TCR_Public/080930.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, September 30, 2008, Vol. 12, No. 233           

                             Headlines

ABACUS 2006-NS2: Moody's Cuts Ratings on Six Note Classes
ABACUS 2006-NS1: Moody's Chips Ratings on Nine Classes of Notes
ACIES CORP: June 30 Balance Sheet Upside-Down by $1,351,145
AEROFLEX INC: S&P Rates $225 Million Senior Notes 'B-'
AMEREX GROUP: Professional Offshore Discloses 18.8% Equity Stake

AMERICAN FIBERS: Gets Initial OK to Use $2.6MM GECC DIP Facility
AMERICAN FIBERS: Will Close Manufacturing Plant on Oct. 17
AMERICAN INT'L: Implements Retention Program for Executives
AMERICAN INT'L: Selling $16BB in Real Estate to Repay U.S. Loan
AMERICAN INT'L: Secures Reinsurance From Berkshire for Unit

AMERICAN INT'L: Gov't to Get 80% Stake Without Shareholder OK
AMERICAN INT'L: Shareholders Sell 40MM Shares, To Buy Firm
AMERICAN ROCK: Moody's Holds 'B3' Rating on 9.5% Sr. Secured Notes
AMERICAN TRAILER: Files for Chapter 11 Bankruptcy
AMERICHIP INTERNATIONAL: Names Three New Board Members

AMR CORPORATION: Wants to Draw $255 Million Credit Revolver
AMR CORPORATION: Buys Back $225,490,000 in Sr Convertible Notes
AMR CORPORATION: Expects Up to 10.4% Revenue Hike for Q3 2008
ANTARCTICA CFO: Moody's Reviews 'Ba2' Rating for Possible Cut
ARIGATO JAPANESE: Files for Chapter 11 Reorganization in Tampa

ARTE HOTELS: Voluntary Chapter 11 Case Summary
ASARCO LLC: Asbestos Claimants' Request for $2.7BB Bonds Denied
ASARCO LLC: Sterlite's Parent Pulls Out Own Restructuring Plans
ASARCO LLC: USW Commends DOJ for Objecting to Parent's Plan
AVICENA GROUP: Names Ryan Kiss and Rick Stewart to Board

AVICENA GROUP: Grosses $1,000,000 in Private Placement
AVICENA GROUP: Delays Filing of June 2008 Quarterly Report
BANC OF AMERICA: S&P Lowers Ratings on 13 Classes of Certificates
BANKUNITED FINANCIAL: Fitch Junks Long-Term Issuer Default Rating
BILL HEARD: Files for Chapter 11 Bankruptcy Protection

BILL HEARD: Case Summary & 40 Largest Unsecured Creditors
BLOUNT INC: S&P Changes Outlook to Stable on Good Credit Measures
BLUE WATER: Court Confirms Amended Joint Plan of Liquidation
BLUE WATER: Court Approves Plan Settlement, Objections Overruled
BOOM DRILLING: Ct. Grants Interim Authority to Use Cash Collateral

CALPINE CORP: To Increase Investment to Reduce Plant Breakdowns
CANAL CAPITAL: Earns $375,323 for Quarter Ended July 31
CABELA'S CREDIT: Fitch Rates $5.5 Million Class D Notes 'BB+'
CABELA'S CREDIT: Moody's Assigns 'Ba2' Rating on Class D Notes
CARBIZ INC: Revises Payment Schedule for Trafalgar Debenture

CARBIZ INC: Holders Convert Debenture to 5.8 Million Common Shares
CC MEDIA: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
CENTAUR LLC: Moody's Confirms 'Caa2' Corporate Family Rating
CFM US: Wants Court to Extends Exclusive Plan Filing Period Again
CHARYS HOLDING: Responds to Objections to Disclosure Statement

CHINA DIGITAL: Posts $177,984 Loss for Six Months Ended June 30
CHINA DIGITAL: Unit Inks $2.15MM Loan Deal with Chinese Bank
CHL MORTGAGE: S&P Chips Ratings on 14 Classes of Certificates
CONTINENTAL AIRLINES: Expects $50MM Adverse Impact from Ike
CREATIVE LOAFING: Files for Chapter 11 Bankruptcy Protection

CREATIVE LOAFING: Case Summary & 20 Largest Unsecured Creditors
DELTA MUTUAL: Posts $3.1 Million for Six Months Ended June 30
DENNY'S CORP: S&P Holds 'B+' Rating; Changes Outlook to Stable
DERBY SYNTHETIC:  Moody's Cuts Ratings on Various Classes of Notes
DEREK LAWFORD: Case Summary & 20 Largest Unsecured Creditors

DIAMOND GLASS: Court Sets Oct. 30 Hearing to Confirm Amended Plan
DOLAN MEDIA: David Trott Becomes Chairman, CEO of APC
EPIX PHARMACEUTICALS: Board Approves Retention Plan for Two Execs
ESP FUNDING: Moody's Cuts, Reviews Ratings on Five Note Classes
ESTATE FINANCIAL: Court Approves Pachulski Stang as Bankr. Counsel

FANNIE MAE: Prosecutors Ask Firm for Financial Information
FEDERAL-MOGUL: Court Bars Creditors from Filing Complaints
FLOWSERVE CORP: S&P Lifts Ratings  to 'BB' on Better Performance
FOX & HOUNDS: Case Summary & 20 Largest Unsecured Creditors      
FREDDIE MAC: Prosecutors Ask Firm for Financial Information

GARRETT & PARTNERS: Case Summary & 15 Largest Unsecured Creditors
GEORGIA GULF: Loan Terms Amended; BofA Wants Fin'l Advisors Hired
GLOBAL CREDIT: Gets Credit Event Notices From Toronto-Dominion
GLOBAL TOBACCO: Case Summary & Largest Unsecured Creditor
GREATER ATLANTA: Case Summary & 20 Largest Unsecured Creditors

GREENWICH CAPITAL: S&P Keeps 26 Classes of Trust Under Neg. Watch
GREENPOINT MORTGAGE: Fitch Takes Rating Actions on 32 Certificates
GREEN VALLEY: Terminated $15MM Facility Won't Affect S&P's Rating
HRP MYRTLE: Blames Worsening Credit Crisis for Bankruptcy Filing
HRP MYRTLE: Moody's Trims PD Rating to 'D' After Bankruptcy Filing

HAWKEYE MANAGEMENT: Case Summary & 17 Largest Unsecured Creditors
INCYTE CORPORATION: John Keller Quits as Chief Business Officer
JETBLUE AIRWAYS: Executes Leases for Two Embraer 190 Aircraft
KAMEHA DEVELOPMENT: Case Summary & Seven Largest Unsec. Creditors
LACROSSE MANAGEMENT: Case Summary & Seven Largest Unsec. Creditors

LAKETOWN WHARF: Files for Chapter 11 Bankruptcy Protection
LAKETOWN WHARF: Voluntary Chapter 11 Case Summary
LEAR CORP: S&P Lifts $1 Bil. Facility Issue Level Rating to 'BB'
LEHMAN BROTHERS: Fitch Cuts 253 Tender Options Bonds Rtngs to 'D'
LEVCOR INTERNATIONAL: June 30 Balance Sheet Upside Down by $7.9MM

MAIN BEACH: Voluntary Chapter 11 Case Summary
MCCLATCHY CO: Wins Bank Concessions, Spared From Default Threat
MCCLATCHY COMPANY: Cuts Q3 Dividend & Slash 10% of Workforce
MESABA AVIATION: Completes Disbursements, Court Closes Ch. 11 Case
MICHAEL REESE: Files for Chapter 11 Bankruptcy a Second Time

MICHAEL REESE: Case Summary & 20 Largest Unsecured Creditors
MORIN BRICK: Court Approves Daymark Group as Financial Advisor
MORTGAGES LTD: Investors Want to Form Official Committee
MRM DEVELOPMENT: Case Summary & Two Largest Unsecured Creditors
NETBANK INC: Court OKs Amended Liquidating Plan

NEW CAP: Scheme Administrator Calls for Submission of Claims
NUEVO PARTNERS: Case Summary & Five Largest Unsecured Creditors
OPEN ENERGY: Inks Securities Purchase Deal with Quercus Trust
OPEN ENERGY: Inks Forbearance Deal with Suntech America
OPUS CDO: Moody's Chips $23.45MM Class D Notes Rating to Ca

PARCS MASTER: S&P Lifts Cl. 2006-6 Units Rating to 'AA-' from 'B-'
PATRIOT HOMES: Files For Chapter 11 Bankruptcy Protection
PATRIOT HOMES: Case Summary & 30 Largest Unsecured Creditors
PEORIA 180: Voluntary Chapter 11 Case Summary
PERFORMANCE TRANS: Ritchie Bros. to Auction Assets on October 3

PERFORMANCE TRANS: Court OKs Staubach Michigan as Property Broker
PERFORMING BRANDS: June 30 Balance Sheet Upside-Down by $1,215,210
PFF BANCORP: Shareholders Approves Merger with FBOP Corporation
PHOENIX EQUIPMENT: Case Summary & Eight Largest Unsec. Creditors
PORTOLA PACKAGING: Court Approves $79MM DIP Loan on Final Basis

PORTOLA PACKAGING: Can Refund Exit Lender's Due Diligence Expenses
PRIME STAR: June 30 Balance Sheet Upside-Down by $1,928,441
PRIMUS MANAGED: Poor Credit Quality Cues Moody's to Trim Ratings
PROELITE INC: Posts $18.7 Million Net Loss in 2008 Second Quarter
RENAISSANCE CUSTOM: Files for Bankruptcy to Restructure Debt

REVE SPC: Moody's Downgrades Ratings on Various Notes Classes
ROGER VALENA: Case Summary & 12 Largest Unsecured Creditors
SHELLS SEAFOOD: Asks Court to Convert Case to Chapter 7
TAHERA DIAMOND: Inks Plan Sponsorship Deal With 0835732 BC Ltd.
TODD DICK: Case Summary & 11 Largest Unsecured Creditors

TORRENT ENERGY: YA DIP Funding Halt Cues Assets Sale Negotiations
SCPB LLC: Case Summary & Seven Largest Unsecured Creditors
SEASIDE AMELIA: Voluntary Chapter 11 Case Summary
SIX FLAGS: Moody's Cuts Ratings to Caa2 on Heightened Default Risk
SS&C TECHNOLOGIES: S&P Holds 'B+' Rating; Changes Outlook to Pos.

STANDISH 10040: Moody's Trims $500,000 Default Swap Rating to Ba3
STANDISH 10040: Moody's Cuts Rtng on $500,000 Default Swap to 'B1'
SWANSEA PROPERTIES: Seeks Court Okay to Reject Executory Pacts
TIERS VERMONT: Moody's Slashes $15MM Certs. Rating to Ba2 from Aa3
THORNBURG MORTGAGE: Exchange Offer for Series Notes Expires Today

TULLY'S COFFEE: Selling Business and Assets to Green Mountain
TULLY'S COFFEE: Extends Northrim Credit Facility to October 31
TULLY'S COFFEE: June 30 Balance Sheet Upside-Down by $13.4 Million
WACHOVIA CORP: Selling Banking Operations to Citigroup
WACHOVIA CORPORATION: FDIC Arranges Takeover by Citigroup

WASHINGTON MUTUAL: JPMorgan Deal Cues Moody's to Junk Ratings
WASHINGTON MUTUAL: Available Cash Remains to Be Seen, Fitch Says
WASHINGTON MUTUAL: Flowserve Replaces WaMu in S&P 500 Index
WASHINGTON MUTUAL: Fitch Downgrades Ratings on 18 Notes
US FARMS: Receives Default Notice from Centaur Farms

U.S. MEDICAL CARE: Files for Chapter 11 Reorganization
VEYANCE TECHNOLOGIES: Moody's Affirms 'B2' Corporate Family Rating
VIRGIN MOBILE: SK Telecom Names Two Representatives to Board
VIRGIN MOBILE: Sprint Ventures & Corvina Entities Disclose Stake
VONAGE HOLDINGS: Extends Tender Offer to September 29

VTA OKLAHOMA: Obtains Interim Authority to Use Cash Collateral
WARNER MUSIC: Names Steven Macri as Chief Financial Officer
WASHINGTON MUTUAL: SEC Subpoenas Funds on Share Manipulation
WASHINGTON MUTUAL: S&P Puts Default Ratings to Unsec. & Sub. Debts
WHITEHALL JEWELERS: Aims for October 30 Lease Auction

XERIUM TECHNOLOGIES: Makes Changes to Asian Division
YOUNG BROADCASTING: Mario Gabelli Discloses 8.6% Equity Stake
ZAP IMPORT: Wants to Hire Monge Robertin as Restructuring Advisor
ZEALOUS TRADING: June 30 Balance Sheet Upside-Down by $3,721,580

* S&P Trims Ratings on 107 Classes from 17 RMBS Transactions
* S&P Downgrades Ratings on 22 Classes of Commercial Securities
* Downgrade Potentials Reaches Five-Year High, S&P Says
* S&P: Construction Equipment Manufacturers Brace for Slower Times

* Bailout Plan Fails to Get Congress' Support

* Morgan Joseph Adds Group of Restructuring Experts

* Large Companies with Insolvent Balance Sheets

                             *********


ABACUS 2006-NS2: Moody's Cuts Ratings on Six Note Classes
---------------------------------------------------------
Moody's Investors Service downgraded six classes of Notes, which
were previously on review for downgrade, issued by Abacus
2006-NS2, Ltd. as:

  -- Class L, $9,625,000, Variable Rate Notes due 2046, downgraded
     to B1 from Ba1

  -- Class M, $7,875,000, Variable Rate Notes due 2046, downgraded
     to B2 from Ba2

  -- Class N, $7,000,000, Variable Rate Notes due 2046, downgraded
     to B3 from Ba3

  -- Class O, $6,125,000, Variable Rate Notes due 2046, downgraded
     to Caa1 from B1

  -- Class P, $5,250,000, Variable Rate Notes due 2046, downgraded
     to Caa2 from B2

  -- Class Q, $4,375,000, Variable Rate Notes due 2046, downgraded
     to Caa3 from B3

Moody's is downgrading six classes due to overall deteriorating
pool performance.

Abacus 2006-NS2, Ltd. is a collateralized debt obligation
referencing a portfolio of synthetic CMBS and CRE CDO Securities.  
As of the August 21, 2008 distribution date the transaction has an
aggregate reference obligation notional amount of $697.7 million,
approximately $2.3 million less than that at issuance.  The
current reference obligations comprise of 57 classes of CMBS
securities from 57 separate transactions (81.7%) and 13 classes of
CRE CDO securities from 13 separate transactions (18.3%).

The collateral put provider is Goldman Sachs International.  The
obligations of Goldman Sachs International are guaranteed by
Goldman Sachs Group, Inc. (senior unsecured rating of Aa3, and
short term rating of P-1, stable outlook).

Since issuance, among the Moody's rated securities (64.3 %), there
have been no upgrades or downgrades to the CMBS / CRE CDO
securities.  Credit estimates were performed on 25 non-Moody's
rated CMBS/CRE CDO securities (35.7% of the pool balance),
resulting in a deterioration in credit quality.  The reference
obligations are from CMBS and CRE CDO pools securitized in 2005
(74%) and 2006 (26%).

Moody's uses a weighted average rating factor as an overall
indicator of the credit quality of a CRE CDO transaction.  Based
on Moody's analysis, the current WARF is 1,159 compared to 669 at
issuance.  Moody's reviewed the ratings or performed credit
estimates on all the reference obligations supporting the Notes.  
The distribution is as: Baa1 -- Baa3 (65.8% compared to 72.9% at
issuance), Ba1 -- Ba3 (28.4% compared to 25.7% at issuance), and
Caa1-NR (5.7% compared to 0.0% at issuance).

The rating action reflects Moody's evaluation of the expected loss
associated with the Notes based on the current credit quality on
the underlying reference obligations considering the reduced time
to maturity and the senior unsecured and short term ratings of the
put provider.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's had placed
nine classes on review for possible downgrade as summarized in the
press release dated August 1, 2008.  This is Moody's first full
review since securitization.

Moody's has published rating methodologies outlining its
analytical approach to surveillance and its approach to rating
synthetic commercial real estate collateralized debt obligations.   
In addition, Moody's has published numerous articles outlining its
ratings approach to the various collateral types customarily
deposited within these transactions along with other articles on
credit issues unique to the sector.  The major rating
methodologies employed in analyzing this transaction include:

U.S. CMBS: Moody's Approach to Rating Synthetic CMBS
Resecuritizations -- this paper provides an explanation of credit
default swaps and the reasons for using them, describes the types
of synthetic CMBS resecuritizations and the methods of settlement,
details its rating approach, and discussed payment obligations and
credit events along with structural issues and their rating
implications; and

The Inclusion of Commercial Real Estate Assets in CDOs, October 8,
1999 -- this paper describes the development of commercial real
estate backed CDOs, speaks to collateral pool analysis including
industry classifications, diversification, credit quality,
recovery rate, and cash flow characteristics, and refers to other
aspects of CMBS as CDO collateral including prepayment risk,
sequential pay structure, ability to defer interest payments
temporarily, servicer advancing, losses, extension risk, recovery
rates, and servicer risk.


ABACUS 2006-NS1: Moody's Chips Ratings on Nine Classes of Notes
---------------------------------------------------------------
Moody's Investors Service downgraded nine classes of Notes, which
were previously on review for downgrade, issued by Abacus 2006-
NS1, Ltd. as:

  -- Class B, $21,000,000, Variable Rate Notes due 2046,
     downgraded to Aa2 from Aa1

  -- Class C, $19,250,000, Variable Rate Notes due 2046,
     downgraded to Aa3 from Aa2

  -- Class D, $12,250,000, Variable Rate Notes due 2046,
     downgraded to A1 from Aa3

  -- Class E, $12,250,000, Variable Rate Notes due 2046,
     downgraded to A2 from A1

  -- Class F, $11,375,000, Variable Rate Notes due 2046,
     downgraded to A3 from A2

  -- Class G, $10,500,000, Variable Rate Notes due 2046,
     downgraded to Baa2 from A3

  -- Class H, $10,500,000, Variable Rate Notes due 2046,
     downgraded to Baa3 from Baa1

  -- Class J, $9,625,000, Variable Rate Notes due 2046, downgraded
     to Ba1 from Baa2

  -- Class K, $7,000,000, Variable Rate Notes due 2046, downgraded
     to Ba3 from Baa3

Moody's is downgrading nine classes due to overall deteriorating
pool performance.

Abacus 2006-NS1, Ltd. is a collateralized debt obligation
referencing a portfolio of synthetic CMBS and CRE CDO Securities.  
As of the August 21, 2008 distribution date the transaction has an
aggregate reference obligation notional amount of $697.7 million,
approximately $2.3 million less than that at issuance.  The
current reference obligations comprise of 57 classes of CMBS
securities from 57 separate transactions (81.7% of the pool
balance) and 13 classes of CRE CDO securities from 13 separate
transactions (18.3%).

The collateral put provider is Goldman Sachs International.  The
obligations of Goldman Sachs International are guaranteed by
Goldman Sachs Group, Inc. (senior unsecured rating of Aa3, and
short term rating of P-1, stable outlook).

Since issuance, among the Moody's rated securities (64.3%), there
have been no upgrades or downgrades to the CMBS / CRE CDO
securities.  Credit estimates were performed on 25 non-Moody's
rated CMBS / CRE CDO securities (35.7% of the pool balance),
resulting in a deterioration in credit quality.  The reference
obligations are from CMBS and CRE CDO pools securitized in 2005
(74%) and 2006 (26%).

Moody's uses a weighted average rating factor (WARF) as an overall
indicator of the credit quality of a CRE CDO transaction.  Based
on Moody's analysis, the current WARF is 1,159 compared to 669 at
issuance.  Moody's reviewed the ratings or performed credit
estimates on all the reference obligations supporting the Notes.  
The distribution is as: Baa1 -- Baa3 (65.8% compared to 72.9% at
issuance), Ba1 -- Ba3 (28.4% compared to 25.7% at issuance), and
Caa1-NR (5.7% compared to 0.0% at issuance).

The rating action reflects Moody's evaluation of the expected loss
associated with the Notes based on the current credit quality on
the underlying reference obligations considering the reduced time
to maturity and the senior unsecured and short term ratings of the
put provider.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's had placed
nine classes on review for possible downgrade as summarized in the
press release dated August 1, 2008.  This is Moody's first full
review since securitization.

Moody's has published rating methodologies outlining its  
analytical approach to surveillance and its approach to rating
synthetic commercial real estate collateralized debt obligations.   
In addition, Moody's has published numerous articles outlining its
ratings approach to the various collateral types customarily
deposited within these transactions along with other articles on
credit issues unique to the sector.  The major rating
methodologies employed in analyzing this transaction include:

U.S. CMBS: Moody's Approach to Rating Synthetic CMBS
Resecuritizations -- this paper provides an explanation of credit
default swaps and the reasons for using them, describes the types
of synthetic CMBS resecuritizations and the methods of settlement,
details its rating approach, and discussed payment obligations and
credit events along with structural issues and their rating
implications; and

The Inclusion of Commercial Real Estate Assets in CDOs, October 8,
1999 -- this paper describes the development of commercial real
estate backed CDOs, speaks to collateral pool analysis including
industry classifications, diversification, credit quality,
recovery rate, and cash flow characteristics, and refers to other
aspects of CMBS as CDO collateral including prepayment risk,
sequential pay structure, ability to defer interest payments
temporarily, servicer advancing, losses, extension risk, recovery
rates, and servicer risk.


ACIES CORP: June 30 Balance Sheet Upside-Down by $1,351,145
-----------------------------------------------------------
Acies Corporation's consolidated balance sheet at June 30, 2008,
showed $1,194,686 in total assets and $2,545,831 in total
liabilities, resulting in a $1,351,145 shareholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,069,874 in total current assets
available to pay $2,381,300 in total current liabilities.

The company reported a net loss of $191,378 on revenues of
$3,210,123 for the first quarter ended June 30, 2008, compared
with a net loss of $237,293 on revenues of $3,373,139 in the same
period ended June 30, 2007.

The decrease in net loss was primarily attributable to the $54,937
or 26.7% decrease in loss from operations offset by the $9,022 or
28.4% increase in interest expense for the three months ended
June 30, 2008, compared to the three months ended June 30, 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?32ff

                       Going Concern Doubt

Acies has limited capital resources and has incurred significant
historical losses and negative cash flows from operations.  Acies
believes that funds on hand combined with funds that will be
available from its operations and existing financing will not be
adequate to finance its operation requirements and its financial
obligations under its notes payable for the next twelve months.

These conditions raise substantial doubt about Acies' ability to
continue as a going concern.

                     About Acies Corporation

Headquartered in New York City, Acies Corporation (OTC: ACIE) --
http://www.aciesinc.com/ -- is a financial services company that,  
through its wholly owned subsidiary, Acies, Inc., specializes in
providing payment processing and online banking services to small,
medium, and large-size merchants across the United States.  


AEROFLEX INC: S&P Rates $225 Million Senior Notes 'B-'
------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Plainview, New York-based Aeroflex Inc. to stable from negative
based on moderate deleveraging and margin expansion.  At the same
time, Standard & Poor's affirmed its 'B' corporate credit rating
on Aeroflex.
     
Standard & Poor's also assigned its 'B-' rating to Aeroflex's
recently issued $225 million in senior notes and assigned the debt
a '5' recovery rating, indicating that lenders can expect modest
recovery of principal in the event of payment default.  At the
same time, Standard & Poor's raised its issue-level rating on
Aeroflex's second-lien debt to 'B+' from 'B' and revised the
recovery rating to '2' from '3', reflecting S&P's expectation of
substantial (70%-90%) recovery in the event of a payment default.
      
"The ratings on Aeroflex Inc. reflect its narrow product focus,
high leverage, vulnerability to defense spending levels, and
acquisitive growth strategy," said Standard & Poor's credit
analyst Joseph Spence.  "These factors are offset partially by its
good revenue visibility and growth, improving margins, and
substantial barriers to entry within its niche."
     
Aeroflex is a fabless semiconductor company emphasizing the design
and marketing of microelectronics products, as well as test and
measurement equipment for the communications, defense, and
aerospace markets.  Its primary customers are the U.S. government
and its defense and aerospace contractors.  The microelectronics
segment accounts for about half of Aeroflex's revenues and about
60% of its EBITDA.  The segment produces highly specialized
products such as application-specific integrated circuits; high-
reliability microelectronics; and space radiation-tolerant
semiconductors.

Aeroflex's test division also pursues a niche strategy in
specialty markets, with the majority of the business consisting of
small leading positions addressing avionics and radio
communication.  The balance of the division serves the wireless
and general purpose markets and is subject to competition from
much larger peers.  While the test division generates lower
margins than the microelectronics segment, it does provide some
diversity to the company's revenue base.
     
The company's $450 million first-lien, first-out senior secured
facilities are rated 'BB-', with a '1' recovery rating, indicating
the expectation for very high recovery in the event of a payment
default.  Aeroflex's $125 million first-lien, first-loss, seven-
year term loan is rated 'B+', with a '2' recovery rating,
indicating the expectation for substantial (70%-90%) recovery in
the event of a payment default.  The company's 11.75% senior
secured notes are rated B-, with a '5' recovery rating, indicating
the expectation for modest recovery in the event of a payment
default.

The outlook is stable.  Aeroflex's strong position in its niche
market, improved profitability, and improved financial profile
provide support for the current rating.  However, debt levels
remain high.  S&P could revise the outlook to positive if
sustained revenue and EBITDA growth lead to leverage less than 6x.  
The outlook could be revised to negative if the company has lower
revenues and EBITDA caused by a reduction in defense spending or
competitive pressure resulting from a significant technological
challenge in its markets that results in leverage rising beyond
7x.


AMEREX GROUP: Professional Offshore Discloses 18.8% Equity Stake
----------------------------------------------------------------
Professional Offshore Opportunity Fund, Ltd., disclosed in a
Securities and Exchange Commission filing that it may be deemed to
beneficially own 2,880,000 shares of Amerex Group, Inc.'s common
stock, representing 18.8% of the shares issued and outstanding.

Headquartered in New York City, Amerex Group Inc. (OTC BB:
AEXG.OB) -- http://www.amerexgroup.com/-- is a hazardous waste         
transportation and logistics firm with capabilities to provide
emergency response to environmental emergencies.  The company has
multiple facilities including a hazardous waste treatment, storage
and disposal facility licensed under the Resource Conservation and
Recovery Act Part B and a trucking fleet to transport hazardous
waste throughout the USA.  Amerex has administrative headquarters
in Tulsa, Oklahoma.

                      Going Concern Doubt

Sartain Fischbein & Co., in Tulsa, Oklahoma, expressed substantial
doubt about Amerex 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 the company incurred a net loss of $7,114,098 during
the year ended Dec. 31, 2007, and, as of that date, had a working
capital deficiency of $3,537,914 and stockholders' deficit of
$7,688,449.  Additionally, the company has experienced significant
cash flow difficulties and is currently in default on its note
agreements.

Amerex Group Inc.'s consolidated balance sheet at June 30, 2008,
showed $6,787,498 in total assets, $17,796,591 in total
liabilities, and $777,000 in redeemable common stock, resulting in
a $11,786,093 total stockholders' deficit.


AMERICAN FIBERS: Gets Initial OK to Use $2.6MM GECC DIP Facility
----------------------------------------------------------------
The Hon. Peter J. Walsh of the United States Bankruptcy Court
for the District of Delaware authorized American Fibers and Yarns
Company and AFY Holding Company to access, on an interim basis,
$2,653,237 in debtor-in-possession financing under a revolving
credit facility with General Electric Capital Corporation, as
lender.

Judge Walsh also authorized the Debtors to use cash collateral
securing repayment of the secured loan to the lenders.

A hearing is set for Oct. 14, 2008, at 9:30 a.m., to consider
final approval of the Debtors' request.  Objections, if any, are
due Oct. 6, 2008.

As reported in the Troubled Company Reporter on Sept. 25, 2008,
the Debtors asked the Court for permission to obtain, on a final
basis, up to $7,700,000 in financing from the lender.

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 told 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 they liquidate their
assets.

The committed $7,700,000 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 the Debtors' 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 Budget 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 FIBERS: Will Close Manufacturing Plant on Oct. 17
----------------------------------------------------------
Bob Stuart at NewsVirginian.com (Virginia) reports that an
American Fibers and Yarns Company consultant said on Friday that
the company will close its Afton manufacturing plant on Oct. 17,
putting 40 people out of work.

The Afton plant makes fibers and yarns, including a mattress
fiber.  The plant will be closed due to increased production
costs, NewsVirginian.com says, citing Tim Boates of RAS Management
Advisors, a company advising American Fibers.  The report states
that Mr. Boates said American Fibers tried seeking a buyer but had
not found one.  "We have engaged an investment banker to get
buyers.  We're running up against the thing we have the least of:
time," the report quoted Mr. Boates as saying.

Mr. Boates said that the primary problem is that American Fibers
and Yarns' products are poly-propylene based,  NewsVirginian.com
relates.  According to the report, Mr. Boates said, "We use a
resin that is petroleum-based," he said. "In the past 18 months we
have had a 55- to 60-percent increase in raw material costs."  In
every price increase, the volume of the product is lost, the
report states, citing Mr. Boates.

NewsVirginian.com relates that Nelson County officials said they
will work with the Virginia Employment Commission, Piedmont
Community College, and other economic development partners to help
the plant's workers.  "We are coordinating workforce assistance
with the employees.  We will use training programs and other
services available to make sure everything is used to their
advantage," NewsVirginian.com quoted Maureen Corum, director of
economic development and tourism for Nelson County, as saying.

Mr. Boates, according to NewsVirginian.com, said that American
Fibers' other plant in Bainbridge will also be closed in October.  
The report states that about 240 workers will be displaced.

                     About American Fibers

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 of between $10 million and $50 million.


AMERICAN INT'L: Implements Retention Program for Executives
-----------------------------------------------------------
American International Group, Inc.'s retention program became
effective on Sept. 22, 2008.  The program applies to about 130
executives and consists of cash awards payable 60% in
December 2008 and 40% in December 2009.

Executive officer Jay Wintrob is receiving an award of $3,000,000.  

On Sept. 25, 2008, executive officer Robert M. Sandler retired
from AIG following a change in his position.  Mr. Sandler had been
employed by AIG for over 39 years.  In connection with his
retirement, AIG entered into an agreement and release with Mr.
Sandler that implements the retirement benefits of AIG's long-term
compensation plans and provides the separation pay and other
benefits to which AIG executives are entitled under AIG's
Executive Severance Plan for terminations without cause.  These
benefits include a payment of a total of $2,514,168 in separation
pay, payable over 2 years.

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.

The Federal Reserve Bank of New York has extended to AIG a
revolving credit facility of up to $85 billion.  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.

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

Standard & Poor's Ratings Services has 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
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 INT'L: Selling $16BB in Real Estate to Repay U.S. Loan
---------------------------------------------------------------
American International Group Inc. might seek buyers for some of
its $16 billion in global real estate holdings to repay a U.S.
government loan, Bloomberg News' Brian Louis reports.

The nation's largest insurer agreed last week to an $85 billion
federal loan to prevent the company's collapse.

"Many of AIG's properties could be trophy properties that don't
come up for sale very often," said Ray Torto, Boston-based global
chief economist for CB Richard Ellis Group Inc., the world's
largest commercial real estate broker.  That could spur interest
from multiple bidders, he said.

AIG's plans comes amid a weak real estate climate and the
reluctance of banks to unload their excess cash.

"AIG has plenty of high quality businesses potentially for sale,"
analysts led by Thomas Gallagher said.  The insurer's overseas
life insurance and U.S. retirement services units are the most
"coveted" businesses, he said.  AIG's foreign life insurance
division could sell for more than $60 billion before taxes and its
U.S. life and retirement companies may fetch $25.2 billion.  The
company's aircraft leasing unit could sell for $3.4 billion before
taxes, he said.

American International Group said on Friday that it will not seek
shareholder approval for a plan to issue convertible preferred
shares that will give the U.S. government 79.9 percent stake in
the insurer, Reuters reported Friday.

According to Reuters, AIG said its board's audit committee had
decided that delaying the deal to seek shareholder approval "would
seriously jeopardize the financial viability of AIG."

                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.

The Federal Reserve Bank of New York has extended to AIG a
revolving credit facility up to $85 billion. 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.

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

Standard & Poor's Ratings Services has 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 INT'L: Secures Reinsurance From Berkshire for Unit
-----------------------------------------------------------
American International Group Inc. said on Friday that it has
struck a deal to buy reinsurance for its real estate insurance
business, Lexington Insurance Co., from National Indemnity Co., a
unit of Warren Buffett's Berkshire Hathaway Inc., according to a
report by Liam Pleven at The Wall Street Journal.

According to WSJ, AIG said that the deal means that Berkshire
Hathaway will help cover losses on certain Lexington Insurance
policies, largely involving real estate.  Lavonne Kuykendall at
Dow Jones Newswires relates that under the deal, National
Indemnity will provide a contingent property reinsurance cover for
Lexington Insurance's real estate portfolio, along with policies
having limits of $250 million or more, policies with home and
foreign exposure, and the property sections of most of its
homeowners insurance business.

WSJ states that an AIG spokesperson said that some of the policies
are "sensitive" to the insurer's ratings from Standard & Poor's,
which downgraded AIG's ratings earlier this month.  According to
Dow Jones, the deal could reassure big real estate customers whose
lenders often require that insurance carry a top credit rating,
like Berkshire.

AIG did not say how much it will pay Berkshire for the coverage
and how extensive the coverage is, Dow Jones reports.

Mr. Buffett has said that he is interested in some AIG assets, WSJ
states, citing an expert.  WSJ relates that the expert said that
Berkshire already has extensive insurance holdings and could learn
more about Lexington Insurance as a result of the deal.  "When you
underwrite reinsurance, you do the same work as if you are buying
the company," WSJ quoted Rancho Santa Fe reinsurance consultant
Andrew Barile as saying.

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.

The Federal Reserve Bank of New York has extended to AIG a
revolving credit facility up to $85 billion. 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.

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

Standard & Poor's Ratings Services has 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 INT'L: Gov't to Get 80% Stake Without Shareholder OK
-------------------------------------------------------------
Liam Pleven at The Wall Street Journal reports that the American
International Group Inc. said on Friday it will give the
government control of 80% of the company without seeking
shareholder approval.

The board's audit committee determined that the "delay" in getting
the shareholder approval "would seriously jeopardize the financial
viability" of the company, WSJ says, citing AIG.

WSJ relates that the New York Stock Exchange approved AIG's
decision to grant the government a stake in the firm without
getting shareholder approval.  The report states that the
company's decision deprives shareholders seeking alternatives of
potential leverage.  According to the report, some shareholders
have been trying to find a way to repay the
$85 billion loan before the government took the stake.  AIG had
borrowed $44.57 billion from the Federal Reserve as of Wednesday,
the report says, citing the central bank.

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.

The Federal Reserve Bank of New York has extended to AIG a
revolving credit facility up to $85 billion.  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.

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

Standard & Poor's Ratings Services has 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 INT'L: Shareholders Sell 40MM Shares, To Buy Firm
----------------------------------------------------------
Liam Pleven at The Wall Street Journal reports that American
International Group Inc.'s former CEO, Maurice R. Greenberg, and a
group of affiliated shareholders said that they sold off 40
million shares on Thrusday, shrinking their stake to 9.99%, just
below the 10% key regulatory threshold.

According to WSJ, moving under the 10% level gives Mr. Greenberg
more room to maneuver as a potential buyer.  Shareholders below
that level could explore the possibility of purchasing the company
with outside investors with less risk of triggering the
requirement, WSJ states.

Under New York law, shareholders who control more than 10% of an
insurer's shares must apply to the New York State Insurance
Department before making moves seen as exercising control over the
company.  

Mr. Greenberg and other shareholders have said that they may try
to buy AIG units or take control of the company, WSJ reports.  

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.

The Federal Reserve Bank of New York has extended to AIG a
revolving credit facility up to $85 billion. 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.

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

Standard & Poor's Ratings Services has 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 ROCK: Moody's Holds 'B3' Rating on 9.5% Sr. Secured Notes
------------------------------------------------------------------
Moody's Investors Service affirmed American Rock Salt Company
LLC's B3 Corporate Family Rating, B3 rating on the 9.5% senior
secured notes due 2014, and SGL-3 speculative grade liquidity
rating, and revised the outlook to stable from negative.  This
reflects the company's strong financial results and the redemption
of approximately $33.45 million of the company's 9.5% Senior
Secured Notes due 2014 during 2008.  The LGD assessment on the
Senior Secured notes due 2014 moved to LGD4 from LGD5, in
accordance with Moody's loss given default rating methodology, due
to the reduction in debt outstanding.

The probability of default rating was moved to B2 from B1 and
reflects a corporate family recovery rate of 28% using a
fundamental approach, which is higher than the 23% recovery rate
previously used.  The following summarizes the ratings activity:

Ratings affirmed:

American Rock Salt Company, LLC

  -- Corporate Family Rating - B3
  -- Speculative Grade Liquidity Rating - SGL-3
  -- 9.5% Gtd Sr Sec Notes due 2014 - B3 (LGD4, 68%) from
     (LGD5, 79%)

Ratings changes:

  -- Probability of default rating -- B2 from B1

The move to a stable outlook reflects ARSC's significant decrease
in leverage during FY2008 through improvements in profitability
and repayment of debt, and the expectation that the company will
continue to apply excess cash towards debt reduction.  Favorable
winter weather conditions in the company's key markets resulted in
ARSC selling 42% more tonnage during the first nine months of
FY2008 than in the comparable period in FY2007.  The company used
excess cash to buy or call for redemption $33.45 million principal
amount of its 9.5% senior secured notes due 2014.

American Rock Salt Company LLC , headquartered in Retsof, New
York, is a producer of highway deicing rock salt.  It operates a
single mine (Hampton Corners Mine) in upstate New York, and sells
its product primarily to state and local government agencies in
the northeastern US.  The firm's holding company parent is closely
held by private investors, including some members of management.

Moody's last rating action was taken in June 2007, when the
outlook was moved to negative from stable at the time the company
established a holding company parent, secured a new term loan and
issued a dividend to shareholders.  The company generated revenues
of $184 million for the LTM period ending June 30, 2008.


AMERICAN TRAILER: Files for Chapter 11 Bankruptcy
-------------------------------------------------
American Trailer & Storage Inc. has filed for Chapter 11
bankruptcy reorganization, Randolph Heaster of The Kansas City
Star reported Friday.

Dick Honan, the company's chairman, said the company filed for
bankruptcy after its main bank decided not to renew current lines
of credit and other facilities, or negotiate acceptable new terms
and facilities as it has done for the past several years.

According to The Kansas City Star, the company listed Bank of the
West, which holds a total of $5.8 million in claims, as its
biggest secured creditor.

"We've increased our revenues 20 percent last year and 14 percent
so far this year, but the bottom line on the income statement has
suffered," Mr. Honan said in a statement.

"We've made some tough choices in the past few months with very
positive results, and expect to make a decent profit the rest of
this year and do even better next year," he said.

                      About American Trailer

Based in Kansas City, American Trailer & Storage, Inc. provides
temporary storage and transportation to various industries in the
U.S.  The company operates in locations in Kansas City, St. Louis
and Lincoln, Neb.  The company filed for Chapter 11 relief on
Sept. 23, 2008 (Bankr. W.D. Mo. Case No. 08-43929).  Donald G.
Scott, Esq., at McDowell Rice Smith & Buchanan, represent the
Debtor as counsel.  When the Debtor filed for protection from its
creditors, it listed assets of $1 million to $10 million, and
debts of $1 million to $10 million.


AMERICHIP INTERNATIONAL: Names Three New Board Members
------------------------------------------------------
AmeriChip International Inc. disclosed in a Securities and
Exchange Commission filing on Sept. 15, 2008, that Kenneth W.
Mann, Interim President and CEO, appointed William P Conlin, John
Rehfeld and Drew Mouton to the Board of Directors.

AmeriChip said Mr. Conlin is a seasoned businessman whose 48-year
career in the computer technology industry has included
appointments as President of the International Division of
Burroughs Corporation during which he grew the business into a
$1.2 billion organization with 33 overseas subsidiaries.  Mr.
Conlin was appointed CEO of CalComp Inc. in 1983, and a Vice
President of Sanders Associates, it's parent company.  He served
as CEO for 10 years during which time CalComp grew from an
unprofitable $90 million company to a profitable $700 million
world leader in the computer graphics and distribution industry.

Mr. Rehfeld, who currently serves on the Advisory Board, is a
seasoned visionary, marketing-driven CEO advisor with 30 years of
software, content and hardware experience in the PC, digital
imaging and multi-media industries.  Mr. Rehfeld has a strong
record in launching and commercializing technical innovations
through third party distribution channels into the business and
consumer markets.  He has long experience in international
strategic relationships, especially with senior level management
in Asian companies.  

Mr. Mouton began his career as the youngest new associate to be
hired by a regional trading firm, BCI in Louisiana when he joined
its newly formed currency trading group as a commodities agent.   
He founded Webnet Marketing Inc. with  Robert Ellis and within the
first six  months Mouton purchased Ellis' interest, and changed
the company name to eTool & Die Inc in order to better reflect the
company's renewed focus on the development of network-enabled
software tools.

                  About AmeriChip International

Based in Clinton Township, Mich., AmeriChip International Inc.
(OTC BB: ACHI.OB) -- http://www.americhiplacc.com/-- holds a     
patented technology known as Laser Assisted Chip Control, which
can be used to re-engineer the manufacturing process for
industrial metal machining applications.

According to AmeriChip International, this technology, when
implemented by the customer, will eliminate dangerous ribbon-like
steel chips that tangle around moving tool parts, automation
devices and other components essential to the machine processing
of low to medium grade carbon steels and non-ferrous metal parts.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on March 13, 2008,
Jewett, Schwartz, Wolfe & Associates, in Hollywood, Fla.,  
expressed substantial doubt about Americhip International Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Nov. 30, 2007.  The auditing firm pointed to the company's  
recurring losses from operations.

At May 31, 2008, the company had an accumulated deficit of
$33,747,767.


AMR CORPORATION: Wants to Draw $255 Million Credit Revolver
-----------------------------------------------------------
AMR Corporation disclosed in a Securities and Exchange Commission
filing that on Sept. 25, 2008, it provided notice of its intent to
draw its $255 million revolving credit facility.

The draw on the credit facility is intended to reduce the amount
of a potential credit card hold back reserve that could be imposed
in the fourth quarter of 2008 based on the terms of one of
American's credit card processing agreements.

The amount of the hold back reserve from the agreement may be
based on, among other things, the amount of unrestricted cash,
which does not include undrawn credit facilities, held by American
and American's debt service coverage ratio.

The expected proceeds from the facility were included in the
Company's projected total cash and short-term investment balance
of approximately $4.9 billion, including a restricted balance of
approximately $455 million, for the end of the third quarter of
2008.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                           *     *     *

As reported in the Troubled Company Reporter on August 5, 2008,
the TCR said that Moody's Investors Service downgraded the
Corporate Family and Probability of Default Ratings of AMR Corp.
and its subsidiaries to Caa1 from B2, and lowered the ratings of
its outstanding corporate debt instruments and certain equipment
trust certificates and Enhanced Equipment Trust Certificates of
American Airlines Inc.  The company still carries Moody's Negative
Outlook.

As reported by the Troubled Company Reporter on September 9, 2008,
Michael Lowry, project manager for AVIATION WEEK's latest Top-
Performing Companies report, said American Airlines, among other
carriers, at high risk of bankruptcy in 2009.


AMR CORPORATION: Buys Back $225,490,000 in Sr Convertible Notes
---------------------------------------------------------------
AMR Corporation disclosed in a Securities and Exchange Commission
filing that holders of $225,490,000 in aggregate principal amount
of its 4.25% Senior Convertible Notes due 2023 validly surrendered
for purchase their Notes prior to the expiration of their right,
pursuant to the terms of the Notes, to require AMR to purchase
their Notes for cash.

The Put Option expired at 5:00 p.m., New York City time, on
Sept. 22, 2008.  AMR has accepted for purchase all of the Notes
validly surrendered for purchase and not withdrawn.  The purchase
price for the Notes pursuant to the Put Option was $1,000 in cash
per $1,000 principal amount of the Notes, and the aggregate
purchase price for all the Notes validly surrendered for purchase
and not withdrawn was $225,490,000.  

The Company has forwarded cash in payment of the aggregate
purchase price to Wilmington Trust Company, as paying agent, for
distribution to holders of the Notes in accordance with the
procedures of The Depository Trust Company.  Following AMR's
purchase of the Notes pursuant to the Put Option, no Notes remain
outstanding.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                           *     *     *

As reported in the Troubled Company Reporter on August 5, 2008,
the TCR said that Moody's Investors Service downgraded the
Corporate Family and Probability of Default Ratings of AMR Corp.
and its subsidiaries to Caa1 from B2, and lowered the ratings of
its outstanding corporate debt instruments and certain equipment
trust certificates and Enhanced Equipment Trust Certificates of
American Airlines Inc.  The company still carries Moody's Negative
Outlook.


As reported by the Troubled Company Reporter on September 9, 2008,
Michael Lowry, project manager for AVIATION WEEK's latest Top-
Performing Companies report, said American Airlines, among other
carriers, at high risk of bankruptcy in 2009.


AMR CORPORATION: Expects Up to 10.4% Revenue Hike for Q3 2008
-------------------------------------------------------------
AMR Corporation, in a filing with the Securities and Exchange
Commission, provided an updated guidance for the third quarter
2008.

Revenue

Third quarter mainline unit revenue is expected to increase
between 9.5% and 10.5% year over year.  Third quarter consolidated
unit revenue is expected to increase between 9.4% and 10.4%.  In
total, Cargo and Other Revenue is anticipated to increase
substantially relative to third quarter 2007.


                            Liquidity

The company expects to end the third quarter with a cash and
short-term investment balance of approximately $4.9 billion,
including approximately $455 million in restricted cash and short-
term investments.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                           *     *     *

As reported in the Troubled Company Reporter on August 5, 2008,
the TCR said that Moody's Investors Service downgraded the
Corporate Family and Probability of Default Ratings of AMR Corp.
and its subsidiaries to Caa1 from B2, and lowered the ratings of
its outstanding corporate debt instruments and certain equipment
trust certificates and Enhanced Equipment Trust Certificates of
American Airlines Inc.  The company still carries Moody's Negative
Outlook.

As reported by the Troubled Company Reporter on September 9, 2008,
Michael Lowry, project manager for AVIATION WEEK's latest Top-
Performing Companies report, said American Airlines, among other
carriers, at high risk of bankruptcy in 2009.


ANTARCTICA CFO: Moody's Reviews 'Ba2' Rating for Possible Cut
-------------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the
two classes of notes issued by Antarctica CFO I Limited:

(1) EURO 26,000,000 Class D Deferrable Floating Rate Notes Due
2014

  -- Current Rating: Baa2, on review for downgrade
  -- Prior Rating: Baa2, assigned July 30, 2007

(2) EURO 4,420,000 Class E Deferrable Floating Rate Notes Due 2014

  -- Current Rating: Ba2, on review for downgrade
  -- Prior Rating: Ba2, assigned July 30, 2007

Antarctica CFO I Limited is a collateralized fund obligation whose
underlying portfolio consists of a diversified pool of equity
interests in hedge funds.

The rating action reflects Moody's expectation that the Class D
and Class E Notes coverage tests will be in breach for the month
of September, given net asset value declines for most hedge funds
during the month of August, combined with the already thin level
of equity cushion supporting these two tranches at the end of
July.


ARIGATO JAPANESE: Files for Chapter 11 Reorganization in Tampa
--------------------------------------------------------------
Thirty years after opening its Tampa Bay location, Arigato
Japanese Steak House Inc. filed for Chapter 11 reorganization,
Asjylyn Loder of the St. Petersburg Times (Florida) reports.  The
company pointed to slowing sales and a fire that closed its Tampa
location.

"We just need a little bit of time," said Dale Del Bello,
president and owner of the company.

Mr. Del Bello founded the chain in upstate New York in 1971, and
opened his first Florida restaurant in 1978, according to the
report.  He later sold the New York restaurants to focus on
Florida, opening locations in Clearwater, St. Petersburg and
Tampa.

The Clearwater and St. Petersburg Arigato locations will stay
open, the St. Petersburg Times disclosed.

Mr. Del Bello said the insurance company has been slow to pay his
claim and still owes him $100,000, the St. Petersburg Times
reports.  "The insurance company just hasn't been there to help
like they're supposed to," Mr. Del Bello said.

The company listed $760,000 in debts, including $98,000 in overdue
taxes.  "The strength of the better restaurants will come through,
and we've been here for 30 years," he said. "I think we'll be
fine.  I know we'll be fine."

                About Arigato Japanese Steak House

Based in Saint Petersburg, Florida, Arigato Japanese Steak House,
Inc. operates 2 Japanese restaurants in Florida.  the company
filed for Chapter 11 relief on Sept. 24, 2008 (Bankr. M.D. Fla.
Case No. 08-14679).  Buddy D. Ford, Esq., at Buddy D. Ford PA,
represents the Debtor as counsel.  When the company filed for
protection from its creditors, it listed assets of $1 million to
$10 million and debts of $1 million to $10 million.


ARTE HOTELS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Arte Hotels LLC
        899 South Curtiswood Lane
        Nashville, TN 37204

Bankruptcy Case No.: 08-08743

Chapter 11 Petition Date: September 25, 2008

Court: Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Jonathan Jackson Pledger, Esq.
                  jjpledger@comcast.net
                  219 Third Avenue North
                  Franklin, TN 37064
                  Tel: (615) 479-3011
                  Fax: (615) 256-9235

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

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


ASARCO LLC: Asbestos Claimants' Request for $2.7BB Bonds Denied
---------------------------------------------------------------
Judge Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas did not approve, at this time, the
request of the Official Committee of Asbestos Claimants for
Asarco Incorporated and Americas Mining Corporation to post a
$2,700,000,000 bond necessary to consummate the Plan of
Reorganization they proposed for ASARCO LLC, Southern Peru
Holdings, LLC, and AR Sacaton, LLC, Courtroom minutes of the
September 23, 2008 hearing on the request indicate.

Prior to the hearing on the Committee's bond request, the Parent
objected arguing that the bond request was prematurely filed and
is without factual or legal support.  The Parent argued that the
Bond Request should be denied because it would be patently unfair
for the Court to apply the Committee's demands solely to the
Parent's Plan and not to the Debtors' Plan.

The glaring unfairness of the Deposit Motion exposes the
Committee's agenda, which is not to protect the Debtors' estates,
but to drive away the Parent, Luc A Despins, Esq., at Milbank,
Tweed, Hadley & McCloy, LLP, in New York, told the Court.  The
motivation of the Committee, he said, might be driven by the fact
that it has negotiated a recovery for its constituents under the
Debtors' Plan that allows them to receive an outrageous windfall
in the form of uncapped recovery from certain litigation
proceeds.  That windfall, Mr. Despins pointed out, is jeopardized
by the Parent's Plan and therefore the true motive for the filing
of the Deposit Motion is clear.

                          About ASARCO LLC

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

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

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

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

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

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

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

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

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

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

(ASARCO Bankruptcy News Issue No. 85; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


ASARCO LLC: Sterlite's Parent Pulls Out Own Restructuring Plans
---------------------------------------------------------------
Vedanta Plc, parent of Sterlite Industries (India) Limited, has
decided not to pursue the restructuring plans it disclosed on
Sept. 9, 2008, citing financial turmoil and objections from
shareholders.

Sterlite is the stalking horse bidder for substantially all of
ASARCO LLC's assets and has offered $2,600,000,000 for the
assets, which sale proceeds will be used to finance ASARCO's plan
of reorganization.

The restructuring, according to MarketWatch, was a direct
response to shareholder requests to simplify the current
corporate structure and eliminate conflicts of interest.  
Bloomberg News said Vedanta intended to reorganize into three
units, creating a group for copper and zinc-lead, one for
aluminum and energy and another for iron ore.  

The company, Liberum Capital told Bloomberg, may be facing a
slowdown in earnings growth as zinc and lead prices have fallen
more than 20% in 2008 and copper has slumped 19% since July 2,
2008.

However, Vedanta said in a public statement that it remains
committed to simplifying and streamlining its corporate
structure.  Anil Agarwal, Chairman of Vedanta, said in an
interview with Money Control, that post the market turmoil,
Vedanta got mixed reactions from investors.  So, he said he feels
that given the market circumstances, Vedanta should not pursue
restructuring.  He added that there is no point to go for a new
scheme when markets are struggling, the report said.

                          About ASARCO LLC

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

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

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

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

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

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

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

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

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

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

(ASARCO Bankruptcy News Issue No. 85; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


ASARCO LLC: USW Commends DOJ for Objecting to Parent's Plan
-----------------------------------------------------------
The United Steelworkers praised the United States Department of
Justice and the Attorneys General of nine states for their
Sept. 12, 2008 filing with the U.S. Bankruptcy Court for the
Southern District of Texas in which they opposed the effort of
Grupo Mexico and its affiliates to regain control of ASARCO.  In
the filing, the DOJ and nine co-signing states urged that the
Bankruptcy Court give no further consideration to Grupo Mexico's
proposed Plan of Reorganization for ASARCO and instead go forward
solely with the ASARCO plan at the confirmation hearings in
November.

The co-signing states included Arizona, California, Colorado,
Idaho, Missouri, Montana, Nebraska, New Jersey and Washington.

"We are pleased to see the Department of Justice and the
nine states' stance and their efforts to hold Grupo Mexico
accountable for its outrageous conduct," Terry Bonds, Director
of USW District 12, said.  "Along with the recent court decision
against Grupo Mexico concerning the fraudulent conveyance of
ASARCO's Southern Peru Copper shares, which concluded that
Grupo had mislead the public and the DOJ and taken action to
delay and hinder creditors from receiving payment on their
claims, this filing by the DOJ represents a very positive turn
of events in the ASARCO Bankruptcy Case."

According to the DOJ and the nine states, Grupo Mexico has
squandered its opportunity to propose a plan which would provide
for meaningful settlement of ASARCO's outstanding liabilities.
Grupo's proposal is especially disturbing in light of the fact
that it has already been found by a United States District Court
to have defrauded creditors and mislead the public and the DOJ.
Worse, as the filing emphasizes, many of ASARCO's liabilities
represent real dangers to the health and welfare of many
communities throughout the United States.
     
The DOJ's filing relates that Grupo Mexico has ignored the
Bankruptcy Court's admonitions that it try to seek settlements
with key constituents.  Over the last few months Grupo has made no
settlement proposals to the DOJ to resolve ASARCO's environmental
liabilities.  In fact, Grupo has suggested that the environmental
claimants should not even have the right to vote on its proposed
Plan of Reorganization.

The filing goes on to warn that the Grupo Plan does not take
into account the danger of a strike by union members working at
ASARCO if Grupo regains control and how such a labor dispute
could further affect creditor recoveries.

                          About ASARCO LLC

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

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

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

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

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

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

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

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

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

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

(ASARCO Bankruptcy News Issue No. 85; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


AVICENA GROUP: Names Ryan Kiss and Rick Stewart to Board
--------------------------------------------------------
Avicena Group Inc. disclosed in a Securities and Exchange
Commission filing that on Sept. 12, 2008, Dr. Leslie Fang, a
member of its Board of Directors has resignation from the Board,
effective immediately.

The resignation was not the result of a disagreement with the
Company on any matters relating to its operations, policies or
practices.  Dr. Fang also resigned as Chairman of the company's
Scientific Advisory Board and its Chief Scientific Officer.

On Sept. 12, 2008, the company's Board of Directors elected Ryan
Kiss as Director to fill a vacancy on the board.  Mr. Kiss is the
Managing Director and Chairman of Link Financial Partners.  No
fees will be paid or stock options granted in connection with this
election.

On Sept. 12, 2008, the company's Board of Directors also elected
Rick Stewart as Director to fill a vacancy on the board. Mr.
Stewart is the former Chief Executive Officer of Amarin
Corporation PLC.  No fees will be paid or stock options granted in
connection with this election.  

Pursuant to a letter agreement dated as of June 5, 2008 with the
company, Mr. Stewart currently serves as a financial, strategic
and operational advisor to the company, providing counsel to the
company's Board of Directors on certain transactions of the
company, including any recapitalization, restructuring, sale of
assets, stock or a change of control of the company.

In connection with advisory services rendered to the company, if
the company consummates a Transaction within one year of the
effective date of the letter agreement, Mr. Stewart will receive
an advisory fee equal to 3% of the gross proceeds received by the
company in connection with any Transaction, but in any event, not
less than $500,000.

                       About Avicena Group

Headquartered in Palo Alto, Calif., Avicena Group Inc. (OTC BB:
AVGO.OB) -- http://www.avicenagroup.com/ -- is a late-stage
biotechnology company that develops central nervous system
therapeutics for neurodegenerative diseases.  The company's core
technologies have broad applications in both pharmaceuticals and
dermaceuticals.  Avicena's pharmaceutical program centers on rare
neurological disorders.  Unlike traditional biotechnology
companies, Avicena's clinical programs are largely funded by
government and non-profit organizations.  Avicena presently
derives revenue from the sale of proprietary dermaceutical
ingredients to skin care manufacturers.

Avicena Group's unaudited balance sheet as at March 31, 2008,
showed total assets of $832,553, total liabilities of $11,774,635,
convertible preferred stock of $3,621,463, resulting to a
$14,563,545 stockholders' deficit.


AVICENA GROUP: Grosses $1,000,000 in Private Placement
------------------------------------------------------
Avicena Group Inc. disclosed in a Securities and Exchange
Commission filing that on Sept. 18, 2008, it consummated a private
placement financing transaction with 11 institutional and
accredited investors located outside the U.S.

The Company received total gross proceeds of $1,000,000 from the
financing in three traunches:

   -- $100,000 was received as an advance on March 20, 2008;
   -- $600,000 was received as an advance on April 8, 2008;
   -- an additional $300,000 was received on Sept. 12, 2008.

The Company and each of the Investors entered into a subscription
agreement for the Company's Series D Convertible Preferred Stock
with a deemed effective date of Sept. 18, 2008.  Pursuant to the
Securities Purchase Agreement, the Company offered and sold to the
Investors:

  (i) 200 shares of its newly designated Series D Convertible
      Preferred Stock, and

(ii) warrants exercisable for shares of the Company's common
      stock.

The purpose of the financing was to meet immediate cash needs of
the Company and obtain additional product so that the Company can
continue its Clinical Trials.  The Company will need to raise
additional capital to fund its ongoing operations, reduce its
liabilities, and carry out its business plans.  Any such capital
raised will likely be highly dilutive to current stockholders.
Additional funds may not be available on acceptable terms, if at
all.  The Company's failure to raise capital when needed and on
acceptable terms would require it to reduce operating expenses,
delay or reduce the scope of or eliminate one or more of the
Company's development programs and would limit its ability to
respond to competitive pressures or unanticipated requirements and
to continue operations.  Any one of the foregoing would have a
material adverse effect on the Company's business, financial
condition and results of operations.

The Company does not have enough authorized, unissued shares of
its Common Stock available to convert all of its currently
outstanding Preferred Stock and other convertible securities and
warrants. Under the Securities Purchase Agreement, the Company
agreed to use best efforts as soon as reasonably practicable
following the Financing to seek stockholder approval for, among
other things, amending the certificate of incorporation to
increase its authorized capital stock to a number the sufficient
to enable the conversion into Common Stock of all of the Series D
Preferred Stock.

                   Securities Purchase Agreement

The Securities Purchase Agreement provides for the sale of Units,
at a purchase price of $5,000 per Unit.  Each Unit consists of a
share of Series D Preferred Stock having a stated value of $5,000
per share and a Series D Warrant to purchase 650,000 shares of the
Company's Common stock at a per share exercise price of $0.04. In
the closing, which occurred on Sept. 18, 2008, the Company sold
200 Units for a purchase price of $1,000,000.  Each share of
Series D Preferred Stock is convertible into 1,000,000 shares of
the Company's Common Stock.  The remainder of the Series D
Preferred Stock and related Series D Warrants may be sold at any
time, subject to the written consent of a majority of the holders
of the Units issued pursuant to the Securities Purchase Agreement.

The Company also agreed that until such time as a new financing in
excess of $10,000,000 of the Company's equity securities is
obtained, if the conversion prices of the Company's Series A
Preferred Stock, Series B Preferred Stock or Series C Preferred
Stock is reduced below $0.05 per share, other than through stock
splits, combinations or the like, then the Company will similarly
reduce the conversion price of its Series D Preferred Stock such
that the percentage ownership previously held by the holders of
the Series D Preferred Stock is not reduced relative to that of
the holders of the Company's other Preferred Stock.

                       About Avicena Group

Headquartered in Palo Alto, Calif., Avicena Group Inc. (OTC BB:
AVGO.OB) -- http://www.avicenagroup.com/ -- is a late-stage
biotechnology company that develops central nervous system
therapeutics for neurodegenerative diseases.  The company's core
technologies have broad applications in both pharmaceuticals and
dermaceuticals.  Avicena's pharmaceutical program centers on rare
neurological disorders.  Unlike traditional biotechnology
companies, Avicena's clinical programs are largely funded by
government and non-profit organizations.  Avicena presently
derives revenue from the sale of proprietary dermaceutical
ingredients to skin care manufacturers.

Avicena Group's unaudited balance sheet as at March 31, 2008,
showed total assets of $832,553, total liabilities of $11,774,635,
convertible preferred stock of $3,621,463, resulting to a
$14,563,545 stockholders' deficit.


AVICENA GROUP: Delays Filing of June 2008 Quarterly Report
----------------------------------------------------------
Michael Sullivan, Vice President of Finance at Avicena Group,
Inc., informed the U.S. Securities and Exchange Commission that
due to a lack of sufficient working capital and resources required
to prepare the Company's financial statements, and because the
Company has recently devoted substantial time and effort to the
private placement and to other corporate activities, the Company
has been unable to prepare and file its Form 10-Q for the period
ended June 30, 2008, which was due no later than August 14, 2008,
without unreasonable effort or expense.  It is uncertain when the
Company will be able to file this report, he said.

Headquartered in Palo Alto, Calif., Avicena Group Inc. (OTC BB:
AVGO.OB) -- http://www.avicenagroup.com/ -- is a late-stage
biotechnology company that develops central nervous system
therapeutics for neurodegenerative diseases.  The company's core
technologies have broad applications in both pharmaceuticals and
dermaceuticals.  Avicena's pharmaceutical program centers on rare
neurological disorders.  Unlike traditional biotechnology
companies, Avicena's clinical programs are largely funded by
government and non-profit organizations.  Avicena presently
derives revenue from the sale of proprietary dermaceutical
ingredients to skin care manufacturers.

Avicena Group's unaudited balance sheet as at March 31, 2008,
showed total assets of $832,553, total liabilities of $11,774,635,
convertible preferred stock of $3,621,463, resulting to a
$14,563,545 stockholders' deficit.


BANC OF AMERICA: S&P Lowers Ratings on 13 Classes of Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes of mortgage pass-through certificates from Banc of America
Funding 2006-B Trust, a residential mortgage-backed securities
transaction backed by U.S. prime jumbo mortgage loan collateral.  
In addition, S&P affirmed its ratings on two classes from this
transaction.

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.  During the September
2008 distribution period, severe delinquency levels continued to
increase steadily, as the dollar amount rose to $19.681 million in
September 2008 from $18.444 million in August 2008.
     
S&P assumed that 50% of the 60-day delinquent loans and 100% of
the 90-day delinquent loans would be in foreclosure within five
months.  S&P then added this amount to the current foreclosure
amount, since this provided a forecast that is more consistent
with the current delinquency performance trend.  S&P adjusted its
lifetime projected losses figure upward to ensure that it
adequately covered two times its estimated losses on the loans
currently in the delinquency pipeline.  S&P's new lifetime
projected losses for this U.S. RMBS transaction, as a percentage
of the original pool balance, is now 2.99%.
     
Cumulative losses to date total 0.11% of the original pool
balance.  For the senior classes with ratings lowered to 'A',
current credit support is approximately 10% of the current pool
balance, near S&P's 2.5 multiple of current credit support times
S&P's projected remaining losses (4.11% of current pool balance).  
For the senior classes with ratings lowered to 'BB', current
credit support is approximately 5.8%, near S&P's 1.5 multiple of
current credit support times S&P's projected remaining losses.  
For class B-1, which S&P downgraded to 'CCC', current credit
support is approximately 3.2%, well below its 1x multiple for a
'B' rating.
     
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 this transaction.  The
underlying collateral for this deal consists of adjustable-rate
U.S. prime jumbo mortgage loans secured primarily by first liens
on one- to four-family properties with original terms to maturity
of no more than 30 years.  These mortgage loans provide for a
fixed interest rate during an initial period of approximately
three, five, seven, or 10 years from the date of origination of
such mortgage loan, and thereafter provide for annual adjustments
to that interest rate at the end of the initial fixed-rate period.
     
Standard & Poor's will continue to monitor the RMBS transactions
it rates and take rating actions, including CreditWatch
placements, when appropriate.  
  
                          Ratings Lowered

                Banc of America Funding 2006-B Trust
                 Mortgage pass-through certificates

                                           Rating
                                           ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            1-A-1      058928AA0     A              AAA
            1-A-2      058928AB8     BB             A
            2-A-1      058928AD4     A              AAA
            2-A-2      058928AE2     BB             A
            3-A-1      058928AF9     A              AAA
            3-A-2      058928AG7     BB             A
            4-A-1      058928AH5     A              AAA
            4-A-2      058928AJ1     BB             A
            5-A-1      058928AK8     BB             A
            6-A-1      058928AL6     A              AAA
            6-A-2      058928AM4     BB             A
            7-A-2      058928AP7     BB             A
            B-1        058928AQ5     CCC            BB

                          Ratings Affirmed

                Banc of America Funding 2006-B Trust
                 Mortgage pass-through certificates
                          
                  Class      CUSIP         Rating
                  -----      -----         ------
                  7-A-1      058928AN2     AAA
                  B-5        058928AU6     CC


BANKUNITED FINANCIAL: Fitch Junks Long-Term Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has downgraded the long-term ratings of BankUnited
Financial Corporation and its subsidiaries.  At the same time, all
ratings of BKUNA and its subsidiaries are placed on Rating Watch
Negative.

Ratings downgraded, on Rating Watch Negative:

BankUnited Financial Corporation
  -- Long-term Issuer Default Rating to 'CCC' from 'BB-';
  -- Senior debt to 'C/RR6' from 'BB';
  -- Short-term IDR to 'C' from 'B'.

Rating downgraded:
  -- Individual rating to 'E' from 'D'.

The downgrades reflect the recent events that have adversely
affected BKUNA's credit profile, adding to Fitch's concerns
previously noted in the last Rating Action Commentary on Aug. 21,
2008.  Fitch also believes that BKUNA's financial flexibility may
weaken further as the prospects for raising the $400 million in
capital from external sources in the current environment remain
low.

On Sept. 19, 2008, BKUNA announced that it has agreed to a Cease
and Desist Order with the Office of Thrift Supervision.  The
recent regulatory action significantly weakens the liquidity
profile of the holding company as the regulators restrict payments
from the bank to the holding company.  The C&D requires
maintaining the bank's Tier I capital ratio above 7%, Total Risk
Based Capital ratio above 14% by Dec. 31, 2008, and limits cash
dividends by the bank without the prior written consent of
regulators.  

The regulatory order cites that BKUNA has engaged in unsafe and
unsound practices leading to a significant rise in delinquencies
and defaults in its payment option ARM portfolio.  The order also
requires enhancements to the bank's loan loss reserve, limits
asset growth and terminates the origination of negative
amortization loans as well as reduced documentation loans.  In May
2008, BKUNA had stopped originating option ARMs and reduced/no
documentation loan products.  The company also announced Mortgage
Assistance Program, which could help it work through some of the
risks and credit concerns regarding its option ARM portfolio over
time.  Fitch will closely monitor the execution of this
initiative.

On Sept. 19, BKUNA also announced the deferral of payments on
trust preferred securities and, as a result, Fitch has downgraded
these securities to 'C'.  Fitch has also assigned recovery ratings
to various obligations of BKUNA.  Of note, the recovery rating of
'RR6' on holding company senior notes reflect their structural
subordination to the bank's creditors including especially
depositors and the Federal Home Loan Bank of Atlanta, to which
BKUNA had pledged $9.2 billion of mortgage loans and securities as
collateral as of June 30, 2008.

Ratings downgraded and placed on Rating Watch Negative:

BankUnited FSB
  -- Long-term IDR to 'CCC+' from 'BB';
  -- Long-term deposits to 'CCC+' from 'BB';
  -- Short-term IDR to 'C' from 'B';
  -- Short-term deposits to 'C' from 'B';
  -- Individual to 'E' from 'D';

BankUnited Statutory Trust VIII, IX, XI, XII
  -- Preferred stock to 'C/RR6' from 'B-'.

BUFC Statutory Trust VII, X
  -- Preferred stock to 'C/RR6' from 'B-'.

Ratings remain on Rating Watch Negative:

BankUnited Financial Corporation
  -- Support Rating at '5';
  -- Support Floor at 'NF'

BankUnited FSB
  -- Support at '5;
  -- Support Floor at 'NF'


BILL HEARD: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Dawn McCarty of Bloomberg News reports that Bill Heard
Enterprises, Inc., and its debtor-affiliates filed for Chapter 11
bankruptcy protection separately with the U.S. Bankruptcy Court
for the Northern District of Alabama (Lead Case No. 08-83029),
citing a declining automobile market after it closed 14 showrooms
and fired most of its 3,200 employees last week.

"The difficult financing conditions the automobile industry as a
whole has faced because of the subprime lending industry
collapse” contributed to the closing, the Debtors said on its Web
site according to the report.

The 40 largest creditors without collateral backing their claims
are owed a total of $7.1 million.  The Debtors listed their
largest unsecured creditors as Frost National Bank, owed
$1 million plus accrued interest; Nevada Department of
Taxation, owed $970,972 for estimated sales tax; and Texas
Comptroller of Public Accounts, owed $911,026 for estimated sales
tax.

Huntsville, Alabama-based Bill Heard Enterprises, Inc.,--
http://www.billheardhuntsville.com/-- sells second-hand  
automobiles.  Derek F. Meek, Esq., at Burr & Forman, LLP,
represents the Debtors in their restructuring efforts.  In its
filing, the Lead Debtor listed between $500 million and $1 billion
in assets and $500 million and $1 billion in debts.


BILL HEARD: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Bill Heard Enterprises Inc.
             4930 University Drive
             Huntsville, AL 35816
             Tel: (205) 251-3000

Bankruptcy Case No.: 08-83029

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Bill Heard Chevrolet, Inc.                         08-83028  
Bill Heard Chevrolet Company                       08-83030  
Tom Jumper Chevrolet, Inc                          08-83031
Bill Heard Chevrolet, Inc.                         08-83032  
Landmark Chevrolet, LTD                            08-83033  
Bill Heard Chevrolet Corporation                   08-83034
Bill Heard Chevrolet, LTD                          08-83035
Bill Heard Chevrolet Corporation                   08-83036  
Bill Heard Chevrolet Corporation                   08-83037  
Twentieth Century Land Corp.                       08-83038  
Bill Heard Chevrolet Corporation                   08-83039  
Enterprise Aviation, Inc.                          08-83040
Bill Heard Chevrolet Inc.                          08-83041  
Century Land Corporation                           08-83042  
Century Land Company                               08-83043  
Bill Heard Chevrolet at Town Center, LLC           08-83044  
Bill Heard Management, LLC                         08-83045
Bill Heard Chevrolet, Inc.                         08-83046  
Landmark Vehicle Management, LLC                   08-83047  
Bill Heard Chevrolet, Inc.                         08-83048
Bill Heard Chevrolet, Inc.                         08-83049  
Georgia Services Group, LLC                        08-83050  
Columbus Transportation, LLC                       08-83051

Type of Business: The Debtors sell second-hand automobiles.
                  See: http://www.billheardhuntsville.com/

Chapter 11 Petition Date: September 28, 2008

Court: Northern District of Alabama (Decatur)

Debtor's Counsel: Derek F. Meek, Esq.
                  dmeek@burr.com
                  Burr & Forman LLP
                  420 North 20th Street, Suite 3100
                  Birmingham, AL 35203
                  Tel: (205) 251-3000
                  Fax: (205) 458-5100

Estimated Assets: $500 million to $1 billion

Estimated Debts: $500 million to $1 billion

Debtor's 40 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
ADP Dealer Services            trade debt            $242,620
1950 Hassell Road
Hoffman Estates, IL 60195
Tel: (847) 397-1700
Fax: (847) 310-0219

Florida Dept. of Revenue       sales tax             $216,346
General Tax Admin
1379 Blountstown Highway
Tallahasse, FL 32304-2716
Tel: (904) 922-4743
Fax: (904) 488-0024

Dept. of Revenue               sales tax             $193,051
1600 West Monroe
Phoenix, AZ 85007-2650
Tel: (602) 542-3887
Fax: (602) 542-4772

Factory Motor Parts Co.        trade debt            $190,466

Weaver Distributors Inc.       trade debt            $142,902

Enterprises-Rent-A-Car         trade debt            $105,801

Cox Radio - Houston            trade debt            $102,379

Dept. of Revenue               tax sales             $90,391

Clear Channel                  trade debt            $88,909

Dept. of Revenue               sales tax             $85,000

Communicorp                    trade debt            $83,185

Johnson Industries             trade debt            $83,038

Mid-America Parts Distrib.     trade debt            $71,129

Liberman Broadcasting          trade debt            $69,615

Navistar International         trade debt            $66,772

Georgia Power                  trade debt            $65,862

West Point Lincoln             trade debt            $65,343

DeFalco Advertising            trade debt            $62,755

Hackney                        trade debt            $61,442

Premaco Inc.                   trade debt            $58,398

Keystone Automotive Ind.       trade debt            $55,176

Smyrna Cargo                   trade debt            $52,417

Supreme Corporation            trade debt            $51,836

Fleetwing Corporation          trade debt            $50,108

JAM Distributing Co.           trade debt            $49,836

Univision Radio Brdcast        trade debt            $47,652

Bellaire Air Conditioning      trade debt            $47,555

Florida Power                  trade debt            $46,212

Commercial Trk & Van           trade debt            $43,496

Comcast spotlight              trade debt            $42,858

ACS of Georgia                 trade debt            $41,768

Genesis Marketing Group I      trade debt            $41,400

Florida Automotive Dist.       trade debt            $41,332

Reflexxion Automotive Pro      trade debt            $40,378


BLOUNT INC: S&P Changes Outlook to Stable on Good Credit Measures
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Blount
Inc. to stable from negative.  At the same time, S&P affirmed its
ratings on the company, including its 'BB-' corporate credit
rating.  The company had total balance sheet debt of about
$340 million at June 30, 2008.
     
"The outlook revision reflects Blount's continued good credit
measures in spite of a weaker domestic end market for its
products," said Standard & Poor's credit analyst Dan Picciotto.  
The company has bolstered its position in the global saw chain
market through the acquisition of Carlton Holdings Inc. in May
2008.  This follows the divestiture of the highly cyclical
forestry segment in late 2007.
     
The speculative-grade ratings on Blount reflect the company's
aggressively leveraged financial profile and its weak business
risk profile, as company has limited product diversity and remains
exposed to cyclical end markets.  Somewhat offsetting these
factors are Blount's significant share of replacement product
sales, solid market shares, and diversified customer base.
     
Portland, Oregon-based Blount is a specialty manufacturer and
marketer of a variety of products -- including saw chains and
other cutting-related products -- primarily for the forest
products and construction sectors.  Blount serves cyclical end
markets, and its business units have a fair amount of operating
leverage, which make its earnings variable over the business
cycle.
     
Blount's competitive strengths include its leading market shares
and brand image, particularly under the Oregon Cutting Systems
name; these enable the company to garner a large share of the
market for replacement parts.  Other business strengths are its
good customer mix and geographic diversity.
     
The outlook is stable.  A positive rating action is limited by
S&P's assessment of the business risk profile and the company's
aggressive financial policy.  A negative action could occur if the
company is unable to maintain FFO to debt of at least 15% and debt
to EBITDA rises to more than 4x.  For example, if a combination of
weak market and competitive pressures resulted in moderate revenue
declines and operating margin deteriorated to less than 17%, key
credit measures could come under pressure.


BLUE WATER: Court Confirms Amended Joint Plan of Liquidation
------------------------------------------------------------
Judge Marci McIvor of the U.S. Bankruptcy Court for the Eastern
District of Michigan, according to Bloomberg News, confirmed on
Sept. 23, 2008, the Amended Joint Plan of Liquidation filed by
Blue Water Automotive Systems Inc., and its debtor affiliates.

The Amended Plan provides for the sale of Blue Water's assets, in
bulk or piecemeal with proceeds to be applied to its secured debts
to CIT Capital USA, Inc., and CIT Group/Equipment Financing, Inc.  
CIT Equipment has already credit bid Blue Water's real property
located in a Haas, Michigan plant for $3,000,000.  Sales of Blue
Water's assets including real estate and equipment are on-going.

Blue Water previously failed on its efforts to sell substantially
all of its assets, first to NYX, Inc., for $28,000,000, and second
to Flex-N-Gate, LLC, for $39,500,000, after determining that
proceeds from either sale will not be enough to satisfy Blue
Water's more than $40,000,000 collateralized loans from the CIT
Entities.

Blue Water started ceasing operations of its plants in the
United States immediately after announcing the failure of the sale
negotiations.  Bloomberg said Blue Water's last plant ceased
production on September 26.

"There's been a lot of devastation in the market," Blue Water's
chief executive officer, James Sampson, told Bloomberg in a phone
interview.  "Hopefully the remaining players will find a way to
survive, and employees in the area can find other opportunities."  

Mr. Sampson also disclosed the sale of Blue Water's non-Debtor
Mexican affiliate, Blue Water Systems Mexico, S. de R.L. de C.V.,
in the coming weeks, keeping about 250 jobs.

                 Plan Confirmation Objections

The confirmation of Blue Water's Liquidating Plan has been
impeded by overwhelming creditor objections led by the CIT
Entities, General Motors Corporation and the Official Committee
of Unsecured Creditors.  Both GM and the Creditors' Committee
have sought conversion of Blue Water's case to Chapter 7.

Just before the September 23 Confirmation Hearing, Chrysler LLC
reiterated its stand that the Debtors' Amended Joint Plan of
Liquidation should not be confirmed because the Plan:

   -- fails to provide adequate assurance evidence that
      administrative claims allowed under Section 503(b) of the
      Bankruptcy Code will be paid on the Effective Date;

   -- the Plan impermissibly subordinates Chrysler's Cash
      Collateral Lien to interests held by Ford Motor Co.;

   -- discharges claims constituting Chrysler's collateral
      without providing immediate full payment and discharge of
      the Cash Collateral Lien;

   -- impermissibly provides more favorable treatment to certain
      creditors in the same class of claims as Chrysler; and

   -- improperly attempts to discharge Chrysler's setoff and
      recoupment rights as a secured party.

Chrysler complained that the Amended Plan is inconsistent in its
treatment of claims as it seeks to pay the claims of other
secured creditors, yet it proposes to completely disallow
Chrysler's secured claim.  The Debtors, Chrysler told Judge
McIvor, have exempted Ford and General Motors Corporation from
the provisions that extinguish claims thereby favoring certain
creditors over others.

Chrysler related that the Debtors have not explained to parties-
in-interest why their full release of claims aggregating
$7,500,000 against Ford will be of benefit to the estates; not to
mention that the Debtors provided no evidence on the benefit the
full release of the claims may confer.  Chrysler, which holds a
security interest in the Debtors' Claims against Ford, objected
to the release without any evidence of the benefit received by
the Debtors, other than the Amended Plan support payments and
bonuses to the Debtors' insiders.

        Blue Water Resolves Issues with Tooling Vendors

Before the Confirmation Hearing, the Debtors sought and obtained
Court approval of separate stipulations they entered into with
six tooling vendors resolving, among others, (i) applicable
tooling issues and (ii) objections to the Debtors' Amended Joint
Plan of Liquidation:

   * Kimastle Corporation
   * Radiance Mold & Engineering, Inc.
   * Standex International Corporation
   * Tri-way Mold & Engineering, Inc.
   * PME Companies, Inc.
   * Innovative Mold, Inc.,

The parties agreed that the Amended Plan and its Confirmation
Order do not determine which contracts of the Tooling Vendors are
executory.  Moreover, any contract, to which the Tooling Vendors
received payment on, will be deemed as assumed.  Any assumed
contract will neither be affected by the Amended Plan and its
Confirmation Order, nor be rejected in the future.

The Tooling Vendors agreed to waive any unpaid administrative
claim they would have against the Debtors, but not any unsecured
claim.  

With respect to Kimastle, it will not waive its Section 503(b)(9)
Claim, as Kimastle is deemed to have accepted the terms of the
Section 503(b)(9) Settlement.  In the event that the Section
503(b)(9) Settlement is not approved, Kimastle will be deemed to
accept 25% of its Section 503(b)(9) Claim in full satisfaction of
its Claim.

Tri-way, PME, Innovative and Kimastle's applicable purchase
orders entered into with the Debtors are deemed rejected and the  
liens on their tooling are recognized.  Accordingly, the parties
agree to the modification of the automatic stay to allow the
applicable tooling vendors to enforce the liens on their tooling.

In the same way that the Debtors are deemed to have abandoned
their interest on the tooling, the Debtors will not object to the
applicable tooling vendors' assertion of any other liens on the
basis that these tooling vendors have waived their lien rights by
accepting and performing the Debtors' purchase orders.  

The Debtors agree to advise PME no later than October 13, 2008,
the location of its tooling.  Any provision of the Amended Plan
when it comes to treatment of claims will not affect PME's liens
in its tooling

Innovative and PME have agreed to explicitly withdraw their
objections to the Amended Plan.  In another filing, Tri-way has
withdrawn its objection to the Amended Plan.

                        *     *     *

The Court has not yet issued a written order confirming Blue
Water's Liquidation Plan as of Sept. 25, 2008.

                 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. 30, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or      
215/945-7000)


BLUE WATER: Court Approves Plan Settlement, Objections Overruled
----------------------------------------------------------------
Judge Marci McIvor of the the U.S. Bankruptcy Court for the
Eastern District of Michigan approved a Plan Settlement, according
to Bloomberg News, over the objections filed by General Motors
Corporation, Chrysler LLC, The Dow Chemical Company, and
Packaging Corporation of America.

The Plan Settlement entered into among Blue Water Automotive
Systems Inc., and its debtor affiliates, Ford Motor Co., the
Official Committee of Unsecured Creditors, and CIT Capital USA,
Inc., CIT Group/Equipment Financing, Inc., calls for Ford to
place $1,700,000 into an escrow account to pay (i) allowed claims
asserted under Section 503(b)(9) of the Bankruptcy Code, and
(ii) $900,000 of initial funding for the Creditors' Trust.

GM argued that the Plan Settlement, at best, is "a clever scheme
to accomplish indirectly what cannot be done directly," thus
skirting significant creditor protections provided by the
Bankruptcy Code.  The Plan Settlement not only improperly
provides for distributions to the Creditors' Trust and to non-
priority claims, GM complained that the funding for
administrative creditors under the Settlement Agreement is
woefully inadequate to pay GM's $1,110,000 allowed claim, let
alone any additional senior claims.

GM disclosed that the Debtors even admitted that their desired
affect of pursuing separate approval of the Settlement Agreement
is to bypass the need for obtaining administrative creditor
approval of the Amended Plan.  

These deliberate efforts to lock the estates into a plan amounts
to an impermissible de facto plan for which the Court can not
give its stamp of approval, Aaron M. Silver, Esq., at Honigman
Miller Schwartz and Cohn LLP, in Detroit, Michigan, argued for
GM.

Chrysler also complained that the Plan Settlement impermissibly
subordinates its Cash Collateral Lien to Ford's Cash Collateral
Lien rights, which contradicts the priorities set forth in the
DIP Final Order.  Chrysler contested the Debtors' full release of
their claims against Ford totaling $7,500,000 as the Debtors have
not provided any reason how the full release can be beneficial to
the Debtors' estates.  

Chrysler asserted a $713,000 secured claim from the Cash
Collateral Loan and a $1,500,000 administrative claim arising
from the Chrysler Accommodation Agreement and the Credit
Enhancement Agreement.  Not only did the Debtors fall short in
giving notice to the Plan Settlement, the Court should deny the
Settlement Agreement, Chrysler asserted.

Dow Chemical wanted to clarify the status of its allowed Claim
No. 1130 for $91,490.  Dow Chemical also imparted that the
Settlement Agreement failed to resolve any deficiency of the
Amended Plan.  Packaging Corporation concurred to Dow Chemical's
arguments.

Judge McIvor has not yet issued a written order approving the
settlement as of Sept. 25, 2008.

                 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. 30, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or      
215/945-7000)


BOOM DRILLING: Ct. Grants Interim Authority to Use Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma has
granted Boom Drilling Inc. permission, on an interim basis, to use
cash collateral to fund operating expenses through Oct. 9,  
pending a final hearing on the company's motion, Marie Price of
The Journal Record (Oklahoma City) reported Thursday.

In an emergency motion to the Court, Boom detailed total expenses
of almost $5.7 million for Sept. 8 through Nov. 2, plus about
$1.5 million in rig-related expenses.  

"The debtor's ability to maintain its operations, successfully
reorganize its financial affairs, and eventually repay its secured
and unsecured creditors, depends upon the debtor's ability to use
the cash collateral," the drilling company said in a recent
filing.

Boom Drilling told the Court that it owes the Internal Revenue
Service about $3.7 million, and that the IRS has filed notices of
tax liens on its property, according to Ms. Price.

Laurus Master Fund Ltd., the company's largest creditor with a
claim of almost $79.6 million, is claiming a security interest in
Boom's accounts receivable from drilling rigs, which the company
disputes.  International Bank of Commerce asserts a secured claim
of about $381,000.

Laurus, the IRS and IBC consented to the use of cash collateral.

Attorney Stephen Moriarty said that the company hopes to emerge
from Chapter 11 within about nine months.

                       About Boom Drilling

Headquartered in Woodward, Oklahoma, Boom Drilling Inc. --  
http://www.boomdrilling.com/-- owns and operates 12 oil and gas     
drilling rigs together with associated parts, components and  
drilling related equipment.  It has approximately 400 employees.   
The company and its affiliates filed for Chapter 11 protection on  
Sept. 8, 2008 (Bankr. W.D. Okla. Lead Case No. 08-13941).  Stephen  
J. Moriarty, Esq., at Andrews Davis, PC, represents the Debtors in  
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed assets of between
$100 million and $500 million, and debts of between $50 million
and $100 million.


CALPINE CORP: To Increase Investment to Reduce Plant Breakdowns
---------------------------------------------------------------
Calpine Corporation's chief executive officer Jack Fusco, during
the energy/power conference hosted by Lehman Brothers Holdings
Inc., on Sept. 4, 2008, outlined his plans for the energy
company's future, which plans focus on increased investments to
increase plant efficiencies.

Among Mr. Fusco's plans for Calpine to be the "premier
independent power provider" is to (i) focus on organizational
effectiveness and asset optimization to increase value and
earnings power; (ii) invest in existing plant upgrades to deliver
low cost, high margin returns; and (iii) leverage existing sites,
relationships and knowledge to grow the portfolio in a
financially disciplined manner.

In the near-term, Calpine expects to utilize cash to pay down
debt and strategically invest in high-return projects, Mr. Fusco
said in his presentation at the conference.  Beginning 2009, cash
sweep provisions of Calpine's $7,300,000,000 exit financing.

Calpine, according to Mr. Fusco, is currently developing three
facilities:

   -- a 1,005MW gas-fired facility known as the Greenfield Energy
      Center, projected to begin operations in October 2008;

   -- a 596MW combined-cycle plant known as the Otay Mesa Energy
      Center, projected to being operation in the third quarter
      of 2009; and

   -- a 600MW combined-cycle plant, known as the Russell City,
      projected to begin operations in the second quarter of
      2012.

Mr. Fusco, Bloomberg reported, said during the conference that
Calpine's 77 plants should be ready to run 95% of the time, up
from 90% in the second quarter of 2008.  A small incremental
change in the outage rate makes a big difference, Mr. Fusco said.  
Calpine's breakdown rates, he added, "are higher than what you'd
expect for new, young plants."

"You're going to see the focus be on the plants," Bloomberg
quoted Mr. Fusco as saying.  "The corporate culture is going to
change from trading and marketing."

         Investors Confident in Calpine, Analyst Says

Jonathan Moreland, research director of InsiderInsights,
according to a Wall Street Journal report, said recent purchases
by Calpine's executives and three large hedge funds constitute a
"very large positive sign" for investors.

Mr. Fusco, since his appointment as Calpine's CEO on August 10,
2008, has purchased $8,320,000 worth of Calpine common stocks.  
Under his employment agreement with Calpine, Mr. Fusco is
entitled to purchase 5,394,000 shares of Calpine Common Stock.  
Mr. Fusco's firm, Fusco Energy Investment bought 500,000 shares
of Calpine common stock from August 14 to 19.

W. Thad Miller, who was appointed as Calpine's Executive Vice
President, Chief Legal Officer and Secretary, effective
August 12, 2008, also purchased $2,480,000 worth of Calpine
common stock immediately after his appointment.  Under his
employment agreement with Calpine, Mr. Miller has options to
purchase 1,678,000 shares of Calpine common stock.

Three other investors have also increased their stakes in Calpine
in the past months.  Harbinger Capital Partners Master Fund I,
Ltd., SPO Advisory Corp., and Luminus Management, LLC, disclosed
in filings with the Securities and Exchange Commission that they
have acquired beneficial ownership interest in Calpine.

As of September 12, 2008, SPO Advisory owns 16.4% or 69,250,461
shares of Calpine common stock.  In May, Harbinger said it owns
68,456,533 or 16.2% of Calpine's common stock.  Harbinger has
increased its stake in Calpine by acquiring an additional
2,199,500 shares of the energy company's common stock on
September 9 and 19.  Luminus said on August 15 that it owns
64,374,766 or 15.22% of Calpine's common stock.

The acquisitions by Messrs. Fusco and Harbinger and other large
investors is a definite sign that investors expect Mr. Fusco's
plans for Calpine to make them more money in the future than the
all-stock acquisition offer proposed by NRG Energy, Inc., in May,
Mr. Moreland told the WSJ.

Calpine rejected NRG's offer saying the offer undervalues
Calpine's unique asset portfolio and future prospects.  Bloomberg
has quoted Mr. Fusco as saying that he intends to operate Calpine
as a stand alone company.

                          About Calpine

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.  The Amended Plan was deemed
effective as of Jan. 31, 2008.

(Calpine Bankruptcy News, Issue No. 94; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


CANAL CAPITAL: Earns $375,323 for Quarter Ended July 31
-------------------------------------------------------
Canal Capital Corporation disclosed that it had a net income of
$375,323 for the quarter ended July 31, 2008, on stockyard
revenues of $505,718 and real estate revenues of $1,109,891.  In
the same period in 2007, the company posted a net loss of $336,001
on stockyard revenues of $525,743 and real estate revenues of
$130,892.

As of July 31, 2008, the company's balance sheet showed total
assets of $3,198,606, total liabilities $1,847,166, and total
shareholders' equity of $1,351,440.

Headquartered in Hauppauge, New York, Canal Capital Corporation
(OTC: COWP) is engaged in two distinct businesses -- stockyard and
real estate operations.  Canal's real estate properties are
located in Sioux City, Iowa, South St Paul, Minnesota, St Joseph,
Missouri, Omaha, Nebraska and Sioux Falls, South Dakota.  The
properties consist, for the most part, of a commercial office
space, land and structures leased to third parties as well as
vacant land available for development or resale.  Canal also
operates two central public stockyards located in St.
Joseph, Missouri and Sioux Falls, South Dakota.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 4, 2008
Todman & Co., CPAs, P.C., in New York, express substantial doubt
about Canal Capital Corporation's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Oct. 31, 2007, and 2006.  The
auditing firm reported that the company has suffered recurring
losses from operations and is obligated to continue making
substantial annual contributions to its defined benefit pension
plan.


CABELA'S CREDIT: Fitch Rates $5.5 Million Class D Notes 'BB+'
-------------------------------------------------------------
Fitch rated Cabela's Credit Card Master Note Trust, Series 2008-IV
asset-backed notes as:

  -- $98,000,000 Class A-1 fixed-rate 'AAA';
  -- $72,000,000 Class A-2 floating-rate 'AAA';
  -- $16,000,000 Class B-1 fixed-rate 'A+';
  -- $8,500,000 Class C-1 fixed-rated 'BBB+';
  -- $5,500,000 Class D floating-rate 'BB+'.


CABELA'S CREDIT: Moody's Assigns 'Ba2' Rating on Class D Notes
--------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to the
Series 2008-IV notes issued out of Cabela's Credit Card Master
Note Trust.

The complete rating actions are:

Issuer: Cabela's Credit Card Master Note Trust

  -- Class A-1 Fixed Rate Asset-Backed Notes, Series 2008-IV,
     rated Aaa

  -- Class A-2 Floating Rate Asset-Backed Notes, Series 2008-IV,
     rated Aaa

  -- Class B-1 Fixed Rate Asset-Backed Notes, Series 2008-IV,
     rated A2

  -- Class C-1 Fixed Rate Asset-Backed Notes, Series 2008-IV,
     rated Baa2

  -- Class D Floating Rate Asset-Backed Notes, Series 2008-IV,
     rated Ba2

Structure

The ratings on the notes are based on the relatively high credit
quality of the underlying pool of credit card receivables, and the
transaction's structural protections, including early amortization
trigger events, and credit enhancement derived mainly from
subordination.

Collateral

The Trust collateral consists of a certificate issued out of
Cabela's Master Credit Card Trust.  This certificate represents an
undivided interest in an underlying pool of unsecured, revolving
co-branded VISA credit card receivables.  Compared to performance
measures tracked by Moody's Credit Card Indices, the Trust
receivables have low charge-off rates and high principal payment
rates.

Origination and Servicing

Cabela's Incorporated originates and services its approximate
$2.1 billion credit card program through a wholly-owned, unrated
subsidiary, World's Foremost Bank.  WFB is a limited purpose
credit card bank, with servicing operations located in Lincoln,
Nebraska.

The Company

Cabela's (unrated), is a public retail company headquartered in
Sidney, Nebraska.  Cabela's was established in 1961 and sells
outdoor apparel, camping, hunting, and fishing supplies through
its mail order catalogs, twenty-six retail superstores located
across the United States, outlet stores, and its web site.


CARBIZ INC: Revises Payment Schedule for Trafalgar Debenture
------------------------------------------------------------
CarBiz Inc. disclosed in a Securities and Exchange Commission
filing that on Sept. 15, 2008, it entered into an agreement with
Trafalgar Capital Specialized Investment Fund, Luxembourg, which
revised the principal and interest payment schedules for certain
of the outstanding Secured Convertible Debentures issued to
Trafalgar.

Included are these Secured Convertible Debentures:

   -- $750,000 Secured Convertible Debenture issued on
      April 13, 2007, and $750,000 Secured Convertible Debenture
      issued on June 26, 2007, each of which was issued pursuant
      to the Securities Purchase Agreement dated Feb. 28, 2007;

   -- $1,000,000 Secured Convertible Debenture issued on
      Aug. 31, 2007, pursuant to the Securities Purchase Agreement
      dated Aug. 31, 2007; and

   -- $1,500,000 Secured Convertible Debenture issued on
      Sept. 26, 2007, pursuant to the Securities Purchase
      Agreement dated Sept. 26, 2007.  

The agreement does not affect the $1,000,000 Secured Convertible
Debenture issued on February 28, 2007.

The agreement provides that:

   -- Trafalgar will accept payments of $40,000 per month for 12
      months beginning September 2008 for the Trafalgar Debentures
      on the outstanding balance of $4,904,043.00.  The balance of
      the unpaid Interest will be accrued over the 12 months.  The
      Aug. 31, 2007, Debenture in the amount of $1,000,000 will
      not be payable during the 12 months unless the Company
      elects to pay it;

   -- The Company will adjust the outstanding amounts owed to
      Trafalgar such that when Trafalgar accepts the Trafalgar
      Debentures to be fully paid off, the internal rate of return
      to Trafalgar will be at least 20% on the Trafalgar
      Debentures;

   -- Trafalgar will cancel all of its outstanding warrants to
      purchase the common stock of the Company in exchange for two
      and one-half million shares of the common stock of the
      Company, to be delivered within one week from the execution
      of the agreement;

   -- As a forbearance fee for delay of payments, the Company will
      provide Trafalgar with 4,000,000 additional shares of the
      common stock of the Company, to be delivered within one week
      from the execution of the agreement; and

   -- The Company will commit to an investor relations program
      that is acceptable to Trafalgar six months from the
      execution of the agreement.

A copy of the agreement is available for free at:

               http://researcharchives.com/t/s?32d8

                        About CarBiz Inc.

Headquartered in Sarasota, Florida, CarBiz Inc. (OTC BB: CBZFF)
-- http://www.carbiz.com/-- owns and operates a chain of buy-here    
pay-here dealerships through its CarBiz Auto Credit division.  The
company is also a provider of software, training and consulting
solutions to the buy-here pay-here auto dealers in the United
States.  CarBiz's suite of business solutions includes dealer
software products focused on the buy-here pay-here, sub-prime
finance and automotive accounting markets.

Capitalizing on expertise developed over 10 years of providing
software and consulting services to buy-here pay-here businesses
across the United States, CarBiz entered the buy-here pay-here
business in 2004 with a location in Palmetto, Florida.  CarBiz has
added two more credit centers since - in Tampa and St. Petersburg
- and recently acquired a large regional chain in the Midwest,
bringing the total number of dealerships to 26 in eight states.

                       Going Concern Doubt

Aidman, Piser & Company P.A., in Tampa, Florida, expressed
substantial doubt about Carbiz Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Jan. 31, 2008.  

CarBiz Inc.'s balance sheet at July 31, 2008, showed total assets
of $31,330,980 and total liabilities of $46,978,021, resulting in
a shareholders' deficit of $15,647,041.


CARBIZ INC: Holders Convert Debenture to 5.8 Million Common Shares
------------------------------------------------------------------
CarBiz Inc. disclosed in a Securities and Exchange Commission
filing that between Sept. 12, 2008, and Sept. 22, 2008, holders of
certain of its convertible debentures issued on Oct. 1, 2007,
converted an aggregate of $447,000 of principal and $48,755.89 of
accrued interest due under the debentures into 5,832,421 shares of
the common stock of the Company:

   -- on Sept. 12, 2008, Carol Ritter converted the entire
      $100,000 of principal and $10,828.68 of accrued interest due
      under the debenture issued to her on Oct. 1, 2007, into
      1,303,866 shares.

   -- on Sept. 22, 2008, John Ross Quigley converted the entire
      $217,000 of principal and $23,718.17 of accrued interest due
      under the debenture issued to him on Oct. 1, 2007, into
      2,831,978 shares.

   -- on Sept. 22, 2008, Patricia Quigley converted the entire
      $100,000 of principal and $10,930.03 of accrued interest due
      under the debenture issued to her on Oct. 1, 2007, into
      1,305,059 shares.

   -- on Sept. 22, 2008, Theodore Popel converted the entire
      $30,000 of principal and $3,279.01 of accrued interest due
      under the debenture issued to him on Oct. 1, 2007, into
      391,518 shares.

All of the holders are members of the board of directors or senior
management of the Company or members of their immediate families.  

                        About CarBiz Inc.

Headquartered in Sarasota, Florida, CarBiz Inc. (OTC BB: CBZFF)
-- http://www.carbiz.com/-- owns and operates a chain of buy-here    
pay-here dealerships through its CarBiz Auto Credit division.  The
company is also a provider of software, training and consulting
solutions to the buy-here pay-here auto dealers in the United
States.  CarBiz's suite of business solutions includes dealer
software products focused on the buy-here pay-here, sub-prime
finance and automotive accounting markets.

Capitalizing on expertise developed over 10 years of providing
software and consulting services to buy-here pay-here businesses
across the United States, CarBiz entered the buy-here pay-here
business in 2004 with a location in Palmetto, Florida.  CarBiz has
added two more credit centers since - in Tampa and St. Petersburg
- and recently acquired a large regional chain in the Midwest,
bringing the total number of dealerships to 26 in eight states.

                       Going Concern Doubt

Aidman, Piser & Company P.A., in Tampa, Florida, expressed
substantial doubt about Carbiz Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Jan. 31, 2008.  

CarBiz Inc.'s balance sheet at July 31, 2008, showed total assets
of $31,330,980 and total liabilities of $46,978,021, resulting in
a shareholders' deficit of $15,647,041.


CC MEDIA: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit ratings to CC Media Holdings Inc., the parent company of
San Antonio, Texas-based Clear Channel Communications Inc.
(B/Stable/--).  The outlook is stable.
     
CC Media Holdings is a guarantor to the senior secured credit
facilities residing at its operating subsidiary, Clear Channel
Communications.  In addition, the holding company provides a
guarantee to Clear Channel's $2.31 billion of new senior unsecured
notes, consisting of $980 million of 10.75% senior cash notes and
$1.33 billion senior toggle notes, both due 2016.  The credit
profile of the consolidated entity is unchanged, as are the issue-
level ratings on Clear Channel Communication Inc.'s secured and
unsecured debt.


CENTAUR LLC: Moody's Confirms 'Caa2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service confirmed Centaur, LLC's Caa2 corporate
family rating and Caa2 probability of default rating to reflect
the recent rescission of the acceleration notice by Centaur's
second lien lenders along with the completion of amendments to its
existing bank credit facility.  The amendments put the company in
compliance with all financial and non-financial covenants.  A
stable rating outlook was assigned.

At the same time, Centaur's first lien revolver and first term
loan ratings were raised to B2 from B3.  The company's second lien
term loan was also raised, to Caa2 from Caa3.  The upgrade of
these debt instruments considers that Centaur voluntarily repaid
$159 million of its first lien term loan as part of the amendment
process.  The company's capital structure includes a $222 million
of 7-year (unrated) PIK subordinated note at the holdco level that
continues to support the first and second lien debt.  Separately,
the B3 rating on the company's $100 million first lien delay draw
term loan was withdrawn.  This unused delay draw term loan was
eliminated as part of the amendment process.

This rating action concludes the review process that was initiated
on August 15, 2008 when Centaur was placed on review for possible
downgrade in response to the company's receipt of an acceleration
notice from its second lien lenders.

In addition to the recent amendments to its bank credit
facilities, the confirmation of Centaur's ratings considers the
slower than originally expected ramp-up of the Hoosier Park racino
in Indiana that opened in June 2008.  Centaur, like other gaming
operators across the U.S., remains vulnerable to the weak economy
and lower consumer spending trends.  Additionally, while the
voluntary repayment of debt lowers Centaur's absolute debt over
the near-term, the company's debt service burden remains
significant, and will likely remain such unless it is able to sell
the rights and assets related to its Pennsylvania racino for an
amount that would have a de-leveraging effect on the company.

The stable outlook anticipates that Centaur will maintain
compliance with the amended covenants and that Hoosier Park will
continue to ramp-up successfully, albeit at a slower rate than
initially expected.  Ratings could improve if Hoosier Park ramps
up at an accelerated rate and the company is able to sell the
rights and assets related to its Pennsylvania racino for an amount
that would have a de-leveraging effect on the company.  Ratings
could be lowered if it appears that Centaur will not be able to
reduce its debt (including PIK subordinated note)/EBITDA to below
7 times by the end of fiscal 2010.

These ratings were confirmed:

  -- Corporate family rating at Caa2
  -- Probability of default rating at Caa2

These ratings were raised:

  -- $25 million first lien revolver expiring 2012, to B2
     (LGD2, 20%) from B3 (LGD2, 28%)

  -- $335.9 million first lien term loan due 2012, to B2
     (LGD2, 20%) from B3 (LGD2, 28%)

  -- $180 million second lien term loan due 2013, to Caa2
     (LGD4, 61%) from Caa3 (LGD5, 73%)

This rating was withdrawn

  -- $100 million first lien delay draw expiring 2009, B3
     (LGD2, 28%)

Centaur, LLC is a wholly-owned subsidiary of Centaur Gaming, LLC,
which is a wholly-owned subsidiary of Centaur, Inc. Centaur, LLC,
directly or indirectly wholly owns Hoosier Park, L.P., Centaur
Colorado, LLC, and Valley View Downs, LP.


CFM US: Wants Court to Extends Exclusive Plan Filing Period Again
-----------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that CFM U.S. Corp. and
CFM Majestic U.S. Holdings, Inc., asked the U.S. Bankruptcy Court
for the District of Delaware for a 60-day extension of their
exclusive right to file a Chapter 11 plan.  

Mr. Rochelle says this is the Debtors' second time to seek an
extension.  The current exclusive plan filing period will
terminate Oct. 7, 2008, Mr. Rochelle says.

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.  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.

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


CHARYS HOLDING: Responds to Objections to Disclosure Statement
--------------------------------------------------------------
Charys Holding Co., Inc. and debtor-affiliate Crochet & Borel
Services, Inc. filed their Joint Plan of Reorganization and
accompanying Disclosure Statement with the U.S. Bankruptcy Court
for the District of Delaware on Aug. 3, 2008.  Objections to the
approval of the Disclosure Statement were filed by:

   a) New Stream Commercial Finance, LLC

   b) Benjamin Franklin Holcomb, III

   c) Troy D. Crocket (preliminary objection)

   d) Billy V. Ray (preliminary objection)

In response to the the objections, the Debtors maintained that the
proposed Plan offers the most value to the Debtors' creditors and  
is in the best interests of all parties in their bankruptcy cases.  
The Debtors also said that the vast majority of the issues raised
in the objections relate principally to confirmation of the Plan
and not the adequacy of disclosure.

                  Confirmation Issues Should be
            Determined at the Hearing on Confirmation

Approval of a disclosure statement in the progress of a Chapter 11
reorganization should not be hampered by objections concerning the
confirmability of a plan of reorganization.  Messrs. Holcomb, Ray
and Crochet seek to have the Court address confirmation issues at
the Disclosure Statement hearing, which should properly belong to
the confirmation process, the Debtors noted.  Litigable issues
relating to confirmation should be raised and addressed at that
time.

                        Holcomb Objection

Mr. Holcomb asserts that he has a claim aggregating $7,778,177,
consisting of $639,540 for alleged breach of an employment
contract, and the balance for alleged "lost profits associated
with stock options."  Mr. Holcomb said the Disclosure Statement
fails to adequately describe the treatment of his claim.  

The Debtors told the Court that Mr. Holcomb's claim appears to be
an equity claim and not a debt claim.  At best, Mr. Holcomb has a
general unsecured claim against Charys Holding, the Debtors said.  
The Disclosure Statement describes the treatment of that claim and
there is no requirement that a disclosure statement describe
individually the treatment of each creditor's claim.  To the
extent that Mr. Holcomb objects to the Disclosure Statement on the
basis that his claim is not treated similarly to the claims of the
8.75% Noteholders, that is a confirmation objection, the Debtors
said.

                        Crocket Objection

The Disclosure Statement fails to provide adequate information
with respect to the classification and treatment of Mr. Crochet's
claim.

The Debtors told the Court that the Disclosure Statement is not
required to separately describe each claimant's individual claim
and its proposed treatment under the Plan.  On the objection that
the Disclosure Statement does not adequately describe the claims
and causes of action the Debtors believe they have against Mr.
Crochet or the defenses to his claim, the Debtors will add a
provision to the Disclosure Statement that the Debtors believe
there are causes of action under Chapter 5 of the Bankruptcy Code
with respect to transfers to Mr. Crochet prior to the Petition
Date.

                         Ray Objection

Mr. Ray filed a general unsecured claim against Charys Holding for
$741,000 "plus variable items."  

The Debtors told the Court that, at best, Mr. Ray has a general
unsecured claim against Charys Holding.  The Disclosure Statement
adequately describes the treatment of allowed general unsecured
claims and there is no requirement that Mr. Ray's claim be
addressed individually.  The Debtors will add a provision to the
Disclosure Statement stating that the Debtors believe there are
causes of action under Chapter 5 of the Bankruptcy Code with
respect to transfers made to Mr. Ray prior to the Petition Date.  

                      New Stream Objection

The Debtors have reached an agreement in principle with New Stream
with respect to certain language to be added to the Disclosure
Statement as required by New Stream.

                       About Charys Holding

Headquartered in Atlanta, Georgia, Charys Holding Co., Inc., --
http://www.charys.com/-- provides remediation & reconstruction    
and wireless communications & data infrastructure.  The company
and its Crochet & Borel Services, Inc. subsidiary filed for
Chapter 11 protection on Feb. 14, 2008 (Bankr. Del. Case No.08-
10289).  Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Lydia
T. Protopapas, Esq., at Weil, Gotshal & Manges LLP, represent the
Debtors as counsel. Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors as co-counsel. No Official
Committee of Unsecured Creditors has been appointed in these cases
to date.  Chary's Holdings Co. Inc. reported total assets of
$242.7 million and total liabilities of $378.6 million in its
operating report for August 2008.


CHINA DIGITAL: Posts $177,984 Loss for Six Months Ended June 30
---------------------------------------------------------------
China Digital Communication Group and Subsidiaries Inc. disclosed
in a  filing with the U.S. Securities and Exchange Commission that
it posted $177,984 in net losses on $1,663,923 in net revenues for
the first half ended June 30, 2008, compared with $2,228,922 in
net losses on $2,007,811 in net revenues for the same period ended
June 30, 2007.

The decrease in net loss was primarily due to expenses in the six
months ended June 30, 2007, related to losses from discontinued
operations of 1,368,769 and the decrease in the company's net loss
from operations.

China Digital posted $586 in net losses on $1,173,557 in net
revenues for three months ended June 30, 2008, compared with
$1,000,701 in net losses on $368,823 in net revenues for three
months ended June 30, 2007.

The increase in sales was due to a general increase in business
from our customer base.

As of June 30, 2008, China Digital's unaudited balance sheet
showed $6,762,363 in total assets, $791,984 in total liabilities,
and $5,970,378 in shareholders' equity.

A full-text copy of the company's finaicial report is available
for free at http://researcharchives.com/t/s?32dc

                      About China Digital

China Digital Communication Group and Subsidiaries Inc., (OTC:
CHID) -- www.chinadigitalgroup.com/ -- changed its name and
business in 2004, when it bought Billion Electronics and its
wholly owned principal operating subsidiary, Shenzhen E'Jinie
Technology Development, one of China's largest battery shell
manufacturers.  China Digital Communication Group now makes
aluminum shells and battery caps for lithium ion batteries that
are used in digital mobile devices, such as digital still cameras,
cell phones, MP3 players, laptop computers, and PDAs.  In 2006 the
company acquired Galaxy View International for nearly $7 million
in cash and stock; the following year, it sold Galaxy View for
$3 million.  The company is headquartered in Shenzhen, Guangdong,
Republic of China.

In an April 2008 filing with the U.S. Securities and Exchange
Commission, Kabani & Company, Inc., raised substantial doubt about
the ability of China Digital Communication Group and Subsidiaries
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 accumulated deficit of
$12,078,964 at Dec. 31, 2007, which included net losses for the
years ended Dec. 31, 2007 and 2006.


CHINA DIGITAL: Unit Inks $2.15MM Loan Deal with Chinese Bank
------------------------------------------------------------
China Digital Communication Group disclosed in a Securities and
Exchange Commission filing that its wholly owned subsidiary,
Shenzhen E'Jenie Science and Technology Development Ltd., entered
into a loan agreement with China Construction Bank, Shenzhen
Branch for a working capital loan.

The transaction was closed on Sept. 16, 2008.  The Loan has a one-
year term in the principal amount of RMB15 million ($2.15 million)
at an interest rate of 8.59%, which is a 15% premium over the
current 7.47% interest rate, from Aug. 25, 2008 to Aug. 24, 2009.

The loan proceeds will be used solely for liquidity capital
purpose, and is secured by Shenzhen Hua Yin Guaranty and
Investment LLC.  The company paid a $110,000 guarantee fee to Hua
Yin, who will be liable for any unpaid portion of the Loan if the
company defaults on the payments.  

The Loan is subject to certain conditions:

   -- Shenzhen E'Jenie will settle all previous balance with the
      Lender;

   -- all properties of Shenzhen E'Jenie will not be transferred
      during the term;

   -- the settlement amount in China Construction Bank will not
      be lower than 50%.

A copy of the Loan Agreement is available free of charge at:

               http://researcharchives.com/t/s?32d9

                      About China Digital

China Digital Communication Group and Subsidiaries Inc., (OTC:
CHID) -- www.chinadigitalgroup.com/ -- changed its name and
business in 2004, when it bought Billion Electronics and its
wholly owned principal operating subsidiary, Shenzhen E'Jinie
Technology Development, one of China's largest battery shell
manufacturers.  China Digital Communication Group now makes
aluminum shells and battery caps for lithium ion batteries that
are used in digital mobile devices, such as digital still cameras,
cell phones, MP3 players, laptop computers, and PDAs.  In 2006 the
company acquired Galaxy View International for nearly $7 million
in cash and stock; the following year, it sold Galaxy View for
$3 million.  The company is headquartered in Shenzhen, Guangdong,
Republic of China.

In an April 2008 filing with the U.S. Securities and Exchange
Commission, Kabani & Company, Inc., raised substantial doubt about
the ability of China Digital Communication Group and Subsidiaries
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 accumulated deficit of
$12,078,964 at Dec. 31, 2007, which included net losses for the
years ended Dec. 31, 2007 and 2006.


CHL MORTGAGE: S&P Chips Ratings on 14 Classes of Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on fourteen
classes of mortgage pass-through certificates from CHL Mortgage
Pass-Through Trust 2007-HYB2.  At the same time, S&P affirmed the
rating on class B-1 from the same transaction.
     
As of the September distribution date, total delinquencies for
this transaction stood at 22.94%, and severe delinquencies (90-
plus days delinquent, foreclosure, and real-estate owned) were
15.23%, up 13.81% and 16.62%, respectively.  The significant
increase in delinquencies prompted S&P to update its expected
cumulative losses for this transaction.
     
In addition to accounting for S&P's increased loss expectations,
the downgrades reflect its belief that credit support, which is
provided by subordination, is no longer sufficient to maintain the
ratings at their previous levels.  S&P's analysis accounted for
the pay structure of this transaction, and its only stressed each
class by applying losses that would occur while the certificates
remained outstanding.
     
The collateral for this deal consists of Alt-A, fixed- and
adjustable-rate mortgage loans secured by one- to four-family
residential properties.


             Updated Structure-Level Loss Projections

   Name                    Original Bal.   Structure  Loss Proj.
   ----                    -------------   ---------  ----------
CHL Mortgage Pass-Through
Trust 2007-5CB             $633,370,163    1            11.89%
  
                          Rating Actions

             CHL Mortgage Pass-Through Trust 2007-HYB2
                         Series 2007-HYB2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           1-A        125438AA9     B              A
           1-A-IO     125438AP6     B              A
           2-A-1      125438AD3     AA             AAA
           2-A-2      125438AE1     B              A
           2-A-IO     125438AF8     B              A
           3-A-1      125438AB7     AA             AAA
           3-A-2      125438AC5     B              A
           3-A-IO     125438AN1     B              A
           4-A-1      125438AQ4     AA-            AAA
           4-A-2      125438AR2     B              A
           4-A-IO     125438AS0     B              A
           M          125438AG6     CCC            BB-
           B-2        125438AJ0     CC             CCC
           B-4        125438AL5     D              CC
            
                           Rating Affirmed

             CHL Mortgage Pass-Through Trust 2007-HYB2
                           Series 2007-HYB2

                   Class      CUSIP         Rating
                   -----      -----         ------
                   B-1        125438AH4     CCC


CONTINENTAL AIRLINES: Expects $50MM Adverse Impact from Ike
-----------------------------------------------------------
Continental Airlines Inc. disclosed in a Securities and Exchange
Commission filing that its operations were negatively impacted by
Hurricane Ike.  The Company estimates that the total net adverse
impact from Hurricane Ike on operating results in the third
quarter of 2008 will be approximately $50 million.  This is a
preliminary estimate and the actual adverse impact of the
hurricane may differ from this estimate based on a number of
factors, including insurance recoveries and how quickly traffic
returns at the carrier's Houston, Texas hub.

Prior to Hurricane Ike, the Company believed that, based on its
reduction in mainline domestic capacity, it would experience a
lower mainline domestic load factor but substantially higher
mainline domestic yields for the month of September.  The year-
over-year domestic mainline RASM trend for September was generally
performing according to the Company's expectations prior to the
hurricane. However, as a result of the hurricane, Continental
suspended service at its Houston hub beginning mid-day on Friday,
Sept. 12 through Sunday, Sept. 14, and recommenced service at its
Houston hub beginning on Monday, Sept. 15. Much of the City of
Houston was without power for the following week and many
businesses and schools are just now returning to normal schedules.

This has resulted in Houston load factors being negatively
impacted, driven by less-than-expected Houston origin and
destination traffic. For the week of September 15, 2008,
consolidated Houston origin and destination RPMs were down
approximately 22% year-over-year on a 5% ASM reduction.
Consequently, domestic mainline RASM performance for the second
half of the month has been unfavorable, and will result in lower-
than-expected domestic mainline RASM results for the entire month
of September.  The Company's Newark and Cleveland hubs, despite
missing some Houston flow traffic, continue to experience solid
year-over-year domestic mainline RASM improvements.

Based on currently available information, the Company anticipates
that domestic mainline RASM for the months of October and November
will improve by low to mid-teen percentages compared to the same
periods last year.

                    About Continental Airlines

Based in Houston, Texas, Continental Airlines Inc. (NYSE: CAL)
-- http://continental.com/-- is the world's fifth largest      
airline.  Continental, together with Continental Express and
Continental Connection, has more than 3,000 daily departures
throughout the Americas, Europe and Asia, serving 140 domestic and
139 international destinations.  More than 550 additional points
are served via SkyTeam alliance airlines.  With more than 46,000
employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with Continental Express, carries
approximately 69 million passengers per year.

                          *     *     *

The Troubled Company Reporter said on Aug. 13, 2008, that Standard
& Poor's Ratings Services took various actions on its ratings on
Continental Airlines Inc. (B/Negative/B-3).  S&P affirmed its 'B'
long-term corporate credit rating, 'B-3' short-term corporate
credit rating, all ratings on unsecured debt and on selected
enhanced equipment trust certificates. S&P  lowered S&P's ratings
on other enhanced equipment trust certificates, particularly those
secured by regional jets, and raised other ratings.  All ratings
were removed from CreditWatch, where they were placed with
negative implications May 22, 2008, as part of an industrywide
review.  The rating outlook is negative.


CREATIVE LOAFING: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Dawn McCarty of Bloomberg News reports that Creative Loafing,
Inc., and its debtor-affiliates filed for Chapter 11 bankruptcy
protection separately in the the U.S. Bankruptcy Court for the
Middle District of Florida (Lead Case No. 08-14939) on Sept. 29,
2008, after advertising revenue shrank for its print editions.

"The debtors have not suffered from the readership declines
experienced by daily newspapers," the Debtors said in court papers
according to the report.  The Debtors were "significantly affected
by the advertising trends that are shifting from traditional media
to digital strategies," according to the report.

                           Turn to Web

During the reorganization, the Debtors said it will try to
accelerate plans to deliver more news and information over the
Internet and to devices such as personal digital assistants,
instead of mainly print, according to the report.

"Due to the current state of the economy and technology changes,
the debtors are attempting to quickly more fully develop and
implement the digital and 'bundled' print and Web and mobile-based
products," the Debtors said according to the report.

Tampa, Florida-based Creative Loafing, Inc.,--
http://www.creativeloafing.com/-- owns six weekly U.S. newspapers  
including Washington City Paper and the Chicago Reader.

Chad S. Bowen, Esq., and David S. Jennis, Esq., at Jennis & Bowen,
P.L., represent the Debtors in their restructuring efforts.  In
its filing, the Lead Debtor listed between $10 million and
$50 million in estimated assets and between $10 million and
$50 million in estimated debts.


CREATIVE LOAFING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Creative Loafing, Inc.
             810 N. Howard Avenue
             Tampa, FL 33606

Bankruptcy Case No.: 08-14939

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
CL Birmingham, Inc.                                08-14954
CL Charlotte, Inc.                                 08-14950
CL Chicago, Inc.                                   08-14953
CL Washington, Inc.                                08-14960
Creative Loafing Atlanta, Inc.                     08-14947
Washington Free Weekly, Inc.                       08-14961
Weekly Planet, Inc.                                08-14943
Weekly Planet of Sarasota, Inc.                    08-14945

Type of Business: The Debtors publish newspapers and magazines.
                  See: http://www.creativeloafing.com/

Chapter 11 Petition Date: September 29, 2008

Court: Middle District of Florida (Tampa)

Judge: Caryl E. Delano

Debtor's Counsel: Chad S. Bowen, Esq.
                  ecf@jennisbowen.com
                  David S. Jennis, Esq.
                  ecf@jennisbowen.com
                  Jennis & Bowen, P.L.
                  400 N Ashley Drive, Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700
                  Fax: (813) 229-1707
                  http://www.jennisbowen.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
   ------                      ---------------       ------------
Benjamin A. Eason              Shareholder Loan      $250,000
576 W. Davis Blvd.           
Tampa, FL 33606              

Scott Walsey                   Shareholder Loan      $237,602
4825 Rivercliff Drive        
Marietta, GA 30067           

AOL                            Internet              Unknown
770 Broadway                 
New York, NY 10003           

AT&T                           Cellular Services     Unknown

CL Birmingham, Inc.                                  Unknown

CL Charlotte, Inc.                                   Unknown

CL Chicago, Inc.                                     Unknown

CL Washington, Inc.                                  Unknown

Creative Loafing Atlanta Inc                         Unknown

Desertnet                      Software Supplier     Unknown

Florida Dept. of Revenue                             Unknown

Hillsborough County Tax Coll                         Unknown

Internal Revenue Service                             Unknown

Media Management Group         Systems               Unknown
                               Consultants


Pinpoint Consulting Group      Consultant            Unknown

Premiere Global Services       Web Conferencing      Unknown
                               Services

Technomile                     Software              Unknown
                               Programmers

Washington Free Weekly Inc                           Unknown

Weekly Planet of Sarasota In                         Unknown

Weekly Planet, Inc.                                  Unknown


DELTA MUTUAL: Posts $3.1 Million for Six Months Ended June 30
-------------------------------------------------------------
Delta Mutual Inc. disclosed in a Securities and Exchange
Commission filing that during the six months ended June 30, 2008,
the company incurred a net loss of around $3,131,000 compared to a
net loss of around $964,000 for the six months ended June 30,
2007.

The net loss primarily attributable to investment results and
operating expenses related to its South American Hedge Fund LLC
unit.  The company ability to continue as a going concern is
dependent upon its ability to obtain funds to meet its obligations
on a timely basis, obtain additional financing or refinancing as
may be required, and ultimately to attain profitability.

During the quarter ended June 30, 2008, the company incurred a net
loss of around $508,000 compared to a net loss of around $482,000
for the quarter ended June 30, 2007.

The increase of $24,344 in operating loss for the three months
ended June 30, 2008, over the comparable period of the prior year
was primarily due to a net increase in revenue of approximately
$491,000, offset by an increase in general and administrative
expenses of approximately $396,000 and a loss on intellectual
property of approximately $123,000.

There are no assurances that Delta Mutual will be able to obtain
additional financing or that the financing will be on terms
favorable to the company.  The inability to obtain additional
financing when needed would have a material adverse effect on its
operating results, Delta Mutual said.

The increase in operating loss for the six months ended June 30,
2008, over the comparable period of the prior year was due to an
decrease of around $1,860,000 in investment results combined with
an increase of around $997,000 in general and administrative
expenses.

As of June 30, 2008, the company's balance sheet showed $4,489,994
in total assets, $4,076,919 in total liabilities, and $413,075 in
shareholders' equity.

"The Company presently does not have sufficient liquid assets to
finance its anticipated funding needs and obligations," Malcolm W.
Sherman, Executive Vice President, said.  "The Company's continued
existence is dependent upon its ability to obtain needed working
capital through additional equity and/or debt financing and
achieve a level of sales adequate to support its cost structure.  
Management is actively seeking additional capital to ensure the
continuation of its current activities and complete its proposed
activities. However, there is no assurance that additional capital
will be obtained or that the Company's subsidiaries will be
profitable. These uncertainties raise substantial doubt about the
ability of the Company to continue as a going concern."

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?32d7

                        About Delta Mutual

Headquartered in Sellersville, Pennsylvania, Delta Mutual Inc.
-- http://www.deltamutual.com/-- was incorporated in Delaware on   
Nov. 17, 1999.  Since 2003, when the current management joined the
company, its principal business activities have focused on
providing environmental and construction technologies and services
to certain geographic reporting segments in the Far East, Middle
East and the United States.

The company's wholly owned subsidiary, Altony S.A., owns 100% of
the issued and outstanding membership interests in South American
Hedge Fund LLC, which has initially focused on oil and gas
investments in Argentina and intends to continue its focus on the
energy sector, including the development and supply of energy and
alternate energy sources in Latin America and the United States.

In August 2007, South American Hedge Fund LLC signed a purchase
option for a partial interest in three oil and gas concessions in
Argentina.  South American Hedge Fund LLC is in the process of
obtaining the necessary government and environmental permits to
operate these concessions.

Delta Mutual Inc. intends to continue its environmental and
construction technology and service activities.  Its environmental
activities are conducted by its joint venture subsidiary Delta-
Envirotech Inc., headquartered in Virginia.  The construction
technology activities are conducted by the company's wholly owned
subsidiary Delta Technologies Inc. that holds intellectual
property rights and has filed a patent for a new insulating
concrete wall forming system now known as Delta Wall.

                       Going Concern Doubt

Wiener, Goodman & Company, P.C., in Eatontown, N.J., expressed
substantial doubt about Delta Mutual 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 reported that the company has a deficiency in
working capital at Dec. 31, 2007, incurred losses from operations
since inception, needs to obtain additional financing to meet its
obligations on a timely basis and to fulfill its proposed
activities and ultimately achieve a level of sales adequate to
support its cost structure.

The company presently does not have sufficient liquid assets to
finance its anticipated funding needs and obligations.
                     

DENNY'S CORP: S&P Holds 'B+' Rating; Changes Outlook to Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Denny's
Corp. to stable from negative.  S&P also affirmed the ratings,
including the 'B+' corporate credit rating, on the Spartanburg,
South Carolina-based company.
     
"The outlook revision reflects our expectation that the company
will at least maintain its current credit metrics," said Standard
& Poor's credit analyst Mariola Borysiak, "as it benefits from its
refranchising efforts and continues to pay down debt with the
proceeds from asset sales."


DERBY SYNTHETIC:  Moody's Cuts Ratings on Various Classes of Notes
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of these
notes:

Class Description: $80,000,000 Floating Rate Derby Mezzanine 2007
Portfolio Credit Linked Notes due 2014, Series 2007-17

  -- Prior Rating: Aa1
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: Aa2

Class Description: $10,000,000 TIERS(R) Derby Synthetic CDO
Floating Rate Credit Linked Trust Certificates due 2014, Series
2007-17

  -- Prior Rating: Aa1
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: Aa2

Class Description: $2,000,000 Floating Rate Derby Mezzanine 2007
Portfolio Credit Linked Notes due 2014, Series 2007-08

  -- Prior Rating: Aa1
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: Aa2

Class Description: $75,000,000 TIERS® Derby Synthetic CDO Floating
Rate Credit Linked Trust Certificates due 2014, Series 2007-4

  -- Prior Rating: Aa1
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: Aa2

Class Description: $15,000,000 TIERS® Derby Synthetic CDO Floating
Rate Credit Linked Trust Certificates due 2014, Series 2007-11

  -- Prior Rating: Aa3
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: A3

Class Description: $10,000,000 TIERS® Derby Synthetic CDO Floating
Rate Credit Linked Trust Certificates due 2014, Series 2007-18

  -- Prior Rating: A2
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: Baa2

Class Description: EUR6,000,000 Floating Rate Derby Mezzanine 2007
Portfolio Credit Linked Notes due 2014, Series 2007-02

  -- Prior Rating: A2
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: Baa2

Class Description: $20,000,000 Floating Rate Derby Mezzanine 2007
Portfolio Credit Linked Notes due 2014, Series 2007-29

  -- Prior Rating: A2
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: Baa2

Class Description: $56,000,000 TIERS® Derby Synthetic CDO Floating
Rate Credit Linked Trust Certificates due 2014, Series 2007-6

  -- Prior Rating: A2
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: Baa2

Class Description: JPY1,000,000,000 Floating Rate Derby Mezzanine
2007 Portfolio Credit Linked Notes due 2014, Series 2007-03

  -- Prior Rating: Baa3
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: Ba2

Class Description: JPY1,000,000,000 Fixed Rate Derby Mezzanine
2007 Portfolio Credit Linked Notes due 2014, Series 2007-21

  -- Prior Rating: Ba1
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: B1

Class Description: $10,000,000 TIERS® Derby Synthetic CDO Floating
Rate Credit Linked Trust Certificates due 2014, Series 2007-10

  -- Prior Rating: Ba1
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: B1

Class Description: $200,000,000 Floating Rate Derby Mezzanine 2007
Portfolio Credit Linked Notes due 2017, Series 2007-24

  -- Prior Rating: Aaa
  -- Prior Rating Date: March 29, 2007
  -- Current Rating: Aa1

Class Description: $21,000,000 TIERS® Derby Synthetic CDC Floating
Rate Credit Linked Trust Certificates due 2017, Series 2007-5

  -- Prior Rating: Aa1
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: Aa3

Class Description: $50,000,000 TIERS® Derby Synthetic CDO Floating
Rate Credit Linked Trust Certificates due 2017, Series 2007-12

  -- Prior Rating: Aa3
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: A2

Class Description: $27,500,000 TIERS® Derby Synthetic CDO Floating
Rate Credit Linked Trust Certificates due 2017, Series 2007-15

  -- Prior Rating: A1
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: A3

Class Description: $70,500,000 TIERS® Derby Synthetic CDO Floating
Rate Credit Linked Trust Certificates due 2017, Series 2007-7

  -- Prior Rating: A1
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: A3

Class Description: $6,500,000 TIERS® Derby Synthetic CDO Floating
Rate Credit Linked Trust Certificates due 2017, Series 2007-8

  -- Prior Rating: A1
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: A3

Class Description: JPY1,000,000,000 Fixed Rate Derby Mezzanine
2007 Portfolio Credit Linked Notes due 2017, Series 2007-04

  -- Prior Rating: A1
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: A3

Class Description: $18,000,000 TIERS® Derby Synthetic CDO Floating
Rate Credit Linked Trust Certificates due 2017, Series 2007-13

  -- Prior Rating: A2
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: Baa1

Class Description: $20,000,000 TIERS® Derby Synthetic CDO Floating
Rate Credit Linked Trust Certificates due 2017, Series 2007-16

  -- Prior Rating: A2
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: Baa1

Class Description: $21,000,000 TIERS® Derby Synthetic CDO Floating
Rate Credit Linked Trust Certificates due 2017, Series 2007-9

  -- Prior Rating: Baa2
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: Ba2

Class Description: JPY6,000,000,000 Floating Rate Derby Mezzanine
2007 Portfolio Credit Linked Notes due 2017, Series 2007-05

  -- Prior Rating: Baa3
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: Ba2

Class Description: JPY2,000,000,000 Floating Rate Derby Mezzanine
2007 Portfolio Credit Linked Notes due 2017, Series 2007-06

  -- Prior Rating: Baa3
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: Ba2

Class Description: JPY1,000,000,000 Floating Rate Derby Mezzanine
2007 Portfolio Credit Linked Notes due 2017, Series 2007-28

  -- Prior Rating: Baa3
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: Ba2

Class Description: JPY4,600,000,000 Floating Rate Derby Mezzanine
2007 Portfolio Credit Linked Notes due 2017, Series 2007-15

  -- Prior Rating: Baa3
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: Ba2

Class Description: JPY300,000,000 Fixed Rate Derby Mezzanine 2007
Portfolio Credit Linked Notes due 2017, Series 2007-16

  -- Prior Rating: Baa3
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: Ba2

Class Description: $7,500,000 TIERS® Derby Synthetic CDO Floating
Rate Credit Linked Trust Certificates due 2017, Series 2007-14

  -- Prior Rating: Ba1
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: Ba3

Class Description: $40,000,000 Floating Rate Derby Mezzanine 2007
Portfolio Credit Linked Notes due 2017, Series 2007-07

  -- Prior Rating: Ba1
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: Ba3

Class Description: Citibank N.A. US$ 10,000,000 CDS Reference
Number CA1121763 (Derby Mezzanine 2007 CDO)

  -- Prior Rating: Aa3
  -- Prior Rating Date: June 26, 2007
  -- Current Rating: Baa2

Class Description: Citibank N.A. US$ 5,100,000 CDS Reference
Number CA1121771 (Derby Mezzanine 2007 CDO)

  -- Prior Rating: Ba1
  -- Prior Rating Date: September 3, 2008
  -- Current Rating: B1

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to Lehman
Brothers Holdings Inc. which filed for protection under Chapter 11
of the U.S. Bankruptcy Code on September 15, 2008 and Fannie Mae
and Freddie Mac, which were placed into the conservatorship of the
U.S. government on September 8, 2008.


DEREK LAWFORD: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Derek Lawford Ventures, Inc.
        dba Hand in Hand
        752 N. Highland Avenue
        Atlanta, GA 30306

Bankruptcy Case No.: 08-79020

Type of Business: The Debtor operates an outdoor dining
                  restaurant.

Chapter 11 Petition Date: September 27, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: M. Denise Dotson, Esq.
                  Jones & Walden, LLC
                  ddotson@joneswalden.com
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301

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

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

A copy of the Debtor's petition that contains a list of its 20
Largest Unsecured Creditors is available at:

           http://bankrupt.com/misc/ganb08-79020.pdf


DIAMOND GLASS: Court Sets Oct. 30 Hearing to Confirm Amended Plan
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved an amended disclosure statement explaining the Second
Amended Chapter 11 Plan of Liquidation filedby DG Liquidation
Corp., fka Diamond Glass, Inc., and debtor-affiliate DT Subsidiary
Corp.  The Court authorized the Debtors to circulate copies of the
Plan documents and related solicitation materials to creditors
entitled to vote.

The Court will convene a hearing to consider confirmation of the
Amended Liquidation Plan on October 30, 2008, at 10:00 a.m. in
Wilmington.  Objections, if any, are due October 23. Plan votes
are due October 22.

The Debtors filed the second amended plan September 22.  The Court
considered the adequacy of the Disclosure Statement at a hearing
on September 19.  The Disclosure Statement Order was signed
September 24.

The Garden City Group, Inc., serves as the Debtors' balloting and
tabulation agent.

The Plan is a single, joint liquidating plan for the two Debtros.  
The Debtors will continue in existence on and after the effective
date of the Plan.  A Plan administrator will manage the Debtors'
assets and will be responsible for winding up the Debtors'
affairs, liquidating remaining assets, prosecuting claims and
causes of action, resolving disputes and administering the Plan.

Allowed Administrative claims, Priority tax claims and other
priority claims, claims related to the Debtors' DIP financing
facility and fees of professionals retained in the cases are
unimpaired and will be paid in full under the Plan.  

Holders of allowed Miscellaneous secured claims and General
unsecured claims will receive less than they're owed.  Holders of
allowed Miscellaneous secured claims will receive either the
collateral securing the claim; the net proceeds from the
disposition of the collateral securing the claim; or other
treatment as the holder and the Plan administrator may agree.  
Holders of allowed General unsecured claims will receive their pro
rata share of the plan assets after payment of the unimpaired
claims.

Holders of interests in the Debtors will get nothing under the
Plan.

                      About Diamond Glass

Headquartered in Kingston, Pennsylvania, Diamond Glass Inc. --
http://www.diamongtriumph.com/or  
http://www.daimondtriumphglass.com/-- provides automotive       
glass replacement and repair services.  Founded in 1923, Diamond
Glass had more than 1,600 employees as of March 15.

The company and and its debtor-affiliate DT Subsidiary Corp.,
filed for Chapter 11 bankruptcy petition on April 1, 2008 (Bankr.
D. Del. Lead Case No. 08-10601).  Michael P. Richman, Esq., at
Foley & Lardner LLP, and Donald J. Bowman Jr., Esq., at Young
Conaway Stargatt & Taylor LLP, represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 3 appointed
five creditors to serve on an Official Committee of Unsecured
Creditors.  John T. Carrol, III, Esq., and Jeffrey R. Waxman,
Esq., at Cozen O'Connor, represent the Committee in this case.  
When the Debtors filed for bankruptcy protection, they listed
assets of between $10 million and $50 million and debts of between
$100 million and $500 million.


DOLAN MEDIA: David Trott Becomes Chairman, CEO of APC
-----------------------------------------------------
American Processing Company LLC, a subsidiary of Dolan Media
Company disclosed two executive promotions resulting from its
acquisition of National Default Exchange.

David Trott was promoted from president to chairman and chief
executive officer of APC, a provider of mortgage default
processing services.

Scott Goldstein was promoted to president of APC.  He also retains
the title of chief financial officer for the company.

In the new structure, Mr. Trott will manage all law firm client
relationships, including marketing and new client development.
Mr. Goldstein will have general executive responsibility for all
operational and financial activities in both APC and NDEx.

"The executive promotions better position APC for the integration
of National Default Exchange and subsequent execution of APC's
growth strategy," James P. Dolan, Dolan Media chief executive
officer, said.   "APC and NDEx currently assist law firms and
mortgage servicers with mortgage default processing in six states.  
We are extremely fortunate to have so much executive talent.  
These are challenging times in the credit and housing markets,
and our clients deserve the very best.  They are getting that with
Dave, Scott and their team."

Mr. Trott is the founder of APC and also is managing partner of
Trott & Trott, a real estate law firm based in Michigan.  He
is a past president of the U.S. Foreclosure Network, which
includes the credit services law firms.  Mr. Trott will continue
to report to Mr. Dolan.

Mr. Goldstein has been chief financial officer of APC since its
formation in 2006.  He was chief financial officer of Trott &
Trott since 2003.  Mr. Goldstein, who is a certified public
accountant, was vice president of operations for a business
process outsourcing division of Moore Corporation and held senior
financial/controller positions at large public companies
including Kelly Services and Schlumberger Ltd.  He will continue
to report to Mr. Trott.

APC provides mortgage default processing in Michigan, Indiana and
Minnesota.  NDEx provides similar services in Texas, California
and Georgia.  In addition, NDEx provides property title services
and licenses specialized software for the mortgage banking
industry.

APC acquired NDEx on Sept. 2, 2008.

                    About Dolan Media Company

Based in Minneapolis, Minnesota, Dolan Media Company (NYSE:DM) --
http://www.dolanmedia.com/-- is a provider of business   
information and professional services to the legal, financial and
real estate sectors.  Its Professional Services Division provides
specialized services to the legal profession through APC and also
through its Counsel Press, LLC unit.  Counsel Press is the
provider of appellate services to the legal community.  The
company's Business Information Division produces business
journals, court and commercial media and other publications,
operates web sites and conducts a broad range of events for
targeted professional audiences in each of the 21 geographic
markets that it serves across the United States.

American Processing Company LLC is the majority owned subsidiary
of Dolan Media Company that provides mortgage default processing
services in Michigan, Indiana and Minnesota.

                              Waiver

As reported in the Troubled Company Reporter on Aug. 1, 2008,
Dolan Media amended its credit agreement with a lending
syndicate led by US Bank NA.  The amendment waives the requirement
that the company apply 50% of the proceeds of the private
placement to the repayment of outstanding debt.  It also lowers
the maximum leverage ratios and increases the interest rate
margins charged to the company on the loans under the credit
facility.


EPIX PHARMACEUTICALS: Board Approves Retention Plan for Two Execs
-----------------------------------------------------------------
EPIX Pharmaceuticals, Inc. disclosed in a Securities and Exchange
Commission filing that on Sept. 15, 2008, its Board of Directors
approved a retention plan for members of its management team,
including these executive officers:

   -- Kim Cobleigh Drapkin, Chief Financial Officer; and
   -- Chen Schor, Chief Business Officer.

As part of the Retention Plan, on Sept. 15, 2008, the Company
entered into an amended and restated employment agreement with Ms.
Drapkin, which supersedes Ms. Drapkin's prior employment agreement
with the Company.  Pursuant to the Employment Agreement, the
Company will continue to employ Ms. Drapkin as Chief Financial
Officer.  Her initial annual base salary is set at $260,000, she
is eligible for a performance-based bonus under the Company's
annual bonus program as determined by the Company's Compensation
Committee, and she is entitled to other benefits offered to
similarly situated employees.  In addition, so long as Ms. Drapkin
remains an employee of the Company, she will receive four
quarterly cash payments of $12,500 beginning Sept. 30, 2008.

Under the Employment Agreement, if the Company terminates Ms.
Drapkin's employment without cause, or if Ms. Drapkin terminates
her employment for "good reason," then, subject to the execution
of a release of claims, she will be entitled to receive a
severance payment equal to 12 months of her then-current base
salary, continued premium payments toward group health plan
benefits for 12 months, and a pro rata portion of her bonus and
quarterly cash payment, as applicable, as of the end of the last
fiscal quarter prior to termination.  "Good reason" is generally
defined as a material reduction in Ms. Drapkin's responsibilities,
duties, authority or base salary or the relocation of Ms.
Drapkin's primary place of employment by more than 100 miles, in
each case following notice to the Company and the opportunity to
cure.

In addition, the Employment Agreement entitles Ms. Drapkin to the
retention provisions:

   -- a number of fully vested shares of common stock of the
      Company as is equal to 25% of her then-current gross annual
      base salary on each of December 31, 2008 and June 30, 2009;
      and

   -- a cash bonus equal to 25% of her then-current gross annual
      base salary upon each of:

      (i) the achievement of a specified fund-raising goal for the
          Company and

     (ii) the approval by the U.S. Food and Drug Administration of
          the Company's blood pool magnetic resonance angiography
          agent, Vasovist.

If, prior to June 30, 2009, Ms. Drapkin's employment is terminated
by the Company without cause or Ms. Drapkin resigns from her
employment with good reason, the Company will pay to Ms. Drapkin
all of the payments described in this paragraph that have not yet
been paid, regardless of whether the applicable dates or
milestones have been achieved.  If Ms. Drapkin's employment with
the Company is discontinued in any manner other than as described,
she will no longer be eligible to receive the retention payments.

On Sept. 16, 2008, the Company entered into an amendment to its
employment agreement with Mr. Schor, dated as of June 16, 2008.
Pursuant to the Amendment, Mr. Schor is entitled to these
retention provisions:

   -- a number of fully vested shares of common stock of the
      Company as is equal to 25% of his then-current gross annual
      base salary on each of Dec. 31, 2008 and June 30, 2009; and

   -- a cash bonus equal to 25% of his then-current gross annual
      base salary upon each of:

      (i) the achievement of a specified fund-raising goal for the
          Company; and

     (ii) the approval of Vasovist by the FDA.

If Mr. Schor's employment is terminated by the Company as a result
of a change in control of the Company and without cause, or if Mr.
Schor resigns from his employment with good reason following a
change in control of the Company but prior to June 30, 2009, the
Company will pay to Mr. Schor all of the payments that have not
yet been paid, regardless of whether the applicable dates or
milestoneshave been achieved.  If Mr. Schor's employment with the
Company is discontinued in any manner other than as described, he
will no longer be eligible to receive the retention payments.

                     About EPIX Pharmaceuticals

Headquartered in Lexington, Mass., EPIX Pharmaceuticals Inc.
(NasdaqGM: EPIX) -- http://www.epixmed.com/-- is a      
biopharmaceutical company focused on discovering and developing
novel therapeutics through the use of its proprietary and highly
efficient in silico drug discovery platform.  The company has a
pipeline of internally-discovered drug candidates currently in
clinical development to treat diseases of the central nervous
system and lung conditions.  EPIX also has collaborations with
leading organizations, including GlaxoSmithKline, Amgen, Cystic
Fibrosis Foundation Therapeutics, and Bayer Schering Pharma AG,
Germany.

The Troubled Company Reporter reported on Aug. 27, 2008, that at
June 30, 2008, the company's balance sheet showed total assets of
$63.6 million and total liabilities of $139.2 million, resulting
in a stockholders' deficit of $75.6 million.  Net loss for the
second quarter ended June 30, 2008 was $2.3 million, compared with
$18.0 million for the quarter ended June 30, 2007.


ESP FUNDING: Moody's Cuts, Reviews Ratings on Five Note Classes
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of five
classes of notes issued by ESP Funding I, Ltd., and left on review
for possible further downgrade the rating of three of these
classes of notes as:

Class Description: $225,000,000 Advance Swap between IXIS
Financial Products and ESP Funding I, Ltd.

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Prior Rating Date: July 2, 2008
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: $100,000,000 Class A-1R Revolving Floating Rate
Senior Secured Notes Due 2046

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $395,000,000 Class A-1T1 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $30,000,000 Class A-1T2 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: Ca

Class Description: $100,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: Ca

ESP Funding I, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.  On
February 27, 2008, the transaction experienced an event of default
caused by a failure of the Class A Principal Coverage Ratio to be
greater than or equal to the required amount set forth in Section
5.1(h) of the Indenture dated September 6, 2006.  That event of
default is continuing.

The rating actions reflect continuing deterioration in the credit
quality of the underlying portfolio and the increased expected
loss associated with the transaction.  Losses are attributed to
diminished credit quality on the underlying portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral.  The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class.  Because of this uncertainty, the rating of the Advance
Swap, the Class A-1R, and Class A-1T1 issued by ESP Funding I,
Ltd. are on review for possible further action.


ESTATE FINANCIAL: Court Approves Pachulski Stang as Bankr. Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted the request of Thomas P. Jeremiassen, Chapter 11 trustee
in the bankruptcy case of Estate Financial Inc., to employ
Pachulski Stang Ziehl & Jones LLP as his general bankruptcy
counsel.

Pachulski Stang is expected to:

   a) advise the Chapter 11 Trustee concerning the rights and
      remedies of the estate in regard to the assets of the
      estate, and with respect to the secured, priority and
      general claims of creditors;

   b) represent the Chapter 11 Trustee in connection with
      financial and business matters, including the sale of any
      assets;

   c) represent the Chapter 11 Trustee in connection with the
      investigation of potential causes of action against persons
      or entities, and the litigation if warranted and directed by
      the Trustee to do so;

   d) investigate and prosecute preference, fraudulent transfer
      and other actions, if any, arising under the Chapter 11
      Trustee's avoiding powers;

   e) represent the Chapter 11 Trustee in any proceeding or
      hearing in the Bankruptcy Court, and in any action in other
      courts where the rights of the estate may be litigated or
      affected;

   f) conduct examinations of witnesses, claimants, or adverse    
      parties and prepare and assist in the preparation of
      motions, applications, answers, orders, memoranda, reports
      and papers, etc.; and

   g) advise the Chapter 11 Trustee concerning the requirements of
      the Bankruptcy Code and Rules and the requirements of the
      Office of the United States Trustee relating to the
      administration of the estate including assisting in the
      filing of Schedules, Statement of Financial Affairs and
      other required documents.

The Chapter 11 trustee discloses that the Firm's professionals
reponsible for EFI's bankruptcy case bill:

            Professional               Hourly Rate
            ------------               -----------
            Robert B. Orgel               $725
            Samuel R. Maizel              $595
            Cia H. Mackle                 $275
            Jorge Rojas - Paralegal       $175

A full-text copy of the hourly rates of the Firm's other attorneys
and professionals are available for free at:

              http://researcharchives.com/t/s?32e3

To the best of the Chapter 11 Trustee's knowledge, neither the
Firm nor any of its partners, of counsel, or associates has any
interest materially adverse to the Debtor's estate, any class of
creditors or equity security holders.  The Firm is a
"disinterested person" as the term is defined in the U.S.
Bankruptcy Code.

Five creditors of Paso Robles, California-based Estate Financial
Inc. -- http://www.estatefinancial.com/-- filed an involuntary  
chapter 11 petition against the real estate broker on June 25,
2008 (Bankr. C.D. Calif. Case Number 08-11457).  Petitioner Steve
Gardality asserted a claim of $6,269,768.  Estate Financial Inc.
consented to the bankruptcy filing on July 16, 2008.  A Chapter 11
trustee, Thomas P. Jeremiassen, was appointed by the Court on July
23, 2008.

Paso Robles, California-based Estate Financial Mortgage Fund, LLC,
and its debtor-affiliate, Estate Financial, Inc., filed for
Chapter 11 protection on July 1, 2008 (Bankr. C.D. Ca. Case No.
08-11535). Lewis R. Landau, Esq., at Calabasas, California,
represents the Debtors in their restructuring efforts. When the
Debtors filed for protection from their creditors, they listed
estimated assets of more than $100,000,000 and estimated debts of
$100,000 to $1,000,000.  Bradley D. Sharp was appointed as Chapter
11 trustee for the case.


FANNIE MAE: Prosecutors Ask Firm for Financial Information
----------------------------------------------------------
Evan Perez at The Wall Street Journal reports that Fannie Mae and
Freddie Mac said they received "grand jury subpoenas" from federal
prosecutors of the U.S. Attorney for New York's Southern District,
asking the companies for information on their accounting,
disclosures, and corporate governance matters for the period Jan.
1, 2007 to the present.

WSJ relates that the U.S. Securities and Exchange Commission is
currently investigating Fannie Mae and Freddie Mac.  The two firms
have been in the conservatorship of their regulator, the Federal
Housing Finance Agency, since the government confiscated their
assets.  WSJ says that the government intervention has raised
pressure on the government to hold accountable the firms and their
top executives.

Fannie Mae said that it had received "a request for preservation
of documents related to the inquiry from the Staff of the SEC,"
and that it expects the SEC to issue a request for documents, WSJ
states.  Fannie Mae and Freddie Mac said they will fully cooperate
with the investigations and inquiries, the report says.

The investigation, according to WSJ, is part of a wider move by
the federal law enforcement to find out the cause of the financial
troubles affecting the Wall Street and the housing market.

                         About Fannie Mae

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

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

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

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

                        About Freddie Mac

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

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


FEDERAL-MOGUL: Court Bars Creditors from Filing Complaints
----------------------------------------------------------
Federal-Mogul Corp. and its debtor-affiliates notify parties-in-
interest that all proceedings in an adversary complaint with
respect to Compagnie Europeenne d' Assurances Industrielles, S.A.,
are stayed pursuant to CEAI's Chapter 15 filing.

Donald M. Ransom, Esq., at Casarino Christman Shalk Ransom &
Doss, P.A., in Wilmington, Delaware, relates that the U.S.
Bankruptcy Court for the Southern District of New York has
recognized CEAI's foreign proceeding and granted permanent
injunction on all claims against CEAI on September 26, 2007.

CEAI has reorganization proceedings before the High Court of
Justice of England and Wales with respect to CEAI's proposed
Scheme of Arrangement, pursuant to Section 425 of the Companies
Act 1985 of England and Wales.  The U.K. Court has prohibited all
creditors from seizing, repossessing, transferring, relinquishing
or disposing of any property of CEAI in contravention of, or
inconsistent with, the Arrangement.

The New York Court, specifically, has permanently prohibited all
creditors from:

   1. commencing or continuing any action or legal proceeding in
      connection with Arrangement Liabilities or any claims
      against CEAI;

   2. enforcing any judicial, quasi-judicial, administrative
      judgment, assessment or order, or arbitration award ]
      obtained in connection with any Arrangement liabilities or
      claims against CEAI arising out of the Arrangement
      liabilities or any claims or any proceeds from them against
      CEAI, CEAI's business or any of CEAI's property in the
      United States.

   3. invoking, enforcing or relying on the benefits of any
      statue, rule or requirements of federal, state, or local
      law or regulation required that CEAI establish or post
      security in the form of a bond, letter of credit or
      otherwise as a condition of prosecuting or defending any
      proceedings, except as explicitly provided for by the
      Court; and

   4. taking any action in contravention of, or in inconsistent
      with, the Arrangement.

Federal-Mogul Corporation -- http://www.federal-mogul.com/--
(OTCBB: FDMLQ) is a global 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.

(Federal-Mogul Bankruptcy News, Issue No. 172; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


FLOWSERVE CORP: S&P Lifts Ratings  to 'BB' on Better Performance
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Flowserve Corp. to 'BB' from 'BB-'.  At the same time,
S&P raised the rating on the company's $1 billion bank loan by one
notch to 'BB', the same as the corporate credit rating.  The
recovery rating on this debt remains unchanged at '3', indicating
S&P's expectation of meaningful recovery in the event of a payment
default.  The outlook is positive.
      
"The upgrade reflects the company's continued better-than-expected
performance and adherence to disciplined financial and acquisition
policies," said Standard & Poor's credit analyst John R. Sico.  
"The positive outlook takes into account the company's
satisfactory business risk profile and our view that we could
raise the rating by one notch if metrics continue to exceed
expectations in good end markets."
     
The ratings on Irving, Texas-based Flowserve, a manufacturer of
engineered pumps, valves, and mechanical seals, reflect the
company's satisfactory business risk profile and somewhat
aggressive financial risk profile.  The company has mitigated risk
by resolving certain legal and investigatory issues.  Management
has focused on managing debt and improving internal cash
generation, resulting in better-than-expected credit metrics.  
Meanwhile, the company's end markets remain good, with the oil and
gas markets robust, and likely to remain so over the intermediate
term.
     
Bookings through the first half of 2008 were up 20% over the prior
year, and good business conditions exist in all of the company's
divisions.  Flowserve has won major project orders that may lead
to significant aftermarket business in the future.  Backlog
exceeded $3 billion at the end of June 2008.
     
Flowserve has leading business positions, with substantial,
defensible shares in its large, competitive global markets.  The
pump segment is the leading segment, but Flowserve is also the
second-largest valve producer worldwide.  The company competes in
cyclical, fragmented, and mature markets subject to price
pressures and shifts in foreign-currency exchange rates.
     
Flowserve is current on all its required filings with the SEC. The
SEC has ended its investigation of Flowserve's historical
restatements without recommending any enforcement action.  The
rating was unaffected by the accounting issues, which have not
hurt cash flow and which have had, in Standard & Poor's view,
otherwise immaterial effects.
     
Flowserve has also resolved investigations by the SEC and the U.S.
Department of Justice regarding its participation in the U.N.
Oil-for-Food Program and whether any inappropriate payments were
made.  A settlement was reached and the payment of penalties and
fines were in line with what Flowserve had reserved.
     
S&P could raise the ratings by one notch in the near term if
Flowserve maintains acquisitive and financial discipline.  
Specifically, S&P could raise the rating if Flowserve continues to
deliver funds from operations to adjusted total debt greater than
30% and total adjusted debt to EBITDA less than 3.0x.  Given its
geographic and product diversity, along with its substantial
aftermarket business, Flowserve should maintain its strong
internal cash generation.  Management has demonstrated financial
discipline by keeping debt reduction a priority, to the benefit of
credit measures. S&P could revise the outlook to stable if funds
from operations to total debt declines to less than 30%.


FOX & HOUNDS: Case Summary & 20 Largest Unsecured Creditors      
-----------------------------------------------------------
Debtor: Fox & Hounds, Inc.
        1193 Collier Road
        Atlanta, GA 30318
        Tel:(404) 352-1007

Bankruptcy Case No.: 08-79021

Type of Business: The Debtor operates a pub.

Chapter 11 Petition Date: September 27, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: M. Denise Dotson, Esq.
                  Jones & Walden, LLC
                  ddotson@joneswalden.com
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301

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

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

A copy of the Debtor's petition that contains a list of its 20
Largest Unsecured Creditors is available at:

            http://bankrupt.com/misc/ganb08-79021.pdf


FREDDIE MAC: Prosecutors Ask Firm for Financial Information
-----------------------------------------------------------
Evan Perez at The Wall Street Journal reports that Fannie Mae and
Freddie Mac said they received "grand jury subpoenas" from federal
prosecutors of the U.S. Attorney for New York's Southern District,
asking the companies for information on their accounting,
disclosures, and corporate governance matters for the period Jan.
1, 2007 to the present.

WSJ relates that the U.S. Securities and Exchange Commission is
currently investigating Fannie Mae and Freddie Mac.  The two firms
have been in the conservatorship of their regulator, the Federal
Housing Finance Agency, since the government confiscated their
assets.  WSJ says that the government intervention has raised
pressure on the government to hold accountable the firms and their
top executives.

Fannie Mae said that it had received "a request for preservation
of documents related to the inquiry from the Staff of the SEC,"
and that it expects the SEC to issue a request for documents, WSJ
states.  Fannie Mae and Freddie Mac said they will fully cooperate
with the investigations and inquiries, the report says.

The investigation, according to WSJ, is part of a wider move by
the federal law enforcement to find out the cause of the financial
troubles affecting the Wall Street and the housing market.

                         About Fannie Mae

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

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

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

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

                        About Freddie Mac

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

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


GARRETT & PARTNERS: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Garrett & Partners, LLC
        3720 E. Sunset Road, Suite 104A
        Las Vegas, NV 89120

Bankruptcy Case No.: 08-13107

Chapter 11 Petition Date: September 26, 2008

Court: District of Arizona (Tucson)

Debtor's Counsel: Alan R. Solot, Esq.
                  arsolot@tiltonandsolot.com
                  Tilton & Solot
                  459 N. Granada Avenue
                  Tucson, AZ 85701
                  Tel: (520) 622-4622
                  Fax: (520) 882-9861

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

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

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

             http://bankrupt.com/misc/azb08-13107.pdf


GEORGIA GULF: Loan Terms Amended; BofA Wants Fin'l Advisors Hired
-----------------------------------------------------------------
Georgia Gulf Corporation disclosed in a Securities and Exchange
Commission filing that on Sept. 11, 2008, it entered into a fourth
amendment to its senior secured credit facility provided by a
syndicate of banks and other financial institutions led by Bank of
America, N.A., as administrative agent.

Georgia Gulf and Royal Group, Inc., as Borrowers, entered into the
Credit Agreement dated as of October 3, 2006, with Bank of
America, National Association, as Domestic Administrative Agent,
Domestic Collateral Agent and Domestic Letter of Credit Issuer;
Bank of America, National Association acting through its Canada
branch, as Canadian Administrative Agent, Canadian Collateral
Agent and Canadian L/C Issuer; The Bank of Nova Scotia, as
Canadian Swing Line Lender; and the lenders under the facility.  
The senior secured credit facility includes a tranche B term loan
of $800.0 million and revolving credit facilities of up to
$375.0 million.  

In connection with the Credit Facility Amendment, because the
Company's asset securitization agreement incorporates certain
defined terms from the Senior Secured Credit Agreement, the
Company entered into a consent and amendment to the securitization
agreement with Wachovia Bank, National Association and Bank of
Tokyo-Mitsubishi UFJ, Ltd. New York Branch.  

The Company will pay a fee of 50 basis points on $165.0 million,
the purchase limit under the securitization, by Oct. 1, 2008, and
has agreed to pay an additional fee of 50 basis points on the
purchase limit by Jan. 6, 2009 if any commitments or obligations
under the securitization agreement are outstanding as of the close
of business on Dec. 31, 2008.  

The Company has also agreed to increase the program fees payable
in respect of this facility which ranged, depending on the
Company's leverage, from 45 to 67.5 basis points applied to the
amount of receivables funded with commercial paper, to 250 basis
points through Dec. 31, 2008 and 300 basis points thereafter.

Among the amendments, the Lenders require the company to retain a
financial advisory firm of national standing by September 30,
2008, to assist company in its operational restructuring efforts.

Georgia Gulf also covenants with the Lenders not to permit the
Consolidated Interest Coverage Ratio as of the end of any fiscal
quarter to be less than:

                                      Consolidated Interest
    Fiscal Quarter Ending                Coverage Ratio
    ---------------------             ---------------------
    March 31, 2007                           1.50:1.0
    June 30, 2007                            1.50:1.0
    September 30, 2007                       1.50:1.0
    December 31, 2007                        1.75:1.0
    March 31, 2008                           1.75:1.0
    June 30, 2008                            2.00:1.0
    September 30, 2008                       1.70:1.0
    December 31, 2008                        1.50:1.0
    March 31, 2009                           1.45:1.0
    June 30, 2009                            2.50:1.0
    September 30, 2009                       2.75:1.0
    December 31, 2009 and thereafter         3.00:1.0

Georgia Gulf covenants with the Lenders not to permit the
Consolidated Leverage Ratio as of the end of any fiscal quarter to
be greater than:

    Fiscal Quarter Ending             Consolidated Leverage Ratio
    ---------------------             ---------------------------
    March 31, 2007                          6.50:1.0
    June 30, 2007                           8.50:1.0
    September 30, 2007                      8.25:1.0
    December 31, 2007                       7.00:1.0
    March 31, 2008                          6.25:1.0
    June 30, 2008                           6.25:1.0
    September 30, 2008                      7.20:1.0
    December 31, 2008                       7.75:1.0
    March 31, 2009                          8.00:1.0
    June 30, 2009                           4.25:1.0
    September 30, 2009                      4.00:1.0
    December 31, 2009                       3.75:1.0
    March 31, 2010 and thereafter           3.50:1.0

Georgia Gulf covenants with the Lenders not to permit Consolidated
Capital Expenditures during any fiscal year to exceed:

    Fiscal Year                       Consolidated CapEx
    -----------                       ------------------
    2007                                    $100,000,000
    2008                                     $65,000,000
    2009                                     $65,000,000
    2010 and thereafter                     $135,000,000

The company also covenants with the Lenders not to permit
Consolidated Capital Expenditures during any fiscal quarter set to
exceed:

    Fiscal Quarter Ending             Consolidated CapEx
    ---------------------             ------------------
    September 30, 2008                       $17,625,000
    December 31, 2008                        $15,625,000
    March 31, 2009                           $19,250,000
    June 30, 2009                            $21,250,000

So long as no Default has occurred and is continuing or would
result from the expenditure, any portion of any amount set forth
-- if not expended in the applicable fiscal quarter -- may be
carried over for expenditure in the next fiscal quarter.

A copy of the Credit Facility Amendment is available free of
charge at:

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

                       About Georgia Gulf

Headuqratered in Atlanta, Georgia, Georgia Gulf Corporation
(NYSE:GGC) -- http://www.ggc.com/-- manufactures and markets two     
integrated product lines: chlorovinyls and aromatics.  The
company's primary chlorovinyls products are chlorine, caustic
soda, vinyl chloride monomer, vinyl resins and vinyl compounds,
and itsaromatics products are cumene, phenol and acetone.  GGC
operates through four segments: chlorovinyls; window and door
profiles and mouldings products; outdoor building products, and
aromatics.  On Oct. 3, 2006, GGC completed the acquisition of
Royal Group Technologies Limited, a North American manufacturer
and marketer of vinyl-based building and home improvement
products.

                         *     *     *

As reported in the Troubled company Reporter on May 12, 2008,
Standard & Poor's Ratings Services lowered its ratings on Georgia
Gulf Corp. by one notch, including its corporate credit rating to
'CCC+' from 'B-'.  The outlook is negative.

The Troubled Company Reporter reported on July 17, 2008, that
Georgia Gulf Corporation entered into a settlement agreement with
certain holders of its 7-1/8% senior notes due 2013 that sent a
notice of default on June 6, 2008.  The company has agreed to pay
$1.4 million of the legal fees of the signing holders.


GLOBAL CREDIT: Gets Credit Event Notices From Toronto-Dominion
--------------------------------------------------------------
Global Credit Pref Corp. received credit event notices from The
Toronto-Dominion Bank with respect to Lehman Brothers Holdings
Inc., as a result of that company filing for Chapter 11 bankruptcy
protection, as well as with respect to the Federal National
Mortgage Association as a result of the appointment of a
conservator.

Global Credit is a mutual fund corporation that issued 10-year
redeemable, retractable cumulative preferred shares.  The company
has exposure, by way of an equity forward sale agreement, to a
structured credit linked note issued by The Toronto-Dominion Bank
and held by Global Credit Trust, the return on which is currently
linked to the credit performance of 127 reference entities,
including Lehman Brothers Holdings Inc. and the Federal National
Mortgage Association.

The return on the credit linked note is linked to the number of
defaults experienced over its term among the reference entities in
the CLN Portfolio.  The credit linked note has been structured so
that it is unaffected by the first net losses on the CLN Portfolio
up to 5.12% of the initial value of the CLN Portfolio -- initially
representing defaults by 11 reference entities in a CLN Portfolio
comprised of 129 reference entities.  The net loss on a reference
entity that defaults is calculated as the percentage exposure in
the CLN Portfolio to such reference entity reduced by a 40% fixed
recovery rate.  Following the credit events, the credit linked
note will be able to withstand approximately 8 further credit
events in the CLN Portfolio.

Global Credit's capacity to return $25.00 per preferred share on
the scheduled redemption date of Sept. 30, 2015, and the payment
of quarterly fixed cumulative preferential distributions of
$0.3281 per preferred share -- a 5.25% yield on the original
subscription price of $25.00 per preferred share -- will not be
affected by these credit events.

The preferred shares are listed for trading on the Toronto Stock
Exchange under the symbol GPA.PR.A.

As reported in the Troubled Company Reporter on May 1, 2008,
Standard & Poor's Ratings Services lowered its rating on Global
Credit Pref. Corp.'s preferred shares to B from B+, and removed it
from CreditWatch with negative implications, where it was placed
on April 11, 2008.


GLOBAL TOBACCO: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Global Tobacco Processors, Inc.
        121 Elliott Dixon Drive
        Ayden, NC 28513

Bankruptcy Case No.: 08-06612

Chapter 11 Petition Date: September 25, 2008

Court: Eastern District of North Carolina (Wilson)

Debtor's Counsel: David J. Haidt, Esq.
                  Ayers, Haidt & Trabucco, P.A.
                  davidhaidt@embarqmail.com
                  P.O. Box 1544
                  New Bern, NC 28563
                  Tel: (252) 638-2955
                  Fax: (252) 638-3293

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's Largest Unsecured Creditor:

   Entity                                          Claim Amount
   ------                                          ------------
Town of Ayden                                            $3,000
Utilities Department
Attn: Managing Agent
4144 West Avenue
Ayden, NC 28513


GREATER ATLANTA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Greater Atlanta Bar-B-Q, LLC
        555 Oakbrook Parkway, Suite 640
        Norcross, GA 30093

Bankruptcy Case No.: 08-78865

Type of Business: The Debtor is a franchisee of Sonny's barbecue
                  restaurants.

Chapter 11 Petition Date: September 25, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Wendy L. Hagenau, Esq.
                  Powell Goldstein LLP
                  whagenau@pogolaw.com  
                  One Atlantic Center - 14th Floor
                  1201 W. Peachtree Street, NW
                  Atlanta, GA 30309-3488
                  Tel: (404) 572-6600
                  Fax: (404) 572-6999

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of the Debtor's petition that contains a list of its 20
Largest Unsecured Creditors is available at:

            http://bankrupt.com/misc/ganb08-78865.pdf


GREENWICH CAPITAL: S&P Keeps 26 Classes of Trust Under Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services stated that its ratings on 26
classes from Greenwich Capital Commercial Mortgage Trust 2007-RR2
and LNR CDO VI Ltd.'s series 2007-2 remain on CreditWatch with
negative implications.  S&P originally placed the ratings on
CreditWatch on Sept. 22, 2008, as detailed in "26 Re-REMIC And CRE
CDO Ratings Put On Watch Negative Due To ST/PCV Loan Exposure."
     
The CreditWatch updates reflect S&P's updated analysis of GCCMT
2007-RR2 and LNR CDO VI following its credit analysis of five
commercial mortgage-backed securities transactions with exposure
to the Stuyvesant Town and Peter Cooper Village Apartments
(ST/PCV) loan.  While S&P's credit analysis of the five CMBS
transactions suggested that the credit profiles of GCCMT 2007-RR2
and LNR CDO VI have weakened, the change was not sufficient to
warrant rating actions.  However, S&P is maintaining the
CreditWatch placements on both transactions due to their exposure
to six classes from Citigroup Commercial Mortgage Securities 2007-
CD4.  Standard & Poor's placed its ratings on several of the
classes from CD 2007-CD4 on CreditWatch with negative implications
after the Riverton Apartments loan was transferred to the special
servicer.

Twenty-one classes from the five CMBS transactions with exposure
to the ST/PCV loan are assets of GCCMT 2007-RR2 and LNR CDO VI, as
detailed below.  Standard & Poor's has lowered several ratings on
classes from three of the CMBS transactions: ML-CFC Commercial
Mortgage Trust 2007-5, Wachovia Bank Commercial Mortgage Trust's
series 2007-C30, and Wachovia Bank Commercial Mortgage Trust
2007-C31.  The analysis of GCCMT 2007-RR2 and LNR CDO VI also
follows S&P's credit analysis of several unrated classes from
WBCMT 2007-C31 and two other unrated CMBS transactions (COBALT
CMBS Commercial Mortgage Trust 2007-C2 and ML-CFC Commercial
Mortgage Trust 2007-6) with exposure to the ST/PCV loan.

Details of the GCCMT 2007-RR2 transaction are:

According to the Sept. 22, 2008, trustee report, GCCMT 2007-RR2, a
re-REMIC transaction, is collateralized by 63 classes
($528.7 million) of pass-through certificates from 29 distinct
CMBS transactions issued between 2005 and 2007.  Standard & Poor's
rates $383.9 million (73%) of these assets and maintains credit
estimates for the remaining collateral.  The transaction has not
realized any principal losses to date, and none of the assets in
the current collateral pool are first-loss CMBS assets.  The
collateral pool includes the following:

     --- Classes F, G, and H ($30 million, 6%) from ML-CFC 2007-5;
     --- Classes H, J, and K ($30 million, 6%) from WBCMT
         2007-C30;

     --- Classes H, J, and K ($29 million, 6%) from CD 2007-CD4;
         and

     --- Class F ($7 million, 1%) from ML-CFC 2007-6.

Details of the LNR CDO VI transaction are:

According to the Aug. 20, 2008, trustee report, LNR CDO VI, a CRE
CDO transaction, is collateralized by 132 classes ($1.103 billion)
of pass-through certificates from 28 distinct CMBS transactions
issued in 2006 or 2007.  Standard & Poor's rates $608.1 million
(55%) of the assets and maintains credit estimates for the
remaining collateral.  The aggregate principal balance of the
collateral pool has been reduced by $300,074 since issuance, all
of which was due to principal losses realized on first-loss CMBS
assets.  First-loss CMBS assets currently represent $349.6 million
(32%) of the collateral pool.  The collateral pool includes these:

     --- Classes K through U ($110.9 million, 10%) from WBCMT
         2007-C31;

     --- Classes L, M, and N ($28.3 million, 3%) from CD 2007-CD4;
         and

     --- Classes H through L ($12.9 million, 1%) from ML-CFC
         2007-6.

Standard & Poor's will update or resolve the CreditWatch negative
placements on GCCMT 2007-RR2 and LNR CDO VI after completing its
review of CD 2007-CD4.

             Ratings Remaining on Creditwatch Negative

        Greenwich Capital Commercial Mortgage Trust 2007-RR2
                   CMBS pass-through certificates

                         Class     Rating
                         -----     ------
                         A-2       AAA/Watch Neg     
                         A-3       AA/Watch Neg      
                         B         AA-/Watch Neg     
                         C         A+/Watch Neg      
                         D         A+/Watch Neg      
                         E         A-/Watch Neg      
                         F         BBB+/Watch Neg    
                         G         BBB-/Watch Neg    
                         H         BB+/Watch Neg     
                         J         BB+/Watch Neg     
                         K         BB/Watch Neg      
                         L         BB/Watch Neg      
                         M         BB-/Watch Neg     
                         N         B+/Watch Neg      
                         O         B/Watch Neg       
                         P         B-/Watch Neg      
                         Q         CCC+/Watch Neg    

                          LNR CDO VI Ltd.
           Collateralized debt obligations series 2007-2

                         Class     Rating
                         -----     ------
                         A-1       AA+/Watch Neg     
                         A-2       AA+/Watch Neg     
                         B         A+/Watch Neg      
                         C         BBB/Watch Neg     
                         D         BBB-/Watch Neg    
                         E         BB+/Watch Neg     
                         F         BB/Watch Neg      
                         G         B+/Watch Neg      
                         H         CCC+/Watch Neg    


GREENPOINT MORTGAGE: Fitch Takes Rating Actions on 32 Certificates
------------------------------------------------------------------
Fitch Ratings has taken rating actions on 32 certificates.  Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are now removed.

Greenpoint Mortgage Funding Trust 2005-HE1
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 downgraded to 'A' from 'AA+';
  -- Class M-3 downgraded to 'BBB' from 'AA';
  -- Class M-4 downgraded to 'B' from 'AA-';
  -- Class M-5 downgraded to 'CC/DR4' from 'A+';
  -- Class M-6 downgraded to 'C/DR6' from 'A';
  -- Class M-7 downgraded to 'C/DR6' from 'BBB+';
  -- Class M-8 downgraded to 'C/DR6' from 'BBB-';
  -- Class B-1 downgraded to 'C/DR6' from 'BB+';
  -- Class B-2 downgraded to 'C/DR6' from 'BB'.

Greenpoint Mortgage Funding Trust 2005-HE2
  -- Class G affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'B' from 'A';
  -- Class M-3 downgraded to 'C/DR5' from 'BBB';
  -- Class B-1 downgraded to 'C/DR6' from 'BBB-'.

Greenpoint Asset Backed Notes Series 2005-HE4
  -- Class 1A-1 downgraded to 'AA' from 'AAA' placed on Rating
     Watch Negative;

  -- Class IIA-1a downgraded to 'AA' from 'AAA' placed on Rating
     Watch Negative;

  -- Class IIA-1b rated 'AAA' placed on Rating Watch Negative;
  -- Class IIA-3c rated 'AAA' placed on Rating Watch Negative;
  -- Class IIA-4c downgraded to 'AA' from 'AAA' placed on Rating
     Watch Negative;

  -- Class M-1 downgraded to 'BBB' from 'AA+' placed on Rating
     Watch Negative';

  -- Class M-2 downgraded to 'B' from 'AA+' placed on Rating Watch
     Negative';

  -- Class M-3 downgraded to 'CC/DR3' from 'AA+'
  -- Class M-4 downgraded to 'C/DR6' from 'AA+';
  -- Class M-5 downgraded to 'C/DR6' from 'AA+';
  -- Class M-6 downgraded to 'C/DR6' from 'AA+';
  -- Class M-7 downgraded to 'C/DR6' from 'AA';
  -- Class M-8 downgraded to 'C/DR6' from 'AA-';
  -- Class M-9 downgraded to 'C/DR6' from 'A';
  -- Class M-10 downgraded to 'C/DR6' from 'BBB+';
  -- Class M-11 downgraded to 'C/DR6' from 'BBB+';
  -- Class B-1 downgraded to 'C/DR6' from 'BB'.


GREEN VALLEY: Terminated $15MM Facility Won't Affect S&P's Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating and
outlook on Las Vegas-based Green Valley Ranch Gaming LLC (GVR;
B/Negative/--) are currently unaffected by the recent termination
of the company's $15 million revolving credit facility.  In July,
S&P revised its outlook to negative, citing ongoing softness in
the Las Vegas locals market and concerns around covenant
compliance.  Because GVR's bank facility is structured such that
maintenance covenants are only on the revolving credit facility
and not on the first- or second-lien term loans, covenants are
only measured if there is an outstanding balance under the
revolver.  The termination of the revolver, therefore, allows GVR
to avoid covenant restrictions.
     
While S&P does view the loss of access to the revolver negatively,
S&P notes that, despite 18% declines in EBITDA before management
fees during the six months ended June 30, 2008, the property
continues to generate a modest amount of free operating cash flow
S&P expects this downward trajectory of EBITDAM to continue at the
same pace at least through the remainder of 2008, and believe that
2009 will also prove challenging.  However, S&P's rating
incorporates the expectation that this property will continue to
generate at least a modest amount of free operating cash flow each
quarter, supported by limited capital expenditure needs over the
intermediate term, projected to be around $5 million per year.

Given GVR's very limited liquidity, consisting solely of a
$12 million cash balance at June 30, 2008, the failure to continue
to generate positive free operating cash flow would drive ratings
at least one notch lower.  As of June 30, 2008, total debt
leverage was 7.7x and EBITDAM coverage of interest was 1.6x.


HRP MYRTLE: Blames Worsening Credit Crisis for Bankruptcy Filing
----------------------------------------------------------------
HRP Myrtle Beach Holdings, LLC, the owner of the Hard Rock Park in
Myrtle Beach, has filed for Chapter 11 bankruptcy protection in
Delaware bankruptcy court, the Associated Press reported Thursday.  
The 55-acre Myrtle Beach amusement park plans to reopen in 2009,
park spokesman Jim Olecki said.  

Mr. Olecki said the park will keep 75 workers through the
offseason.  The attraction never had enough money for promotion
when it opened in April and the worsening credit crisis made it
impossible to raise more, Mr. Olecki added.

The park, which opened in April this year, licensed the brand name
from Hard Rock International, the owner of the Hard Rock chain of
restaurants.

"We're naturally disappointed, as we were hopeful Hard Rock Park
would establish itself as an anchor attraction for the Grand
Strand, and clearly that has not happened," said Brad Dean,
president of the Myrtle Beach Area Chamber of Commerce.  "Clearly
in the future, we would encourage them to revisit the pricing
strategy and consider more out-of-market advertising."

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.

The Debtor and six of its affiliates filed separate Chapter 11
petitions on Sept. 24, 2008 (Bankr. D. Del. Case Nos. 08-12193 to
08-12199).  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 between $100,000,000
and $500,000,000 in debts in its filing.


HRP MYRTLE: Moody's Trims PD Rating to 'D' After Bankruptcy Filing
------------------------------------------------------------------
Moody's Investors Service downgraded the Probability of Default
rating for HRP Myrtle Beach Operations to D from Caa1 and the
Corporate Family Rating to Caa3 from Caa1 following the company's
September 24, 2008, announcement that it has filed a voluntary
petition for reorganization under Chapter 11 of the Bankruptcy
Code.  Moody's intends to withdraw all HRP ratings shortly.

Moody's also lowered instrument ratings as shown below.  Second
lien bondholders benefit from full security in all assets,
including land; their claim is junior to only the $15 million
revolving credit facility (unrated).  Moody's believes the above-
average forecasted recovery for creditors overall, and the
outsized recovery for "senior secured" bondholders in particular,
is at least partially attributed to the relatively short life of
the company since its debt was issued and the effective absence of
an opportunity to raise new debt proceeds given protracted
tightness of the credit markets and difficult economic conditions.

Junior capital (unrated) in the form of holding company PIK notes
also enhances the recovery prospects for HRP debtholders.  
Contributed real estate holdings at inception of the project's
funding, in conjunction with the newness of the park's facilities,
should support the above-average recovery assumption for creditors
assuming the company emerges from bankruptcy with a recapitalized
balance sheet.

HRP Myrtle Beach Operations, LLC

  -- Probability of Default Rating, Downgraded to D from Caa1
  -- Corporate Family Rating, Downgraded to Caa3 from Caa1
  -- Senior Secured Bonds, Downgraded to a Caa1, LGD2, 13% from B2
  -- Junior Secured Bonds, Downgraded to a Ca, LGD4, 50% from Caa2

HRP Myrtle Beach Operations is the owner and operator of an
approximate 140-acre rock and roll-themed park located in Myrtle
Beach, South Carolina.


HAWKEYE MANAGEMENT: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Hawkeye Management, Inc.
        P.O. Box 1218
        North Chatham, MA 02650

Bankruptcy Case No.: 08-17232

Chapter 11 Petition Date: September 25, 2008

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Thomas Rugo, Esq.
                  tomrugo@comcast.net
                  8291 Main Street
                  P.O. Box 730
                  Barnstable, MA 02630
                  Tel: (508) 375-9975
                  Fax: (508) 362-7770

Total Assets: $4,616,528

Total Debts: $4,700,064

A copy of the Debtor's petition that contains a list of its 17
Largest Unsecured Creditors is available at:

             http://bankrupt.com/misc/mab08-17232.pdf

INCYTE CORPORATION: John Keller Quits as Chief Business Officer
---------------------------------------------------------------
Incyte Corporation disclosed in a Securities and Exchange
Commission filing that on Sept. 12, 2008, John A. Keller submitted
his resignation as the company's Executive Vice President and
Chief Business Officer.

The company also disclosed that on Sept. 16, 2008, its board of
directors amended and restated its bylaws.  A copy of Incyte's
amended and restated bylaws is available free of charge at
http://researcharchives.com/t/s?32e0

                       About Incyte Corp.

Based in Wilmington, Delaware, Incyte Corporation (Nasdaq: INCY)
-- http://www.incyte.com/-- is a drug discovery and development      
company focused on developing proprietary small molecule drugs to
treat serious unmet medical needs.  Incyte's pipeline includes
multiple compounds in Phase I and Phase II development for
oncology, inflammation and diabetes.  

                          *     *     *

As reported in The Troubled Company Reporter on Aug. 4, 2008, the
company posted net loss of $45.6 million for the quarter ended
June 30, 2008.  The company's balance sheets showed $204.7 million
in total assets and and $441.9 million in total liabilities,
resulting in a $237.2 million stockholders' deficit.


JETBLUE AIRWAYS: Executes Leases for Two Embraer 190 Aircraft
-------------------------------------------------------------
JetBlue Airways Corporation disclosed in a Securities and Exchange
Commission filing that on Sept. 18, 2008, it had executed leases
for two of its existing EMBRAER 190 aircraft.

JetBlue also had executed a purchase agreement relating to the
sale of four new EMBRAER 190 aircraft scheduled for initial
delivery to JetBlue in the first quarter of 2009.

The subsequent deliveries of these aircraft to a third party are
scheduled to occur immediately after such aircraft are received by
JetBlue.  The purchase agreement relating to the sale of the four
EMBRAER 190 aircraft is subject to various contingencies,
including third party lease negotiations.

It is anticipated that all six of these EMBRAER 190 aircraft will
eventually be operated by Azul Linhas Aereas Brasileiras, SA.

                      About JetBlue Airways

Based in Forest Hills, New York, JetBlue Airways Corporation
(Nasdaq: JBLU) -- http://www.jetblue.com/-- is a passenger
airline that provides customer service primarily on point-to-
point routes.  As of June 30, 2008, the company operated a fleet
of 106 Airbus A320 aircraft and 36 EMBRAER 190 aircraft, of which
83 were owned, 55 were leased under operating leases and four were
leased under capital leases.    

JetBlue currently serves 53 cities with 600 daily flights.

                          *     *     *

As reported in the Troubled Company Reporter on July 24, 2008,
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of JetBlue Airways Corp. to Caa2
from Caa1, as well as the ratings of its outstanding corporate
debt instruments and certain Enhanced Equipment Trust
Certificates.  The outlook is negative.

At June 30, 2008, the company's consolidated balance sheet showed
$6.5 billion in total assets, $5.1 billion in total liabilities,
and $1.4 billion in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $1.3 billion in total current
assets available to pay $1.4 billion in total current liabilities.

JetBlue Airways reported a net loss of $7.0 million for the
second quarter ended June 30, 2008, compared with net income of
$21.0 million in the same period of 2007.


KAMEHA DEVELOPMENT: Case Summary & Seven Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Kameha Development, LLC
        P.O. Box 11331
        Jacksonville, FL 32239-1331

Bankruptcy Case No.: 08-05928

Type of Business: The Debtor develops real estate.

Chapter 11 Petition Date: September 28, 2008

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Albert H. Mickler, Esq.
                  court@planlaw.com
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822

Total Assets: $1,639,530

Total Debts: $1,572,066

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

             http://bankrupt.com/misc/flmb08-05928.pdf


LACROSSE MANAGEMENT: Case Summary & Seven Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: LaCrosse Management, LLC
        9630 South Longwood
        Chicago, IL 60643

Bankruptcy Case No.: 08-25737

Type of Business: The Debtor is engaged in the real estate
                  business.

Chapter 11 Petition Date: September 26, 2008

Court: Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Joseph E. Cohen, Esq.
                  jcohenattorney@aol.com
                  Cohen & Krol
                  105 West Madison, Suite 1100
                  Chicago, IL 60602
                  Tel: (312) 368-0300

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/ilnb08-25737.pdf


LAKETOWN WHARF: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Dawn McCarty of Bloomberg News reports that Laketown Wharf
Marketing Corp. (Case No. 08-40692) filed for Chapter 11
bankruptcy protection on Sept. 29, 2008, in the U.S. Bankruptcy
Court for the Northern District of Florida.

The Debtor didn't provide an affidavit that explains events
leading up to the bankruptcy, according to the report.

Panama City, Florida-based Laketown Wharf Marketing Corp. is the
developer that owns Laketown Wharf, a project that spans about 1/4
mile and is comprised of 765 residential condominium units as well
as 91,000 square foot of commercial units for offices, restaurants
and retail shops.  The Company acquired the project from Laketown
Wharf, LLC, on Sept. 12 by execution of a deed in lieu of
foreclosure, according to court documents.

Amy L. Denton, Esq., and Russell M. Blain, Esq., at Stichter
Riedel Blain & Prosser, P.A., represent the Debtor in its
restructuring efforts.  In its filing, the Debtor listed between
$100 million and $500 million in assets and between $100 million
and $500 million in debts.


LAKETOWN WHARF: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Laketown Wharf Marketing Corporation
        aka LWMC, Inc.
        9902 S. Thomas Dr.
        Panama City, FL 32408

Bankruptcy Case No.: 08-40692

Type of Business: The Debtor owns a condominium resort.

Chapter 11 Petition Date: September 29, 2008

Court: Northern District of Florida (Tallahassee)

Debtor's Counsel: Amy L. Denton, Esq.
                  aharris.ecf@srbp.com
                  Russell M. Blain, Esq.
                  rblain.ecf@srbp.com
                  Stichter, Riedel, Blain & Prosser, P.A.
                  110 E. Madison St., Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  http://www.srbp.com/

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

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


LEAR CORP: S&P Lifts $1 Bil. Facility Issue Level Rating to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services has raised its issue-level
rating on Lear Corp.'s $1 billion senior secured term loan
facility ($988 million outstanding) to 'BB' from 'BB-' and revised
the recovery rating to '1' from '2'.  The recovery rating
indicates the expectation of very high recovery in the event of a
payment default.  The action follows the company's reduction of
its $1.7 billion senior secured revolving credit facility to
$1.3 billion until March 2010 and then $822 million thereafter
until the final maturity of January 2012.  S&P does not rate the
senior secured revolving credit facility.  
     
In addition, S&P lowered its issue-level ratings on Lear's senior
unsecured notes to 'B' from 'B+' and revised the recovery rating
to '5' from '4', indicating the expectation of modest recovery in
the event of a payment default.
  
Ratings List

Lear Corp.
  Corporate credit rating                   B+/Stable/--

Ratings Raised
                                            To         From
                                            --         ----

  $1 bil. sr. secured term loan             BB         BB-
    Recovery rating                         1          2

Ratings Lowered

  Sr. unsecured notes                       B          B+
    Recovery rating                         5          4


LEHMAN BROTHERS: Fitch Cuts 253 Tender Options Bonds Rtngs to 'D'
-----------------------------------------------------------------
Based on the Sept. 15, 2008 downgrade of Lehman Brothers Holdings
Inc. long- short-term Issuer Default Ratings to 'D', Fitch Ratings
has downgraded the short-term rating on 253 tender option bonds
with liquidity by LBHI to 'D'.

Some of the TOBs also have credit enhancement provided by LBHI,
which provided the basis for Fitch's long-term rating on the TOBs.  
For the TOBs with credit enhancement by LBHI where Fitch also
maintains long-term ratings on the securities within the TOB
trusts, the long-term ratings on the TOBs are revised to the long-
term ratings of the securities within the trusts.  For the TOBs
with credit enhancement by LBHI where Fitch does not maintain
long-term ratings on the securities within the trusts, the long-
term ratings on the TOBs are withdrawn.

For the TOBs that do not have credit enhancement provided by LBHI,
the long-term ratings remain the same.

Note that on June 9, Fitch downgraded the IDRs of LBHI to 'A+' and
'F1'.  By error, these downgrades were not passed through to the
ratings of the TOBs rated by Fitch prior to June 9.  Therefore,
the downgrades of those TOBs are from a short-term rating of
'F1+', and, if they had credit enhancement from LBHI, a long-term
rating of 'AA-'.  For the TOBs rated after June 9, the downgrades
are from a short-term rating of 'F1' and, if they had credit
enhancement from LBHI, a long-term rating of 'A+'.


LEVCOR INTERNATIONAL: June 30 Balance Sheet Upside Down by $7.9MM
-----------------------------------------------------------------
Levcor International Inc.'s unaudited consolidated balance sheet
at June 30, 2008, showed $12,209,000 in total assets and
$20,160,000 in total liabilities, resulting in a $7,951,000 total
stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $7,615,000 in total current assets
available to pay $17,506,000 in total current liabilities.

The company reported net income of $2,000 on total net sales of
$5,432,000 for the second quarter ended June 30, 2008, compared
with net income of $38,000 on net sales of $4,193,000 in the same
period last year.

The company attributes the increase in sales primarily to broader
distribution and new product introductions to a major customer in
2008.

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?32e2

                       Going Concern Doubt

Friedman LLP, in New York, expressed substantial doubt about
Levcor International 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 historical losses from operations.

                    About Levcor International
                        
Based in New York, Levcor International Inc. (OTC BB: LEVC)
engages in the manufacture, packaging, and distribution of
buttons, embellishments, craft products, and complimentary product
for the home sewing and craft retail industry.  The company offers
its products under the La Mode, Le Chic, Streamline, Favorite
Findings, Crafter's Images, and Button Fashion trademarks; and
under the Le Bouton, La Petite, Classic, Boutique Elegant, and
Mill Mountain brand names.  Levcor International sells its
products to mass merchandisers, specialty chains, and independent
retailers and wholesalers in the United States, Canada, and
Europe.


MAIN BEACH: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Main Beach Resort, LLC
        Suite L-4
        11285 Elkins Road
        Roswell, GA 30076

Bankruptcy Case No.: 08-78822

Chapter 11 Petition Date: September 24, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Mary Grace Diehl

Debtor's Counsel: Rex Cornelison, Esq.
                  The Cornelison Group, LLC
                  Building D, Suite 1
                  500 Sun Valley Drive
                  Roswell, GA 30076-5636
                  Tel: (770) 587-0082

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

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

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


MCCLATCHY CO: Wins Bank Concessions, Spared From Default Threat
---------------------------------------------------------------
Shira Ovide at The Wall Street Journal reports that The McClatchy
Company won concessions from banks, sparing the company from a
threat of default on its debt.

According to WSJ, McClatchy said on Friday that its banks "agreed
to loosen restrictions on the company's level of debt compared to
cash flow, and its ratio of interest payments to cash flow."  
McClatchy had to secure the changes by Sept. 30, or it would risk
a technical default on its debt, WSJ says, citing analysts.  The
report states that a default notice could trigger a bankruptcy
filing.

WSJ relates that the covenants currently limit McClatchy's debt to
five times its adjusted cash flow.  The report states that "the
ratio was just under 4.5 times at the end of the second quarter."  
The ratio, under the new agreement, can now go as high as 6.25
through the fourth quarter, according to the report.

WSJ states that a McClatchy spokesperson said that "there were no
internal projections indicating we would be in default in the
third quarter."  According to the report, the company said it had
to amend its bank agreement because of "the impact of the current
environment on our cash flows."  

McClatchy, says WSJ, has suffered "from a steep downturn in
advertising revenue as the economy cools and as marketers continue
to shift advertising to the Internet."  WSJ relates that
McClatchy's problems are worsened by about $2.1 billion in debt,
much of it tied to its purchase of Knight Ridder Inc. in 2006.  
WSJ states that worries about possible bank defaults also
contributed to the decline in the company's stock price, which has
fallen 77% in 2007.  

                   About The McClatchy Company

Headquartered in Sacramento, California, The McClatchy Company
(NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest  
newspaper company in the United States, with 30 daily newspapers,
approximately 50 non-dailies, and direct marketing and direct mail
operations.  McClatchy also operates leading local websites in
each of its markets.  McClatchy-owned newspapers include The Miami
Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The
Kansas City Star, the Charlotte Observer, and The (Raleigh) News &
Observer.

McClatchy also owns a portfolio of premium digital assets,
including 14.4% of CareerBuilder, an online job site, and 25.6% of
Classified Ventures, a newspaper industry partnership that offers
the auto website, cars.com, and the rental site, apartments.com.

At June 29, 2008, the company's consolidated balance sheet showed
$3.7 billion in total assets, $3.3 billion in total liabilities,
and $382.1 million in total stockholders' equity.

                          *     *     *

As reported by the Troubled Company Reporter on Sept. 19, Moody's
Investors Service downgraded The McClatchy Company's Corporate
Family and Probability of Default ratings to B2 from Ba3, the
ratings on the senior unsecured notes to Caa1 from B1, and the
rating on the guaranteed bank facility to Ba2 from Ba1.  The
rating outlook is negative.  The downgrade reflects Moody's
expectation that ongoing significant declines in advertising
revenue will continue to pressure EBITDA -- leading to an increase
in leverage and heightened risk of a credit facility covenant
violation.  Moody's anticipates McClatchy's free cash flow
generation and the modest bank leverage will allow the company to
obtain an amendment if necessary, but an increase in the interest
rate spread and tighter non-financial covenants are likely to
result, which would reduce financial flexibility.

The TCR also said The McClatchy Co. will be laying off about 1,150
employees or 10% of its workforce; and cutting its dividend by
50%.

The TCR, citing a Dow Jones report, said McClatchy previously
fired about 1,400 workers to save $70 million yearly and had cut
about 13% of its workforce between the end of 2006 and April 2007.

On July 16, 2008, the TCR reported that Douglas McIntyre of 24/7
Wall Street said McClatchy could hit debt service problems that
could force the company to sell properties or file for Chapter 11
protection.  According to the report, McClatchy is one of the
companies that are at high risk of not making it another year due
to the big debt loads it took in buying newspaper properties and
seeing operating income chopped by falling sales.


MCCLATCHY COMPANY: Cuts Q3 Dividend & Slash 10% of Workforce
------------------------------------------------------------
The McClatchy Company disclosed in a Securities and Exchange
Commission filing that it declared a regular quarterly cash
dividend of $0.09 (nine cents) per share, reducing the dividend by
half from the second quarter 2008 dividend rate.  The third
quarter dividend is payable Oct. 6, 2008 to stockholders of record
at the close of business on Sept. 26, 2008.

McClatchy also disclosed an additional cost restructuring to
reduce its workforce by about 10%, or approximately 1,150 full-
time equivalent employee positions as the company manages through
the difficult advertising downturn and positions itself for future
success in an increasingly competitive environment.

McClatchy said roughly half of the staff reductions are coming
through voluntary programs and managed attrition.  The company
expects to achieve savings of $100 million over the next four
quarters, excluding severance costs of approximately $20 million,
from the staff reductions along with other savings initiatives.
This represents a savings of more than 6% of total cash expenses
based on cash expenses over the last 12 months.

The company is actively working to sustain editorial quality and
meet its public service journalism obligations despite some staff
reductions.  Innovative sharing and staffing changes like the
combining of sports and political reporting staffs from Raleigh
and Charlotte N.C. will extend the reach and depth of reporting
despite overall staff reductions, and similarly innovative plans
tailored to specific regions and newspapers are in play across the
company. Shared editing and design duties enabled by upgraded
technology also will be introduced.

"Our board reviewed our dividend policy and determined it was
prudent to reduce the dividend, providing more free cash flow to
reduce debt.  We believe this action is in the best interest of
our equity and debt investors," Gary Pruitt, McClatchy's Chairman
and CEO, said.

"It is painful to announce these staff reductions, but the
continued restructuring of our company is necessary given the
relentless economic downturn and its impact on our business.  But
it is also part of a strategic vision of becoming a hybrid print
and online media company.  McClatchy is committed to remaining a
healthy, profitable company positioned to meet current challenges.
We are  also taking full advantage of opportunities for growth as
a digital company as we restructure to support our mission of
delivering high quality news and information in whatever medium
our readers want to receive it," Mr. Pruitt added

McClatchy would work to ensure a smooth transition during the
downsizing, providing severance payments and benefit continuation
to affected employees.

"We understand how difficult these separation programs and
decisions are for all employees -- those leaving as well as those
who will continue working with us.  We are committed to notifying
affected employees quickly and treating them with the respect they
deserve, while refocusing the working environment and reaffirming
the value we place on our colleagues who will help us through
these turbulent times," said Heather Fagundes, vice president for
human resources.

                   About The McClatchy Company

Headquartered in Sacramento, California, The McClatchy Company
(NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest   
newspaper company in the United States, with 30 daily newspapers,
approximately 50 non-dailies, and direct marketing and direct mail
operations.  McClatchy also operates leading local websites in
each of its markets.  McClatchy-owned newspapers include The Miami
Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The
Kansas City Star, the Charlotte Observer, and The (Raleigh) News &
Observer.

McClatchy also owns a portfolio of premium digital assets,
including 14.4% of CareerBuilder, an online job site, and 25.6% of
Classified Ventures, a newspaper industry partnership that offers
the auto website, cars.com, and the rental site, apartments.com.

At March 30, 2008, the company's consolidated balance sheet showed
$4.0 billion in total assets, $3.6 billion in total liabilities,
and $409.3 million in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on July 16, 2008,
Douglas McIntyre of 24/7 Wall Street reported that The McClatchy
Company could hit debt service problems that could force the
company to sell properties or file for Chapter 11 protection.

According to the report, McClatchy is one of the companies that
are at high risk of not making it another year due to the big debt
loads it took in buying newspaper properties and seeing operating
income chopped by falling sales.

As reported in the Troubled Company Reporter on July 15, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on The McClatchy Co. to 'B+' from 'BB-'.  The rating
outlook is negative.  The issue-level rating on the senior
unsecured debt assumed from Knight Ridder Inc. also was lowered,
to 'B-' from 'B'.  The recovery rating on the Knight Ridder debt
remains at '6', indicating the expectation for negligible (0% to
10%) recovery in the event of a payment default.


MESABA AVIATION: Completes Disbursements, Court Closes Ch. 11 Case
------------------------------------------------------------------
Judge Gregory Kishel of the U.S. Bankruptcy Court for the District
of Minnesota entered an order and final decree closing the
Mesaba Aviation Inc.'s Chapter 11 case.  The Court noted that the
Debtor has filed its completed Report of Disbursements under its
plan.  In addition, no party-in-interest contemplates further
judicial proceedings under the Court's jurisdiction, other than
one objection the Court has addressed.

According to Judge Kishel, Odyssey Capital Group, LLC, the
liquidating trustee for Mesaba's Modified Plan of Reorganization,
has paid nearly all allowed claims pursuant to the Debtor's Plan,
and the remaining amount held by the Liquidating Trustee appears
sufficient to satisfy the facial amount of any claims it may yet
have to pay.

Judge Kishel found the administration of the post-confirmation
trust nearly complete.  Because of the near completion and the
unlikelihood of any further need for judicial remedies from the
Court, the case is ready to be closed, he said.

              Liquidating Trustee Files Final Report

At the Court's directive, Odyssey filed its final account and
report of administration on Sept. 12, 2008. Odyssey President,
Grant Lyon, disclosed that the initial funding of the Trust was
$124,900,000 in May 2007.  Since its inception, the Trust has had
net income of $l,200,000 consisting of interest income received on
its investments, net of Trust expenses.

Payments to creditors from Trust assets total $100,700,000
consisting of $3,400,000 to priority and secured creditors
and $97,300,000 to unsecured creditors.  Payments to
unsecured creditors included $8,800,000 for interest, Mr. Lyon
disclosed.  He added that payments to date to MAIR Holdings, Inc.
on account of its equity interests in the Debtor total
$24,000,000.

Mr. Lyon noted that the Trust has one unresolved claim, which has
been disallowed by the Court but is on appeal.  The Trust also
has miscellaneous claims which total less than $50,000       
associated with various state tax returns that are still
being processed.  The Trust currently has $1,350,000 in cash,
which will eventually be disbursed to MAIR once the final claim
has been resolved and the final tax return for the Trust has been
filed.

                Summary of Trust Financial Records

   Initial Funding                                $124,919,424
   Trust Expenses
    - Assumed Professional Fees from
      Chapter 11 Estate                 $975,003
    - Trust Professional Fees            827,064
    - Surety Bond Fees                   495,880
    - Federal and State Taxes          1,001,650
    - Travel                               2,099
                                       ---------
   Total Trust Expenses                             (3,301,696)

   Interest Income                                   4,481,320
                                                  ------------
   Net Proceeds Available for  Distribution       $126,099,048
   Distributions
   - Payments to Secured and Priority
     Creditors                         3,424,236
   - Payments to Unsecured Creditors  97,323,146
   - Payments to MAIR Holdings        24,000,000
                                      ----------
   Total Distributions                            (124,747,382)
                                                  ------------
   Balance in Account - August 31, 2008             $1,351,666
                                                  ============


                     Mesaba Liquidating Trust
                          Balance Sheet
                      As of August 31, 2008

   ASSETS
      Current Assets
         Checking/Savings
            BNC - Disputed Ownership Fund           $1,351,666
                                                     ---------
         Total Checking/Savings                      1,351,666
                                                     ---------
      Total Current Assets                           1,351,666
                                                     ---------
   TOTAL ASSETS                                     $1,351,666
                                                     =========

   LIABILITIES & EQUITY
      Equity
         Initial Funding
            Disputed Unsecured Interest                150,000
                                                       -------
         Total Initial Funding                         150.000

         Retained earnings                           1,559,891
         Trust Equity - MAIR                            22,042
         Net Income                                   (380,267)
                                                     ---------
      Total Equity                                   1,351,666
                                                     ---------
   TOTAL LIABILITIES & EQUITY                       $1,351,666
                                                     =========

                     Mesaba Liquidating Trust
                    Profit and Loss Statement
               May 7, 2007 through August 31, 2008

   Ordinary Income/Expense
      Income
         Reimbursed Expenses                                $0
                                                     ---------
      Total Income                                           0

      Expense
         Professional Fees
            Accounting                    495,700
            Investment Banking            874,169
            Legal Fees                    432,198
                                        ---------
         Total Professional Fees                     1,802,067

         Surety Bond Fees                 495,860
         Taxes
            Federal                       831,956
            Slate                         169,692
                                        ---------
         Total Taxes                                 1,001,650

         Travel & Ent
            Travel                          2,099
                                        ---------
         Total Travel & Ent                              2,099
                                                     ---------
      Total Expense                                  3,301,696
                                                     ---------
   Net Ordinary Income                              (3,301,696)

   Other Income/Expense
      Other Income
         Interest Income                4,481,320
                                        ---------
      Total Other Income                             4,481,320
                                                     ---------
   Net Other Income                                  4,461,320
                                                     ---------
   Net Income                                       $1,179,623
                                                     =========

Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman &
Tansey, in Minneapolis, Minnesota, informed the Court that
notwithstanding the objection filed by Coleen Powers, the
Liquidating Trustee believes that the Debtor's Chapter 11 case
should be closed.  He said if Ms. Powers' opposition will be sent
back to the Bankruptcy Court, the Liquidating Trustee will move
to reopen the case.

                 C. Powers Objects to Closing

Prior to the Court's entry of its final decree, Coleen L. Powers,
a former crew member of Mesaba Airlines, asked the Court to
retain post-confirmation jurisdiction and refrain from closing
the Debtor's Chapter 11 case.

Several of the Court's orders in the case are still pending
appellate review before the 8th Circuit Court of Appeals, said
Ms. Powers in justifying her request.  She told the Court that
she timely appealed on June 15, 2007, two fee orders.  DLA Piper,
the Debtor's special counsel, responded to her appeal and she
replied, she said.

The Court has not considered all the factors as shown in its
notice and order to facilitate the closing of the Debtor's
Chapter 11 case, Ms. Powers complained.

According to Ms. Powers, the advisory committee in the Debtor's
Chapter 11 case specifically states that the Chapter 11 case can
only be closed if the estate has been fully administered by
review and consideration of certain factors including the final
resolution of all pleadings.

               Court Overrules C. Powers' Objection

Judge Kishel overruled Ms. Powers' objection to the proposed
closing of the Debtor's Chapter 11 case.

According to Judge Kishel, the likelihood of Ms. Powers' success
in her appeal is debatable.  He, however, notes that Ms. Powers
is correct in asserting that the Court would have to exercise
jurisdiction over her various contentions and her opponents'
responses and defenses if the Eighth Circuit returns the matter
to the Bankruptcy Court.

On the other hand, Judge Kishel said, all other judicial
proceedings in the Debtor's Chapter 11 case have been finalized.  
No other party has reported an intention to invoke the Court's
post-confirmation jurisdiction.  He further noted that the
Liquidating Trustee has filed a report and account of its post-
confirmation administration, which report evidences that:

   i. virtually all allowed claims have been paid;

  ii. a significant amount has been paid to the Debtor's
      shareholder; and

iii. the liquidating trustee still holds funds sufficient to pay
      the facial amount of Ms. Powers' claim, if it were allowed,
      and several remaining administrative expenses.

With regard to post-confirmation administration, Judge Kishel
said the quarterly fees payable to the United States on account
of the United States Trustee's oversight of the case will
continue to accrue until the case is closed.  It is not clear
whether the fees are currently charged to the reorganized Debtor
or the liquidating trust, he noted.  But in either case, the
accruing liability is an unwarranted imposition on entities
that have no further need for the protections of the bankruptcy
process, or any call on bankruptcy remedies; and it would be best
if the liabilities were ended now, he said.

"There is a way to accommodate Powers' concerns without allowing
her insistence to foist a financial burden on other parties,"
according to Judge Kishel.  A closed bankruptcy case can be
reopened for appropriate cause, he added.  Moreover, in the
ordinary course, the clerk of bankruptcy court must charge a
filing fee for the reopening; but the court may waive the fee
under appropriate circumstances.

                     About Mesaba Aviation Inc.

Based in Eagan, Minnesota, Mesaba Aviation Inc., dba Mesaba
Airlines -- http://www.mesaba.com/-- operates as a Northwest    
Airlink affiliate under code-sharing agreements with Northwest
Airlines(OTC:NWACQ.PK).  The company filed for chapter 11
protection on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  
Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman
PA, represented the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represented the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  The U.S. Bankruptcy
Court for the District of Minnesota confirmed Mesaba's Modified
Plan of Reorganization on April 9, 2007.  Mesaba exited bankruptcy
on April 24, 2007, and was later acquired by Northwest Airlines
from MAIR Holdings Inc.  (Mesaba Bankruptcy News, Issue No. 57;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/   
or 215/945-7000)


MICHAEL REESE: Files for Chapter 11 Bankruptcy a Second Time
------------------------------------------------------------
Dawn McCarty and Erik Larson of Bloomberg News report that Michael
Reese Medical Center Corp. filed for Chapter 11 bankruptcy
protection on Sept. 28, 2008, in the U.S. Bankruptcy Court for the
Northern District of Illinois (Case No. 08-25811), the second time
in almost six years.  The report says Michael Reese may shut its
doors for good.

An affiliate of Envision Hospital Corp., the Debtor in June told
state regulators it will close, an ABC News affiliate reported.

The Debtor previously sought bankruptcy protection in Washington,
D.C., in 2002 and emerged from reorganization in 2004.

The Debtor's 20 biggest creditors without collateral backing their
claims are owed a total of $19.4 million.  Medline Industries
Inc.'s unsecured claim of $6.62 million is the biggest in the
case.  The University of Illinois Medical Center and Commonwealth
Edison Co. have unsecured claims of $2.3 million and $2.08 million
respectively.

Chicago, Illinois-based Michael Reese Medical Center Corp.--
http://www.michaelreesehospital.com/-- offers health care  
services.

Geoffrey S. Goodman, Esq., of Foley & Lardner, LLP, represents the
Debtor in its restructuring efforts.  The Debtor listed
$10 million to $50 million in assets and $50 million to
$100 million in debts in its filing.


MICHAEL REESE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Michael Reese Medical Center Corporation
        aka Michael Reese Hospital and Medical Center
        2929 S. Ellis Avenue
        Chicago, IL 60615-3395

Bankruptcy Case No.: 08-25811

Type of Business: The Debtor offers health care services.
                  See: http://www.michaelreesehospital.com/

Chapter 11 Petition Date: September 28, 2008

Court: Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Geoffrey S. Goodman, Esq.
                  ggoodman@foley.com
                  Foley & Lardner LLP
                  321 N. Clark Street, Suite 2800
                  Chicago, IL 60610
                  Tel: (312) 832-4514
                  Fax: (312) 832-4700

Estimated Assets: $10 million to $50 million

Estimated Debts: $50 million to $100 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Medline Industries, Inc.       Trade: $2,424,214;    $6,624,214
One Medline Place              Tax Note: $4,200,000
Mundelein, IL 60060-4486
                                  
Attn: Lisa Foreman                                  
Medline Industries, Inc.      
Dept CH 14400
Palatine, IL 60055-4400
Tel: 847-643-4233
Fax: 847-949-2287

Attn: Alex Liberman
Medline Industries, Inc.
One Medline Place
Mundelein, IL 60060-4486
Tel: 847-949-3015
Fax: 847-949-2633

University of Illinois Medical Contracts             $2,302,538
Center/Graduate Medical
Education                      
1819 W. Polk Street, M/C 784   
Chicago, IL 60612              
                               
Attn: Leslie Sandlow
       Craig Hunter                                
Graduate Medical
Education                                                               
University of Illinois/
Collegeof
Medicine                                                         
1819 W. Polk Street, M/C
784                                                    
Chicago, IL 60612                                              
Tel: 312-996-9593
Fax: 312-996-9006                                           
                                            
Attn: Office of University
       Counsel                                            
       Chris J. Mollet, Esq.
University of Illinois
Medical Center/Graduate
Medical Education
405 Administrative
Office Building
1737 W. Polk Street
Chicago, IL 60612-7228
Tel: 312-996-7762
Fax: 312-996-6455

Commonwealth Edison            Utility/Electric/     $2,083,479
Company                        Judgment
Post Office Box 805376       
Chicago, IL 60680-5376       
                             
Attn: Susan Anicich
       Al Tischina                             
Commonwealth Edison Company                             
Post Office Box 805376                             
Chicago, IL 60680-5376                                                 
Tel: 773-838-4368                             
Tel: 630-684-2713,                             
Fax: 773-838-4266

Attn: Harry Dubnick, Esq.                             
Commonwealth Edison Company
3 Lincoln Center, 4th floor
Oak Brook Terrace, IL 60181
Tel: 630-437-4144
Fax: 630-437-2223

Peoples Energy                 Utility               $1,723,997
205 North Michigan Avenue      
Suite 4216                   
Chicago, IL 60687-0001       
                             
Attn: Tom Nardi
       Greta G. Weathersby
Peoples Energy                             
205 North Michigan Avenue
Suite 4216
Chicago, IL 60687-0001
Tel: 312-946-5000
Tel: 312-240-4474
Fax: 312-240-4219

MRL Acquisition, LLC           Rent/Real Estate      $1,113,333
One Medline Place              Lease
Mundelein, IL 60060-4486     

Attn: Alex Liberman                             
MRL Acquisition, LLC                            
One Medline Place
Mundelein, IL 60060-4486
Tel: 847-949-3015
Fax: 847-949-2633

Marcap Corporation             Equipment             $856,584.85
Capital Lease Assigned        
to/Judgment Sold to:         
Tygris Asset Financing, Inc.
c/o Christina Berish, Esq.   
Thompson Coburn LLP          
55th E. Monroe                 
Chicago, IL 60603            
Tel: 312-346-7500
Fax: 312-580--2201

Dialysis Center of America     Trade/Judgment        $747,200
n/k/a Renal Care Group, Inc.
P.O. Box 71766               
Chicago, IL 60694            
Tel: 312-602-5000
Fax: 312-602-5050

Cook County Treasurer          Various Taxes         $623,960
P.O. Box 4468                 
Carol Stream, IL 60197-4468   
Tel: 312.443.5100

City of Chicago                Utility               $488,589
Department of Water           
333 South State St., Ste LL10
Chicago, IL 60604-3979        
Tel: 312-747-7956
Fax: 312-747-7981

Exelon Energy Inc.             Utility               $451,954
2145 Network Place            
Chicago, IL 60673-1214        
Tel: 630-567-3071
Fax: 877-212-2630

Research and Education         Contract              $318,108
Foundation of the Michael     
Reese Medical Staff           
Cummings 411                  
2912 South Ellis Avenue       
Chicago, IL 60616             
Tel: 312-791-2000
Fax: 312-791-2299

Long Elevator & Machine, Inc.  Mechanics Lien        $302,481
P.O. Box 21                   
Springfield, IL 62705         
Tel: 773-447-3828
Tel: 217-629-8964
Fax: 708-585-0900

Omnicell                       Trade                 $299,649
1101 East Meadow Drive        
Palo Alto, CA 94303           
Tel: 650-251-6021
Tel: 800-649-2207
Fax: 650-843-6294

Spheris                        Trade                 $249,121

Midwest Neoped Associates      Trade                 $238,333
Ltd.                       

Illinois Department of         Taxes                 $236,270
Revenue                    

GE Healthcare Financial        Trade                 $200,682
Services                   

Medical Information            Trade                 $184,031
Technology, Inc.

Guidant Sales Corporation      Trade                 $175,179


MORIN BRICK: Court Approves Daymark Group as Financial Advisor
--------------------------------------------------------------
Morin Brick Company sought and obtained authority from the U.S.
Bankruptcy Court for the District of Maine to employ The Daymark
Group LLC as its financial advisor and investment banker.

Daymark is expected to render services relating to:

   a) the refinancing of any and all of the Debtor's obligations
      to the Bank of America; or

   b) the sale of all or substantially all of the assets of the
      Debtor to a third-party purchaser through a controlled
      auction process.

The Debtor will pay Daymark a non-refundable retainer of $10,000.
The full amount of the retainer will be applied against a Success
Fee.

Upon the closing of a transaction, the Debtor will pay Daymark a
cash Success Fee calculated as:

   (i) If a refinancing of the Bank of America debt occurs, the
       Debtor will pay Daymark a success fee equal to $120,000
       plus 4% of the committed facility amount in excess of
       $3,000,000.

  (ii) If an asset sale is completed, the Debtor will pay Daymark
       a Success Fee equal to $120,000, plus 4% of the total    
       consideration received by the Debtor and/or Bank of America
       in excess of $3,000,000.

To the best of the Debtor's knowledge, Daymark does not have any
interest adverse to the Debtor, its creditors, and parties-in-
interest and is a "disinterested person" as that term is defined
in the U.S. Bankruptcy Code.

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 of between
$10 million and $50 million and debts of between $1 million and
$10 million.


MORTGAGES LTD: Investors Want to Form Official Committee
--------------------------------------------------------
Bankruptcy Law360 reports that investors who contributed to a fund
that bankrupt Mortgages Ltd. used to fulfill loan obligations to
another fund asked the U.S. Bankruptcy Court for the District of
Arizona to form an official committee to represent their
interests.

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

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

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

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


MRM DEVELOPMENT: Case Summary & Two Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: MRM Development, Inc.
        101-B North Center Street
        Goldsboro, NC 27530

Bankruptcy Case No.: 08-06592-8

Type of Business: Real Estate Development

Chapter 11 Petition Date: September 25, 2008

Court: Eastern District of North Carolina (Wilson)

Debtor's Counsel: David J. Haidt, Esq.
                  davidhaidt@embarqmail.com
                  Ayers, Haidt & Trabucco, P.A.
                  P.O. Box 1544
                  New Bern, NC 28563
                  Tel: (252) 638-2955
                  Fax: (252) 638-3293

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's Two Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   NC Mutual Whole Drug Co.                $480,000
   Attn: Managing Agent              Collateral FMV
   816 Ellis Road                          $385,000
   Durham NC 27703-6019

   NC Mutual Whole Drug Co.                $475,000
   Attn: Managing Agent              Collateral FMV
   816 Ellis Road                          $350,000
   Durham NC 27703-6019


NETBANK INC: Court OKs Amended Liquidating Plan
-----------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida  
confirmed NetBank Inc.'s Second Amended Liquidating Plan of
Reorganization.  

The Liquidating Plan provides for the appointment of a
Liquidating Supervisor who will be charged with liquidating the
remaining assets of the company.  The Liquidating Supervisor will
make distributions to creditors from the proceeds of the
liquidation.  

The Liquidating Plan provides that secured creditors will retain
their collateral or will receive the value of their collateral on
the effective date.  The administrative and priority claims will
be paid within 10 business days of the claim becoming an Allowed
Priority Claim.  

The unsecured creditors will receive a pro-rata distribution of
the remaining proceeds on their claims, until paid in full.  The
Securities Fraud Claims will receive no distribution from the
bankruptcy estate and will look solely to recover from any
insurance proceeds.  The Allowed Subordinated Unsecured Claims
will receive a pro-rata distribution from the bankruptcy estate
only after all administrative, priority and unsecured claims are
paid in full.  

Finally, equity security holders will not retain their interest
in the company, but they will receive a pro-rata distribution, if
any, based on the number of shares of common stock of the company
such equity security holder held on the Confirmation Date or
Sept. 16, 2008, after all prior Allowed Claims are paid in full
with interest at the statutory rate.

A full-text copy of the Second Amended Liquidating Plan of
Reorganization is available for free at
http://ResearchArchives.com/t/s?32e1

                          About NetBank

Headquartered in Jacksonville, Florida, NetBank Inc. --
http://www.netbank.com/-- is a financial holding company of    
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. does
retail banking, mortgage banking, business finance, and provides
ATM and merchant processing services.

The company filed for chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  Alan M. Weiss, Esq., at
Holland & Knight LLP, represents the Debtor.  The U.S. Trustee for
Region 21 appointed six creditors to serve on an Official
Committee of Unsecured Creditors of the Debtor's case.  Rogers
Towers, Esq. at Kilpatrick Stockton LLP, represents the Committee
in this case.  Rogers Towers P.A. serves as co-counsel to the
Committee.  As of Sept. 25, 2007, the Debtor listed total
assets of $87,213,942 and total debts of $42,245,857.


NEW CAP: Scheme Administrator Calls for Submission of Claims
------------------------------------------------------------
John Gibbons, the duly appointed liquidator and scheme
administrator of New Cap Reinsurance Corp. Ltd., calls for all the
Debtor's creditors to submit their claims to him for adjudication.

Claims must be submitted to Mr. Gibson using the claim form that
can be obtained from the Debtor's Web site at:

             http://www.newcapaustralia.com.au

or from Mr. Gibson at:

      New Cap Reinsurance Corp. Ltd.
      c/o Ernst & Young
      Attn: John Gibbons & Keiran Hutchison
      680 George St.
      Sydney, NSW 2000, Australia
      Fax: +61 2 9248 5209

Creditors must note that only due claims will be adjudicated by
Mr. Gibbons during the initial reserving phase of the scheme of
arrangement with the Debtor, but the claim form must also include
all outstanding claims and IBNR claims.

Creditors must also note that they must notify Mr. Gibbons of any
outstanding claims or IBNR claims that become due claims (in part
or whole) after submission of the claim form (and before the
claims bar date), providing supporting information and requesting
adjudication of the due claims.

New Cap Reinsurance Corp. (Bermuda) Ltd. and its New Cap
Reinsurance Corp. Ltd. subsidiary filed chapter 11 petitions in
the U.S. Bankruptcy Court in Manhattan on April 27, 1999, with
the parent estimating both assets and liabilities at over
US$100 million.  The parent company, based in Hamilton, Bermuda,
is engaged in the business of insurance and reinsurance whereas
the Sydney, Australia-based subsidiary, founded in 1997, writes
worldwide casualty, catastrophe, marine, occupational, and
personal insurance policies.

The Supreme Court of Bermuda and the High Court of Justice of
England and Wales sanctioned on Feb. 23, 2006, a Scheme of
Arrangement between New Cap Reinsurance Corporation (Bermuda)
Limited, and the scheme creditors of the company.

Copies of the orders sanctioning the Scheme were delivered to
the registrars of companies in Bermuda and England on the same
day.  The Scheme became effective in both Bermuda and England on
that date.


NUEVO PARTNERS: Case Summary & Five Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Nuevo Partners, LLC
        1825 Del Paso Blvd.
        Sacramento, CA 95815

Bankruptcy Case No.: 08-33746

Chapter 11 Petition Date: September 25, 2008

Court: Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd.
                  417 Wes Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7000

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/califeb08-33746.pdf


OPEN ENERGY: Inks Securities Purchase Deal with Quercus Trust
-------------------------------------------------------------
Open Energy Corporation disclosed in a Securities and Exchange
Commission filing that on Sept. 12, 2008, it entered into a
definitive securities purchase agreement with The Quercus Trust.  
The securities purchase agreement provides for the purchase by
Quercus of warrants to acquire 235,000,000 shares of the Company's
common stock at a purchase price of $0.02 per warrant share for a
total of $4.2 million of cash, $300,000 of forgiveness of accrued
interest on the Series B Convertible Notes held by Quercus and a
$200,000 restructuring fee for the amendment of certain terms of
the $3.5 million secured loan previously extended to the Company
by Quercus.  The warrants would have an exercise price equal to
$0.067 per share and will benefit from antidilution provisions.

Pursuant to the securities purchase agreement, the $3.5 million
secured loan would be amended to:

   -- extend the maturity date of the secured loan from
      October 2008 to March 2009;

   -- reduce the borrowing base collateral requirement to 100% of
      the outstanding loan amount; and

   -- eliminate the requirement that the Company make prepayments
      of the secured loan with the proceeds of California state
      solar rebates received by the Company.

Additionally, the securities purchase agreement provides for the
amendment of the terms of the Company's outstanding Series B
Convertible Notes to:

   -- grant voting rights to the holders of the Series B
      Convertible Notes on an as converted basis, which will
      require an amendment of the Company's articles of
      incorporation before such rights may apply and a failure to
      effect such amendment within six months of the closing under
      the securities purchase agreement would be deemed an trigger
      event under the Series B Convertible Notes;

   -- include certain protective provisions in the Series B
      Convertible Notes, including limitations on the Company's
      ability to effect stock redemptions, incur indebtedness in
      excess of $500,000, engage in certain merger, acquisition or
      similar transactions, effecting material changes to the
      Company's business, or entering into compensation
      arrangements with the officers and directors of the Company;
      and

   -- provide that future interest payments under the Series B
      Convertible Notes shall be made in warrants with
      substantially the same terms as set forth in the warrants
      issued pursuant to the securities purchase agreement.

The securities purchase agreement also requires the Company to
seek stockholder approval to amend its articles of incorporation
to increase the number of authorized shares.

                        About Open Energy

Based in Solana Beach, Calif., Open Energy Corporation (OTC BB:
OEGY) -- http://www.openenergycorp.com -- a renewable energy   
company, focuses on the development and commercialization of a
portfolio of solar technologies for residential, commercial, and
industrial applications.  The company designs, manufactures, and
distributes building-integrated photovoltaic roofing tiles,
roofing membranes, and architectural photovoltaic glass products
under the SolarSave(R) trade name.

                          *      *      *

As reported in the Troubled Company Reporter on Sept. 24, 2008,
Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego
raised substantial doubt about the ability of Open Energy
Corporation to continue as a going concern after it audited the
company's financial statements for the year ended May 31, 2008.  
The auditing firm pointed to the company's recurring losses from
operations and working capital deficit.

The company posted a net loss of $34,940,000 on net revenues of
$6,940,000 for the year ended May 31, 2008, as compared with a net
loss of $39,550,000 on net revenues of $4,290,000 in the prior
year.


OPEN ENERGY: Inks Forbearance Deal with Suntech America
-------------------------------------------------------
Open Energy Corporation disclosed in a Securities and Exhange
Commission filing that on Sept. 12, 2008, it entered into a
forbearance and repayment agreement with Suntech America, Inc.,
its largest supplier.

The forbearance agreement provides for a payment plan for the
approximately $3 million of payables currently due from the
company to Suntech, with interest at 12% per annum.

Pursuant to the forbearance agreement, the company agreed to pay:

   -- $1 million on or prior to Sept. 19, 2008;

   -- $500,000 on or prior to January 15, 2009; and

   -- six payments of $297,558 on a monthly basis beginning on
      March 15, 2009, until the entire amount is paid in full.

                        About Open Energy

Based in Solana Beach, Calif., Open Energy Corporation (OTC BB:
OEGY) -- http://www.openenergycorp.com -- a renewable energy   
company, focuses on the development and commercialization of a
portfolio of solar technologies for residential, commercial, and
industrial applications.  The company designs, manufactures, and
distributes building-integrated photovoltaic roofing tiles,
roofing membranes, and architectural photovoltaic glass products
under the SolarSave(R) trade name.

                          *      *      *

As reported in the Troubled Company Reporter on Sept. 24, 2008,
Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego
raised substantial doubt about the ability of Open Energy
Corporation to continue as a going concern after it audited the
company's financial statements for the year ended May 31, 2008.  
The auditing firm pointed to the company's recurring losses from
operations and working capital deficit.

The company posted a net loss of $34,940,000 on net revenues of
$6,940,000 for the year ended May 31, 2008, as compared with a net
loss of $39,550,000 on net revenues of $4,290,000 in the prior
year.


OPUS CDO: Moody's Chips $23.45MM Class D Notes Rating to Ca
-----------------------------------------------------------
Moody's Investors Service has downgraded these note issued by Opus
CDO I Ltd.:

Class Description: $23,450,000 Class D Mezzanine Floating Rate
Deferrable Notes Due 2050

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Prior Rating Date: June 9, 2008
  -- Current Rating: Ca

According to Moody's, these rating action is as a result of the
deterioration in the credit quality of the transaction's
underlying collateral pool consisting primarily of structured
finance securities.


PARCS MASTER: S&P Lifts Cl. 2006-6 Units Rating to 'AA-' from 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on PARCS
Master Trust's class 2006-6 Savoy (fixed recovery) units to 'AA-'
from 'B-'.  PARCS Master Trust is a synthetic corporate
investment-grade collateralized debt obligation.
     
The rating reflects a transaction restructuring in which trades
made to the reference portfolio have improved the deal's overall
credit quality and increased the synthetic rated
overcollateralization amount to more than 100% at the 'AA-' rating
level.
     
As part of the transaction restructuring, the deal's principal
balance has increased to $17.5 million from $10 million.  The
transaction's maturity date remains the same at Sept. 20, 1016.


PATRIOT HOMES: Files For Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Erik Larson of Bloomberg News reports that Patriot Homes, Inc.,
and its debtor-affiliates filed for Chapter 11 bankruptcy
protection separately with the U.S. Bankruptcy Court for the
Northern District of Indiana (Lead Case No. 08-33347), blaming the
collapse of the U.S. real-estate market.

The Debtor said it expects to make just 1,850 homes in 2008,
according to the report.

Middlebury, Indiana-based Patriot Homes, Inc.,--
http://www.patriothomes.com/-- makes modular houses.  Paul F.  
Donahue, Esq., at Bell Boyd & Lloyd, LLP, represents the Debtors
in its restructuring efforts.  In its filing, the Lead Debtor
listed between $10 million and $50 million in assets and between
$10 million and $50 million in debts.


PATRIOT HOMES: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Patriot Homes, Inc.
        10440 CR 2
        Middlebury, IN 46540

Bankruptcy Case No.: 08-33347

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Patriot Sales, Inc.                                08-33348
Patriot Acceptance Corporation Dees, Jr.           08-33349
Patriot Manufacturing Inc. Dees, Jr.               08-33350
Patriot Asset Protection, Inc. Dees, Jr.           08-33351
Patriot Texas Mfg Limited, Inc. Dees, Jr.          08-33352
Patriot General, Inc. Dees, Jr.                    08-33353
Patriot Homes of Texas, L.P. Dees, Jr.             08-33354

Type of Business: The Debtor makes modular houses.
                  See: http://www.patriothomes.com/

Chapter 11 Petition Date: September 28, 2008

Court: Northern District of Indiana (South Bend Division)

Debtor's Counsel: Paul F. Donahue, Esq.
                  Bell Boyd & Lloyd LLP
                  Three First National Plaza
                  70 W. Madison, Suite 3100
                  Chicago, IL 60602
                  Tel: (312) 372-1121
                  http://www.bellboyd.com/
  
Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

Debtor's 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Universal Forest               Trade Debt            $641,532
33373 Treasury Center    
Products
Chicago, IL 60694

Bennett Truck Transport        Trade Debt            $498,995
P.O. Box 100005        
McDonough, GA 30253

General Electric Company       Trade Debt            $429,131
P.O. Box 640506        
Pittsburgh, PA 15264

Crane Plastics Siding          Trade Debt            $221,315
LLC                     

Ice Miller                     Legal Fees            $211,450

BBC Distribution LLC           Trade Debt            $210,153

Patrick Industries Inc.        Trade Debt            $168,243

Alpha Systems, Inc.            Trade Debt            $160,842

Odyssey Group LLC              Trade Debt            $160,739

Ames of Indiana, Inc.          Trade Debt            $147,948

Shaw Industries Inc.           Trade Debt            $143,057

Home Depot Credit              Trade Debt            $139,638
Services                

Clayton Homes                  Trade Debt            $134,122

Basic Components, Inc.         Trade Debt            $122,250

Continental Axle               Trade Debt            $119,604
Products                

Paco Steel &                   Trade Debt            $113,869
Engineering             

Global Asset Protection        Trade Debt            $109,665

Assurant/American              Trade Debt            $100,000
Bankers

Nordyne, Inc.                  Trade Debt            $91,821

Ikon Financial Services        Trade Debt            $88,067

Esco Laminating-Texas          Trade Debt            $80,742
Inc.                    

Senco Products, Inc.           Trade Debt            $69,501

Dave Carter & Assoc. (TX)      Trade Debt            $68,754

Middlebury Harwood             Trade Debt            $68,305
Prod.                    

State Water Heaters            Trade Debt            $67,748

Kinro, Inc.                    Trade Debt            $67,174

Union Corrugating Co.          Trade Debt            $66,750

Service Supply                 Trade Debt            $63,654
Distribution          

County Line Machine            Trade Debt            $60,418

Mikbrady Homes, Inc.           Trade Debt            $60,179


PEORIA 180: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Peoria 180, LLC
        20860 N. Tatum Blvd., #175
        Phoenix, AZ 85050

Bankruptcy Case No.: 08-13061

Chapter 11 Petition Date: September 26, 2008

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Mark W. Roth, Esq.
                  mwr@hs-law.com
                  Herbert Schenk, P.C.
                  4742 N. 24th Street, Suite 100
                  Phoenix, AZ 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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

PERFORMANCE TRANS: Ritchie Bros. to Auction Assets on October 3
---------------------------------------------------------------
Mark S. Wallach, the trustee appointed under Performance
Transportation Services Inc., et al.'s Chapter 7 cases, announced  
that the auction sale of equipment clear of all liens to be
conducted by Ritchie Bros. Auctioneers (America), Inc., will be
held on Oct. 3, 2008 at 8:00 a.m. Eastern Time at:

     Ritchie Bros. Auctioneers
     3201 West Pulaski Hwy. RT40
     North East, MD 21901
     (Maryland Exit 100 off I-95)
     Tel: (410) 287-4330
     Fax: (410) 287-4332

More information is available at
http://www.rbauction.com/transportation/index.jsp

According to Ritchi Bros., the auction will be held for three
days and will include:

    * 800+ open rack auto transporters,

    * Freightliner, International, Sterling and Volvo power units
      Cottrell, Boydstrun, Delavan and Teal carriers, and

    * PTS shop tools and equipment, parts and supplies, and
      office furniture and equipment.

The auto transporters are currently at Ritchie Bros. auction
sites in Albuquerque, New Mexico; Chicago, Illinois; Columbus,
Ohio; Fort Worth, Texas; Houston, Texas; Minneapolis, Minnesota;
North East, Maryland; Phoenix, Arizona; Salt Lake, Utah; and San
Antonio, Texas.

All auto transporters, regardless of their location, will be sold
on Day 3 of the North East, Maryland auction by means of the
Ritchie Bros. Virtual Ramp.  Virtual Ramp is a process of using
photographs to sell equipment that is not physically located at
the auction site on sale day.

Phillips Lytle LLP has been approved by the U.S. Bankruptcy Court
for the Western District of New York as the Chapter 7 Trustee's
special counsel for matters regarding the disposition of the
Debtors' physical assets.

                 About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  (Performance
Bankruptcy News, Issue No. 54; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).

As reported in the Troubled Company Reporter on July 18, 2008,
the Court converted the Debtors' Chapter 11 cases to cases under
Chapter 7 of the Bankruptcy Code, effective as of July 14, 2008.  
Mark S. Wallach was appointed as the trustee for Performance
Transportation, Inc., et al.'s, Chapter 7 case.


PERFORMANCE TRANS: Court OKs Staubach Michigan as Property Broker
-----------------------------------------------------------------
Mark S. Wallach, the trustee appointed under Performance
Transportation Services Inc., et al.'s Chapter 7 cases, sought and
obtained authority from the U.S. Bankruptcy Court for the Western
District of New York to employ Staubach Michigan LLC as real
property broker to facilitate the sale of parcels of real
property the Debtors own at Lansing City, Ingham County,
Michigan:

   Address                          Size
   -------                          ----
   2400 West St. Joseph Street      22.00 +/- Acres
                                     3.32 +/- Acres

   2907 West St. Joseph Street       7.79 +/- Acres

   2547 W. Main Street              15.45 +/- Acres

   2221 Williams Street              0.16 +/- Acres

The sale price of the properties is expected to be $4,500,000 or
on terms satisfactory to the Debtors in their sole discretion.

The Chapter 7 Trustee selected Staubach because it is familiar
with the properties for having represented the Debtors in
brokerage sales before the Chapter 7 conversion of the cases.  
Staubach has been recommended by the former chief executive
officer of the Debtors.

                   Exclusive Listing Agreement

The Chapter 7 Trustee, pending the Court's approval, will enter
into an Exclusive Listing Agreement for the sale of the
properties with Great Lakes Corporate Real Estate Partners, LLC,
doing business as The Staubach Company - Great Lakes Region
Corporate Services and doing business in Michigan as Staubach
Michigan LLC.

Staubach will diligently seek a satisfactory purchaser for the
Property during the listing period for the Listing Agreement,
which period will begin August 2008 and end on Dec. 31, 2008.  If
during the Listing Period negotiations involving the sale of the
Property have commenced and are continuing, then the Listing
Period will be extended for a period through the termination of
the negotiations or the consummation of the transaction.

All sales commissions will be computed as 6% of the total sales
price.  Sale commissions will payable in full at the time of the
closing or transfer of title to the Property, or at the time
closing would have occurred when one or more of the parties
default.

In the event of a sale or transfer by land contract or
installment purchase contract of sale, joint venture agreement,
business opportunity or other transaction not involving the
delivery of a deed, sale commissions will be paid upon the full
execution of the agreement evidencing the transaction.

                 About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  (Performance
Bankruptcy News, Issue No. 54; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000)

As reported in the Troubled Company Reporter on July 18, 2008,
the Court converted the Debtors' Chapter 11 cases to cases under
Chapter 7 of the Bankruptcy Code, effective as of July 14, 2008.  
Mark S. Wallach was appointed as the trustee for Performance
Transportation, Inc., et al.'s, Chapter 7 case.


PERFORMING BRANDS: June 30 Balance Sheet Upside-Down by $1,215,210
------------------------------------------------------------------
Performing Brands, Inc., disclosed in its amended report for the
second quarter ended June 30, 2008, consolidated balance sheet  
showing $1,852,827 in total assets and $3,068,037 in total
liabilities, resulting in a $1,215,210 stockholders' deficit.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $1,456,061 in total current assets
available to pay $3,064,495 in total current liabilities.

The company reported a net loss of $3,475,802 on net sales of
$753,302 for the second quarter ended June 30, 2008, compared with
a net loss of $1,272,193 on net sales of $3,351,328 in the same
period last year.

The increase in net loss was primarily a result of a significant
reduction in the company's customer base.

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?32ee

                       Going Concern Doubt

The company has incurred net losses for the six months ended
June 30, 2008, and the years ended Dec. 31, 2007, and 2006, and
expects to incur additional operating losses for the foreseeable
future as it expands its business.  The company also has an
accumulated deficit of $28,748,651 and a stockholders' deficit of
$1,215,210 as of June 30, 2008.  

The company believes these conditions raise substantial doubt
about its ability to continue as a going concern.

                     About Performing Brands

Based in Addison, Texas, Performing Brands Inc. (OTC BB: PFOB)
develops, produces, markets and distributes alternative beverage
category energy drinks under the Boo Koo(R) brand name.  The
company also produces Gazzu(R) and Gazzu Shooter(TM) brand energy
drinks exclusively for Circle K.

Products are sold primarily to mainstream convenience and grocery
store chains, drug stores, gas stations and other mainstream and
discount consumer stores.  


PFF BANCORP: Shareholders Approves Merger with FBOP Corporation
---------------------------------------------------------------
PFF Bancorp Inc., the holding company of PFF Bank & Trust,
Glencrest Investment Advisors Inc., and Diversified Builder
Services Inc., disclosed that at a special meeting held on
Sept. 25, 2008, its stockholders approved the proposed merger with
FBOP Corporation, the parent company of California National Bank.

As a result of the merger, PFF Bancorp will become a wholly-owned
subsidiary of FBOP Corporation upon the closing.  The company
expects to consummate the merger in the fourth quarter of 2008.

Holders of PFF Bancorp's common stock will be entitled to receive
$1.35 in cash for each share of PFF Bancorp common stock held.
After the consummation of the merger, PFF Bancorp's common stock
will no longer trade on any stock exchange or quotation system.

FBOP Corporation has agreed to waive the right to receive accrued
interest on the convertible promissory note issued to FBOP
Corporation in connection with the merger agreement until the
closing, well as the right to receive any dividends on its shares
of the company's Series A preferred stock.

                        About PFF Bancorp

Hedaquartered in Rancho Cucamonga, California, PFF Bancorp, Inc.,
(NYSE:PFB) -- http://www.pffbancorp.com/-- is a diversified    
financial services company.  It conducts its business through its
wholly owned subsidiary, PFF Bank & Trust.  The company's business
also includes Glencrest Investment Advisors Inc., a registered
investment advisor.  Its market areas include eastern Los Angeles,
San Bernardino, Riverside and northern Orange counties.

At March 31, 2008, the company's consolidated balance sheet showed
$4.1 billion in total assets, $4.0 billion in total liabilities,
and $124.4 million in total stockholders' equity.  

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 3, 2008, KPMG
LLP in Los Angeles, Calif., expressed substantial doubt about PFF
Bancorp Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended March 31, 2008.  

The auditing firm reported that the company has experienced a
significant net loss in 2008, which has resulted in a reduction in
the company's available liquidity and regulatory capital.  The
company would be unable to meet its outstanding obligations as
they become due if the proposed acquisition by FBOP Corporation is
not consummated or another significant capital raising transaction
does not occur.


PHOENIX EQUIPMENT: Case Summary & Eight Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Phoenix Equipment Company, Inc.
        1912 N. Rosemont
        Mesa, AZ 85205

Bankruptcy Case No.: 08-13108

Chapter 11 Petition Date: September 26, 2008

Court: District of Arizona (Phoenix)

Debtor's Counsel: Thomas G. Luikens, Esq.
                  Thomas.Luikens@azbar.org
                  Ayers & Brown, P.C.
                  4227 N. 32nd St., 1st Floor
                  Phoenix, AZ 85018-4757
                  Tel: (602) 468-5700

Total Assets: $2,389,814

Total Debts: $2,832,666

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

             http://bankrupt.com/misc/azb08-13108.pdf


PORTOLA PACKAGING: Court Approves $79MM DIP Loan on Final Basis
---------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the United States
Bankruptcy Court for the District of Delaware authorized Portola
Packaging, Inc., and its debtor-affiliates to obtain, on a final
basis, $79 million in secured financing from (i) GE Capital
Markets Group Inc., as syndication agent, and General Electric
Capital Corporation, as administrative and collateral agent, and
(ii) Wayzata Investment Partners LLC, as administrative and
collateral agent.

As reported by the Troubled Company Reporter on September 19,
2008, the Hon. Christopher S. Sontchi authorized the Debtors, on
an interim basis, to obtain up to $75,000,000 in DIP financing.  
He also authorized the Debtors to use cash collateral securing
repayment of secured loan to the lenders.

The committed $79,000,000 consists of (i) a $50,000,000 million in
postpetition financing under the fifth amended and restated senior
postpetition credit agreement dated Aug. 27, 2008, between the
Debtors and GECC, and (ii) a $79,000,000 less the GECC payoff
amount under the second amended and restated postpetition credit
agreement dated Aug. 27, 2008, among the Debtors and Wayzata.

As of their bankruptcy filing, the Debtors owe at least
$48,306,767 plus accrued and unpaid interest of $239,126 to GECC
and $22,500,000 plus accrued and unpaid interest of $329,000 to
Wayzata.

Under the first lien DIP financing agreement, the DIP loan will
incur a variable rate of 2.5% per annum plus a floating rate equal
to the higher of (i) the rate publicly quoted from time to time by
The Wall Street Journal as the "base rate on corporate loans
posted by at least 75% of the nation's 30 largest banks" and (ii)
the Federal Funds Rate plus 50 basis points per annum.  Under the
second lien DIP financing agreement, the DIP loan will accrue
interest at 12.0%.  Furthermore, the DIP liens will incur default
rate of interest at 2.0% in excess of the rates otherwise payable,
after the occurrence and during the continuance of an event of
default.

Furthermore, the DIP liens are subject to $1,250,000 carve-out
for payment of fees, expenses and costs of professionals retained
by the Debtors or the committee.

To secure their DIP obligations, the lenders will be granted
allowed superpriority administrative expense claims over any and
all other administrative claims against the Debtor pursuant to
Section 364(c)(1) of the Bankruptcy Code.

The DIP credit agreements contain customary and appropriate events
of default including, among other things, failure to make required
payments, default under other debt agreements, and breach of
covenants and warranties.

A full-text copy of the Second Amended and Restated Senior
Postpetition Credit Agreement dated Aug. 27, 2008, is available
for free at http://ResearchArchives.com/t/s?3227

A full-text copy of the Fifth Amended and Restated Senior
Postpetition Credit Agreement dated Aug. 27, 2008, is available
for free at http://ResearchArchives.com/t/s?3228

A full-text copy of the the 13 Week Cash Flow Budget is available
for free at http://ResearchArchives.com/t/s?3229

                      About Portola Packaging

Portola Packaging Inc. -- http://www.portpack.com/-- designs,
manufactures, and markets a full line of tamper-evident plastic
closures, bottles, and equipment for the beverage and food
industries, as well as plastic closures and containers for the
cosmetics industry.  The company and 6 of its debtor-affiliates
filed for Chapter 11 reorganization on Aug. 27, 2008 (Bankr. D.
Del. Lead Case No. 08-12001).  Edmon L. Morton, Esq., Robert S.
Brady, Esq., and Sean T. Greecher, Esq., at Young, Conaway,
Stargatt & Taylor, represent the Debtors as counsel.  When the
Debtors filed for protection from their creditors, they listed
assets of between $50 million and $100 million, and debts of
between US$100 million and US$500 million.  The company has
locations in China, Mexico and Belgium.

Mr. Rochelle says the Debtors' reorganization may be concluded at
an Oct. 6 confirmation hearing.

                     About Portola Packaging

Portola Packaging Inc. -- http://www.portpack.com/-- designs,
manufactures, and markets a full line of tamper-evident plastic
closures, bottles, and equipment for the beverage and food
industries, as well as plastic closures and containers for the
cosmetics industry.  The company and 6 of its debtor-affiliates
filed for Chapter 11 reorganization on Aug. 27, 2008 (Bankr. D.
Del. Lead Case No. 08-12001).  Edmon L. Morton, Esq., Robert S.
Brady, Esq., and Sean T. Greecher, Esq., at Young, Conaway,
Stargatt & Taylor, represent the Debtors as counsel.  When the
Debtors filed for protection from their creditors, they listed
assets of between US$50 million and US$100 million, and debts of
between US$100 million and US$500 million.  The company has
locations in China, Mexico and Belgium.


PORTOLA PACKAGING: Can Refund Exit Lender's Due Diligence Expenses
-----------------------------------------------------------------
Portola Packaging, Inc., and its debtor affiliates obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to use estate funds to pay deposits and the costs and
expenses that their potential lender incurred in developing,
negotiating and documenting a commitment to provide exit
financing.  The Debtors can also pay the reasonable fees and
disbursements of the exit lenders' counsel.

As reported by the Troubled Company Reporter on Sept. 22, 2008,
the Debtors have executed a letter of intent with Wells Fargo
Foothill, Inc.  The Debtors noted that Wells Fargo has performed
due diligence.  They anticipate Wells Fargo to execute a formal
commitment.

The Debtors have agreed to pay Wells Fargo a $50,000 initial
expense deposit.  To execute the exit financing fully, the Debtors
must pay Wells Fargo a second expense deposit of $100,000 within
three weeks from the acceptance of the letter of intent.

The Debtors note that "while admittedly not ideal from a
bankruptcy process standpoint," they have already paid Wells Fargo
the initial deposit.  They believe that such payment was necessary
under the circumstances.

The Debtors seek to obtain exit financing to repay their
prepetition secured DIP financing, fund certain obligations under
their prepackaged plan, and provide necessary working capital on a
going-forward basis.

The Debtors have filed the letter of intent under seal.  The
Debtors note that the letter of intent contains sensitive and
confidential commercial information.  They also note that they are
involved in an open and competitive bidding process for exit
financing.  Disclosure of the structure and terms of the LOI could
have detrimental effect on the bidding process.

Judge Christopher S. Sontchi said the order is without prejudice
to the Debtors' right to seek authority to pay additional due
diligence fees.

                      About Portola Packaging

Portola Packaging Inc. -- http://www.portpack.com/-- designs,
manufactures, and markets a full line of tamper-evident plastic
closures, bottles, and equipment for the beverage and food
industries, as well as plastic closures and containers for the
cosmetics industry.  The company has locations in China, Mexico
and Belgium.

The company and 6 of its debtor-affiliates filed for Chapter 11
reorganization on Aug. 27, 2008 (Bankr. D. Del. Lead Case No.
08-12001).  David L. Eaton, Esq., David A. Agay, Esq., Jeffrey W.
Gettleman, Esq., and Todd M. Schwartz, Esq., at Kirkland & Ellis,
in Chicago, Illinois; and Edmon L. Morton, Esq., Robert S. Brady,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt &
Taylor, in Wilmington, Delaware, represent the Debtors as counsel.  
No committees have been appointed in the Debtors' cases.

The Debtors filed a plan of reorganization and disclosure
statement together with their chapter 11 petition.  The Court has
set a hearing for October 6, 2008, to consider confirmation of the
Plan.

When the Debtors filed for protection from their creditors, they
listed assets of between US$50 million and US$100 million, and
debts of between US$100 million and US$500 million.


PRIME STAR: June 30 Balance Sheet Upside-Down by $1,928,441
-----------------------------------------------------------
Prime Star Group, Inc.'s consolidated balance sheet at June 30,
2008, showed $1,496,068 in total assets and $3,424,509 in total
liabilities, resulting in a $1,928,441 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $339,722 in total current assets
available to pay $3,424,509 in total current liabilities.

The company ceased operations during the fourth quarter of 2005.  
Subsequent to Nov. 7, 2005, Laurus Master Fund, the company's
major lender, initiated foreclosure proceedings on all of the
company's real, personal, tangible, and intangible property,
including all buildings, structures, leases, fixtures, and
moveable personal property.  

For the three months ended June 30, 2008, the company incurred no
expenses.  This compares with general and administrative expenses
of $125,000 and related party expenses of $60,000 for the
corresponding  period of the prior year.   As a result of the
foregoing, the company had no income or loss for the three months
ended June 30, 2008, compared to a net loss of $185,000 for the
three months ended June 30, 2007.

Full-text copies of the company's consolidated financial
statements for the second quarter ended June 30, 2008, are
available for free at http://researcharchives.com/t/s?32f2

                      About Prime Star Group

Headquartered in Henderson, Nevada, Prime Star Group, Inc. (OTC:
PSGI) formerly known as American Water Star, Inc.
-- http://www.americanwaterstar.com/-- is not engaged in any  
commercial operations.  Prior to November 2005, the company was
engaged in developing, marketing, selling and distributing bottled
water with four branded beverages, which include Hawaiian Tropic,
Geyser Fruit, Geyser Sport, and Geyser Fruta.  The products were
orientated to the health conscious consumer looking for an
alternative to products containing high sugar and caffeine levels.


PRIMUS MANAGED: Poor Credit Quality Cues Moody's to Trim Ratings
----------------------------------------------------------------
Moody's Investors Service has downgraded the rating of the notes
issued by PRIMUS MANAGED PRISMs 2004-1 LTD.:

Class Description: Class A-8F Notes

  -- Prior Rating: Baa3
  -- Prior Rating Date: August 4, 2008
  -- Current Rating: B1

Class Description: Class B-1L Notes

  -- Prior Rating: Ba1
  -- Prior Rating Date: August 4, 2008
  -- Current Rating: B2

Class Description: Class B-2 Notes

  -- Prior Rating: Ba2
  -- Prior Rating Date: August 4, 2008
  -- Current Rating: B3

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to Lehman
Brothers Holdings Inc. which filed for protection under Chapter 11
of the U.S. Bankruptcy Code on September 15, 2008 and Fannie Mae
and Freddie Mac, which were placed into the conservatorship of the
U.S. government on September 8, 2008.


PROELITE INC: Posts $18.7 Million Net Loss in 2008 Second Quarter
-----------------------------------------------------------------
ProElite, Inc. reported a net loss of $18.7 million on total
revenue of $3.7 million for the second quarter ended June 30,
2008, compared with a net loss of $7.4 million on total revenue of
$1.9 million in the same period of 2007.

The company reported an operating loss of $18.7 million during the
second quarter of 2008, compared to an operating loss of
$7.5 million in the corresponding period in 2007.  

The company incurred non-cash expenses of $2.9 million and roughly
$100,000 for warrant vesting and amortization of prepaid
distribution costs for the three months ended June 30, 2008, and
2007, respectively.  

During the three months ended June 30, 2008, the company
recognized impairment charges totaling approximately $10.3 million
related to goodwill and non-amortizable intangible assets and
other assets resulting from the acquisitions of Cage Rage, KOTC
and ICON.  The impairment charges were recorded to reduce the
carrying value of goodwill and acquired intangible assets to
estimated fair value.  

                          Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$15,025,349 in total assets, $9,715,772 in total liabilities, and
$5,309,577 in stotal shareholders' equity.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $5,342,425 in total current assets
available to pay $9,562,289 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?32f3

                       Going Concern Doubt

The company has incurred losses from operations and negative cash
flows from operations since its inception.  Although the company
had approximately $3.5 million of cash at June 30, 2008, the
company continues to expend more cash than it brings in through
operations.

The company is actively negotiating to consummate a financing of
approximately $3.5 million in secured debt (with a funded amount
of $3.0 million after an original issue discount of $500,000) and
believes a successful closing is reasonably likely.  The company
says, however, that even with the successful closing of this debt
financing, it expects that its capital resources would be  
sufficient only until the end of the year, and only if the company
makes significant reductions in or cessation of operations and
expenditures before year end, including dramatically reducing
costs by reducing administrative expenses and some lines of
business.

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

                       About ProElite Inc.

Headquartered in Los Angeles, ProElite, Inc. (OTC BB: PELE.PK)
-- http://www.proeliteinc.com/-- through its subsidiaries,  
develops, organizes, and promotes live mixed martial arts (MMA)
matches.  It has agreements to distribute the video content
through various distribution channels, including television
networks, DVD, cable channels, and the Internet throughout the
world.  The company also operates ProElite.com, a social
networking Web site for MMA enthusiasts and practitioners, which
includes forums chats, message boards, internal communications,
the ability to post photos, videos and other content, e-commerce,
and transaction engines, as well as features footage from its live
events and Webcast events, and post-fight interviews with MMA
fighters.


RENAISSANCE CUSTOM: Files for Bankruptcy to Restructure Debt
------------------------------------------------------------
Renaissance Customs Homes LLC, together with its affiliates,
Renaissance Development Corporation and The Lakes at Fishers
Landing LLC, filed a voluntary petition under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for District of Oregon.

Ryan Frank at The Oregonian reports that the company's chief
executive officer said the company was preparing to file for
bankruptcy to restructure about $80 million in troubled bank debt.

The company listed assets and debts between $50 million and
$100 million each in its filing.  The company owes about $3.4
million to its unsecured creditors, including Howells Custom
Cabinets dba David Howells of Portland, Oregon, asserting $541,372
in trade debt; Curt Heintz of Sherwood, Oregon, asserting $415,825
in trade debt; and TruGreen Landcare LLC of Tigard, Oregon,
asserting $378,070 in trade debt, among other things.

In addition, the company's preliminary financial statements
at June 30, 2008, on a consolidated basis, showed $115 million in
assets and $103 million in liabilities.  The Lakes at Fishers
Landing had about $13.5 million in assets and $13 million in
liabilities.  Total sales for the year through June 30, 2008, is
$35.4 million.

Mr. Frank relates that the company recorded 95 failed sales in
2007, citing housing slowdown and credit crisis.  Company
officials are hoping to complete between $55 million and $60
million in sale this year, less than half of the company's 2007
total, he continued.

According to The Oregonian, the company has agreements with a
group of banks including Sterling Savings Bank, HomeStreet Bank,
Banner Bank, Columbia River Bank, Washington Federal Savings and
First Horizon to provide construction or land-development loans.  
The lenders' loan will terminate until the company delivered to
the Court a Chapter 11 plan of reorganization.

The company has tapped Tonkon Torp LLP in Portland, Oregon, as its
attorney.   The firm will be led by Albert N. Kennedy, Esq.,
together with Timothy J. Conway, Esq., and Ava L. Schoen, Esq.  
Mr. Kennedy will charge $425 per hour for this engagement.

Randal S. Sebastian owns 100% of the equity interest of RDC and
membership interest of RCH.  RDC owns 43.5% of the membership
interest in The Lakes.

The U.S. Trustee for Region 18 will convene a meeting of creditors
of the company on Oct. 30, 2008, at 1:30 p.m., at UST1, US
Trustee's office, Room 223 in Portland.

Headquartered in Lake Oswego and West Linn, Oregon, Renaissance
Customs Homes LLC -- http://www.renaissance-homes.com/-- engages  
in residential real estate and home-building business.  The
company as about 34 full-time employees.


REVE SPC: Moody's Downgrades Ratings on Various Notes Classes
-------------------------------------------------------------
Moody's Investors Service has downgraded its ratings of the notes
issued by REVE SPC Series 2007:

Class Description: Segregated Portfolio Series 10, $25,000,000
Dryden XVII Notes of Series 2007-1, Class B-2 due September 20,
2014

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Prior Rating Date: 6/20/2008
  -- Current Rating: Baa1

Class Description: Segregated Portfolio Series 11, EUR10,000,000
Dryden XVII Notes of Series 2007-1, Class B-2 due September 20,
2014

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Prior Rating Date: 6/20/2008
  -- Current Rating: Baa1

Class Description: Segregated Portfolio Series 12, EUR5,000,000
Dryden XVII Notes of Series 2007-2, Class C-2 due September 20,
2014

  -- Prior Rating: A3, on review for possible downgrade
  -- Prior Rating Date: 6/20/2008
  -- Current Rating: Ba1

Class Description: Segregated Portfolio Series 13, $20,000,000
Dryden XVII Notes of Series 2007-1, Class C-2 due September 20,
2014

  -- Prior Rating: A3, on review for possible downgrade
  -- A3, on review for possible downgrade
  -- Current Rating: Ba1

Class Description: Segregated Portfolio Series 14, JPY
1,000,000,000 Dryden XVII Notes of Series 2007-2, Class D due
September 20, 2014

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Prior Rating Date: 6/20/2008
  -- Current Rating: B1

Class Description: Segregated Portfolio Series 15, $10,000,000
Dryden XVII Notes of Series 2007-1, Class E due September 20, 2014

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Prior Rating Date: 6/20/2008
  -- Current Rating: Caa2

Class Description: Segregated Portfolio Series 17, EUR5,000,000
Dryden XVII Notes, Series 2007-2 Class JSS due March 20, 2017

  -- Prior Rating: Aaa
  -- Prior Rating Date: 4/11/2007
  -- Current Rating: Aa1

Class Description: Segregated Portfolio Series 21, $90,000,000
Dryden XVII Notes of Series 2007-1, Class B-2 due March 20, 2017

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Prior Rating Date: 6/20/2008
  -- Current Rating: A3

Class Description: Segregated Portfolio Series 22, $30,000,000
Dryden XVII Notes of Series 2007-1, Class B-2 due March 20, 2017

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Prior Rating Date: 6/20/2008
  -- Current Rating: A3

Class Description: Segregated Portfolio Series 23, $80,000,000
Dryden XVII Notes of Series 2007-1, Class JSS due September 20,
2014

  -- Prior Rating: Aaa
  -- Prior Rating Date: 4/11/2007
  -- Current Rating: Aa1

Class Description: Segregated Portfolio Series 24, $15,000,000
Dryden XVII Notes of Series 2007-2, Class E due March 20, 2017

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Prior Rating Date: 6/20/2008
  -- Current Rating: Caa1

Class Description: Segregated Portfolio Series 25, $30,000,000
Dryden XVII Notes of Series 2007-1, Class B-2 due March 20, 2017

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Prior Rating Date: 6/20/2008
  -- Current Rating: A3

Class Description: Segregated Portfolio Series 38, $6,000,000
Dryden XVII Notes Series 2007-1, Class B-2 due March 20, 2017

  -- Prior Rating: Aa2
  -- Prior Rating Date: 5/31/2007
  -- Current Rating: A1

Class Description: Segregated Portfolio Series 39, $25,000,000
Dryden XVII Notes of Series 2007-1, Class G due March 20, 2017

  -- Prior Rating: Aa3
  -- Prior Rating Date: 5/31/2007
  -- Current Rating: A2

Class Description: Segregated Portfolio Series 40, $50,000,000
Dryden XVII Variable Spread Notes of Series 2007-2, Class G due
March 20, 2017

  -- Prior Rating: Aa3
  -- Prior Rating Date: 5/31/2007
  -- Current Rating: A2

Class Description: Segregated Portfolio Series 41,
JPY1,000,000,000 Dryden XVII Notes of Series 2007-1, Class B-2 due
September 20, 2014

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Prior Rating Date: 6/20/2008
  -- Current Rating: Baa1

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to Lehman
Brothers Holdings Inc. which filed for protection under Chapter 11
of the U.S. Bankruptcy Code on September 15, 2008 and Fannie Mae
and Freddie Mac, which were placed into the conservatorship of the
U.S. government on September 8, 2008.


ROGER VALENA: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Roger George Valena
        dba Valena Construction
        2738 Treetops Way
        Santa Rosa, CA 95404

Bankruptcy Case No.: 08-12030

Chapter 11 Petition Date: September 26, 2008

Court: Northern District of California (Santa Rosa)

Debtor's Counsel: Stephen D. Finestone, Esq.
                  sfinestone@pobox.com
                  Law Offices of Stephen D. Finestone
                  456 Montgomery St. 20th Flr.
                  San Francisco, CA 94104
                  Tel: (415) 421-2624

Total Assets: $1,227,668

Total Debts: $8,612,342

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

           http://bankrupt.com/misc/califnb08-12030.pdf


SHELLS SEAFOOD: Asks Court to Convert Case to Chapter 7
-------------------------------------------------------
Shells Seafood Restaurants Inc. has asked the Hon. Catherine Peek
McEwen of the U.S. Bankruptcy Court for the Middle District of
Florida to convert its Chapter 11 bankruptcy case to a
Chapter 7 case, Michael Sasso of the The Tampa Tribune reports.

Attorney Don Stichter said the company failed to secure new
financing or find a buyer for its restaurants, and had to close
its remaining 10 corporate-owned stores Wednesday.

The only Shells Seafood restaurants that remain open are four
restaurants, which are privately owned.

                       About Shells Seafood

Based in Tampa, Florida, Shells Seafood Restaurants, Inc. aka
Shells of Stuart-Monterey, manages and operates seafood
restaurants in Florida under the name "Shells".  The company filed
for Chapter 11 relief on Sept. 2, 2008 (Bankr. M.D. Fla. Case No.
08-13440).  Don M. Stichter, Esq., at Stichter, Riedel, Blain &
Prosser represent the Debtor as counsel.  When the Debtor filed
for protection from its creditors, it listed assets of $1 million
to $10 million, and debts of $1 million to $10 million.


TAHERA DIAMOND: Inks Plan Sponsorship Deal With 0835732 BC Ltd.
---------------------------------------------------------------
Tahera Diamond Corporation said that, as a result of the
court-approved marketing process undertaken in its ongoing
proceedings under the Companies' Creditors Arrangement Act, a
Plan Sponsorship Agreement was signed with 0835732 BC Ltd., a
privately held company owned by a group of Vancouver based
resource explorationists and developers.

The company sought court approval of the Agreement on Sept. 29,
2008.  At present, the company has not issued an update regarding
this matter.

The Plan Sponsorship Agreement contemplates transactions whereby
the company's liabilities will be compromised pursuant to a plan
of arrangement under the CCAA, with the cash to be funded by the
Plan Sponsor being used for payments to creditors and payments of
the costs of the CCAA Plan and the Plan Sponsor obtaining 100% of
the equity of the Company via a concurrent reorganization pursuant
to the Canada Business Corporations Act.

The agreement is subject to a number of conditions, including the
completion of satisfactory due diligence by the Plan Sponsor on or
before Oct. 31, 2008, and the necessary creditor and Court
approvals of the CCAA Plan.  It is anticipated that the CCAA Plan
will be filed immediately after waiver of the due diligence
conditions.

The company said that the cash consideration being paid by the
Plan Sponsor under the Agreement is insufficient to pay all of the
claims of creditors of the Company in full.

The company further said that it is currently contemplated that if
the restructuring plan is ultimately approved and implemented, the
existing shares of the company will be cancelled or acquired by
the Plan Sponsor which will ultimately acquire the Company.  No
value will remain available to shareholders as a result of this
transaction, the company continued.

                      About Tahera Diamond

Tahera Diamond Corporation (TSX: TAH) -- http://www.tahera.com/--     
is a Canadian owned diamond mining company.  Tahera's wholly-owned
Jericho project, commencing commercial production in early 2006,
represents Canada's third, and Nunavut's first, diamond mine.

On Jan. 16, 2008, Tahera obtained an order from the Ontario
Superior Court of Justice granting Tahera and its subsidiary
protection pursuant to the provisions of the CCAA.  Tahera sought
protection under CCAA, as its current cash flows and cash on hand
would not allow it to meet its current obligations and its
obligations with respect to the 2008 winter road resupply.  The
Ontario Superior Court of Justice extended the Debtor's CCAA stay
period until Sept. 30, 2008.


TODD DICK: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Todd Alan Dick
        543 D Street
        Chula Vista, CA 91910

Bankruptcy Case No.: 08-09381

Chapter 11 Petition Date: September 25, 2008

Court: Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Craig Trenton, Esq.
                  cstrenton@yahoo.com
                  1855 First Ave., #101
                  San Diego, CA 92101
                  Tel: (858) 405-6766
                  Fax: (619) 236-1148

Total Assets: $1,713,700

Total Debts: $2,804,524

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

           http://bankrupt.com/misc/califsb08-09381.pdf


TORRENT ENERGY: YA DIP Funding Halt Cues Assets Sale Negotiations
-----------------------------------------------------------------
Torrent Energy Corporation is negotiating a sale process under
Section 363 of the Bankruptcy Code as a result of YA Global
Investments L.P.'s election to cease funding under the DIP Credit
Agreement and the company's limited available working capital.  

The sale will be made to YA Global, in satisfaction of its DIP
funding unless the company receives a better offer from another
party pursuant to a sale process that would be approved by the
Bankruptcy Court.  

In this proposed 363 Sale, YA Global would be allowed to credit
bid its existing DIP Credit Agreement outstanding balance to
acquire the assets of the company.  Other qualified third parties
would be allowed to also bid on the assets for an amount in excess
of a YA credit bid.

Torrent is seeking prospective buyers of all of Torrent's coalbed
methane assets and intends to complete the sale of the assets no
later than Oct. 31, 2008, subject to the required approvals of the
Bankruptcy Court.  Interested parties may contact the company
officers:

     Steve Pappajohn   
     spappajohn@methaneenergy.com    
     pcraven@torrentenergy.com                
     President Methane Energy Corp.          
     Tel: (541) 396-3025                      

           or

     Pete Craven
     CFO Torrent Energy Corp.
     Tel: (503) 224-0072

The company also disclosed that it has completed the field work
for fracture stimulation of five wells located in its Westport
pilot project area in late August and has now commenced a process
of production testing these wells located in Coos Bay, Oregon.  

                      Preliminary Frac Results

The frac program at the company's Coos Bay Westport project
tested both nitrogen foam and cross linked gel fluids as carriers
for the frac sand and it is the company's position that the
preliminary technical analysis of the frac results indicates that
the fracs were successful and met expectations in terms of
increasing the productivity of the wells and most importantly
providing confirmation in management's opinion of the proof of
concept for the Coos Bay CBM project.  The data will allow for
optimization of completion techniques on all future wells drilled
in the project area.

The wells have been producing a combined rate of approximately
356 barrels of water per day and 48 MCF per day of gas.  The
wells have been on test for three weeks starting the dewatering
process, which is a key component of the gas desorption process
and developing future gas production.  This early data is the
order of magnitude predicted by the company's reservoir modeling.  
Baker Energy Services from Sheridan, Wyoming is the project
manager for both the frac program and the production testing.

                       About Torrent Energy

Headquartered in Portland, Oregon, Torrent Energy Corporation
-- http://www.torrentenergy.com/-- is an exploration stage   
company engaged in the exploration for coalbed methane in the Coos
Bay region of Oregon and in the Chehalis Basin region of
Washington State.  The company and two of its affiliates filed for
Chapter 11 protection on June 2, 2008 (Bankr. D. Ore. Case Nos.
08-32638 through 08-32640).  Jeanette L. Thomas, Esq., at
Perkins Coie LLP, represents the Debtors in their restructuring
efforts.  

                       Going Concern Doubt

Peterson Sullivan PLLC, in Seattle, Washington, expressed
substantial doubt about Torrent Energy Corporation's ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended March 31,
2008.  The auditing firm pointed to the company's recurring losses
from operations since inception, substantial accumulated deficit,
and the company's recent filing for reorganization under Chapter
11 of the U.S. Bankruptcy Code.  


SCPB LLC: Case Summary & Seven Largest Unsecured Creditors
----------------------------------------------------------
Debtor: SCPB, LLC
        6942 Barth
        Shawnee, KS 66226

Bankruptcy Case No.: 08-22445

Chapter 11 Petition Date: September 25, 2008

Court: District of Kansas (Kansas City)

Judge: Robert D. Berger

Debtor's Counsel: Joanne B. Stutz, Esq.
                  jbs@evans-mullinix.com
                  Evans & Mullinix PA
                  7225 Renner Road, Suite 200
                  Shawnee, KS 66217
                  Tel: (913) 962-8700
                  
Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
City of Kansas City, Missouri  Taxes for                  $80,000
Treasury Division              Neiborhood
Dept of Finance Treasury       Improvement
414 East 12th Street
Kansas City, MO 64106

City of Kansas City, Missouri  Real estate taxes          $11,662
Treasury Division
Dept of Finance Treasury
414 East 12th Street
Kansas City, MO 64106

Clay County Collector          Real estate taxes          $29,707
Administration Building
1 Courthouse Square
Liberty, MO 64068

Gary C. Richter, CPA           Accountant/Tax services       $195
7199 West 98th Terr, Suite 120
Overland Park, KS 66212

George Butler Associates       Traffic Study               $9,432
One Renner Ridge
9801 Renner Blvd.
Lenexa, KS 66219-9745

Lutjen, Inc.                   Engineering fees           $61,326
8350 North Saint Clair Ave.
Kansas City, MO 64151          

Mitchell, Kristl & Lieber      Legal Fees                 $15,000
1220 Washington, 3rd Floor
Kansas City, MO 64105-2245


SEASIDE AMELIA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Seaside Amelia Inn, LLC
        Suite L-4
        11285 Elkins Road
        Roswell, GA 30076

Bankruptcy Case No.: 08-78823

Chapter 11 Petition Date: September 24, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Mary Grace Diehl

Debtor's Counsel: Rex Cornelison, Esq.
                  The Cornelison Group, LLC
                  Building D, Suite 1
                  500 Sun Valley Drive
                  Roswell, GA 30076-5636
                  Tel: (770) 587-0082

Estimated Assets: $50 to $500,000

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

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


SIX FLAGS: Moody's Cuts Ratings to Caa2 on Heightened Default Risk
------------------------------------------------------------------
Clarified default trigger on the bonds issued by Six Flags and Six
Flags Operations, Inc referenced in the fourth sentence.  Default
is triggered if there is an acceleration of the credit agreement.

Moody's Investors Service downgraded Six Flags, Inc.'s Corporate
Family rating to Caa2 from Caa1, the Probability of Default rating
to Caa2 from Caa1 and associated instrument ratings as detailed
below.  The rating actions reflect heightened risk of default
because of the approach of the August 15, 2009 mandatory
redemption date for the $287.5 million Preferred Income Redeemable
Securities and the February 1, 2010 maturity of the remaining $131
million 8.875% senior unsecured notes.  Moody's does not expect
Six Flags to generate sufficient free cash flow or have sufficient
unused revolver capacity to fund these obligations -- creating
reliance on asset sales or refinancing options.

Moody's believes an inability to fund the PIERS redemption would
constitute a default under Six Flags' credit agreement; an
acceleration of the credit agreement would in turn trigger a
default on the bonds issued by Six Flags and Six Flags Operations,
Inc.  Six Flags' improved operating performance during the 2008
summer season is a positive and there is a potential that a PIERS
refinancing could be based on the instruments' market value
(approximately $82 million as of September 23, 2008) instead of
the $287.5 million liquidation preference.

However, Moody's believes Six Flags' highly levered capital
structure and difficult credit market conditions could limit its
ability to sell assets or execute on a refinancing, including the
2010 requirement even if the PIERS' maturities are somehow
satisfied.  The rating outlook is negative.

Downgrades:

Issuer: Six Flags Inc.

  -- Corporate Family Rating, Downgraded to Caa2 from Caa1
  -- Probability of Default Rating, Downgraded to Caa2 from Caa1
  -- Preferred Stock (PIERS), Downgraded to Ca from Caa3
     (LGD6 - 98%)

Issuer: Six Flags Theme Parks Inc.

  -- Senior Secured Bank Credit Facility, Downgraded to B2 from B1
     (LGD2 - 20%)

The negative rating outlook reflects the potential for a default
if Six Flags is unable to satisfy the 2009 PIERS redemption and
2010 note maturity.

Six Flags' SGL-4 speculative-grade liquidity rating reflects
Moody's expectation that the company will not have sufficient
cash, internally generated cash flow or committed unused revolver
capacity to fund the PIERS redemption and contingent obligations,
including the partnership puts.  However, Moody's believes Six
Flags could be close to free cash flow break even over the next 12
months, and that the unused revolver capacity could cover any
operating shortfall and seasonal working capital needs.

The Caa2 rating and LGD4 - 60% assessment on the SFO notes and the
Caa3 ratings and LGD5 - 85% assessments on the notes issued by Six
Flags, Inc. are not affected.  Moody's last rating action on Six
Flags was a change in the PDR to Caa1/LD from Ca and a downgrade
of the 8.875% 2010 notes to Caa3 from Caa2 on June 16, 2008 in
conjunction with an exchange offer (the PDR reverted to Caa1 on
June 19th).

Six Flags, headquartered in New York City, is a regional theme
park company that operates 20 parks spread across North America.  
The park portfolio includes 16 wholly-owned facilities as well as
four parks - Six Flags over Texas, Six Flags over Georgia, Six
Flags White Water (Atlanta), and the Six Flags Great Escape Lodge
- in which Six Flags owns partial interests and three of which it
consolidates due to significant operational control and residual
economic interest.  Annual revenue approximates $990 million.


SS&C TECHNOLOGIES: S&P Holds 'B+' Rating; Changes Outlook to Pos.
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Windsor,
Connecticut-based SS&C Technologies Inc. to positive from stable.  
At the same time, Standard & Poor's affirmed the ratings on the
company, including the 'B+' corporate credit rating.
      
"The outlook revision is a result of favorable operating trends,
improved debt leverage, and a potential IPO," said Standard &
Poor's credit analyst David Tsui.
      
"The rating on SS&C reflects the company's high leverage,
acquisitive growth strategies, and dependence on financial
services IT spending," added Mr. Tsui.  "These factors are offset
partially by the currently favorable outsourcing environment, as
well as the company's recurring revenue base and good
profitability and cash flow."
     
SS&C is a niche player in the fragmented financial services IT
industry, serving more than 4,000 clients in a U.S.-based market
of about 40,000.  The company provides software and outsourcing
services to the financial services industry, focusing on portfolio
management and trading systems.  SS&C competes with large-scale
competitors with broad offerings, smaller players that target only
specific markets or clients, and internal IT departments of large
financial services firms.  

The company's customer base is diverse and retention rates are
high, at more than 90% in the past five years because of frequent
product enrichment and high switching costs.  Recurring revenues,
which include software-enabled services and maintenance revenues,
constituted about 80% of 2007 sales and provide good revenue
visibility.  The top 10 clients accounted for only 21% of total
sales in 2007 and 2006, with the largest account representing less
than 5% and 6% in 2007 and 2006, respectively.
     
SS&C has grown rapidly through acquisitions, acquiring more than
20 companies since 1995 and three in the past two years.  Most of
the acquired companies were small and specialized, all providing
additional financial services functions.  Revenues in the 12
months ended June 30, 2008, totaled $273 million, up 22% from
$223 million in a year ago period.  Revenues increased across the
company's software licenses, maintenance, and software-enabled
services revenue streams.  Concurrently, SS&C has maintained
margins at higher levels than its peer group, with EBITDA margins
in the high-30% area.
     
Operating lease-adjusted debt to EBITDA was 4.3x as of June 30,
2008, an improvement from 6x a year ago and from more than 7x in
early 2006.  SS&C has used free cash flows mostly to fund small-
scale acquisitions and reduce debt.  The company's credit
agreement does not require meaningful amortization and allows for
acquisitions.
     
On June 13, 2007, SS&C Technologies Holdings Inc. filed for an IPO
of up to $200 million.  The preliminary prospectus indicates that
the company intends to use a portion of the proceeds from the
offering to redeem up to $72 million of its currently outstanding
$205 million senior subordinated notes due 2013.  If the company
realizes the full $72 million and uses it for debt reduction,
leverage would decline to the mid-3x area on a pro forma basis.
     
The outlook is positive, reflecting the company's strong growth,
improving leverage, and good profitability and free cash flow.  A
ratings upgrade could result from either a completion of the IPO
and related debt reduction or from further and sustained revenue
growth and/or debt reduction that drives down leverage to the mid-
3x level.  If SS&C experiences severe pricing pressure or
significant loss of customers, resulting from the current downturn
in the financial services industry, leading to a decline in
EBITDA, or completes debt-financed acquisitions or dividends that
raise leverage to the high-4x area, S&P could revise the outlook
to stable.


STANDISH 10040: Moody's Trims $500,000 Default Swap Rating to Ba3
-----------------------------------------------------------------
Moody's Investors Service has downgraded its rating on the notes
issued by Standish 10040 - Trustee of Donations - Episcopal Church
CDS I:

Class Description: $500,000 Credit Default Swap Ref. No.: NKG2Y

  -- Prior Rating: Baa3
  -- Prior Rating Date: 6/30/2008
  -- Current Rating: Ba3

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to Lehman
Brothers Holdings Inc. which filed for protection under Chapter 11
of the U.S. Bankruptcy Code on September 15, 2008 and Fannie Mae
and Freddie Mac, which were placed into the conservatorship of the
U.S. government on September 8, 2008.


STANDISH 10040: Moody's Cuts Rtng on $500,000 Default Swap to 'B1'
------------------------------------------------------------------
Moody's Investors Service has downgraded the rating of the notes
issued by Standish 10040 - Trustee of Donations - Episcopal Church
CDS II:

Class Description: $500,000 Credit Default Swap Ref. No.: NKG2Z

  -- Prior Rating: Ba1
  -- Current Rating: B1

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to Lehman
Brothers Holdings Inc. which filed for protection under Chapter 11
of the U.S. Bankruptcy Code on September 15, 2008 and Fannie Mae
and Freddie Mac, which were placed into the conservatorship of the
U.S. government on September 8, 2008.


SWANSEA PROPERTIES: Seeks Court Okay to Reject Executory Pacts
--------------------------------------------------------------
Swansea Properties, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Arizona for permission to
reject all of their existing executory contracts.

The Debtors seek to reject the contracts with:

     -- the City of Goodyear, Arizona;
     -- Civica Development, LLC;
     -- Civica Properties, LLC; and
     -- CiviTerra Design-Build, LLC.

The Debtors ask the Court that they be allowed to reject contracts
with third parties as well, primarily the City of Goodyear,
Arizona.  

A schedule of the contracts is available at:

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

The Debtors believe that rejection of the Development Agreements
and the City Agreements is in their best interests, their
creditors, as those agreements have resulted in great harm to the
Debtors.  Pursuant to the Development Agreements and the City
Agreements, the Civica Entities negotiated contracts on behalf of
the Wood Entities, which comprised of the Debtors and the Wood
Family Members.

The Wood Family Members, through the Wood Family Enterprises
Limited Partnership, co-owned the 240-acre Wood Family Farm with
the Debtors Swansea, Eagletail Bighorn LLC, and the City of
Goodyear.  In 2004, the Wood Family Members decided it was time to
begin selling the farm.  They entered into contracts with the
Civica real estate developers and contracts controlled by Jack
Rose.

The Debtors have complained that Mr. Rose:

     -- disregarded the corporate formalities,

     -- has "co-mingled" their assets,

     -- has used as his personal bank account the accounts of
        each of the entities, and

     -- has treated himself as one and the same with each of
        these entities.

The Debtors claimed that Mr. Rose engaged in a pattern of fraud
and mismanagement in complete disregard of the interests of those
who placed their trust in him and with the sole purpose of
financially benefiting himself at the expense of the Wood
Entities.  The Debtors contend that these actions not only
constitute breaches of the subject agreements but also provide
legal grounds to terminate and reject all existing agreements
among the Debtors, the Civica Entities, and all other parities in
the contracts.

The Debtors also claimed that the Civica entities has operated and
are operating as unlicensed real estate brokers.

The primary ground given for the City's termination of the
Infrastructure Agreement, while the development was on budget and
on time, was the wrongful claim by Civica Properties to the
Infrastructure Reimbursement.  The Debtors tell the Court that the
Development Agreements are not only not essential to the Debtors'
reorganization, but are burdensome to the estates.

The Debtors ask the Court to be permitted to immediately reject
the Development Agreements and the City Agreements in order to
enter into new agreements with the City of Goodyear.  According to
the Debtors, theis will allow them to try to preserve the millions
of dollars they have invested in the Spring Training Complex and
surrounding land.  

The Spring Training Complex is scheduled to be fully completed and
operational by Feb. 1, 2009, when it is contracted to serve as
spring-training home to the Cleveland Indians, to be joined the
following year (2010) by the Cincinnati Reds Baseball Club.  

The City has advised the Debtors that until the Development
Agreements and the City Agreements are rejected, the City will
have no ability to discuss or negotiate the Debtors' continued
role in the Spring Training Complex.

According to an article in the Arizona Republic dated Aug. 12,
2008, representatives of Civica acknowledged their consent to
termination of these Agreements.

Litchfield Park, Arizona-based Swansea Properties LLC filed for
Chapter 11 protection on Aug. 29, 2008 (Bankr. D.Ariz. Case No.
08-11486).  James E. Cross, Esq., at Osborn Maledon P.A.
represents the Debtor in its restructuring effort.  The company
listed assets between $10 million and $50 million and debts
between $10 million and $50 million when it filed for bankruptcy.

Its affiliates, Eagletail Bighorn LLC and MPK Enterprises Inc.
filed separate Chapter 11 petitions.


TIERS VERMONT: Moody's Slashes $15MM Certs. Rating to Ba2 from Aa3
------------------------------------------------------------------
Moody's Investors Service has downgraded the rating of the
following trust certificates issued by TIERS(R) Vermont Floating
Rate Credit Linked Trust, Series 2007-23:

Class Description: $15,000,000 TIERS(R) Vermont Floating Rate
Credit Linked Trust Certificates, Series 2007-23

  -- Prior Rating: Aa3, on review for downgrade
  -- Current Rating: Ba2

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to Lehman
Brothers Holdings Inc. which filed for protection under Chapter 11
of the U.S. Bankruptcy Code on September 15, 2008 and Fannie Mae
and Freddie Mac, which were placed into the conservatorship of the
U.S. government on September 8, 2008.


THORNBURG MORTGAGE: Exchange Offer for Series Notes Expires Today
----------------------------------------------------------------
Thornburg Mortgage Inc. extended 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, on Sept. 26, 2008 to 5:00 p.m., EDT on Sept. 30, 2008,
unless further extended or terminated by the company.

On Sept. 25, 2008, holders of Preferred Stock had tendered
approximately (i) 93.6% (6,106,205 shares) of the Series C
Preferred Stock; (ii) 94.9% (3,797,379 shares) of the Series D
Preferred Stock; (iii) 95.0% (3,005,599 shares) of the Series E
Preferred Stock and (iv) 98.3% (29,810,121 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, for reasons previously disclosed,
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 in order 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 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 Sept. 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 intend to
agree to the company's request.  The 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.

The Exchange Offer is being made to holders of Preferred Stock in
reliance upon the exemption from the registration requirements of
the Securities Act of 1933, as amended, afforded by Section3(a)(9)
thereof.  Investor inquiries about the Exchange Offer may be
directed to the company at 866-222-2093 (toll free).  

Requests for copies of the Offering Circular, all supplements
thereto and related documents may be directed to Georgeson Inc.,
the information agent for the Exchange Offer, at 866-399-8748
(toll free).  

On Sept. 23, 2008, the board of directors of the company
reaffirmed their approval of a one-for-ten reverse split of the
company's common stock, which will become effective Sept. 29,
2008.  The reverse stock split was implemented to cure a
deficiency under Section 802.01C of the New York Stock Exchange
Listed Company Manual that resulted from the average closing price
of the company's common stock falling below $1.00 for more than
30 consecutive trading days.

Pursuant to the reverse stock split, Thornburg Mortgage common
shareholders are entitled to receive one new common share for
every ten preexisting common shares owned, with fractional shares
being rounded up to the nearest whole share.  American Stock
Transfer and Trust Company will act as the transfer agent for
exchange of stock certificates in connection with the reverse
stock split. Shareholders who hold physical stock certificates
will receive instructions from American Stock Transfer and Trust
Company on how to receive new stock certificates.  Shareholders
whose certificates are held in "street name" or on deposit with
their brokerage firm will need to take no further action.  As of
Sept. 29, 2008, Thornburg Mortgage's common stock will trade under
the new CUSIP number 885218 800.

                  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.


TULLY'S COFFEE: Selling Business and Assets to Green Mountain
-------------------------------------------------------------
Tully's Coffee Corporation, its wholly owned subsidiary Tully's
Bellaccino, LLC, and Green Mountain Coffee Roasters, Inc., entered
on Sept. 15, 2008, into an Asset Purchase Agreement wherein GMCR
will purchase the assets associated with Tully's wholesale
business and supply chain, including rights to use the Tully's
brand worldwide (excluding Japan) and other Tully's trade names,
trademarks and service marks, for $40.3 million in cash.

The purchase price is subject to adjustment based on the value of
the wholesale assets as of the closing date. Of the cash proceeds
payable to Tully's, $3.5 million will be placed in escrow for one
year to satisfy Tully's post-closing indemnification obligations
to GMCR under the Agreement.

The Agreement contemplates that, at the closing, GMCR will grant
Tully's a license to use the "Tully's" brand and other trade
names, trademarks and service marks in connection with certain:

  (i) retail operations worldwide (excluding Japan); and

(ii) wholesale operations outside of North America, and that the
      parties will enter into an exclusive coffee supply
      arrangement.

Tully's current shareholders will continue to own, and Tully's
current management will continue to operate, the company's
domestic retail business -- company owned, franchised and licensed
retail store locations -- and international retail and wholesale
businesses.

Tully's and GMCR have made customary representations, warranties
and covenants in the Agreement.  Pursuant to the terms of the
Agreement, except in certain limited circumstances Tully's may not
solicit or enter into discussions regarding, or provide
information in connection with, alternative transactions.  The
Agreement specifies certain termination rights of the parties,
and, under some circumstances, in the event of termination of the
Agreement, Tully's may be required to pay GMCR a termination fee
of $1.6 million.

In addition, if Tully's terminates the Agreement because GMCR is
unable to obtain funding under its existing credit facility to
complete the asset purchase, then GMCR will be obligated to
reimburse Tully's for up to $1.6 million in Tully's out-of-pocket
costs and expenses.

Closing of the proposed asset sale is subject to certain
conditions, including approval by Tully's shareholders.

The Agreement was unanimously approved by Tully's board of
directors.  In addition, Tom T. O'Keefe, chairman of the board and
founder, who beneficially owns approximately 20.2% of the
outstanding common stock, entered into a voting agreement with
GMCR pursuant to which Mr. O'Keefe agreed to vote his shares in
favor of the transaction at the shareholders' meeting at which the  
shareholders will be asked to approve the Agreement and the
contemplated transactions.

The transaction is expected to close before the end of the
calendar year.  Tully's expects to file a preliminary proxy
statement with regard to the Agreement in the next 30 days, which
will include, among other things, information regarding the
background of the board's decision to enter into the Agreement.

                       About Tully's Coffee

Headquartered in Seattle, Tully's Coffee Corporation --
http://www.tullys.com/-- is a specialty retailer and wholesaler
of fully handcrafted roasted, gourmet coffees.

                        Substantial Doubt

Moss Adams LLP of Seattle, Washington, expressed substantial doubt
about Tully's Coffee Corporation's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the periods ended March 30, 2008, and April 1,
2007.  The firm reported that the company has incurred recurring
operating losses, an accumulated, and total stockholders' and
working capital deficit.

The company's consolidated balance sheets showed total assets of
$18,918,000 and total liabilities of $32,342,000 resulting in a
$13,424,000 stockholders' deficit.

The company's consolidated balance sheets also showed strained
liquidity with $11,309,000 total current assets available to pay
$28,741,000 total current liabilities.

The company reported a $13,909,000 net loss on net sales of
$69,077,000 for the year ended March 30, 2008, compared to a
$9,754 net loss on net sales of $61,882,000 for year ended
April 1, 2007.


TULLY'S COFFEE: Extends Northrim Credit Facility to October 31
--------------------------------------------------------------
Tully's Coffee Corporation executed amendments to its secured
credit facility with Northrim Funding Services, a division of
Northrim Bank.

The Northrim Facility provides a credit facility of up to
$5,000,000, subject to the amount of eligible accounts receivable
and inventories.  The extended term of the agreement is until
October 31, 2008, unless terminated earlier by either party.

Borrowings under this facility bear interest at the prime rate
plus 6% and are secured by the company's inventories and the
assignment, with recourse, of the company's accounts receivable.  
Fees in the amount of $12,500 were paid to Northrim in relation to
the extension of the Northrim Facility.

                       About Tully's Coffee

Headquartered in Seattle, Tully's Coffee Corporation --
http://www.tullys.com/-- is a specialty retailer and wholesaler
of fully handcrafted roasted, gourmet coffees.

                        Substantial Doubt

Moss Adams LLP of Seattle, Washington, expressed substantial doubt
about Tully's Coffee Corporation's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the periods ended March 30, 2008, and April 1,
2007.  The firm reported that the company has incurred recurring
operating losses, an accumulated, and total stockholders' and
working capital deficit.

The company's consolidated balance sheets showed total assets of
$18,918,000 and total liabilities of $32,342,000 resulting in a
$13,424,000 stockholders' deficit.

The company's consolidated balance sheets also showed strained
liquidity with $11,309,000 total current assets available to pay
$28,741,000 total current liabilities.

The company reported a $13,909,000 net loss on net sales of
$69,077,000 for the year ended March 30, 2008, compared to a
$9,754 net loss on net sales of $61,882,000 for year ended
April 1, 2007.


TULLY'S COFFEE: June 30 Balance Sheet Upside-Down by $13.4 Million
------------------------------------------------------------------
Tully's Coffee Corporation's consolidated balance sheet at
June 30, 2008, showed $18,918,000 in total assets and $32,342,000
in total liabilities, resulting in a $13,424,000 total
stockholders' deficit.

Tully's Coffee posted $13,909,000 in net losses on $69,077,000 in
net revenues for fiscal year ended June 30, 2008, compared with
$9,754,000 in net losses on $61,882,000 in net revenues for fiscal
year ended April 1, 2007.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $11,309,000 in total current assets
available to pay $28,741,000 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the fiscal year ended June 30, 2008, are available
for free at http://researcharchives.com/t/s?32e4

                       Fourth Quarter Results

Tully's Coffee posted $1,568,000 in net losses on $10,882,000 in
net revenues for the fourth quarter ended June 29, 2008, compared
with $2,194,000 in net losses on $11,094 in net revenues for the
same period ended July 1, 2007.

Full-text copies of the company's consolidated financial
statements for the quarter year ended June 30, 2008, are available
for free at http://researcharchives.com/t/s?32e5

                       About Tully's Coffee

Headquartered in Seattle, Tully's Coffee Corporation --
http://www.tullys.com/-- is a specialty retailer and wholesaler
of fully handcrafted roasted, gourmet coffees.

As reported in the Troubled Company Reporter on Sept. 24, 2008,
Moss Adams LLP of Seattle, Washington, expressed substantial doubt
about Tully's Coffee Corporation's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the periods ended March 30, 2008, and April 1,
2007.  The firm reported that the company has incurred recurring
operating losses, an accumulated, and total stockholders' and
working capital deficit.


WACHOVIA CORP: Selling Banking Operations to Citigroup
------------------------------------------------------
Citigroup Inc. has reached an agreement–in-principle to acquire
all of the banking subsidiaries of Wachovia Corporation, creating
the largest U.S. bank by total deposits.

Wachovia will remain a public company and retain its asset
management, retail brokerage, and certain select parts of its
wealth management businesses, including the Evergreen and Wachovia
Securities franchises.  Wachovia expects to have adequate capital
to support its remaining businesses, an appropriate allocation of
tangible equity, and certain tax assets that will be recognized
immediately.

Under the terms of the agreement-in-principle, Citigroup will pay
Wachovia approximately $2.16 billion in stock and assume Wachovia
senior and subordinated debt, totaling approximately $53 billion.

Citigroup will acquire more than $700 billion of assets of
Wachovia's banking subsidiaries, and related liabilities.  The
Federal Deposit Insurance Corporation has agreed to provide loss
protection in connection with approximately $312 billion of
mortgage-related and other Wachovia assets.  Citigroup is
responsible for the first $30 billion of losses on this portfolio,
and expects to record these expected losses under purchase
accounting upon closing of the transaction.  Citigroup is also
responsible for the next $12 billion in losses up to a maximum of
$4 billion per year for the next three years.  Citigroup has also
agreed to issue to the FDIC preferred stock and warrants with a
combined value of approximately $12 billion.  The FDIC has agreed
to be responsible for any further losses on this portfolio.

The transaction, which has been approved by the Boards of
Directors of both companies, is subject to: approval by Wachovia's
shareholders; to the occurrence of the closing by Dec. 31, 2008;
definitive documentation; regulatory approvals; and other
customary closing conditions.

The deal is expected to be accretive to Citigroup's earnings from
year one excluding a total of $3.7 billion in pre-tax
restructuring charges for severance over the next four years, and
expected to be fully accretive in 2010.

Citigroup expects to raise $10 billion in common equity in
connection with this transaction and reduce its quarterly dividend
to 16 cents per share, effective immediately, to maintain the
company's strong capital position.  On a pro forma basis for the
second quarter ended June 30, 2008, Citigroup's Tier 1 capital
ratio is expected to be 8.8% assuming completion of the
transaction.

Citigroup's CEO Vikram Pandit said, "The transaction is extremely
attractive from a strategic perspective.  It will deliver the
combined capabilities of two powerful organizations to our
customers and shareholders, providing meaningful EPS accretion and
downside loss protection.  It will augment our access to stable
funding and liquidity, and will accelerate our efforts to
establish Citi [Citigroup] as the world's leading global financial
institution.  Citi will have more than
$600 billion in deposits in the U.S., giving us about a 9.8%
market share.  Our total deposits will be $1.3 trillion globally,
$350 billion more than our next largest U.S. competitor, making us
one of the world's largest core deposit-funded financial
institutions. Moreover, it is essential that Wachovia, a company
we deeply respect, maintain a strong presence in Charlotte, N.C."

Wachovia's CEO Robert Steel said, "Our core businesses continue to
perform well but amid uncertain markets and a fast-changing
industry landscape, we found in Citi a strong partner to preserve
the stability and quality of our banking franchise.   We are
pleased to meet these key goals, as well as advance our legacy of
innovative thinking, best-in-class customer service, and growth
opportunities for our colleagues."

Wachovia has a strong, attractive customer base, talented
employees, and its retail bank footprint is highly complementary
with that of Citigroup, with just 31% of Wachovia branches located
in existing Citigroup markets.  The transaction propels Citigroup
to a top three ranking in seven metropolitan statistical areas:
New York, Miami, Atlanta, Washington D.C., Las Vegas, Charlotte,
and San Francisco.

At the completion of the transaction, Citigroup will have: about
4,300 branches in the U.S. and approximately another 3,300
throughout the world; and 28,000 fee-free ATMs in the U.S. As
there is little overlap between the two footprints, Citigroup
expects to close less than 5% of the combined branches.  In
addition, Citigroup will benefit from Wachovia's leading
technology platform, including the opportunity to expand its
award-winning online banking platform, and proven integration
capabilities.

The transaction also brings a strong, highly complementary U.S.
cash management platform to Citigroup's leading international
Global Transaction Services business; a strong U.S. mid-market
corporate banking franchise; and, a small, successful private
banking business that Citigroup intends to integrate into its
existing Global Wealth Management business.

In addition, Citigroup expects to realize more than $3 billion of
annualized expense synergies through the consolidation of
overlapping functions.  Following the closing of the transaction,
Citigroup expects to complete the integration of the retail
banking operations by year-end 2010.

                       About Citigroup Inc.

Headquartered on New York City, Citigroup Inc. (NYSE: C) --
http://www.citigroup.com/citigroup/-- a leading global financial  
services company, has some 200 million customer accounts and does
business in more than 100 countries, providing consumers,
corporations, governments and institutions with a broad range of
financial products and services, including consumer banking and
credit, corporate and investment banking, securities brokerage,
and wealth management.  The company's major brand names include
Citibank, CitiFinancial, Primerica, Smith Barney, Banamex, and
Nikko.

                  About Wachovia Corporation

Based in Charlotte, North Carolina, Wachovia Corporation (NYSE:WB)
-- http://www.wachovia.com/-- is one of the nation's diversified  
financial services companies, with assets of
$812.4 billion at June 30, 2008.  Wachovia provides a broad range
of retail banking and brokerage, asset and wealth management, and
corporate and investment banking products and services to
customers through 3,300 retail financial centers in 21 states from
Connecticut to Florida and west to Texas and California, and
nationwide retail brokerage, mortgage lending and auto finance
businesses.  Clients are served in selected corporate and
institutional sectors and through more than 40 international
offices.  Its retail brokerage operations under the Wachovia
Securities brand name manage more than
$1.1 trillion in client assets through 18,600 registered
representatives in 1,500 offices nationwide.  Online banking is
available at wachovia.com; online brokerage products and services
at wachoviasec.com; and investment products and services at
evergreeninvestments.com.


WACHOVIA CORPORATION: FDIC Arranges Takeover by Citigroup
---------------------------------------------------------
Citigroup Inc. will acquire the banking operations of Wachovia
Corporation in a transaction facilitated by the Federal Deposit
Insurance Corporation and concurred with by the Board of Governors
of the Federal Reserve and the Secretary of the Treasury in
consultation with the President.  All depositors are fully
protected and there is expected to be no cost to the Deposit
Insurance Fund.  Wachovia did not fail; rather, it is to be
acquired by Citigroup Inc. on an open bank basis with assistance
from the FDIC.

"For Wachovia customers, [the] action will ensure seamless
continuity of service from their bank and full protection for all
of their deposits." said FDIC Chairman Sheila C. Bair.  "There
will be no interruption in services and bank customers should
expect business as usual."

Citigroup Inc. will acquire the bulk of Wachovia's assets and
liabilities, including five depository institutions and assume
senior and subordinated debt of Wachovia Corp.  Wachovia
Corporation will continue to own AG Edwards and Evergreen.  

           FDIC Covering Losses Exceeding $42 Billion

The FDIC has entered into a loss sharing arrangement on a pre-
identified pool of loans. Under the agreement, Citigroup Inc. will
absorb up to $42 billion of losses on a $312 billion pool of
loans.  The FDIC will absorb losses beyond that.  Citigroup has
granted the FDIC $12 billion in preferred stock and warrants to
compensate the FDIC for bearing this risk.

In consultation with the President, the Secretary of the Treasury
on the recommendation of the Federal Reserve and FDIC determined
that open bank assistance was necessary to avoid serious adverse
effects on economic conditions and financial stability.

"On the whole, the commercial banking system in the United States
remains well capitalized.  [Yesterday]'s decision was made under
extraordinary circumstances with significant consultation among
the regulators and Treasury," Mr. Bair said.  "This action was
necessary to maintain confidence in the banking industry given
current financial market conditions."

Wachovia customers with questions should call their normal banking
representative, service center, 1-800-922-4684 or visit
http://www.wachovia.com/ The FDIC's consumer hotline is 1-877-
ASK-FDIC (1-877-275-3342) or visit http://www.fdic.gov/

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

                  About Wachovia Corporation

Based in Charlotte, North Carolina, Wachovia Corporation (NYSE:WB)
-- http://www.wachovia.com/-- is one of the nation's diversified  
financial services companies, with assets of
$812.4 billion at June 30, 2008.  Wachovia provides a broad range
of retail banking and brokerage, asset and wealth management, and
corporate and investment banking products and services to
customers through 3,300 retail financial centers in 21 states from
Connecticut to Florida and west to Texas and California, and
nationwide retail brokerage, mortgage lending and auto finance
businesses.  Clients are served in selected corporate and
institutional sectors and through more than 40 international
offices.  Its retail brokerage operations under the Wachovia
Securities brand name manage more than $1.1 trillion in client
assets through 18,600 registered representatives in 1,500 offices
nationwide.  Online banking is available at wachovia.com; online
brokerage products and services at wachoviasec.com; and investment
products and services at evergreeninvestments.com.


WASHINGTON MUTUAL: JPMorgan Deal Cues Moody's to Junk Ratings
-------------------------------------------------------------
Moody's Investors Service downgraded Washington Mutual Inc.'s
senior debt rating to Caa2 from Ba2, subordinated debt rating to C
from Ba3 and preferred rating to C from Ca.  Washington Mutual
Bank's senior unsecured bank notes were downgraded to Ca from Baa3
and subordinate bank notes to C from Ba1.  The senior debt ratings
of Washington Mutual Inc. and Washington Mutual Bank are under
review for downgrade.

The rating actions follow the purchase of substantially all of the
assets and the assumption of all the deposits and certain other
liabilities of the thrift subsidiaries of Washington Mutual Inc.
by JP Morgan Chase Bank N.A. (JPM, rated Aaa for deposits) in a
transaction facilitated by the Federal Deposit Insurance
Corporation.  Immediately prior to the purchase, the Office of
Thrift Supervision closed Washington Mutual Bank and appointed the
FDIC as the receiver.  JPM acquired $296 billion in tangible
assets and assumed $265 billion in deposits and other liabilities,
including FHLB borrowings, covered bonds, and qualified financial
contracts for a payment of $1.9 billion.  JPM did not assume the
senior bank notes or subordinate bank notes of Washington Mutual
Bank.  JPM also did not acquire any assets or assume any
liabilities of Washington Mutual Inc.

Moody's believes that assets available to satisfy obligations not
assumed by JPM are limited to the $1.9 billion payment by JPM to
the FDIC and approximately $4 billion of cash held at Washington
Mutual Inc.  Moody's expects that the $1.9 billion payment by JPM
will be used to partially repay Washington Mutual Bank's remaining
senior bank notes of approximately $6.0 billion.  However, it is
uncertain at this time if the $4.0 billion of cash held at
Washington Mutual Inc. will be fully available for the benefit of
Washington Mutual Inc. creditors, or if some of this amount will
benefit Washington Mutual Bank senior creditors.  Moody's expects
little if any recoveries for subordinated debt and preferred
holders at either the thrift or the holding company.  The C rating
on subordinate debt and preferred shares reflects near complete
losses for these creditors.

The Caa2 rating on Washington Mutual Inc. senior debt versus the
Ca rating on Washington Mutual Bank senior debt reflects Moody's
view that recoveries on senior debt at the holding company may be
higher than recoveries for senior debt at the bank.  However,
there is considerable uncertainty regarding this outcome, and
therefore the senior debt ratings at both entities remain under
review for downgrade.  Washington Mutual Inc. could face claims
from the FDIC as receiver for the apparent capital shortfall at
the thrift, which could reduce recoveries for holding company
creditors.  At the same time, the FDIC could face claims from
Washington Mutual Bank senior note holders for unequal treatment
of senior and general creditors, which could increase recoveries
for the senior creditors whose obligations were not assumed by
JPM.

The bank financial strength ratings of Washington Mutual Bank and
Washington Mutual Bank FSB, as well as the ratings of both thrifts
for deposits, issuer and other senior obligations were withdrawn.  
The withdrawal reflects the closing of both institutions, and the
assumptions of all of their outstanding non-debt obligations by
JPM.

Downgrades:

Issuer: Bank United

  -- Subordinate Regular Bond/Debenture, Downgraded to C from Ba1

Issuer: Providian Capital I

  -- Preferred Stock Preferred Stock, Downgraded to C from Ba3

Issuer: Providian Financial Corporation

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
     Caa2 from Ba2

Issuer: Washington Mutual Bank

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of C to Ca from a range of Ba1 to Baa3

  -- Subordinate Regular Bond/Debenture, Downgraded to C from Ba1
  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
     from Baa3

Issuer: Washington Mutual Capital I

  -- Preferred Stock Preferred Stock, Downgraded to C from Ba3

Issuer: Washington Mutual Capital Trust 2001

  -- Preferred Stock Preferred Stock, Downgraded to C from Ba3

Issuer: Washington Mutual Pfd Funding (Cayman) I Ltd

  -- Preferred Stock Preferred Stock, Downgraded to C from Ca

Issuer: Washington Mutual Preferred Funding Trust I

  -- Preferred Stock Preferred Stock, Downgraded to C from Ca

Issuer: Washington Mutual Preferred Funding Trust II

  -- Preferred Stock Preferred Stock, Downgraded to C from Ca

Issuer: Washington Mutual Preferred Funding Trust III

  -- Preferred Stock Preferred Stock, Downgraded to C from Ca

Issuer: Washington Mutual Preferred Funding Trust IV

  -- Preferred Stock Preferred Stock, Downgraded to C from Ca

Issuer: Washington Mutual, Inc.

  -- Multiple Seniority Shelf, Downgraded to a range of (P)C to
     (P)Caa2 from a range of (P)Ba3 to (P)Ba2

  -- Preferred Stock Preferred Stock, Downgraded to C from Ca
  -- Subordinate Regular Bond/Debenture, Downgraded to C from Ba3
  -- Senior Subordinated Regular Bond/Debenture, Downgraded to C
     from Ba3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2
     from Ba2

Outlook Actions:

Issuer: Washington Mutual Bank FSB

  -- Outlook, Changed To Rating Withdrawn From Rating Under Review

Withdrawals:

Issuer: Washington Mutual Bank

  -- Bank Financial Strength Rating, Withdrawn, previously rated E
  -- Issuer Rating, Withdrawn, previously rated Baa3
  -- OSO Rating, Withdrawn, previously rated P-3
  -- Deposit Rating, Withdrawn, previously rated P-3
  -- OSO Senior Unsecured OSO Rating, Withdrawn, previously rated
     Baa3

  -- Multiple Seniority Bank Note Program, Withdrawn, previously
     rated P-3

  -- Senior Unsecured Deposit Note/Takedown, Withdrawn, previously
     rated Baa3

  -- Senior Unsecured Deposit Rating, Withdrawn, previously rated
     Baa3

Issuer: Washington Mutual Bank FSB

  -- Bank Financial Strength Rating, Withdrawn, previously rated E
  -- Issuer Rating, Withdrawn, previously rated Baa3
  -- OSO Rating, Withdrawn, previously rated P-3
  -- Deposit Rating, Withdrawn, previously rated P-3
  -- OSO Senior Unsecured OSO Rating, Withdrawn, previously rated
     Baa3

  -- Senior Unsecured Deposit Rating, Withdrawn, previously rated
     Baa3


WASHINGTON MUTUAL: Available Cash Remains to Be Seen, Fitch Says
----------------------------------------------------------------
With most of Washington Mutual Bank's assets now owned by JP
Morgan Chase, how much available cash remaining at WaMu's holding
company to fund potential recoveries for the senior debt holders
remains to be seen, according to Fitch Ratings, which downgraded
WaMu's Issuer Default Rating to 'C' from 'B-', reflecting the
likelihood of default.  The ratings are also placed on Rating
Watch Negative.

On Sept. 25, the Office of Thrift Supervision closed Washington
Mutual Bank, citing significant deposit outflows since Sept. 15,
2008.  The FDIC was named receiver.  Most of the bank's assets,
including its loans, all of its deposits and select other
liabilities were purchased from the FDIC by JPMorgan Chase Bank,
NA.

Washington Mutual Bank, which owned Washington Mutual fsb, was the
only significant operating subsidiary of Washington Mutual, Inc.  
It is unclear which resources, if any, remain available to satisfy
claims of WMB debtholders.  Washington Mutual, Inc. remains
outside this transaction although it is anticipated that it will
liquidate near term.  Fitch does not expect WMI preferred and
subordinated debt holders to see recoveries.  Although WMI had
several billion in cash a short time ago, it is unclear how much
of that cash remains at the holding company and might be available
to fund potential recoveries for the senior debt holders.  As a
result of the JPM transaction, long-term and short-term deposits
are now obligations of JPMorgan Chase Bank, NA and ratings have
been aligned with those of the deposits of JPMorgan Chase Bank,
NA.

Washington Mutual Bank's obligations under its mortgage bonds have
been assumed by JPMorgan Chase Bank, NA.  These mortgage bonds are
owned by WM Covered Bond Program and are securing WMCBP's covered
bonds.  A separate rating action commentary on WMCBP outstanding
debt will follow.

Fitch has taken these rating actions on WaMu and subsidiaries:

Washington Mutual Inc.
  -- Long-term IDR downgraded to 'C' from 'B-';
  -- Senior debt downgraded to 'C' from 'B-';
  -- Short-term IDR downgraded to 'C' from 'B';
  -- Short-term debt to downgraded 'C' from 'B';
  -- Subordinated debt to downgraded 'C' from 'CCC';
  -- Preferred stock to downgraded 'C' from 'CC';
  -- Individual remains at 'E'.

Washington Mutual Bank
  -- Long-term IDR withdrawn (formerly 'BB-');
  -- Short-term IDR withdrawn (formerly 'B');
  -- Support rating withdrawn (formerly 3);
  -- Support floor withdrawn (formerly 'BB-');
  -- Senior debt downgraded to 'C';
  -- Subordinated debt downgraded to 'C';
  -- Individual downgraded to 'F' from 'D/E'.

Bank United FSB
  -- Subordinated debt downgraded to 'C' from 'B-'.

Bank United Corp.
  -- Subordinated debt downgraded to 'C' from 'CCC'.

Providian Financial Corp
  -- Senior debt downgraded to 'C' from 'B-'.

Washington Mutual Preferred Funding (Cayman) I Ltd.
Washington Mutual Preferred Funding Trust I (Delaware)
Washington Mutual Preferred Funding Trust II
Washington Mutual Preferred Funding Trust III
Washington Mutual Preferred Funding Trust IV
  -- REIT preferred downgraded to 'C' from 'CC'.

Washington Mutual Capital I
Providian Capital I
  -- Trust preferred downgraded to 'C' from 'CC'.

Washington Mutual Inc.
  -- Support remains at '5';
  -- Support Floor remains at 'NF'.


WASHINGTON MUTUAL: Flowserve Replaces WaMu in S&P 500 Index
-----------------------------------------------------------
Standard & Poor's said Friday that Washington Mutual Inc. will be
replaced by Flowserve Corp. in the benchmark S&P 500 Index after
the close of trading Monday, CNNMoney.com reported Friday.

Washington Mutual Bank, Washington Mutual Inc.'s banking
subsidiary, was seized by the Federal Deposit Insurance Corp. on
Thursday.  The FDIC then sold the Seattle-based thrift's banking
assets to JPMorgan Chase & Co. for $1.9 billion.

According to CNNMoney, Flowserve, an Irving, Texas-based provider
of fluid motion and control products and services, will be
replaced in the S&P Midcap 400 by UGI Corp., which distributes and
markets energy products.  King of Prussia, Pa.-based UGI will be
replaced in the S&P SmallCap 600 by Taleo Corp., a Dublin, Calif.-
based software firm after the close of trading Wednesday.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual  
Bank, which taken over Sept. 25 by U.S. government regulators, and
Washington Mutual Bank fsb, as well as numerous non-bank
subsidiaries.  The company operates in four segments: the Retail
Banking Group, which operates a retail bank network of 2,257
stores in California, Florida, Texas, New York, Washington,
Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada,
Utah, Idaho and Connecticut; the Card Services Group, which
operates a nationwide credit card lending business; the Commercial
Group, which conducts a multi-family and commercial real estate
lending business in selected markets, and the Home Loans Group,
which engages in nationwide single-family residential real estate
lending, servicing and capital markets activities.  

Wamu owns 100% of the equity in WMI Investment.

Washington Mutual Inc. and its debtor-affiliate WMI Investment
Corp. filed separate petitons for Chapter 11 relief on Sept. 26,
2008 (Bankr. D. Del. 08-12229 and 08-12228, respectively).  The
law firm of Weil Gotshal & Manges represents the Debtors as
counsel.  When WaMu filed for protection from its creditors, it
listed assets of $32,896,605,516 and debts of $8,167,022,695.  WMI
Investment listed assets of $500,000,000 to $1,000,000,000 with
zero debts.  


WASHINGTON MUTUAL: Fitch Downgrades Ratings on 18 Notes
-------------------------------------------------------
Fitch Ratings has downgraded and affirmed ratings assigned to the
Washington Mutual Master Note Trust and Washington Mutual Master
Trust classes detailed below.  The downgrades affect 18 tranches
of notes totaling approximately $7.95 billion and are based on
performance deterioration of the underlying credit card
receivables pool.  The affirmations affect four tranches of 2005
series notes totaling $1.2 billion and are based on those notes
expected maturity being within 60 days and having already begun
accumulating principal.

Fitch has also placed all downgraded tranches on Rating Watch
Evolving, reflecting the assumption of Washing Mutual's credit
card operations by JP Morgan Chase. Despite the receivership of
Washington Mutual, JP Morgan has indicated its purchase of WaMu's
credit card business will not result in an early redemption of the
trust.  Rating Watch Evolving indicates ratings could be affirmed,
downgraded, or upgraded in the future.

All trust performance variables have deteriorated steadily over
the last six months and Fitch does not anticipate improvement near
term.  Delinquencies and chargeoffs have increased significantly;
monthly payment rates have slowed; and gross yield has decreased.  
In the last six months, chargeoffs have increased by 200 basis
points and the percentage of accounts that are 60 or more days
delinquent has remained elevated between 5% and 6%.  Compared to
prior years, fewer accounts are now able to cure after going
delinquent evidenced by the increasing roll rates.

MPR, a measure of how quickly consumers are paying their debt, was
at 8.65% in September compared to levels between 9.5% and 10%
observed earlier this year.  Gross yield, which is used to cover
trust expenses such as chargeoffs, servicing fees and funding
costs, has also experienced downward pressure in 2008.  Gross
yield has averaged 23.42% for the entire year, a 200 basis point
decline compared to the same period a year ago.

This trust was structured with a spread account which traps excess
spread when the three month average excess spread, falls below 4%.  
The spread account supports all classes however Fitch gives
benefit to it when evaluating available credit enhancement at the
BBB rating level and below.  For the 'BBB' level, Fitch assumes
that the three month average excess spread decreases from 4% to 0%
over a 12-month period.  The longer the account is able to trap
excess spread, the more likely it is to fund to the maximum of 15%
of the initial value of all bonds outstanding.  Currently the
three-month average excess spread is 4.65% and no funds have been
trapped in the spread account.  Given the rate of deterioration in
excess spread over the past few months, Fitch still expects the
spread account to fund for 12 months and will continue to monitor
this expectation.

Fitch's analysis included a comparison of observed performance
trends over the past few months to Fitch's base case expectations
for each outstanding rating category.  Fitch will continue to
monitor developments and provide additional commentary as more
details are released.

Fitch has downgraded and placed these notes on Rating Watch
Evolving:

Washington Mutual Master Note Trust
  -- WaMu Card Series $900 million class 2006-A1 to 'AA-' from
     'AAA';

  -- WaMu Card Series $750 million class 2006-A2 to 'AA-' from
     'AAA';

  -- WaMu Card Series $1.25 billion class 2006-A3 to 'AA-' from
     'AAA';

  -- WaMu Card Series $500 million class 2006-A4 to 'AA-' from
     'AAA';

  -- WaMu Card Series $1.10 billion class 2007-A1 to 'AA-' from
     'AAA';

  -- WaMu Card Series $875 million class 2007-A2 to 'AA-' from
     'AAA';

  -- WaMu Card Series $425 million class 2007-A5 to 'AA-' from
     'AAA';

  -- WaMu Card Series $200 million class 2007-A5 to 'AA-' from
     'AAA';

  -- WaMu Card Series $300 million class 2006-M1 to 'A-' from
     'AA';

  -- WaMu Card Series $200 million class 2006-B1 to 'BBB' from
     'A';

  -- WaMu Card Series $150 million class 2007-B1 to 'BBB' from
     'A';

  -- WaMu Card Series $200 million class 2006-C1 to 'BB+' from
     'BBB';

  -- WaMu Card Series $150 million class 2006-C2 to 'BB+' from
     'BBB';

  -- WaMu Card Series $200 million class 2006-C3 to 'BB+' from
     'BBB';

  -- WaMu Card Series $125 million class 2007-C1 to 'BB+' from
     'BBB';

  -- WaMu Card Series $210.19 million class 2005-D2 to 'B' from
     'BB-';

  -- WaMu Card Series $413.17 million class 2005-D2-2 to 'B' from
     'BB-'.

Washington Mutual Master Trust
  -- $80.84 million series 2004-G class E to 'B' from 'BB-'.

Fitch has also affirmed these ratings:

Washington Mutual Master Note Trust
  -- WaMu Card Series $775 million class 2005-A2 at 'AAA';
  -- WaMu Card Series $125 million class 2005-M2 at 'AA'
  -- WaMu Card Series $150 million class 2005-B2 at 'A';
  -- WaMu Card Series $150 million class 2005-C2 at 'BBB'.


US FARMS: Receives Default Notice from Centaur Farms
----------------------------------------------------
US Farms Inc. disclosed in a Securities and Exchange Commission
filing that on Sept. 3, 2008, it received a default notice from
Centaur Farms of Southern California, Inc. with respect to the
promissory note and security agreement executed on May 1, 2008.

Pursuant to the Secured Promissory Note, the company has agreed to
repay $125,000 plus any accrued interest at the rate of 20% per
annum to Centaur on September 1, 2008.  The notice relates to the
occurrence of a default arising from the company's failure to pay
the principal and interest owing under the promissory note.  
Additionally, pursuant to the loan agreement Centaur will be
entitled to recover $50,000 in liquidated damages as well as all
of its costs and expenses, including reasonable attorney's fees,
in connection with the enforcement of its rights.

As a part of the security agreement with Centaur, CEO Yan Skwara,
pledged as a security for the company's promissory note 12,500,000
shares of Series C Convertible Preferred Stock into escrow on
May 1, 2008.  Upon the occurrence of default Centaur may notify
the Escrow Agent to deliver the shares of Series C Preferred Stock
to them.  Centaur may elect at any time to sell, assign, and
deliver all or any part of the shares at any public or private
sale for cash, on credit, or for other property at a price of
Centaur's discretion provided that 5 days' notice is given to Mr.
Skwara of the time and place of any sale.  Additionally, Centaur
will be entitled to exercise the right to vote, right to receive
cash dividends or distributions, and any other rights and
preferences of the Series C Preferred Stock.  

                       About US Farms Inc.

US Farms Inc. (OTC BB: USFI.OB) -- http://www.usfarmsinc.com/--    
is a diversified commercial Farming, Nursery and Brokerage company
based in Southern California.  The company's principal operations
are located in Southern California in the Imperial Valley, North
County San Diego and Los Angeles.  US Farms Inc. grows, markets
and distributes horticultural products through a number of wholly
owned subsidiaries which include: American Nursery Exchange Inc.
(ANE); California Management Solutions Inc. (CMS); California
Produce Exchange Inc. (CPE); American Aloe Vera Growers Inc.
(AAVG); Imperial Ethanol Inc. (IE); Sammy's Produce Inc. (SPI); US
Ag Transportation Inc (USAT); US Produce Inc. (USPI); Texas Garlic
& Spice Inc. (TGS); US Trading Group, Inc. (USTG); and World
Garlic & Spice Inc. (WGS).

                       Going Concern Doubt

The company has working capital and accumulated deficits of
$3,245,645 and $25,197,785, respectively, at June 30, 2008.  For
the six months ended June 30, 2008, the company had a net loss
totaling $1,800,864. In addition, the company is in default on
certain of its promissory notes, is in litigation with a
Convertible Debenture holder and a secured note holder, and is in
default and in the litigation process with multiple vendors with
respect to the Perishable Agricultural Commodities Act (PACA).  In
addition, on June 10, 2008, the company announced that it was
divesting itself of non-performing segments of its CPE Produce
Brokerage Segment which includes tomatoes, asparagus and garlic
operations.  

US Farms Inc.'s consolidated balance sheet at June 30, 2008,
showed $2,494,244 in total assets and $4,794,871 in total
liabilities, resulting in a $2,300,627 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,549,226 in total current assets
available to pay $4,794,871 in total current liabilities.

The company reported a net loss of $104,372 on net sales of
$218,126 for the second quarter ended June 30, 2008, compared with
a net loss of $2,146,394 on net sales of $235,094 in the
corresponding period a year ago.


U.S. MEDICAL CARE: Files for Chapter 11 Reorganization
------------------------------------------------------
U.S. Medical Care Holdings, LLC has filed for Chapter 11
protection in federal bankruptcy court in West Palm Beach, Brian
Bandell of the South Florida Business Journal reported Thursday.

In 2007, SM Licensing Corp. filed suit against U.S. Medical Care
over the use of the term "cookie diet" for the company's weight
loss program.  SM Licensing owner Dr. Sanford Siegal licensed his
cookie diet to U.S. Medical Care to set up franchises, but both
parties terminated the deal in 2006, said the report.  In July,
2007, the Court ruled in favor of Dr. Siegel.

U.S. Medical Care listed 12 locations in Florida alone, not
counting locations in 13 other states and two Canadian provinces,
according to the company's website.

The company listed its two biggest creditors as Boca Raton-based
Lavi Enterprises with $481,537 in trade debt and Miami-based
Kluger Peretz Kaplan & Berlin with $130,000 in trade debt.

                     About U.S. Medical Care

Based in Boca Raton, Florida, U.S. Medical Care Holdings, LLC does
business as Smart for Life Weight Management Center.  The company
filed for Chapter 11 relief on Sept. 25, 2008 (Bankr. S.D. Fla.
Case No. 08-24027).  Kenneth S. Rappaport, Esq. represents the
Debtor as counsel.  When the Debtor filed for protection from its
creditors, it listed assets of less than $50,000, and debts of
$1,000,000 to $10,000,000.  


VEYANCE TECHNOLOGIES: Moody's Affirms 'B2' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Veyance
Technologies, Inc. -- corporate family rating at B2, probability
of default at B2, 1st lien sr. secured bank credit facility at B1;
and, 2nd lien sr. secured term loan at Caa1.  In a related action
Moody's changed the company's outlook to negative from stable.

The change in outlook to negative results from the continued
economic pressures that Veyance faces from relatively high and
volatile commodity prices.  Furthermore, operating performance,
cash generation and credit metrics are below Moody's expectations
from when Veyance was first rated as stand-alone entity in June
2007.  Lower than expected operating margins are due to the slow
US economy and higher than expected transportation and raw
material costs.  Seasonal working capital needs and lower margins
have resulted in a cash use during the company's first six months
of FY08.

The company also experienced higher than expected costs as a
stand-alone entity since it was spun off from Goodyear in August
2007.  The rating could be subject to downward adjustments if the
company's restructuring efforts and price increases fail to offset
the negative impact from high commodity prices, precluding a
restoration of credit metrics that are more in line with Moody's
expectations.

Veyance's B2 corporate family rating incorporates the company's
solid market position in providing industrial conveyor belts to
the mining sector and manufacturing industries, customer and end
market diversity, and ample cash balances.  Veyance is reducing
its dependency on the automobile industry by closing a molded
products plant in Mexico, reducing headcount, and raising prices.  
Constraining the rating is the continued volatility in raw
material prices and the cyclicality of the industrial and mining
sectors, the main drivers of Veyance's revenues.

These ratings/assessments were affected by this action:

  -- Corporate family rating affirmed at B2;
  -- Probability of default affirmed at B2;
  -- 1st Lien Sr Secured Bank Credit Facility affirmed at B1, but
     its loss given default assessment is changed to (LGD3, 36%)
     from (LGD3, 33%); and,

  -- 2nd lien Term Loan due 2015 affirmed at Caa1, but its loss
     given default assessment is changed to (LGD5, 84%) from
     (LGD5, 82%).

The last rating action was on June 11, 2007 at which time Moody's
initially assigned a B2 corporate family rating to Veyance.

Veyance Technologies, Inc., based in Fairlawn, Ohio, is the former
Engineered Products Division of The Goodyear Tire & Rubber
Company.  Veyance is a manufacturer and marketer of engineered
rubber products such as hoses, conveyor belts, power transmission
products, tracks and air springs for industrial, transportation,
military, and consumer end users.


VIRGIN MOBILE: SK Telecom Names Two Representatives to Board
------------------------------------------------------------
Virgin Mobile USA Inc. disclosed in a Securities and Exchange
Commission filing that on Sept. 16, 2008, SK Telecom USA Holdings,
Inc. designated Richard Chin and Sung Won Suh as members of the
company's Board of Directors.  SK Telecom USA made the move
pursuant to its acquisition of Helio LLC on Aug. 22, 2008, and the
related investment in the company by SK Telecom.

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- is a provider of   
wireless, pay-as-you-go communications services without annual
contracts.  Voice pricing plans range from monthly options with
unlimited nights and weekends to by-the-minute offers, allowing
consumers to adjust how and what they pay according to their
needs.  Virgin Mobiles full slate of handsets, including the Wild
Card, Super Slice and Cyclops, are available at top retailers in
more than 35,000 locations nationwide and online, with Top-Up
cards available at more than 130,000 locations.

As reported in The Troubled Company Reporter on Aug. 18, 2008, at
June 30, 2008, the company's balance sheet showed total assets of
$255.1 million and total liabilities of $656.1 million, resulting
in a $400.9 million stockholders' deficit.


VIRGIN MOBILE: Sprint Ventures & Corvina Entities Disclose Stake
----------------------------------------------------------------
In separate Schedule 13Ds, Sprint Ventures, Inc., and Corvina
Holdings Limited, et al., disclosed that they each may be deemed
to beneficially own 52,040,316 shares of Virgin Mobile USA, Inc.'s
Class A Common Stock, representing 63.1% of the outstanding
shares.

The Troubled Company Reporter reported on Sept. 23, 2008, that SK
Telecom Co., Ltd., made the same disclosure.

Corvina Holdings Limited's Schedule 13D was jointly filed with:

   -- Cortaire Limited,

   -- Gamay Holdings Limited,

   -- Virgin Group Holdings Limited,

   -- Sir Richard Branson,

   -- Cougar Investments Limited,

   -- Plough Investments Limited,

   -- Deutsche Bank Trustee Services (Guernsey) Limited as
      trustee for The Virgo Trust, The Libra Trust, The Jupiter
      Trust, The Mars Trust, The Venus Trust, The Leo Trust and
      The Gemini Trust; and

   -- RBC Trustees (CI) Limited as trustee for The Aquarius
      Trust, The Aries Trust, The Capricorn Trust, The Pisces
      Trust and The Saturn Trust.

Sprint Ventures' Schedule 13D amends the Schedule 13G filed with
the Securities and Exchange Commission on Feb. 13, 2008.  
According to Sprint Ventures, its Schedule 13D is being filed as a
result of its entry into an Amended and Restated Stockholder's
Agreement, dated August 22, 2008, among Virgin Mobile USA, Inc.,
Corvina Holdings Limited, Cortaire Limited, SK Telecom USA
Holdings, Inc. and Sprint Ventures, Inc., whereby Sprint Ventures
may be deemed to constitute a "group" with certain of the parties
to that agreement.  Sprint Ventures does not, however, affirm the
existence of any group.

A full-text copy of Sprint Ventures' Schedule 13D is available for
free at http://researcharchives.com/t/s?32a2

The Corvina Entities note that SK Telecom USA Holdings, Inc.,
EarthLink, Inc., and Helio, Inc., acquired:

   -- 10,999,373 common units of Virgin Mobile USA, L.P.,

   -- 1,807,259 common units of Virgin Mobile USA, L.P., and

   -- 193,368 shares of Class A Common Stock of the Virgin Mobile
      USA, Inc.,

in connection with:

   -- SK Telecom's transfer of 316,504,681 preferred membership
      units of Helio LLC to Virgin Mobile USA, L.P.,

   -- EarthLink's transfer of 52,003,535 preferred membership
      units of Helio LLC to Virgin Mobile USA, L.P., and

   -- Helio, Inc.'s transfer of 5,564,149 common membership units
      of Helio LLC to Virgin Mobile USA, Inc.

Upon the execution of an Amended and Restated Stockholders'
Agreement of Virgin Mobile USA, Inc., dated as of Aug. 22, 2008,
by and among Virgin Mobile USA, Inc., Corvina, Cortaire, SK
Telecom and Sprint Ventures, Inc., the Corvina Entities acquired
shared voting power over the 10,999,373 common units of Virgin
Mobile USA, L.P., held by SK Telecom and the 193,368 shares of
Class A Common Stock held by Helio, Inc., which is currently
controlled by SK Telecom.

The Corvina Entities say that they presently intend to hold the
Class A Common Stock for investment purposes.

A full-text copy of the Corvina Entities' Schedule 13D is
available for free at http://researcharchives.com/t/s?32a3

                     About Virgin Mobile USA Inc.

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- is a provider of   
wireless, pay-as-you-go communications services without annual
contracts.  Voice pricing plans range from monthly options with
unlimited nights and weekends to by-the-minute offers, allowing
consumers to adjust how and what they pay according to their
needs.  Virgin Mobiles full slate of handsets, including the Wild
Card, Super Slice and Cyclops, are available at top retailers in
more than 35,000 locations nationwide and online, with Top-Up
cards available at more than 130,000 locations.

As reported in The Troubled Company Reporter on Aug. 18, 2008, at
June 30, 2008, the company's balance sheet showed total assets of
$255.1 million and total liabilities of $656.1 million, resulting
in a $400.9 million stockholders' deficit.


VONAGE HOLDINGS: Extends Tender Offer to September 29
-----------------------------------------------------
Vonage Holdings Corp. extended the expiration date of its offer to
purchase for cash any and all of its outstanding 5.0% Senior
Unsecured Convertible Notes due 2010 to 5:00 p.m., New York City
time, on Sept. 29, 2008.  The expiration date may be further
extended or terminated.  

As of 5:00 p.m., New York City time on Sept. 15, 2008, Vonage said  
$253.26 million aggregate principal amount of Notes have been
validly tendered and not properly withdrawn.

As of June 30, 2008, Vonage had a working capital deficit of
$239.6 million caused primarily by $253.4 million of convertible
notes due December 1, 2010, which is being classified as a current
liability since they can be put by the holders on December 16,
2008.

On July 22, 2008, Vonage entered into a commitment letter with
Silver Point Finance, LLC establishing the terms and conditions of
a $185 million initial private debt financing.  Silver Point has
also agreed, subject to certain conditions, to use commercially
reasonable efforts to assemble a syndicate of other lenders to
provide up to $30 million of incremental private debt financing.

The closing for the Initial Financing is expected to occur in the
third quarter of 2008. Silver Point has committed to be allocated
$125 million of the Initial Financing and it is a condition to
closing of the Initial Financing that Vonage obtains commitments
from a permitted group for the remaining amounts of the Initial
Financing. Silver Point may syndicate a portion of its commitment.

Vonage intends to use the proceeds of the Initial Financing less
estimated fees and expenses of approximately $21 million to $24
million, of which approximately $3 million has been paid as of
June 30, 2008, plus cash on hand, to repurchase Vonage's existing
Notes in a tender offer commenced on July 31, 2008.  Assuming all
holders tender all of their Notes and such Notes are accepted
pursuant to the Offer on the expiration date, the aggregate cost
to us of such repurchases, for principal, accrued and unpaid
interest and all fees and expenses, will be approximately
$257.6 million.

"There can be no assurance that we will be successful in
completing this or any other refinancing transaction, which raises
substantial doubt as to our ability to continue as a going
concern. The unaudited consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty," Vonage had said in an August regulatory filing.

Miller Buckfire & Co., LLC is acting as Dealer Manager and D.F.
King & Co., Inc. is acting as the Information Agent in connection
with the offer.

American Stock Transfer & Trust Company, LLC is the Depositary for
the offer.

                    About Vonage Holdings Corp.

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband            
telephone services with nearly 2.6 million subscriber lines.  The
company's Residential Premium Unlimited and Small Business  
Unlimited calling plans offer consumers unlimited local and long
distance calling, and features like call waiting, call forwarding
and voicemail  for a flat monthly rate.  Vonage's service is sold
on the web and through national retailers including Best Buy,
Circuit City, Wal-Mart Stores Inc. and Target and is available to
customers in the U.S., Canada and the United Kingdom.

                        Going Concern Doubt

BDO Seidman, LLP, in Woodbridge, New Jersey, raised substantial
doubt as to Vonage Holdings Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.

Vonage Holdings's balance sheet at June 30, 2008, showed
$466.1 million in total assets and $551.9 million in total
liabilities, resulting in an $85.8 million stockholders' deficit.


VTA OKLAHOMA: Obtains Interim Authority to Use Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma
granted VTA Oklahoma City, LLC doing business as Shepherd Mall,
authority to use cash collateral to maintain operations on an
interim basis, until an Oct. 7 hearing, Marie Price of The Journal
Record (Oklahoma) reported Friday.

As reported in the Troubled Company Reporter on Sept. 23, 2008,
the Debtor requested the Court for authority to use up to $190,000
in cash collateral to continue paying operating and other expenses
through Dec. 31, saying that it has no financing source other that
cash collateral.

Ms. Price said that LaSalle Bank NA, trustee for lender LB-UBS
Commercial Mortgage Trust, agreed to the interim cash-collateral
proposal, which is limited to actual, ordinary and necessary
operating expenses.

The mall's owners owe the lender about $31.7 million.

Judge T.M. Weaver also granted VTA's request for an extension of
the time during which utilities are prohibited from discontinuing
services.

                     About VTA Oklahoma City

Based in Oklahoma city, VTA Oklahoma City, LLC dba Shepherd Mall,
filed for Chapter 11 protection on Sept. 10, 2008 (Bankr. W.D.
Okla. 08-13982).  Joseph A. Friedman, Esq., at Coleman & Logan PC,
represents the Debtor as counsel.

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.


WARNER MUSIC: Names Steven Macri as Chief Financial Officer
-----------------------------------------------------------
Warner Music Group Corp. disclosed in a Securities and Exchange
Commission filing on Sept. 16, 2008, that Lyor Cohen and Michael
Fleisher have each been promoted to Vice Chairman and Steven Macri
has been named Chief Financial Officer.

Mr. Cohen has been named Vice Chairman, Warner Music Group Corp.
and Chairman and CEO, Recorded Music - Americas and the U.K. In
his new position, Mr. Cohen will add oversight of WMG's U.K. and
Latin American recorded music operations to his current
responsibilities in the U.S. and Canada.

Mr. Fleisher has been named WMG's Vice Chairman, Strategy and
Operations. In his new position, Mr. Fleisher will oversee global
corporate strategy and operations and will lead the transformation
of WMG's business models and operational processes.  He will also
continue to lead corporate development as well as the company's
investor relations and information technology departments.

Mr. Macri has been named Executive Vice President and Chief
Financial Officer of WMG. In his new position, he will be
responsible for the company's worldwide financial operations. Mr.
Macri, age 39, has served as WMG's Senior Vice President and
Global Controller since February 2005. Prior to joining WMG, he
held the position of Vice President Finance at Thomson Learning
(now Cengage Learning), which was a division of The Thomson
Corporation.  From 1998 to 2004, Mr. Macri held various financial
and business development positions at Gartner, Inc. including SVP,
Business Planning and Operations and SVP, Controller.

Mr. Macri has entered into an employment agreement with Warner
Music Inc. on July 21, 2008.  The employment agreement, among
other things, includes:

   -- the term of Mr. Macri's employment agreement shall end on
      Dec. 31, 2012; and

   -- upon elevation to the position of Chief Financial Officer,
      an annual base salary of $600,000 and a target bonus of
      $600,000.

In the event the Company terminates his employment agreement for
any reason other than for cause or if Mr. Macri terminates his
employment for good reason, each as defined in the agreement, Mr.
Macri will be entitled to severance benefits equal to:

   -- $1,200,000;

   -- a pro-rated target bonus; and

   -- continued participation in the Company's group health and
      life insurance plans for up to one year after termination.

The employment agreement also contains standard covenants relating
to confidentiality and a one-year post-employment non-solicitation
covenant.

In addition, pursuant to the terms of Mr. Macri's employment
agreement, he received an award of 175,000 stock options of WMG.
The option grant was made under WMG's Amended and Restated 2005
Omnibus Award Plan.  Pursuant to WMG policy, the options were
granted on Aug. 15, 2008, the first 15th of the month following
approval of the grant by the Compensation Committee and execution
of the employment agreement, and the exercise price of the options
is the "fair market value" of the WMG common stock as defined in
the Plan, which is the closing price on the NYSE on the grant date
or the last preceding date if there is no such sale on that date.
The exercise price of the options is $7.56 per share, which was
the closing price on Aug. 15, 2008.  The options will generally
vest 25% a year over four years (subject to continued employment)
and will have a term of 10 years.

                      About Warner Music

Warner Music Group Corp. -- http://www.wmg.com/-- (NYSE: WMG)
is a publicly traded in the United States.  With its broad
roster of new stars and legendary artists, Warner Music Group is
home to a collection of the best-known record labels in the
music industry including Asylum, Atlantic, Bad Boy, Cordless,
East West, Elektra, Lava, Nonesuch, Reprise, Rhino, Roadrunner,
Rykodisc, Sire, Warner Bros. and Word.  Warner Music
International, a leading company in national and international
repertoire, operates through numerous international affiliates
and licensees in more than 50 countries.  Warner Music Group
also includes Warner/Chappell Music, one of the world's leading
music publishers, with a catalog of more than one million
copyrights worldwide.

Outside the United States, the company has two subsidiaries in
Austria, one in Nova Scotia and another in Luxembourg.  It has
Latin American operations in Argentina, Brazil and Chile.

                        *     *     *

As reported in the Troubled Company Reporter on June 2, 2008,
Standard & Poor's Rating Services affirmed its ratings on New York
City-based Warner Music Group Corp., including its 'BB-' corporate
credit rating, based on its expectation that the company will have
sufficient resources to meet its financial covenant step-downs
over the near term.  

S&P removed all ratings from CreditWatch with negative
implications, where they were placed on Feb. 22, 2007.  At the
same time, S&P raised its rating on the company's $1.65 billion
senior secured credit facility to 'BB' from 'BB-' and revised the
recovery rating to '2' from '4'.  The '2' recovery rating
indicates S&P's expectation that lenders can expect substantial
(70%-90%) recovery in the event of a payment default.  The outlook
is negative.

Warner Music reported total assets of $4.5 billion, total
liabilities of $4.6 billion, and $99 million in stockholders'
deficit as of June 30, 2008.


WASHINGTON MUTUAL: SEC Subpoenas Funds on Share Manipulation
------------------------------------------------------------
The U.S. Securities and Exchange Commission subpoenaed more than
two dozen hedge funds last week as part of its probe on whether
traders were spreading rumors to manipulate shares, Kara Scannell
at The Wall Street Journal reports, citing people familiar with
the matter.

Elizabeth MacDonald at Foxbusiness.com relates that the SEC has
subpoenaed 50 hedge funds to find out if they were engaging in
rumor mongering to drive down shares in 19 financial companies
"they had shorted in naked short sales to book a profit."

According to WSJ, the subpoenas identified these financial
institutions affected by manipulation:

     -- American International Group Inc.,
     -- Goldman Sachs Group Inc.,
     -- Lehman Brothers Holdings Inc.,
     -- Morgan Stanley,
     -- Washington Mutual Inc., and
     -- Merrill Lynch & Co.

WSJ relates that the subpoenas seek trading data -- include
details of funds' positions in stocks, derivatives, swaps and
other financial instruments, when trades were initiated and
settled, and whom they involved -- and e-mail communications
between Sept. 1 and Sept. 19, when certain financial markets came
close to freezing up.  


                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual  
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.


WASHINGTON MUTUAL: S&P Puts Default Ratings to Unsec. & Sub. Debts
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its counterparty credit
rating and senior unsecured debt ratings on Washington Mutual Inc.
to 'D' from 'CCC'.  Standard & Poor's also said that it revised
its subordinated debt and preferred stock ratings on WaMu to 'D'
from 'CC'.
     
JPMorgan Chase & Co. (JPM; AA-/Negative/A-1+) has agreed to
acquire all of Washington Mutual Bank's deposits, so S&P raised
the uninsured deposit rating on Washington Mutual Bank to 'AA-/A-
1+' from 'BBB-/A-3'.  However, JPM did not acquire the bank's
senior and subordinated debt, so those debts reside in the FDIC
receivership.  Therefore, S&P also revised the counterparty credit
rating on Washington Mutual Bank to 'R' from 'BBB-' and the senior
unsecured debt and subordinated debt ratings on the bank to 'D'
from 'BBB-' and 'BB+', respectively, signifying regulatory
intervention.
      
"These rating actions stem from the bank's placement in FDIC
receivership and its simultaneous sale to JPM," explained Standard
& Poor's credit analyst Victoria Wagner.  "As a result of the
bank's receivership status, we expect the holding company to file
bankruptcy."


WHITEHALL JEWELERS: Aims for October 30 Lease Auction
-----------------------------------------------------
Bill Rochelle of Bloomberg News reports that Whitehall Jewelers
Holdings, Inc., and its debtor-affiliates Whitehall Jewelers,
Inc., will hold an Oct. 30, 2008 auction for their leases.

According to the report, the U.S. Bankruptcy Court for the
District of Delaware has set an Oct. 3 hearing to consider
authorizing procedures for the lease auction.  The Debtors are
aiming on requiring initial bids by Oct. 24 and holding a Nov. 14
hearing to approve the sale of leases, according to the report.

The Debtors also want permission from the Court to retain DJM
Asset Management, LLC, as agent to assist in marketing the leases,
according to the report.

As reported by the Troubled Company Reporter on Sept. 17, 2008,
Whitehall Jewelers selected DJM Realty, a Gordon Brothers Group
Company, to exclusively manage the national disposition of all
remaining retail store leases in the United States.  Included in
the disposition project are leases of former Friedman Jewelers and
Crescent Jewelers which Whitehall acquired earlier this year.

"These 355 leases that DJM Realty will be marketing range in size
from 500 to 3,800 square feet," Michael Jerbich, senior managing
director of DJM Realty, had said.  "We are pleased to offer these
prime locations to retailers; The Whitehall Jewelers portfolio
offers stores located in high-traffic areas at or near the 50 yard
line in upscale malls throughout the country."

The remaining Whitehall Jewelers store leases are available in the
following locations: Alabama, Arkansas, Arizona, California,
Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois,
Indiana, Kentucky, Louisiana, Maryland, Massachusetts, Michigan,
Minnesota, Mississippi, Missouri, North Carolina, Nebraska,
Nevada, New Hampshire, New Jersey, New Mexico, New York, Ohio,
Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee, Texas,
Virginia, Washington, Wisconsin and West Virginia.

                    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).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, represent the Debtors in their restructuring efforts.  
Epiq Bankruptcy Solutions LLC is their claims, noticing and
balloting agent.

When the Debtors filed for protection against their creditors,
they listed total assets of $207,100,000 and total debts of
$185,400,000.


XERIUM TECHNOLOGIES: Makes Changes to Asian Division
----------------------------------------------------
Thomas Carroll Johnson, president of Xerium Technologies, Inc.'s
Asian Division, filed a Form 3 with the Securities and Exchange
Commission on Sept. 12, 2008, disclosing that "no securities are
beneficially owned."

In a Sept. 4 press release, Xerium Technologies disclosed changes
to Xerium's Asian Division management structure "aimed at
accelerating customer engagement and revenue growth, capitalizing
on the significant capital investment the company has made in Asia
with its new Vietnamese forming fabric plant, and acquisition of
two roll cover businesses in December 2007."

Mr. Johnson's appointment as president for Xerium Asia was
effective Sept. 4.

Commenting on the appointment, Stephen Light, President, Chief
Executive Officer and Chairman, said, "Tom brings proven executive
leadership experience in developing and nurturing Asian business
to business relationships and revenue growth to his new
assignment, as well as a solid background in operational
management developed in businesses serving both OEM and
consumables markets worldwide.  The customer base he served
included major manufacturers in China and Japan in the aerospace,
electronics, and commercial manufacturing markets.  Tom also led
successful alliance projects between his former employer, Flow
International Corporation, and Chinese manufacturing companies
leading to the development of jointly marketed products worldwide.

"Prior to joining Xerium in April 2008, Tom was Executive Vice
President-Asia at Flow International, Senior Vice President-
Operations at Flow International, and a Plant Manager for Paccar,
the world's largest class 8 over the road truck tractor
manufacturer where he was responsible for the Greenfield
construction and start up of a major truck plant."

Direct reports to Mr. Johnson include:

   -- Bill Roth, responsible for Asia Clothing Sales,

   -- William Leishman, recently appointed and responsible for
      China Roll sales,

   -- Geoff Charnley, responsible for all Asian Operations,

   -- Graeme Noble, responsible for the Vietnam facility
      construction project, and

   -- Chang Liu, Asia's financial controller.

Cheryl Diuguid, formerly Division President-Asia, has left the
company to pursue other interests.

                    About Xerium Technologies

Based on Youngsville, North Carolina, Xerium Technologies Inc.
(NYSE: XRM) -- http://www.xerium.com/-- manufactures and supplies  
two types of consumable products used in the production of paper:
clothing and roll covers.  With 35 manufacturing facilities in 15
countries around the world, Xerium has approximately 3,700
employees.

                         *     *     *

As disclosed in the Troubled Company Reporter on June 9, 2008,
Moody's Investors Service revised Xerium Technologies, Inc.'s
outlook to positive from negative, upgraded its speculative grade
liquidity rating to SGL-3 from SGL-4, and upgraded its probability
of default rating to Caa1 from Caa2.

As related in the Troubled Company Reporter on June 5, 2008,
Standard & Poor's Ratings Services affirmed its ratings on Xerium
Technologies Inc., including the 'CCC+' corporate credit rating,
and removed them from CreditWatch, where they were originally
placed with negative implications on March 19, 2008.  At the same
time, S&P assigned a positive outlook.


YOUNG BROADCASTING: Mario Gabelli Discloses 8.6% Equity Stake
----------------------------------------------------------------
On Sept. 22, 2008, Mario J. Gabelli, GGCP, Inc., Gabelli Funds,
LLC, Teton Advisors, Inc., GAMCO Asset Management Inc., and GAMCO  
Investors, Inc., filed with the Securities and Exchange Commission
their Amendment No. 53 to Schedule 13D on the Class A Common Stock
of Young Broadcasting Inc.

The aggregate number of securities is 1,879,000 shares,
representing 8.6% of the 21,836,161 shares outstanding:

                            Shares of         % of Class of
   Name                     Common Stock      Common Stock
   ----                     ------------      -------------
   Gabelli Funds                 810,000            3.71%
   GAMCO                       1,039,000            4.76%
   Teton Advisors                 30,000            0.14%

Mario Gabelli is deemed to have beneficial ownership of the
securities owned beneficially by each of Gabelli Funds, GAMCO and
Teton Advisors.  Mario Gabelli is the majority stockholder and
Chief Executive Officer of GGCP and Chairman and Chief Executive
Officer of GAMCO Investors, Inc.  

A full-text copy of the Gabelli Entities' Amended Schedule 13D is
available for free at http://researcharchives.com/t/s?32a6

                     About Young Broadcasting

Headquartered in New York City, Young Broadcasting Inc. --
http://www.youngbroadcasting.com/-- owns ten television stations   
and the national television representation firm, Adam Young Inc.  
Five stations are affiliated with the ABC Television Network,
three are affiliated with the CBS Television Network, one is
affiliated with the NBC Television Network, and one is affiliated
with MyNetwork.  In addition, KELO-TV-Sioux Falls, SD is also the
MyNetwork affiliate in that market through the use of its digital
channel capacity.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 9, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue-level ratings on New York City-based Young
Broadcasting Inc.  The corporate credit rating was lowered to
'CCC' from 'CCC+'.  The rating outlook is negative.  The company
had about $826 million of outstanding debt as of June 30, 2008.


ZAP IMPORT: Wants to Hire Monge Robertin as Restructuring Advisor
-----------------------------------------------------------------
Zap Import & Export Inc. asks permission from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ Jose M. Monge
Robertin, CPA, CIRA and Monge Robertin & Co. CPA, C.S.P. as its
insolvency and restructuring advisors on all financial matters
pertaining to the reorganization in its Chapter 11 proceedings.

The engagement does not provide for a payment of a deposit, but
rather advances equal to 70% of the fees billed on a monthly
basis.

To the best of the Debtor's knowledge, the Firm does not hold any
interst adverse to the Debtor's estate and is a "disinterested
person" under the U.S. Bankruptcy Code.

Based in San Juan, Puerto Rico, Zap Import & Export Corp. imports
and exports motor vehicle supplies and new parts.  The company
filed for Chapter 11 protection on Sept. 3, 2008 (Bankr. D. P.R.
Case No. 08-05799).  Winston Vidal Gambaro, Esq., represents the
Debtor.  The Debtor's Schedules showed assets of $11,056,928 and
liabilities of $11,161,127.


ZEALOUS TRADING: June 30 Balance Sheet Upside-Down by $3,721,580
----------------------------------------------------------------
Zealous Trading Group Inc.'s consolidated balance sheet at
June 30, 2008, showed $5,927,968 in total assets and $9,649,548 in
total liabilities, resulting in a $3,721,580 stockholders'
deficit.

The company reported a net loss of $2,250,730 on total revenues of
$144,621 for the second quarter ended June 30, 2008, compared with
a net loss of $415,677 on total revenues of $242,000 in the same
period of 2007.

During the three months ended June 30, 2008 and June 30, 2007, the
company incurred operating expenses of $1,171,668 and $586,485,
respectively, an increase of $585,183 because of increased
operating activities.  The company incurred $1,519,263 in interest
expense during the three months ended June 30, 2008, compared to
$48,372 in interest expense during the three months ended June 30,
2007, because of interest expense on the increased borrowings
subsequent to June 30, 2007.  Interest expense of $1,519,263
included a non-cash amortization of discount on debt of $477,375
and deferred financing cost of $954,750.  The net operating loss
figures for the three months ended June 30, 2008, and 2007, were
$2,250,730 and $415,677, respectively.

The company had a bank overdraft of $66,086 on June 30, 2008.  The
available cash balance as at June 30, 2007, was $16,526.  

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?32f7

                       Going Concern Doubt

At June 30, 2008, the company has not yet achieved profitable
operations and has insufficient working capital to fund ongoing
operations and expects to incur further losses in the development
of its ZATS trading platform, which plans to be a global
electronic marketplace used to support and execute trades for
buyers and sellers of restricted and illiquid securities.  

These circumstances cast substantial doubt about the company's
ability to continue as a going concern.

                      About Zealous Trading  

Headquartered in Tustin, California, Zealous Trading Group, Inc.
(OTC: ZLST.OB) -- http://www.zealousats.com/-- develops an  
integrated electronic platform for the trading of alternative
assets to private clients, broker dealers, hedge funds, family
offices, mutual funds, corporations, and other financial
intermediaries.  The company offers Zealous alternative trading
platform, an electronic marketplace used to support and execute
trades for buyers and sellers of restricted and illiquid
securities.  It also provides securities, brokerage and trading,
and merchant and investment banking related services.


* S&P Trims Ratings on 107 Classes from 17 RMBS Transactions
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 107
classes from 17 residential mortgage-backed securities
transactions backed by U.S. subprime mortgage loan collateral
issued in 2006.  At the same time, S&P removed 76 of the lowered
ratings from CreditWatch with negative implications.  In addition,
S&P affirmed its ratings on 87 classes from the same 17 RMBS
transactions, affirmed 10 ratings on one additional transaction,
and removed 59 of the affirmed ratings from CreditWatch negative.

The downgraded classes represent an original par amount of
approximately $6.85 billion, or about 2% 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 $1.74 billion of the total amount of affected
securities.  In addition, the classes that S&P affirmed represent
an original par amount of approximately $8.17 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 "&P
Revises Deal-Specific Projected Losses For U.S. Subprime RMBS
Issued In 2006, 2007," published Aug. 19, 2008, on RatingsDirect,
S&P's 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
S&P's initial projections.  S&P believes that adjusting its
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 S&P 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 S&P's
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 2,263 classes from 300
U.S. subprime RMBS transactions from the 2006 and 2007 vintages.  
Currently, S&P's ratings on 1,021 classes from 217 U.S. subprime
RMBS transactions from the 2005, 2006, and 2007 vintages are
currently on CreditWatch negative.
     
                         Rating Actions

Fieldstone Mortgage Investment Trust, Series 2006-3
Series      2006-3

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A        316599AA7     A              AAA/Watch Neg
2-A1       316599AB5     AAA            AAA/Watch Neg
2-A2       316599AC3     AAA            AAA/Watch Neg
2-A3       316599AD1     A              AAA/Watch Neg
2-A4       316599AE9     A              AAA/Watch Neg
M1         316599AF6     B              BBB/Watch Neg
M2         316599AG4     B-             B/Watch Neg
M3         316599AH2     CCC            B/Watch Neg

First Franklin Mortgage Loan Trust 2006-FF17
Series      2006-FF17
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A1         32028KAA4     BB             BB/Watch Neg
A2         32028KAB2     BB             BB/Watch Neg
A3         32028KAC0     AAA            AAA/Watch Neg
A4         32028KAD8     AAA            AAA/Watch Neg
A5         32028KAE6     BB             BB/Watch Neg
A6         32028KAF3     BB             BB/Watch Neg
M1         32028KAG1     B              B/Watch Neg

First Franklin Mortgage Loan Trust 2006-FF5
Series      2006-FF5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-IO       32027EAA9     AAA            AAA/Watch Neg
I-A        32027EAB7     AA             AAA/Watch Neg
II-A-3     32027EAE1     AA             AAA/Watch Neg
II-A-4     32027EAF8     AA             AAA/Watch Neg
II-A-5     32027EAG6     AAA            AAA/Watch Neg
M-1        32027EAH4     BBB            AA+/Watch Neg
M-2        32027EAJ0     B              BB/Watch Neg
II-A-2     32027EAD3     AAA            AAA/Watch Neg
M-3        32027EAK7     B-             B/Watch Neg
M-6        32027EAN1     CC             CCC

Fremont Home Loan Trust 2006-A
Series 2006-A
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      35729RAA4     AAA            AAA/Watch Neg
1-A-2      35729RAB2     AAA            AAA/Watch Neg
2-A-2      35729RAD8     AAA            AAA/Watch Neg
2-A-3      35729RAE6     AAA            AAA/Watch Neg
2-A-4      35729RAF3     AA             AAA/Watch Neg
M-1        35729RAG1     B              AA/Watch Neg
M-2        35729RAH9     B-             B/Watch Neg
M-6        35729RAM8     CC             CCC

JPMorgan Mortgage Acquisition Trust 2006-ACC1
Series 2006-ACC1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        46628RAA3     AAA            AAA/Watch Neg
A-3        46628RAC9     AAA            AAA/Watch Neg
A-4        46628RAD7     AAA            AAA/Watch Neg
A-5        46628RAE5     AAA            AAA/Watch Neg
M-1        46628RAF2     AA+            AA+/Watch Neg
M-2        46628RAG0     B              A/Watch Neg
M-3        46628RAH8     B-             BB/Watch Neg
M-8        46628RAN5     CC             CCC

JPMorgan Mortgage Acquisition Trust 2006-NC1
Series 2006-NC1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        46626LJL5     AAA            AAA/Watch Neg
A-3        46626LJN1     AAA            AAA/Watch Neg
A-4        46626LJP6     AAA            AAA/Watch Neg
A-5        46626LJQ4     AAA            AAA/Watch Neg
M-1        46626LJR2     BBB            AA/Watch Neg
M-2        46626LJS0     B-             B/Watch Neg
M-11       46626LKB5     D              CC

Long Beach Mortgage Loan Trust 2006-5
Series 2006-5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A        54251PAA5     A              AAA/Watch Neg
II-A-2     54251PAC1     AAA            AAA/Watch Neg
II-A-3     54251PAD9     AA             AAA/Watch Neg
II-A-4     54251PAE7     A              AAA/Watch Neg
M-1        54251PAF4     B              BBB/Watch Neg
M-2        54251PAG2     B-             BB/Watch Neg
M-3        54251PAH0     CCC            B/Watch Neg
M-5        54251PAK3     CC             CCC
M-6        54251PAL1     CC             CCC
M-7        54251PAM9     CC             CCC
M-8        54251PAN7     D              CC

Merrill Lynch Mortgage Investors Trust, Series 2006-RM5
Series 2006-RM5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        59023FAS4     B              B/Watch Neg
A-2A       59023FAA3     AA             AA/Watch Neg
A-2B       59023FAB1     A              A/Watch Neg
A-2C       59023FAC9     B              B/Watch Neg
A-2D       59023FAD7     B              B/Watch Neg
M-4        59023FAH8     D              CC
M-5        59023FAJ4     D              CC
M-6        59023FAK1     D              CC

RASC Series 2006-EMX4 Trust
Series 2006-EMX4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-2        75406DAB9     AAA            AAA/Watch Neg
A-3        75406DAC7     AAA            AAA/Watch Neg
A-4        75406DAD5     AA             AAA/Watch Neg
M-1        75406DAE3     BB             AA+/Watch Neg
M-2        75406DAF0     B              A/Watch Neg
M-3        75406DAG8     B-             BBB/Watch Neg
M-4        75406DAH6     CCC            B/Watch Neg
M-6        75406DAK9     CC             CCC
M-7        75406DAL7     CC             CCC
M-8        75406DAM5     CC             CCC
M-9        75406DAN3     D              CCC

Saxon Asset Securities Trust 2006-3
Series 2006-3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        80556AAA5     AAA            AAA/Watch Neg
A-2        80556AAB3     AAA            AAA/Watch Neg
A-3        80556AAC1     AA             AAA/Watch Neg
A-4        80556AAD9     A              AAA/Watch Neg
M-1        80556AAE7     BB             AA+/Watch Neg
M-2        80556AAF4     B              BBB/Watch Neg
M-3        80556AAG2     B-             BB/Watch Neg
M-4        80556AAH0     CCC            B/Watch Neg

Securitized Asset Backed Receivables LLC Trust 2006-NC1
Series 2006-NC1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        81375HAA7     AAA            AAA/Watch Neg
A-2        81375HAB5     AAA            AAA/Watch Neg
A-3        81375HAC3     A              AA/Watch Neg
M-2        81375HAE9     CC             CCC
M-3        81375HAF6     CC             CCC

Specialty Underwriting and Residential Finance Trust, Series
2006-AB1
Series 2006-AB1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-2        84751PKU2     AAA            AAA/Watch Neg
A-3        84751PKV0     AAA            AAA/Watch Neg
A-4        84751PKW8     AA             AAA/Watch Neg
M-1        84751PKX6     BBB            AA+/Watch Neg
M-2        84751PKY4     B              AA+/Watch Neg

M-3        84751PKZ1     B-             AA+/Watch Neg
M-4        84751PLA5     CCC            AA/Watch Neg
M-5        84751PLB3     CCC            AA/Watch Neg
M-6        84751PLC1     CCC            A+/Watch Neg
B-1        84751PLD9     CCC            A/Watch Neg
B-2        84751PLE7     CC             CCC
B-3        84751PLF4     CC             CCC

Specialty Underwriting and Residential Finance Trust, Series
2006-AB2
Series 2006-AB2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        84751VAA4     A              AAA/Watch Neg
A-2A       84751VAB2     AAA            AAA/Watch Neg
A-2B       84751VAC0     AAA            AAA/Watch Neg
A-2C       84751VAD8     AAA            AAA/Watch Neg
A-2D       84751VAE6     A              AAA/Watch Neg
M-1        84751VAF3     BB             AA+/Watch Neg
M-2        84751VAG1     B              AA/Watch Neg
M-3        84751VAH9     B-             AA/Watch Neg
M-4        84751VAJ5     CCC            AA-/Watch Neg
M-5        84751VAK2     CCC            A+/Watch Neg
M-6        84751VAL0     CCC            BBB/Watch Neg
B-1        84751VAM8     CCC            BB/Watch Neg
B-2        84751VAN6     CC             B/Watch Neg
B-3        84751VAP1     CC             B/Watch Neg

Specialty Underwriting and Residential Finance Trust, Series
2006-BC5
Series 2006-BC5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        84751NAA2     A              AAA/Watch Neg
A-2A       84751NAB0     AAA            AAA/Watch Neg
A-2B       84751NAC8     AAA            AAA/Watch Neg
A-2C       84751NAD6     AAA            AAA/Watch Neg
A-2D       84751NAE4     AA             AAA/Watch Neg
A-2E       84751NAF1     A              AAA/Watch Neg
M-1        84751NAG9     BB             AA+/Watch Neg
M-2        84751NAH7     B              BBB/Watch Neg
M-3        84751NAJ3     B-             BB/Watch Neg

Structured Asset Investment Loan Trust 2006-3
Series 2006-3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A2         863587AB7     BBB            AAA/Watch Neg
A1         863587AA9     BBB            AAA/Watch Neg
A3         863587AC5     AAA            AAA/Watch Neg
A4         863587AD3     AAA            AAA/Watch Neg
A5         863587AE1     A              AAA/Watch Neg
A6         863587AF8     BBB            AAA/Watch Neg
M1         863587AG6     B-             BB/Watch Neg
M3         863587AJ0     CC             CCC
M4         863587AK7     CC             CCC
M5         863587AL5     CC             CCC
M6         863587AM3     CC             CCC
M8         863587AP6     D              CC

Structured Asset Securities Corporation Mortgage Loan Trust
2006-AM1
Series 2006-AM1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A1         86359XAA1     AAA            AAA/Watch Neg
A2         86359XAB9     AAA            AAA/Watch Neg
A3         86359XAC7     AAA            AAA/Watch Neg
A4         86359XAD5     AAA            AAA/Watch Neg
A5         86359XAE3     AAA            AAA/Watch Neg
M1         86359XAF0     A              AA+/Watch Neg
M2         86359XAG8     B              BB/Watch Neg
M6         86359XAL7     CC             CCC
M7         86359XAM5     CC             CCC
B2         86359XAR4     D              CC

Structured Asset Securities Corporation Mortgage Loan Trust
2006-BC1
Series 2006-BC1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A1         86359YAC5     AA             AA/Watch Neg
A2         86359YAD3     AA             AA/Watch Neg
A4         86359YAF8     AAA            AAA/Watch Neg
A5         86359YAG6     AAA            AAA/Watch Neg
A6         86359YAH4     AA             AA/Watch Neg
M1         86359YAJ0     B              BBB/Watch Neg
M2         86359YAK7     B-             B/Watch Neg
M6         86359YAP6     CC             CCC
B1         86359YAA9     D              CC
B2         86359YAB7     D              CC

Structured Asset Securities Corporation Mortgage Loan Trust
2006-BC5
Series 2006-BC5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A1         86359SAA2     BBB            AAA/Watch Neg
A2         86359SAB0     AAA            AAA/Watch Neg
A3         86359SAC8     AAA            AAA/Watch Neg
A4         86359SAD6     A              AAA/Watch Neg
A5         86359SAE4     BBB            AAA/Watch Neg
M1         86359SAF1     B              BB/Watch Neg
M2         86359SAG9     CCC            B/Watch Neg
M6         86359SAL8     CC             CCC

Ratings Affirmed

Fieldstone Mortgage Investment Trust, Series 2006-3
Series 2006-3

Class      CUSIP         Rating
-----      -----         ------
M4         316599AJ8     CCC
M5         316599AK5     CCC
M6         316599AL3     CCC

First Franklin Mortgage Loan Trust 2006-FF17
Series 2006-FF17

Class      CUSIP         Rating
-----      -----         ------
M2         32028KAH9     CCC
M3         32028KAJ5     CCC
M4         32028KAK2     CCC

First Franklin Mortgage Loan Trust 2006-FF5
Series 2006-FF5

Class      CUSIP         Rating
-----      -----         ------
M-4        32027EAL5     CCC
M-5        32027EAM3     CCC

Fremont Home Loan Trust 2006-A
Series 2006-A

Class      CUSIP         Rating
-----      -----         ------
M-3        35729RAJ5     CCC
M-4        35729RAK2     CCC
M-5        35729RAL0     CCC

JPMorgan Mortgage Acquisition Trust 2006-ACC1
Series 2006-ACC1

Class      CUSIP         Rating
-----      -----         ------
M-4        46628RAJ4     CCC
M-5        46628RAK1     CCC
M-6        46628RAL9     CCC
M-7        46628RAM7     CCC

JPMorgan Mortgage Acquisition Trust 2006-NC1
Series 2006-NC1

Class      CUSIP         Rating
-----      -----         ------
M-3        46626LJT8     CCC
M-4        46626LJU5     CCC
M-5        46626LJV3     CCC
M-6        46626LJW1     CCC

Long Beach Mortgage Loan Trust 2006-5
Series 2006-5

Class      CUSIP         Rating
-----      -----         ------
M-4        54251PAJ6     CCC

RASC Series 2006-EMX4 Trust
Series 2006-EMX4

Class      CUSIP         Rating
-----      -----         ------
M-5        75406DAJ2     CCC

Saxon Asset Securities Trust 2006-3
Series 2006-3

Class      CUSIP         Rating
-----      -----         ------
M-5        80556AAJ6     CCC
M-6        80556AAK3     CCC

Securitized Asset Backed Receivables LLC Trust 2006-NC1
Series 2006-NC1

Class      CUSIP         Rating
-----      -----         ------
M-1        81375HAD1     CCC

Specialty Underwriting and Residential Finance Trust, Series
2006-BC5
Series 2006-BC5

Class      CUSIP         Rating
-----      -----         ------
M-4        84751NAK0     CCC
M-5        84751NAL8     CCC
M-6        84751NAM6     CCC
B-1        84751NAN4     CCC

Structured Asset Investment Loan Trust 2006-3
Series 2006-3

Class      CUSIP         Rating
-----      -----         ------
M2         863587AH4     CCC

Structured Asset Securities Corporation Mortgage Loan Trust
2006-AM1
Series 2006-AM1

Class      CUSIP         Rating
-----      -----         ------
M3         86359XAH6     CCC
M4         86359XAJ2     CCC
M5         86359XAK9     CCC

Structured Asset Securities Corporation Mortgage Loan Trust
2006-BC1
Series 2006-BC1

Class      CUSIP         Rating
-----      -----         ------
M3         86359YAL5     CCC
M4         86359YAM3     CCC
M5         86359YAN1     CCC

Structured Asset Securities Corporation Mortgage Loan Trust
2006-BC5
Series 2006-BC5

Class      CUSIP         Rating
-----      -----         ------
M3         86359SAH7     CCC
M4         86359SAJ3     CCC
M5         86359SAK0     CCC


* S&P Downgrades Ratings on 22 Classes of Commercial Securities
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 22
classes of commercial mortgage-backed securities from ML-CFC
Commercial Mortgage Trust 2007-5, Wachovia Bank Commercial
Mortgage Trust's series 2007-C30, and Wachovia Bank Commercial
Mortgage Trust's series 2007-C31.  At the same time, S&P removed
the ratings from CreditWatch with negative implications, where
they were placed Sept. 22, 2008.  In addition, S&P affirmed its
ratings on 52 classes from the same transactions.
     
The primary driver for the downgrades is a reduction in Standard &
Poor's estimated value of the Stuyvesant Town and Peter Cooper
Village property, which has declined 10% since issuance.  Standard
& Poor's value for this loan has declined 10% since issuance.  The
downgrades also reflect concerns about loans that have reported
low debt service coverage levels, or will have low DSC when their
initial interest-only periods end, as well as anticipated credit
support erosion upon the eventual resolution of two assets
currently with the special servicer.  One of the specially
serviced assets is in the WBCMT 2007-C30 transaction ($8.1 million
total exposure) and the other asset is the ML-CFC 2007-5
transaction ($5.8 million total exposure).
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.

ST/PCV Credit Concerns

The ST/PCV IO participated loan is the largest exposure in the
WBCMT 2007-C30 ($1.5 billion, 19%) and the ML-CFC 2007-5 ($800.0
million, 18%) transactions.  It is the fifth-largest exposure in
the WBCMT 2007-C31 transaction ($247.7 million, 4%).  In addition
to the $3.0 billion senior loan, the borrower's equity interest is
secured by $1.4 billion of mezzanine debt.  The whole loan is
secured by an 11,227-unit apartment complex totaling 10.2 million
sq. ft. on the east side of Manhattan.  Most of the units at the
properties are subject rent-stabilization laws.  Since issuance,
the borrower has converted approximately 1,000 units to market
rent units.
     
Standard & Poor's revaluation of ST/PCV incorporated the
borrower's Dec. 31, 2007, and June 30, 2008, financial statements,
the August 2008 rent roll, current market occupancy and rental
rate information, and estimates for conversion costs and recapture
rates.  Standard & Poor's estimated value for the property has
declined 10% since issuance.  The drivers of the valuation
decline include:

     -- Normalized operating expenses that are 11% higher than
        anticipated at issuance.  Utilities, advertising, and
        marketing have been the main contributors to the increased
        expense.

     -- The costs associated with converting rent-controlled units
        into market-rent units have been 11% higher then
        anticipated.

     -- The number of units that have been converted to market-
        rent units has been within its expected range; however,
        the composition of the converted units has not been evenly
        distributed between the various unit types at the
        properties.  Therefore, average rental income at the rent-
        controlled units is 10% lower than anticipated.

     -- The higher costs and lower-than-expected average rental
        income have affected the properties' current net cash
        flow.  They have also reduced the projected NCF S&P used
        in its valuation process, which used a 10-year discounted
        NCF.  The resulting terminal valuation declined 10% since
        issuance.

Because of the value decline, S&P believes the credit
characteristics of the loan are no longer consistent with an
investment-grade rated obligation.  The relative size of the
loan's exposure in the various CMBS transactions and the fact that
the credit characteristics of such a large portion of the loan are
no longer consistent with investment-grade rated obligations were
the driving factors for the negative rating actions.
     
At issuance, Tishman Speyer and BlackRock Realty Advisors Inc.,
the borrowers of the ST/PCV loan, deposited $400.0 million into a
debt service reserve, which has a current balance of
$165.7 million.  The loan also has a general reserve account with
a current balance of $33.0 million, down from $190.0 million at
issuance, and a replacement reserve account with a current balance
of $6.6 million, down from $60.0 million at issuance.  The current
reserve balances are significantly below Standard & Poor's
expectations, and S&P's preliminary analysis indicates that the
reserves may be completely depleted before the NCF at the property
is enough to meet the current debt service obligation.  If this
occurs, it may increase the likelihood that the loan will be
transferred to the special servicer at some point over its term.
     
Standard & Poor's met with representatives from Tishman Speyer on
Sept. 23, 3008, to discuss the performance of ST/PCV and to tour
the properties.  The units being converted to market-rent units
are offered in two distinct styles: "classic" and "modern."  The
classic style was conceived by the property's previous owner and
the modern style, designed by Tishman, uses more expensive
materials and commands a 7%-8% premium to the classic style.  
Tishman is in the process of converting storage space with
frontage to the property's "Oval" lounge space, a clubhouse, and
an indoor playground.  

In addition, Tishman has completed an extensive landscaping
program that includes more than 12,000 new trees and over 100,000
shrubs.  Excluding the continued renovation of the recaptured
units, Tishman is not planning any additional major renovations to
the property.

Additional Credit Concerns

In addition to the concerns with the ST/PCV loan, S&P has credit
concerns with the loans that have reported low DSC, loans that
will have low DSC when their initial IO periods end, as well as
with the specially serviced assets in two of the transactions.  
Given current market conditions, Standard & Poor's is putting
particular scrutiny on the loans that have experienced net cash
flow declines, and is increasing its expected losses for the loans
that it deem to be at increased of risk of default.  Details for
such loans in each transaction are:

ML-CFC 2007-5
     -- There are 46 loans ($1.2 billion) that have or in S&P's
        view, will have low DSC.  Two of the loans are with the
        special servicer.  The loans that reported low DSC have
        experienced a weighted average decline in DSC of 25% since
        issuance.  Fifteen ($128.7 million) of the 46 loans are
        credit concerns.

WBCMT 2007-C30
     -- There are 36 loans ($2.9 billion) that have or in S&P's
        view, will have low DSC.  One of the loans is with the
        special servicer.  The loans that reported low DSC have
        experienced a weighted average decline in DSC of 17% since
        issuance.  Five ($61.1 million) of the 36 loans are credit
        concerns.

WBCMT 2007-C31
     -- There are 20 loans ($2.9 billion) that have or in S&P's
        view, will have low DSC.  Two of the loans are with the
        special servicer.  The loans that reported low DSC have
        experienced a weighted average decline in DSC of 20% since
        issuance.  Two ($23.2 million) of the 20 loans are credit
        concerns.

Transaction Summary

As of the September 2008 remittance reports, the collateral pool
for all three transactions consisted of 783 loans with an
aggregate trust balance of $18.1 billion, compared with 785 loans
totaling $18.2 billion at issuance.  The master servicer for the
WBCMT transactions, Wachovia Bank N.A., reported financial
information for 96% of the WBCMT 2007-C30 pool and 97% of the
WBCMT 2007-C31 pool.  The master servicer for the ML-CFC 2007-5
transaction, Wells Fargo Bank N.A., reported financial information
for 99% of the pool.  All of the servicer-provided information was
full-year 2007 data or interim 2008 data.  

Standard & Poor's calculated a weighted average DSC of 1.18x for
the WBCMT 2007-C30 pool, a weighted average DSC of 1.16x for the
WBCMT 2007-C31 pool, and a weighted average DSC of 1.23x for the
ML-CFC 2007-5 pool.  S&P expects the current weighted average DSC
to improve, as many properties in the pool are not stabilized.  
S&P expects the NCF to increase as the properties stabilize.  At
issuance, the weighted average DSC for each of the pools on a
stabilized basis was 1.40x, 1.34x, and 1.44x, respectively.  The
ML-CFC 2007-5 transaction has experienced one loss totaling
$4.0 million; the other transactions have not experienced any
losses to date.
     
The top 10 exposures for each of the transactions have an
aggregate outstanding balances of $4.1 billion (52% of WBCMT
2007-C30), $2.6 billion (45% of WBCMT 2007-C31), and $1.6 billion
(36% of ML-CFC 2007-5).  They have weighted average DSCs of 0.89x,
1.05x, and 0.95x, respectively.  S&P expects weighted average DSCs
to improve as several of the properties stabilize.  At issuance,
the weighted average DSC for each of the pools on a stabilized
basis was 1.42x, 1.33x, and 1.53x, respectively.  Standard &
Poor's reviewed the property inspections provided by the master
servicer for all but three of the assets underlying the top 10
exposures in each transaction.  Three of the properties were
characterized as "excellent," and the remaining properties were
characterized as "good."
     
In S&P's view, the credit characteristics of the 9 West 57th
Street (C30), Manor Shopping Center (C30), Everett Mall Office
Park II & III (C30), Comerica Ground Lease (C30), Hyatt Regency
Grand Cypress (C31), OMNI Portfolio (2007-5), FRIS Chicken
Portfolio (2007-5), and 789 West End Avenue (2007-5) are
consistent with investment-grade obligations.  Standard & Poor's
adjusted values for these loans are comparable to the valuations
at issuance.
     
Standard & Poor's stressed the loans with credit issues as part of
its analysis.  The resultant credit enhancement levels support the
lowered and affirmed ratings.

       Ratings Lowered and Removed from Creditwatch Negative

              Wachovia Bank Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2007-C30

                      Rating
                      ------
           Class    To      From      Credit enhancement
           -----    --      ----      ------------------
           F        A-      A/Watch Neg      7.38%
           G        BBB+    A-/Watch Neg     6.13%
           H        BBB     BBB+/Watch Neg   5.13%
           J        BBB-    BBB/Watch Neg    4.00%
           K        BB+     BBB-/Watch Neg   3.00%
           L        BB      BB+/Watch Neg    2.50%
           M        B+      BB/Watch Neg     2.25%
           N        B       BB-/Watch Neg    1.88%
  
              Wachovia Bank Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2007-C31

                       Rating
                       ------
            Class    To      From      Credit enhancement
            -----    --      ----      ------------------
            L        BB      BB+/Watch Neg    2.76%
            M        BB-     BB/Watch Neg     2.51%
            N        B+      BB-/Watch Neg    2.13%
  
               ML-CFC Commercial Mortgage Trust 2007-5
            Commercial mortgage pass-through certificates

                       Rating
                       ------
          Class    To         From      Credit enhancement
          -----    --         ----      ------------------
          D        A-         A/Watch Neg      6.95%
          E        BBB+       A-/Watch Neg     6.07%
          F        BBB        BBB+/Watch Neg   4.81%
          G        BBB-       BBB/Watch Neg    3.68%
          H        BB         BBB-/Watch Neg   2.55%
          J        B+         BB+/Watch Neg    2.17%
          K        B          BB/Watch Neg     1.92%
          L        B-         BB-/Watch Neg    1.67%
          M        CCC+       B+/Watch Neg     1.42%
          N        CCC        B/Watch Neg      1.29%
          P        CCC-       B-/Watch Neg     1.04%

                         Ratings Affirmed
     
              Wachovia Bank Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2007-C30
   
                Class    Rating  Credit enhancement
                -----    ------  ------------------
                A-1      AAA           30.03%
                A-2      AAA           30.03%
                A-3      AAA           30.03%
                A-4      AAA           30.03%
                A-5      AAA           30.03%
                A-PB     AAA           30.03%
                A-1A     AAA           30.03%
                A-M      AAA           20.02%
                A-MFL    AAA           20.02%
                A-J      AAA           11.51%
                B        AA+           10.89%
                C        AA             9.88%
                D        AA-            9.01%
                E        A+             8.26%
                X-P      AAA             N/A
                X-C      AAA             N/A
                X-W      AAA             N/A

              Wachovia Bank Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2007-C31
   
                 Class    Rating  Credit enhancement
                 -----    ------  ------------------
                 A-1      AAA           30.09%
                 A-2      AAA           30.09%
                 A-3      AAA           30.09%
                 A-4      AAA           30.09%
                 A-5      AAA           30.09%
                 A-5FL    AAA           30.09%
                 A-PB     AAA           30.09%
                 A-1A     AAA           30.09%
                 A-M      AAA           20.06%
                 A-J      AAA           12.16%
                 B        AA+           11.54%
                 C        AA            10.28%
                 D        AA-            9.03%
                 E        A+             8.53%
                 F        A              7.65%
                 G        A-             6.65%
                 H        BBB+           5.27%
                 J        BBB            4.39%
                 K        BBB-           3.26%
                 IO       AAA             N/A

              ML-CFC Commercial Mortgage Trust 2007-5
           Commercial mortgage pass-through certificates

                Class    Rating  Credit enhancement
                -----    ------  ------------------
                A-1      AAA           30.09%
                A-2      AAA           30.09%
                A-2FL    AAA           30.09%
                A-3      AAA           30.09%
                A-4      AAA           30.09%
                A-SB     AAA           30.09%
                A-4FL    AAA           30.09%
                A-1A     AAA           30.09%
                AM       AAA           20.03%
                AM-FL    AAA           20.03%
                AJ       AAA           11.23%
                AJ-FL    AAA           11.23%
                B        AA             9.47%
                C        AA-            8.71%
                X        AAA             N/A


                       N/A -- Not applicable.


* Downgrade Potentials Reaches Five-Year High, S&P Says
-------------------------------------------------------
Financial companies have garnered all the headlines in September,
as Lehman Brothers defaulted and AIG was bailed out.  The impact
has rolled down to the high-yield market, with investors selling
risk and seeking a safe haven in short-maturity Treasuries,
according to an article published today by Standard & Poor's.
     
High-yield downgrades continue at a steady clip, which is in line
with where S&P is in the cycle, according to the article, titled
"U.S. High-Yield Prospects: Downgrade Potential Hits Five-Year
High (Premium)."  There were 39 downgrades and only six upgrades
in August, and 25 downgrades and 16 upgrades in the first 24 days
of September.  Year to date, there have been 318 downgrades and
114 upgrades.  Downgrades are already 15% higher than the full-
year 2007 total.
     
The high-yield negative bias, the percentage of total high-yield
rated companies with a negative outlook or ratings on CreditWatch
with negative implications, is currently at 34.5%, the highest
level since June 2003, when it hit 35.8%.
     
"High-yield maturities will ramp up in each of the next three
years, providing a default trigger if debt cannot be refinanced,"
said Diane Vazza, head of Standard & Poor's Global Fixed Income
Research Group.  "Moreover, if profits see a prolonged
contraction, firms' cash positions will wither, which will
increase the need for capital."


* S&P: Construction Equipment Manufacturers Brace for Slower Times
------------------------------------------------------------------
The robust market conditions that global construction equipment
markets have enjoyed for several years appear to be softening,
according to a peer comparison of six leading construction
equipment manufacturers that Standard & Poor's Ratings Services
published.  The report, "Construction Equipment Manufacturers Are
Bracing For Slower Times," notes that weak economies in North
American and Europe and slower growth in some emerging market
economies will hamper demand for construction equipment.
     
The report compares Caterpillar Inc. (A/Stable/A-1), CNH Global
N.V. (BBB-/Stable/--), Deere & Co. (A/Stable/A-1), Komatsu Ltd.
(A/Stable/--), Terex Corp. (BB/Stable/--), and Volvo AB (--/--/A-
2).
     
Housing activity remains particularly grim in the U.S. and Western
Europe, according to the report.  In the U.S., spending on
residential construction has plummeted to a rate of less than
$400 billion in July 2008 from nearly $700 billion in mid-2006,
according to Census Bureau figures.  While this contraction has
been somewhat offset by growth in public construction and
nonresidential private spending, overall activity has declined and
is at risk of falling further.
     
Standard & Poor's ratings on global construction equipment
companies take into account the cyclical nature of demand for
these products "Consequently, our ratings incorporate expectations
of volatility in results over the course of the economic cycle,"
said Standard & Poor's credit analyst Dan Picciotto.  Given the
weakening conditions in the global economy, S&P will monitor
company performance as this cycle plays out.  "As we expect, these
companies tend to have relatively good credit measures at this
point in the cycle, with some room for deterioration as conditions
weaken."


* Bailout Plan Fails to Get Congress' Support
---------------------------------------------
Sarah Lueck, Damian Paletta, and Greg Hitt at The Wall Street
Journal report that the government's proposed $700 billion bailout
plan for the financial market failed in the House of
Representatives with a 228-205 vote.

WSJ relates that among Democrats, 140 said yes to the bailout
plan, while 95 voted against it.  Among Republicans, about 65 were
in favor and 133 were against the plan, the report says.  
Republican's Rep. Jerry Weller of Illinois refused to vote,
according to the report.

Alison Vekshin and Laura Litvan at Bloomberg News report that U.S.
lawmakers were reviewing the bailout plan, after talks broke down
on Thursday when congressional leaders and presidential candidates
couldn't agree on the plan's provisions.  Deborah Solomon, Damian
Paletta, and Greg Hitt at The Wall Street Journal relates that the
House Republicans demanded wholesale revisions, including an
insurance-type plan through which banks would pay into a fund to
protect against further declines in asset values.

Citing a Democratic congressional aide, Bloomberg says that talks
on the plan were completed over the weekend when lawmakers agreed
to require U.S. President George W. Bush to offer a plan to recoup
any loss to the taxpayers after five years.  Democrats, according
to WSJ, backed down from a proposal to let bankruptcy judges
change the terms of mortgages, and from another proposal that
"would have steered any ultimate government profits from the
package to affordable-housing programs."  WSJ relates that the
Bush administration agreed, among other things, to much broader
executive-compensation limits than it originally envisioned.

WSJ reports that lawmakers finished writing the bill on Sunday.  
The bill, WSJ relates, leaves many mechanics of the operation up
to the Treasury Department, among these are the crucial issues of
how the government would decide which assets it will purchase and
how it would decide what to pay for them.  WSJ states that the
assets offered to the government "must have been originated or
issued" by March 14, 2008.  The Treasury was given 45 days to
issue guidelines on those procedures, WSJ says.

WSJ relates that the Treasury Department wouldn't get the entire
$700 billion for buying assets up front.  About
$350 billion would be immediately available, the report says.  
According to Bloomberg, the plan immediately provides
$250 billion, and another $100 billion could be used at the
request of the president.  Bloomberg states that the Congress
would have to review the expenditure of the remaining
$350 billion.

According to WSJ, the plan would impose some restrictions on
executive compensation at firms that sell assets to the
government, including a ban, for firms that sell a large amount of
securities to the U.S., on creating new "golden parachute"
payments to departing top executives.  The report states that the
plan also includes a "clawback provision," allowing the government
to recoup executive bonuses based on misleading corporate
financial statements.

WSJ states that the Treasury would get nonvoting common stock or
preferred stock in financial institutions benefiting from the
bailout program, which is subject to oversight that includes a
congressional committee and the Government Accountability Office.  
WSJ reports that the Treasury will hire asset managers to
determine the criteria for the purchase of securities and oversee
the portfolio once the buying starts.

WSJ reports that with the bailout plan's failure, the Treasury
Department can take some incremental steps, like expanding a
program to purchase  mortgage-backed securities issued by mortgage
giants Fannie Mae and Freddie Mac, or using other administrative
tools.  

Congressional leaders said they would work on the bill again, with
a new vote possibly late this week, WSJ relates.


* Morgan Joseph Adds Group of Restructuring Experts
---------------------------------------------------
Morgan Joseph & Co. Inc., an investment banking firm, discloses
the addition to its Corporate Finance Department of a seven-
professional national practice group focused on financial
restructuring transactions.

Led by James D. Decker and headquartered in New York City and
Atlanta, the Group specializes in both in and out-of-court
restructurings, distressed sales, and special situation
financings.

"The addition of this highly successful group of restructuring
experts marks an important expansion of our firm's capabilities at
a time when an increasing number of mid-level corporations are
finding themselves in overleveraged situations or with balance
sheets in need of restructuring," said Roger Briggs, Jr., co-head
of Morgan Joseph's investment banking department.  "There are a
number of complementary aspects to this new relationship, and we
anticipate developing many new opportunities as we continue to
grow our firm."

"Our Group's decision to join Morgan Joseph was influenced heavily
by the similar culture of excellence that we share and the
impressive record and commitment to growth we have seen at the
firm," said Mr. Decker.  "Also, Morgan Joseph's capital raising
capabilities, overall corporate finance platform and extensive
corporate and creditor relationships will dovetail neatly with the
practice we have built over the last ten years.  We are highly
enthusiastic about our new association."

The Group has completed over 50 restructurings, sales and
financings since 2001, representing over $8 billion in funded
debt.  The Group's senior members have worked together since 1999.
The group's principals include:

James Decker, who has over 19 years investment banking experience
and has completed 150 transactions across a variety of industries
and situations.  Prior to joining Morgan Joseph, Mr. Decker served
as National Co-Head of Alvarez & Marsal Corporate Finance.  Mr.
Decker is a Fellow in The American College of Bankruptcy, a
Director of the Association of Insolvency and Restructuring
Advisors, and Co-Chair of The American Bankruptcy Institute’s
Southeastern Bankruptcy Workshop.

Matthew Berk, formerly a Senior Director at A&M, has more than 25
years financial restructuring and transaction experience. Mr. Berk
was previously Managing Director with the Special Situations group
of Wachovia Securities, and also spent nine years as senior
counsel of BankBoston Corporation, in Boston, Mass.  He was also a
partner in the restructuring and finance practice of Riemer &
Braunstein.

Alex Fisch, formerly a Senior Director at A&M, has in his 13-year
investment banking career focused on middle market restructuring,
financing and M&A advisory services to both companies and creditor
constituencies.  He previously served as vice president, Capital
Markets of Southern Land Company, and as a senior vice president
with the financial restructuring group of Houlihan Lokey.  

Jay Jacquin, formerly Senior Director at A&M, focuses on middle
market merger and acquisition, financing and restructuring
advisory services.  Prior to A&M, he had eight years experience in
the financial restructuring practice at Houlihan Lokey, where he
was a vice president.  He was primarily responsible for engagement
management and personnel development.

                       About Morgan Joseph

Morgan Joseph & Co. Inc., a full service investment bank, provides
financial advisory and capital raising services including M&A and
restructuring advice, and equity and debt private placements and
public offerings.  In addition, Morgan Joseph provides research
and trading for institutional clients.  Morgan Joseph's staff of
over 160 includes more than 85 investment bankers, who are highly
experienced professionals mostly from major Wall Street firms and
intimately familiar with the issues facing middle market
companies.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                            Total
                                           Share-  
                                 Total    holders    Total
                                Assets     Equity  Capital
  Company            Ticker      ($MM)      ($MM)    ($MM)
  -------            ------    -------     ------   ------
ABSOLUTE SOFTWRE     ABT CN        103        (3)      31  
AFC ENTERPRISES      AFCE US       145       (45)     (10)
APP PHARMACEUTIC     APPX US     1,105       (42)     260  
BARE ESCENTUALS      BARE US       263       (49)     113  
BLOUNT INTL          BLT US        482       (33)     148  
CABLEVISION SYS      CVC US      9,483    (5,001)    (633)
CENTENNIAL COMM      CYCL US     1,375    (1,040)      57  
CHENIERE ENERGY      CQP US      1,855      (289)     185  
CHOICE HOTELS        CHH US        349      (115)     (16)
CINCINNATI BELL      CBB US      2,031      (666)      12  
CLOROX CO            CLX US      4,708      (370)    (412)
COLUMBIA LABORAT     CBRX US        48        (6)      11  
CONEXANT SYS         CNXT US       625      (133)     206  
COREL CORP           CRE CN        255       (12)     (20)
COREL CORP           CREL US       255       (12)     (20)
CROWN MEDIA HL-A     CRWN US       682      (661)     (35)
CV THERAPEUTICS      CVTX US       351      (207)     267  
CYBERONICS           CYBX US       144        (7)     119  
CYTORI THERAPEUT     CYTX US        17       (12)       1  
DELTEK INC           PROJ US       181       (72)      39  
DEXCOM               DXCM US        57       (15)      34  
DISH NETWORK-A       DISH US     7,681    (2,092)    (466)
DOMINO'S PIZZA       DPZ US        466    (1,438)      78  
DUN & BRADSTREET     DNB US      1,658      (512)    (192)
DYAX CORP            DYAX US        85       (14)      21  
EINSTEIN NOAH RE     BAGL US       160       (22)     (48)
EXTENDICARE REAL     EXE-U CN    1,569       (20)     128  
FORD MOTOR CO        F US      270,450    (3,229)  19,646  
GARTNER INC          IT US       1,121       (42)    (266)
GENCORP INC          GY US       1,014       (22)      66  
GENERAL MOTO-CED     GM AR     136,046   (55,594) (18,825)
GENERAL MOTORS       GM US     136,046   (55,594) (18,825)
GENERAL MOTORS C     GMB BB    136,046   (55,594) (18,825)
GLG PARTNERS INC     GLG US        581      (350)      80  
GLG PARTNERS-UTS     GLG/U US      581      (350)      80  
HEALTHSOUTH CORP     HLS US      1,965      (872)    (161)
HUMAN GENOME SCI     HGSI US       847      (120)     (36)
IMAX CORP            IMX CN        216       (89)      (4)
IMAX CORP            IMAX US       216       (89)      (4)
IMS HEALTH INC       RX US       2,360       (10)     324  
INCYTE CORP          INCY US       205      (237)     152  
INTERMUNE INC        ITMN US       210       (81)     143  
IPCS INC             IPCS US       553       (38)      60  
KNOLOGY INC          KNOL US       650       (43)       2  
LIFE SCIENCES RE     LSR US        202       (14)      10  
LINEAR TECH CORP     LLTC US     1,584      (434)   1,070  
MEDIACOM COMM-A      MCCC US     3,659      (283)    (295)
MOLECULAR INSIGH     MIPI US       146       (10)     114  
MOODY'S CORP         MCO US      1,664      (822)    (248)
NATIONAL CINEMED     NCMI US       540      (475)      58  
NAVISTAR INTL        NAV US     11,557      (228)   1,501  
NPS PHARM INC        NPSP US       188      (197)      95  
OCH-ZIFF CAPIT-A     OZM US      2,129      (208)    N.A.        
OSIRIS THERAPEUT     OSIR US        32       (15)     (23)
PROTECTION ONE       PONE US       654       (52)       4  
RADNET INC           RDNT US       510       (77)      10  
RASER TECHNOLOGI     RZ US          73       (11)     (12)
REGAL ENTERTAI-A     RGC US      2,688      (214)    (124)
RESVERLOGIX CORP     RVX CN         17        (8)      13  
REVLON INC-A         REV US        884    (1,063)     110  
ROTHMANS INC         ROC CN        545      (213)     102  
RURAL CELLULAR-A     RCCC US     1,405      (558)     169  
SALLY BEAUTY HOL     SBH US      1,496      (695)     413  
SEALY CORP           ZZ US       1,044      (105)      41  
SEMGROUP ENERGY      SGLP US       262       (55)     (10)
SHERWOOD COOPER      SWC CN        291       (22)     (55)
SONIC CORP           SONC US       798       (87)     (41)
ST JOHN KNITS IN     SJKI US       213       (52)      80  
SUN COMMUNITIES      SUI US      1,221       (11)     N.A.        
SYNTA PHARMACEUT     SNTA US        87       (10)      60  
TAUBMAN CENTERS      TCO US      3,198        (1)     N.A.        
TEAL EXPLORATION     TEL SJ         47       (19)     (42)
TEAL EXPLORATION     TL CN          47       (19)     (42)
THERAVANCE           THRX US       281      (112)     202  
UAL CORP             UAUA US    21,336      (570)  (2,522)
UST INC              UST US      1,417      (394)     165  
VALENCE TECH         VLNC US        37       (60)      11  
WARNER MUSIC GRO     WMG US      4,519       (99)    (750)
WEIGHT WATCHERS      WTW US      1,107      (893)    (210)
WESTMORELAND COA     WLB US        796      (192)       3  
WR GRACE & CO        GRA US      3,859      (273)     934  
XM SATELLITE -A      XMSR US     1,724    (1,144)    (683)


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Julybien D. Atadero, Sheryl Joy P. Olano, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Joseph Medel C. Martirez,
Ma. Cristina I. Canson, Christopher G. Patalinghug, and Peter A.
Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***