TCR_Public/081001.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, October 1, 2008, Vol. 12, No. 234           

                             Headlines

ACCESS PHARMACEUTICALS: Incorporates Somanta's Financial Results
ACCESS PHARMACEUTICALS: June 30 Balance Sheet Upside-Down by $4MM
AFFINIA GROUP: Moody's Withdraws Ba3 Rtng on Proposed $200MM Notes
AMERICAN INT'L: Former CEO Seeks to Bid for Firm's Assets
AMERICAN INT'L: To Sell ILFC Unit to Pay Off $85BB Gov't Loan

ALLIED WASTE: Board Won't Rescind Employment Agreement Provisions
APPLERIDGE RETIREMENT: Case Summary & 20 Largest Unsec. Creditors
APP PHARMACEUTICALS: Files Notice of De-registration with SEC
ARIEL WAY: June 30 Balance Sheet Upside-Down by $1,129,462
ATA AIRLINES: To Sell Assets to American Aviation for $3,800,000

ATA AIRLINES: To Auction Aircraft on Oct. 7; Flight Support Bids
AUTOBYTEL INC: Lays Off 35% of Staff to Cut Costs, Plans Sale
BEARINGPOINT INC: Moody's Reviews 'B2' CF Rating for Likely Cut
BILL HEARD: Wants to Obtain $6.7 Million GMAC DIP Facility
BI-LO LLC: S&P Chips Corp. Credit to 'B-'; Keeps Negative Outlook

CASCADE NURSERY: Case Summary & 17 Largest Unsecured Creditors
CCM MERGER: S&P Revises Outlook to Negative from Stable
CD 2006-CD3: S&P Slashes Class Q Certs. Rating to 'CCC+' from 'B-'
CENTRO NP: Financial Difficulties Cue Moody's to Junk Debt Rating
CHA HAWAII: Delaware Court Transfers Venue of Cases to Hawaii

CHARTER COMMUNICATIONS: Jonathan L. Dolgen Resigns from Board
CHINA GATEWAY: June 30 Balance Sheet Upside-Down by $17.8 Million
CHINA GATEWAY: Former G8wave Unit Faces Breach of Contract Lawsuit
CHIQUITA BRANDS: S&P Holds 'B-' Rating; Changes Outlook to Stable
CIENA CAPITAL: Files for Chapter 11 Bankruptcy Protection

CIENA CAPITAL: Case Summary & 30 Largest Unsecured Creditors
CIRCUIT CITY: Stops Issuing Profit Projections After Loss
CIRCUIT CITY: Hires Restructuring Firm FTI Consulting, Inc.
CITY CROSSING: Nevada State Suspends Contractor License
CREDIT SUISSE: S&P Places Eight Certs. Ratings Under Neg. Watch

CRYSTAL RIVER: S&P Lowers Ratings on 10 Classes of Securities
DECODE GENETICS: June 30 Balance Sheet Upside-Down by $186.8 Mln
DECODE GENETICS: SEC Grants Request to Exclude Info From Report
DELAWARE HEALTH FACILITIES: S&P Cuts $53.5MM Bonds Rating to 'BB'
DELPHI CORP: Says Agreements with Unions Fortifies Bankruptcy Exit

DILLARD'S INC: Investors Demand Owners to Relinquish Control
DISH NETWORK: S&P's Ratings & Outlook Unmoved by AT&T's Decision
DIXIE MANAGEMENT: Files for Chapter 11 Bankruptcy Protection
DIXIE MANAGEMENT: Case Summary & 28 Largest Unsecured Creditors
ERIE COUNTY PLASTICS: Case Summary & Largest Unsecured Creditors

FORD MOTOR: May Repay $1.5 Billion Debt Due Today
FREDDIE MAC: Moody's Assigns 'Ba1' Rating on $26.5MM Class B Cert.
FREMONT GENERAL: Wants Exclusive Period Extended Until Jan. 2009
FRONTIER AIRLINES: Teamsters Balk at CBA's Proposed Modifications
FRONTIER AIRLINES: Courts Sets November 17 as Claims Bar Date

GARNIC ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
GE COMMERCIAL: S&P Chips Loan Ratings on Ongoing Potential Risks
GOODY'S FAMILY: MDOR, et al., Balk at Amended Chapter 11 Plan
GOODY'S FAMILY: Has Until November 21 to File Chapter 11 Plan
GOODY'S FAMILY: Shuts Down E-Commerce Web Site

HAWAII MEDICAL: Will Lay Off Workers This Week
HC INNOVATIONS: Potential Conflict Cues James Bigl's Resignation
HEARTLAND AUTOMOTIVE: Judge Lynn Lets Another Judge Take Over
HENDRX CORP: Board Appoints Kurt Dalmata as Director
HINES HORTICULTURE: Must Complete Asset Sale, Says BofA

HRP MYRTLE: Files New Details on Hard Rock's Operations
IDLEAIRE INC: Appoints James Price as Interim CEO
ISTAR FINANCIAL: Moody's Cuts Rating to 'Ba1' on Fin'l Market Woes
JEFFERSON COUNTY: Continues Talks with Lenders After Deadline Ends
JOSE ESCOBAR: Voluntary Chapter 11 Case Summary

JPMORGAN AUTO: Moody's Rates $6.37MM 5.22% Certificates 'Ba2'
KAYDON CORPORATION: Moody's Withdraws Ratings at Company's Request
KING PHARMACEUTICALS: S&P Rates Existing $400MM Conv. Notes 'BB'
LA INDIANA: Case Summary & 20 Largest Unsecured Creditors
LANDSOURCE COMMUNITIES: Wants Court's OK to Assume Downrite Deal

LANDSOURCE COMMUNITIES: Newhall Wants to Assume ACI Master Pact
LANDSOURCE COMMUNITIES: Wants Right of First Refusal Pact Rejected
LEHMAN BROTHERS: Faces Class Action for Preferred Series J Stock
LINDSAY AND CHANDLER: Voluntary Chapter 11 Case Summary
LOEHMANN'S CAPITAL: Moody's Cuts Ratings on Weak Liquidity

MAGUIRE PROPERTIES: Completes $100 Mln. Refinancing to Cut Debt
MAIN BEACH: Voluntary Chapter 11 Case Summary
MAIN STREET: Moody's Slashes Revenue Bonds Rating to Caa3 from B3
MCCLATCHY CO: Facility Amendment Cues Moody's to Confirm Ratings
MCCLATCHY CO: S&P Trims Corp. Credit to 'B'; Outlook Negative

MCCLATCHY CO: Fitch Says Loan Amendment Adds Flexibility
METALS USA: S&P Affirms Corporate Credit Rating at 'B-'
MICHAEL MEISNER: Faces Fraud Lawsuit by Trading Commission
MORTGAGE LTD: Faces Investigation by Ariz. Corporate Commission
MRM DEVELOPMENT: Case Summary & Two Largest Unsecured Creditors

MRS FIELDS: U.S. Government, TYCB Franchisee Oppose Plan
MRS FIELDS: Seeks to Pay $1 Mln. to Settle Lehman Contract Row
NON-INVASIVE MONITORING: Signs $300,000 Revolving Credit Pact
ORLEANS HOMEBUILDERS: Amends, Restates $440MM Credit Agreement
OSKAR HUBER: U.S. Trustee to Hold Meeting to Form Panel on Oct. 2

PENN TRAFFIC: Faces SEC Action for Accounting Fraud
PENN TREATY: S&P Holds 'B-' Credit Rating; Outlook Stays Negative
PHOENIX DIVERSIFIED: Futures Commission Sues Firm for Fraud
PIERRE FOODS: Oaktree to Become New Majority Owner Under Plan
PLASTECH ENGINEERED: Taps Hilco to Liquidate Remaining Assets

PROBE MANUFACTURING: Names Barrett Evans as Interim CEO
PRODUCTION RESOURCE: S&P Cuts Secured Debt Rating to 'B' from 'B+'
QUEBECOR WORLD: Voluntary Chapter 15 Case Summary
QUEBECOR WORLD: Gets Conversion Notices for S. 5 Preferred Shares
QUEST MINERALS: June 30 Balance Sheet Upside-Down by $3,699,929

RELIANT ENERGY: Moody's Reviews 'Ba3' Corporate Family Rating
RENAISSANCE HOSPITAL: Court Approves Amended Disclosure Statement
SCPB LLC: Case Summary & Seven Largest Unsecured Creditors
SEASIDE AMELIA: Voluntary Chapter 11 Case Summary
SHILOH'S INDUSTRIES: Moody's Rates $120MM Revolving Facility 'Ba2'

SPORTS COLLECTIBLES: U.S. Trustee to Hold Meeting to Form Panel
STAMFORD CENTER: Court Allows Firm to Continue Operations
STRATFORD NURSING: U.S. Trustee to Hold Meeting to Form Panel
STRUCTURED ASSET: S&P Junks Ratings on Two Classes of Certificates
STURGIS IRON: Creditors Want Case Converted to Chapter 7

SUPERIOR OIL: Posts $232,326 Net Loss in 2008 Second Quarter
TROPICANA ENTERTAIMENT: Files Notice for Evansville Asset Sale
TROPICANA ENT: Trustee Picks Cordish as Lead Bidder, Blocks Sale
TRIBUNE CO: Fitch Sees Limited Margin of Error on Debt Covenants
TS TELECOM: Fails to File Annual Report, Issues Default Notice

TURKEY LAKE: Ordered to Obtain New Counsel to Keep Case
UBS CDS: Moody's Junks, Reviews Rating on $40 Million Notes
US WEB: To Sell Assets for $100,000, Plus Assumption of Debts
U.S. HELICOPTER: June 30 Balance Sheet Upside-Down by $12,705,166
ULTITEK LTD: June 30 Balance Sheet Upside-Down by $1,505,528

VIASPACE INC: Settles Dispute & Issues Shares to YA Global
WACHOVIA CORP: Moody's Puts Deposit and Debt Ratings Under Review
WACHOVIA CORP: Fitch Cuts IDR to 'BB-'; Puts on Developing Watch
WACHOVIA CORP: Planned Retail Bank Sale Cues S&P's Negative Watch
WACHOVIA CORP: S&P Puts All Servicer Rankings Under Neg. Watch

WASHINGTON MUTUAL: Effects Conditional Exchange of Pref Securities
WASHINGTON MUTUAL: Moody's Confirms 31 Ratings After JPMorgan Deal
WASHINGTON MUTUAL: S&P Puts Rtngs on Var. Classes Under Dev. Watch
WASTE SERVICES: Moody's Affirms Ratings; Changes Outlook to Pos.
WCA WASTE: Moody's Affirms 'B3' Rating on $150MM Sr. Secured Notes

WELLMAN INC: Selling Eng'g. Resins Biz, Other S.C. Assets
WENDY'S INTERNATIONAL: Triarc Merger Cues S&P to Take Rtng Actions
WERNER LADDER: Trust Obtains Protection for Confidential Documents
XERIUM TECHNOLOGIES: S&P Lifts Rating to 'B-'; Outlook Stable
X-RITE INC: Shareholders to Vote on Incentive Plan on October 28

ZAP IMPORT: Lender Westernbank Wants Chapter 11 Case Dismissed

* Fitch Changes U.S. Life Insurance' Outlooks to Neg. from Stable
* Fitch Says Liquidity Solid for Most U.S. Media Companies
* S&P Puts 'D' Ratings on 30 Cert. Classes from 29 U.S. RMBS
* S&P Cuts Ratings on 51 Tranches from 14 Cash Flow & Hybrid CDOs
* S&P Trims Ratings on 71 Classes from 26 US Subprime RMBS

* S&P Downgrades Ratings on 84 Classes from 15 Subprime RMBS

* Democrats Want Changes in Bankruptcy Law Included in Rescue Plan

* Upcoming Meetings, Conferences and Seminars

                             *********

ACCESS PHARMACEUTICALS: Incorporates Somanta's Financial Results
----------------------------------------------------------------
Access Pharmaceuticals Inc. filed with the Securities and Exchange
Commission Amendment No. 2 to the company's Form 8-K dated Jan. 9,
2008, to incorporate by reference both audited and unaudited
financial statements of Somanta Pharmaceuticals, Inc. and to
include the Securities and Exchange file number, filings and the
filing dates of Somanta Pharmaceuticals, Inc.'s audited
consolidated financial statements and unaudited interim financial
statements.

The consolidated financial statements of Somanta Pharmaceuticals,
Inc., were audited by Stonefield Josephson, Inc.

Access Pharmaceuticals closed the acquisition of Somanta
Pharmaceuticals on January 4, 2008.  In connection with the
merger, Access issued an aggregate of 1.5 million shares of Access
Pharmaceuticals' common stock to the shareholders of Somanta as
consideration. In addition, Access is exchanging all outstanding
warrants of Somanta for warrants to purchase 191,991 shares of
Access common stock at exercise prices ranging between $18.55 and
$69.57 per share.

                   About Access Pharmaceuticals

Headquartered in Dallas, Texas, Access Pharmaceuticals Inc.
(OTC BB: ACCP.OB) -- http://accesspharma.com/-- is an emerging
biopharmaceutical company developing products for use in the
treatment of cancer, the supportive care of cancer, and other
disease states.  The company's product for the management of oral
mucositis, MuGard(TM) has received marketing clearance by the FDA
as a device.  The company's lead clinical development program for
the drug candidate ProLindac(TM) is in Phase II clinical testing.
Access also has advanced drug delivery technologies including
Cobalamin(TM) mediated oral drug delivery and targeted delivery.

At March 31, 2008, Access Pharmaceuticals reported total assets of
$7.3 million and total liabilities of $8.7 million, resulting in
a total stockholders' deficit of $1.4 million.

                       Going Concern Doubt

On March 31, 2008, Whitley Penn LLP, in Dallas, expressed
substantial doubt about Access Pharmaceuticals Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31, 2007
and 2006.  The auditing firm pointed to the company's recurring
losses from operations, negative cash flows from operating
activities and an accumulated deficit.


ACCESS PHARMACEUTICALS: June 30 Balance Sheet Upside-Down by $4MM
-----------------------------------------------------------------
Access Pharmaceuticals Inc.'s balance sheet as of June 30, 2008,
showed $6.92 million in total assets, $10.99 million in total
liabilities, resulting to $4.07 million in shareholders' deficit.

Access Pharmaceuticals posted $1.76 million in net losses on
$132,000 in net revenues for the second quarter ended June 30,
2008, compared with $2.11 million in net losses for the second
quarter ended June 30, 2007.

The company posted $15.19 million in net losses on $170,000 in net
revenues for the first half ended June 30, 2008, compared with
$6.24 million in net lossesfor the first half ended June 30, 2007.

"As of Aug. 13, 2008, the Company did not have enough capital to
achieve its long-term goals," Jeffrey B. Davis, CEO, said.  "If we
raise additional funds by selling equity securities, the relative
equity ownership of our existing investors would be diluted and
the new investors could obtain terms more favorable than previous
investors.  A failure to obtain necessary additional capital in
the future could jeopardize our operations."

A copy of Access Pharmaceuticals' financial results for the three
months ended June 30, 2008 is available at:

                http://researcharchives.com/t/s?32f4

                   About Access Pharmaceuticals

Headquartered in Dallas, Texas, Access Pharmaceuticals Inc.
(OTC BB: ACCP.OB) -- http://accesspharma.com/-- is an emerging
biopharmaceutical company developing products for use in the
treatment of cancer, the supportive care of cancer, and other
disease states.  The company's product for the management of oral
mucositis, MuGard(TM) has received marketing clearance by the FDA
as a device.  The company's lead clinical development program for
the drug candidate ProLindac(TM) is in Phase II clinical testing.
Access also has advanced drug delivery technologies including
Cobalamin(TM) mediated oral drug delivery and targeted delivery.

At March 31, 2008, Access Pharmaceuticals reported total assets of
$7.3 million and total liabilities of $8.7 million, resulting in
a total stockholders' deficit of $1.4 million.

                       Going Concern Doubt

On March 31, 2008, Whitley Penn LLP, in Dallas, expressed
substantial doubt about Access Pharmaceuticals Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31, 2007
and 2006.  The auditing firm pointed to the company's recurring
losses from operations, negative cash flows from operating
activities and an accumulated deficit.


AFFINIA GROUP: Moody's Withdraws Ba3 Rtng on Proposed $200MM Notes
------------------------------------------------------------------
Moody's Investors Service has withdrawn the Ba3 prospective rating
of Affinia Group Inc.'s proposed $200 million of senior secured
notes.  On Sept. 24, 2008 Affinia announced that, given the recent
volatility in the capital markets, it will suspend its previously-
announced plans to syndicate a $340 million asset-based revolving
credit facility and to offer an aggregate principal amount of up
to $200 million of senior secured notes in a private placement.

The net proceeds from the proposed offering of the Notes, together
with proceeds of borrowings under the ABL Revolver, would have
been used to repay all amounts outstanding under the existing
senior secured credit facility and to finance the acquisition of
HBM Investment Limited, a Hong Kong company, and its wholly-owned
subsidiary, Longkou Haimeng Machinery Company Limited.  

The company's announcement stated that the acquisition of Haimeng
is expected to proceed as planned and is expected to close in the
4th quarter of this year.  The company may consider refinancing
alternatives, as market conditions allow.

Ratings Withdrawn:

  -- $200 million senior secured notes, 144A with registration
     rights, (P) Ba3 (LGD2, 29%)

Ratings Affirmed:

  -- B2, Corporate Family Rating
  -- B2, Probability of Default
  -- Speculative Grade Liquidity Rating, SGL-3
  -- First lien bank debt at Ba2 (LGD2, 19%)
  -- Subordinated Notes at B3 (LGD5, 70%)
  -- Senior Unsecured Issuer Rating at B3

The last rating action was on September 22, 2008 when prospective
ratings were assigned.

Affinia Group Inc., headquartered in Ann Arbor, Michigan, is a
designer, manufacturer and distributor of aftermarket components
for passenger cars, sport utility vehicles, light, medium and
heavy trucks and off-highway vehicles.  The company's product
range addresses filtration, brake and chassis markets in North and
South America, Europe and Asia.  In 2007, the company reported
revenues of approximately $2.1 billion.


AMERICAN INT'L: Former CEO Seeks to Bid for Firm's Assets
---------------------------------------------------------
Liam Pleven at The Wall Street Journal reports that Maurice R.
Greenberg, the former American International Group Inc. CEO, has
asked AIG's current CEO Edward Liddy for a chance to bid on any
assets the company will sell.

AIG plans to sell assets to pay off the up to $85 billion
government loan.  WSJ relates that Mr. Greenberg sent a letter to
Mr. Liddy saying, "I now understand that the company has begun to
liquidate itself by selling assets in privately negotiated
transactions without transparency and without providing the
opportunity for the participation of alternative purchasers.  I
want to formally request an opportunity to submit an offer on any
assets that the company intends to sell."

"We are open to all reasonable expressions of interest in the
assets we plan to sell," WSJ quoted an AIG spokesperson 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.

               $85,000,000,000 Federal Reserve Loan

The Federal Reserve Bank of New York 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 Credit Facility provides for a 79.9% equity interest in AIG.  
The Credit Facility provides for an initial gross commitment fee of 2%
of the total Credit Facility
on the closing date.  AIG, in a regulatory filing with the Securities
and Exchange Commission, said
it will pay a commitment fee on undrawn amounts at the rate of 8.5% per
annum.  Interest and the
commitment fees are generally payable through an increase in the
outstanding balance under the
Credit Facility.  Borrowings under the Credit Facility are conditioned
on the NY Fed being
reasonably satisfied with, among other things, AIG's corporate
governance.

AIG is required to repay the Credit Facility from, among other things,
the proceeds of certain asset
sales and issuances of debt or equity securities. These mandatory
repayments permanently reduce
the amount available to be borrowed under the Credit Facility.

The Credit Facility contains customary affirmative and negative
covenants, including a requirement
to maintain a minimum amount of liquidity and a requirement to use
reasonable efforts to cause the
composition of the Board of Directors of AIG to be satisfactory to the
trust within 10 days after the
establishment of the trust.

Under the agreement, AIG will issue a new series of perpetual,
non-redeemable Convertible
Participating Serial Preferred Stock to a trust that will hold the
Preferred Stock for the benefit of the
United States Treasury.

The Preferred Stock will, from issuance:

   -- be entitled to participate in any dividends paid on the
      common stock, with the payments attributable to the
      Preferred Stock being approximately, but not in excess
      of, 79.9% of the aggregate dividends paid on AIG's common
      stock, treating the Preferred Stock as if converted; and

   -- vote with AIG's common stock on all matters submitted to
      AIG's shareholders, and will hold approximately, but not
      in excess of, 79.9% of the aggregate voting power of the
      common stock, treating the Preferred Stock as if converted.

The Preferred Stock will remain outstanding even if the Credit Facility
is repaid in full or otherwise
terminates.

Pursuant to the Credit Facility, AIG is required to hold a special
shareholders meeting to amend its
restated certificate of incorporation to increase its share
capitalization and to lower the par value of
its common stock to permit the conversion of the Preferred Stock into
common stock.  Once this
amendment is effective, the Preferred Stock will be convertible at any
time into 79.9% of the shares
of common stock outstanding at the time of issuance.

AIG is required to enter into a customary registration rights agreement
that will permit the NY Fed
to require AIG to register the Preferred Stock and the underlying common
stock under the
Securities Act of 1933.

The Credit Facility will be secured by a pledge of the capital stock and
assets of certain of AIG's
subsidiaries, subject to exclusions for certain property the pledge of
which is not permitted by AIG
debt instruments, as well as exclusions of assets of regulated
subsidiaries, assets of foreign
subsidiaries and assets of special purpose vehicles.

Copy of the Credit Agreement is available free of charge at:

               http://researcharchives.com/t/s?331e

Copy of the Pledge Agreement is available free of charge at:

               http://researcharchives.com/t/s?331f

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: To Sell ILFC Unit to Pay Off $85BB Gov't Loan
-------------------------------------------------------------
American International Group Inc. is considering selling  
International Lease Finance Corp., its aircraft leasing company,
Liam Pleven and J. Lynn Lunsford at The Wall Street Journal
report, citing a person familiar with the matter.

According to WSJ, a source said that AIG's board met Sunday to
discuss what units the company should sell to pay off a
$85 billion loan from the government to help the company avoid
possible bankruptcy.

The source said that investors from the U.S., Europe, Asia, and
the Middle East have expressed interest in investing in a buyout,
WSJ relates.  

ILFC's founder and chairperson Steven Udvar-Hazy sold the company
to AIG in 1990.  ILFC is a standalone business with a yearly
revenue of $6 billion.  It has more than 1,030 jetliners and is
valued at more than $50 billion.  AIG's equity interest in the
leasing company is about $7 billion.

Mr. Udvar-Hazy is leading an effort to purchase ILFC, WSJ states.

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.


ALLIED WASTE: Board Won't Rescind Employment Agreement Provisions
-----------------------------------------------------------------
Allied Waste Industries, Inc. disclosed in a Securities and
Exchange Commission filing that on Sept. 18, 2008, James W.
Crownover, a member of its board of directors, sent a letter to
CtW Investment Group.

The letter was in reaction to CtW Investment's request with
company's board of of directors to rescind any provisions of the
employment agreement amendments the board approved on June 22,
2008 that have the effect of increasing change-in-control payments
for Allied executives.

In the letter, Mr. Crownover said the company's board of directors
declined to consider rescinding or seeking executive agreement to
rescind the amendments to the executive employment agreements
approved on June 22, 2008, due to these reasons:

   -- the board of directors believes that the amendments -- which
      address change-in-control payments as well as other terms of
      employment -- are in the best interests of Allied's
      stockholders;

   -- the board views executive employment agreements as a
      critical component of attracting and retaining the best
      management talent;

   -- the board considers change in control payments to be key
      tools to motivate and retain management in connection with
      strategic transactions such as the pending Allied-Republic
      merger;

   -- the amendments approved on June 22, 2008 will continue to
      apply if the Allied-Republic merger is not consummated for
      any reason.  This is because the board of directors
      concluded that the prior agreements, with their unusual
      provisions, were not in the best interests of Allied or its
      stockholders in that they were not adequate to meet the
      objectives of attracting and retaining executives of the
      highest caliber;

   -- CtW's assertions regarding the financial implications of the
      amendments in connection with the pending Allied-Republic
      transaction are incorrect.  Of the five Allied
      executive officers, only Messrs. Zillmer and Hathaway are
      not expected to continue with the combined company.  The
      other executive officers are expected to continue and thus
      the merger will not trigger any cash change-in-control
      payments for them.

                        About Allied Waste

Based in Phoenix, Arizona, Allied Waste Industries Inc. (NYSE: AW)
-- http://www.alliedwaste.com/and http://www.disposal.com/--   
provides waste collection, transfer, recycling and disposal
services to millions of residential, commercial and industrial
customers in over 100 major markets spanning 38 states and Puerto
Rico.  

                          *     *     *

As reported in the Troubled Company Reporter on June 25, 2008,
Fitch Ratings placed the ratings of Allied Waste Industries Inc.
on Rating Watch Positive, including the company's CCC+/RR6 Senior
subordinated rating, following the announcement that the company
intends to merge with Republic Services Inc.

                          Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$13.94 billion in total assets, $9.83 billion in total
liabilities, and $4.11 billion in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $1.05 billion in total current
assets available to pay $1.87 billion in total current
liabilities.


APPLERIDGE RETIREMENT: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Appleridge Retirement Community, Inc.
        3005 Watkins Road
        Horseheads, NY 14845

Bankruptcy Case No.: 08-22508

Type of Business: The Debtor owns apartments.

Chapter 11 Petition Date: September 29, 2008

Court: Western District of New York (Rochester)

Debtor's Counsel: Stephen A. Donato, Esq.
                  sdonato@bsk.com
                  Bond, Schoeneck & King, PLLC
                  One Lincoln Center
                  Syracuse, NY 13202-1355
                  Tel: (315) 218-8336  

Estimated Assets: $5,535,629

Estimated Debts: $26,767,620

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Touchstone Asset Management    Building consisting   $19,017,751
c/o Bank of America            of approximately
99 Founders Plaza Stop CTEH    167,300 sq. ft.
FO3E                           situated on 21.997
East Hartford, CT 06108-3292   acres located at
                               campus address of
                               3005 Watkins Road
                               in Village of
                               Horseheads;

                               security: $5,000,000

David Christa Construction     Services              $246,625.00
Inc.
119 Victor Heights Parkway       

Village of Horseheads          PILOT Agreement       $220,000
202 S. Main Street           
Horseheads, NY 14845         

Horseheads Central School      PILOT Agreement       $154,051
District                     

Chemung County Industrial      Agreement             $114,051
Dev. Agency                      

Cutler's Paint & Carpet                              $54,661
Center

US Foodservice                                       $16,724

Gannett Central NY                                   $15,786
Newspapers                       

Perry & Carroll, Inc.                                $10,820

Associated Textile Rental                            $9,265
Services   

NYSEG Solutions                Utility services
$9,704                      

The Leader                                           $5,360

Behlog & Son Produce           Trade debt            $4,763

Hess Corporation                                     $4,381

NYSEG                          Utility services      $4,429

Janet Ross                                           $3,001

Harry & Sophie Shabanowitz     Resident              $2,695
Appleridge Retirement          overpayment

Fire Alarm Service Technology                        $2,665

Finger Lakes HVAC&R, Inc.                            $2,575


APP PHARMACEUTICALS: Files Notice of De-registration with SEC
-------------------------------------------------------------
APP Pharmaceuticals Inc. has filed a Form 15 with the Securities
and Exchange Commission for the termination of registration under
the Securities Exchange Act.

                      About APP Pharmaceuticals

Headquartered in Schaumburg, Illinois, APP Pharmaceuticals Inc. is
a hospital-based injectable pharmaceutical company, focusing on
oncology, anti-infective, anesthetic/analgesic and critical care
markets.  The company develops, produces and markets a
comprehensive portfolio of over 100 hospital-based injectable
products and operates three manufacturing facilities producing a
comprehensive range of dosage formulations, including
lyophilization.

At March 31, 2008, the company's balance sheet showed total assets
of $1,087,100,000 and total liabilities of $1,160,010,000,
resulting in a total stockholders' deficit of $72,910,000.

The Troubled Company Reporter reported on July 11, 2008, that
Standard & Poor's Ratings Services affirmed APP Pharmaceuticals
Inc.'s 'BB' long-term corporate ratings.  The outlook on APP is
stable.


ARIEL WAY: June 30 Balance Sheet Upside-Down by $1,129,462
----------------------------------------------------------
Ariel Way Inc.'s consolidated balance sheet at June 30, 2008,
showed $159,929 in total assets and $1,289,391 in total
liabilities, resulting in a $1,129,462 total stockholders'
deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $8,603 in total current assets
available to pay $1,289,391 in total current liabilities.

The company reported a net loss of $1,328,898 for the third
quarter ended June 30, 2008, compared with a net profit of
$131,523 in the same period 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?32ed  

                     Going Concern Disclaimer

Bagell, Josephs, Levine & Company, LLC, in Marlton, N.J.,
expressed substantial doubt about Ariel Way Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Sept. 30,
2007.  The auditing firm said that the company did not generate
sufficient cash flows from revenues during the year ended
Sept. 30, 2007, to fund its operations.  Also at Sept. 30, 2007,
the company had negative net working capital of $2,554,341.

                         About Ariel Way

Based in Vienna, Va., Ariel Way Inc. (OTC BB: AWYI) --
http://www.arielway.com/-- is a technology and services company   
for highly secure global communications, multimedia and digital
signage solutions and technologies.  The company is focused on
developing innovative and secure technologies, acquiring and
growing profitable advanced technology companies and global
communications service providers and creating strategic alliances
with companies in complementary product lines and service
industries.


ATA AIRLINES: To Sell Assets to American Aviation for $3,800,000
----------------------------------------------------------------
In May 2008, the Federal Aviation Administration approached ATA
Airlines Inc., concerning the Debtor's intentions with respect
to continuing or restarting its business operations.  The Debtor
informed the FAA that it had ceased operations, but was
interested in maintaining its operating certificate with any eye
toward marketing it to third parties for a potential sale.  The
FAA at that time expressed a reluctance regarding the
contemplation of selling the operating certificate as a stand-
alone asset.

The Debtor subsequently engaged in protracted discussions with
the FAA in an effort to convince the FAA to allow the Debtor to
maintain the operating certificate and to discuss the contours of
a potential sale of the operating certificate.  The FAA indicated
during those discussions that the operating certificate is not a
stand-alone tangible asset; instead, it is a set of attributes
permitting an individual or company to provide a controlled type
of flight service.  As such, the FAA will only recognize the
continuation of the operating authority through a sale of the
company.  The discussions with the FAA have shaped the Debtor's
efforts to maintain its operating authority and its related
marketing efforts, counsel for ATA Airlines, Terry Hall, Esq., at
Baker & Daniels LLP, in Indianapolis, Indiana, said.

After the bankruptcy filing, the Debtor began receiving
expressions of interest from various parties regarding an
acquisition of the Debtor's business and its operating
certificate, Ms. Hall relates.  In all, 12 parties contacted the
Debtor inquiring about a sale of the operating certificate.  In
addition, the Debtor also solicited input from its secured lender
JPMorgan Chase Bank, N.A. and the Unsecured Creditors Committee
concerning the sale process and the identification of possible
buyers.  The Debtor is not aware of any additional parties who
might be interested in purchasing its business, Ms. Hall notes.

The Debtor had discussions or negotiations with each of the
interested parties, and informed each of the parties during
course of the discussions of the FAA's views concerning the
operating certificate and its ability to be transferred.  The
Debtor ultimately identified several parties with a legitimate
interest in purchasing the company as a means of continuing or
restarting the airline.  The Debtor entered into non-disclosure
agreements with these parties, and exchanged relevant business
and financial information with them in furtherance of a potential
sale transaction.

As a result of the information exchange, the Debtor solicited,
received, and negotiated letters of intent for the sale of the
company with three of the interested parties.  Parallel with
these negotiations, the Debtor briefed the FAA on the potential
transactions and sought the FAA's input on each transaction.  The
Debtor has determined that the offer submitted by American
Aviation Investments is the highest and best offer for the
Company.

Accordingly, the Debtor, as seller, and American Aviation, as
purchaser, have entered into a binding letter of intent dated
September 5, 2008, which contemplates the sale of the Debtor's
business and related authorities and assets to AAI for
$3,800,000.

ATA Agreed to sell its air carrier operating certificate, the
Department of Transportation Certificate of Public Commerce and
Necessity, all documents necessary for its normal operations,  
and any client database, computer software, the goodwill, and all
intangibles owned by or licensed to and constituting the
intellectual property of the Debtor.  The airlines also agreed to
sell all of its outstanding stock and transfer its right to
airport slots at LaGuardia Airport in New York.   

ATA Airlines said the sale of the assets would be implemented
through a stock transaction under its Chapter 11 plan, and would
be subject to the plan confirmation requirements.

"The sale would be effectuated through the sale of either new ATA
stock issued pursuant to the confirmed plan or the stock of an
ATA subsidiary formed under the confirmed plan," a filing in the
U.S. Bankruptcy Court for the Southern District of Indiana said.

The sale of the airlines will be free and clear of all liens,
claims, interests, and other encumbrances, with the liens
attaching to the sale proceeds with the same validity and
priority as they had against the assets comprising the airlines.

Under the deal, American Aviation is required to deposit $850,000
in immediately available funds after the Court approves the
company as the buyer of the assets.  The deposit would be
credited against the amounts payable to ATA Airlines at the
closing of the transaction.

Ms. Hall said the deposit would be refundable only if a Chapter
11 plan effectuating the transaction is not confirmed by Jan. 31,
2009, or if the Federal Aviation Administration revokes or
invalidates the airlines' operating certificate before the
closing of the transaction for a reasons other than domestic
ownership requirements or a breach of American Aviation's
obligations under the Letter of Intent.

Ms. Hall said, however, that the assets are open for bidding and
that an auction would be conducted at the Oct. 7 hearing if the
airlines receives competing bids.
  
ATA Airlines ask the Court to designate American Aviation as the
purchaser, and to authorize it to enter into the Letter of
Intent.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA  Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

(ATA Airlines Bankruptcy News, Issue No. 90; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).  


ATA AIRLINES: To Auction Aircraft on Oct. 7; Flight Support Bids
----------------------------------------------------------------
ATA Airlines Inc., sought approval from the U.S. Bankruptcy Court
for the Southern District of Indiana to sell its aircraft and
other properties, with Flight Support as the likely buyer.

The airlines intends to sell L1011 aircraft, spare engines,
tooling, among other things.    

Terry Hall, Esq., at Baker & Daniels LLP, in Indianapolis,
Indiana, said they had already closed an agreement to sell the
assets to Flight Support for $2,500,000.

Ms. Hall said that Flight Support's offer is the highest and the
best that ATA Airlines has received so far.  She pointed out,
however, that the assets may be sold in an auction if other
interested buyers offer a better bid.

Flight Support has already deposited $2,000,000 in immediately
available funds for the assets.  The deposit is refundable only
if the Court does not approve Flight Support as the buyer, and if
there is no termination of the agreement "by reason of a default
by Flight Support," according to the court filing.

ATA Airlines asked the Court to conduct an auction at an Oct. 7
hearing, in the event there are other bids submitted, in
accordance with these bidding procedures:

   1) The competing offer must be submitted in the form of a   
      mark-up of the purchase agreement and must be for all of
      the assets.  Bids on subsets or individual pieces of the
      Assets would not be accepted.

   2) The competing offer must include a purchase price in an
      amount not less than $100,000 greater than the purchase
      price offered by Flight Support.

   3) Competing offers must be in the form of cash without any
      financing contingencies and cannot be subject to further
      due diligence.

   4) Competing offers must be submitted on or before Oct. 3,
      at 5:00 p.m.,  Eastern Time by mail, hand-delivery,
      facsimile, or electronic mail to counsel for ATA
      Airlines, JPMorgan Chase Bank, N.A., the Official
      Committee of Unsecured Creditors, and the U.S. Trustee.

Any bidder is required to tender a bid deposit for $2,000,000
directly to ATA Airlines by wire transfer of immediately
available funds by end of Oct. 6.               

Bidding at the auction would proceed in minimum bid increments of
$100,000.

"A bidder wishing to submit an incremental bid that is less than
the minimum of $100,000 may do so, but only by announcing that
such bid is the bidder's highest or otherwise best bid and, if
topped, such bidder would no longer participate in the auction,"
Ms. Hall said, adding that the bidding would continue to be in
$100,000 minimum bid increments.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA  Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

(ATA Airlines Bankruptcy News, Issue No. 90; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).  


AUTOBYTEL INC: Lays Off 35% of Staff to Cut Costs, Plans Sale
-------------------------------------------------------------
Autobytel Inc. has fired 75 employees, or 35% of its work force,
as part of a cost-cutting effort it began in 2007, The Wall Street
Journal reports.  

According to WSJ, Autobytel expects that with the layoffs, the
company would be able to save some $10 million per year and hopes
that the company would return to profitability.  

WSJ relates that Autobytel has also started reviewing options,
including its possible sale.  The company hired RBC Capital
Markets Corp. to advise it during the review, the report says.  

WSJ quoted Autobytel's CEO Jim Riesenbach as saying, "We believe
our current stock price as well as overall market conditions are
conducive to, and have driven, increased interest in Autobytel
from various third parties."  WSJ reports that Autobytel's stock
has declined 64% this year, putting the company's market value at
$45 million.

Autobytel hasn't been profitable in for several years, posting net
losses almost every quarter dating back to 2005, WSJ relates.

                        About Autobytel

Irvine, California-based Autobytel, Inc. --
http://www.autobytel.com-- is an automotive media and marketing  
services company focused on helping dealers sell cars and
services, and manufacturers build brands through marketing and
advertising primarily through the Internet.  The company owns and
operates automotive Websites, including MyRide.com, Autobytel.com,
Autoweb.com, Car.com, CarSmart.com, AutoSite.com and CarTV.com.  


BEARINGPOINT INC: Moody's Reviews 'B2' CF Rating for Likely Cut
---------------------------------------------------------------
Moody's Investors Service has placed the B2 corporate family,
unsecured subordinated convertible notes, and speculative grade
liquidity ratings on review for possible downgrade.  The review
was prompted by slower than anticipated improvement in the
company's free cash flow and concerns about the company's ability
to retain sufficient liquidity in light of the $200 million 5%
senior subordinated convertible notes, which can be put to the
company at the investor's option on April 15, 2009.  Moody's last
rating action was on December 7, 2007, when Moody's confirmed
BearingPoint's B2 corporate family rating and assigned a negative
rating outlook.

The review will focus on the company's prospects for improving its
cash position by generating free cash flow as well as net cash
proceeds that may be derived through the sale of certain assets,
which could include various business units or the company as a
whole.  The review will also assess the company's ability to
access capital markets, potential alternatives to reduce debt,
possible additional restructuring costs, and working capital
needs.

Ratings on review for possible downgrade are:

  -- Corporate Family Rating - B2
  -- Probability of Default Rating - B2
  -- $250 million Series A Subordinated Convertible Notes to Caa1
     (LGD5, 86%)

  -- $200 million Series B Subordinated Convertible Notes to Caa1
     (LGD5, 86%)

  -- Short-Term Liquidity Rating SGL-3

Headquartered in Mclean, Virginia, with approximately $3.4 billion
in revenues for the twelve months ended June 30, 2008,
BearingPoint, Inc. provides I/T consulting and managed services to
commercial and governmental entities worldwide.


BILL HEARD: Wants to Obtain $6.7 Million GMAC DIP Facility
----------------------------------------------------------
Bill Heard Enterprises Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Northern District of Alabama for
authority to access $6,716,925 in debtor-in-possession financing
under a loan agreement with GMAC LLC.

The committed $6,716,925 financing will incur interest at a rate
per annum equal to prime plus 4%.

Robert B. Rubin, Esq., at Burr & Forman LLP in Birmingham,
Alabama, relates that the Debtors have three floor plan lenders
including GMAC LLC, BMW Financial Services N.A., and JPMorgan
Chase Bank N.A.  GMAC provides the floor plan lending at the
remaining 10 of the Debtors' dealership for $229,000,000, while
BMW provides lending at the Debtors' dealership in Plant City,
Florida, Union City, Georgia and Sugar Land, Texas, and JP Morgan
provides lending at the Debtors' dealership in Scottsdale,
Arizona, Mr. Rubin continued.

Mr. Rubin says that Majority of the Debtors' dealerships
are located on real property owned by one or more of their
subsidiaries.  The real property is mortgaged to various entities
including GE Commercial Finance Business Property Corporation,
Astar Finance Falcon II LLC, Columbus Bank & Trust Company, GMAC
or JPMorgan, he points out.

According to the motion, the Debtors have an immediate need for
financing.  The access to the lender's financing will allow the
Debtors to continue to finance their orderly liquidation and the
wind-down of their affairs for the benefit of the estates.  The
wind-down will maximize distribution to creditors, and the failure
to liquidate may cause irreparable harm to the debtors' cases.

The loan agreement contains customary and appropriate events of
default including, but are not limited to:

  -- failure by the Debtors to make timely payments;
  -- misinterpretation by the Debtors;
  -- breach of specific covenants or other covenants by the
     Debtors;
  -- default under other DIP financing documents;
  -- uninsured losses or unauthorized disposition;
  -- the occurrence of certain bankruptcy events;
  -- change of control of Debtors;
  -- the occurrence of any event that could be reasonably assume
     to have a material adverse effect; and
  -- criminal forfeiture.

To secured their DIP obligations, the lenders will be granted an
administrative expense claims against the Debtors' estate.

A full-text copy of the Debtors' Debtor-in-Possession budget is
available for free at http://ResearchArchives.com/t/s?331a

                         About Bill Heard

Headquartered in Huntsville, Alabama, Bill Heard Enterprises Inc.
-- http://www.billheardhuntsville.com/-- is one of the largest  
dealers of Chevrolet in the United States.  The company and 17 of
its affiliates filed for Chapter 11 protection on Sept. 28, 2008
(Bankr. N.D. Ala. Lead Case No. 08-83028).  Derek F. Meek, Esq.,
at Burr & Forman, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between
$500 million and $1 billion each.


BI-LO LLC: S&P Chips Corp. Credit to 'B-'; Keeps Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on Greenville, South Carolina-based BI-LO LLC to 'B-' from
'B.'  The outlook remains negative.
     
"The rating change reflects our concern regarding BI-LO's ability
to refinance its existing $260 million term loan and $100 million
asset-based revolver when they come due in March 2009," said
Standard & Poor's credit analyst Jackie E. Oberoi, "given the
current lack of liquidity in the credit markets for speculative-
grade credits."  In addition, S&P expects the EBITDA cushion over
financial covenants -- already thin as of the second quarter ended
July 12, 2008 -- to narrow as of the third quarter when covenants
become more restrictive.


CASCADE NURSERY: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Cascade Nursery, LLC
        P.O. Box 272050
        Lutz, FL 33558

Bankruptcy Case No.: 08-15089

Chapter 11 Petition Date: September 29, 2008

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Harley E. Riedel, Esq.
                  hriedel.ecf@srbp.com
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison St., #200
                  Tampa, FL 33602
                  Tel: (813) 229-0144

Estimated Assets: Less than $50,000

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/flmb08-15089.pdf


CCM MERGER: S&P Revises Outlook to Negative from Stable
-------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Detroit, Michigan-based CCM Merger Inc. to negative from stable.  
Ratings on the company, including the 'B' corporate credit rating,
were affirmed.
     
"The outlook revision reflects our concern regarding the limited
cushion with respect to CCM's total leverage covenant and the
potential for a violation of this covenant over the near term, as
this measure steps down by 0.2x in the first quarter of 2009,"
explained Standard & Poor's credit analyst Michael Listner.
     
Having completed the expansion project at its MotorCity facility,
the bank agreement requires that consideration now be given to
formerly excluded debt in calculating covenant compliance for the
company. Given the limited operating history of the completed
facility, EBITDA is calculated by annualizing year-to-date
performance.  Based on this methodology, and assuming that total
debt remains constant, CCM would need to achieve an average EBITDA
growth rate of approximately 22% in the second half of the year in
order to achieve total leverage covenant compliance.  S&P expects
that these growth assumptions and the need for continuous
deleveraging will prove to be challenging given weak economic
conditions and competitive pressures from MGM Grand Detroit.
     
Despite S&P's concerns regarding covenants, CCM has performed
relatively well in 2008, growing EBITDA by approximately 16%
during the first half of the year.  Although casino revenue for
the company declined by approximately 0.5% according to the
Michigan Gaming Control Board, growth in EBITDA was primarily
driven by a 5% decline in the wagering tax rate, which was
approved in March of this year and retroactive to Jan. 1.  The tax
rollback was awarded following the opening of CCM's permanent
facility and will remain in effect gong forward, leading to
consistent comparables in 2009, commensurate with the anniversary
of this rollback.
     
CCM Merger Inc. is a private company and does not publicly report
its financial results.  Based on S&P's expectation for stable cash
flow generation now that the expansion is complete, CCM is
expected to reduce debt balances going forward.  Given a required
75% excess cash flow sweep for its term loan debt, S&P expects
that leverage peaked in 2007, and believes that this measure will
continue to improve, despite concerns that economic weakness may
have some impact on operating performance in the second half of
2008.


CD 2006-CD3: S&P Slashes Class Q Certs. Rating to 'CCC+' from 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of pooled commercial mortgage pass-through certificates
from CD 2006-CD3 Mortgage Trust.  Concurrently, S&P affirmed its
ratings on 24 other classes from this transaction.
     
The downgrades reflect anticipated credit support erosion upon the
eventual resolution of one asset ($7.4 million) that is currently
with the special servicer, J.E. Roberts Co., as well as credit
concerns with three ($14 million, 1%) of the 11 loans
($132 million, 3%) in the pool that have a reported debt service
coverage of less than 1.0x.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
Details of the asset with the special servicer are:

     -- The Macdade Terrace Apartments loan ($7.6 million) is  
        secured by a 160-unit multifamily property that consists
        of four, three-story buildings located in Woodlyn,
        Pennsylvania.  The loan is 90-plus-days delinquent and was
        transferred to the special servicer in July 2008 due to
        payment default.  The property condition report shows that
        there is a significant amount of deferred maintenance at
        the property.  The property performance also suffered from
        rent collection issues.  As of August 2008, occupancy was
        88%.  An appraisal is being finalized, and Standard &
        Poor's expects a significant loss upon the resolution of
        this asset.

Three of the 11 loans that have a reported DSC of less than 1.0x
are currently credit concerns.  The 11 loans are secured primarily
by a variety of multifamily, office, retail, and parking garage
properties, have an average balance of $11.2 million, and have
experienced an average decline in DSC of 35% since issuance.  The
three loans that are credit concerns are secured by multifamily,
office, and retail properties.  These properties have experienced
a combination of declining occupancies and higher operating
expenses.  The remaining loans secure properties that are in
various stages of renovation or lease-up and are not currently
credit concerns because S&P expects the net cash flow available
for debt service to improve in the future.
     
As of the Sept. 17, 2008, remittance report, the collateral pool
consisted of 191 loans with an aggregate balance of $3.55 billion,
compared with 192 loans with a balance of $3.57 billion at
issuance.  The master servicers, Capmark Finance Inc., Wachovia
Bank N.A., and Midland Loan Services Inc. reported financial
information for 99% of the pool.  Ninety percent of the servicer-
provided information was full-year 2007 data, and 9% was interim-
2008 data.  Standard & Poor's calculated a weighted average DSC of
1.49x for the pool, up slightly from 1.40x at issuance.  All of
the loans in the pool are current except for the asset with the
special servicer.
     
The top 10 loans have an aggregate outstanding balance of
$1.5 billion (43%) and a weighted average DSC of 1.35x, down from
1.52x at issuance.  The master servicers provided property
inspections for nine of the top 10 loan exposures.  One was
characterized as "excellent," and the other eight properties were
characterized as "good."
     
The credit characteristics of the Ala Moana portfolio (8.5%), High
Point Furniture Mart (5.5%), 80 Field Point Road (0.2%), and
Century City Central Plant (0.2%) loans are consistent with those
of investment-grade obligations.

Details of the two largest of these loans are:

     -- The Ala Moana portfolio loan, which is the largest
        exposure in the pool, has a trust balance of
        $200.0 million and a whole-loan balance of $1.5 billion.

        The whole loan is secured by the fee and leasehold
        interests in four properties: a regional mall, two office
        buildings, and a retail property located in Honolulu,
        Hawaii.  The reported combined DSC for this loan was 1.59x
        as of year-end 2007, and occupancy was 97.1%, compared
        with a DSC of 1.81x and 96% occupancy at issuance.  The
        underwritten NCF at issuance was based on the completion
        and full lease-up of 300,000 sq. ft. of expansion space.  
        Standard & Poor's adjusted value for this loan is
        comparable to its level at issuance.

     -- The High Point Furniture Mart loan is the third-largest
        exposure in the pool and has a trust and whole-loan
        balance of $194.8 million.  The loan is secured by the fee
        interest in an eight-building, 2 million-sq.-ft.
        retail/showroom complex located in High Point, North
        Carolina.  The reported DSC for this loan was 1.71x as of
        year-end 2007, and occupancy averaged 98% in 2007.  

Standard & Poor's adjusted NCF for this loan is comparable to its
level at issuance.
     
Capmark reported a watchlist of 29 loans with an aggregate
outstanding balance of $266.6 million (8%).  The St. Ives
Apartments loan is the largest loan on the watchlist and the 17th-
largest loan in the pool.  The loan is secured by a 516-unit
multifamily property located in northeast Philadelphia,
Pennsylvania.  The loan was placed on the watchlist because DSC
was 0.95x for the first quarter of 2008.  The decrease in DSC is
due to lower occupancy, the addition of security guards beginning
in August 2007, and the upgrading of apartments as they become
vacant.  The property was 91% occupied as of March 30, 2008.
     
Standard & Poor's stressed the loans on the watchlist, along with
other loans with credit issues, as part of its pool analysis.  The
resultant credit enhancement levels support the lowered and
affirmed ratings.

                          Ratings Lowered

                     CD 2006-CD3 Mortgage Trust
           Commercial mortgage pass-through certificates

                         Rating
                         ------
            Class     To        From   Credit enhancement
            -----     --        ----   ------------------
            N         B+        BB-           1.76%
            O         B         B+            1.64%
            P         B-        B             1.26%
            Q         CCC+      B-            1.13%

                           Ratings Affirmed

                     CD 2006-CD3 Mortgage Trust
          Commercial mortgage pass-through certificates
  
          Class     Rating            Credit enhancement
          -----     ------            ------------------
          A-1       AAA                     35.89%
          A-1D      AAA                     35.89%
          A-2       AAA                     35.89%
          A-3       AAA                     35.89%
          A-AB      AAA                     35.89%
          A-4       AAA                     35.89%
          A-5       AAA                     35.89%
          A-1S      AAA                     35.89%
          A-M       AAA                     26.63%
          A-J       AAA                     11.83%
          A-1A      AAA                     11.83%
          B         AA+                     11.20%
          C         AA                       9.69%
          D         AA-                      8.81%
          E         A+                       8.18%
          F         A                        7.43%
          G         A-                       6.17%
          H         BBB+                     5.03%
          J         BBB                      3.90%
          K         BBB-                     2.77%
          L         BB+                      2.39%
          M         BB                       2.14%
          XP        AAA                       N/A
          XS        AAA                       N/A


                      N/A -- Not applicable.


CENTRO NP: Financial Difficulties Cue Moody's to Junk Debt Rating
-----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured debt
ratings of Centro NP LLC (formerly New Plan Excel Realty Trust,
Inc.) to Caa1, from B3.  Although the company announced that its
lenders extended its September 30, 2008 refinancing deadline for
US debt to be coterminous with the Australian deadline of Dec. 15,
the inability to complete portfolio sales and the material decline
in capital market liquidity continues to pressure the rating.  The
ratings are under review for possible downgrade.

These ratings actions reflect the financial difficulties and
uncertainty Centro NP's parent (Super LLC) is facing in
refinancing its own bridge debt in addition to Centro NP's
currently outstanding $307 million revolving line of credit.  
Moody's also expects that Centro NP LLC will have heightened
leverage and secured debt following the take-out of the bridge
financing, significant property sales to fund debt, and a
reduction in transparency due to increased organizational
complexity.  

Moody's review will focus on the final capital structure and
strategic profile of the company in light of Centro NP's and
Centro Properties Group's short-term pressure to refinance debt.  
Moody's will continue to monitor Centro NP's compliance with its
bond covenants and the quality and composition of its portfolio as
it works though these financings.  The maturity date of both the
bridge facility and the line of credit is December 15, 2008.

Moody's acknowledges that Centro NP has a defensive portfolio that
may afford opportunities for asset sales or financing to pay off
debt.  Since the acquisition, Centro NP's parent's bridge loan has
been reduced to approximately $1.9 billion due to a $300 million
CMBS issuance and the conversion of $400 million to a one-year
term loan.  Centro Properties Group is operating its US community
and neighborhood shopping center portfolio from Centro NP's New
York City headquarters, utilizing New Plan's nationwide operating
infrastructure and staff as its base.

A confirmation of the Caa1 rating with a stable outlook would be
contingent upon Centro NP refinancing by the December 15, 2008
deadline without materially pressuring their leverage, secured
debt, and other credit metrics, while complying with bond
covenants.  Moody's stated that the adoption of a viable plan to
refinance/restructure Centro Property Group's debt will be a
positive.  A downgrade would most likely reflect further
extensions for Centro NP to refinance its line or Centro
Properties Group to refinance its debt, no viable plan to
refinance/restructure Centro NP's and Centro Property Group's
debt, noncompliance with bond covenants at the Centro NP level,
acceleration of bond payments, a firesale of assets, or a
bankruptcy filing.

These ratings were lowered to Caa1, and are under review for
possible downgrade:

  * Centro NP LLC -- Senior unsecured debt to Caa1, from B3;
    medium-term notes to Caa1, from B3.

Centro NP LLC, headquartered in New York City, owns and operates
community and neighborhood shopping centers.  The company had
assets of $4.5 billion and equity of $2.3 billion at June 30,
2008.

Centro Properties Group (AXP: CNP), headquartered in Melbourne,
Victoria, Australia, is an Australian Listed Property Trust that
specializes in the ownership, management and development of retail
shopping centers in Australia, New Zealand and the USA.  The
company has A$22.6 billion in assets under management.


CHA HAWAII: Delaware Court Transfers Venue of Cases to Hawaii
-------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that U.S. Bankruptcy Court
for the District of Delaware granted the request of St. Francis
Healthcare System of Hawaii to have the Chapter 11 bankruptcy
cases of CHA Hawaii, LLC, and its debtor-affiliates transferred to
Hawaii on Sept. 19, 2008.  St. Francis Healthcare is the Debtors'
largest secured creditor, the report notes.

The Court decided that the case was better suited to Hawaii, the
report says.  The Court, however, reserved the right to decide how
much in fees to pay the lawyers for the hospitals and the Debtors'
Official Committee of Unsecured Creditors, according to the
report.

                         About CHA Hawaii

Based in Wichita, Kans., CHA Hawaii, LLC runs a health care
business.  The Debtor and three of its debtor-affiliates filed for
Chapter 11 reorganization on Aug. 29, 2008 (Bankr. D. Del. Lead
Case No. 08-12027).  When the Debtor filed for protection from its
creditors, it listed assets of between $1 million and $10 million,
and debts of between $50 million and $100 million.


CHARTER COMMUNICATIONS: Jonathan L. Dolgen Resigns from Board
-------------------------------------------------------------
Charter Communications Inc. disclosed that Jonathan L. Dolgen has
resigned from its board of directors effective Sept. 29, 2008.

"[Mr. Dolgen] has been a valuable member of Charter's board and
has made many significant contributions to the company in a
variety of areas," Paul G. Allen, chairman of the board and
controlling shareholder of Charter, said.  "We appreciate his
years of service, and wish him well."

"Resigning for personal reasons and to make time available for
other interests, Mr. Dolgen said.  "I have enjoyed having an
opportunity to work with Paul Allen and the other members of the
board and with the management of the company, particularly Neil
Smit."

Mr. Dolgen, the former chairman of the Viacom Entertainment
Group, is Principal of Wood River Ventures, LLC and serves as
Senior Advisor to Viacom, Inc. and among his other activities
is a member of the board of directors of Expedia, Inc. and
Ticketmaster.  His position on the board will not be replaced at
this time.

                   About Charter Communications

Headquartered in St. Louis, Missouri, Charter Communications Inc.
(Nasdaq: CHTR) -- http://www.charter.com/-- is a broadband      
communications company and the third-largest publicly traded cable
operator in the United States.  Charter provides a full range of
advanced broadband services, including advanced Charter Digital
Cable(R) video entertainment programming, Charter High-Speed(R)
Internet access, and Charter Telephone(R).  Charter Business(TM)
similarly provides broadband communications solutions to business
organizations, such as business-to-business Internet access, data
networking, video and music entertainment services, and business
telephone.  Charter's advertising sales and production services
are sold under the Charter Media(R) brand.

At June 30, 2008, the company's balance sheet showed total assets
of 14.71 billion and total liabilities of $23.21 billion,
resulting in a shareholders' deficit of $8.50 billion.
  
As reported in the Troubled Company Reporter on March 14, 2008,
Moody's Investors Service affirmed these ratings for Charter
Communications Inc.: (i) corporate family rating: Caa1; (ii)
probability-of-default rating: Caa2; and (iii) senior unsecured
notes: Ca (LGD5 -- 87%).


CHINA GATEWAY: June 30 Balance Sheet Upside-Down by $17.8 Million
-----------------------------------------------------------------
China Gateway Corporation's balance sheet as of June 30, 2008,
showed $29.1 million in total assets, $47 million in total
liabilities, resulting to $17.8 million in shareholders' deficit.

The company posted $3.89 million in net losses for three months
ended June 30, 2008, compared with $1.92 million in net losses for
three months ended June 30, 2007.

The company posted $2.22 million in net losses for six months
ended June 30, 2008, compared with $1.22 million in net losses for
six months ended June 30, 2007.

The Company suffered losses for the three and six months ended
June 30, 2008, and accumulated deficit of $13.74 million.  These
conditions raise substantial doubt as to the Company's ability to
continue as a going concern.

On June 5, 2008, China Gateway Corporation, formerly g8wave
Holdings, Inc. all of the its right, title, and interest in and to
all of the capital stock of the Company's wholly owned subsidiary,
g8wave, Inc., pursuant to that certain Stock Purchase Agreement,
entered into as of May 12, 2008, by and among Mr. Mindich, PMCG
Management Company, LLC and the Company.

                 About China Gateway Corporation

Headquartered in Boston, China Gateway Corporation (fka g8wave
Holdings Inc. (OTC BB: GEWV) -- http://www.g8wave.com/-- is an  
integrated mobile media company   and a global provider of
interactive entertainment, social networking/community services
and mobile marketing services.  The company provides services in
the following areas: mobile content distribution services, mobile
marketing applications and consulting, and mobile community
development services.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 4, 2008,
Sherb & Company, LLP, in Boca Raton, Florida, expressed
substantial doubt about g8wave Holdings Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2007, and 2006.  
The auditor pointed to the company's accumulated deficit of
$10,196,529 and cash used in operating activities of $4,408,397
for the year ended Dec. 31, 2007.


CHINA GATEWAY: Former G8wave Unit Faces Breach of Contract Lawsuit
------------------------------------------------------------------
China Gateway Corporation -- fka g8wave Holdings Inc. -- disclosed
in a Securities and Exchange Commission filing that on Aug. 25,
2008, PodChannels, Inc. filed a civil action in the Massachusetts
Superior Court, Norfolk County, captioned PodChannels, Inc. v.
G8Wave, Inc. et al. (Civ. A. No. 08-1607-A).  Pod alleges that
G8Wave, Inc., a former unit of the company, Bradley Mindich, as an
officer of G8, Habib Khoury, as a former officer of G8, and the
registrant, as the former stockholder of G8, are liable for breach
of contract, quantum meruit and violation of Massachusetts General
Law Section 93A.  

In particular, Pod alleges that it provided consulting and
software development services to G8 pursuant to a purported
consulting agreement for which Pod was only partially compensated.
Pod is seeking the outstanding balance of $246,590.40, treble
damages in accordance with Massachusetts General Law Section 93A,
and attorneys' fees. Pod also seeks injunctive relief against G8
and the company, "restraining and enjoining" them from "paying any
monies . . . other than in the ordinary course of business."

The company first learned of the lawsuit on Sept. 15, 2008.  To
date, the company has not been served with a summons or complaint.

Pursuant to a Stock Purchase Agreement, dated May 12, 2008, by and
between the company, Mr. Mindich, and PMCG Management Company,
LLC, Mr. Mindich has agreed to indemnify, defend, and hold
harmless the company from certain claims, including, without
limitation.

The company believes it has meritorious defenses and intends to
defend this matter vigorously. However, as the suit is in its
early stages, and given the inherent uncertainties involved in
litigation, the company is unable to provide an opinion as to the
likely final outcome of the litigation, or the amount of any loss
if the outcome should be unfavorable.

However, if a court or jury rules against the company, the ruling
is ultimately sustained on appeal, damages are awarded against the
registrant, and Mr. Mindich is unwilling or unable to comply with
his indemnification obligations, such ruling could have a material
adverse effect on the registrant's business, results of operations
and financial condition.

                 About China Gateway Corporation

Headquartered in Boston, China Gateway Corporation (fka g8wave
Holdings Inc. (OTC BB: GEWV) -- http://www.g8wave.com/-- is an  
integrated mobile media company   and a global provider of
interactive entertainment, social networking/community services
and mobile marketing services.  The company provides services in
the following areas: mobile content distribution services, mobile
marketing applications and consulting, and mobile community
development services.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 4, 2008,
Sherb & Company, LLP, in Boca Raton, Florida, expressed
substantial doubt about g8wave Holdings Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2007, and 2006.  
The auditor pointed to the company's accumulated deficit of
$10,196,529 and cash used in operating activities of $4,408,397
for the year ended Dec. 31, 2007.


CHIQUITA BRANDS: S&P Holds 'B-' Rating; Changes Outlook to Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Cincinnati, Ohio-based Chiquita Brands International Inc. to
stable from negative.  S&P also affirmed the existing ratings on
the company, including the 'B-' corporate credit rating.  As of
June 30, 2008, the company had about $874 million of total debt.
     
The outlook revision reflects operating results in the first half
of 2008 that exceeded S&P's expectations, improved credit
measures, and strong covenant cushion.  In addition, S&P expects
some near-term debt repayment using proceeds from the recent sale
of Chiquita's Atlanta AG subsidiary for net proceeds of EUR65
million (about $92 million), including working capital and net
debt adjustments.  Although Atlanta generated about $1.2 billion
of sales in 2007, it reported an operating income loss of
$0.5 million.

The outlook is stable.  Chiquita has reduced leverage and improved
covenant cushion despite high industry costs.  S&P estimates that
if EBITDA declines by 15%, given the current economic
uncertainties, Chiquita would maintain sufficient cushion on its
financial covenants.
     
"An outlook revision to positive would require sustained
improvement in operating performance, and sustained solid covenant
cushion," noted Standard & Poor's credit analyst Alison Sullivan.  
"We could revise the outlook to negative if liquidity becomes
constrained, for example, if covenant cushion is in the single-
digit percentage area, and/or operating trends deteriorate," she
continued.


CIENA CAPITAL: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Ciena Capital LLC along with its 10 affiliates filed voluntary
petitions under Chapter 11 in the United States Bankruptcy Court
for the Southern District of New York blaming deterioration in the
value of its assets as a result of increasing uncertainty in the
financial markets, decreasing bid prices and a reduction in the
number of loan buyers.

Allied Capital Corp., which owns 95% of Ciena Capital, said that
the value of Ciena's assets is insufficient to cover all of its
liabilities and it is insolvent.  The filing will enable it to
proceed with an orderly sale of its assets over time in more
favorable market conditions in the future and maximize the value
of its assets and reduce costs in order to repay its debts, Allied
Capital continued.

Allied Capital related that its unconditional guaranty of the
obligations outstanding under Ciena's revolving credit facility
may become due.  Allied Capital intends to pay approximately
$320 million to the lenders in connection with Ciena's revolving
credit facility and will continue to guarantee a remaining balance
of approximately $10 million.  Allied Capital said that it intends
to use cash resources of approximately $150 million and may borrow
approximately $170 million on its unsecured revolving line of
credit to fund the payment.  Furthermore, Allied Capital pointed
out that it will become a senior secured lender to Ciena.

Allied Capital said that on Sept. 30, 2008, after giving effect
to money paid in connection with the guarantee, it estimates that
it will maintain approximately $200 million in cash and other
liquid securities and will have borrowings of approximately
$170 million under its line of credit.  In addition, Allied
Capital stated that it has as much as $124 million in standby
letters of credit under its line of credit, including standby
letters of credit totaling approximately $103 million in
connection with term securitization transactions completed by
Ciena.

Allied Capital disclosed that it is now in negotiations regarding
the provision of a debtor-in-possession credit facility for Ciena.

According to Allied Capital, the values of Ciena's assets have
continued to decline as credit markets and the economy have
deteriorated.  As a result, Allied Capital expects that it will
record substantial further unrealized depreciation in the value of
its investment in Ciena for the quarter ending Sept. 30, 2008.  

Allied Capital said that it expects Ciena to avoid having to sell
its assets in [Thur]day's unfavorable market conditions, and will
instead be able to service and maximize the sales value of its
assets, which in turn will allow for a maximum recovery for all
creditors, including Allied Capital for any amounts paid under the
guaranty.

Allied Capital said that it will not realize a loss on its
investment in Ciena solely as a result of the bankruptcy filing;
however, the amount and timing of any future realized loss on its
investment in Ciena will depend on future asset sales, future
market conditions and the outcome of Ciena's bankruptcy
proceedings.

According to paper filed with the Court, the company listed assets
and debts between $100 million and $500 million each. The company
owes as much as $3,595,835 to unsecured creditors including (i)
U.S. Small Business Admin (SBA) in Indianapolis, Indiana, owing
$1,780,932; (ii) Paramount Group Inc. in New York owing $258,627;
and (iii) Ernst & Young LLP in New York owing $200,000.  The
company said it has fewer than 1,000 creditors and said it expects
a recovery for those that are unsecured in its filing.

The company said it will continue to operate its servicing
business and manage its assets as a "debtor-in-possession"
under the jurisdiction of the Court and in accordance with the
applicable provisions of the Bankruptcy Code and the orders of
the Court.

New York, New York-based Ciena Capital, LLC,--
http://www.cienacapital.com/-- offers commercial real estate  
finance services including loans and long term investment property
financing.  Peter S. Partee, Esq., at Hunton & Williams LLP,
represents the company.


CIENA CAPITAL: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ciena Capital LLC
        aka BLC Financial Services, Inc.
        aka Allied Capital SBLC, Inc.
        aka Business Loan Express, Inc.
        aka Business Loan Express, LLC
        1633 Broadway, 39th Floor
        New York, NY 10019

Bankruptcy Case No.: 08-13783

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Ciena Capital LLC                                  08-13783
Business Loan Center, LLC                          08-13785
Ciena Capital Funding LLC                          08-13786
BLX Commercial Capital, LLC                        08-13787
BLX Holdings Corp.                                 08-13788  
BLX Capital Real Estate, LLC                       08-13789
BLX Commercial Capital Real Estate, LLC            08-13791
BLC Real Estate, LLC                               08-13792
BLX Capital Real Estate (Berlin), LLC              08-13794
BLC Real Estate (UPC Petroleum), LLC               08-13795  
BLC Real Estate (Texas), LLC                       08-13797

Type of Business: The Debtors offer commercial real estate finance
                  services including loans and long-term
                  investment property financing.
                  See: http://www.cienacapital.com/

Chapter 11 Petition Date: September 30, 2008

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtor's Counsel: Peter S. Partee, Esq.
                  ppartee@hunton.com
                  Hunton & Williams LLP
                  200 Park Avenue
                  New York, NY 10166-0136
                  Tel: (212) 309-1000
                  Fax: (212) 309-1100

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

Debtor's 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
U.S. Small Business Admin      Government            $1,780,932
(SBA)                     
429 N. Pennsylvania       
Suite 100                 
Indianapolis, IN 46204    
Tel: (317) 226-7272

Paramount Group Inc.           Trade                 $258,627
1633 Broadway Tower LP    
New York, NY 10019        
Tel: (212) 654-4700

Ernst & Young LLP              Professional          $200,000
5 Times Square            
New York, NY 10036-6530   
Tel: (212) 773-3000

Helix Financial Group LLC      Trade                 $176,550

Matthews, Carter and           Professional          $100,000
Boyce, PC                 

Willis of New York, Inc.       Insurance             $89,452

RR Donnelley Global R/E        Trade                 $85,142
c/o JPMorgan Chase Bank  

Sutherland Asbill &            Professional          $83,484
Brennan                   

Estate of Glo-Tex Intl., Inc.  Trade                 $68,629

Dickstein Shapiro LLP          Professional          $60,000

Earth Touch Inc.                                     $56,791

Nixon Peabody LLP              Professional          $56,421

Quilling Selander              Professional          $51,768
Cummiskey                 

American Express               Trade                 $50,000
World Financial Center    

Harris & Rufty LLC             Professional          $49,060

Lerch, Early & Brewer,         Professional          $43,991
Chartered                 

The Chartwell Law Offices      Professional          $36,184
Valley Forge Corporate    
Center                    

Allen, Kuehnle & Stovall       Professional          $35,159

Winston & Strawn LLP           Professional          $34,882

Kevin Blaney P.C.              Professional          $33,944

Property Solutions, Inc.       Trade                 $31,972

Patton Boggs LLP               Professional          $31,268

Law Snakard & Gambill          Professional          $29,104

Miller, Canfield, Paddock      Professional          $25,794

Steven Michael La Bret,        Professional          $21,997
P.A.                      

Nexsen Pruet Adams             Professional          $21,735
Kleemeier                 

McLane, Graf, Raulerson &      Professional          $21,019
Middleton, P.A.           

FedEX EDI                      Trade                 $20,941

Liberty Property Limited       Trade                 $20,697

Sgroi Law Firm, PLC            Professional
$20,022                       


CIRCUIT CITY: Stops Issuing Profit Projections After Loss
---------------------------------------------------------
Miguel Bustillo at The Wall Street Journal reports that Circuit
City Stores Inc. said it would stop issuing profit projections
after slumping sales led to a "bigger-than-expected"
$239.2 million loss in the three months ended Aug. 31, 2008.

Michael Felberbaum at The Associated Press relates that Circuit
City lost $62.8 million in the same period last year.  WSJ states
that Circuit City reported that net sales declined 9.6% to $2.39
billion -- including a 13% drop in stores that have been open for
12 months.  WSJ says that it was the sixth straight quarter that
Circuit City reported declining same-store sales.  Circuit City,
according to the report, said that its cash position has dropped
to $92.5 million this year, from
$424.4 million in 2007.

Circuit City said on Sept. 22, 2008, that it expected that the
results of the second quarter ended Aug. 31, 2008, are slightly
better than the previously provided range of a loss from
continuing operations before income taxes of $170 million to $185
million, excluding any unusual non-cash charges.  

Circuit City said it was undertaking a "comprehensive review of
the business," while executives hope to focus on upgrades that may
be made quickly, WSJ relates.  The company is exploring all its
options, including seeking a buyer or closing some of its 1,486
stores in the U.S. and Canada, the report says, citing acting CEO
James A. Marcum.  The report states that Mr. Marcum said that the
tumultuous economy may discourage possible buyers and that the
company may continue to operate as a standalone business.

"Clearly, the performance of the company is unacceptable to all of
our shareholders," WSJ quoted Mr. Marcum as saying.  According to
the report, Mr. Marcum criticized Circuit City's direction under
his predecessor, Philip J. Schoonover, who was blamed for cost-
cutting measures that backfired, including the dismissal of more
than 3,000 employees, which hurt customer service.  The report
states that Mr. Marcum said, "In many cases we believe our past
actions have affected our business negatively.  We must get back
to the basics, and make no mistake, this is all about the
customers."

According to WSJ, Circuit City executives said they will
concentrate on simple improvements that could be made quickly,
like upgrading store signs, hiring more cheerful greeters, and
speeding up checkout lines.  WSJ relates that analysts were
concerned about the company's acknowledgment that fewer clients
were coming into its stores.  "The lack of foot traffic starts to
make this a very different story for investors.  They have a huge
gap between them and Best Buy, Wal-Mart's taking a big chunk of
the business on the other end, and the market share appears to be
in free fall," WSJ quoted Jefferies & Co. analyst Daniel Binder as
saying.

             About Circuit City Stores Inc.

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- is a specialty        
retailer of consumer electronics, home office products,
entertainment software and related services.  The company has two
segments: domestic and international.

                          *     *     *  

James A. Marcum replaced former Circuit City president,
chairperson and CEO Philip J. Schoonover, who left the company
this month.  Mr. Schoonover had engaged in a review of options for
Circuit City that includes selling all or a part of the company,
which operates 700 stores nationwide.  Blockbuster, Inc. offered a
bid, but withdrew later.  It was then thought that the failed deal
in July could force Circuit City to file for bankruptcy.  Circuit
City has since secured credit line of about $1 billion and has
filed a shelf registration that would allow it to beef up its
capital by selling new shares or to find debt-assuming buyers.


CIRCUIT CITY: Hires Restructuring Firm FTI Consulting, Inc.
-----------------------------------------------------------
Lauren Coleman-Lochner, Mark Clothier and Jonathan Keehner of
Bloomberg News report that Circuit City Stores, Inc., has hired
turnaround firm FTI Consulting Inc. as an adviser, according to
two people with knowledge of the appointment who declined to be
identified because the information isn't public.

Circuit City replaced CEO Philip Schoonover on Sept. 22, 2008,
with James Marcum, who joined the board of directors three months
ago as vice chairman, according to the report.  The report adds
that Mr. Marcum, 49, led Hollywood Entertainment Corp., a movie-
rental chain, and Ultimate Electronics, Inc., an electronics
retailer owned by activist investor Mark Wattles, through
bankruptcy.

                        Fewer Shoppers

Circuit City, according to the report, plunged 32 cents, or 30
percent, to 76 cents at 4:14 p.m. in New York Stock Exchange
composite trading, the biggest decline since February 2002, as the
broader markets rose more than 4 percent.  The shares have dropped
82 percent this year, according to the report.

Circuit City has lost customers to larger Best Buy Co. and Wal-
Mart Stores, Inc., according to the report.  It reported a second-
quarter loss that more than tripled to $239.2 million, or $1.45 a
share, from $62.8 million, or 38 cents, a year earlier, according
to the report.  A "significant decline" in shoppers pushed sales
down 9.6 percent to $2.39 billion, the company said in a statement
on Sept. 29, according to the report.

Circuit City withdrew its forecast for the fiscal year ending Feb.
28, according to the report.  It suspended plans for any store
openings for fiscal 2010 beyond commitments already made and may
close unprofitable locations while evaluating spending for this
year and next, according to the report.

                      Turnaround Strategy

"We hire different advisers but won't disclose the specific ones,"
Circuit City said according to the report. "We're doing everything
we can to conserve equity and accelerate a turnaround," according
to the report.

              About Circuit City Stores Inc.

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- is a specialty        
retailer of consumer electronics, home office products,
entertainment software and related services.  The company has two
segments: domestic and international.

                       *   *   *
            
Former Circuit City president, chairperson and CEO Philip J.
Schoonover had engaged in a review of options for Circuit City
that includes selling all or a part of the company, which operates
700 stores nationwide.  Blockbuster, Inc. offered a bid, but
withdrew later.  It was then thought that the failed deal in July
could force Circuit City to file for bankruptcy.  Circuit City has
since secured credit line of about $1 billion and has filed a
shelf registration that would allow it to beef up its capital by
selling new shares or to find debt-assuming buyers.


CITY CROSSING: Nevada State Suspends Contractor License
-------------------------------------------------------
Brian K. Miller at Globest.com reports that the Nevada State
Contractors Board has suspended the licenses of developer William
Plise, his company Plise Development and its subsidiaries, which
include bankrupt company City Crossing.

According to Globest.com, Mr. Plise failed to respond to the
board's requests for additional information related to nine
complaints on multiple projects.  The report says that two
complaints were filed on alleged project abandonment, one for
failure to provide financial responsibility and six for debts.  

Globest.com quoted the board as saying, "The respondent has not
attended administrative meetings or responded to a request for
financial information.  The Board finds that the public health,
safety or welfare imperatively requires the summary suspension of
the license(s)."  The report states that Mr. Plise can file an
appeal on the suspension of the licenses at a hearing within 60
days, if he requests one within 20 days.

Las Vegas, Nevada-based City Crossing 1, LLC filed for Chapter 11
protection on June 2, 2008 (Bankr. D. Nev. Case No. 08-15780).  
Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm,
represents the Debtor in its restructuring efforts.  The Debtor
had proposed to hire White & Case LLP as its primary bankruptcy
counsel.  In its schedules, the Debtor disclosed total assets of
$242,025,172, and total debts of $194,201,534.


CREDIT SUISSE: S&P Places Eight Certs. Ratings Under Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on eight
classes of commercial mortgage pass-through certificates from
Credit Suisse Commercial Mortgage Trust Series 2006-C1 on
CreditWatch with negative implications.

The CreditWatch placements reflect S&P's preliminary analysis of
the transaction.  During the analysis, S&P identified 34 loans
with low debt service coverage, a number of which are potential
credit concerns.  These loans have experienced a weighted average
46.4% decline in DSC since issuance.  The asset pool also includes
several loans with interest-only periods that S&P expects will
have low DSCs when their amortization periods begin.  In addition,
there are two loans with the special servicer, Helios AMC LLC.  
One loan, while current, experienced damage from Hurricane Ike;
the other loan is more than 90 days past due.
     
S&P expects to resolve the CreditWatch placements within one to
two weeks, after it have completed its analysis.
   
               Ratings Placed on Creditwatch Negative

       Credit Suisse Commercial Mortgage Trust Series 2006-C1
   Commercial mortgage pass-through certificates series 2006-C1

                        Rating
                        ------
       Class     To               From   Credit enhancement
       -----     --               ----   ------------------
       J         BBB/Watch Neg    BBB          4.21%
       K         BBB-/Watch Neg   BBB-         2.94%
       L         BB+/Watch Neg    BB+          2.43%
       M         BB/Watch Neg     BB           2.04%
       N         BB-/Watch Neg    BB-          1.66%
       O         B+/Watch Neg     B+           1.53%
       P         B/Watch Neg      B            1.40%
       Q         B-/Watch Neg     B-           1.15%


CRYSTAL RIVER: S&P Lowers Ratings on 10 Classes of Securities
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes from Crystal River Resecuritization 2006-1 Ltd.  S&P left
nine of the ratings on CreditWatch with negative implications and
removed one from CreditWatch negative.  S&P originally placed the
ratings on CreditWatch on Aug. 4, 2008, due to portfolio
requirement test failures.
     
The lowered ratings on Crystal River 2006-1 follow Standard &
Poor's downgrades of 22 classes of commercial mortgage-backed
securities (CMBS: $111.4 million, 29%) that serve as collateral
for Crystal River 2006-1.  The CMBS downgrades followed the Aug.
4, 2008, CreditWatch placements.
     
The nine ratings remaining on CreditWatch reflect S&P's analysis
of the transaction's exposure to six classes ($47.2 million, 12%)
from Credit Suisse Commercial Mortgage Trust Series 2006-C1 (CSCMT
2006-C1), which were placed on CreditWatch with negative
implications.  
     
According to the trustee report dated Aug. 22, 2008, the
transaction's current assets include 71 classes ($390.5 million,
100%) of CMBS pass-through certificates from 32 distinct
transactions issued between 2002 and 2007.  While none of the CMBS
assets have sustained any losses to date, first-loss positions
currently represent $37.7 million (10%) of the asset pool.  The
following CMBS transactions represent asset concentrations of 10%
or more of total assets:

     -- Classes K, L, M, N, O, P, and Q ($51.8 million, 13%) from
        Credit Suisse Commercial Mortgage Trust Series 2006-C4
        (CSCMT 2006-C4).  These classes were downgraded an average
        of 2.7 notches;

     -- Classes K, L, M, N, O, and Q ($47.2 million, 12%) from
        CSCMT 2006-C1; and

     -- Classes H, J, K, L, M, N, O, and P ($46.7 million, 12%)
        from Bear Stearns Commercial Mortgage Securities Trust
        2006-PWR13 (BSCMST 2006-PWR13).

These classes have been downgraded an average of 1.9 notches.

The collateral pool also includes classes L, M, and N
($9.2 million, 2%) from Wachovia Bank Commercial Mortgage Trust's
series 2007-C31.  Standard & Poor's lowered the rating on each
class by one notch on Sept. 26, 2008, as detailed in "22 Ratings
>From 3 CMBS Deals Lowered, Off Watch Neg; ST/PCV Loan Exposure
Cited," published Sept. 26, 2008.
     
S&P's analysis indicates that the current asset pool for Crystal
River 2006-1 exhibits weighted average credit characteristics
consistent with 'BB-' rated obligations.  Excluding the first-loss
CMBS assets, S&P's analysis indicates that the current asset pool
exhibits credit characteristics consistent with 'BB' rated
obligations.  Standard & Poor's rates $338.3 million (87%) of the
assets.  S&P's analysis also considers the interest reserve
account, which serves to protect the interest payments to class A
and has a current balance of $1 million.
   
The decreasing creditworthiness and resulting downgrades of the
collateral that occurred prior to the Aug. 4, 2008, CreditWatch
placements ($35.9 million, 9%) caused the portfolio requirement
test failures, which prompted the CreditWatch placements.  The
majority of the downgrades in the collateral since issuance
($147.3 million, 38%) occurred after the Aug. 4 CreditWatch
placements.

Standard & Poor's will update or resolve the CreditWatch negative
placements following S&P's review of CSCMT 2006-C1.

       Ratings Lowered and Remaining on Creditwatch Negative

            Crystal River Resecuritization 2006-1 Ltd.
              Commercial mortgage-related securities

                                 Rating
                                 ------
               Class    To                     From
               -----    --                     ----
               A        AA/Watch Neg           AAA/Watch Neg
               B        A-/Watch Neg           AA/Watch Neg
               C        BBB/Watch Neg          A+/Watch Neg
               D        BBB-/Watch Neg         A-/Watch Neg
               E        BB+/Watch Neg          BBB+/Watch Neg
               F        BB/Watch Neg           BBB/Watch Neg
               G        BB-/Watch Neg          BBB-/Watch Neg
               H        B+/Watch Neg           BBB-/Watch Neg
               J        B-/Watch Neg           BB/Watch Neg

       Rating Lowered and Removed from Creditwatch Negative

            Crystal River Resecuritization 2006-1 Ltd.
              Commercial mortgage-related securities

                                  Rating
                                  ------
               Class    To                     From
               -----    --                     ----
               K        CCC-                   B/Watch Neg


DECODE GENETICS: June 30 Balance Sheet Upside-Down by $186.8 Mln
----------------------------------------------------------------
deCODE genetics Inc.'s consolidated balance sheet at June 30,
2008, showed $110.6 million in total assets and $297.2 million in
total liabilities, resulting in a $186.8 million total
stockholders' deficit.

deCODE genetics posted $18.4 million in net losses on $15 million
in net revenues for the three months ended June 30, 2008, compared
with $16.2 million in net losses on $7.6 million in net revenues
for the three months ended June 30, 2007.

The company posted $45 million in net losses on $30 million in net
revenues for the six months ended June 30, 2008, compared with
$38.9 million in net losses on $16.2 billion in net revenues for
the so months ended June 30, 2007.

The period-on-period increase in revenue for the second quarter
and the first half of 2008 was driven principally by growth in the
company's genomic services business, which includes its
diagnostics, deCODEme personal genome analysis, and contract
genotyping business. Importantly, its genomic services revenues
were $5.1 million and $10.0 million during the three and six-month
periods ended June 30, 2008, respectively, as compared to $1.0
million and $2.1 million during the three and six-month periods
ended June 30, 2007, respectively.

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?32ef

                       About deCODE genetics

deCODE genetics Inc. (Nasdaq: DCGN) -- http://www.decode.com/--    
operates as a biopharmaceutical company that applies discoveries
in human genetics to develop drugs and diagnostics for common
diseases.  The company serves pharmaceutical companies,
biotechnology firms, pharmacogenomics companies, government
institutions, universities, and other research institutions
primarily in the United States, Europe, and internationally.  The
company was founded in 1996 and is headquartered in Reykjavik,
Iceland.


DECODE GENETICS: SEC Grants Request to Exclude Info From Report
---------------------------------------------------------------
The Securities and Exchange Commission, by the Division of
Corporation Finance, granted an application by deCODE Genetics,
Inc. requesting confidential treatment for information it excluded
from an exhibit to a Form 10-K filed on March 15, 2007.

Patti J. Dennis, chief of the SEC's Office of Disclosure Support,
has determined not to publicly disclose the information since it
qualifies as confidential commercial or financial information
under the Freedom of Information Act, 5 U.S.C. 552(b)(4).

Excluded information from these exhibits will not be released to
the public for the time periods specified:

   Exhibits 10.32 and 10.33 to        through March 16, 2017
    Form 10-K filed March 15, 2004

   Exhibit 10.14 to the Form 10-K     through March 16, 2017
     filed on March 15, 2007           

A copy of the deCODE genetics' Form 10-K filed March 15, 2008, is
available free of charge at http://researcharchives.com/t/s?32f6

                       About deCODE genetics

deCODE genetics Inc. (Nasdaq: DCGN) -- http://www.decode.com/--    
operates as a biopharmaceutical company that applies discoveries
in human genetics to develop drugs and diagnostics for common
diseases.  The company serves pharmaceutical companies,
biotechnology firms, pharmacogenomics companies, government
institutions, universities, and other research institutions
primarily in the United States, Europe, and internationally.  The
company was founded in 1996 and is headquartered in Reykjavik,
Iceland.

deCODE genetics Inc.'s consolidated balance sheet at June 30,
2008, showed $110.6 million in total assets and $297.2 million in
total liabilities, resulting in a $186.8 million total
stockholders' deficit.


DELAWARE HEALTH FACILITIES: S&P Cuts $53.5MM Bonds Rating to 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its standard long-term
rating and underlying rating to 'BB' from 'BBB-' on Delaware
Health Facilities Authority's $53.5 million series 2002A and 2002B
revenue and refunding bonds, issued for Nanticoke Memorial
Hospital.  In addition, Standard & Poor's revised the rating
outlook to negative from stable.
     
The downgrade reflects a sharp decline in volume, a significantly
larger-than-expected operating loss, declining liquidity, and
continued management turnover--the most recent example of which is
the resignation of the hospital's fourth CEO in as many years.  
Although operating losses were expected, as were some volume
losses, the actual operating loss of $10.9 million (negative 9.7%)
in fiscal 2008 (unaudited) was significantly greater than the
budgeted $4.4 million loss.  The budgeted loss was based on a
consultant-assisted turnaround that projected a return to a
positive bottom line by fiscal 2009 and a positive operating
income by fiscal 2011.  Of particular concern is the 10% decline
in inpatient admissions in fiscal 2008, which followed a 3.4%
decline in fiscal 2007.
     
Although improvement is evident in the first two months of fiscal
2009, the outlook remains negative because management has not
developed a record of delivering on budgets and the loss that must
be overcome to achieve profitability again is sizable.  In
addition, the organization is looking for a new CEO again.  
However, the hospital's limited competition should allow for
profitability if the organization is well managed and can rebuild
volumes through physician recruiting.
     
"The outlook could return to stable if it meets or is close to
budget and a higher rating could be achieved over time, if
management stabilizes and volumes grow," said Standard & Poor's
credit analyst Liz Sweeney.  "We could lower the rating if the
budget once again proves to be unrealistic and results in
operations fall short of expectations, or if the CEO's resignation
causes additional senior management turnover or volumes continue
to decline," said Ms. Sweeney.
     
The 'BB' rating is supported by the hospital's limited
competition, solid liquidity at 70 days' cash on hand, and recent
improvement in the first two months of fiscal 2009.


DELPHI CORP: Says Agreements with Unions Fortifies Bankruptcy Exit
------------------------------------------------------------------
Delphi Corp. disclosed the effectiveness of several agreements
with GM and Delphi's U.S. unions.  These agreements further the
significant progress Delphi has achieved in its Chapter 11 cases
and, together with other actions Delphi has taken, keep Delphi on
track to complete the five key tenets of its transformation by
year's end.

On Sept. 26, 2008, the U.S. Bankruptcy Court for the Southern
District of New York authorized Delphi to enter into an Amended
and Restated Global Settlement Agreement and an Amended and
Restated Master Restructuring Agreement with GM, well as an
amendment to an existing Advance Agreement with GM.  In addition,
on Sept. 23, 2008, the Bankruptcy Court authorized Delphi to take
actions with respect to certain of its existing pension plans and
to implement replacement pension plans.

The Amended GSA and Amended MRA reflect the completion of
Delphi's negotiations with GM to finalize its financial support
of Delphi's legacy and labor costs, including by means of GM's
assumption of Delphi's U.S. Hourly post-retirement benefits
obligations and support for certain labor costs, and to document
Delphi's business relationship with GM going forward.  In
addition, these agreements, together with Implementation
Agreements, which have been entered into with each of the
company's six U.S. unions, will allow Delphi to immediately
commence implementation of a workable solution to its pension
obligations through

   -- a transfer of U.S. hourly pension liabilities and assets
      from the Delphi hourly pension plan to the GM hourly
      pension plan in the net amount of approximately $2.1 to
      2.4 billion, in the first of two anticipated transfers of
      U.S. hourly pension liabilities to the GM hourly pension
      plan; and

   -- the freezing of substantially all of Delphi's existing U.S.
      pension plans and the implementation of replacement plans.

Importantly, the Pension Benefit Guaranty Corporation has stated
that as a result of the transfer of pension liability, the PBGC
will begin withdrawing its previous lien filings of approximately
$1.2 billion.

The amendment to the Advance Agreement provides for an additional
$300 million availability to Delphi, which, combined with the net
payments of over $900 million to be made by GM to Delphi upon the
effectiveness of the Amended GSA and Amended MRA, provides
significant enhancement to Delphi's liquidity position.

These agreements and the actions being taken by Delphi provide
the framework for the company to complete its transformation and
emerge from Chapter 11 as soon as practicable.

                       About Delphi Corp.

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

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

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


DILLARD'S INC: Investors Demand Owners to Relinquish Control
------------------------------------------------------------
Rachel Dodes at The Wall Street Journal reports that investors are
demanding that the Dillard family relinquish control of Dillard's
Inc.  In a letter sent Thursday to Dillard's board, the investors
said they want a special committee of independent directors to
look into buying the Dillard family's super-voting Class B shares
requested a special meeting of shareholders to consider the
planned purchase, the report says.

According to WSJ, investors Barington Capital Group and Clinton
Capital Group said Dillard's should have one class of shares
because "the company and its public shareholders are being
penalized" by the current two-tier structure.  WSJ says Barington
and Clinton together own 5.7% of the company's Class A shares.  
The investors, WSJ says, said that the Dillard family's shares
warrant a "substantial premium" over the Class A shares, WSJ
states.  According to WSJ, the Dillard family owns almost all of
Dillard's Class B shares, which control eight of the board's 12
seats.  

WSJ states that Barington and Clinton complained to the board in
2007 about four senior executive seats being taken by members of
the Dillard family.  According to the report, the investors blamed
the family for the company's poor performance.  WSJ reports that
Barington and Clinton had reached a truce with Dillard's
management after threatening a proxy fight.  Dillard's, under
terms of the agreement, allowed the Barington and Clinton to
appoint two members to the 12-member board and let another
investor, Southeastern Asset Management, put two additional
directors, WSJ relates.

According to WSJ, Dillard's sales have dropped over the past two
years.  In the six months ended Aug. 2, 2008, Dillard's posted a
net loss of $35.6 million, compared with net income of $17.8
million a year earlier, WSJ says.

                       About Dillard's

Little Rock, Arizona-based Dillard's, Inc. --
http://www.dillards.com/-- is engaged in apparel and home  
furnishing retail business.  During the fiscal year ended Feb. 2,
2008, the company operated 326 Dillard˙s stores offering a
selection of merchandise, including fashion apparel for women, men
and children, accessories, cosmetics, home furnishings and other
consumer goods.  The stores of the company are located in suburban
shopping malls.  

                     *     *     *          

As reported in the Troubled Company Reporter on April 16, 2008,
Moody's Investors Service downgraded Dillard Inc.'s corporate
family rating to B1 from Ba3.  Moody's said the outlook remains
stable.

As reported in the Troubled Company Reporter on April 16, 2008,
Standard & Poor's Ratings Services lowered the ratings on
Dillard's Inc. to 'BB-' from 'BB.'  S&P said the outlook is
stable.

As reported in the Troubled Company Reporter on April 3, 2008,
Fitch Ratings affirmed its 'BB' issuer default on Dillard's, Inc.  
Fitch said the rating outlook was revised to negative from stable.  


DISH NETWORK: S&P's Ratings & Outlook Unmoved by AT&T's Decision
----------------------------------------------------------------
On Sept. 29, 2008, Standard & Poor's Ratings Services said that
its ratings and outlook on Englewood, Colorado-based satellite TV
provider DISH Network Corp., including the 'BB-' corporate credit
rating, remain unchanged following the announcement that AT&T
Corp. (A-/Stable/A-1) had selected The DIRECTV Group Inc.
(BB/Stable/--) to be its exclusive provider of co-branded
satellite TV service beginning Jan. 31, 2009.  Since the first
quarter of 2008, DISH has been that exclusive provider.  Prior to
the first quarter, DISH had been the exclusive provider for the
former SBC territories while DIRECTV had served the former
BellSouth territories.  DISH will retain its existing AT&T co-
branded customers.
     
While this announcement is a negative for DISH's business and
could exacerbate the company's churn and new subscriber growth
issues, DISH's relatively low leverage for its rating category
still supports the 'BB' corporate credit rating.  Leverage as of
the June 30, 2008, quarter, was 2.1x debt to latest-12-month
EBITDA, adjusted for operating leases.  Net subscriber growth has
been weak for the past three quarters due to a slowing economy,
piracy, an increasingly competitive environment, and internal
operational missteps.  All of this led to DISH reporting a net
loss of subscribers in the second quarter of 2008, the first such
loss in the company's 13-year public history.


DIXIE MANAGEMENT: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Erik Larson of Bloomberg News reports that Dixie Management &
Investment, LP, and debtor-affiliate Ben B. Israel filed for
Chapter 11 bankruptcy protection with the U.S. Bankruptcy Court
for the Western District of Arkansas (Lead Case No. 08-73874) on
Sept. 29, 2008, blaming the collapse of the U.S. real-estate
market.

Fayetteville, Arkansas-based Dixie Management & Investment, LP,
engages in commercial real estate leasing.

Derrick Mark Davidson, Esq., at Derrick Davidson, P.A., represents
the Debtors in their restructuring efforts.  In its filing, the
Lead Debtor listed $10 million to $50 million in assets and
$10 million to $50 million in estimated debts.


DIXIE MANAGEMENT: Case Summary & 28 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Dixie Management & Investment, Limited Partners
        908 Rolling Hills Drive, Suite 201
        Fayetteville, AR 72703
        Tel: (479)251-0707  

Bankruptcy Case No.: 08-73874

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Ben B Israel                                       08-73875

Type of Business: The Debtor engages in commercial real
estate                 
                  leasing.

Chapter 11 Petition Date: September 29, 2008

Court: Western District of Arkansas (Fayetteville)

Debtor's Counsel: Derrick Mark Davidson, Esq.
                  derrick@davidsonbusinessattorney.com
                  Derrick Davidson, P.A.
                  3236 E. Charing Cross
                  Fayetteville, AR 72703
                  Tel: (479) 935-4100
                  Fax: (479) 856-6168

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

Debtor's 28 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
BB&T Leasing Corporation and   trade debt            $398,888
BB&T Equipment Financing Corp.
5130 Parkway Plaza, Blvd.
Charlotte, NC 28217

William Dougherty
Baker, Donaldson, Bearman,
Caldwell & Berkowitz, P.C.
165 Madison Avenue, Suite 200
Memphis, TN 38103
Tel: (901) 577-2340

Built-Well Construction        trade debt            $280,548
Company
13754 Hwy., 279
Bentonville, AR 72712

John Scott
Keisling, Pieper & Scott PLC
One Steele Plaza
3739 Steele Blvd., Ste. 340
Fayetville, AR 72703
Tel: (479) 251-0800

Campbell Electric Inc.         trade debt            $261,942
2301 S. School St.
Fayetteville, AR 72701

John Scott
Keisling, Pieper & Scott PLC
One Steele Plaza
3739 Steele Blvd., Ste. 340
Fayetville, AR 72703
Tel: (479) 251-0800

Dean Enterprises, Ltd.         trade debt            $260,000
c/o Dorothy Patrick
3893 Georgia Street
Springdale, Ar 72762

Donniee Rutledge
Lisle Law Firm
1458 Plaza Place
Springdale, AR 72764
Tel: (479) 750-444

Tom Muccio                     trade debt            $191,927

National City Commercial       trade debt            $167,000
Capital Company

Yan Qin Chan                   trade debt            $138,750

Judy Israel                    trade debt            $116,000

Vitro America Inc.             trade debt            $115,276

First National Bank Omaha      trade debt            $85,000

City of Frisco, Texas          property tax          $67,000

Concrete Services of NWA Inc.  trade debt            $59,770

Allegiant Partners Inc.        trade debt            $56,676

First Federal Bank of Arkansas bank loan             $49,876

National Home Centers          trade debt            $41,670

Kitchen Distributors Inc.      trade debt            $39,516

Evans Industrial Coatings      trade debt            $37,900

Banc of America Leasing        trade debt            $36,206

Alliance Financial LLC         trade debt            $29,341

Schwob Building                trade debt            $28,861

Wittenberg Deloney & Davidson  trade debt            $27,000

Stone Panels Inc.              trade debt            $26,319

Gill Elrod Ragon Owen &        trade debt            $25,862
Sherman P.A.

Washington County, Arkansas    property tax          $11,586

Bellotte and Associates        trade debt            $3,000

Dell Financial Services        trade debt            $2,500

Benton County, Arkansas        trade debt            $839

Hobbs & Curr Family Limited    litigation claim      $1
Partnership, LLP


ERIE COUNTY PLASTICS: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Erie County Plastics Corporation
        844 Route 6
        Corry, PA 16407

Bankruptcy Case No.: 08-11860

Type of Business: The Debtor makes custom injection molders of
                  plastics packaging and components including
                  lids, closures and vials.

                  http://www.erieplastics.com/

Chapter 11 Petition Date: September 29, 2008

Court: Western District of Pennsylvania (Erie)

Debtor's Counsel: Lawrence C. Bolla, Esq.
                  lbolla@quinnfirm.com
                  Quinn Buseck Leemhuis Toohey & Kroto Inc.
                  2222 West Grandview Boulevard
                  Erie, PA 16506-4508
                  Tel: (814) 833-2222

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
   ------                      ---------------       ------------
Bank One Capital Partners II   Subordinated Debt     $11,819,744
JPM Mezzanine Capital LLC    
277 Park Avenue, 9th Floor   
New York NY 10172            

DOW Chemical                   Trade debt            $727,686
2030 Willard H. Dow Center
Midland MI 48674

Corry Area Industrial          Trade debt            $360,792
Development Co.              
1524 Enterprise Road         
Corry PA 16407               
                             
Penelec                        Trade debt            $319,796
P.O. Box 3687                
Akron OH 44309               

Adhesive Systems, Inc.         Trade debt            $286,290
15477 Woodrow Wilson         
Detroit MI 48238             

Nova Chemicals, Inc.           Trade debt            $189,667

Channel Prime Alliance         Trade debt            $178,295

International Paper            Trade debt            $151,905

Poly One Corp.                 Trade debt            $107,584

J&A Tool Company, Inc.         Trade debt            $107,120

Flint Hills Resources          Trade debt            $104,946

Georgia-Pacific Bradford       Trade debt            $103,181
Corrugated LLC

Wells Fargo Equipment Finance  Trade debt            $101,775

Rite Systems                   Trade debt            $100,594

Bamberger Polymers             Trade debt            $99,824

Ivanhoe Tool & Die Co., Inc.   Trade debt            $93,783

Selig Sealing Prodcuts         Trade debt            $91,620

Saint-Gobain Plastics          Trade debt            $89,194

Entec Polymers LLC             Trade debt            $87,848

American Styrenics             Trade debt            $86,108.00


FORD MOTOR: May Repay $1.5 Billion Debt Due Today
-------------------------------------------------
Ford Motor Co. may repay about $1.5 billion in debt coming due on
Oct. 1, 2008, without tapping a revolving credit line, Bill Koenig
and Jeff Green at Bloomberg News report, citing analysts.

Bloomberg relates that the debt includes:

     -- $1 billion in five-year, unsecured bonds at the Ford
        Motor Credit Co. consumer-finance unit, which has a
        coupon interest rate of 5.625%, and was part of a
        September 2003 sale of $3 billion in 5- and 10-year
        notes; and

     -- $500 million in 12-year notes at Ford, which was "sold
        in 1996 and has an interest rate of 7.25%."

According to Bloomberg, Ford took a $23.4 billion loan in 2006 to
have enough cash to develop new models while shutting down plants
and laying off workers in North America, its home market and the
main source of $23.9 billion in losses since 2005.  Bloomberg says
that as part of the 2006 restructuring, Ford secured an $11.5
billion revolving line of credit that it hasn't used.  Ford's CEO
Alan Mulally is using cash to help pay for a plan to develop more
small cars and lessen the company's reliance on large pickup
trucks and sport-utility vehicles, Bloomberg relates.

Citing Standard & Poor's credit analyst Robert Schulz, Bloomberg
states that Ford Credit may refinance some of the $1 billion
coming due, as part of its normal financing activities, while the
$500 million coming due at Ford Motor would be paid in cash.  

"We expect them to use cash out of hand to pay those down.  In the
current environment we simply expect these sorts of debts to be
paid off, not refinanced," Bloomberg quoted Fitch Ratings Co.
credit analyst Mark Oline as saying.  According to Bloomberg, Mr.
Schulz said, "Given their cash levels, we certainly wouldn't
expect them to need to tap their revolver." Ford reported in
August that it had $30.1 billion in cash and equivalents and $12.5
billion in marketable securities as of June 30, 2008.  "If
conditions keep deteriorating, Ford may eventually have to tap its
revolving credit, sooner than expected," the report quoted Mr.
Oline as saying.

                      About Ford Motor Co.

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

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

                          *     *     *

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


FREDDIE MAC: Moody's Assigns 'Ba1' Rating on $26.5MM Class B Cert.
------------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
securities issued by Freddie Mac Multifamily Variable Rate
Certificates Series;

  -- Class B, $26,549,651, rated Ba1


FREMONT GENERAL: Wants Exclusive Period Extended Until Jan. 2009
----------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that Fremont General Corp.
asked the U.S. Bankruptcy Court for the Central District Of
California to extend its exclusive right to propose a Chapter 11
plan until Jan. 30, 2009.

The Court has scheduled a hearing on the motion on Oct. 16, 2008,
the report says.

Absent an extension of their Exclusive Periods, the Debtor says
there could be three or more competing plans, according to the
report.  Currently, the court filing says, there is no agreement
on the "contours of a plan," according to the report.

                      About Fremont General

Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ)
-- http://www.fremontgeneral.com/-- was a financial services   
holding company with $8.8 billion in total assets at Sept. 30,
2007.  Fremont General ceased being a financial services holding
company on July 25, 2008, when its wholly owned bank subsidiary,
Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan)
completed the sale of its assets, including all of its 22
branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421), after selling subsidiary
Fremont Investment & Loan to CapitalSource Inc.  Robert W. Jones,
Esq., and J. Maxwell Tucker, Esq., at Patton Boggs LLP, serve as
counsel to the Debtor.  Theodore Stolman, Esq., and Scott H. Yun,
at Stutman Treister & Glatt, are the co-counsel to the Debtor.  
The Debtor selected Kurtzman Carson Consultants LLC as its claims
agent.

Lee R. Bogdanoff, Esq., Jonathan S. Shenson, Esq., and Jonathan D.
Petrus, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, represent
the Official Committee of Unsecured Creditors as counsel.

In its schedules, Fremont General reported $362,227,537 in total
assets and $326,529,372 in total debts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$643,197,000 and total debts of $320,630,000.


FRONTIER AIRLINES: Teamsters Balk at CBA's Proposed Modifications
-----------------------------------------------------------------
The International Brotherhood of Teamsters Airline Division
contends that Frontier Airlines Holdings Inc.'s proposed
modifications to their collective bargaining agreements with the
Union, eliminates their Union-represented workers' jobs and
pensions and cuts their wages, in violation of Section 1113 of
the Bankruptcy Code.

The Debtors sought to:

   (a) reject three of their CBAs with the Teamsters, which cover
       (i) aircraft appearance agents and maintenance cleaners,
       (ii) aircraft technicians, ground service equipment
       technicians and tool room attendants, and (iii) material
       specialists; and

   (b) implement the terms of their bargaining proposal to the
       Teamsters, in accordance with Section 1113 of the
       Bankruptcy Code.

According to Marianne Goldstein Robbins, Esq., at Previant,
Goldberg, Uelmen, Gratz, Miller & Brueggeman, S.C., in Milwaukee,
Wisconsin, the Debtors failed to demonstrate that they have a
viable business plan, detailing that the changes they seek to
implement in the CBAs "help bring about an actual recovery."

The Debtors have not attempted to show why their proposed
permanent change to the CBAs -- which essentially eliminates a
significant part of the Teamsters' bargaining unit -- is an
appropriate response to market fluctuations, Ms. Robbins
maintains.

Frontier asserts that the Proposed Modifications will save
$5,600,000 from concessions from the Teamsters; however, it does
not provide the U.S. Bankruptcy Court for the Southern District
of New York with a gauge as to what percentage of the total
needed savings and labor cost savings the amount constitutes,
declared the Teamsters' Special Airline Division Counsel,
William Wilder, Esq., at Baptiste & Wilder, P.C., in Washington,
D.C.

Accordingly, Frontier's statistics in its Proposed Modification
"do not suggest a crisis," says Ms. Robbins.

                  Outsourced Maintenance Work

Despite Frontier's assumption that subcontracting maintenance
jobs will have no inefficiencies, its proposed subcontractor,
Aeroman, an El Salvador-based company, withdrew in March 2007, a
bid for maintenance on six aircraft because it had no hangar
space available, Mr. Wilder notes.

Mr. Wilder also denies the Debtors' contention that no
efficiencies can be obtained from their domestic unionized
workforce, because Frontier was able to perform C-Checks ahead of
schedule and for less cost than projected.

The main justification for Frontier's subcontracting necessity is
that "it will be forced to pay mechanics for doing nothing"
during "gaps" -- which are produced by the reduction in the
overall number of aircraft in the fleet -- between heavy
maintenance of C-Checks.

The purported "savings" that subcontracting will bring to
Frontier is not based upon historical experience; hence, there is
no way to substantiate that the "savings" are quantified
correctly, Ms. Robbins notes.

Furthermore, Mr. Wilder states that the context of gaps is itself
a questionable assumption because Frontier will try to increase
its service to its main market and has, in fact, ordered eight
additional planes, now with delayed delivery in 2012.

Because 75% of the gaps between C-Checks occur only in years 2011
to 2013, the Debtors cannot justify necessity for the immediate
and irreversible elimination of most of the bargaining unit
through the rejection of their CBAs.

"Frontier also exaggerates the extent of industry subcontracting,
[as its airline] competitors . . . do not subcontract all C-Check
work," Mr. Wilder tells the Court.

                 Pay Cuts and Pension Elimination

To recall, Ms. Robbins says, the Teamsters voluntarily made
interim concessions in May 2008, which called for pay reductions
from May 24 to September 26, to aid the Company in securing
Debtor-in-possession Financing in its Chapter 11 cases.

However, she continues, Frontier has resorted to seeking to
eliminate entirely the Teamster employees' retirement security by
eliminating their pensions, rather than to seek the reductions in
a more moderate way.

In a declaration filed with the Court, the Teamsters' Senior
Airline Analyst James M. Craun submits that Frontier makes no
effort to achieve its goals through cost-saving alternatives,
including furloughs of redundant employees, even as the Company's
labor costs are among the lowest in the industry.

Moreover, eliminating the pension saves about 1% of the
$35,000,000 in concessions from all of the Debtors' employees,
which is "insignificant" in the financial picture of Frontier,
Mr. Wilder says.

Similarly, enhancing the position of other creditors at the
expense of employees is not a legitimate reason for Frontier's
request under Section 1113 of the Bankruptcy Code, Ms. Robbins
contends, citing In re Cedar Rapids Meats, 117 B.R. 448, 451
(Bankr. N.D. Ohio 1990).

"The question is why [Teamsters-represented] mechanics should
have their pay reduced by more than the non-union employees," Ms.
Robbins points out.

                    "Bad-Faith" Proposal

Ms. Robbins avers that contrary to the Debtors' assertion, the
Teamsters' insistence on detailed information on the Proposed
Modifications cannot be regarded as "stonewalling" or "dilatory".

Additionally, Ms. Robbins discloses that Frontier "negotiated
with its DIP lenders to cement in place a package of proposals
which called for deep cuts in Teamster wages and elimination of
Teamster pensions and much of the bargaining unit."  

"These meetings, effectively secret negotiations that dictated
the outcome of what should have been the 'real' negotiations with
the Teamsters, were conducted with parties who have no right to
negotiate or even to be heard on the Section 1113 issues," she
maintains.

Ms. Robbins tells the Court that the 5000-page data that the
Debtors provided the Teamsters do not indicate meaningful
response to certain significant issues, including, among others:

   * the alleged economic "need" or "hole" that needs to be
     filled and how Frontier intends to solve it;

   * the "sacrifices" that will be made by other employee groups,
     if any, and the the constituencies besides the employees who
     will make sacrifices;

   * other reasonable alternative strategies, if any; and

   * the number of aircraft that Frontier will fly and the
     projected price of fuel in the aircraft model.

Additionally, the Modifications Proposal is not based on the most
complete and reliable information, as it did not, among other
things (i) disclose an updated plan on the basis of fuel price
data, (ii) consider actual in-house or contractor work performed
in estimating its savings, and (iii) consider the operation of
the Seniority Clause, which governs the elimination of employees
based on seniority and wage scales.

For these reasons, the Teamsters ask Judge Robert D. Drain to
deny the Debtors' request.

                 About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation
for passengers and freight.  They operate jet service carriers
linking their Denver, Colorado hub to 46 cities coast-to-coast,
8 cities in Mexico, and 1 city in Canada, well as provide
service from other non-hub cities, including service from 10
non-hub cities to Mexico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-
11297 thru 08-11299.)  Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts.  Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

(Frontier Airlines Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


FRONTIER AIRLINES: Courts Sets November 17 as Claims Bar Date
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
established Nov. 17, 2008, as the deadline for filing proofs of
claim in Frontier Airlines Inc. and its debtor-affiliates' cases.  
Judge Robert D. Drain deemed the Bar Date Notice adequate and
sufficient, which will be served upon the parties-in-interest at
least 35 days prior to the Claims Bar Date.

Prior to the Court's entry its order, Damian S. Schaible, Esq.,
at Davis Polk & Wardwell, in New York, filed a certificate of no
objection regarding the Debtors' request.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation
for passengers and freight.  They operate jet service carriers
linking their Denver, Colorado hub to 46 cities coast-to-coast,
8 cities in Mexico, and 1 city in Canada, well as provide
service from other non-hub cities, including service from 10
non-hub cities to Mexico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-
11297 thru 08-11299.)  Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts.  Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

(Frontier Airlines Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


GARNIC ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Garnic Enterprises, LLC
        dba Foreign Motors East
        P.O. Box 690
        Danielson, CT 06239

Bankruptcy Case No.: 08-21865

Chapter 11 Petition Date: September 26, 2008

Court: District of Connecticut (Hartford)

Debtor's Counsel: Neil Crane, Esq.
                  Law Offices of Neil Crane, LLC
                  neilcranelaw@snet.net
                  2700 Whitney Avenue
                  Hamden, CT 06518
                  Tel: (203) 230-2233
                  Fax: (203) 230-8484

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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

            http://bankrupt.com/misc/ctb08-21865.pdf


GE COMMERCIAL: S&P Chips Loan Ratings on Ongoing Potential Risks
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on nine
classes of notes issued by GE Commercial Loan Trust's series
2006-1, 2006-2, and 2006-3.  The lowered ratings remain on
CreditWatch with negative implications, where they were placed
July 22, 2008.  At the same time, S&P affirmed its ratings on the
other tranches from these three transactions.

The affected transactions are cash flow arbitrage collateralized
loan obligation transactions that are backed by syndicated and
middle market loans.
     
The downgrades primarily reflect a decline in credit enhancement
as a result of the losses that the transactions continue to incur
after triggering their "required sale assets" provisions.  The
transactions triggered these provisions when the market value of
some securities in the portfolio from the three transactions
breached their prespecified limits.  This necessitated the sale of
the affected securities at less than par prevailing market rates.  
The sale of the affected collateral at prevailing market prices
reduced the par balance of each transaction's portfolio.  The
reduction in available credit enhancement left the affected
classes with insufficient support at their previous ratings,
leading to the downgrades.
     
The ratings on the downgraded notes remain on CreditWatch negative
while S&P assesses the impact of a few unsettled trades and
reflect the ongoing potential risk of declining market prices on
the remaining portfolio.
     
The affirmed ratings on the other notes are based on the existing
credit support available. Standard & Poor's notes that the
July 21, 2008, trustee report for each transaction included a
proposal to amend the "required sale assets" provisions.

     Ratings Lowered and on Remaining on Creditwatch Negative

GE Commercial Loan Trust Series 2006-1

                   Rating                 Balance (mil. $)
Class       To              From          Original Current*
-----       --              ----          -------- --------
B           A-/Watch Neg    A/Watch Neg     80.753   43.413
C           BBB-/Watch Neg  BBB/Watch Neg   32.123   17.269
Pref Trust  BB-/Watch Neg   BB/Watch Neg    37.477   20.419

GE Commercial Loan Trust Series 2006-2

                   Rating                 Balance (mil. $)
Class       To              From          Original Current*
-----       --              ----          -----------------
C           A-/Watch Neg    A/Watch Neg     56.697   26.136
D           BB+/Watch Neg   BBB-/Watch Neg  47.526   21.908
Pref Trust  BB-/Watch Neg   BB/Watch Neg     8.337    3.922

GE Commercial Loan Trust Series 2006-3

                   Rating                 Balance (mil. $)
Class       To              From          Original Current*
-----       --              ----          -----------------
C           A-/Watch Neg    A/Watch Neg     64.695   40.140
D           BB+/Watch Neg   BBB-/Watch Neg  44.789   27.790
Pref trust  BB-/Watch Neg   BB/Watch Neg    14.431    9.037

                        Ratings Affirmed

GE Commercial Loan Trust Series 2006-1
                       Balance (mil. $)
Class     Rating   Original       Current*
-----     ------   --------       --------
A-1       AAA       319.000         41.558
A-2       AAA       281.007        281.007
A-PT      AAA       100.000         53.760

GE Commercial Loan Trust Series 2006-2

                       Balance (mil. $)
Class     Rating   Original       Current*
-----     ------   --------       --------
A-1       AAA       358.526          7.968
A-2       AAA       291.823        291.823
B         AA         30.849         14.220
   
GE Commercial Loan Trust Series 2006-3

                       Balance (mil. $)
Class     Rating   Original       Current*
-----     ------   --------       --------
A-1       AAA       433.467        135.035
A-2       AAA       352.822        352.822
B         AA         36.826         22.849

* Balances were calculated after the July 21, 2008, payment date.


GOODY'S FAMILY: MDOR, et al., Balk at Amended Chapter 11 Plan
-------------------------------------------------------------
The Missouri Department of Revenue, Texas Comptroller of Public
Accounts and Texas Workforce Commission, and Libby Westmark
Enterprises LLC and Libby Cross Station Enterprises LLC ask the
Hon. Christopher S. Sontchi of the United States Bankruptcy Court
for the District of Delaware to deny confirmation of the first
amended joint Chapter 11 plan of reorganization filed by Goody's
Family Clothing Inc. on Aug. 26, 2008.

A. Missouri Department of Revenue

MDOR has a priority tax claim for $33,646 for sales tax liability
from June 1, 2008, to June 9, 2008.  MDOR relates that one of the
Debtors' options for payment of the allowed priority tax claims
provides for deferred cash payments over a period exceeding five
years after the petition date in an aggregate principal amount
equal to the face amount of the allowed priority tax claim, plus
interest on the unpaid portion at the rate of interest determined
under applicable non-bankruptcy law as of the calender month in
which the plan is confirmed.

MDOR argues that the terms of the Debtors' plan lack specificity
regarding payment of the priority tax claims and, as such, would
be extremely difficult to enforce in the event of a default in
plan payments.  The Debtors' plan does not state when payments on
priority tax claims will commence or the frequency of the
payments, MDOR points out.

B. Texas Comptroller and TWC

The Texas entities filed more than $1.3 million in priority
claims.  According to the Texas entities, the plan provides for
reserves to cover various categories of claims, but refers to a
reserve only for "allowed" priority tax claims.  If a party in
interest disputes a priority tax claims and that claims has not
been "allowed" on the plan's effective date, no reserve need be
created, the Texas entities contend.

Because large amounts of priority tax claims may be disputed in
these cases, not reserving for them creates a substantial risk of
non-payment, the Texas entities says.  Reserves should be required
for all priority tax claims as filed and deemed allowed under
Section 502(a) of the U.S. Bankruptcy Code, the Texas entities
point out.

The Texas entities tell the Court that the "allowed claims" is
unclear in providing that "allowed claims" will not, for purposes
of distribution under the plan, include for prepetition claims
interest or any other amounts accruing on, in connection with, the
allowed claim until the Debtors' bankruptcy filing.

If the definition is intended to preclude prepetition interest on
priority tax claims, the plan should be revised, because
prepetition interest on priority tax claims is entitled to
priority status to the same extent as tax principal, the Texas
entities stated.

C. Libby Westmark and Libby Cross

The Libby entities are landlords of two parcels of non-residential
shopping center real estate space leased by the Debtor, located at
the Cross Station Shopping Center in Albany, Georgia, and at the
Westmark Plaza Shopping Center in Sumpter, South Carolina.  Both
of these properties are leased by the Debtors under certain
unexpired leases, and the Debtors have neither assume nor rejected
the two leases, the Libby entities say.

Libby entities filed a claim for unpaid amounts of $32,172 in the
aggregate, including administrative expense claims for stub rent.

According to the Libby entities, the Debtors' plan seems to
provide that applicable cure amounts which would be due to Libby
as a condition of assumption and assignment of their leases by the
Debtors; however, no schedule or detail of the proposed cure
amount that the plan proponent would propose to have paid to it
for its cure amount upon assumption and assignment of the leases
have yet been filed, the Libby entities say.

Furthermore, there is also a potential conflict with the Debtors'
amended plan that requires clarification related to a pending
appeal by the Debtors of the Libby entities' administrative
expense claim for stub rent owed.

                Confirmation Hearing on October 6

The Court set Oct. 6, 2008, at 1:00 p.m., to consider confirmation
of the amended plan.  To recall, the Court approved the Debtors'
amended disclosure statement explaining an amended Chapter 11 plan
on Aug. 25, 2008.

The amended plan classifies interests against and claims in the
Debtors in 12 classes.  The classification of treatment of
interests and claims are:

                 Treatment of Interests and Claims

          Type                             Estimated     Estimated
Class    of Claims            Treatment   Amount        Recovery
-----    ---------            ---------   ---------     ---------
1        prepetition senior   unimpaired  $0            100%
           lender claims

2        secured tax          unimpaired  $300,000      100%
           claims

3        aviation finance     unimpaired  $1,325,000    100%
           group secured
           claims

4        miscellaneous        unimpaired  unknown       100%
           secured claims

5        non-tax priority     unimpaired  $350,000      100%
           claims

6        prentice term loan   impaired    $67,527,777   26%-93%
           agreement claim

7        trance B term loan   impaired    $31,795,260   0%
           agreement claims

8        general unsecured    impaired    $125,000,000- 5%-10%
          claims                           $160,000,000    


9        convenience claims   impaired                   0%

10        intercompany claims  impaired                  0%

11        subordinated 510(c)  impaired                  0%
           claims

12        subordinated 510(b)  impaired                  0%
           claims

13        old equity interest  impaired                  0%

Classes 6,7 and 8 are entitled to vote to accept or reject the
plan.

Under the plan, allowed administrative claims, 503(b)(9) claims,
priority tax claims, and non-tax priority claims will be paid in
full, unless otherwise agreed by the holders of the claims.

Holders of Class 2 and 4 claims may be reinstated on original
terms, satisfied on deferred payment terms, or paid in full on the
plan's effective date, at the Debtors' option.

The tranche b term loan agreement claims held by GMM Capital LLC
and PGDYS Lending LLC, an affiliates of Prentice Capital
Management LP, will be treated as follows:

   i) GMM will receive new common stock if GMM makes the GMM
      equity election or treatment of its allowed tranche B loan
      agreement claim as a Class8 general unsecured claim; and

  ii) PGDYS Lending will receive new common stock.

Moreover, PGDYS Lending has agreed to waive its rights to
participate in the Class8 general unsecured claim distribution on
account of the unsecured claim arising with respect to its allowed
trance B loan agreement claims.

Holders of Class 8 general unsecured claims will receive a pro
rate share of (i) the general unsecured creditor cash, and (ii)
the general unsecured creditor note.

Class 9, 11 and 12 will not receive any distribution under the
plan.  Holders of Class 10 intercompany claims will be either:

   i) reinstated, in full or in party, or

  ii) canceled and discharge, in full or in part, in which case
      such discharged and satisfied portion will be eliminated and
      the holder of Class 10 claims will not receive any
      distribution under the plan.

Class 13 equity interest will be canceled.

A full-text copy of the Debtors' amended joint Chapter 11 plan of
reorganization is available for free at:

               http://ResearchArchives.com/t/s?3153

Headquartered in Knoxville, Tennessee, Goody's Family Clothing
Inc. -- http://www.shopgoodys.com/-- operates chains of clothing      
stores.  The company is owned by Goody's Holdings Inc., a non-
debtor entity.  As of May 31, 2008, the company operates 355
stores in several states with approximately 9,868 personnel of
which 170 employees are covered under a collective bargaining
agreement.  The company and 19 of its affiliates filed for Chapter
11 protection on June 9, 2008 (Bankr. D. Del. Lead Case No.08-
11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq., at
Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings, Esq.,
at Bass, Berry & Sims PLC, represent the Debtors.  The Debtors
selected Logan and Company Inc. as their claims agent.

The U.S. Trustee for Region 3 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors.  Frederick Brian
Rosner, Esq., at Duane Morris LLP, and Lawrence C. Gottlieb, Esq.,
Cathy Herschopf, Esq., and Jeffrey L. Cohen, Esq., at Cooley
Godward Kronish LLP, represent the Committee in these cases.

When the Debtors filed for protection against their creditors,
they listed assets and debts between $100 million and $500
million.  As of May 3, 2008, the Debtors' records reflected total
assets of $313,000,000 -- book value -- and total debts of
$443,000,000.


GOODY'S FAMILY: Has Until November 21 to File Chapter 11 Plan
-------------------------------------------------------------
The Hon. Christopher S. Sontchi of the United States Bankruptcy
Court for the District of Delaware further extended the exclusive
periods of Goody's Family Clothing Inc. and its debtor-affiliates
to:

   -- file a Chapter 11 plan, until Nov. 21, 2008, and

   -- solicit acceptances of that plan, until Jan. 5, 2009.

As reported in the Troubled Company Reporter on Sept. 3, 2008,
the Debtors told the Court that the requested extension is filed
out of an abundance of caution as it attempts to secure adequate
financing.

The Court approved the amended disclosure statement explaining the  
amended joint Chapter 11 plan of reorganization filed by the
Debtors and the Official Committee of Unsecured Creditors.  A
hearing is set for Oct. 6, 2008, at 1:00 p.m., to consider
confirmation of the amended plan.

                      About Goody's Family

Headquartered in Knoxville, Tennessee, Goody's Family Clothing
Inc. -- http://www.shopgoodys.com/-- operates chains of clothing      
stores.  The company is owned by Goody's Holdings Inc., a non-
debtor entity.  As of May 31, 2008, the company operates 355
stores in several states with approximately 9,868 personnel of
which 170 employees are covered under a collective bargaining
agreement.  The company and 19 of its affiliates filed for Chapter
11 protection on June 9, 2008 (Bankr. D. Del. Lead Case No.08-
11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq., at
Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings, Esq.,
at Bass, Berry & Sims PLC, represent the Debtors.  The Debtors
selected Logan and Company Inc. as their claims agent.

The U.S. Trustee for Region 3 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors.  Frederick Brian
Rosner, Esq., at Duane Morris LLP, and Lawrence C. Gottlieb, Esq.,
Cathy Herschopf, Esq., and Jeffrey L. Cohen, Esq., at Cooley
Godward Kronish LLP, represent the Committee in these cases.

When the Debtors filed for protection against their creditors,
they listed assets and debts between $100 million and $500
million.  As of May 3, 2008, the Debtors' records reflected total
assets of $313,000,000 -- book value -- and total debts of
$443,000,000.


GOODY'S FAMILY: Shuts Down E-Commerce Web Site
----------------------------------------------
Knoxville News Sentinel (Tennessee) reports that Goody's Family
Clothing, Inc., is shutting down its e-commerce division,
including its e-commerce Web site.

Knoxville News relates that the shutting down of the e-commerce
division effectively removes Goody's Family from the online retail
arena.

Goody's Family spokesperson Deborah Zahn said that the company
would continue to operate an informational company Web site,
Knoxville News states.


                      About Goody's Family

Headquartered in Knoxville, Tennessee, Goody's Family Clothing
Inc. -- http://www.shopgoodys.com/-- operates chains of clothing  
stores.  The company is owned by Goody's Holdings Inc., a non-
debtor entity.  As of May 31, 2008, the company operates 355
stores in several states with approximately 9,868 personnel, of
which 170 employees are covered under a collective bargaining
agreement.  The company and 19 of its affiliates filed for Chapter
11 protection on June 9, 2008 (Bankr. D. Del. Lead Case No. 08-
11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq., at
Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings, Esq.,
at Bass, Berry & Sims PLC, represent the Debtors.  The Debtors
selected Logan and Company Inc. as their claims agent.

The U.S. Trustee for Region 3 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors.  Frederick Brian
Rosner, Esq., at Duane Morris LLP, and Lawrence C. Gottlieb, Esq.,
Cathy Herschopf, Esq., and Jeffrey L. Cohen, Esq., at Cooley
Godward Kronish LLP, represent the Committee in these cases.

When the Debtors filed for protection from their creditors, they
listed assets and debts of between $100 million and
$500 million.  As of May 3, 2008, the Debtors' records reflected
total assets of $313,000,000 -- book value -- and total debts of
$443,000,000.


HAWAII MEDICAL: Will Lay Off Workers This Week
----------------------------------------------
Khnl.com (Hawaii) reports that Hawaii Medical Center said on
Friday that it will start laying off workers starting this week.

Hawaii Medical will fire a total of 150 workers at its HMC East
and HMC West, Khnl.com says, citing hospital officials.

According to Khnl.com, Hawaii Medical's Chief Executive Officer
Danelo Canete said that the pending job cut is necessary because
the center is overstaffed.  "Thanks to the efficiency of our
operating model and substantially improved patient care, we are
able to treat patients more quickly and allow them to return to
their families soon than before.  This uses fewer beds while
caring for the same number of patients, so we are overstaffed,"
the report quoted Mr. Canete as saying.  The report states that
Hawaii Medical is overstaffed by at least 30%.

                      About Hawaii Medical

Honolulu, Hawaii-based Hawaii Medical Center is only for-profit,
physician-owned hospital.  It is a partnership of CHA Hawaii, an
affiliate of Cardiovascular Hospitals of America.  It has two
specialty units, including Adult and Pediatric and Intensive Care.

Wichita, Kansas-based CHA Hawaii LLC, and its affiliates --
including Hawaii Medical Center LLC -- filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. D.Del. Case No. 08-12027).  
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
represents the Debtors in their restructuring efforts.  The
Debtors listed assets of between $1 million and $10 million and
liabilities of between $50 million and $100 million when they
filed for bankruptcy.


HC INNOVATIONS: Potential Conflict Cues James Bigl's Resignation
----------------------------------------------------------------
On Sept. 9, 2008, James Bigl, the chairman of the board of
directors of HC Innovations, Inc., resigned.  According to the
company's press release dated Sept. 10, Mr Bigl's decision was
based on potential conflicts of interest.

"It has been a pleasure working closely with Jim.  He has been a
great friend to the company and will remain so, but due to
potential conflicts of interest needs to step down from the
Board," said Dr. Chess, Chief Executive Officer.  "The Board is
currently working to identify candidates to replace Mr. Bigl."

"HCI is revolutionizing healthcare services for patients and
payors alike and I strongly wish the company success in achieving
its vision," said Mr. Bigl.

                       About HC Innovations

Headquartered in Shelton, Conn.,  HC Innovations Inc. (OTC BB:
HCNV) -- http://www.hcinnovationsinc.com/-- is the holding    
company for Enhanced Care Initiatives (ECI), which provides
complex care management services for medically unstable, complex
patients.  These services are performed through a program of 24/7
clinical support and intensive interventions based on care plans
guided by a proprietary electronic health record (EHR) system.  
The company targets its offering to HMOs, other risk-bearing
managed care organizations, state Medicaid departments, and as an
on-site subcontractor for disease management companies.

                       Going Concern Doubt

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

The Troubled Company Reporter reported on Sept. 8, 2008, that HC
Innovations Inc.'s consolidated balance sheet at June 30, 2008,
showed $7,827,038 in total assets and $12,543,255 in total
liabilities, resulting in a $4,716,217 stockholders' deficit.  At
June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $4,008,617 in total current assets
available to pay $12,126,389 in total current liabilities.

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


HEARTLAND AUTOMOTIVE: Judge Lynn Lets Another Judge Take Over
-------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that Judge D. Michael Lynn
of the United States Bankruptcy Court for the Northern District of
Texas sent the Chapter 11 cases of Heartland Automotive Holdings,
Inc., and its debtor-affiliates to Judge Russell F. Nelms after
the Debtors announced they would drop the affiliation with Jiffy
Lube and reflag the stores as Castrol Premium Lube Express.

Judge Lynn owns stock of BP Plc, the report notes.  Judge Lynn
said another judge was needed to handle the case because Castrol
Premium, which is seeking to help the Debtors out of Chapter 11 is
a subsidiary of BP, according to the report.

                   About Heartland Automotive

Based in Omaha, Nebraska, Heartland Automotive Holdings Inc. --
http://www.heartlandjiffylube.com/-- and its debtor-affiliates       
are franchisees of Jiffy Lube International Inc. since 1980.  The
Debtors operate 438 quick-oil-change stores in 20 states across
the Eastern, Midwestern and Western U.S.  They employed in excess
of 4,000 employees.

The company and its nine affiliates filed for Chapter 11
protection on Jan. 7, 2008 (Bank. N.D. Tex. Lead Case No.
08-40057).  Jeff P. Prostok, Esq., at Forshey & Prostok, LLP
represents the Debtors in their restructuring efforts.  The
Debtors selected Epiq Bankruptcy Solutions LLC as claims, noticing
and balloting agent.  The U.S. Trustee for Region 6 appointed
five creditors to serve on an Official Committee of Unsecured
Creditors on these cases.  The Committee selected Cadwalader
Wickersham & Taft LLP as counsel.

As of Nov. 29, 2007, the Debtors' financial statements reflected
assets totaling about $334 million and liabilities totaling about
$396 million.


HENDRX CORP: Board Appoints Kurt Dalmata as Director
----------------------------------------------------
Effective Sept. 8, 2008, the board of directors of Hendrx Corp.
appointed Kurt Dalmata to the company's board of directors to
serve until the next annual meeting of the Company's shareholders.

Mr. Dalmata has been engaged as an independent consultant for over
ten years, based in Zurich, Switzerland, he specializes in mergers
and acquisitions, corporate finance, private equity, and project
management.  Prior to his current occupation, he was the Executive
VP of Finance of the Siber Hegner Group, an international trading
house with 1,700 employees. Prior to that he was an Associate
Director of what was then UBS (Securities) Ltd., the London-based
investment bank of UBS. He has over thirty years of experience
working in various capacities in the banking and corporate
sectors.

Mr. Dalmata obtained a Doctorate in Law from Vienna University in
1974 and an MBA from INSEAD, Fontainebleau, France, in 1976.

Mr. Dalmata also serves as (i) an officer (September of 2008 to
present) and director (April of 2008 to present) of Newtech
Resources, Inc., an OTC:BB quoted company without operations, (ii)
an officer (September of 2008 to present) and director (April of
2008 to present) of ASP Ventures Corp., an OTC:BB quoted company
without operations, (iii) an officer (September of 2008 to
present) and director (April of 2008 to present) of Enwin
Resources, Inc., an OTC:BB quoted company without operations, and
(iv) an officer and director (September 2008 to present) of High
End Ventures, Inc., an OTC: BB quoted company without operations.

Mr. Dalmata also acts as the managing director of First Capital
Invest Corp., which entity has advanced loans to the Company
within the past two years.

"The appointment of Mr. Dalmata to the Company's board of
directors was not based on any prior understanding or arrangement.  
The company has not at this time determined if Mr. Dalmata will
serve on any standing committee," Chief Executive Officer George
Solymar said.

                        About Hendrx Corp.

Headquartered in Vancouver, British Columbia, Hendrx Corp. (OTC
BB: HDRX.OB) through its wholly owned subsidiary, Eastway Global
Investment Limited, manufactures and distribute water dispenser
systems.  On Dec. 16, 2008, the company acquired 100% of the
issued shares of Eastway Global Investment Limited, which included
Eastway's wholly-owned operating subsidiary, Fujian Yuxin
Electronic Equipment Co., Ltd.  Yuxin was incorporated under the
laws of People's Republic of China on Feb. 18, 1993.  The
principal business of Yuxin is to manufacture and distribute water
dispenser systems.

                       Going Concern Doubt

The company has a working capital deficiency of $2,954,216 at
June 30, 2008, and a net loss of $1,194,648 for the six months
then ended.  "The company might not have sufficient working
capital for the next twelve months and is dependent on financing
to continue operation.  These factors create substantial doubt as
to the ability of the company to continue as a going concern,"
George Solymar, the company's chief executive officer, chief
financial officer, and principal accounting officer, remarked in
Hendrx's Form 10-Q filed on Aug. 19, 2008.

At June 30, 2008, the company's consolidated balance sheet showed
$18,389,485 in total assets, $7,392,124 in total liabilities, and
$10,997,361 in total stockholders' equity.  The company's
consolidated balance sheet at June 30, 2008, also showed strained
liquidity with $3,212,588 in total current assets available to pay
$6,166,804 in total current liabilities.


HINES HORTICULTURE: Must Complete Asset Sale, Says BofA
--------------------------------------------------------
Bank of America, as agent under a prepetition loan and debtor-
in-possession agreement, objects a disclosure statement explaining
a joint Chapter 11 plan filed by Hines Horticulture and Hines
Nurseries Inc. on Aug. 29, 2008, in the United States Bankruptcy
Court for the District of Delaware.

A hearing is set for Oct. 9, 2008, at 3:30 p.m., to consider the
adequacy of the Debtors' disclosure statement.  Objections, if
any, are due Oct. 3, 2008.  The Court originally set the hearing
on Oct. 2, 2008.

BofA tells the Court that the Debtors' plan is entirely dependent
upon the consummation of an acceptable sale transaction that will
pay the lender in full, among other things.  The sale process
presently remains in its early stages and it is therefore
premature to seek approval of the disclosure statement, BofA
points out.  "Therefore, the plan and disclosure statement process
poses a substantial and expensive distraction for the Debtors and
its Official Committee of Unsecured Creditors as well the BofA,
Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, says.

BofA asserts that the approval of the Debtors' disclosure
statement -- and solicitation of votes on a plan -- must be
postponed until the sale process is completed.

As reported in the Troubled Company Reporter on Sept. 15, 2008,
the Debtors asked the Court to approve proposed bidding procedures
for the sale of substantially all of their assets free and clear
of all liens.  The sale is for approximately $70 million.  It will
involve up to $58 million in cash to pay prepetition secured loans
and financing for the restructuring, and about $12 million to pay
debt owing to pre- and post-bankruptcy suppliers.  The Debtors
proposed a $1.5 million break-up fee plus $750,000 in expense
reimbursement.  On Sept. 18, 2008, BofA said in papers filed with
the Court that the Debtors' proposed bidding procedures is
defective.

The Court originally set Sept. 23, 2008, to consider approval of
the Debtors' proposed bidding procedures.

                     About Hines Horticulture

Headquartered in Irvine, California, Hines Horticulture, Inc. --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.  The company and its affiliate, Hines Nurseries, Inc.,
filed for Chapter 11 protection on Aug. 20, 2008 (Bankr. D. Del.
Case No.08-11922).  Anup Sathy, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructure efforts.  Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors'
co-counsel.  The Debtors selected Epiq Bankruptcy Solutions LLC as
their voting and claims agent, and Financial Balloting Group LLC
as their securities voting agent.  When the Debtors filed for
protection against their creditors, they listed assets and debts
of between $100 million and $500 million each.


HRP MYRTLE: Files New Details on Hard Rock's Operations
-------------------------------------------------------
Lisa Fleisher at Myrtle Beach Sun News reports that HRP Myrtle
Beach Holdings, LLC's $400 million rock-and-roll theme park, Hard
Rock Park, filed in the U.S. Bankruptcy Court for the District of
Delaware details on its operations that it had previously kept.

According to Myrtle Beach Sun, Hard Rock said that it sold an
estimated 11,000 passes per year, about $150 each.  Court
documents indicate that Hard Rock proposes to extend the life of
those passes, saying that "the Park believes that the support and
loyalty of these individuals are critical to the Park's planned
relaunch for the 2009 operating season."

Myrtle Beach Sun relates that Hard Rock said it handed out 7,500
season passes to "people in the hospitality and travel industry,
and other influential individuals within the region."

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.


IDLEAIRE INC: Appoints James Price as Interim CEO
-------------------------------------------------
BankruptcyData.Com reports that IdleAire Technologies Corp. filed
with the U.S. Bankruptcy Court for the District of Delaware a
notice of its appointment of James A. Price as interim C.E.O.  Mr.
Price will carry out the remaining obligations of the Debtor
during the pendency of its Chapter 11 case as well as after the
conversion of the case to Chapter 7, according to the report.  Mr.
Price will receive $5,000 per week, the report says.

                   About IdleAire Technologies

Headquartered in Knoxville, Tennessee, IdleAire Technologies Corp.
-- http://www.idleaire.com/-- is a privately held corporation          
founded in June 2000 and has not been profitable since inception.   
It manufactures and services an advanced travel center
electrification system providing heating, ventilation & air
conditioning, Internet and other services to truck drivers parked
at rest stops.  The company delivers its services to long-haul
drivers through its patented Advanced Travel Center
Electrification(R) system, or ATE system, comprised of an in-cab
service module connected to an external heating, ventilation and
air conditioning unit, or HVAC unit, mounted on a truss structure
above parking spaces.  IdleAire has 131 locations in 34 states and
employs about 1,200 people.

The company filed chapter 11 petition on May 12, 2008 (Bankr. D.
Del. Case No. 08-10960).  Judge Kevin Gross presides over the
case.  Elihu Ezekiel Allinson, III, Esq., William A. Hazeltine,
Esq., and William David Sullivan, Esq., at Sullivan Hazeltine
Allinson, LLC represent the Debtor in its restructuring efforts.  
John Monaghan, Esq., at Holland & Knight LLP is co-counsel to the
Debtor.  The Debtor selected Kurtzman Carson Consultants LLC as
claim, noticing and balloting agent.  The U.S. Trustee for Region
3 appointed three creditors as members of the Official Committee
of Unsecured Creditors.  Saul Ewing LLP represents the Creditors'
Committee.

The Troubled Company Reporter disclosed on June 30, 2008 that the
Debtor's summary of schedules showed total assets of $152,398,370
and total debts of $373,220,369.


ISTAR FINANCIAL: Moody's Cuts Rating to 'Ba1' on Fin'l Market Woes
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of iStar
Financial to Ba1 from Baa3.  The ratings are on review for
downgrade.  The rating action was prompted by the continued
turmoil in the capital markets and the expectation that SFI's
asset performance will experience further pressure as the
commercial real estate market fundamentals weaken.  

Following its rating action on July 18, 2008, Moody's indicated
that a rating downgrade could result if fixed charge coverage
deteriorated further, non-performing assets exceeded 8%.  Given
the market dynamics, Moody's expects iStar's non-performing assets
to grow beyond 8% of gross assets.  Moody's believes the
resolution of the REIT's non-performing assets will be a
protracted process, and as a result EBITDA will erode and fixed
charge could deteriorate to levels close to its bond covenant
threshold.

Moody's anticipates the credit environment will continue to
tighten over the near-term, posing exit risk on the REIT's near-
term asset maturities.  Cash flow is expected to deteriorate as a
result, but positively, iStar appears to have adequate liquidity
to meet its debt obligations and funding commitments through 2009
even in a stressed scenario.

The rating review will focus on further examination of iStar's
asset performance as the credit and commercial property markets
evolve, the prospects for earnings given the economic climate, and
potential limitations to operations in a stressed scenario.  A
rating downgrade would result if non-performing assets exceed the
mid-teens and fixed charge coverage falls below 1.7X.  Moody's
also indicated that a sharp increase in non-performing assets
could result in a multi-notch downgrade.  Moody's stated that a
stable outlook would be predicated upon a stabilization of its
asset performance, specifically non-performing assets close to 10%
and maintenance of fixed charge coverage above 1.7X.

These ratings were downgraded:

iStar Financial Inc. -- Senior unsecured debt to Ba1 from Baa3,
preferred stock to Ba3 from Ba2; senior debt shelf to (P)Ba1 from
(P)Baa3; subordinated debt shelf to (P)Ba2 from (P)Ba1; preferred
stock shelf to (P)Ba3 from (P)Ba2.

iStar Financial Inc. [NYSE: SFI] is a property finance company
that elects REIT status.  iStar provides structured mortgage,
mezzanine and corporate net lease financing.  iStar Financial is
headquartered in New York City, and had assets of $15.6 billion
and equity of $2.9 billion as of June 30, 2008.


JEFFERSON COUNTY: Continues Talks with Lenders After Deadline Ends
------------------------------------------------------------------
William Selway of Bloomberg News reports that Jefferson County,
Alabama, may win more time to negotiate a way out of the
$3.2 billion bond crisis that has pushed the county near
bankruptcy after its current agreement with creditors expired, the
county's top official said.

Jefferson County Commission President Bettye Fine Collins,
according to the report, said Governor Bob Riley called to tell
her that negotiations are continuing with the county's creditors,
who indicated they would be willing to grant the county another
extension after the current standstill agreement expired at 5 p.m.
on Sept. 30.

"I don't have anything in concrete," Ms. Collins said in an
interview from Birmingham, according to the report.  "It appears
that if we could work out another week without it costing the
county anything that would be a reasonable thing to do."

Ms. Collins said she is waiting to hear additional word from the
governor, according to the report.  "The governor's still the one
who will let us know when we are at an impasse and he hasn't done
that," she said according to the report.

Jim Faherty of 960WERC.com reports that a Sept. 30 deadline for
Jefferson County to make an $83 million interest payment on a
portion of its sewer debt came and went without any money from the
county.  In the Bloomberg report, Ms. Collins said the county
didn't intend to make the payment because it lacks the money.

According to a report by the Troubled Company Reporter on Sept.
25, Jefferson County also faces a $20 million deadline to pay its
general obligation debt on Sept. 30.  No update on the matter is
yet available.

                     About Jefferson County

Jefferson County has its seat in Birmingham.  It has a population
of 660,000.  It ended its 2006 fiscal year with a $42.6 million
general fund balance, according to Standard & Poor's.  The
Birmingham firm of Bradley Arant Rose & White, represents
Jefferson County.  Porter, White & Co. in Birmingham is the
county's financial adviser.  A bankruptcy by Jefferson County
stands to be the largest municipal bankruptcy in U.S. history.  It
could beat the record of $1.7 billion, set by Orange County,
California in 1994.  Jefferson County has $4.6 billion in overall
debt, including $3.2 billion in sewer bonds.  


                          *     *     *

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

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

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


JOSE ESCOBAR: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Jose Macias Escobar
        dba Macias Nursery
        aka Jose Macias
        30590 Arbol Real
        Thousand Palms, CA 92276

Bankruptcy Case No.: 08-23143

Chapter 11 Petition Date: September 29, 2008

Court: Central District Of California (Riverside)

Judge:  Richard M. Neiter

Debtor's Counsel: Daniel C. Sever, Esq.
                  dansever@severlegal.com
                  41-750 Rancho Las Palmas, Ste. N-2
                  Rancho Mirage, CA 92270
                  Tel: (760) 773-0720
                  Fax: (760) 773-0732

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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


JPMORGAN AUTO: Moody's Rates $6.37MM 5.22% Certificates 'Ba2'
-------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to the
securities to be issued by JPMorgan Auto Receivables Trust 2008-A.

The complete rating actions are:

Issuer: JPMorgan Auto Receivables Trust 2008-A

  -- $121,000,000 3.41250% A-1 Notes, rated Prime-1
  -- $81,000,000 4.82% A-2 Notes, rated Aaa
  -- $86,000,000 5.22% A-3 Notes, rated Aaa
  -- $19,700,000 5.22% A-4 Notes, rated Aaa
  -- $14,570,000 5.22% B Notes, rated Aa1
  -- $11,840,000 5.22% C Notes, rated A1
  -- $12,740,000 5.22% D Notes, rated Baa2
  -- $6,370,000 5.22% Certificates, rated Ba2

Moody's said the ratings are based on the quality of the
underlying auto loans and their expected performance; credit
enhancement provided by subordination, overcollateralization and
available excess spread; the strength of the transaction structure
which includes the subordination of servicing fee and a sequential
pay trigger that, if breached, would cause the cash flow waterfall
to become sequential pay; and the experience of JPMorgan Chase
Bank, N.A. as master servicer.

The Assumption Volatility Score for this transaction is Low and in
accord with the relatively low level of credit uncertainty in the
prototypical prime auto transaction.

Moody's Assumption Volatility Scores measure a transaction's
exposure to factors that contribute to uncertainty in estimating
credit risk and could give rise to ratings volatility.  V Scores
rank transactions on a five point scale by the potential for
significant rating changes owing to uncertainty around the
assumptions and the related modeling that underlie the ratings.
The V Score applies to the entirety of a transaction and is
derived from an analysis of the sector's historical performance
and data adequacy, the issuer's historical performance and data
adequacy, the transaction's complexity and market value
sensitivity, and the level of transaction governance.

Moody's Loss Sensitivities measure the number of notches that the
rating on a structured finance security would likely move downward
if the loss expectations assumed for the transaction's underlying
collateral pool were presumed to be substantially higher than
those actually used to rate the transaction.  Loss Sensitivities
assume that the deal has not aged.  They are not intended to
measure how the rating of a security might migrate over time, but
rather how the initial rating would change if the loss
distribution for the underlying asset pool changed significantly
in a negative direction from what was used to rate the
transaction.  

Were Moody's to assume a substantially higher expected loss for
this transaction -- equivalent to a one-in-twenty negative
scenario or 95th percentile loss on the present distribution - the
ratings indicated by its rating model would shift down as:

   A-2 Notes, 2 notches
   A-3 Notes, 2 notches
   A-4 Notes, 2 notches
   B Notes, 10 notches
   C Notes, 11 notches
   D Notes, more than 7 notches (rating would be lower than B3)
   Certificates, more than 4 notches (rating would be lower
      than B3)

The indicated rating shifts are based upon, among other things, an
original expected loss of 3.00% and a 95th percentile loss of
6.25%.


KAYDON CORPORATION: Moody's Withdraws Ratings at Company's Request
------------------------------------------------------------------
Moody's Investors Service withdrew all ratings on Kaydon
Corporation at the company's request following the redemption of
all of its 4% contingent convertible senior subordinated notes due
2023.  

These ratings were withdrawn:

  -- Ba2 Corporate Family Rating;
  -- Ba2 Probability of Default Rating;
  -- Ba3 (LGD 5, 75%) Convertible Senior Subordinated Notes.

Kaydon Corporation is a manufacturer of custom-engineered,
performance-critical metal components for a broad range of
industrial end markets.  The company reported consolidated net
sales of approximately $494 million for the twelve months ending
June 28, 2008.


KING PHARMACEUTICALS: S&P Rates Existing $400MM Conv. Notes 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' rating to
King Pharmaceuticals Inc.'s proposed $1 billion senior secured
credit facility, with a recovery rating of '1', indicating S&P's
expectation for a very high (90%-100%) recovery for secured
lenders in the event of a default.

In addition, Standard & Poor's assigned its 'BB' rating to the
company's existing $400 million convertible senior notes, with a
recovery rating of '3', indicating its expectation for a
meaningful (50%-70%) recovery in the event of a default.  At the
same time, Standard & Poor's affirmed its 'BB' corporate credit
rating on the company.  The outlook remains negative.
      
"The current ratings and outlook on Bristol, Tennessee-based
specialty pharmaceutical company King Pharmaceuticals reflect the
ongoing competitive challenges facing a number of the company's
core products, a lack of visibility with regards to new product
pipeline contributions, and the potential need for significant,
debt-financed product acquisitions," said Standard & Poor's credit
analyst Brian Jones.  Still, King has a relatively diverse product
portfolio and remains very conservatively financed.
     
King's product portfolio faces several challenges that have
affected recent performance and could lead to a further decline if
not offset by new products.  Patent protection on King
Pharmaceuticals' longtime lead product, the hypertension treatment
Altace, expired December 2007, and subsequent generic competition
sharply reduced sales.  Altace sales declined 73% to $44 million
in the quarter ended June 30, 2008, from $163 million for the
corresponding quarter in 2007. Meanwhile, King's now best-selling
product, the muscle relaxant Skelaxin, which generated $107
million of sales in the second quarter, faces patent litigation
and is at risk of generic competition in the near to intermediate
term.  Thrombin-JMI, used to stop bleeding during surgery, is
facing increased competition from ZymoGenetics, which launched a
competing product in January 2008.  Collectively, King's
competitively exposed products accounted for 68% of total second-
quarter 2008 sales.
     
The challenges faced by King Pharmaceuticals' top three products
place increased pressure on the company's near-term product
pipeline to deliver significant new products.  The company's
leading candidate is Remoxy, an abuse-resistant opioid-based pain
medication.  The Food and Drug Administration designated this drug
for priority review following its new drug application filing on
June 9, 2008.  However, Remoxy faces a potentially competitive
field, with several rivals developing similar products.  King's
other product candidates include Acurox Tablets, immediate-release
tablets for moderate-to-severe pain relief for which an NDA is
expected to be filed with the FDA by the end of 2008, and CorVue,
a cardiac stress imaging agent in late-stage development.  

However, S&P is uncertain these prospects will adequately replace
the expected sales loss from patent expirations.
     
To address this concern, Standard & Poor's Ratings Services
believes acquisitions will continue to play a central role in King
Pharmaceuticals' business strategy as it tries to restock its
portfolio.  Consistent with S&P's Bulletin dated Aug. 22, 2008,
King's unsolicited $1.6 billion bid for Alpharma Inc. potentially
addresses the company's product portfolio needs.  In addition,
research and development and sales force synergies in the
$50 million-$70 million range would improve King's economies of
scale in the abuse-deterrent pain management space.

Upon close of the proposed financing, King Pharmaceutical's
$1 billion senior secured credit facility--including its
$150 million revolving credit facility, $350 million term loan A,
and $500 million term loan B--will be rated 'BBB-' with a recovery
rating of '1', indicating an expectation of very high (90%-100%)
recovery in the event of a payment default.  In addition, King's
$400 million convertible senior unsecured notes due 2026 will be
rated 'BB' with a recovery rating of '3', indicating an
expectation for meaningful (50%-70%) recovery in the event of a
payment default.
     
The current negative outlook reflects the increased pressure felt
by King Pharmaceuticals to address its declining product portfolio
and uncertainty surrounding the extent to which the company would
sacrifice its historically conservative financial policy as it
considers large, debt-financed acquisitions.  The outlook is
likely to be revised to stable upon completion of the proposed
financing and acquisition of Alpharma, which remains contingent
upon approval by Alpharma's shareholders and regulatory approval.

S&P believes this transaction makes even more aggressive
transactions less likely and will allow King Pharmaceuticals to
maintain sufficient financial cushion and appropriate credit
metrics for its aggressive financial profile, including pro forma
leverage of less than 4x and funds from operations to total debt
of 15%-30%.


LA INDIANA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: La Indiana Tamales, Inc.
        15268 Proctor Ave Unit B
        City Industry, CA 91745

Bankruptcy Case No.: 08-26062

Type of Business: The Debtor makes packaged tamales.
                  See: http://www.laindianatamales.com/

Chapter 11 Petition Date: September 29, 2008

Court: Central District Of California (Los Angeles)

Judge: Samuel L. Bufford

Debtor's Counsel: Wesley H. Avery, Esq.
                  wavery@rpmlaw.com
                  Roquemore Pringle & Moore
                  6055 E Washington Blvd, Ste 500
                  Los Angeles, CA 90040-2466
                  Tel: (323) 724-3117
                  Fax: (323) 724-5410

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

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/califcb08-26062.pdf


LANDSOURCE COMMUNITIES: Wants Court's OK to Assume Downrite Deal
----------------------------------------------------------------
LandSource Communities Development Inc. and its debtor-affiliates
seek permission from the United States Bankruptcy Court for the
District of Delaware to assume an agreement between owner and
contractor dated January 15, 2007, between LandSource Holding, as
successor-in-interest to Lennar Land Partners, and Downrite
Engineering.

Lennar Land merged into LandSource Holding on Nov. 28, 2007.  By
operation of law, as a result of the merger, LandSource Holding
assumed all assets and liabilities of Lennar Land Partners.

LandSource Holding is in the process of building the Clubhouse on
real property owned by Isles at Bayshore Master Association, Inc.  
The Real Property and the Clubhouse are subject to a 99-year
ground lease between Isles at Bayshore HOA and LandSource
Holding.

Once the Clubhouse is complete, it will offer LandSource Holding
different options to generate revenues.  LandSource Holding may
sell memberships and operate the Clubhouse.  Alternatively,
LandSource may seek to sell the Clubhouse either by selling it to
the Isles at Bayshore HOA or by assuming the Ground Lease and
assigning the Ground Lease and selling the Clubhouse to a
private investor.

The construction of the Clubhouse is almost complete.  In order
for Icon Constructors, Inc., the general contractor hired to
build the Clubhouse, to obtain a certificate of occupancy for the
Clubhouse, however, Downrite must call inspections for and
"close out" both a water and sewer permit and a paving and
drainage, respectively.  Aside from completing some minor
warranty work and addressing certain minor issues, scheduling
the final inspections is all that remains for Downrite to
complete the Work required under the Contract.

LandSource Holding has paid Downrite all postpetition amounts
owed and believes that no additional postpetition amounts will
become due under the Contract.  Downrite has refused to schedule
the final inspections unless it is paid all prepetition amounts
it is owed.

Mark D. Collins, Esq., at Richards Layton & Finger, P.A., in
Wilmington, Delaware, relates that if Downrite is not paid its
prepetition claim, it likely will assert a mechanic's lien
against the Clubhouse.  As of the Petition Date, LandSource
Holding owed Downrite $76,995, in addition to $19,892 retention
amount that LandSource Holding is entitled to hold back until
final completion of the work.

In order to ensure the prompt completion of the Clubhouse and
avoid the placement of liens, LandSource Holding has agreed to
assume the Contract, pay Downrite the Prepetition Claim amount,
and upon final completion and acceptance of the Work as provided
in the Contract, pay Downrite the Retention Amount.

LandSource Holding plans to monetize the value of the Clubhouse
project which will enable it to generate revenue from Clubhouse
operations.  Once in operation, according to Mr. Collins,
LandSource Holding projects that the Clubhouse will generate
$95,497, $267,367, and $313,847 in annual net income for the
2008, 2009, and 2010 calendar years.

By assuming Downrite's Contract and paying the amounts now,
LandSource will be able to get Downrite back on the jobsite to
schedule the final inspections which will enable Icon to obtain
the certificate of occupancy, Mr. Collins tells the Court.  He
adds that having this in place prior to marketing this asset will
result in higher bids from prospective purchasers, which will
enable LandSource Holding to maximize the value of this asset.

                    About LandSource Communities

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

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

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

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.
(LandSource Bankruptcy News, Issue No. 13;
http://bankrupt.com/newsstand/or 215/945-7000).   


LANDSOURCE COMMUNITIES: Newhall Wants to Assume ACI Master Pact
---------------------------------------------------------------
The Newhall Land and Farming Company, a California Limited
Partnership, seeks authority from the United States Bankruptcy
Court for the District of Delaware to assume a master grading
agreement with Altfillisch Contractors, Inc.

Under the pact, ACI provides Newhall earth moving equipment and
equipment operating services, which Newhall has projected it will
need to develop property located in the Newhall Ranch area and the
Santa Clarita Valley in Los Angeles, California, over the next
eight years.  In exchange for ACI's commitment of its equipment
and manpower, Newhall agreed to negotiate individual subcontracts
with ACI for specific development projects, with the intent that
Newhall would use ACI's equipment substantially continuously
during the term of the Agreement.

Newhall currently requires ACI's services to extend the Newhall
Ranch Road and continue development of the West Hills Area A
infrastructure.  Furthermore, ACI must complete its grading on
the Newhall Ranch Road for the City of Santa Clarita to begin
construction of the Golden Valley Bridge, which will extend
Newhall Ranch Road across the Santa Clara River.

Mark D. Collins, Esq., at Richards Layton & Finger, P.A., in
Wilmington, Delaware, relates that the delay in continuing
construction of the Newhall Ranch Road will likely increase the
costs incurred by Newhall.  He adds significant costs will be
incurred when demobilizing and remobilizing work on the Newhall
Ranch Road if Newhall is required to retain a new contractor.

ACI has agreed that Newhall will pay only 34.2% of ACI's
prepetition claim as a condition to assumption of the Agreement.  
As of the Petition Date, Newhall owed ACI $2,189,864.

Newhall has agreed to assume the Agreement on these terms:

   (a) Newhall will promptly pay ACI $750,000, which is equal to
       approximately 34% of the Prepetition Claim, to cure any
       defaults, including its nonpayment of prepetition amounts
       under the Agreement.

   (b) The remainder of ACI's Prepetition Claim of $1,439,864
       will be treated as an allowed claim.  The Remaining
       Prepetition Claim, however, will be treated as a
       prepetition unsecured claim and will not be elevated to
       administrative expense priority status.  ACI may still
       assert other rights affecting its recovery on the
       Remaining Prepetition Claim, including assertion of any
       mechanic's lien rights it may  have.

   (c) Newhall will expedite the payment of postpetition invoices
       so that all pending and future invoices under the
       Agreement are paid no more than 10 business days after
       Newhall's receipt of an invoice that complies with the
       Agreement.

Mr. Collins relates that the estimated costs to replace ACI as a
contractor exceed the cure amounts on the proposed  terms.  He
adds that the completion of the work undertaken by ACI will
increase the overall value of Newhall's properties, in the short
term will enable Newhall to complete the Newhall Ranch Road and
West Hill Area A projects, and, longer term, will enhance the
development of Newhall's other projects.

Mr. Collins adds that the parties' business relationship has
enabled ACI to maintain state of the art equipment necessary to
meet air quality regulations imposed by the South Coast Air
Quality Management District, the California Air Resources Board,
and the U.S. Environmental Protection Agency.  Without the deal,
Mr. Collins relates, Newhall would have to pay substantially more
for similar services and would have difficulty finding an
alternate provider with the equipment necessary to fulfill
various regulatory requirements.

                    About LandSource Communities

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

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

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

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.
(LandSource Bankruptcy News, Issue No. 13;
http://bankrupt.com/newsstand/or 215/945-7000).   


LANDSOURCE COMMUNITIES: Wants Right of First Refusal Pact Rejected
------------------------------------------------------------------
LandSource Communities Development LLC, and its debtor-affiliates
ask the United States Bankruptcy Court for the District of
Delaware for authority to reject a right of first refusal
agreement, entered into between West Valley, LLC and LandSource as
successor-in-interest to MW Housing Partners III, L.P., governing
units 1, 3, 4, 5A, 6, 7, and 18 of certain partially developed or
undeveloped 983-acre real property in the county of El Dorado,
California, known as the Blackstone Property.

The Blackstone Property is partially developed and was
transferred by West Valley to LandSource's predecessors-in-
interest.  West Valley, as seller, entered into an Agreement of
Purchase and Sale with an affiliate of one of its members, Lennar
for the sale of Blackstone Property units 1, 3, 4, 5A, 6, and 7.  
West Valley also sold Blackstone Property's unit 18 to U.S. Home
Corporation, an affiliate of Lennar.  Lennar and USHC later
assigned their rights under the Purchase Agreements to MWHP.  
When MWHP was later admitted as a member of LandSource
Communities, MWHP transferred to LandSource the Blackstone
Property including the Right of First Refusal Agreement.

LandSource plans to sell the Blackstone Property to generate money
for its estate and, consistent with its fiduciary duty to maximize
value, LandSource will seek the highest purchase price possible
for the Blackstone Property.

The ROFR, however, contains onerous terms that would undermine
the value of the Blackstone Property to potential buyers, Cory D.
Kandestin, Esq. at Richards, Layton & Finger, P.A., in  
Wilmington, Delaware, tells the Court.

The ROFR requires LandSource to notify West Valley of the terms
of any proposed transfer of the Blackstone Property.  West  
Valley then has the option of purchasing the property at the
lower of the price at which West Valley originally sold it to
LandSource's predecessors and the price offered by a third party
buyer.  These terms alone justify rejection of the ROFR because
they create the possibility that West Valley may purchase the
Blackstone Property at a price below market value, Mr. Kandestin
asserts.

"The ROFR, however, goes further and purports to bind any
purchaser of the Blackstone Property and its successors to its
terms," Mr. Kandestin adds.  By binding successors, Mr. Kandestin
relates, the ROFR clouds the title of the Blackstone Property and
substantially lowers the potential value that LandSource could
realize upon sale.

Moreover, the ROFR, according to Mr. Kandestin, chills the
bidding process and discourages West Valley from participating in
an auction by affording West Valley the advantage of waiting to
see what other offers might be received and then determining if
it wants to match the highest offer or, if the offer is above the
original purchase price of the Blackstone Property, purchase for
an even lower price.

The Debtors delivered to the Court a copy of an executed version
of the ROFR.

                    About LandSource Communities

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

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

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

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.
(LandSource Bankruptcy News, Issue No. 13;
http://bankrupt.com/newsstand/or 215/945-7000).   

  
LEHMAN BROTHERS: Faces Class Action for Preferred Series J Stock
----------------------------------------------------------------
Gainey & McKenna filed a class action in the United States
District Court for the Southern District of New York, on behalf of
all persons who purchased the Preferred Series J stock of Lehman
Brothers Holdings Inc. from the date of the company's public
offering on Feb. 5, 2008, and all purchasers traceable thereto
against certain officers and directors of Lehman and certain
Underwriters of the Offering, pursuant to Sections 11 and 15 of
the Securities Act of 1933, 15 U.S.C. 77k, 77l and 77o.  

The Underwriters include Bank of America Securities LLC,
Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner &
Smith Inc., Morgan Stanley & Co. Inc., UBS Securities LLC, and
Wachovia Capital Markets, LLC.  The case name is styled Fogel
Capital Management Inc. v. Richard S. Fuld, Jr., et al.

The Complaint asserts that Lehman's Prospectus contained both
material misstatements and omissions, which Plaintiff and the
Class relied upon to their detriment.  The representations made
in the company's Prospectus were materially false and misleading
because at the time of the Offering, Lehman was already
suffering from several adverse factors that were not revealed
and/or adequately addressed in the document; including the
failure to set aside adequate allowances to cover the company's
ever increasing portfolio of underperforming sup-prime related
products and to adequately write-down commercial and residential
mortgage and real estate assets.  These factors were already
causing a material adverse affect on Lehman's business and
directly led to Lehman's Sept. 15, 2008, that it was seeking
protection under the Federal Bankruptcy Code in the largest
bankruptcy filing in U.S. history.

The Complaint alleges that Defendants could have -- and must have
-- discovered the material misstatements and omissions in the
company's Prospectus prior to its filing with the SEC and
distribution to the investing public. Instead, they failed to do
so as a result of a negligent and grossly inadequate due diligence
investigation.

As a result of the dissemination of the false and misleading
statements set forth in the complaint, the market price of Lehman
Preferred J was artificially inflated during the Class Period. In
ignorance of the false and misleading nature of the statements
described in the complaint, plaintiff and the other members of
the Class relied, to their detriment, on the integrity of the
market price of Lehman Preferred J. Had plaintiff and the other
members of the Class known the truth, they would not have
purchased said securities, or would not have purchased them at the
inflated prices that were paid.

For more information, interested parties may contact Thomas J.
McKenna at Gainey & McKenna, 295 Madison Avenue, 4th Floor New
York, New York 10017 by telephone at (212) 983-1300 and/or via e-
mail at tjmckenna@gaineyandmckenna.com.

                      About Lehman Brothers

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

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

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

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

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

                International Operations Collapse

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

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

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


LINDSAY AND CHANDLER: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Lindsay And Chandler Heights, LLC
        7077 E. Marilyn Road, Suite 130
        Scottsdale, AZ 85254

Bankruptcy Case No.: 08-13215

Chapter 11 Petition Date: September 29, 2008

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: D. Lamar Hawkins, Esq.
                  dlh@hs-law.com
                  Hebert Schenk P.C.
                  4742 North 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.


LOEHMANN'S CAPITAL: Moody's Cuts Ratings on Weak Liquidity
----------------------------------------------------------
Moody's Investors Service downgraded the long term ratings of
Loehmann's Capital Corporation including its probability of
default rating to Caa2 and affirmed its speculative grade
liquidity rating at SGL-4.  The rating outlook remains negative.  
The downgrades reflects Loehmann's continued very weak operating
results and negative free cash flow which has increased its
reliance upon financial support from its sponsors and heightened
the company's probability of default.

These ratings are downgraded:

  -- Probability of default rating to Caa2 from Caa1;
  -- Corporate family rating to Caa2 from Caa1;
  -- $20 million Class A senior secured floating rating notes to
     Caa2 (LGD3, 49%) from Caa1 (LGD3, 48%);

  -- $55 million Class A 12% senior secured notes to Caa2
     (LGD3, 49%) from Caa1 (LGD3, 48%);

  -- $35 million Class B senior secured notes to Ca (LGD5, 89%)
     from Caa3 (LGD5, 89%).

This rating is affirmed:

  -- Speculative grade liquidity rating at SGL-4.

The rating reflects Loehmann's very weak liquidity profile and
higher-than-average probability of default, which makes it highly
reliant on its financial sponsor to meet its obligations.  The
company is currently generating negative EBIT and negative free
cash flow which has been supported by additional capital
contribution by its owner -- Istithmar Retail Investments.  
Istithmar has arranged and supported financing for the company by
having one of its banks provide Loehmann's with a $55 million
stand by letter of credit which expires in March 2009.  

Loehmann's can draw down cash under this LC to provide for its
cash needs.  To date, Loehmann's has drawn $25 million under this
LC, with an additional $30 million available.  Moody's expects
Loehmann's will likely need to make further drawings under the LC
to supplement its free cash flow deficit.  Despite this additional
liquidity infusion, given the letter of credit's near dated
expiration, Moody's believes that the company's liquidity cushion
will remain very tight over the next four quarters.

The negative outlook reflects Moody's expectation that operating
performance will remain weak over the next twelve months placing
further pressure on the company's liquidity and could further
increase the probability of default.  In addition, the negative
outlook reflects that without an improvement in operating
performance, ratings will likely move downward.

The SGL-4 represents weak liquidity.  The company's available
cash, along with operating cash flow, is unlikely to be sufficient
to fund the working capital and capital expenditure requirements
over the next twelve months.  Moody's expects that company will
likely need to make additional drawings under the LC and will
maintain sustained borrowings under its $35 million revolving
credit facility resulting in limited availability.  The revolving
credit facility expires on October 13, 2010 and is subject to
annual renewals thereafter.  It can be terminated by either party
by giving notice sixty days prior to its anniversary date.  
Positive ratings consideration was given to the fact the revolving
credit facility does not contain any financial covenants.

Loehmann's Capital Corporation, headquartered in The Bronx, New
York, is an off-price retailer of apparel, accessories, and shoes,
and operates 65 stores in major metropolitan markets located in 16
states and the District of Columbia.  Revenues for the twelve
months ended August 2, 2008 were about $490 million.


MAGUIRE PROPERTIES: Completes $100 Mln. Refinancing to Cut Debt
---------------------------------------------------------------
Alex Frangos at The Wall Street Journal reports that Maguire
Properties Inc. has completed a $100 million refinancing that will
reduce its debt.

WSJ relates that Maguire Properties secured a new mortgage --
which sources say are from EuroHypo AG and Wells Fargo & Co. -- on
its Plaza Las Fuentes property in Pasadena, California, which
includes an eight-story office tower and a 350-room Westin hotel.  

"We are extremely pleased to complete this important transaction,
particularly given current market conditions," WSJ quoted Maguire
Properties' CEO Nelson Rising as saying.

According to WSJ, Maguire Properties also extended for one year a
construction loan on a recently completed 20-story office tower at
3161 Michelson in its Park Place complex that is 60% leased.  WSJ
states that Maguire Properties paid down about
$33 million on that $214 million loan, which otherwise would have
expired on Sept. 29, 2008.  

                   About Maguire Properties, Inc.

Maguire Properties, Inc. (NYSE: MPG) --
http://www.maguireproperties.com/-- a Southern California-
focused real estate investment trust, owns and operates Class A
office properties in the Los Angeles central business district and
is primarily focused on owning and operating high-quality office
properties in the Southern California market.  Maguire Properties,
Inc. is a full-service real estate company with substantial in-
house expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

                          *     *     *

As reported in the Troubled company Reporter on May 9, 2008,
Moody's Investors Service has lowered Maguire Properties Inc.'s
ratings: (i) corporate family rating to B1 from Ba2 rating; (ii)
senior secured rating to B1 from Ba3; and placed them on review
for possible downgrade.  

As reported in the Troubled Company Reporter on Jan. 8, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Maguire Properties Inc. and Maguire Properties L.P. to
'B+' from 'BB-'.  At the same time, S&P raised its bank loan
rating on Maguire Properties L.P.'s $130 million revolving credit
facility to 'BB' and raised its recovery rating on this facility
to '1' from '4'.  S&P revised its outlook on the company to
negative from stable.


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.


MAIN STREET: Moody's Slashes Revenue Bonds Rating to Caa3 from B3
-----------------------------------------------------------------
Moody's has downgraded the rating of Main Street Natural Gas, Inc.
Gas Project Revenue Bonds, Series 2008A to Caa3 on watch for
downgrade from B3 on watch for downgrade.

Under the Agreement for Purchase and Sale of Natural Gas, Lehman
Brothers Commodities Services Inc. as gas supplier is obligated to
deliver gas on a monthly basis and is obligated to make payments
for any undelivered gas.  In addition, the gas supplier is
responsible for paying the termination payment should the GPA
terminate early.  The termination payment is sufficient to redeem
the bonds.  These payment obligations are supported by a guaranty
from Lehman Brothers Holdings, Inc.

Gas ceased being delivered on September 18, 2008.  Following the
non-delivery of gas for five days, Main Street terminated the GPA
effective September 24, 2008 and the bonds have been called for
redemption on September 30, 2008.  The Caa3 rating reflects
Moody's belief that default in payment is likely with recovery
that could be lower than 50%.


MCCLATCHY CO: Facility Amendment Cues Moody's to Confirm Ratings
----------------------------------------------------------------
Moody's Investors Service confirmed The McClatchy Company's Ba2
credit facility rating in conjunction with the closing of the
September 26, 2008 amendment to the facility, concluding the
review for downgrade of the credit facility initiated on Sept. 17,
2008.  The rating confirmation reflects the benefits of the credit
facility's enhanced priority of claim as a result of the
amendment, which provided a grant of security to the credit
facility and a reduction in the revolver commitment to
$600 million from $625 million.  

Application of Moody's Loss Given-Default methodology to the
updated priority of claim structure results in a Ba2 rating and
LGD2-20% assessment (changed from LGD2-22%) on the credit
facility.  McClatchy's B2 Corporate Family rating, B2 Probability
of Default rating, SGL-4 speculative-grade liquidity rating, Caa1
rating and LGD5-80% assessment on the senior unsecured notes and
negative rating outlook are not affected.

Confirmations:

Issuer: McClatchy Company (The)

  -- Bank Credit Facility, Confirmed at Ba2, LGD2 - 20%
     (from LGD2 - 22%)

Outlook Actions:

Issuer: McClatchy Company (The)

  -- Outlook, Changed To Negative From Rating Under Review

The increased covenant cushion generated by the amendment
favorably improves McClatchy's ability to manage the difficult
revenue environment in its markets.  The amendment increased the
debt-to-EBITDA covenant to 6.25x through the end of 2008 and to
7.00x from March 2009 through September 2010 and reduced the
EBITDA-to-interest covenant to 2.25x through March 2009 and 2.00x
thereafter.  Moody's estimates the EBITDA cushion improves to in
excess of 25% from approximately 5% at present (LTM 6/29/08).

Moody's nevertheless continues to maintain an SGL-4 liquidity
rating on McClatchy because continued significant revenue pressure
and the level of uncertainty that a tight credit environment
creates for closing on signed asset sale agreements could diminish
the company's ability to meet the revised covenants in the second
half of 2009.  However, Moody's believes the company has
sufficient cash and stressed free cash flow to meet its
obligations over the next 12 months including the $50 million
remaining notes that mature in April 2009.

The new collateral package for the credit facility was structured
to avoid tripping the limitation on liens covenant in the 1986 and
1997 senior unsecured note indentures.  Such negative pledge
precludes McClatchy from granting security on Principal Properties
and stock of subsidiaries unless the notes are also collateralized
by liens on those assets.  

Accordingly, the credit facility holders received a first lien
security interest in essentially all tangible and intangible
assets except Principal Properties and stock of subsidiaries.  The
security grant improves the credit facility's standing by creating
effective priority over unsecured operating subsidiary liabilities
whereas previously the credit facility was supported only by
unsecured upstream guarantees from operating subsidiaries.  The
estimated after-tax reduction in free cash flow of approximately
$7-12 million due to the increase in spreads is manageable within
McClatchy's EBITDA generation.

The amendment also tightened other restrictive covenants including
a requirement for a 100% mandatory credit facility pay down from
asset sales (including the proposed Miami land sale), a
prohibition on cash dividends if debt-to-EBITDA exceeds 5.0x, and
a 50% excess cash flow sweep if debt-to-EBITDA exceeds 4.0x.  
These provisions along with additional revolver commitment
reductions ($125 million reduction upon the close of the Miami
land sale and $25 million on December 31, 2009) and debt
incurrence limitations create tighter restrictions on McClatchy's
strategic flexibility but provide greater assurance that cash
generation will be used to reduce debt

Moody's last rating action on McClatchy was to downgrade the CFR
and PDR to B2 from Ba3, the credit facility to Ba2 from Ba1 and
the senior unsecured notes to Caa1 from B1 on September 17, 2008.

The McClatchy Company, headquartered in Sacramento, California, is
the third-largest newspaper company in the U.S., with 30 daily
newspapers and approximately 50 non-dailies.  McClatchy also owns
McClatchy Interactive, Real Cities and equity investments in
Career Builder, Classified Ventures, and other newspaper and
online properties.  Annual revenue approximates $2.1 billion.


MCCLATCHY CO: S&P Trims Corp. Credit to 'B'; Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on The McClatchy Co. by one notch.  The
corporate credit rating was lowered to 'B' from 'B+'.  The rating
outlook is negative.
     
On Sept. 26, McClatchy announced that it entered into an amendment
to its $1.175 billion bank credit facility, which widened its
leverage covenant to 6.25x until the end of 2008 and to 7.00x
starting in 2009 until September 2010.  In addition, the interest
coverage covenant was lowered to 2.25x until the end of 2008 and
to 2.00x thereafter.  The amendment also grants a security
interest in intangible assets, inventory, receivables, and certain
other assets, adds limitations on the payment of cash dividends,
and allows the add-back of cash and noncash restructuring charges
to EBITDA for purposes of covenant calculations.
     
"We noted in a comment published in July 2008 that McClatchy would
likely violate covenants in its bank facility in the second half
of 2008, and we also stated at that time that we believed the
company's bank group would agree to amend covenants," said
Standard & Poor's credit analyst Emile Courtney.

"However, the downgrade reflects prospects for more meaningful
declines in revenue and EBITDA in McClatchy's newspaper publishing
business over the intermediate term than we had previously
expected."
     
Earlier this year, S&P believed that revenue could decline in the
mid-teens percentage area and that EBITDA could decline by more
than the mid-20% area in 2008.  It is now clear that EBITDA could
decline by closer to 40% this year.  In addition, given its
expectation for a prolonged downturn in the U.S. economy, S&P
believes that revenue could decline by about 10% and EBITDA by
more than 10% in 2009.  

Also, given that the economy will likely not moderate until the
second half of next year, McClatchy could experience EBITDA
declines well above 10% in the first half.  This would probably
result in a meaningful thinning of EBITDA cushions relative to the
7x leverage and 2x interest coverage covenants in the second half
of 2009.
     
In the seven months ended August 2008, advertising revenue at
McClatchy declined 17% and total revenue declined 15%,
exemplifying how the slowing U.S. economy has significantly
exacerbated declines in print adverting revenue that were caused
by a secular shift.  EBITDA declined nearly 40% in the six months
ended June 2008, and S&P expects that it could decline at nearly
the same rate for full-year 2008.  This incorporates the company's
2008 restructuring actions to reduce overall expenses by about
$200 million on an annualized basis by September 2009.  Cost-
cutting actions will involve the reduction of 2,550 full-time
employees through layoffs and attrition, and reductions in non-
newsprint cash expenses.

S&P expects newsprint expenses to increase in the second half of
2008 due to newsprint producer price increases, notwithstanding
anticipated double-digit percentage area declines in consumption
during the year.  As a result, S&P expects lease- and pension-
adjusted total debt to EBITDA to be in the mid-6x area, and EBITDA
coverage of interest could be in the mid-2x area at the end of
this year.


MCCLATCHY CO: Fitch Says Loan Amendment Adds Flexibility
--------------------------------------------------------
Fitch Ratings has published an in-depth analysis of media &
entertainment sector liquidity titled 'Liquidity Focus: U.S. Media
& Entertainment'. Fitch has stated in previous reports that as
Lehman Brothers lending capacity is withdrawn; overlapping
exposure of Bank of America/Merrill Lynch and Citigroup/Wachovia
are addressed; and as possibly more institutions are merged, the
systemic reduction in lending capacity could exacerbate the
already tight conditions resulting from the credit crisis. The
report released today emphasizes that due to these factors,
Fitch's ratings and analysis of corporate liquidity are weighted
more heavily toward internal sources of funds: cash holdings and
cash generated from operations.

Key conclusions include:

   -- Liquidity for the media & entertainment sector is generally
      healthy, with latest 12 months (LTM) free cash flow, as of
      June 30, 2008, of $18.1 billion and balance-sheet cash of
      $21.0 billion. Assuming LTM free cash flow is a proxy for
      future free cash flow, internal liquidity exceeds 2008,
      2009 and 2010 maturities of $6.2 billion (includes any
      commercial paper borrowings), $10.2 billion and
      $12.4 billion, respectively.

   -- Not surprisingly, the major conglomerates -- including
      The Walt Disney Company (Disney), News Corporation
      (News Corp.), Time Warner Inc. (Time Warner) and Viacom
      Inc. (Viacom) -- are currently the best positioned to
      weather the current financial market conditions, as these
      companies benefit from strong and stable operating
      liquidity, diversity of revenues (non-advertising),
      meaningful amounts of capacity in the form of cash on hand
      and revolver availability, as well as longer-dated
      maturities.

   -- Within the portfolio, there is no significant Lehman
      Brothers exposure in bank facility commitments. When
      present, Lehman's commitments were typically lower than
      10% of a company's total bank revolver. While it is
      possible that other banks assume at least a portion of
      Lehman's commitments, the failure of such would not
      result in a material credit event for the portfolio.

   -- There is also limited overlap between Wachovia/Citibank
      and Bank of America/Merrill Lynch on most bank facilities
      in Fitch's portfolio. Importantly, the limited instances
      of overlap occur on facilities that Fitch expects will
      have sufficient availability when they come due for
      re-financing.

   -- The tightening of the commercial paper market does not
      cause a material concern for Fitch as the media &
      entertainment sector is not a major CP issuer.  
      Importantly, the majority of CP balances outstanding in
      Fitch's portfolio are covered by balance sheet cash at
      June 30, 2008. In addition, the majority of CP issuers
      have material availability under their revolving credit
      facilities with commitments from banks such as Bank of
      America, JP Morgan, Citibank, Deutsche Bank, Barclays,
      HSBC, Royal Bank of Scotland, Mizuho and Bank of Tokyo-
      Mitsubishi.

   -- Fitch estimates that The McClatchy Company (McClatchy)
      had very little cushion in its previous 2.75 times (x)
      interest coverage covenant prior to announcing an
      amendment to its credit agreement on Sept. 26, 2008.
      The amendment revised the interest coverage ratio
      initially down to 2.25x from 2.75x, and leverage to 6.25x
      from 5x. Both ratios loosen further in 2009, providing
      additional flexibility at the expense of revolver capacity,
      pricing and other restrictions (security, dividends, etc.).
      Tribune Company has a very limited margin of error in
      relation to its debt covenants. Fitch estimates that
      (assuming all else equal), less than a 10% drop in EBITDA
      for Tribune could put them at risk of breaching their
      guaranteed leverage ratio.

   -- Although facing both cyclical and secular threats, the
      media & entertainment industry is characterized by
      relatively predictable revenue streams and high margins.
      High free cash flow conversion is supported by limited
      working-capital swings, low capital expenditure, and
      (sometimes) low cash taxes. Fitch believes these factors
      make some media companies relatively attractive borrowers
      for banks and bondholders, even under more selective market
      conditions.


METALS USA: S&P Affirms Corporate Credit Rating at 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Houston, Texas-based Metals USA Holdings Corp. and on its wholly
owned subsidiary, Metals USA Inc., including the 'B-' corporate
credit rating.  The outlook is stable.  All ratings are removed
from CreditWatch, where they were placed with positive
implications, on May 19, 2008, following the company's
announcement of a planned initial public offering, the proceeds of
which were to be used to reduce debt balances.
     
"The ratings affirmation and CreditWatch removal reflect our
assessment that the company's equity offering seems less likely in
the near term because of the challenging economic and capital
markets conditions, a trend we expect will continue during this
period," said Standard & Poor's credit analyst Maurice Austin.  
"As a result, credit measures are likely to remain at a level that
would be more in-line with the current rating, with adjusted debt
to EBITDA of about 5x."
     
In addition, S&P has concerns regarding end-market demand given
the recent slowdown in steel demand and increased use of cash to
fund higher cost inventories and receivables.
     
The ratings on Metals USA reflect the significant volatility
associated with its markets and cash flows, thin margins, and
highly leveraged financial profile.  The ratings also reflect the
company's variable cost structure and its ability to generate cash
flow from working capital during periods of soft end markets.
     
Metals USA Holdings, with about $2 billion of revenue for the 12
months ended June 30, 2008, is one of the largest metals
processors and distributors in the highly fragmented North
American market.  In addition, it operates a building products
division, although this segment only accounts for about 6% to 12%
of its consolidated revenues and has been losing money since 2007.  
The company's markets are highly competitive and cyclical, which
results in the potential for wide swings in overall profitability.
     
However, the company benefits from a variable cost structure, with
fixed costs constituting only about 30% of the structure overall.  
Margins in its processing and distributor business are typically
thin, averaging in the mid-to-high single digits.  While the
company's business model is to secure a margin over its metal
costs, it can experience short-term margin pressures from rising
raw material costs or because of declining market prices.


MICHAEL MEISNER: Faces Fraud Lawsuit by Trading Commission
----------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that the
U.S. Commodity Futures Trading Commission has filed a lawsuit
against Phoenix Diversified Investment Corp. and its owner,
Michael A. Meisner, on alleged "commodity pool fraud."

The Commission, says the Business Journal, seeks:

     -- a statutory restraining order,
     -- preliminary and permanent injunctive relief,
     -- the return of funds to defrauded participants,
     -- the repayment of ill-gotten gains, and
     -- civil monetary penalties.

According to the Business Journal, the Commission accused Phoenix
Diversified and Mr. Meisner of defrauding more than 100 investors
out of up to $30 million.  The Business Journal states that Mr.
Meisner's daughter, Brooke, was wed at Donald Trump's Mar-a-Lago
Club, amid concerns that Phoenix Diversified investment funds may
have been used to pay for the event.  Mr. Meisner, according to
the report, said in an April letter attached to two civil
complaints that he would stop using investor money on his personal
lifestyle.  Court documents say that Mr. Meisner allegedly took
unsecured loans from individuals and promised up to 3% returns per
month.

The Business Journal relates that the Commission claimed that Mr.
Meisner and Phoenix Diversified fraudulently solicited at least 26
investors for at least $8 million, claiming that his company owned
a valuable software program that spotted trading patterns in the
futures markets and guaranteeing high profits.  Mr. Meisner
misappropriated those funds and the accounts associated with the
commodity pool suffered $5.8 million in net losses between May
2003 and March 2008, the report states, citing the Commission.

The Commission, according to the Business Journal, alleged that
Mr. Meisner made several material misrepresentations and failed to
disclose material facts -- like past profitability of the pool and
the actual value of the pool -- to induce prospective and current
participants to invest or remain invested in the pool.  The
Commission claimed that Phoenix Diversified provided account
statements, dated March 31, indicating that participants had a
cumulative balance of more than $4 million in the pool, the
Business Journal states.  Phoenix Diversified, says the report,
refused to honor pool participants' requests to withdraw funds and
several checks were returned for insufficient funds.

Phoenix Diversified didn't register with the Commission as a
commodity pool operator, as required by federal commodities law,
the Business Journal relates, citing the Commission.

Mr. Meisner's wife, Victoria, is named in the complaint as a
relief defendant for receiving at least $1 million of funds "to
which she was not entitled," the Business Journal reports.

               About Phoenix Diversified Investment

Phoenix Diversified Investment Group is a commodities investment
firm based in Boca Raton, Florida owned by Michael Meisner.  Lewis
Freeman, of Lewis B. Freeman & Partners in Miami, is a court-
appointed receiver in the case against Phoenix Diversified.  The
company faced an involuntary chapter 7 petition filed by a group
of investors after learning that the company is insolvent.  About
200 investors asserted claims of more than $140 million against
the Debtor.

                       About Michael Meisner

Michael A. Meisner in Boca Raton, Florida filed a chapter 11
petition on May 19, 2008 (Bankr. S.D. Fla. Case No. 08-16502).  
Judge Paul G. Hyman, Jr., presides over the case.  Sherri B.
Simpson, Esq., at Law Offices of Sherri B. Simpson, P.A.,
represents the Debtor in his restructuring efforts.  He listed
assets of $1 million to $10 million and debts of $1 million to
$10 million when he filed for bankruptcy.


MORTGAGE LTD: Faces Investigation by Ariz. Corporate Commission
---------------------------------------------------------------
The Arizona Republic reports that the Arizona Corporation
Commission is investigating Mortgages Ltd. and has held an
executive session during a public hearing on Wednesday afternoon.

The Arizona Republic relaets that the Commission's securities
division regulates the arm of Mortgages' business that raised
money from investors.

According to The Arizona Republic, The Arizona Department of
Financial Institutions, which regulates banking institutions
throughout the state, and the U.S. Securities and Exchange
Commission are also conducting a probe on Mortgages.

Corporation commissioners didn't comment about the nature of the
executive session nor are there any details disclosed on the
session, The Arizona Republic states.


                        About Mortgages Ltd.

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

Mortgages Ltd. was the subject of an involuntary chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
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


MRS FIELDS: U.S. Government, TYCB Franchisee Oppose Plan
--------------------------------------------------------
BankruptcyData.Com reports that the United States Government, on
behalf of the Internal Revenue Service, filed with the U.S.
Bankruptcy Court for the District of Delaware an objection to the
Joint Prepackaged Plan of Reorganization of Mrs. Field's Orginal
Cookies, Inc., and its debtor-affiliates.  The objection was filed
on the grounds that several articles within the Plan failed to
preserve the setoff and recoupment rights of the IRS, according to
the report.

The TCYB Franchisee Association also filed an objection to the
Plan on the grounds that it fails to provide non-Debtor parties
with adequate notice of the Debtors' intent to reject executory
contracts with such parties and, further, the Plan effectively
denies such parties due process of law, according to the report.

As reported by the Troubled Company Reporter on August 29, 2008,
Hon. Peter J. Walsh will convene a hearing on Oct. 2, 2008,
at 3:00 p.m., to consider approval of the adequacy of the
disclosure statement filed by the Debtors on Aug. 15, 2008,
followed by a confirmation hearing of their prepackaged Chapter 11
plan of reorganization on the same date.  The hearing will take
place at 824 Market Street, 6th floor in Wilmington, Delaware.

The Plan will pay allowed unsecured claims in full, and
effectuate, without limitation, these restructuring transactions:

    1. the conversion of Old Notes into a combination of cash, New
       Notes and 87.5% of the equity of MFOC outstanding at the
       effective date of the Plan; and

    2. the conversion of the MFOC note into a combination of cash,
       12.5% of the equity of MFOC outstanding at the effective
       date of the Plan and a warrant to purchase additional
       equity of Reorganized MFOC.

Each holder of an allowed secured notes claim will be entitled to
vote on the Plan.  On the Effective Date, in turn for their
allowed secured notes claims against each of the Debtors, holders
will receive, on a pro rata  basis:

    -- the noteholder cash;
    -- the new notes; and
    -- 87.5% of the equity of the new common equity issued and
       outstanding as of the effective date.

Secured noteholders are expected to recovery 86.5%.

The holders of an allowed MFOC note claim will be entitled to vote
on the Plan.  On the Effective Date, in exchange for their allowed
MFOC Note Claim, Capricorn, will receive:

    -- 12.5% of the new common equity issued and outstanding as of
       the Effective Date;

    -- the warrant;

    -- a payment in the amount of $1.049 million.

The holder of the allowed MFOC equity interest will be entitled to
vote on the Plan.  Holders will not receive any recovery under the
Plan.

David R. Hurst, Esq., at MONTGOMERY, MCCRACKEN, WALKER & RHOADS,
LLP, in Wilmington, Delaware, says the Debtors' Liquidation
Analysis estimates that holders of Class 3 Secured Notes Claims
would receive a recovery of between 46.1% and 51.5% of the value
of their claims in a liquidation under Chapter 7 of the Bankruptcy
Code.  Holders of claims and interests in all other impaired
classes, including those in Class 5 MFOC Note Claim, would receive
no distribution in a chapter 7 liquidation.  Under the Debtors'
Plan, (i) holders of Class 3 Secured Notes Claims will receive an
approximately 86.5% return on account of such claims; and (ii) the
holder of the MFOC Note Claim will receive an approximately 96.4%
return on account of such claim, Mr. Hurst says.

Since the filing of the Original Plan on August 24, 2008, the Plan
Proponents have made certain non-material modifications to the
Plan.

The Plan is the result of months of prepetition negotiations among
the Debtors, their secured Noteholders, represented by an ad hoc
committee of certain unaffiliated investors holding in excess of
78% in face amount of the Debtors' old notes, and certain other
parties-in-interest.

The Debtors have retained Financial Balloting Group LLC to aid
them in tabulating the voting.

A full-text copy of the disclosure statement for the company's
prepackaged Chapter 11 plan of reorganization is available for
free at http://ResearchArchives.com/t/s?3120

                          About Mrs. Fields'

Headquartered in Salt Lake City, Utah, Mrs. Fields' Original
Cookies, Inc. -- http://www.mrsfields.com/-- operates a chain of
cookie and baked goods.  The company and 13 of its affiliates
filed for Chapter 11 protection on Aug. 24, 2008 (Bankr. D. Del.
Lead Case No.08-11953).  David R. Hurst, Esq., at Montgomery
McCracken Walker & Rhoads LLP, represents the Debtors in their
restructuring efforts.  The Debtors selected Epiq Bankruptcy
Services LLC as their claims agent.

An official committee of unsecured creditors has not been
appointed by the United States Trustee, which cited insufficient
response to its communication/contact for service on the
committee.

When the Debtors filed for protection from their creditors, they
list assets between $500,000 and $1 million, and debts between
$100 million and $500 million.


MRS FIELDS: Seeks to Pay $1 Mln. to Settle Lehman Contract Row
--------------------------------------------------------------
Mrs. Fields' Original Cookies, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to approve
a settlement with Lehman Commercial Paper, Inc., in connection
with the confirmation of the Debtors' prepackaged plan of
reorganization.

In April 2008, MFOC and Great American Cookie Company, Inc.-- nka
GACCF, LLC -- entered into a settlement agreement with Lehman
Commercial Paper, Inc., to resolve a lawsuit between the parties
relating to Lehman's allegations that MFOC had breached the terms
of certain leases of nonresidential real property.

Under the terms of the Settlement Agreement, MFOC was required to
pay Lehman $1.125 million on or prior to May 7, 2008, plus certain
additional fees and costs if such payment was not timely made.
MFOC had not made the settlement payment to Lehman by the time it
filed for bankruptcy.  Lehman estimated that its claim had
increased to approximately $1.225 million.  Further, because the
Settlement Agreement was terminable by Lehman upon MFOC' s failure
to make timely payment, Lehman asserts the right to terminate the
Settlement Agreement and pursue the full amount of the claim
asserted in the Lehman Suit -- which Lehman estimates would
increase its claim by $300,000 to $500,000.  The Settlement
Agreement provides that if any action is necessary to enforce the
Settlement Agreement, the prevailing party will be entitled to
attorneys' fees -- which Lehman estimates could increase its claim
by as much as $200,000.

The Debtors note that Lehman's claim purportedly may exceed $1.8
million.

While Lehman's claim currently falls within Class 4 General
Unsecured Claims under the Debtors' prepackaged joint plan of
reorganization -- and thereby is entitled to payment in full in
cash on the Effective Date -- the proponents to the Plan believe
that Lehman's claim may be susceptible to separate classification
and less favorable treatment under the Plan. Nonetheless, the Plan
Proponents recognize that any attempt to reclassify a creditor at
this stage of these cases would entail significant risks,
including a possible delay in the confirmation of the Debtors'
Plan.  The Plan Proponents determined that a settlement of any and
all claims held or asserted by Lehman would be in the best
interests of the Debtors, their estates and their creditors.

After a series of in-person and telephone meetings between counsel
for the Debtors and counsel for Lehman, Lehman agreed to settle
any and all claims held or asserted by Lehman against the Debtors,
in exchange for a payment of $1 million in cash, to be paid on or
as soon as practicable after the Effective Date of the Debtors'
Plan.

The Debtors believe that the Lehman Settlement is justified.  The
Lehman Settlement reflects a material discount on Lehman's claim,
and settlement of the claim now avoids potentially expensive and
time-consuming litigation.  It will allow confirmation of the
Debtors' Plan to go forward unopposed by Lehman, thereby
eliminating risks of delay that would disadvantage the Debtors,
their creditors, and their customers.

                          About Mrs. Fields'

Headquartered in Salt Lake City, Utah, Mrs. Fields' Original
Cookies, Inc. -- http://www.mrsfields.com/-- operates a chain of
cookie and baked goods.  The company and 13 of its affiliates
filed for Chapter 11 protection on Aug. 24, 2008 (Bankr. D. Del.
Lead Case No.08-11953).  David R. Hurst, Esq., at Montgomery
McCracken Walker & Rhoads LLP, represents the Debtors in their
restructuring efforts.  The Debtors selected Epiq Bankruptcy
Services LLC as their claims agent.

An official committee of unsecured creditors has not been
appointed by the United States Trustee, which cited insufficient
response to its communication/contact for service on the
committee.

When the Debtors filed for protection from their creditors, they
list assets between $500,000 and $1 million, and debts between
$100 million and $500 million.


NON-INVASIVE MONITORING: Signs $300,000 Revolving Credit Pact
-------------------------------------------------------------
Adam S. Jackson, chief financial officer of Non-Invasive
Monitoring Systems, Inc., disclosed in a regulatory filing dated
Sept. 12, 2008, that his company entered into a Note and Security
Agreement dated as of August 28, 2008 with four persons.  The
Lenders granted the company a revolving credit line totaling
$300,000.  

"We may borrow and reborrow from time to time under the Revolver
until October 31, 2008.  The interest rate payable by us on
amounts outstanding under the Revolver is 11% per annum, and
increases to 16% after the Maturity Date or after an Event of
Default.  All amounts owing under the Revolver must be repaid by
the Maturity Date, and amounts outstanding are prepayable at any
time.  All amounts drawn under the Revolver are secured by all of
our personal property," Mr. Jackson said.

"The Agreement prohibits us, while a commitment to make a loan
exists, from among other things, with certain exceptions, paying
cash dividends, redeeming stock, incurring liens upon intellectual
property, incurring new indebtedness (other than certain permitted
indebtedness, including $250,000 relating to purchase or lease of
equipment or personal property, and an additional $100,000),
prepaying indebtedness, repaying notes to officers, directors or
shareholders, amending the terms of indebtedness to accelerate the
payment thereof, or creating or permitting any liens on any of our
property (except certain permitted liens).

"Events of Defaults under the Agreement include, among others, a
breach by us of certain covenants contained therein (including
those described in the previous paragraph), which breach remains
uncured for ten days after notice from Lenders, defaults under
other indebtedness giving other lenders the right to accelerate
payment of at least $150,000 of aggregate indebtedness (whether or
not exercised), judgments against us remaining unsatisfied for at
least ten days aggregating to at least $150,000, attachments of a
material amount of our assets (not removed within 10 days), and
customary defaults relating to bankruptcy, liquidation and
appointments of receivers.

"Upon the occurrence of an Event of Default, we can no longer
borrow under the Revolver and at the option of the Lenders, we
must repay all outstanding indebtedness thereunder and any accrued
interest thereon.

"The Lenders include our Chairman and Chief Executive Officer,
Marvin Sackner, MD (committing to lend $25,000), and Frost Gamma
Investments Trust (committing to lend $200,000), each a beneficial
owner of in excess of 19% of our common stock, as well as two
other lenders.

"On August 29, 2008, we drew down $300,000 under the Revolver."

A full-text copy of the Note and Security Agreement is available
for free at http://researcharchives.com/t/s?3300

                  About Non-Invasive Monitoring

Based in Miami, Florida, Non-Invasive Monitoring Systems Inc.
(OTC BB: NIMU) -- http://www.nims-inc.com/-- is engaged in the     
development of innovative medical products utilizing new and
unique technologies to address a wide variety of medical
conditions.  The company specializes in products that use a
natural approach to assist subjects without the use of drugs or
any invasive procedures.

The company's flagship product is the Acceleration Therapeutics
AT-101.

                       Going Concern Doubt

Eisner LLP, in New York, expressed substantial doubt about Non-
Invasive Monitoring Systems Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended July 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations and accumulated
deficit.

The Troubled Company Reporter reported on June 19, 2008, that Non-
Invasive Monitoring Systems Inc. reported a net loss of
$488,000 on total revenues of $39,000 for the third quarter ended
April 30, 2008, compared with a net loss of $383,000 on total
revenues of $77,000 in the same period last year.



ORLEANS HOMEBUILDERS: Amends, Restates $440MM Credit Agreement
--------------------------------------------------------------
Orleans Homebuilders, Inc. said that on September 30, 2008, the
company and its lenders entered into the Second Amended and
Restated Revolving Credit Loan Agreement which provides an
amendment and modification to the existing revolving credit
agreement through December 2009.

Jeffrey P. Orleans, Chairman of the Board and Chief Executive
Officer stated, "We appreciate the continued support of our
lending group in these challenging times. We believe that the
recent extension and modification of our credit facility through
December 2009 by our supportive bank group demonstrates confidence
in our management's abilities, and the agreement provides us the
necessary liquidity and covenant flexibility to operate our plan
in today's challenging environment."

The Company reduced the amended credit facility by 25% from
$585 million to $440 million, subject to availability
determinations and other limitations described below. Covenant
modifications were made to the credit facility, including
modifications to minimum consolidated tangible net worth, cash
flow from operations and minimum liquidity. The amendment
eliminated several covenants, including the maximum leverage
ratio, the minimum debt service ratio, the maximum ratio of
speculative units to historical closings, modified several
definitions, and improved the borrowing base calculations. The
amended credit facility contains additional covenants for maximum
cash held on a consolidated basis as well as limitations on
certain land acquisitions and joint ventures.

The amended credit facility does not limit the acquisition of
improved land (i.e., finished lot take-downs and/or controlled
rolling lot options) purchased in the normal course of business
and consistent with Company projections provided to lenders. The
interest rate under the amended facility was changed to LIBOR plus
5.0%, an increase of 100 basis points. As part of the planned
summer amendment process, certain property appraisals were
completed by the lenders. Additional appraisals are expected to be
completed over the next three fiscal quarters ending June 30, 2009
pursuant to the amended credit facility. The amended credit
facility also includes certain other terms, modifications,
definitional adjustments, charges, unused fees and potentially
additional fees, which are provided for in the formal
documentation.

More specifically, the modifications include:

     -- The amendment includes an extension of maturity date by
        five banks with approximately 21% of aggregate
        commitments, or $121 million of aggregate commitments
        prior to the facility size reduction described herein and
        previously maturing on December 20, 2008, by one year to
        December 20, 2009 consistent with the other lenders in the
        facility.

     -- The $585 million credit facility was reduced in size by
        approximately 25% to $440 million on a pro rata basis for
        all the lenders, except that the amount of the revolving
        credit facility availability will be $425 million from the
        closing date through December 31, 2008; and $415 million
        from July 1, 2009 through December 20, 2009, unless
        otherwise reduced. The amount available under the facility
        also remains subject to borrowing base availability
        requirements.

     -- The amended credit facility also eliminated certain
        financial covenants from the facility, including both of
        the previous leverage covenants, the debt service
        covenant, and the units in inventory covenant. The
        facility also decreased the minimum liquidity covenant,
        reduced the cash flow coverage ratio and significantly
        reduced the minimum consolidated tangible net worth
        covenant. The facility also modified mechanisms for
        borrowings and settlement of home closings.

The summary of certain provisions of the amended credit agreement
in this disclosure is subject to the terms of the amended credit
agreement, which the Company intends to file promptly with the
Securities and Exchange Commission.

As part of this anticipated amendment and extension process in the
summer of 2008, the bank lenders engaged appraisers on behalf of
the lenders for communities comprising approximately 35% of the
borrowing base availability as of May 31, 2008. These appraisals
were received by the Company in June, July and August 2008. The
appraised communities included projects in every major division of
the Company, including the North (communities in Pennsylvania, New
Jersey and New York); the South (communities in Charlotte and
Raleigh, NC and Richmond, VA); one community in the Chicago, IL
area; and one community in Orlando, FL. In addition, the broad
group of communities appraised included active and future
communities, communities impaired by the Company, as well as
communities never impaired by the Company.

The results of the appraisals included both individual reductions
in appraised values as well as some increases in appraised values
of projects. While these project appraisals are not scheduled to
be utilized in borrowing base availability determinations until
the borrowing base certificate dated as of September 30, 2008, the
Company estimates that the net borrowing base availability on a
lower of GAAP cost or appraised value basis for each individual
project category and as adjusted for increases and decreases in
these project appraisals would have resulted in an estimated net
increase in borrowing base availability of approximately
$1.5 million as of June 30, 2008 and an estimated net increase of
approximately $2.7 million as of August 31, 2008, respectively.

Under this amended and restated credit agreement, the Company has
permitted lenders to conduct future appraisals on a fair market
value basis on all projects with a GAAP cost of at least
$4.0 million to be phased in generally over the next three fiscal
quarters ending June 30, 2009, but excluding the projects already
recently appraised. The results of these appraisals are subject to
numerous factors, and accordingly no assurance can be given on the
results of both the recent or future bank appraisals and the
corresponding liquidity impact to the Company.

Garry P. Herdler, Executive Vice President and Chief Financial
Officer stated, "The amended $440 million revolving credit
facility significantly modifies bank covenants for improved
flexibility, it also eliminates several covenants, and it improves
our borrowing base availability through December 2009. We
appreciate the one-year maturity extension from five individual
banks that would have otherwise matured in December 2008, which
enabled us to reduce the previous $585 million facility size by
25% on a pro rata basis for all lenders. We believe that the
amended facility is a positive for our lenders, while it also
provides Orleans with the flexibility necessary in today's
challenging market."

Orleans Homebuilders, Inc. -- http://www.orleanshomes.com--  
develops, builds and markets high-quality single-family homes,
townhouses and condominiums. The Company serves a broad customer
base including luxury, move-up, empty nester, active adult and
first-time homebuyers. The Company currently operates in the
following eleven distinct markets: Southeastern Pennsylvania;
Central and Southern New Jersey; Orange County, New York;
Charlotte, Raleigh and Greensboro, North Carolina; Richmond and
Tidewater, Virginia; Chicago, Illinois; and Orlando, Florida. The
Company's Charlotte, North Carolina operations also include
adjacent counties in South Carolina.


OSKAR HUBER: U.S. Trustee to Hold Meeting to Form Panel on Oct. 2
-----------------------------------------------------------------
The United States Trustee for Region 3, will hold an
organizational meeting in the joint administered Chapter 11 cases
of Oskar Huber Fine Furniture Incorporated on October 2, 2008, at
11:00 a.m. at U.S. Trustee's Hearing Room, Bridge View, 800-840
Cooper Street, Suite 102 in Camden, New Jersey.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting,
and provide background information regarding the bankruptcy
cases.

                        About Oskar Huber

Cherry Hill, New Jersey-based Oskar Huber Fine Furniture, Inc.,
operates family-owned home-furnishing stores since 1927.  It is
the operator of D&D Home Furnishings.  Oskar Huber merged with
family-owned JD Garber Furniture LP in March.  The combined
business, DD-OH Family Partners LLC, operates nine locations in
the greater Philadelphia and South Jersey area.  The Lehigh Valley
has a D&D Home Furnishings store in Whitehall Township and outlet
in Hanover Township, Lehigh County.

The company and its debtor-affiliates filed for Chapter 11
bankruptcy protection separately with the U.S. Bankruptcy Court
for the District of New Jersey (Lead Case No. 08-28136) on
Sept. 22, 2008.  Hal L. Baume, Esq., at Fox Rothschild, LLP,
represents the Debtors in their restructuring efforts.  In its
petition, the lead Debtor listed less than $50,000 in estimated
assets and less than $50,000 in estimated debts.

Court documents indicate that Oskar Huber owes its 31 largest
unsecured creditors a total of $6,100,000, which includes $729,504
owed to Sealy Mattress Co. and $308,252 owed to Kohl's Department
Stores.


PENN TRAFFIC: Faces SEC Action for Accounting Fraud
---------------------------------------------------
The Securities and Exchange Commission yesterday charged East
Coast supermarket operator and wholesale food distributor The Penn
Traffic Company with fraud for orchestrating multi-million dollar
accounting schemes that inflated its operating income and
overstated its after tax net income.

The SEC's complaint, filed in the U.S. District Court for the
Northern District of New York, alleges that Syracuse, N.Y.-based
Penn Traffic carried out the accounting fraud over multiple
reporting periods, and failed to file certain required financial
reports with the SEC or filed reports that did not fully comply
with SEC regulations. Penn Traffic agreed to settle the SEC's
charges without admitting or denying the allegations.

"Penn Traffic's fraudulent conduct lasted several years and
distorted the company's financial reports," said David Rosenfeld,
Associate Director of the SEC's New York Regional Office. "The
Commission continues to focus on accounting improprieties and will
take action when a company engages in fraudulent conduct that
falsifies the company's true financial condition."

According to the SEC's complaint, Penn Traffic intentionally
inflated its operating income and other financial results by
prematurely recognizing promotional allowances in a scheme that
lasted from approximately the second quarter of Penn Traffic's
fiscal year 2001 through at least the fourth quarter of its FY
2003. Promotional allowances -- also referred to as rebates,
slotting fees, or vendor allowances -- are fees paid from vendors
in exchange for various marketing and promotional activities, such
as inclusion in a supermarket's weekly circular. As a result of
Penn Traffic's willful misconduct, the company prematurely
recorded a total of approximately $10 million in operating income
and reported these false results in financial reports filed with
the Commission.

The SEC's complaint also alleges a separate scheme from at least
the first quarter of Penn Traffic's FY 2000 through the first
quarter of its FY 2003. Penn Traffic recorded fraudulent entries
to the books and records of Penny Curtiss, its wholly-owned bakery
manufacturing subsidiary that has since closed. For example, Penny
Curtiss fabricated accounting records to overstate inventory and
reduce cost of goods sold. As a result, Penn Traffic overstated
after tax net income by more than $7 million and reported these
false results in financial reports filed with the Commission.

The SEC's complaint further alleges that Penn Traffic failed to
file financial reports or filed non-compliant reports with the
Commission between the fourth quarter of its FY 2003 and the
fourth quarter of its FY 2008.

Penn Traffic has consented to the entry of a permanent injunction
against future violations of Section 17(a) of the Securities Act
of 1933, Sections 10(b), 13(a), 13(b)(2)(A), and 13(b)(2)(B) of
the Securities Exchange Act of 1934, and Rules 10b-5, 12b-20, 13a-
1, and 13a-13 thereunder, and to certain undertakings that require
it to employ an independent examiner, among other things. The
settlement is subject to the court's approval.

The SEC previously charged two former senior Penn Traffic
executives and one Penny Curtiss executive for their roles in the
fraudulent schemes alleged in the complaint. The Commission's case
is pending against Leslie H. Knox, Penn Traffic's former Senior
Vice President and Chief Marketing Officer, and Linda J. Jones,
Penn Traffic's former Vice President of Non-Perishable
Merchandising. In 2005, the Commission obtained a consent judgment
against Michael J. Lawler, the former Director of Manufacturing at
Penny Curtiss, permanently enjoining him from violating the
antifraud and books and records of the securities laws.

The Commission acknowledges the assistance of the U.S. Attorney's
Office for the Northern District of New York and the Federal
Bureau of Investigation in this matter.

The Penn Traffic Company filed for chapter 11 protection on May
30, 2003 (Bankr. S.D.N.Y. Case No. 03-22945).  Kelley Ann Cornish,
Esq., at Paul Weiss Rifkind Wharton & Garrison, represented the
Debtors in their restructuring efforts.  When the grocer filed for
protection from their creditors, they listed $736,532,614 in total
assets and $736,532,610 in total debts.  The Court confirmed the
Debtor's First Amended Plan of Reorganization on March 17, 2005.  
The Plan became effective April 13, 2005, allowing it to formally
emerge from Chapter 11.


PENN TREATY: S&P Holds 'B-' Credit Rating; Outlook Stays Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' financial
strength and counterparty credit ratings on Penn Treaty Network
America Insurance Co.  The outlook remains negative.
     
On Aug. 22, 2008, S&P revised its outlook on PTNA to negative from
stable because of concerns regarding the company's business
profile and statutory capitalization.  This followed the
announcement by PTNA's parent company, Penn Treaty American Corp.,
of a dispute with its reinsurer, Imagine International Reinsurance
Ltd., regarding reinsurance of PTNA's business issued prior to
2002.
     
The dispute with the reinsurer likely will go to arbitration as
required in the contract.

"In advance of an outcome, PTA's management is taking steps to
mitigate the risk of a possible adverse decision by selling a
subsidiary and obtaining capital that it could use to support
recapture, if necessary," said Standard & Poor's credit analyst
Neal Freedman.  "Clearly, an adverse arbitration decision would
create its own issues, but PTA is using some of its financial
flexibility to account for this risk."


PHOENIX DIVERSIFIED: Futures Commission Sues Firm for Fraud
-----------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that the
U.S. Commodity Futures Trading Commission has filed a lawsuit
against Phoenix Diversified Investment Corp. and its owner,
Michael A. Meisner, on alleged "commodity pool fraud."

The Commission, says the Business Journal, seeks:

     -- a statutory restraining order,
     -- preliminary and permanent injunctive relief,
     -- the return of funds to defrauded participants,
     -- the repayment of ill-gotten gains, and
     -- civil monetary penalties.

According to the Business Journal, the Commission accused Phoenix
Diversified and Mr. Meisner of defrauding more than 100 investors
out of up to $30 million.  The Business Journal states that Mr.
Meisner's daughter, Brooke, was wed at Donald Trump's Mar-a-Lago
Club, amid concerns that Phoenix Diversified investment funds may
have been used to pay for the events.  Mr. Meisner, according to
the report, said in an April letter attached to two civil
complaints that he would stop using investor money on his personal
lifestyle.  Court documents say that Mr. Meisner allegedly took
unsecured loans from individuals and promised up to 3% returns per
month.

The Business Journal relates that the Commission claimed that Mr.
Meisner and Phoenix Diversified fraudulently solicited at least 26
investors for at least $8 million, claiming that his company owned
a valuable software program that spotted trading patterns in the
futures markets and guaranteeing high profits.  Mr. Meisner
misappropriated those funds and the accounts associated with the
commodity pool suffered $5.8 million in net losses between May
2003 and March 2008, the report states, citing the Commission.

The Commission, according to the Business Journal, alleged that
Mr. Meisner made several material misrepresentations and failed to
disclose material facts -- like past profitability of the pool and
the actual value of the pool -- to induce prospective and current
participants to invest or remain invested in the pool.  The
Commission claimed that Phoenix Diversified provided account
statements, dated March 31, indicating that participants had a
cumulative balance of more than $4 million in the pool, the
Business Journal states.  Phoenix Diversified, says the report,
refused to honor pool participants' requests to withdraw funds and
several checks were returned for insufficient funds.

Phoenix Diversified didn't register with the Commission as a
commodity pool operator, as required by federal commodities law,
the Business Journal relates, citing the Commission.

Mr. Meisner's wife, Victoria, is named in the complaint as a
relief defendant for receiving at least $1 million of funds "to
which she was not entitled," the Business Journal reports.

                       About Michael Meisner

Michael A. Meisner in Boca Raton, Florida filed a chapter 11
petition on May 19, 2008 (Bankr. S.D. Fla. Case No. 08-16502).  
Judge Paul G. Hyman, Jr., presides over the case.  Sherri B.
Simpson, Esq., at Law Offices of Sherri B. Simpson, P.A.,
represents the Debtor in his restructuring efforts.  He listed
assets of $1 million to $10 million and debts of $1 million to $10
million when he filed for bankruptcy.

               About Phoenix Diversified Investment

Phoenix Diversified Investment Group is a commodities investment
firm based in Boca Raton, Florida owned by Michael Meisner.  Lewis
Freeman, of Lewis B. Freeman & Partners in Miami, is a court-
appointed receiver in the case against Phoenix Diversified.  The
company faced an involuntary chapter 7 petition filed by a group
of investors after learning that the company is insolvent.  About
200 investors asserted claims of more than $140 million against
the Debtor.


PIERRE FOODS: Oaktree to Become New Majority Owner Under Plan
-------------------------------------------------------------
Pierre Foods, Inc. filed a consensual Joint Plan of Reorganization
and Disclosure Statement on September 29, 2008, with the United
States Bankruptcy Court for the District of Delaware.  The Plan is
supported by funds managed by Oaktree Capital Management L.P., the
Company's single largest creditor, and Pierre's Official Committee
of Unsecured Creditors.  Oaktree supplied the Company's $35
million debtor-in-possession credit facility, and upon
confirmation of the Plan, funds managed by Oaktree will become the
majority owner of Pierre.

Pierre will ask the Bankruptcy Court to confirm the Plan in early
December 2008, and hopes to emerge from bankruptcy shortly
thereafter.  The Court will convene a hearing on October 29, 2008,
at 10:00 a.m. to consider approval of the Disclosure Statement and
procedures for the solicitation and tabulation of plan votes.  
Objections, if any, to the Disclosure Statement are due October
24.  The Debtors have proposed a December 5 deadline to vote on
the plan.

"The filing of this consensual Plan represents a significant step
forward in our efforts to emerge from Chapter 11 as a stronger
Company that can operate profitably in this difficult economic
environment and beyond," said Norbert Woodhams, Chief Executive
Officer of Pierre Foods.  "We are very pleased to have Oaktree as
our new financial sponsor and believe that Oaktree's continuing
commitment to Pierre demonstrates its deep belief in the
fundamental strengths and the inherent value of our Company."

Mr. Woodhams added, "Thanks to the loyalty of Pierre's dedicated
employees, customers and vendors, we have made great progress in
our efforts to restructure the company and are poised to conclude
our restructuring more quickly than originally projected. We have
realigned our capital structure by eliminating over $225 million
of debt and our business continues to perform in line with our
expectations.  We look forward to concluding this process and
emerging from Chapter 11 as expeditiously as possible."

The Plan provides for:

   -- conversion of $100 million of existing prepetition secured
      indebtedness to 100% of the equity of Reorganized Pierre;

   -- conversion of $50 million of existing prepetition secured
      indebtedness to a new mezzanine facility;

   -- the amendment and restatement of the remaining prepetition
      secured indebtedness of approximately $97 million on terms
      much more favorable to the company;

   -- a new exit facility to fund the Company's ongoing
      operations and pay obligations under the Plan;

   -- the Debtors' Senior Subordinated Notes in the principal
      amount of $125 million will be cancelled; and

   -- 12% cash recovery for unsecured creditors (including
      holders of Senior Subordinated Notes) to be paid in
      installments within 120 days after the Effective Date.

The Plan provides for these projected recoveries:

   Class    Claim/Equity Interest     Recovery Under Plan
   -----    ---------------------     -------------------
    N/A     Administrative Claims     Paid in full, in cash

    N/A     DIP Credit Agreement      Paid in full, in cash
               claims

    N/A     Priority Tax claims       Paid in full, in cash;
                                      cash in an amount agreed to
                                      by the parties; or at
                                      Debtors' option, paid in
                                      installments for a 5-year
                                      period

     1      Other Priority Claims     100%; paid in full, in cash

     2      Other Secured Claims      100%; paid in full, in cash

     3      Prepetition Credit        73% to 92%
            Agreement claims

            Allowed amount: $242,213,076

     4      General Unsecured Claims  12%

            Allowed amount:  $131,222,135

     5      Equity Interests          0%
            in Pierre Holding
            Corp.

     6      Intercompany              N/A
            Interests

Classes 3 and 4 are impaired and are entitled to vote on the Plan.

A full-text copy of the Debtors' chapter 11 plan is available at
no charge at:

     http://bankrupt.com/misc/PIERREchapter11plan.pdf

A full-text copy of the Debtors' disclosure statement is available
at no charge at:

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

                       About Pierre Foods

Based in Cincinnati, Ohio, Pierre Foods, Inc. --
http://www.pierrefoods.com-- manufactures and sells ready-to-cook  
and pre-cook products.  The company and and 13 of its affiliates
filed for Chapter 11 protection on July 15, 2008 (Bankr. D. Del.
Lead Case No. 08-11469).  Jonathan S. Henes, Esq., and Lisa G.
Laukitis, Esq., at Kirkland & Ellis; and Daniel J. DeFranceschi,
Esq., and Paul N. Heath, Esq., at Richards, Layton & Finger P.A.,
represent the Debtors in their restructuring efforts.  The Debtors
selected Kurtzman Carson Consultants LLC as their claims agent.  
The United States Trustee for Region 3 appointed creditors to
serve on an Official Committee of Unsecured Creditors.  The
Committee selected Michael S. Stamer, Esq., at Akin Gump Strauss
Hauer & Feld LLP, in New York, and James R. Savin, Esq., at Akin
Gump's Washington, D.C. office, as counsel.  Oaktree Capital
Management, the Debtors' DIP lender and which is serving as plan
sponser, is represented by Van C. Durrer, II, Esq., at Skadden
Arps, Slate Meagher & Flom LLP, in Los Angeles, California.  
Wachovia Bank, N.A., the administrative agent under the Debtors'
June 2004 credit agreement, is represented by Gregory Bray, Wsq.,
and Haig Mark Maghakian, Esq., at Milbank Tweed Hadley McCloy LLP.


PLASTECH ENGINEERED: Taps Hilco to Liquidate Remaining Assets
-------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates have
begun winding down their operations and affairs following the sale
of their interiors, exteriors, and stamping and carpet businesses.  
Certain miscellaneous assets that were not sold pursuant to the
sales have been retained, which assets are no longer beneficial to
the Debtors' estates.

Prior to closing of the sales, the Debtors and their advisors
solicited offers from various liquidators, competitors, and other
parties for assets located at, among other locations, Andover,
Ohio; Cleveland, Ohio; Elwood, Indiana; Winnsboro, South Carolina
and Kenton, Tennessee.

After receiving competing bids that were submitted as arm's-
length, good-faith proposals, the Debtors determined that the bid
submitted by Hilco Industrial, LLC, is currently the highest or
otherwise best offer for the Miscellaneous Assets.

The Debtors did not say whether they'll further market-test the
Miscellaneous Assets and have not scheduled an auction for those
assets.  Their asset purchase agreement with Hilco, however,
provides that:

   -- should the Debtors decide to consummate the sale
      transaction with another party, they will reimburse Hilco
      up to $350,000 for due-diligence expenses; and

   -- any competing bid for the Miscellaneous Assets should
      exceed Hilco's offer by $400,000.

By this motion, Debtors ask the United States Bankruptcy Court for
the Eastern District of Michigan to:

   (a) authorize the Sale of the Miscellaneous Assets, pursuant
       to Sections 105, 363 and 365 of the Bankruptcy Code, to
       Hilco pursuant to the terms of their Asset Purchase   
       Agreement;

   (b) authorize them to reimburse Hilco up to $350,000 for
       reasonable out-of-pocket costs incurred for due diligence
       costs, and other costs related to marketing of the Assets
       and the auction preparation, in the event another
       successful bidder is awarded the Miscellaneous Assets Sale
       and the Debtors consummate the offer with that successful
       bidder.

The Debtors maintain that the proposed Sale is in their best
interests.

                    Asset Purchase Agreement

The Debtors relate that the Asset Purchase Agreement is still
being negotiated and thus subject to change.  Nevertheless, the
salient terms of the Agreement are:

Sellers:       Debtors

Buyers:        Hilco Industrial, LLC    

Purchased
Assets:        All machinery and equipment located at the  
               facilities in, among others, Andover and
               Cleveland, Ohio; Elwood, Indiana; Winnsboro, South
               Carolina and Kenton, Tennessee, a list of which is
               available for free at:

                 http://ResearchArchives.com/t/s?32c4

               The Purchased Assets constitute collateral
               securing the First Lien Credit and Guaranty
               Agreement.  

Purchase
Price:         The Sellers propose to sell the Purchased Assets
               for (i) a non-shared purchase price of $780,000,
               plus (ii) 50% of the excess of the gross sales,
               including any premium charged by Hilco, over
               $1,310,000, the shared portion of the purchase
               price.

Payment
Terms:         Purchaser will directly pay Goldman Sachs Credit
               Partners L.P., as collateral agent under the First
               Lien Term Loan Agreement, for the account of
               Seller $433,000 of the Non-Shared Purchase Price
               on or before the third calendar day after the date
               of entry of the Order; provided however that a
               portion of the Initial Non-Shared Purchase Price
               equal to the Cost Estimate will be remitted to,
               and disbursed by, the Seller.

               Purchaser will pay the remaining Non-Shared
               Purchase Price to Goldman Sachs for the account of
               Seller no later than two days before the first
               Disposition of the Assets provided, that:

               * all liens securing the Assets have been
                 released, either pursuant to an order of the
                 Court or through the execution and delivery of
                 U.C.C.-3 termination statement;

               * no uncured or unwaived breach of the the Asset
                 Purchase Agreement has occurred and is then
                 continuing;

               * an occupancy agreement for the Location in
                 Strongsville, Ohio, in form and substance
                 reasonably satisfactory to Purchaser, has been
                 executed in all material respects; and

               * all of the Licenses for the Locations, in form
                 and substance reasonably satisfactory to
                 Purchaser have been granted and are in full
                 force and effect in all material respects.  If
                 Buyer proceeds to dispose of any of the assets
                 notwithstanding failure to satisfy these
                 conditions, Buyer will pay both the remaining
                 Non-shared Purchase Rrice and the entire Shared
                 Purchase Price to Goldman Sachs without any set-
                 off, recoupment, or deduction for any alleged
                 actual failure to satisfy any of the conditions.  
                 Buyer agrees that no disposition or removal of
                 any of the purchased assets may occur prior to
                 Buyer's payment of the initial Non-shared
                 Purchase Price.
Buyer's
Disposition of
Purchased
Assets:        After Buyer's payment of the Non-Shared Purchase
               Price, Buyer may, in its absolute discretion and
               cost, conduct a private and/or public sale,
               including by way of a Global WebCast Auction
               Sale of the Assets at the locations at which the
               Assets are located.  Seller grants Purchaser an
               exclusive and non-transferable license to use
               and occupy the Location through and including
               the earlier of (a) in the case of Kenton,
               Andover, Cleveland, and Winnsboro, November 30,
               2008, and (b) the date on which the Assets are
               removed from the particular Location, or the
               termination date, without the obligation,
               through the Termination Date, to pay any rent or
               other charges for the rent being deducted from
               the Purchase Price.

Estimated
Occupancy
Costs:         The estimated costs and expenses relating to the
               Locations, other than the Strongsville Occupancy
               Costs is approximately $275,000.  Proceeds from
               the Initial Non-Shared Purchase Price in the
               amount of the cost estimate will be paid and held
               in a segregated account by the Seller at the time
               of payment of the Initial Non-Shared Purchase
               Price.  From the date of the  Agreement through
               and including the Termination Date, the Seller
               will be responsible for all costs and expenses
               relating to the Locations or Purchaser's use and
               occupancy of the Locations, including rent,
               utilities, taxes, insurance, security and other
               costs and expenses, except for Strongsville
               Occupancy Costs.  Seller may use proceeds from
               the Cost Estimate Account solely to pay utility
               and insurance costs with respect to the
               Locations, other than the Strongsville Occupancy
               Costs.  On or before the 10th business day
               after the Termination Date, the Seller will
               perform a reconciliation of all payments made
               from the Cost Estimate Account and pay over any
               balance remaining in the Cost Estimate Account to
               Goldman Sachs.  All costs and expenses relating
               to the Strongsville Facility or Purchaser's
               use and occupancy of the Location in
               Strongsville, including rent, utilities, taxes,
               insurance, security and other costs and expenses
               will be paid by the Purchaser pursuant to the
               Strongville Occupancy Agreement.

Manner of
Payment:       Buyer will make all purchase price payments by
               wire transfer directly to Goldman Sachs for
               Seller's account.  Title to the Assets will
               transfer from Seller to Purchaser upon
               Purchaser's payment of the Initial Non-Shared
               Purchase Price, evidenced by Seller's delivery of
               a bill of sale in favor of Purchaser, without
               warranty or representation of any kind or nature,
               except as to title, free and clear of liens,
               claims and encumbrances.

Bid
Protocol:      In consideration of Hilco conducting its due
               diligence and entering into the Asset Purchase
               Agreement, which serves as a base by which other
               offers may be measured, in the event the
               Agreement is subject to higher and better offers
               by way of a bidding process:

                * all bidders must agree to be bound by the terms
                  and conditions of the Asset Purchase Agreement
                  with appropriate modifications for the identity
                  of the successful bidder and the increased
                  price;

                * all bidders must provide adequate assurance of
                  their ability to perform their obligations
                  under this Agreement;

                * the initial bid must be for an increase in the
                  Purchase Price of no less than $400,000, with
                  successive bids increasing no less than $25,000
                  over the previous bid;

                * competing bids will not be conditioned on the
                  outcome of unperformed due diligence by the
                  bidder; and

                * Purchaser may credit bid the Expense
                  Reimbursement in connection with further
                  bidding.

Purchaser
Expense
Reimbursement: In the event that the Court approves a higher or
               otherwise better offer for the Assets, and the
               Seller consummates the offer, the Seller will pay
               to Purchaser up to $350,000 of the reasonable,
               out of pocket, documented costs incurred by
               Purchaser prior to the date of entry of the order
               in connection with the Purchaser's due diligence,
               entry into this Agreement, marketing of the
               Assets and the preparation for, and holding of,
               the Auction.

A full-text copy of the Asset Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?32c3

Sarah E. Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, relates that the First Lien Lenders
and the Second Lien Lenders have consented to a sale free and
clear of their liens against the Miscellaneous Assets, pursuant
to Section 363(f) of the Bankruptcy Code.

Ms. Pierce says the $350,000 expense reimbursement to Hilco will
enable the Debtors to secure an adequate floor so that any
competing bids be materially higher or otherwise better than the
Asset Purchase Agreements, a clear benefit to the Debtors'
estates.  Moreover, Hilco has expended significant costs and
expenses in evaluating the Miscellaneous Assets in setting a
value for the sale of the Miscellaneous Assets, and negotiating
the Asset Purchase Agreement.

Ms. Pierce further asserts that the amount of the Expense
Reimbursement, and the overbid amount, is reasonable and
appropriate in light of the size and nature of the transaction
and the efforts expended and will be expended by the Purchaser.

The Debtors sought and obtained an expedited hearing on
October 8, 2008, for the Court to consider their request for
approval of the APA.  Ms. Pierce emphasizes that absent emergency
consideration of the APA, the Debtors will unlikely able to
consummate the sale of their Miscellaneous Assets as contemplated
in the Agreement, to the detriment of their creditors and other
parties-in-interest.  The deadline to file objections to the sale
is October 1.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is a full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 35; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


PROBE MANUFACTURING: Names Barrett Evans as Interim CEO
-------------------------------------------------------
On Sept. 4, 2008, the board of directors of Probe Manufacturing,
Inc., decided not to renew the month-month employment agreement of
Reza Zarif, its Chief Executive Officer effective Sept. 7.  As a
result, Mr. Zarif has left the company to pursue other
opportunities.  Mr. Zarif will remain on the board of directors of
the company.

On Sept. 8, 2008, the company entered into an Executive Consulting
Agreement with Barrett Evans to act as the company's interim Chief
Executive Officer.  Mr. Evans will receive a Base Salary at an
annual rate of $175,000, payable on the 1st and 15th of the month.  
All compensation payable to Mr. Evans will be paid on an
independent contractor basis.

Based in Lake Forest, Calif., Probe Manufacturing Inc. (OTCBB:
PMFI) -- http://www.probemi.com/-- provides electronics    
manufacturing services to original equipment manufacturers of
industrial, automotive, semiconductor, medical, communication,
military, and high technology products.  The company was founded
in 1993.  It was formerly known as Probe Manufacturing Industries,
Inc., and changed its name to Probe Manufacturing Inc., in 2005.

                        Going Concern Doubt

Denver-based Jaspers + Hall, PC, raised substantial doubt about
the ability of Probe Manufacturing, 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 from operations and its difficulties
in maintaining sufficient working capital.

The Troubled Company Reporter reported on June 24, 2008, that
Probe Manufacturing Inc.'s balance sheet at March 31, 2008, showed
$2,368,194 in total assets and $2,512,198 in total liabilities,
resulting in a $144,004 total stockholders' deficit.  The company
reported net income of $108,065 on sales of $2,185,444 for the
first quarter ended March 31, 2008, compared with net income of
$38,951 on sales of $1,877,090 in the same period in 2007.


PRODUCTION RESOURCE: S&P Cuts Secured Debt Rating to 'B' from 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and secured debt issue-level ratings on Production Resource Group
LLC to 'B' from 'B+'.  The rating outlook is stable.
     
"The ratings downgrade is based on the company's weak operating
performance, increased leverage, and reduced headroom under
financial covenants," said Standard & Poor's credit analyst Tulip
Lim. "PRG's financial covenants will tighten over the near-to-
intermediate term and, if EBITDA continues to decline, the
company's margin of compliance with covenants will narrow."
     
The 'B' rating reflects the company's aggressive financial policy,
fragmented and competitive end markets, high capital expenditure
requirements for growth, and narrowing margin of compliance with
financial covenants.  PRG's dominant market share in theatrical
productions and good customer retention record minimally offset
these factors.
     
New Windsor, New York-based PRG is a provider of lighting, audio,
video, scenic equipment, and related services for live events and
theatrical productions, with locations around the world.  PRG has
a very high market share of Broadway theatrical productions
because of its large inventory of lighting, audio, and scenic
equipment, as well as its good track record.  Many Broadway shows
have been using PRG's services for several years.  Because the
costs of switching lighting and audio service providers often
include dismantling a set, customers usually do not change service
providers during a production run, which can last five to 10
years.
     
Credit market turmoil may stem transaction activity in the near
term, but longer term, PRG will likely be very acquisitive.  The
company plans to use its existing business to become a
consolidator.  Although most of its peers are relatively small, a
large debt-financed acquisition has the potential to increase debt
leverage.  On July 2, 2008, the company acquired Hi-Tech Rentals
Inc., an audio, video, lighting, and scenic equipment and service
company for $16 million.  The acquisition was not funded through
debt, but rather entirely through equity contributions.
     
For the first six months of 2008, the company's revenue declined
6% and EBITDA declined roughly 21%.  Weak operating performance
was due to lower volumes and concert tour durations, fewer
musicals compared with plays, shrinking event sizes, and pricing
pressure.  The EBITDA margin was 16.4% for the 12 months ended
June 30, 2008.  PRG is highly leveraged.  Pro forma for the July
2008 acquisition, lease-adjusted total debt to EBITDA was 5.5x for
the 12 months ended June 30, 2008, and lease-adjusted EBITDA
coverage of interest was 2.0x.  The company had discretionary cash
flow deficits for the period, but does sell some of its equipment
each year.


QUEBECOR WORLD: Voluntary Chapter 15 Case Summary
-------------------------------------------------
Debtor: Quebecor World, Inc.
        612 St. Jacques Street
        Montreal, Quebec H3C 4M8
        Canada

Bankruptcy Case No.: 08-13814

Type of Business: The Debtor is a printing company

Chapter 15 Petition Date: September 30, 2008

Court: Southern District of New York (Manhattan)

Judge: James M. Peck

Debtor's Counsel: Kenneth P. Coleman, Esq.
                  kurt.vellek@allenovery.com
                  Allen & Overy LLP
                  1221 Avenue of Americas
                  New York, NY 10022
                  Tel: (212) 610-6300
                  Fax: (212) 610-6399

Estimated Assets: unstated

Estimated Debts: unstated


QUEBECOR WORLD: Gets Conversion Notices for S. 5 Preferred Shares
-----------------------------------------------------------------
Quebecor World Inc. received notices in respect of 66,601 of its
remaining 1,763,029 issued and outstanding Series 5 Cumulative
Redeemable First Preferred Shares (CA:IQW) requesting conversion
into the company's Subordinate Voting Shares (CA:IQW).

In accordance with the provisions governing the Series 5 Preferred
Shares, registered holders of such shares are entitled to convert
all or any number of their Series 5 Preferred Shares into a number
of Subordinate Voting Shares effective as of Dec. 1, 2008,
provided such holders gave notice of their intention to convert
at least 65 days prior to the Conversion Date.  The Series 5
Preferred Shares are convertible into that number of the company's
Subordinate Voting Shares determined by dividing C$25 together
with all accrued and unpaid dividends on such shares up to
Nov. 30, 2008, by the greater of (i) C$2 and (ii) 95% of the
weighted average trading price of the Series 5 Preferred Shares
on the Toronto Stock Exchange during the period of twenty trading
days ending on Nov. 27, 2008.

The next conversion date on which registered holders of the Series
5 Preferred Shares will be entitled to convert all or any number
of such shares into Subordinate Voting Shares is March 1, 2009,
and notices of conversion in respect thereof must be deposited
with the Company's transfer agent, Computershare Investor
Services Inc., on or before Dec. 29, 2008.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market      
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of      
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of $3,412,100,000, total
liabilities of $4,326,500,000, preferred shares of $62,000,000,
and total shareholders' deficit of $976,400,000.


QUEST MINERALS: June 30 Balance Sheet Upside-Down by $3,699,929
---------------------------------------------------------------
Quest Minerals & Mining Corp.'s consolidated balance sheet at
June 30, 2008, showed $5,387,658 in total assets and $9,087,587 in
total liabilities, resulting in a $3,699,929 stockholders'
deficit.

At June 30, 2008, the company's consolidated financial statements
also showed strained liquidity with $19,207 in total current
assets available to pay $7,689,314 in total current liabilities.

The company reported a net loss of $5,129,895 on coal revenues of
$59,087 for the second quarter ended June 30, 2008, compared with
a net loss of $1,477,660 on coal revenues of $55,877 in the same
period of 2007.

The company incurred an operating loss of $3,880,168 for the
three months ended June 30, 2008, compared to an operating loss of
$1,746,591 for the three months ended June 30, 2007.  The
increased in operating losses was primarily due to significantly
increased beneficial conversion expenses.

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?32fd

                       Going Concern Doubt

For the three months ended June 30, 2008, the company had a net
operating loss of $3,880,168.  The working capital deficit as of
June 30, 2008, was $7,670,107.  

The company will require substantial additional funds to finance
its business activities on an ongoing basis and will have a
continuing long-term need to obtain additional financing.

Quest believes these conditions raise substantial doubt about its
ability to continue as a going concern.

                       About Quest Minerals

Headquartered in  Paterson, N.J., Quest Minerals & Mining Corp.
(OTC BB: QMNM) -- http://www.questmining.net/-- acquires and  
operates energy and mineral related properties in the southeastern
part of the United States.

Quest is a holding company for Quest Minerals & Mining, Ltd., a
Nevada corporation, or Quest (Nevada), which in turn is a holding
company for Quest Energy, Ltd., a Kentucky corporation, or Quest
Energy, and of Gwenco, Inc., a Kentucky corporation, or Gwenco.

Quest Energy is the parent corporation of E-Z Mining Co., Inc, a
Kentucky corporation, or E-Z Mining, and of Quest Marine Terminal,
Ltd., a Kentucky corporation, or Quest Marine.

Gwenco leases over 700 acres of coal mines, with approximately
12,999,000 tons of coal in place in six seams.  In 2004, Gwenco
had reopened Gwenco's two former drift mines at Pond Creek and
Lower Cedar Grove, and had begun production at the Pond Creek
seam.  This seam of high quality compliance coal is located at
Slater's Branch, South Williamson, Kentucky.

On Feb. 28, 2007, Gwenco, Inc. filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. E.D. Ky. Case No. 07-10081).  Gwenco has submitted a
preliminary plan of reorganization to the court and the creditors
for approval.


RELIANT ENERGY: Moody's Reviews 'Ba3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service placed the Ba3 Corporate Family Rating
for Reliant Energy and its subsidiaries, Orion Power Holdings and
Reliant Energy Mid-Atlantic Power Holdings, on review for possible
downgrade.  The last rating action for Reliant was on April 28,
2008, when Moody's upgraded the CFR to Ba3 from B1.

The review for possible downgrade is prompted by Reliant's
Securities and Exchange Commission Form 8-K filing (made on
September 29, 2008), which discloses the magnitude of the business
disruption to Reliant's retail electric provider business
activities and the updated expected near-term outlook for the
wholesale generation business activities.  According to the
company, the previous expectations for an improved financial
performance in 2008, increased operating cash flows and a
transition to generating positive free cash flow appears unlikely
over the near-term.

More importantly, Reliant announced a material change to its
overall approach to hedging its retail supply obligations by
announcing a termination of a special credit enhanced retail
structure with Merrill Lynch which has been in place since 2006.   
In Moody's opinion, the retail credit sleeve with Merrill Lynch
was considered a material credit positive, primarily because it
utilized Merrill Lynch's balance sheet to provide hedging support
to the retail supply obligations.

Finally, Reliant announced its intention to raise approximately
$1.0 billion in capital, $650 million through a new secured term
loan structure and $350 million in convertible preferred stock.

The review for possible downgrade will focus on the revised
corporate strategy at Reliant, its intention to adjust its
approach to hedging its retail supplies, the procedures for an
orderly exit from the Merrill Lynch credit sleeve arrangement and
the overall impact to the expected financial profile of the
company.

Reliant Energy is a large wholesale merchant generator with
approximately 16 GWs of generating capacity diversified across
several market regions in the U.S.  In addition, Reliant is a
large retail electric provider in Texas, serving almost 2 million
customers, primarily in the greater Houston, Texas region.  
Reliant reported $12.4 billion in revenues for the twelve months
ended June 2008 and is headquartered in Houston, Texas.

On Review for Possible Downgrade:

Issuer: Orion Power Holdings, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Ba3

Issuer: Pennsylvania Economic Dev. Fin. Auth.

  -- Senior Secured Revenue Bonds, Placed on Review for Possible
     Downgrade, currently Ba3

Issuer: Reliant Energy Inc.

  -- Issuer Rating, Placed on Review for Possible Downgrade,
     currently Ba3

  -- Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently Ba3

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently Ba3


  -- Multiple Seniority Shelf, Placed on Review for Possible
     Downgrade, currently (P)B2

  -- Senior Secured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently B1

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently B1

Issuer: Reliant Energy Mid-Atlantic Power Hldgs., LLC

  -- Senior Secured Pass-Through, Placed on Review for Possible
     Downgrade, currently Ba1

Outlook Actions:

Issuer: Orion Power Holdings, Inc.

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Reliant Energy Inc.

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Reliant Energy Mid-Atlantic Power Hldgs., LLC

  -- Outlook, Changed To Rating Under Review From Stable


RENAISSANCE HOSPITAL: Court Approves Amended Disclosure Statement
-----------------------------------------------------------------
The Hon. Barbara J. Houser of the United States Bankruptcy Court
for the Northern District of Texas approved a second amended
disclosure statement dated Sept. 23, 2008, explaining an amended
Chapter 11 plan filed by Renaissance Hospital Terrell Inc. and
Renaissance Hospital-Grand Prairie Inc.  She held that the
Debtors' amended disclosure statement contains adequate
information within the meaning of Section 1129 of the U.S.
Bankruptcy Code.

A confirmation hearing is set for Oct. 14, 2008, at 10:30 a.m., at
501 W. Tenth Street, Eldon B. Mahon U.S. Courthouse in Forth,
Texas.  Objections, if any, are due Oct. 10, 2008.

Judge Houser also approved the procedures the Debtors proposed for
the solicitation and tabulation of plan votes.  Deadline for
voting for the plan is Oct. 7, 2008, at 4:00 p.m.

                       Overview of the Plan

The plan provides a meaningful distribution to holders of General
Unsecured Claims, contemplates the reorganization or liquidation
of the Debtor and the resolution of certain Claims through a
series of mechanisms described more fully in the Plan and this
Disclosure Statement.

The Debtors stated that the plan depends upon the successful sale
of either (i) the New Equity Interests or (ii) the Acquired
Assets.  This will be accomplished through the sale of the
acquired assets, the Debtor continued.  Higher and better offers
will be solicited through an auction and sale process.

The Debtor said that the Sale is anticipated to result in the
transfer of either new equity interests or the acquired assets
for not less than approximately $1,200,000 in cash and other
consideration.  Distributions to be made pursuant to the Plan will
be funded from new proceeds generated by the Sale, in addition to
the assignment or liquidation of any remaining assets and the
pursuit of any causes of action belonging to the Debtors.

The amended plan classifies interests in and claims against the
Debtors in seven classes.  The classification of interest and
claims are:

                 Treatment of Interest and Claims

          Treatment                          
  Class   of Claims             Treatment    Estimated Amount
  -----   ---------             ---------    ----------------
  1       Priority              impaired     $147,065
          Non-Tax Claims
                                                                          
  2       Lenders Funding       impaired     $1,200,000-$1,450,000
          Secured
Claim                                                       

  3       Secured Claims of Ad  unimpaired   $80,000-$110,000
          Varolem
Taxing                                                      
          Authorities

  4       Misc. Secured Claims  impaired     $0
                                                                           
  5       General Unsecured     impaired     $9,450,000-$9,700,000

Claims                                                              

  6       Medical Malpractice   impaired     $0
                                                                            
  7       Interests             impaired

All impaired classes are entitled to vote to accept or reject the
Debtors' plan.

Holders of Class 1 priority non-tax claims will receive a cash
distribution up to 100% of the amount of the allowed priority non-
tax claim on the plan's effective date.

Holders of Class 2 secured claims of lenders funding will
receive:

   i) assignment of the Debtors' Pre-MSA accounts receivables;

  ii) cash equal to the amount of the Net Sales Proceeds allocable
      to acquired assets for which Lenders Funding held a valid,
      duly enforceable security interest as of the Petition Date;
      and

iii) cash equal to the amount of the net sales proceeds, if
      any, determined by order of the Court to be necessary to
      compensate lenders funding for any diminution in the value
      of its Cash Collateral, if any, from the petition date to
      the effective date.

Each holder of Class 3 secured claims of ad valorem taxing
authorities will receive cash from the net sales proceeds equal to
the allowed amount of their secured claims.  The ad valorem taxing
authorities will be deemed to release any and all liens affecting
the Debtors' assets.

Holders of Class 4 other secured claims will receive, either:

   i) payment in full in cash of the other secured Claim; or

(ii) assignment of the collateral securing the other secured
      claim, which payment or assignment shall occur on as
      practicable after the plan's effective date and the date on
      which the other secured claim becomes an allowed claim.     

Holders of Class 5 general unsecured claims will receive cash in
an amount equal to its pro rata share of the fund, if any.  The
Debtor said that it can make no assurance that there will be
sufficient cash or assets available to make any payment to allowed
claims in Class 5.  The Debtors' sources of recovery includes:

   i)  cash equal to the net sales proceeds less those amounts
       payable to allowed administrative expenses, priority tax        
       claims and Classes 1-4, if applicable; and

  ii) proceeds from excluded assets of the Debtors, including
      Chapter 5 causes of action, not otherwise paid or payable to
      administrative expenses, priority tax claims and Classes 1-
      4, if any.

Holders of Class 6 medical malpractice and 7 interest will not
receive any distribution under the plan.

A full-text copy of the Debtors' Second Amended Disclosure
Statement is available for free at:

               http://ResearchArchives.com/t/s?3301

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

               http://ResearchArchives.com/t/s?3302

Headquartered in Terrell, Texas, Renaissance Hospital Terrell,
Inc. -- http://terrell.renhealthcare.org/-- provides medical  
services.  The company and its affiliates, Renaissance Hospital-
Grand Prairie, Inc., filed for Chapter 11 protection on Aug. 21,
2008 (Bankr. N.D. Tex. Lead Case No. 08-34143).  Holland N.
On'Neil, Esq., Marcus A. Helth, Esq., Michael S. Haynes, Esq., at
Gardere Wynne Sewell LLP, represent the Debtors.  The U.S Trustee
for Region 6 appointed creditors to serve on an Official Committee
of Unsecured Creditors.  Shari L. Heyen, Esq., and William L.
Medford, Esq., at Greenberg Traurig LLP, represent the Committee
in this cases.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $10 million and
$50 million each.


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.


SHILOH'S INDUSTRIES: Moody's Rates $120MM Revolving Facility 'Ba2'
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Shiloh's
Industries, Inc.'s new $120 million senior secured revolving
credit facility due 2013, while affirming its Ba3 Corporate Family
Rating.  Proceeds from the newly rated debt were used to fully
repay the company's pre-existing $175 million credit facilities
due 2010 consisting of a $125M revolver and $50M term loan,
ratings of which have been withdrawn concurrently.  The ratings
outlook remains stable.

The affirmation of the Ba3 Corporate Family Rating considers some
improvement in financial flexibility from the refinancing,
Shiloh's leading position within the engineered welded blanks
space, history of debt repayment, and stable free cash flow.  
Additionally, the Corporate Family Rating reflects the company's
small size within the auto supplier industry, continued weakness
within the auto industry, high concentration with the Big three
automakers, and lack of material geographic diversification.

John Zhao, Analyst, commented that, "Despite the expectation for
continued weakness within the automotive sector, Shiloh has been
so far able to maintain its margin by aggressively managing down
variable cost to offset the sales decline.  It also demonstrated
its willingness and ability to reduce debt, resulting in Moody's
anticipation for stable credit metrics over the intermediate term
even though its cash flow generation will likely weaken as a
result of the expected further downturn in the US auto industry."

The stable outlook reflects Moody's expectation for Shiloh's
continued deleveraging and relatively stable cash flow generation
over the near term in the face of a prolonged decline in the auto
industry.  Ratings could experience downward pressure if the
company's operating performance were to materially decline
resulting in an impaired operating margin of less than 3% and the
lack of reducing its leverage position.  Additionally, pronounced
and protracted decline in the industry outside of expectations or
a pursuit of more aggressive shareholder friendly policy could
result in negative rating pressure.

The company's $120 million senior secured revolver is rated Ba2,
which reflects a loss-given-default expectation greater than or
equal to 10% and less than 30% (LGD 2).  The ratings are one notch
above the Corporate Family Rating, reflecting amount of support
below the secured credit facilities in the form of other unsecured
debt.

These ratings were affected:

  -- Ba3 Corporate Family Rating - affirmed
  -- B1 Probability of Default Rating - affirmed
  -- Ba2 (LGD2/24%) rating on the $120 million Senior Secured
     Revolver -- assigned

  -- Ba2 (LGD2/22%) rating on the $50 million Senior Secured Term
     Loan --withdrawn

  -- Ba2 (LGD2/22%) rating on the $125 million Senior Secured
     Revolver - withdrawn

Headquartered in Valley City, Ohio, Shiloh Industries, Inc. is a
manufacturer of first operation blanks, engineered welded blanks,
complex stampings and modular assemblies for the automotive, heavy
truck and other industrial markets.


SPORTS COLLECTIBLES: U.S. Trustee to Hold Meeting to Form Panel
---------------------------------------------------------------
The United States Trustee for Region 3, will hold an
organizational meeting in the Chapter 11 cases of Sports
Collectibles Acquisition Corp. on October 2, 2008 at 11:00 a.m. at
J. Caleb Boggs Federal Building, 844 King Street, Room 5209 in
Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting,
and provide background information regarding the bankruptcy
cases.

                    About Sports Collectibles

Headquartered in West ChesterSports Collectibles Acquisition Corp.
-- http://www.bcsports.com/-- operates 45 retail stores located   
in regional shopping malls around the United States.  The company
offers sports related merchandise and apparel.

The company filed for Chapter 11 protection on September 21, 2008
(Bankr. D.Del. Case No. 08-12170).  Andrew C. Kassner, Esq. and
Howard A. Cohen, Esq. at Drinker Biddle & Reath LLP represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors it listed assets of $10 million to
$50 million and debts of $10 million to $50 million.


STAMFORD CENTER: Court Allows Firm to Continue Operations
---------------------------------------------------------
Monica Potts at The Advocate (Connecticut) reports that the
Stamford Center for the Arts Inc. said on Wednesday that the U.S.
Bankruptcy Court for the District of Connecticut has approved the
company's continued operations.

Citing Stamford Center's spokesperson Timothy Bannon, The Advocate
relates that institutions that have increased donations to the
center include downtown pharmaceutical company, Purdue Pharma,
with its "annual giving" increasing five-fold to $50,000 this
year.

Stamford Center's chairperson, Michael Widland, said that the
center had a series of successful shows, including Roberta Flack
and the Indigo Girls, The Advocate reports.  The state provided
other funds to help Stamford Center pay down other debts, the
report says.

According to The Advocate, Mayor Dannel Malloy said the city of
Stamford was working with its delegation to the General Assembly
so that "the state finds a way to make sure that we can, with
confidence, go forward and rebuild this institution."

                       About Stamford Center

Headquartered in Stamford, Connecticut, Stamford Center
for the Arts Inc. fkn Stamford Theatre Partnership --
http://www.stamfordcenterforthearts.org/-- was created by   
Champion International Corp., Pitney Bowes Inc. and F.D. Rich
Company Inc.  The Debtor filed for bankruptcy protection on Aug.
22, 2008 (Bankr. D.C. Case No.: 08-50773).  Patrick J. McHugh,
Esq., at Finn Dixon and Herling is the Debtor's counsel.  When the
Debtor filed for bankruptcy, it listed assets of $10,000,000 to
$50,000,000 and debts of $1,000,000 to $10,000,000.


STRATFORD NURSING: U.S. Trustee to Hold Meeting to Form Panel
-------------------------------------------------------------
The United States Trustee for Region 3, will hold an
organizational meeting in the Chapter 11 cases of Stratford
Nursing and Convalescent on October 7, 2008 at 10:00 a.m. at U.S.
Trustee's Hearing Room Bridge View, 800-840 Cooper Street, Suite
102 in Camden, New Jersey.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting,
and provide background information regarding the bankruptcy
cases.

                     About Stratford Nursing

Based in Stratford, New Jersey, Stratford Nursing and Convalescent
Center -- http://www.stratfordnursingcenter.com/-- is a  
rehabilitation institute.

The company filed for Chapter 11 protection on September 17, 2008
(Bankr. D.N.J. Case No. 08-27733).  Albert A. Ciardi, III, Esq.
and Nicole M. Nigrelli, Esq. at Ciardi Ciardi & Astin, P.C.
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors its listed assets
of $50,000 to $100,000 and debts of $1,000,000 to $10,000,000.


STRUCTURED ASSET: S&P Junks Ratings on Two Classes of Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M7 and M6 mortgage pass-through certificates issued by
Structured Asset Securities Corp.'s series 2004-S2.  At the same
time, S&P lowered its rating on the class M7, M6, M5, M4, and M3
mortgage pass-through certificates issued by Structured Asset
Securities Corp.'s series 2004-S3.  S&P also affirmed its ratings
on five other classes from these two Structured Asset Securities
Corp. transactions.
     
The downgrades reflect the deteriorating performance of the
collateral pools for series 2004-S2 and 2004-S3.  Monthly net
losses have outpaced excess interest, resulting in an erosion of
overcollateralization and a previously reported write-down to the
B class from series 2004-S2 and the M9 and M8 classes in series
2004-S3.
     
As of the September 2008 remittance period, severely delinquent
loans for series 2004-S2 and 2004-S3 were 4.48% and 5.35% of the
current pool balances, respectively.  Cumulative realized losses,
as a percentage of the original pool balances, were 4.41% for
series 2004-S2 and 4.97% for series 2004-S3.
     
The remaining classes from these series have adequate credit
support for the current ratings.  However, S&P will continue to
closely monitor these transactions.  If delinquencies continue to
translate into realized losses, S&P will take further negative
rating actions.
     
Seasoning for series 2004-S2 and 2004-S3 is 51 months and 47
months, and these series have outstanding pool factors of 6.19%
and 7.68%, respectively.   

A combination of excess interest, subordination, and O/C
originally provided credit support for these transactions.  
However, losses have continually exceeded excess interest,
depleting O/C to zero and causing the aforementioned principal
write-down, thereby impairing the credit support available to
these transactions.
     
The collateral for series 2004-S2 originally consisted of
subprime, fixed-rate, second-lien mortgage loans, and the
collateral for series 2004-S3 originally consisted of
conventional, 30-year, fixed-rate, fully amortizing and balloon
second-lien mortgage loans.

                        Ratings Lowered

                Structured Asset Securities Corp.
               Mortgage pass-through certificates

                                      Rating
                                      ------
                 Series     Class   To     From
                 ------     -----   --     ----
                 2004-S2    M6      B      BBB
                 2004-S2    M7      CCC    BBB-
                 2004-S3    M3      BBB    AA-
                 2004-S3    M4      BB     A
                 2004-S3    M5      B      A-
                 2004-S3    M6      CCC    BBB-
                 2004-S3    M7      CC     CCC


                        Ratings Affirmed
                 Structured Asset Securities Corp.
                Mortgage pass-through certificates

                    Series     Class     Rating
                    ------     -----     ------
                    2004-S2    A-SIO     AAA
                    2004-S2    M4        A-
                    2004-S2    M5        BBB+
                    2004-S3    M1        AA+
                    2004-S3    M2        AA


STURGIS IRON: Creditors Want Case Converted to Chapter 7
--------------------------------------------------------
Erik Larson of Bloomberg News reports that the Official Committee
of Unsecured Creditors in the bankruptcy of Sturgis Iron & Metal
Co. asked the U.S. Bankruptcy Court for the Western District of
Michigan on Sept. 27, 2008, to convert the Debtor's Chapter 11
case to Chapter 7.

According to the report, the Committee told the Court that the
Debtor is wasting money during its wind down and should
be taken over by a trustee.  Claims that aren't backed by
collateral will receive better recovery if the Debtor's case is
converted, according to the report.

Unsecured creditors, which seek $37.1 million, will get only
$865,000 under current conditions, the Committee said according to
the report.

                       About Sturgis Iron

Based in Sturgis, Michigan, Sturgis Iron & Metal Co., Inc. sells
ferrous metal scrap & waste in wholesale.  It also manufactures
secondary nonferrous metals, and provides pre-finishing iron or
steel processes services, finishing metal processing services, and
smelting metal services.

The company filed for chapter 11 protection on Apr. 4, 2008
(Bankr. W.D. Mich. Case No. 08-02966).  Jay L. Welford, Esq.,
Judith Greenstone Miller, Esq., Paige Barr, Esq., Paul R. Hage,
Esq. and Richard E. Kruger, Esq., at Jaffe Raitt Heuer & Weiss,
P.C. represent the Debtor in its restructuring efforts.  The
Debtor selected Kurtzman Carson Consultants LLC as claims agent.  
The U.S. Trustee for Region 9 appointed an Official Committee of
Unsecured Creditors in this case.  The Committee proposed Winston
& Strawn LLP as its counsel.

As reported in the Troubled Company Reporter on May 13, 2008, the
Debtor's summary of schedules shows total assets of $23,363,626
and total debts of $96,346,739.


SUPERIOR OIL: Posts $232,326 Net Loss in 2008 Second Quarter
------------------------------------------------------------
Superior Oil and Gas Co. reported a net loss of $232,326 on oil
and gas revenue of $15,546 for the second quarter ended June 30,
2008, compared with a loss of $356,649 on zero revenues for the
same period in 2007.

General and administrative expenses were $227,674 for the three
and six month period ended June 30, 2008, compared to $330,527 for
the same period in 2007.  The decrease in general and
administrative expenses in the three months ended June 30, 2008,
compared to 2007 was due primarily to decreases in financial
consulting and professional fees of approximately $166,000 and
$62,000, respectively, partially offset by increases of
approximately $14,000 in advertising, $13,000 in contract labor,
$11,000 in new project analysis and $65,000 in travel.

                          Balance Sheet

At June 30, 2008, the company's balance sheet showed $2,562,685 in
total assets, $2,377,370 in total liabilities, and $185,315 in
total stockholders' equity.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $44,699 in total current assets
available to pay $1,592,272 in total current liabilities.

Full-text copies of the company's financial statements for the
quarter ended June 30, 2008, are available for free at:

               http://researcharchives.com/t/s?3304

                       Going Concern Doubt

The company neither has sufficient cash on hand nor is it
generating sufficient revenues to cover its operating overhead.
In order to be able to complete the wells it is in the process of
drilling and completing and to produce those wells, the company
will be required to obtain significant funding.  

These factors cast substantial doubt as to the company's ability
to continue as a going concern.

                        About Superior Oil

Based in Calumet, Oklahoma, Superior Oil and Gas Co. (OTC BB:
SIOR) -- http://www.superioroilandgas.com/-- engages in the  
exploration, development, and production of oil and gas
properties.  It owns leases with 2,121 undeveloped acres in
Oklahoma and Texas.  Superior Oil & Gas primarily serves marketers
and other purchasers, as well as public utility companies.  The
company, formerly known as Red River Resources, Inc., was
incorporated in 1997.


TROPICANA ENTERTAIMENT: Files Notice for Evansville Asset Sale
--------------------------------------------------------------
Tropicana Entertainment LLC and its debtor-affiliates filed with
the U.S. Bankruptcy Court for the District of Delaware a notice of
bid deadline, public auction, and sale hearing with respect to
their Evansville assets.  A full-text copy of the notice can be
obtained for free at http://ResearchArchives.com/t/s?32f0

Debtor Aztar Riverboat Holding Company, LLC, entered into a
Securities Purchase Agreement on March 31, 2008, with Resorts
Indiana, LLC, as Buyer, and Eldorado Resorts, LLC, as Parent
Guarantor, for the sale of the Debtors' membership interests in or
the assets of Aztar Indiana Gaming Company, LLC.

The Court approved the Bidding Procedures on Sept. 16, 2008.  
Interested parties are invited to submit Qualifying Bids for the
Evansville Assets in accordance with the Bidding Procedures Order.

The deadline to submit a Qualifying Bid for the Evansville Assets
will be set by the Debtors, in consultation with the Official
Committee of Unsecured Creditors, the ad hoc group of the Debtors'
senior subordinated bondholders, Credit Suisse, as administrative
agent for the Debtors' OpCo prepetition secured lenders, and
Credit Suisse, as administrative agent for the Debtors' LandCo
prepetition secured lenders.

If the Debtors timely receive one or more Qualifying bids other
than from Resorts Indiana, LLC, and Eldorado Resorts, LLC, an
auction will be conducted.  The Debtors will determine the date,
time, and place of the Auction, if any.

Objections to the Sale Motion are due no later than 4:00 p.m., on
Nov. 7, 2008.

The Sale Hearing will be held on Nov. 18, 2008.

The Debtors also reserve their rights, in the exercise of their
fiduciary duties and in consultation with their creditor
constituencies, to modify the Bidding Procedures or impose, at or
before the Auction, additional customary terms and conditions on
the Evansville Assets sale.

                   About Tropica Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary
of          
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a   
plan through and including January 12, 2009, and to solicit votes
on the plan through and including March 13, 2009.

(Tropicana Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or        
215/945-7000)


TROPICANA ENT: Trustee Picks Cordish as Lead Bidder, Blocks Sale
----------------------------------------------------------------
The Casino Control Commission disclosed that the state-appointed
trustee and conservator of the Tropicana Atlantic City Casino &
Resort has entered into negotiations with The Cordish Company
concerning its proposal to purchase the Tropicana Atlantic City
Casino in cash and securities aggregating $700,000,000.

After conducting a thorough auction process, conservator Gary S.
Stein and his investment banker, Moelis & Company, identified
Cordish as a leading bidder for a number of reasons, including
the price and consideration offered, well as Cordish's
capabilities and track record of success in gaming, real estate
development, and management.  Cordish has indicated to Mr. Stein
that it is prepared to complete its due diligence and move
forward expeditiously.

Under the terms of the proposed transaction, Cordish would acquire
substantially all of the assets of Adamar, which consist of the
Tropicana Casino & Resort.  Mr. Stein expects to ask the
commission for approval to designate Cordish as the lead bidder,
or stalking horse, in a Section 363 proceeding.  The transaction
is also subject to completion of a definitive asset purchase
agreement, approval of the commission, and various other
conditions.

The commission voted on Dec. 12, 2007, not to renew the  
Tropicana's casino license, formerly held by Adamar of New
Jersey.  That vote triggered a trust through which Mr. Stein, a
retired justice of the New Jersey State Supreme Court, controls
the stock of Adamar.  The commission subsequently named Mr. Stein
as conservator.  Title to all of Adamar's assets was
automatically transferred to the conservator and he was charged
with selling the casino hotel complex while keeping it open and
operating.

The Cordish Company is one of the largest real estate developers
in the world with extensive expertise in gaming and lodging,
entertainment and mixed-use projects, sports anchored
developments, and retail, office and residential construction.  
Many of Cordish's developments involve public/private
partnerships, including The Walk in Atlantic City.

                 Tropicana Entertainment's Statement

Tropicana Entertainment LLC, asserted in a press statement that
Cordish's offer is below the value of Tropicana Atlantic City and
that it intends to block the proposed sale:

Tropicana Entertainment Chief Executive Officer Scott Butera said
that the reported indication of interest by Cordish & Co. in the
purchase of the Tropicana City Casino and Resort in Atlantic City
is likely to be below the underlying value of the asset and that
Tropicana intends to pursue legal and other strategic alternatives
to block that proposed sale by the New Jersey state appointed
conservator of the casino.

According to Mr. Butera, the securities that Cordish is said
to be putting up for the purchase are likely to be well below the
stated value, thus making highly suspect the $700,000,000 sale
price referenced in media reports yesterday.  Given the softness
in the $700,000,000 number, Mr. Butera is urging conservator
Judge Gary Stein to make the Cordish term sheet public so that
all of Tropicana's constituents, including taxpayers and
officials of New Jersey state and city government, can fully
evaluate the actual value of the deal being proposed.

Mr. Butera asserted that current economic conditions, an
unexpected decline in the gaming business in New Jersey, and a
mandated deadline for the sale have combined to produce
unreasonably low offers for the casino property.  He also pointed
out that the reported term sheet from Cordish, even if the value
of the securities portion could be substantiated, is well below
previously reported offers.

"The purported price for the Atlantic City property understandably
reflects a fire sale mentality on the part of prospective buyers
who see an extraordinary opportunity in a depressed market, which
creates a windfall at the expense of other innocent parties," Mr.
Butera said.

"That's why we have proposed working cooperatively with the
New Jersey Casino Control Commission to assume control of the
property," Mr. Butera continued.  "By incorporating the Atlantic
City operations into the Tropicana family, we expect to stabilize
and improve operations and build a stronger, more financially
healthy brand.  In the end, we believe that our plan would
maximize the Atlantic City assets in a way that a sale process
cannot possibly achieve at this time.

"Under the circumstances," he concluded, "our process represents
the most equitable course for determining the highest and best use
for the Atlantic City assets, an outcome which is in keeping with
our fiduciary obligations to creditors, employees, customers,
local communities and taxpayers."

                   About Tropica Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary
of          
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a   
plan through and including January 12, 2009, and to solicit votes
on the plan through and including March 13, 2009.

(Tropicana Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or        
215/945-7000)


TRIBUNE CO: Fitch Sees Limited Margin of Error on Debt Covenants
----------------------------------------------------------------
Fitch Ratings has published an in-depth analysis of media &
entertainment sector liquidity titled 'Liquidity Focus: U.S. Media
& Entertainment'. Fitch has stated in previous reports that as
Lehman Brothers lending capacity is withdrawn; overlapping
exposure of Bank of America/Merrill Lynch and Citigroup/Wachovia
are addressed; and as possibly more institutions are merged, the
systemic reduction in lending capacity could exacerbate the
already tight conditions resulting from the credit crisis. The
report released today emphasizes that due to these factors,
Fitch's ratings and analysis of corporate liquidity are weighted
more heavily toward internal sources of funds: cash holdings and
cash generated from operations.

Key conclusions include:

   -- Liquidity for the media & entertainment sector is generally
      healthy, with latest 12 months (LTM) free cash flow, as of
      June 30, 2008, of $18.1 billion and balance-sheet cash of
      $21.0 billion. Assuming LTM free cash flow is a proxy for
      future free cash flow, internal liquidity exceeds 2008,
      2009 and 2010 maturities of $6.2 billion (includes any
      commercial paper borrowings), $10.2 billion and
      $12.4 billion, respectively.

   -- Not surprisingly, the major conglomerates -- including
      The Walt Disney Company (Disney), News Corporation
      (News Corp.), Time Warner Inc. (Time Warner) and Viacom
      Inc. (Viacom) -- are currently the best positioned to
      weather the current financial market conditions, as these
      companies benefit from strong and stable operating
      liquidity, diversity of revenues (non-advertising),
      meaningful amounts of capacity in the form of cash on hand
      and revolver availability, as well as longer-dated
      maturities.

   -- Within the portfolio, there is no significant Lehman
      Brothers exposure in bank facility commitments. When
      present, Lehman's commitments were typically lower than
      10% of a company's total bank revolver. While it is
      possible that other banks assume at least a portion of
      Lehman's commitments, the failure of such would not
      result in a material credit event for the portfolio.

   -- There is also limited overlap between Wachovia/Citibank
      and Bank of America/Merrill Lynch on most bank facilities
      in Fitch's portfolio. Importantly, the limited instances
      of overlap occur on facilities that Fitch expects will
      have sufficient availability when they come due for
      re-financing.

   -- The tightening of the commercial paper market does not
      cause a material concern for Fitch as the media &
      entertainment sector is not a major CP issuer.  
      Importantly, the majority of CP balances outstanding in
      Fitch's portfolio are covered by balance sheet cash at
      June 30, 2008. In addition, the majority of CP issuers
      have material availability under their revolving credit
      facilities with commitments from banks such as Bank of
      America, JP Morgan, Citibank, Deutsche Bank, Barclays,
      HSBC, Royal Bank of Scotland, Mizuho and Bank of Tokyo-
      Mitsubishi.

   -- Fitch estimates that The McClatchy Company (McClatchy)
      had very little cushion in its previous 2.75 times (x)
      interest coverage covenant prior to announcing an
      amendment to its credit agreement on Sept. 26, 2008.
      The amendment revised the interest coverage ratio
      initially down to 2.25x from 2.75x, and leverage to 6.25x
      from 5x. Both ratios loosen further in 2009, providing
      additional flexibility at the expense of revolver capacity,
      pricing and other restrictions (security, dividends, etc.).
      Tribune Company has a very limited margin of error in
      relation to its debt covenants. Fitch estimates that
      (assuming all else equal), less than a 10% drop in EBITDA
      for Tribune could put them at risk of breaching their
      guaranteed leverage ratio.

   -- Although facing both cyclical and secular threats, the
      media & entertainment industry is characterized by
      relatively predictable revenue streams and high margins.
      High free cash flow conversion is supported by limited
      working-capital swings, low capital expenditure, and
      (sometimes) low cash taxes. Fitch believes these factors
      make some media companies relatively attractive borrowers
      for banks and bondholders, even under more selective market
      conditions.


TS TELECOM: Fails to File Annual Report, Issues Default Notice
--------------------------------------------------------------
TS Telecom, Ltd. said that it issued a notice of default on Sept.
26, 2008, after it was unable to file on July 29, 2008, its annual
financial statements for the year ended March 31, 2008.

The company said that its expects to file the financial statements
by Sept. 29, 2008.  The company, however, did not issue an updated
regarding the matter.  In the event it fails to file the financial
statements, the securities commissions may impose an issuer cease
trade order on the company, the company lamented.

Furthermore, an issuer CTO may be imposed if it fails to file its
default status reports as required in the accordance with CSA
Staff Notice 57-301, the company continued.

The company's auditors are now in possession of the requested
financial information from TS Telecom Technologies Limited and a
draft of the audit report was completed.

Headquartered in Markham, Ontario, TS Telecom, Ltd. --
http://www.tstelecom.com/-- is a telecommunication system  
provider.  The company's shares are traded on the TSX Venture
Exchange in Canada and the shares of its principal subsidiary are
traded on the Growth Enterprises Market of the Hong Kong Stock
Exchange.


TURKEY LAKE: Ordered to Obtain New Counsel to Keep Case
-------------------------------------------------------
Judge Arthur Briskman of the U.S. Bankruptcy Court in Orlando has
ordered Turkey Lake Partners LLC to obtain new counsel or correct
a matter pending before the court in order for its bankruptcy case
to continue, Sara K. Clarke of the  Orlando Sentinel reported
Tuesday.

According to the report, the case was stalled because there is
nothing in court records to indicate that the company's New York-
based lawyer, Raymond Sussman, is permitted to appear before the
Court.

Turkey Lake Partners filed for Chapter 11 bankruptcy protection,
more than a year after its condominium-hotel project near SeaWorld
Orlando put all sales on hold, Sara K. Clarke of the  Orlando
Sentinel reported Tuesday.

Turkey Lake Partners LLC, doing business as Sage Resorts, planned
to build a 10-story, 260-unit condo-hotel on 5.4 acres near Big
Sand Lake.

The petition, filed Sept. 12 in U.S. Bankruptcy Court in Orlando,
did not include a list of the largest unsecured creditors, as
required by the Court.

A meeting for creditors is scheduled for Oct. 20 in Orlando
bankruptcy court.

                    About Turkey Lake Partners

Based in Brooklyn, New York, Turkey Lake Partners LLC is a single
asset real estate debtor.  The company filed for Chapter 11 relief
on Sept. 12, 2008 (Case No. 08-10874).  Raymond S. Sussmasn, Esq.
represents the Debtor as counsel.  When the company filed for
protection from its creditors, it listed assets and debts of
$1 million to $10 million.


UBS CDS: Moody's Junks, Reviews Rating on $40 Million Notes
-----------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade the following note issued by UBS CDS
Ref.#37395430:

Class Description: Trade Ref. # 37395430 $40,000,000 Credit
Derivative Transaction due June 15, 2014

  -- Prior Rating: Aa3
  -- Prior Rating Date: 6/30/2006
  -- Current Rating: Caa2, on review for possible downgrade

According to Moody's, the rating action is a result of the
deterioration in the credit quality of the transaction's
underlying collateral pool consisting primarily of structured
finance securities.


US WEB: To Sell Assets for $100,000, Plus Assumption of Debts
-------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that US Web, Inc., has a
contract to sell assets to a newly formed company.  The report
says a 25% shareholder and vice-president for sales at US Web is a
part owner of Newco.  The sale is subject to higher and better
offers at an auction.

The price is $100,000 cash, plus the assumption of specified
liabilities, together with a formula based on accounts
receivable and inventory, according to the report.  Court papers
did not indicate when bids would be due or the auction would be
held, according to the report.

The Debtor also filed schedules of assets and liabilities with the
U.S. Bankruptcy Court for the Eastern District of New York showing
property on the books for $5.4 million against $18.2 million
debt, according to the report.  Secured creditors are owed
$12.6 million, according to the report.  Unsecured claims are
$5.4 million, according to the report.

Huntington, New York-based US Web, Inc., produces a variety of
direct-response materials, including sheetfed and continuous
forms, publication insert cards, postcards, mailers, brochures and
more.

On August 18, 2008, the Debtor filed for Chapter 11 bankruptcy
protection (Bankr. E.D. N.Y. Case No. 08-74421).  Lori K. Sapir,
Esq., at Silverberg Stonehill Goldsmith & Haber represents the
Debtors in its restructuring efforts.  In its filing, the Debtor
listed between $10 million to $50 million in estimated assets and
between $10 million to $50 million in estimated debts.


U.S. HELICOPTER: June 30 Balance Sheet Upside-Down by $12,705,166
-----------------------------------------------------------------
U.S. Helicopter Corporation's balance sheet at June 30, 2008,  
showed total assets of $3,344,298 and total liabilities of
$16,049,464, resulting in a $12,705,166 stockholders' deficit.

At June 30, 2008, the company's balance sheet also showed strained
liquidity with $1,303,373 in total current assets available to pay
$12,001,353 in total current liabilities.

The company reported a net loss of $3,208,038 on net revenues of
$1,099,199 for the second quarter ended June 30, 2008, compared
with a net loss of $3,449,050 on net revenues of $883,202 in the
corresponding period last year.

The increase in total revenues is attributable to increased
passenger counts in 2008 versus 2007 and a higher net fare.  
The decrease in net loss loss is due to lower expense levels and
an increase in revenue.

At June 30, 2008, cash and cash equivalents were $203,719.  As of
June 30, 2008, the company had a working capital deficit of  
$10,697,978 as compared to $3,313,797 at June 30, 2007.  

Full-text copies of the company's financial statements for the
quarter ended June 30, 2008, are available for free at:

               http://researcharchives.com/t/s?3305

                       Going Concern Doubt

The company has incurred losses since inception and has
experienced negative cash flows from operations.  The expansion
and development of the company's business will likely require
additional capital.  These conditions raise substantial doubt
about the company's ability to continue as a going concern.

                      About U.S. Helicopter

Headquartered in New York, U.S. Helicopter Corp. (OTC: USHP.OB)  
-- http://www.flyush.com/-- provides scheduled and charter  
passenger helicopter services in the United States.  It operates
scheduled flights connecting Manhattan with Newark Liberty
International Airport and John F. Kennedy International Airport.
U.S. Helicopter Corporation was founded in 2003.


ULTITEK LTD: June 30 Balance Sheet Upside-Down by $1,505,528
------------------------------------------------------------
Ultitek, Ltd.'s consolidated balance sheet at June 30, 2008,
showed $1,116,772 in total assets and $2,622,300 in total
liabilities, resulting in a $1,505,528 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,036,533 in total current assets
available to pay $2,240,004 in total current liabilities.

The company reported a net loss of $1,327,198 on revenues of
$683,158 for the second quarter ended June 30, 2008, compared with
a net loss of $1,010,294 on revenues of $686,293 in the same
period last year.

Selling, general and administrative expenses (SG&A) increased by
$331,118, or approximately 39.7%, from $833,192 for the three
months ended June 30, 2007, to $1,164,310 for the three months
ended June 30, 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?3310

                       Going Concern Doubt

The company incurred a net loss of $1,327,198 for the three months
ended June 30, 2008, and had an accumulated deficit of $14,192,825
at June 30, 2008.  Even if the company is able to raise sufficient
capital to support its operating expenses and generate adequate
revenues, there can be no assurances that the revenue will be
sufficient to enable it to develop business to a level where it
will generate profits and cash flows from operations.  

These matters raise substantial doubt about the company˙s ability
to continue as a going concern.

                       About Ultitek, Ltd.

Headquartered in Englewood Cliffs, N.J., Ultitek, Ltd. (OTC BB:
UITK.OB) -- http://www.ultitek.com/ -- is engaged in the  
licensing and management of its multi-purpose software system,
known as the Ultitek System, to airlines located in Russia and its
provinces.  This software is used by airlines to manage their
reservation, global distribution and operating systems.  The
company conducts its operations through its wholly-owned  
subsidiary, Transport Automation Information Systems, or TAIS.  
The company currently operates its business in Russia.


VIASPACE INC: Settles Dispute & Issues Shares to YA Global
----------------------------------------------------------
On September 8, 2008, VIASPACE Inc. and YA Global Investments,
L.P., formerly known as Cornell Capital Partners, L.P. and another
related party entered into a Settlement Agreement, whereby the
parties agreed, subject to certain conditions, to completely and
forever settle any and all of their disputes and claims with each
other as well as render null and void any and all prior agreements
between the parties including the warrant agreements dated
November 2, 2006, amendment to warrant agreement dated March 7,
2007, Securities Purchase Agreement dated March 7, 2007,
Registration Rights Agreement dated March 7, 2007, and Irrevocable
Transfer Agent Instructions dated November 2, 2006.

YA Global served a Complaint against the Company on April 24,
2008, claiming that they were entitled to additional warrants at a
price lower than the revised exercise price of the warrants that
was established on March 7, 2007.  The company has categorically
denied YA Global's claims.  The Agreement provides for full and
complete resolution of the dispute under the complaint subject
only to certain conditions being fulfilled related to delivery and
execution of consideration under the Agreement.  As a result,
other than what is agreed to be provided under the terms of the
Agreement, the company has no continuing obligation to YA Global.

Pursuant to the Agreement, the company has agreed to issue YA
Global 22,500,000 restricted shares of Company common stock.  As a
condition to the Agreement, YA Global has a right to pursue the
removal of the restrictive legend on the Shares by several means
including (i) a Fairness Hearing pursuant to Section 3(a) (10) of
the Securities Act of 1933, as amended in New Jersey; (ii) an SEC
Rule 144 legal opinion; or (iii) a registration statement.  The
Agreement further provides, that in certain, limited circumstances
arising from defined events of default, the company may be
required to issue additional shares -- not to exceed 22,500,000
shares -- to YA Global if the default is not cured within the
prescribed time period.

A full-text copy of the Settlement Agreement is available for free
at http://researcharchives.com/t/s?3303

On September 10, 2008, the Company issued to YA Global, pursuant
to the Agreement, 22,500,000 shares of the company's common stock.  
The shares to YA Global were not registered under the Securities
Act of 1933, as amended.  

                       About Viaspace Inc.

Based in Pasadena, California, VIASPACE Inc. (OTC BB: VSPC)
-- http://www.VIASPACE.com/-- founded in 1998 with the objective   
of transforming proven space and defense technologies from NASA
and the Department of Defense into hardware and software solutions
that solve today's complex problems, Viaspace benefits from
important patent and software licenses from Caltech, which manages
NASA's Jet Propulsion Laboratory.

                       Going Concern Doubt

Goldman Parks Kurland Mohidin LLP, in Encino, California,
expressed substantial doubt about VIASPACE Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditing firm pointed to the company's recurring losses
from operations, accumulated deficit and shareholders' deficit at
Dec. 31, 2007.

For the three months ended June 30, 2008, the company posted a net
loss of $1,901,000 on revenues of $67,000, compared with a net
loss of $2,102,000 on revenues of $132,000 in the same period in
2007.


WACHOVIA CORP: Moody's Puts Deposit and Debt Ratings Under Review
-----------------------------------------------------------------
Moody's placed Wachovia Corporation's senior and subordinated debt
ratings (senior at A1) and the deposit and debt ratings of
Wachovia banks and thrifts (deposits at Aa2) under review
direction uncertain.  Moody's lowered Wachovia's preferred stock
rating to Ba3 from A3 and placed it under review with direction
uncertain.  Moody's also placed the B financial strength rating of
Wachovia's bank and thrifts on review for possible downgrade.  The
Prime-1 rating on the bank, and the Prime-1 commercial paper
rating on Wachovia Corporation were affirmed.

Moody's rating action follows the announcement that Citigroup will
acquire the bank and thrift assets of Wachovia Corporation for
$2.1 billion.  Citigroup also announced that it will assume the
senior and subordinated debt, including the junior subordinated
debt of Wachovia Corporation.  Citigroup will not acquire
Wachovia's retail brokerage operations, Wachovia Securities, or
Wachovia's asset management operations, Evergreen.  These
operations will remain with Wachovia Corporation.

In response to this transaction Moody's placed the ratings of
Citigroup Inc. and Citibank under review for possible downgrade.
Moody's said that Wachovia Corporation's deposit, senior and
subordinated debt ratings will be dependent on the outcome of its
review of Citigroup, Inc.'s ratings.

Citigroup's ratings on review for possible downgrade include
Citibank N.A.'s B financial strength rating and Aa1 deposit and
other senior obligations ratings.  Also under review for possible
downgrade are Citigroup, Inc.'s Aa3 senior debt rating, A1
subordinated debt rating, and A2 preferred securities rating.

Because Wachovia's bank and holding company ratings are lower than
Citigroup's, Moody's placed Wachovia's senior and subordinated
debt ratings on review with direction uncertain.  That is, if
Citigroup's ratings are confirmed, Wachovia's ratings could be
raised.  If Citigroup's ratings are lowered, then Wachovia's
ratings could be confirmed or lowered depending on the level of
downgrades for Citigroup, said Moody's.

Wachovia Bank's B financial strength rating, which is at the same
level as Citibank's financial strength rating, is under review for
possible downgrade.

The severe downgrade of Wachovia Corporation's preferred stock to
Ba3 from A3 reflects the expected substantial increase in leverage
at the holding company, whose major assets will be the operations
of the retail brokerage Wachovia Securities and Evergreen Asset
Management.  The review with direction uncertain reflects the
uncertainty regarding the future financial profile of Wachovia
Corporation.  Key considerations that will determine the future
rating direction for the preferred stock include the strategic and
financial plans for the newly constituted holding company, its
capital structure, and the operating earnings of this entity given
its new business mix.

Rating action are:

Downgrades:

Issuer: First Fidelity Bancorporation

  -- Preferred Stock Preferred Stock, Downgraded to Ba3 from A3

Issuer: Wachovia Corporation

  -- Multiple Seniority Shelf, Downgraded to (P)Ba3 from (P)A3
  -- Preferred Stock Preferred Stock, Downgraded to Ba3 from A3
  -- Preferred Stock Shelf, Downgraded to (P)Ba3 from (P)A3

Issuer: Wachovia Preferred Funding Corp.

  -- Preferred Stock Preferred Stock, Downgraded to Ba3 from A3
  -- On Review for Possible Downgrade:

Issuer: Wachovia Bank, N.A.

  -- Bank Financial Strength Rating, Placed on Review for Possible
     Downgrade, currently B

Issuer: World Savings Bank, FSB

  -- Bank Financial Strength Rating, Placed on Review for Possible
     Downgrade, currently B

  -- On Review Direction Uncertain:

Issuer: Central Fidelity Capital Trust I

  -- Preferred Stock Preferred Stock, Placed on Review Direction
     Uncertain, currently A2

Issuer: Congress Financial Capital Company

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     Direction Uncertain, currently A1

Issuer: CoreStates Capital I

  -- Preferred Stock Preferred Stock, Placed on Review Direction
     Uncertain, currently A2

Issuer: CoreStates Capital II

  -- Preferred Stock Preferred Stock, Placed on Review Direction
     Uncertain, currently A2

Issuer: CoreStates Capital III

  -- Preferred Stock Preferred Stock, Placed on Review Direction
     Uncertain, currently A2

Issuer: First Union Capital I

  -- Preferred Stock Preferred Stock, Placed on Review Direction
     Uncertain, currently A2

  -- Preferred Stock Shelf, Placed on Review Direction Uncertain,
     currently (P)A1

Issuer: First Union Capital II

  -- Preferred Stock Preferred Stock, Placed on Review Direction
     Uncertain, currently A2

Issuer: First Union Capital III

  -- Preferred Stock Shelf, Placed on Review Direction Uncertain,
     currently (P)A2

Issuer: First Union Institutional Capital I

  -- Preferred Stock Preferred Stock, Placed on Review Direction
     Uncertain, currently A2

Issuer: First Union National Bank of Florida

  -- Subordinate Regular Bond/Debenture, Placed on Review
     Direction Uncertain, currently Aa3

Issuer: Golden West Financial Corporation

  -- Issuer Rating, Placed on Review Direction Uncertain,
     currently A1

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     Direction Uncertain, currently A1

Issuer: Meridian Bancorp, Inc.

  -- Multiple Seniority Shelf, Placed on Review Direction
     Uncertain, currently (P)A3

Issuer: South Carolina National Corporation

  -- Subordinate Medium-Term Note Program, Placed on Review
     Direction Uncertain, currently A2

Issuer: SouthTrust Bank

  -- Subordinate Regular Bond/Debenture, Placed on Review
     Direction Uncertain, currently Aa3

Issuer: SouthTrust Bank of Georgia, N.A. (Old)

  -- Subordinate Regular Bond/Debenture, Placed on Review
     Direction Uncertain, currently A2

Issuer: SouthTrust Corporation

  -- Subordinate Regular Bond/Debenture, Placed on Review
     Direction Uncertain, currently A2

Issuer: Wachovia Bank, N.A.

  -- Issuer Rating, Placed on Review Direction Uncertain,
     currently Aa2

  -- OSO Senior Unsecured OSO Rating, Placed on Review Direction
     Uncertain, currently Aa2

  -- Multiple Seniority Bank Note Program, Placed on Review
     Direction Uncertain, currently Aa3

  -- Multiple Seniority Medium-Term Note Program, Placed on Review
     Direction Uncertain, currently Aa3

  -- Subordinate Bank Note Program, Placed on Review Direction
     Uncertain, currently Aa3

  -- Subordinate Conv./Exch. Bond/Debenture, Placed on Review
     Direction Uncertain, currently Aa3

  -- Subordinate Regular Bond/Debenture, Placed on Review
     Direction Uncertain, currently Aa3

  -- Senior Unsecured Bank Note Program, Placed on Review
     Direction Uncertain, currently Aa2

  -- Senior Unsecured Deposit Note/Takedown, Placed on Review
     Direction Uncertain, currently Aa2

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Placed on Review
     Direction Uncertain, currently Aa2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review      
     Direction Uncertain, currently Aa2

  -- Senior Unsecured Deposit Rating, Placed on Review Direction
     Uncertain, currently Aa2

Issuer: Wachovia Bank, N.A. (Old)

  -- Senior Unsecured Bank Note Program, Placed on Review
     Direction Uncertain, currently Aa3

  -- Senior Unsecured Medium-Term Note Program, Placed on Review      
     Direction Uncertain, currently Aa3

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     Direction Uncertain, currently Aa3

Issuer: Wachovia Capital Trust I

  -- Preferred Stock Preferred Stock, Placed on Review Direction
     Uncertain, currently A2

Issuer: Wachovia Capital Trust II

  -- Preferred Stock Preferred Stock, Placed on Review Direction
     Uncertain, currently A2

Issuer: Wachovia Capital Trust III

  -- Preferred Stock Preferred Stock, Placed on Review Direction
     Uncertain, currently A3

  -- Preferred Stock Shelf, Placed on Review Direction Uncertain,
     currently (P)A2

Issuer: Wachovia Capital Trust IV

  -- Preferred Stock Preferred Stock, Placed on Review Direction
     Uncertain, currently A2

Issuer: Wachovia Capital Trust IX

  -- Preferred Stock Preferred Stock, Placed on Review Direction
     Uncertain, currently A2

  -- Preferred Stock Shelf, Placed on Review Direction Uncertain,
     currently (P)A3

Issuer: Wachovia Capital Trust V

  -- Preferred Stock Preferred Stock, Placed on Review Direction
     Uncertain, currently A2

Issuer: Wachovia Capital Trust VII

  -- Preferred Stock Shelf, Placed on Review Direction Uncertain,
     currently (P)A2

Issuer: Wachovia Capital Trust VIII

  -- Preferred Stock Shelf, Placed on Review Direction Uncertain,
     currently (P)A2

Issuer: Wachovia Capital Trust X

  -- Preferred Stock Preferred Stock, Placed on Review Direction
     Uncertain, currently A2

  -- Preferred Stock Shelf, Placed on Review Direction Uncertain,
     currently (P)A3

Issuer: Wachovia Capital Trust XI

  -- Preferred Stock Shelf, Placed on Review Direction Uncertain,      
     currently (P)A3

Issuer: Wachovia Capital Trust XII

  -- Preferred Stock Shelf, Placed on Review Direction Uncertain,
     currently (P)A3

Issuer: Wachovia Capital Trust XIII

  -- Preferred Stock Shelf, Placed on Review Direction Uncertain,
     currently (P)A3

Issuer: Wachovia Capital Trust XIV

  -- Preferred Stock Shelf, Placed on Review Direction Uncertain,
     currently (P)A2

Issuer: Wachovia Capital Trust XV

  -- Preferred Stock Shelf, Placed on Review Direction Uncertain,
     currently (P)A3

Issuer: Wachovia Corporation

  -- Junior Subordinated Shelf, Placed on Review Direction
     Uncertain, currently (P)A2

  -- Multiple Seniority Medium-Term Note Program, Placed on Review
     Direction Uncertain, currently A2

  -- Multiple Seniority Shelf, Placed on Review Direction
     Uncertain, currently (P)A2

  -- Subordinate Medium-Term Note Program, Placed on Review
     Direction Uncertain, currently A2

  -- Subordinate Regular Bond/Debenture, Placed on Review
     Direction Uncertain, currently A2

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Placed on Review
     Direction Uncertain, currently A1

  -- Senior Unsecured Medium-Term Note Program, Placed on Review
     Direction Uncertain, currently A1

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     Direction Uncertain, currently A1

Issuer: Wachovia Corporation (Old)

  -- Multiple Seniority Shelf, Placed on Review Direction
     Uncertain, currently (P)A2

  -- Subordinate Regular Bond/Debenture, Placed on Review
     Direction Uncertain, currently A2

  -- Senior Subordinated Regular Bond/Debenture, Placed on Review
     Direction Uncertain, currently A2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     Direction Uncertain, currently A1

Issuer: Western Financial Bank, F.S.B.

  -- Subordinate Regular Bond/Debenture, Placed on Review
     Direction Uncertain, currently Aa3

Issuer: World Savings Bank, FSB

  -- Issuer Rating, Placed on Review Direction Uncertain,
     currently Aa2

  -- OSO Senior Unsecured OSO Rating, Placed on Review Direction
     Uncertain, currently Aa2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     Direction Uncertain, currently Aa2

  -- Senior Unsecured Deposit Rating, Placed on Review Direction
     Uncertain, currently Aa2

Outlook Actions:

Issuer: Central Fidelity Capital Trust I

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Congress Financial Capital Company

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: CoreStates Capital I

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: CoreStates Capital II

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: CoreStates Capital III

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: First Fidelity Bancorporation

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: First Union Capital I

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: First Union Capital II

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: First Union Capital III

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: First Union Institutional Capital I

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: First Union National Bank of Florida

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Golden West Financial Corporation

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Meridian Bancorp, Inc.

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: South Carolina National Corporation

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: SouthTrust Bank

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: SouthTrust Bank of Georgia, N.A. (Old)

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: SouthTrust Corporation

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Wachovia Bank, N.A.

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Wachovia Bank, N.A. (Old)

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Wachovia Capital Trust I

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Wachovia Capital Trust II

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Wachovia Capital Trust III

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Wachovia Capital Trust IV

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Wachovia Capital Trust IX

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Wachovia Capital Trust V

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Wachovia Capital Trust VII

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Wachovia Capital Trust VIII

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Wachovia Capital Trust X

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Wachovia Corporation

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Wachovia Corporation (Old)

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Wachovia Preferred Funding Corp.

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Western Financial Bank, F.S.B.

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: World Savings Bank, FSB

  -- Outlook, Changed To Rating Under Review From Negative

Wachovia Corporation is headquartered in Charlotte, North
Carolina.  Its reported assets as of June 30, 2008 were
$812 billion.


WACHOVIA CORP: Fitch Cuts IDR to 'BB-'; Puts on Developing Watch
----------------------------------------------------------------
The strategic benefits of Citigroup Inc.'s acquisition of Wachovia
Corporation's retail, corporate/investment and private banking
operations are tempered by Citi's own escalating asset quality
challenges, according to Fitch Ratings.  Fitch has placed Citi's
'AA-' long-term Issuer Default Rating on Rating Watch Negative
following the announced agreement.

Separately, Fitch has placed Wachovia Bank on Rating Watch
Evolving and downgraded Wachovia Corporation's long-term IDR to
'BB-' from 'A+'.

In exchange for all its bank operations, Wachovia Corporation will
receive approximately $2.2 billion in Citigroup stock.  In
addition, Wachovia Corporation is expected to be left with two
operating businesses, Wachovia Securities and Evergreen Asset
Management.  The balance sheet is expected to be funded with the
remaining $9.8 billion in outstanding preferred stock and several
billion in equity.  There is a meaningful possibility that the
earnings of the remaining businesses will be strong enough to
service the preferred dividends.  Alternatively, it is possible
that a merger partner may emerge for the residual Wachovia
Corporation.  Fitch's downgrade of Wachovia Corporation reflects
Fitch's view of the considerable uncertainty surrounding these
assumptions, particularly as Wachovia Securities would be carved
away from the bank and no longer benefit from existing synergies.

Fitch expects Citigroup to post bottom line losses yet again in
third-quarter 2008 as U.S. consumer problems and other charges
weigh on results.  If Citi's losses continue in future quarters
and asset quality problems continue to escalate, notwithstanding
the acquisition of Wachovia, then Fitch will likely downgrade
Citi's ratings, though likely not below the 'A+' level.  On the
other hand, if profitability is restored and asset quality issues
begin to stabilize, then there is the possibility that the Rating
Watch Negative could be removed.

For Wachovia bank creditors, the Citigroup transaction strengthens
their credit position although Wachovia Corporation preferred
holders' position will hinge on the retail brokerage business,
which will comprise most of Wachovia's remaining operations if
this transaction is completed.

The FDIC-assisted transaction is expected to close on Dec. 31,
2008 and is subject to approval by Wachovia shareholders and the
Federal Reserve. FDIC approval has already been received.

This acquisition is considered a net strategic positive by
substantially increasing Citi's retail and middle market banking
franchises in the United States.  Citi's deposit share in the U.S.
is estimated to increase from 3.4% to 9.8% once this deal closes.  
Worldwide, total deposits are expected to exceed $1.2 trillion and
total assets are expected to reach $2.9 trillion.  Integration of
operations will be challenging given the scope of this
transaction, but potential expense synergies are considerable.

As part of the deal, Citi will receive loss protection from the
FDIC on a pool of Wachovia's assets totaling $312 billion,
consisting of $156 billion of residential mortgages, $100 billion
of commercial real estate, and $56 billion of other assets.  At
closing, a purchase accounting adjustment of $30 billion will be
taken on this pool.  Thereafter, Citi's losses on that portfolio
will be capped at a total of $12 billion, up to a maximum of
$4 billion per year for the next three years.  The FDIC is
responsible for any losses exceeding this amount.

To compensate the FDIC for its loss protection arrangement, Citi
is issuing preferred stock and warrants to the FDIC with a fair
value of $12 billion.  In addition, Citi plans to issue $10
billion of common stock to the public markets and cut the common
dividend by 50%.  On a proforma basis, the Tier I ratio would
stand at 8.8% and the Leverage ratio at 5.2%.  These ratios factor
in regulatory capital relief on the $312 billion asset pool.  The
pending sale of Citi's German retail operations would add
approximately 50 basis points to the Tier I ratio.

Most Wachovia bank level ratings have been placed on Rating Watch
Evolving, reflecting potential credit improvement if this
transaction closes as proposed, as well as potential downside if
the transaction does not close and absent a similar or better
transaction.  Under the proposed transaction, depositors and other
creditors, including all senior unsecured, subordinated debt and
trust preferred holders, of Wachovia's bank subsidiaries will
become depositors and creditors of Citigroup or one of its
subsidiaries.  

If shareholders fail to approve the transaction, absent a
competing offer, ratings for most bank obligations would likely
deteriorate significantly.  Similarly, because in the proposed
transaction, Citigroup would assume all senior and subordinated
debt of Wachovia Corporation, those obligations are also placed on
Rating Watch Evolving.

Fitch has placed these ratings on Rating Watch Negative:

Citigroup Inc.
  -- Long-term IDR 'AA-';
  -- Individual 'B';
  -- Senior unsecured 'AA-';
  -- Subordinated/preferred 'A+';
  -- Short-term IDR at 'F1+'.

Citigroup Funding Inc.
  -- Long-term IDR 'AA-';
  -- Senior unsecured 'AA-';
  -- Short-term IDR 'F1+';
  -- Short-term debt 'F1+'.

Citigroup Global Markets Holdings Inc.
  -- Long-term IDR 'AA-';
  -- Senior unsecured 'AA-';
  -- Subordinated 'A+';
  -- Short-term IDR 'F1+';
  -- Short-term debt 'F1+'.

Citibank NA
  -- Long-term IDR 'AA-';
  -- Individual 'B';
  -- Long term deposits 'AA';
  -- Short-term IDR 'F1+';
  -- Short-term deposits 'F1+'.

Citibank International PLC
  -- Long-term IDR 'AA-';
  -- Short-term IDR 'F1+'.

Citibank (South Dakota)
  -- Long-term IDR 'AA-';
  -- Individual 'B';
  -- Long-term deposits 'AA';
  -- Short-term IDR 'F1+';
  -- Short-term deposits 'F1+'.

Citibank Banamex USA
  -- Long-term IDR 'AA-';
  -- Individual 'B';
  -- Subordinated 'A+';
  -- Long-term deposits 'AA';
  -- Short-term IDR 'F1+';
  -- Short-term deposits 'F1+'.

CitiFinancial Europe plc
  -- Long-term IDR 'AA-';
  -- Senior unsecured 'AA-';
  -- Senior shelf 'AA-';
  -- Subordinated 'A+'.

Citigroup Derivatives Services LLC.
  -- Long-term IDR 'AA-';
  -- Short-term IDR 'F1+'.

Citibank Canada
  -- Long-term IDR 'AA-';
  -- Long-term deposits 'AA-'.

Egg Banking plc (UK)
  -- Senior unsecured 'AA-';
  -- Subordinated 'A+'.

Nikko Citi Holdings Inc.
  -- Long-term IDR 'AA-';
  -- Local Currency LT IDR 'AA-'.
  -- Short-term IDR 'F1+';
  -- Local currency short-term IDR 'F1+';

Nikko Cordial Securities
  -- Long-term IDR 'AA-';
  -- Local Currency LT IDR 'AA-';
  -- Short-term IDR 'F1+';
  -- Local currency short-term IDR 'F1+'.

Citibank Japan, Ltd.
  -- Long-term IDR 'AA-';
  -- Local currency LT IDR 'AA-';
  -- Short-term IDR 'F1+';
  -- Local currency short-term IDR 'F1+'.

Citibank Korea Inc.
  -- Long-term IDR 'AA-';
  -- Subordinated 'A+';
  -- Short-term IDR 'F1+';
  -- Individual 'B/C';

Citigroup Capital III, IV, V, VI, VII, VIII, IX, X, XIV, XV, XVI,
XVII, XVIII, XIX, XX, XXI, XXIX, XXX, XXXI, and XXXII
  -- Preferred 'A+'.

Adam Capital Trust II, III, Adam Statutory Trust I-V
  -- Preferred 'A+'.

Commercial Credit Company
  -- Senior unsecured 'AA-'.

Associates Corporation of North America
  -- Senior unsecured 'AA-';
  -- Subordinated 'A+'.

Primerica Life Insurance Company
  -- IFS 'AA-'.

The following ratings remain unchanged:

Citigroup Inc.
  -- Support at '5';
  -- Support Floor 'NF'.

Citibank NA
  -- Support '1';
  -- Support Floor 'A-'.

Citibank International PLC
  -- Support at '1'.

Citibank (South Dakota)
  -- Support '1';
  -- Support Floor 'A-'.

Citibank Banamex USA
  -- Support at '1';
  -- Support Floor 'A-'.

Citigroup Derivatives Services LLC.
  -- Support at '1'.

Nikko Citi Holdings Inc.
  -- Support '1'.

Nikko Cordial Securities
  -- Individual 'C';
  -- Support '1'.

Citibank Japan, Ltd.
  -- Support '1'.

Citibank Korea Inc.
  -- Individual 'B/C';
  -- Support '1'.

Fitch has also taken these rating actions on Wachovia and
subsidiaries:

Wachovia Corporation
  -- Long-term IDR downgraded to 'BB-' from 'A+' and placed on
     Rating Watch Negative;

  -- Short-term IDR downgraded to 'B' from 'F1+' and placed on
     Rating Watch Negative;

  -- Short-term debt rating downgraded to 'B' from 'F1+' and
     placed on Rating Watch Negative;

  -- Senior long-term debt 'A+' placed on Rating Watch Evolving;
  -- Subordinated debt 'A' placed on Rating Watch Evolving;
  -- Preferred stock downgraded to 'B+' from 'A' and placed on
     Rating Watch Evolving;

  -- Individual downgraded to 'D' from 'B' and placed on Rating
     Watch Evolving;

  -- Support unchanged at '5';
  -- Support Floor unchanged at 'NF'.

Wachovia Bank, NA
  -- Long-term IDR 'A+' placed on Rating Watch Evolving;
  -- Short-term IDR 'F1+' placed on Rating Watch Negative;
  -- Short-term deposits 'F1+' placed on Rating Watch Negative;
  -- Long-term deposits 'AA-' placed on Rating Watch Evolving;
  -- Senior long-term debt 'A+' placed on Rating Watch Evolving;
  -- Subordinated debt 'A' placed on Rating Watch Evolving;
  -- Individual 'B' placed on Rating Watch Negative;
  -- Support unchanged at '2';
  -- Support Floor unchanged at 'BBB-'.

Wachovia Bank of Delaware, NA
  -- Long-term IDR 'A+' placed on Rating Watch Evolving;
  -- Short-term IDR 'F1+' placed on Rating Watch Negative;
  -- Individual 'B' placed on Rating Watch Negative;
  -- Support unchanged at '2';
  -- Support Floor unchanged at 'BBB-'.

Wachovia Mortgage, FSB
  -- Long-term IDR 'A+' placed on Rating Watch Evolving;
  -- Short-term IDR 'F1+' placed on Rating Watch Negative;
  -- Short-term deposits 'F1+' placed on Rating Watch Negative;
  -- Long-term deposits 'AA-' placed on Rating Watch Evolving;
  -- Senior long-term debt 'A+' placed on Rating Watch Evolving;
  -- Individual 'B' placed on Rating Watch Negative;
  -- Support is unchanged at '2';
  -- Support Floor is unchanged at 'BBB-'.

Wachovia Bank, FSB (Texas)
  -- Long-term IDR 'A+' placed on Rating Watch Evolving;
  -- Short-term IDR 'F1+' placed on Rating Watch Negative;
  -- Short-term deposits 'F1+' placed on Rating Watch Negative;
  -- Long-term deposits 'AA-' placed on Rating Watch Evolving;
  -- Individual 'B' placed on Rating Watch Negative;
  -- Support is unchanged at '2';
  -- Support Floor is unchanged at 'BBB-'.

Wachovia Capital Finance Corporation (Canada)
(guaranteed by Wachovia Bank, NA)
  -- Short-term IDR 'F1+' placed on Rating Watch Negative.

Congress Financial Capital Company
(guaranteed by Wachovia Corporation)
  -- Long-term IDR 'A+' placed on Rating Watch Evolving;
  -- Senior long-term debt 'A+' placed on Rating Watch Evolving.

Golden West Financial Corporation
  -- Senior long-term debt 'A+' placed on Rating Watch Evolving.

SouthTrust Bank
  -- Senior long-term debt 'A+' placed on Rating Watch Evolving;
  -- Subordinated debt 'A' placed on Rating Watch Evolving.

First Union National - Florida
SouthTrust Corporation
Western Financial Bank
  -- Subordinated debt 'A' placed on Rating Watch Evolving.

Wachovia Capital Trust I, II, III, IV, V, IX
Central Fidelity Capital Trust I
Corestates Capital I, II, III
First Union Capital I, II
First Union Institutional Capital I, II
  -- Preferred 'A' placed on Rating Watch Evolving.


WACHOVIA CORP: Planned Retail Bank Sale Cues S&P's Negative Watch
-----------------------------------------------------------------
Wachovia Corp. intends to sell its retail bank, corporate and
investment bank, and wealth-management businesses to Citigroup
Inc.  The new Wachovia Corp. will remain a public company with two
main operating subsidiaries: Wachovia Securities, the nation's
third-largest brokerage firm, and Evergreen Asset Management, a
leading provider of asset-management services.
     
As a result of this transaction, Standard & Poor's Ratings
Services placed all its ratings on Wachovia Corp. and Wachovia
Bank on CreditWatch with negative implications.
     
Standard & Poor's also said that it lowered its counterparty
credit rating on Wachovia Corp. to 'BBB-/A-3' from 'A+/A-1'.
     
At the same time, Standard & Poor's lowered its DRD Series J and K
and convertible preferred stock Series L ratings on Wachovia Corp.
to 'BB' from 'A-', as these securities will not be acquired and
will continue to reside with the new Wachovia Corp.
      
"We placed the ratings on CreditWatch negative at the same time we
placed the ratings on Citigroup on CreditWatch negative,"
explained Standard & Poor's credit analyst Victoria Wagner.  "We
could lower the Citigroup ratings up to one notch below the senior
debt ratings on Wachovia. We will align the ratings on Wachovia
with the Citigroup ratings when the acquisition closes at year
end."
     
After the merger, Wachovia Corp. will be a dramatically different
company.  It will be the parent to one of the U.S.'s largest
retail brokerage operations, with client assets of $1.1 trillion
and assets under management of $246.5 billion at the end of the
second quarter.  These remaining businesses of Wachovia Corp.
posted core earnings of $983 million in the first half of 2008,
before $118 million of market disruption charges and $500 million
in legal expenses tied to the settlement of auction rate
securities.  This dramatic reduction in the earnings profile
places increased risk of deferral on the remaining $9.8 billion of
rated DRD and convertible preferred securities, which require
annual dividends of $765 million.
      
"We will resolve the CreditWatch status of the Wachovia ratings in
conjunction with the resolution of the Citigroup ratings," Ms.
Wagner added.  "When this unique transaction closes, we will
assess the final legal terms, business profile, contingent
liabilities capitalization, and operating earnings profile of the
new Wachovia Corp."


WACHOVIA CORP: S&P Puts All Servicer Rankings Under Neg. Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its Wachovia-
related servicer rankings on CreditWatch with negative
implications.  The affected servicing entities include Wachovia
Bank N.A. and Wachovia Mortgage FSB, which are subsidiaries
of Wachovia Corp., and Universal Master Servicing LLC, which is
owned in part by Wachovia Bank N.A.
     
The CreditWatch negative placements affect:

     -- S&P's ABOVE AVERAGE residential subordinate-lien ranking
        on Wachovia Bank N.A.;

     -- S&P's STRONG residential prime on Wachovia Mortgage FSB;
     -- S&P's STRONG commercial mortgage primary, master, special,
        and construction loan servicer rankings on Wachovia Bank
        N.A.; and

     -- S&P's AVERAGE residential master servicer ranking on
        Universal Master Servicing LLC.

The CreditWatch negative placements follow Citigroup Inc.'s
purchase of Wachovia Corp., the banking operations of Wachovia
Bank N.A., and the corporation's subsidiaries, and reflect the
uncertainties surrounding the future of the Wachovia-related
servicing operations.  It is currently difficult to assess what
the near-term and ultimate impact, if any, to the loan servicing
businesses and operations will be.  However, Standard & Poor's
will continue to monitor the situation and comment as developments
unfold.


WASHINGTON MUTUAL: Effects Conditional Exchange of Pref Securities
------------------------------------------------------------------
Washington Mutual, Inc. said that an "Exchange Event" has occurred
under the applicable documents governing these securities:

     --  Washington Mutual Preferred (Cayman) I Ltd. 7.25%
         Perpetual Non-cumulative Preferred Securities, Series A-
         1 (to be exchanged into depositary shares representing
         Series J Perpetual Non-Cumulative Fixed Rate Preferred
         Stock of WMI);

     --  Washington Mutual Preferred (Cayman) I Ltd. 7.25%
         Perpetual Non-cumulative Preferred Securities, Series A-
         2 (to be exchanged into depositary shares representing
         Series J Perpetual Non-Cumulative Fixed Rate Preferred
         Stock of WMI);

     --  Washington Mutual Preferred Funding Trust I Fixed-to-
         Floating Rate Perpetual Non-cumulative Trust Securities
         (to be exchanged into depositary shares representing
         Series I Perpetual Non-Cumulative Fixed-to-Floating Rate
         Preferred Stock of WMI);

     --  Washington Mutual Preferred Funding Trust II Fixed-to-
         Floating Rate Perpetual Non-cumulative Trust Securities
         (to be exchanged into depositary shares representing
         Series L Perpetual Non-Cumulative Fixed Rate Preferred
         Stock of WMI);

     --  Washington Mutual Preferred Funding Trust III Fixed-to-
         Floating Rate Perpetual Non-cumulative Trust Securities
         (to be exchanged into depositary shares representing
         Series M Perpetual Non-Cumulative Fixed Rate Preferred
         Stock of WMI); and

     --  Washington Mutual Preferred Funding Trust IV Fixed-to-
         Floating Rate Perpetual Non-cumulative Trust Securities
         (to be exchanged into depositary shares representing
         Series N Perpetual Non-Cumulative Fixed-to-Floating Rate
         Preferred Stock of WMI).

In connection with the Exchange Event, WMI will effect an exchange
(Conditional Exchange) of the Securities into depositary shares
representing a like amount of preferred stock in WMI, as
contemplated by the applicable documents governing the securities.

In accordance with the terms of the documents governing the
Securities, the Conditional Exchange of the Securities w[as to]
occur on September 26, 2008.  As of the time of the Conditional
Exchange, each outstanding Security will be exchanged
automatically for a like amount of newly issued Fixed Rate
Depositary Shares or newly issued Fixed-to-Floating Rate
Depositary Shares, as applicable, each representing a 1/1000th
interest in one share of the applicable series of preferred stock
of WMI.

WMI will mail the notice required under the applicable
documents to each holder of record of Securities within 30 days,
and WMI will deliver or cause to be delivered to each such holder
of record depositary receipts for the Fixed Rate Depositary
Shares and Fixed-to-Floating Rate Depositary Shares upon
surrender of the Securities.  Until such depositary receipts are
delivered or in the event such depositary receipts are not
delivered, any certificates previously representing Securities
will be deemed for all purposes, effective as of 8:00 AM New York
time on September 26, 2008, to represent Fixed Rate Depositary
Shares or Fixed-to-Floating Rate Depositary Shares, as
applicable.

                     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.

Bloomberg notes that WaMu's debt ranks it among the largest U.S.
bankruptcies by indebtedness.  Lehman Brothers Holdings'
bankruptcy filing on Sept. 15 is the largest, with $613 billion in
debt.  WorldCom Inc., the telecommunications firm that filed for
protection in 2002 after accounting malfeasance was disclosed,
listed $41 billion in debt in what's now the second-largest
Chapter 11 case, according to Bloomberg.


WASHINGTON MUTUAL: Moody's Confirms 31 Ratings After JPMorgan Deal
------------------------------------------------------------------
Moody's Investors Service has confirmed the ratings on 31 classes
of credit card receivable-backed securities issued by the
Washington Mutual Master Note Trust and the Washington Mutual
Master Trust.

The affected classes of notes are:

Ratings Confirmed

Issuer: Washington Mutual Master Note Trust

  -- $775,000,000 Floating Rate Class 2005-A2 Asset Backed Notes,
     rated A1

  -- $125,000,000 Floating Rate Class 2005-M2 Asset Backed Notes,
     rated A3

  -- $150,000,000 Fixed Rate Class 2005-B2 Asset Backed Notes,
     rated Baa3

  -- $150,000,000 Floating Rate Class 2005-C2 Asset Backed Notes,
     rated Ba2

  -- $900,000,000 Floating Rate Class 2006-A1 Asset Backed Notes,
     rated A1

  -- $750,000,000 Floating Rate Class 2006-A2 Asset Backed Notes,
     rated A1

  -- $1,250,000,000 Floating Rate Class 2006-A3 Asset Backed
     Notes, rated A1

  -- $500,000,000 Floating Rate Class 2006-A4 Asset Backed Notes,
     rated A1

  -- $300,000,000 Floating Rate Class 2006-M1 Asset Backed Notes,
     rated A3

  -- $200,000,000 Fixed Rate Class 2006-B1 Asset Backed Notes,
     rated Baa3

  -- $200,000,000 Floating Rate Class 2006-C1 Asset Backed Notes,
     rated Ba2

  -- $150,000,000 Floating Rate Class 2006-C2 Asset Backed Notes,
     rated Ba2

  -- $200,000,000 Floating Rate Class 2006-C3 Asset Backed Notes,
     rated Ba2

  -- $1,100,000,000 Floating Rate Class 2007-A1 Asset Backed
     Notes, rated A1

  -- $875,000,000 Floating Rate Class 2007-A2 Asset Backed Notes,
     rated A1

  -- $425,000,000 Fixed Rate Class 2007-A4 Asset Backed Notes,
     rated A1

  -- $200,000,000 Floating Rate Class 2007-A5 Asset Backed Notes,
     rated A1

  -- $150,000,000 Fixed Rate Class 2007-B1 Asset Backed Notes,
     rated Baa3

  -- $125,000,000 Floating Rate Class 2007-C1 Asset Backed Notes,
     rated Ba2

  -- Class 2005-D2 Variable Funding Asset Backed Notes, rated B3
  -- Class 2007-C2 Variable Funding Asset Backed Notes, rated Ba2

Issuer: Washington Mutual Master Trust

  -- Class D Certificates, Variable Funding Series 2004-G, rated
     Ba2

  -- Class E Certificates, Variable Funding Series 2004-G, rated
     B3

  -- Class A Certificates, Variable Funding Series 2007-A, rated
     A1

  -- Class B Certificates, Variable Funding Series 2007-A, rated
     A3

  -- Class C Certificates, Variable Funding Series 2007-A, rated
     Baa3

  -- Class D Certificates, Variable Funding Series 2007-A, rated
     Ba2

  -- Class A Certificates, Variable Funding Series 2007-B, rated
     A1

  -- Class B Certificates, Variable Funding Series 2007-B, rated
     A3

  -- Class C Certificates, Variable Funding Series 2007-B, rated
     Baa3

  -- Class D Certificates, Variable Funding Series 2007-B, rated
     Ba2

Rationale

Moody's confirmation follows the September 25, 2008 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 JPMorgan Chase & Co ("JPM", senior
debt at Aa2) in a transaction facilitated by the Federal Deposit
Insurance Corporation.  Included in the liabilities acquired by
JPM are the securities issued by Washington Mutual Bank's credit
card trusts.  This rating action concludes Moody's review for
downgrade announced on September 25 (prior to the JPM acquisition
announcement).

Immediately prior to the purchase, the Office of Thrift
Supervision closed WaMu and appointed the FDIC as the receiver.  
In a statement issued on the same day, the FDIC disallowed the
Trust's early amortization event tied to receivership citing the
Federal Deposit Insurance Act, which prohibits the exercise of
such contractual or other rights in order to promote an orderly
resolution of insured depository institutions.

JPM's acquisition of WaMu's credit card operations has allayed
Moody's concern of an imminent, inefficient and disorderly
liquidation of the credit card receivables.  JPM's experience in
acquiring, integrating, and effectively managing credit card
programs affords a degree of confidence in their stated intent to
"convert credit card business to the Chase brand and technology
platforms over the next two years."

Even so, the current ratings reflect Moody's view that the current
economic environment makes certain risk elements of WaMu's credit
card program more vulnerable to significant performance
deterioration.  The credit card portfolio is characterized by sub-
and near-prime accounts with geographic concentrations in states
that have been most negatively impacted by housing-related
economic factors.  Given these characteristics, and its current
performance, the future profitability of the current portfolio is
in doubt.

JPMorgan Chase and Co.'s headquarters are in New York City.  Its
reported assets as of June 30, 2008 were $1.8 trillion.


WASHINGTON MUTUAL: S&P Puts Rtngs on Var. Classes Under Dev. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on various
classes of certificates and notes issued by Washington Mutual
Master Trust's series 2007-B and Washington Mutual Master Note
Trust on CreditWatch with developing indications.
     
The CreditWatch placements follow the placement of Washington
Mutual Bank into receivership by the FDIC and the simultaneous
sale of the bank to JPMorgan Chase & Co. (JPM; AA-/Negative/A-1+).  
As a result of the sale, a subsidiary of JP Morgan Chase & Co.
will assume the role of seller and servicer for WaMu's trust
receivables, although the exact subsidiary is still unknown.  

In addition, the FDIC has stated that the early amortization
event, triggered by the bank's insolvency, is prohibited by law
"in order to promote an orderly resolution of insured depository
institutions," referencing the Federal Deposit Insurance Act.
     
Chase's acquisition of Washington Mutual's credit card business
can be viewed as a positive development given its experience
integrating credit card portfolios, servicing credit card
receivables, as well as its ability to continue originating and
transferring new receivables to the trust.  However, as is the
case with any servicing transfer, the possibility exists for a
near-term disruption of collections, which could weigh on trust
performance.

In addition, Chase's management has mentioned a possible "run-off"
of some of the credit card receivables, namely those in the
subprime space, which could also affect trust performance.
     
Standard & Poor's will continue to monitor the developments
surrounding the sale of WaMu, the effects of the servicing
transfer, and the impact the transfer will have on credit card
operations and trust performance.  S&P does not expect any
resulting rating actions to involve changes of more than one
category in either direction, and S&P plans to have the
CreditWatch placements resolved within 90 days.

             Ratings Placed on Creditwatch Developing
   
                  Washington Mutual Master Trust

                                      Rating
                                      ------
            Series    Class     To               From
            ------    -----     --               ----
            2007-B    A         AA/Watch Dev     AA
            2007-B    B         A+/Watch Dev     A+
            2007-B    C         A-/Watch Dev     A-
            2007-B    D         BB+/Watch Dev    BB+

                 Washington Mutual Master Note Trust

                                  Rating
                                  ------
                   Class    To               From
                   -----    --               ----
                   A        AA/Watch Dev     AA
                   M        A+/Watch Dev     A+
                   B        A-/Watch Dev     A-
                   C        BB+/Watch Dev    BB+


WASTE SERVICES: Moody's Affirms Ratings; Changes Outlook to Pos.
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family and
probability of default ratings of Waste Services, Inc., the Caa1
rating on Waste Services' $160 million of senior subordinated
notes due 2014 and the SGL-3 speculative grade liquidity rating.  
Moody's also changed the outlook to positive from stable and
assigned a Ba3 rating to the planned new $300 million first lien
senior secured credit facility due 2013 that will fund the
refinancing of WSII's existing credit facility, which it announced
on Sept. 26, 2008.  Moody's will withdraw the Ba3 rating on the
company's existing credit facility upon its termination.

The change in outlook to positive reflects Moody's belief that
WSII can sustain the recent improvements in credit metrics that it
achieved from its increasing scale, exits from certain weaker
performing operations and the $42 million, March 2008 repayment on
the existing term loan.  Profit margins, leverage and operating
cash flow metrics at June 30, 2008 have improved to levels
indicative of corporate families rated higher than B2.  Trailing
12 months' EBIT to Interest of 1.4 times remains below levels
indicative of the B1 rating category; however, Moody's anticipates
interest coverage to improve in upcoming periods.  WSII funded the
March 2008 debt repayment from the proceeds of the sale of its
Jacksonville, Florida assets.

The B2 corporate family rating reflects the expectation that
WSII's current operations and disposal asset base should sustain
funds from operations at levels that comfortably cover debt
service obligations, notwithstanding the current pressure on roll-
off volumes, particularly in its Florida operations.  The ratings
benefit from the solid waste sector's typical resistance to
recessionary pressures and WSII's demonstrated ability to achieve
price increases that more than mitigate the combination of weaker
volumes and cost inflation, particularly for fuel.  Liquidity is
adequate, primarily because of cash on hand, expectations of at
least $25 million of availability under the revolving credit,
which will mature in 2013 and adequate cushions with financial
covenants.

The ratings could be upgraded if WSI sustains EBIT to Interest
above 1.7 times, free cash flow to debt above 2.0% or retained
cash flow to net debt above 18%.  The outlook could be returned to
stable or the ratings directly downgraded if EBIT to interest fell
below 1.1 times, if Debt to EBITDA surpasses 5.0 times or if WSI
sustains negative free cash flow.  Additional debt-funded
acquisitions that increase leverage or reduce cushions with
required financial covenants could also weigh on the positive
outlook.  Moody's prior rating action on Waste Services occurred
on April 2, 2007, when it upgraded the corporate family and
probability of default ratings to B2 from B3.

Assignments:

Issuer: Waste Services (CA) Inc.

  -- Senior Secured Bank Credit Facility, Assigned a range of 27 -
     LGD2 to Ba3

Issuer: Waste Services, Inc.

  -- Senior Secured Bank Credit Facility, Assigned a range of 27 -
     LGD2 to Ba3

Outlook Actions:

Issuer: Waste Services, Inc.

  -- Outlook, Changed To Positive From Stable

LGD Assessments:

Issuer: Waste Services, Inc.

  -- Senior Subordinated, Changed To 82-LGD5 from 84-LGD5

Ratings to Be Withdrawn:

Issuer: Waste Services, Inc.

  -- Senior Secured Bank Credit Facility, Assigned a range of 31 -
     LGD3 to Ba3

Waste Services, Inc., headquartered in Burlington, Ontario,
Canada, is a vertically integrated provider of solid waste
management services.  The company operates in the U.S. in central
and southern Florida and in Canada in Ontario, Alberta,
Saskatchewan and British Columbia.


WCA WASTE: Moody's Affirms 'B3' Rating on $150MM Sr. Secured Notes
------------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family and
probability of default ratings of WCA Waste Corporation and the B3
rating on WCA's $150 million of senior unsecured notes due 2014.  
Moody's lowered its Speculative Grade Liquidity Rating to SGL-3
from SGL-2 and changed the outlook to negative.

The affirmation reflects WCA's supportive leverage and cash flow
profile for the B1 corporate family rating, which it has
maintained while executing its acquisitive growth strategy.  
However, the Debt Service Ratio covenant of the company's credit
agreement steps up to 1.5 times at the Sept. 30, 2008 measurement
date.  The resultant level of cushion is only modest, which could
pressure the ability to maintain compliance in the event of a
modest decline in EBIT or a significant increase in debt that
could result from additional acquisitions, and results in the
change to the SGL rating.  

The change in outlook to negative reflects the decline in the
cushion of this financial covenant and also the decline, since
December 31, 2007, in EBIT to Interest coverage to below 1.4
times, to a level indicative of corporate families rated below B1.    
High fuel costs and the lag in timing of recovery through fuel
surcharges have negatively impacted earnings and Moody's believes
WCA may operate at this lower coverage level beyond the near term.  
There is also the potential of declining collection and disposal
volumes and, or the loss of the ability to maintain core price
increases near recent levels that could result from a further,
broader weakening of U.S. economic activity, which could pressure
margins.

The B1 corporate family rating reflects the expectation that WCA's
collection and disposal operations should produce a level of funds
from operations that covers debt service obligations with
meaningful cushion.  Although a small company with annual revenues
of about $200 million, WCA has achieved an EBITDA margin that
rivals those of its much larger industry peers and has also been a
steady generator of a modestly positive level of free cash flow.  

WCA's stated goal to double its size by 2012 constrains the rating
to the single-B rating category.  Moody's expects the company's
acquisitive growth strategy to lead to higher debt levels, which
could temper potential improvements in credit metrics including
interest coverage measures.  Profit margins and cash flow metrics
are at levels that could imply a higher rating; however, interest
coverage metrics are weak for the B1-rating category.  Liquidity
is adequate.

The ratings could be downgraded if WCA is unable, over the near
term, to reverse the recent decline in EBIT to Interest, to return
this metric to above 1.4 times. Debt to EBITDA that approaches 4.7
times or less than breakeven free cash flow could also lead to a
downgrade of the ratings, as could a decline in the cushion with
financial covenants.  The outlook could be returned to stable if
WCA was to demonstrate the ability to sustain EBIT to Interest
above 1.5 times or Debt to EBITDA below 3.8 times while executing
its strategy to again double its size by the end of 2012.

Moody's prior rating action on WCA occurred on June 20, 2006, when
it upgraded the corporate family rating to B1 from B2.

Downgrades:

Issuer: WCA Waste Corporation

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
     SGL-2

Outlook Actions:

Issuer: WCA Waste Corporation

  -- Outlook, Changed To Negative From Stable

WCA Waste Corporation, based in Houston, Texas, is a vertically
integrated provider of non-hazardous solid waste management
services.


WELLMAN INC: Selling Eng'g. Resins Biz, Other S.C. Assets
---------------------------------------------------------
Wellman Inc. entered into a letter of intent to sell its
Engineering Resins business and other assets located on its
Johnsonville, South Carolina site to an investor group that
specializes in turnarounds and renewable energy businesses and is
known for its commitments to long term investing.

Terms of the transaction were not disclosed, but the deal is
expected to close shortly after the completion of a definitive
agreement and due diligence, and after the receipt of bankruptcy
court approval.  The investor group, which includes JHW Greentree
Capital, an affiliate of J.H. Whitney & Co., GarMark Partners and
Westwind Equity Partners, has already made a significant
commitment to recycled PET through their investment in New
Horizon Plastics Recycling, which is one of the producers of
recycled PET serving the bottling and other industries.

"We are very pleased to have executed a letter of intent to sell
our Engineering Resins Division and the entire Johnsonville site,
Mark Ruday, Wellman, Inc.'s chief executive officer stated.  
"The sale needs to proceed with urgency and is scheduled to close
in the middle of October.  During the sale process, Wellman
expects to continue to service its customers.  Wellman believes
the sale is in its best interests and the best interests of its
estates and its stakeholders and will bring in more value than a
liquidation. More importantly, Wellman believes the sale would
benefit the approximately 160 Johnsonville employees well as the
town of Johnsonville, its school system and its water treatment
facility."

"For decades, Wellman's Johnsonville facility has been a leader in
plastic recycling," Robert Fotsch, CEO of New Horizons, who would
also become CEO of the Wellman-Johnsonville assets, said.  
"Assuming we are able to complete the transaction, we plan to make
the necessary investments and to support the high quality team in
Johnsonville in order to reestablish Johnsonville's leadership in
both Engineering Resins and recycled PET so that it remains a
critical partner to companies in the automotive, bottling and
other industries. Given the high cost of oil, the products
produced at Wellman's Johnsonville's facility are a very
attractive alternative to high priced virgin plastics."

"This is a fantastic opportunity for our Engineering Resins
business, our employees, customers and the surrounding community,"
Robert Taylor, vice-president of Engineering Resins, said.  
"With the financial backing and commitment of our new partners,
we expect to have the resources to expand our Engineering Resins
operation and restart the PET bottle recycling operation.  It is
also a great feeling to work with this investor group to save jobs
at the Johnsonville site."

        About Assets at Wellman's Johnsonville Facility

The Engineering Resins business has the capacity to produce over
70 million pounds per year of engineered plastics, which is used
in a variety of applications including automotive, lawn and
garden, and electronics.  Other assets include a 235 million pound
polyester staple fiber plant and a 190 million pound PET bottle
recycling operation, which will be used in the bottling industry,
but has applications for other areas.

                         About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and    
markets packaging and engineering resins used in food and
beverage packaging, apparel, home furnishings and
automobiles.  It manufactures resins and polyester staple fiber.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No.
08-10595).  Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP,
in New York City, represents the Debtors.  Lazard Freres & Co.,
LLC, acts as the Debtors' financial advisors and investment
bankers.  Conway, Del Genio, Gries & Co., LLC, was also retained
as the Debtors' chief restructuring advisor.

The United States Trustee for Region 2 has appointed seven members
to the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, serves as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., acts as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets of between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets of between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.  


WENDY'S INTERNATIONAL: Triarc Merger Cues S&P to Take Rtng Actions
------------------------------------------------------------------
Standard & Poor's Ratings Services took various rating actions as
a result of the consummation of the merger between Triarc Cos.
Inc. and Wendy's International Inc.  The new entity will be called
Wendy's/Arby's Restaurant Group Inc.  

The rating actions are:

S&P assigned Wendy's/Arby's a 'B+' corporate credit rating.

The outlook is stable.

S&P lowered the corporate credit rating on Wendy's one notch to
'B+' from 'BB-' and removed all ratings on Wendy's from
CreditWatch with negative implications, where they were placed on
April 26, 2007.  The outlook is stable.

S&P assigned a '4' recovery rating to the company's senior
unsecured notes.  The '4' recovery rating indicates its  
expectation of average (30%-50%) recovery in the event of default
and also dictates that the senior unsecured issue rating be un-
notched from the corporate credit rating.  Consequently, S&P
lowered the senior unsecured rating and issue-level rating on
those notes to 'B+' from 'BB-'.

S&P removed the ratings on Arby's Restaurant Group Inc., a
subsidiary of Wendy's/Arby's, from CreditWatch with developing
implications, where they were placed on April 22, 2008, and
affirmed the 'B+' corporate credit rating on Arby's.  The outlook
is stable.

S&P revised the recovery rating on Arby's senior secured credit
facility to a '2' from a '1'.  The '2' recovery rating indicates
S&P's expectation of substantial (70%-90%) recovery in the event
of default.  As a result of the revised recovery rating, S&P
lowered the issue-level rating of Arby's senior secured credit
facility one notch to 'BB-' from 'BB'.
     
"The stable outlook reflects our expectation that Wendy's/Arby's
will maintain appropriate credit metrics for the rating category
and liquidity despite Arby's narrow covenant cushion," said
Standard & Poor's credit analyst Charles Pinson-Rose.


WERNER LADDER: Trust Obtains Protection for Confidential Documents
------------------------------------------------------------------
Old Ladder Litigation Co. LLC, as the Litigation Designee on
behalf of the Litigation Trust, on the one hand, and Investcorp
Bank B.S.C., and other defendants named in the $1,000,000,000
damage lawsuit, on the other hand, sought and obtained approval
from the U.S. District Court for the Southern District of New York
of a stipulated protective order regarding discovery materials
and confidential documents.

The Litigation Designee told the Court that pursuant to Rule
26(c) of the Federal Rules of Civil Procedure, the Protective
Order will facilitate the prompt resolution of disputes over
confidentiality and protect Discovery Materials entitled to
confidentiality.

Among other things, the Protective Order provides for the
limitation of the disclosure of Discovery Materials that or
confidential of nature to parties involved in the Litigation and
for issues relating to the Litigation.

Confidential Documents and Confidential Information may only be
disclosed by each Party and its counsel to these Qualified
Persons:

   (1) the Court and its support personnel;

   (2) counsel to the Parties to the Litigation;
   
   (3) Court reporters and videographers engaged to record
       testimony in the Litigation;

   (4) officers and employees of the Parties as counsel to the
       Parties;

   (5) experts or consultants and their staff assisting in the
       investigation, prosecution or defense of the Litigation;

   (6) any person required to testify as a witness at a
       deposition or trial;

   (7) any third-party mediator, settlement judge, or arbitrator
       selected by the Parties or assigned by the Court; and

   (8) any other person agreed to by the Producing Party.

All documents of any nature that contain Confidential Documents
and Confidential Information that are filed in Court will be
filed in sealed envelopes and marked with the caption of the
Litigation, the words Confirmation Information and stating that:

   "This envelope contains Confidential Documents or Confidential
    Information which were filed in the action, Old Ladder
    Litigation Co., LLC v. Investcorp Bank B.S.C., et al., Case
    No. 08-0876, pending in the United States District Court for
    the Southern District of New York, pursuant to a Protective
    Order, and is not to be opened or the contents to be
    displayed or revealed, except by further order of the Court."

At the conclusion of the Litigation, all Confidential Documents
and Confidential Information and all of their copies will be
returned to the Producing Party at its expense, or the receiving
Parties will destroy all of the Confidential Documents and
Information and certify in writing that the destruction has been
effected.

In a separate order, the Court extended the deadline for some
Defendants to file responses to the First Amended Complaint from
September 8, 2008, until 30 days after a decision on the pending
requests to dismiss the Complaint is made.

                Ciardi Replaces Fox Rothschild as
                Litigation Designee's Counsel

The Litigation Designee informed the Court that the law firms
Ciardi Ciardi & Astin P.C., and Dombush Schaeffer Strongin &
Veneglia, LLP, will substitute Fox Rothschild LLP as special
counsel to the Litigation Designee in its claims against
Investcorp.

William F. Costigan, Esq., at Dombush Schaeffer Strongin &
Veneglia, LLP, in a declaration, stated that the substitution of
counsel eventuates from the withdrawal of Daniel K. Astin, Esq.,
from the Fox Rothschild firm and his becoming a principal at
Ciardi Ciardi & Astin, P.C.

                       About Werner Ladder

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--               
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).   

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.   
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  

Earlier, on June 19, 2007, the Creditors Committee submitted its
Liquidating Plan and Disclosure Statement for Werner.  
On Sept. 10, 2007, the Committee filed an Amended Plan and
Disclosure Statement.  On Sept. 13, 2007, the Committee filed its
2nd Amended Plan and on September 14, the Court approved the
adequacy of the Amended Disclosure Statement explaining the 2nd
Amended Plan.  The Court confirmed the 2nd Amended Plan on October
25.  New Werner Holding Co. (DE), LLC, a newly formed corporation,
purchased substantially all the Debtors' assets in 2007.  New
Werner is a separate operating company.

(Werner Ladder Bankruptcy News, Issue No. 56; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or   
215/945-7000).


XERIUM TECHNOLOGIES: S&P Lifts Rating to 'B-'; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Xerium
Technologies Inc., including raising the long-term corporate
credit rating to 'B-' from 'CCC+'.  The outlook is stable.
      
"The upgrade is based on the increased likelihood that Xerium will
satisfy its covenants in the fourth quarter and maintain adequate
liquidity in the near term," said Standard & Poor's credit analyst
Sarah Wyeth.
     
The ratings on Youngsville, North Carolina-based Xerium reflect
the company's highly leveraged balance sheet, its limited
liquidity, its modest size as a supplier to niche markets, and its
dependence on the papermaking industry, all of which limit the
company's organic growth potential.  Partly mitigating these
weaknesses are the company's good operating margins, its
geographic diversity, and the strong competitive position of its
niche product.
     
Xerium, with revenues of about $650 million, operates in two
business segments: clothing, in the form of synthetic textile
belts that transport paper through papermaking machines, and roll
covers, which provide covering surface for large steel cylinders
between which paper travels in those machines.  Clothing
represented roughly 65% of revenue in the six months ending
June 30, 2008, and roll covers the remainder.  These consumables
play key roles in the process of converting raw material into
paper, and customers prefer local, reliable, and long-standing
suppliers.  

Pricing, while not the key buying decision, has grown increasingly
competitive recently.  However, this has not affected Xerium's
large market shares substantially.
     
The recent amendment to Xerium's credit agreement has alleviated
short-term liquidity pressures.  S&P could revise the outlook to
positive and potentially raise the ratings if the company can
maintain operating margins of at least 23%, continue to generate
positive free operating cash flow, and be expected to maintain an
EBITDA cushion of 20% in its leverage covenant for the foreseeable
future.  

However, Standard & Poor's notes that Xerium's end markets
continue to be challenging and competitive.  If EBITDA declines
more than 5% from its current level and the company does not
reduce debt in excess of mandatory payments, the leverage covenant
could become tight in 2010 and S&P could revise the outlook to
negative or lower the rating.


X-RITE INC: Shareholders to Vote on Incentive Plan on October 28
----------------------------------------------------------------
X-Rite Incorporated filed with the U.S. Securities & Exchange
Commission a definitive proxy statement relating to certain
proposals and disclosed that a special meeting of X-Rite's
shareholders will be held on Oct. 28, 2008, at 8:30 a.m., Central
Time, at the offices of:

     McDermott Will & Emery LLP
     227 West Monroe Street
     Chicago, IL 60606

At the special meeting, X-Rite's shareholders of record as of the
Sept. 22, 2008, record date will be asked to approve these
proposals:

   Proposal 1: The issuance to OEPX LLC, a Delaware limited
               liability company managed by One Equity Partners,
               Sagard Capital Partners L.P. and Tinicum Capital
               Partners II L.P., Tinicum Capital Partners II  
               Parallel Fund L.P. and Tinicum Capital Partners II
               Executive Fund L.L.C. of an aggregate of
               46,904,763 shares of the company's common stock,
               in exchange for an aggregate purchase price of
               $155 million in cash.

   Proposal 2: The approval of the X-Rite, Incorporated 2008
               Omnibus Long Term Incentive Plan.

The board of directors of X-Rite believes that Proposals 1 and 2
are in the best interest of X-Rite and its shareholders and,
therefore, unanimously recommends that X-Rite's shareholders vote
"FOR" Proposals 1 and 2 at the special meeting.

Shareholders can vote their shares via the Internet, by telephone,
by mail or by written ballot at the special meeting.  Shareholders
whose shares are held in "street name" must instruct their brokers
how to vote their shares using the instructions provided by their
brokers.

                           About X-Rite

X-Rite Incorporated (NASDAQ:XRIT) -- http://www.xrite.com/--  
including unit Pantone Inc., develops, manufactures, markets and
supports innovative color solutions through measurement systems,
software, color standards and services. X-Rite serves a range of
industries, including printing, packaging, photography, graphic
design, video, automotive, paints, plastics, textiles, dental and
medical.  

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 27, 2008,
Standard & Poor's Ratings Services revised its CreditWatch on X-
Rite Inc. to positive from developing.

On Aug. 20, 2008, X-Rite Inc. (CCC+/Watch Pos/--) announced that
it had signed a forbearance and new lender agreement and investor
agreements that include a plan to substantially reduce debt,
primarily through the issuance of $155 million in common equity to
new and certain existing shareholders.  The agreement also
provides the company with access to up to $10 million on its
revolving credit agreement.


ZAP IMPORT: Lender Westernbank Wants Chapter 11 Case Dismissed
--------------------------------------------------------------
Westernbank Puerto Rico, secured creditor of Zap Import & Export
Inc., asks the U.S. Bankruptcy Court for the District of Puerto
Rico to dismiss the Debtor's Chapter 11 case or as an alternative,
convert it to a Chapter 7 proceeding.

Westernbank tells the Court that it filed a motion to lift
automatic stay due to the Debtor's possible concealment of assets,
and failure to segregate and account for cash collateral subject
to Westernbank's security interest; and the Debtor's continued
refusal to permit an audit of its books and records under various
loan agreements between the Debtor and Westernbank.

According to Westernbank, the Debtor transferred $1,300,000 in
inventory, to its affiliate Pit Stop, Auto Body Parts Store and
More Corp., financed by another lender, Banco Popular.

Westernbank alleges that the transfer was not in the ordinary
course of business, but the full story will not be known until
Westernbank is permitted to see the Debtor's records.

However, the transaction does not appear in the Debtor's petition
or schedules.  Unless the price was paid the transaction should
appear as an account receivable or liquidated debt owed to the
Debtor, or other unliquidated or liquidated claim.

If in fact the transfer occured and does not appear in any Court
documents, the case should be dismissed or converted to Chapter 7
or an examiner appointed to file complete and accurate schedules.

The lender, in addition, objects to the inventory disclosure which
shows an inventory valued at $1,425,990 without any detail.

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 listed assets of $11,056,928 and
liabilities of $11,161,127.


* Fitch Changes U.S. Life Insurance' Outlooks to Neg. from Stable
-----------------------------------------------------------------
Fitch Ratings has revised its Outlook for the U.S. life insurance
sector to Negative from Stable, reflecting the significant
deterioration in the credit and equity markets, and the expected
impact of realized and unrealized investment losses on life
insurers' capital levels and profitability.  The Negative Outlook
also reflects ongoing concern regarding the industry's expanding
equity market exposure driven by growth in variable annuities,
market performance guarantees which can add significant volatility
to financial performance and capital in a period of unstable
market conditions.  Finally, for some life insurers, Fitch is
concerned that liquidity pressures could develop if capital
markets remain unstable and funding needs can not be met.

Fitch's movement to a negative industry outlook implies that over
the next 12-to-18 months, Fitch expects more downgrades than
upgrades across the U.S. life insurance industry.  However, it
does not imply that all, or even a majority, of life insurers'
ratings will necessarily be downgraded.  Life insurers most
exposed to rating pressures include companies with:

  -- above-average exposure to residential mortgage-related
     investments or below-investment grade bonds;

  -- above-average exposure to variable annuities;

  -- above-average exposure to products or business activities
     reliant on institutional funding (such as securities lending
     programs, or products such as guaranteed investment contracts
     with ratings triggers); and/or

  -- limited excess capital relative to prior rating expectations.

The dramatic downturn in the U.S. housing market, which has led to
significant losses to mortgage-related investments, has prompted a
financial crisis among major U.S. financial institutions, market
illiquidity, and a wholesale repricing of credit risk.  While less
exposed to these market issues than many investment banks,
commercial banks, or financial guarantors, life insurers are
experiencing a significant deterioration in investment results,
which has negatively impacted industry earnings and capital.

In first half-2008, Fitch's universe of life insurers reported
combined statutory net income of $2.2 billion compared to
$28.6 billion for full year 2007.  Fitch expects statutory
earnings to deteriorate further in the second half of 2008 and
into 2009 driven by increased investment losses.  Likewise, GAAP
results have exhibited similar declining trends, which are expect
to continue in 2H'08 and into 2009.  In particular, Fitch projects
a significant deterioration in variable annuity results driven by
deferred acquisition cost write-downs, declining asset balances,
increased reserving for guaranteed benefits, and higher hedging
costs.

In addition, Fitch expects the deterioration in industry statutory
capital levels, which declined an estimated 4% in 1H'08, will
accelerate in 2H'08.  This will be heavily driven by greater
recognition of unrealized investment losses as 'other than
temporary', prompting impairment-related write-downs.  Fitch
believes a number of life insurers have been slow to recognize
investment impairments against statutory capital, and that such
recognition will pick up markedly in the second half of 2008.

Despite the pressures, Fitch notes that the U.S. life insurance
industry is relatively well-positioned to weather an environment
of capital markets volatility and market illiquidity.  The
industry's risk-based capital position was very strong going into
2008, with many companies holding capital at levels close to or
above the 'AAA' threshold based on Fitch's economic capital model.

A select number of life insurers have material liquidity exposures
via large debt maturities, reliance on commercial paper, short-
term bank letters of credit, securities lending programs, short-
term funding agreements or ratings triggers on products such as
municipal GICs.  These insurers are most susceptible to sudden
changes in their creditworthiness and financial strength, as well
as multi-notch ratings downgrades, should their liquidity
pressures heighten.

However, most life insurers have limited liquidity exposures,
which should mitigate the impact of current market illiquidity
across the industry.  In addition, a vast majority of life
insurers avoided investments in collateralized debt obligations
backed by residential mortgage backed securities, and most have
little or no activity in the credit default swap market.

Fitch notes that the U.S. Government has embarked on a broad-based
plan to bring stability to the financial markets and provide a
market for troubled assets via the establishment of an up to
$700 billion fund to support the purchase of troubled assets.  It
is not clear how effective this program will be and how it will
impact the life insurance industry, but a positive outcome could
lessen some of the industry pressures.


* Fitch Says Liquidity Solid for Most U.S. Media Companies
----------------------------------------------------------
Fitch Ratings has published an in-depth analysis of media &
entertainment sector liquidity titled 'Liquidity Focus: U.S. Media
& Entertainment'. Fitch has stated in previous reports that as
Lehman Brothers lending capacity is withdrawn; overlapping
exposure of Bank of America/Merrill Lynch and Citigroup/Wachovia
are addressed; and as possibly more institutions are merged, the
systemic reduction in lending capacity could exacerbate the
already tight conditions resulting from the credit crisis. The
report released today emphasizes that due to these factors,
Fitch's ratings and analysis of corporate liquidity are weighted
more heavily toward internal sources of funds: cash holdings and
cash generated from operations.

Key conclusions include:

   -- Liquidity for the media & entertainment sector is generally
      healthy, with latest 12 months (LTM) free cash flow, as of
      June 30, 2008, of $18.1 billion and balance-sheet cash of
      $21.0 billion. Assuming LTM free cash flow is a proxy for
      future free cash flow, internal liquidity exceeds 2008,
      2009 and 2010 maturities of $6.2 billion (includes any
      commercial paper borrowings), $10.2 billion and
      $12.4 billion, respectively.

   -- Not surprisingly, the major conglomerates -- including
      The Walt Disney Company (Disney), News Corporation
      (News Corp.), Time Warner Inc. (Time Warner) and Viacom
      Inc. (Viacom) -- are currently the best positioned to
      weather the current financial market conditions, as these
      companies benefit from strong and stable operating
      liquidity, diversity of revenues (non-advertising),
      meaningful amounts of capacity in the form of cash on hand
      and revolver availability, as well as longer-dated
      maturities.

   -- Within the portfolio, there is no significant Lehman
      Brothers exposure in bank facility commitments. When
      present, Lehman's commitments were typically lower than
      10% of a company's total bank revolver. While it is
      possible that other banks assume at least a portion of
      Lehman's commitments, the failure of such would not
      result in a material credit event for the portfolio.

   -- There is also limited overlap between Wachovia/Citibank
      and Bank of America/Merrill Lynch on most bank facilities
      in Fitch's portfolio. Importantly, the limited instances
      of overlap occur on facilities that Fitch expects will
      have sufficient availability when they come due for
      re-financing.

   -- The tightening of the commercial paper market does not
      cause a material concern for Fitch as the media &
      entertainment sector is not a major CP issuer.  
      Importantly, the majority of CP balances outstanding in
      Fitch's portfolio are covered by balance sheet cash at
      June 30, 2008. In addition, the majority of CP issuers
      have material availability under their revolving credit
      facilities with commitments from banks such as Bank of
      America, JP Morgan, Citibank, Deutsche Bank, Barclays,
      HSBC, Royal Bank of Scotland, Mizuho and Bank of Tokyo-
      Mitsubishi.

   -- Fitch estimates that The McClatchy Company (McClatchy)
      had very little cushion in its previous 2.75 times (x)
      interest coverage covenant prior to announcing an
      amendment to its credit agreement on Sept. 26, 2008.
      The amendment revised the interest coverage ratio
      initially down to 2.25x from 2.75x, and leverage to 6.25x
      from 5x. Both ratios loosen further in 2009, providing
      additional flexibility at the expense of revolver capacity,
      pricing and other restrictions (security, dividends, etc.).
      Tribune Company has a very limited margin of error in
      relation to its debt covenants. Fitch estimates that
      (assuming all else equal), less than a 10% drop in EBITDA
      for Tribune could put them at risk of breaching their
      guaranteed leverage ratio.

   -- Although facing both cyclical and secular threats, the
      media & entertainment industry is characterized by
      relatively predictable revenue streams and high margins.
      High free cash flow conversion is supported by limited
      working-capital swings, low capital expenditure, and
      (sometimes) low cash taxes. Fitch believes these factors
      make some media companies relatively attractive borrowers
      for banks and bondholders, even under more selective market
      conditions.


* S&P Puts 'D' Ratings on 30 Cert. Classes from 29 U.S. RMBS
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D' on
30 classes of mortgage pass-through certificates from 29 U.S.
subprime residential mortgage-backed securities transactions from
various issuers.
     
The downgrades reflect principal write-downs on the affected
classes.  Of the 30 defaulted classes, S&P downgraded six from the
'CCC' rating category, 23 from the 'CC' rating category, and one
from the 'B+' rating category.  The class balances of these
certificates incurred realized losses during the August 2008
remittance period.

                          Rating Actions

2006-CB4 Trust
Series 2006-CB4

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-4        12498QAP1     D              CC

Aegis Asset Backed Securities Trust
Series 2005-5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B4         00764MHP5     D              CCC

Bear Stearns Asset Backed Securities I Trust 2005-HE10
Series 2005-HE10
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-7        073879X94     D              CC

Bear Stearns Asset Backed Securities I Trust 2005-HE9
Series 2005-HE9
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-8        073879S33     D              CC

Bear Stearns Asset Backed Securities I Trust 2006-HE4
Series 2006-HE4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-8        07388AAM6     D              CC
M-9        07388AAN4     D              CC

Bear Stearns Asset Backed Securities I Trust 2006-HE6
Series 2006-HE6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-M-10     07388UBA7     D              CCC

Bear Stearns Asset Backed Securities I Trust 2006-HE8
Series 2006-HE8
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
II-M-11    07388JBL8     D              CC

Citigroup Mortgage Loan Trust 2006-CB3
Series 2006-CB3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-4        12489WRH9     D              CC

GSAMP Trust 2006-HE3
Series 2006-HE3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        36244KAV7     D              CCC

GSAMP Trust 2006-HE4
Series 2006-HE4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        362439AT8     D              CCC

GSAMP Trust 2006-HE5
Series 2006-HE5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        362437AT2     D              CC

Home Equity Asset Trust 2005-3
Series 2005-3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-4        437084KZ8     D              CC

Home Equity Asset Trust 2005-4
Series 2005-4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-3        437084LV6     D              CC

Home Equity Asset Trust 2005-6
Series 2005-6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-4        437084NS1     D              CC

Home Equity Asset Trust 2006-3
Series 2006-3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-3        437084VC7     D              CC

Home Equity Asset Trust 2006-5
Series 2006-5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        437096AR1     D              CC

Home Equity Asset Trust 2007-1
Series 2007-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-2        43710LAQ7     D              CC

JPMorgan Mortgage Acquisition Corp. 2005-FRE1
Series 2005-FRE1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-11       46626LCN8     D              CC

JPMorgan Mortgage Acquisition Corp. 2005-WMC1
Series 2005-WMC1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-11       46626LBT6     D              CC

JPMorgan Mortgage Acquisition Corp. 2006-FRE1
Series 2006-FRE1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-11       46626LFZ8     D              CC

Long Beach Mortgage Loan Trust 2005-WL3
Series 2005-WL3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-2        542514QH0     D              CC

Long Beach Mortgage Loan Trust 2006-1
Series 2006-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-10       542514RX4     D              CC
M-8        54251PAN7     D              CC

NovaStar Mortgage Funding Trust Series 2006-6
Series 2006-6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-10       66988RAQ0     D              CCC

Park Place Securities Inc.
Series 2005-WHQ2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-11       70069FJE8     D              CC

SG Mortgage Securities Trust 2005-OPT1
Series 2005-OPT1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M13        81879MAR0     D              CC

Soundview Home Loan Trust 2005-OPT4
Series 2005-OPT4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-11       83611MJW9     D              CC

Terwin Mortgage Trust 2005-2HE
Series 2005-2HE
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-2        881561QB3     D              B+

Terwin Mortgage Trust 2006-11ABS
Series 2006-11ABS
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        88156YAP7     D              CC

Terwin Mortgage Trust 2007-4HE
Series 2007-4HE
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-3        88157QAD0     D              CCC


* S&P Cuts Ratings on 51 Tranches from 14 Cash Flow & Hybrid CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 51
tranches from 14 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 16 of the lowered ratings
from CreditWatch with negative implications.  At the same time,
S&P placed four additional ratings from Aspen Funding I Ltd. on
CreditWatch with negative implications.  The ratings on 34 of the
downgraded tranches are on CreditWatch with negative implications,
indicating a significant likelihood of further downgrades.

The CreditWatch placements primarily affect transactions for which
a significant portion of the collateral assets currently have
ratings on CreditWatch with negative implications or have
significant exposure to assets rated in the 'CCC' category.
     
The 51 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $7.476 billion.  Seven of the 14 affected
transactions are mezzanine structured finance CDOs of asset-backed
securities, which are collateralized in large part by mezzanine
tranches of residential mortgage-backed securities and other SF
securities.  Five of the 14 transactions are high-grade SF CDOs of
ABS, which were collateralized at origination primarily by 'AAA'
through 'A' rated tranches of RMBS and other SF securities.  The
other two transactions are CDOs of CDOs that were collateralized
at origination primarily by notes from other CDOs, as well as
by tranches from RMBS and other SF transactions.  The CDO
downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS.
     
To date, including the CDO tranches listed and including actions
on both publicly and confidentially rated tranches, S&P has
lowered its ratings on 3,817 tranches from 867 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the U.S. residential mortgage market and credit deterioration of
U.S. RMBS.  In addition, 1,358 ratings from 472 transactions are
currently on CreditWatch with negative implications for the
same reasons.  In all, S&P has downgraded $440.980 billion of CDO
issuance.  Additionally, S&P's ratings on $36.118 billion of
securities have not been lowered but are currently on CreditWatch
with negative implications, indicating a high likelihood of future
downgrades.
     
                           Rating Actions

                                              Rating
                                              ------
  Transaction              Class      To                 From
  -----------              -----      --                 ----
Altius III Fdg Ltd.        A-1a       CCC-/Watch Neg     BBB/Watch Neg
Altius III Fdg Ltd.        A-1a-2     CCC-/Watch Neg     BBB-/Watch Neg
Altius III Fdg Ltd.        A-1a-3     CCC-/Watch Neg     BBB-/Watch Neg
Altius III Fdg Ltd.        A-1b-1B    CCC-/Watch Neg     BBB-/Watch Neg
Altius III Fdg Ltd.        A-1b-1F    BB+/Watch Neg      BBB-/Watch Neg
Altius III Fdg Ltd.        A-1b-V     CCC-/Watch Neg     BBB-/Watch Neg
Altius III Fdg Ltd.        A-2        CC                 B+/Watch Neg
Altius III Fdg Ltd.        B          CC                 CCC-/Watch Neg
Altius III Fdg Ltd.        S          AA/Watch Neg       AAA/Watch Neg
Aspen Funding I Ltd.       A-1L       AAA/Watch Neg      AAA
Aspen Funding I Ltd.       A-2L       A+/Watch Neg       A+
Aspen Funding I Ltd.       A-3L       BBB/Watch Neg      BBB
Aspen Funding I Ltd.       B-1        BB+/Watch Neg      BB+
Aspen Funding I Ltd.       Pfd Shares CCC+/Watch Neg     B+
Blue Heron Funding V Ltd.  B          CCC-/Watch Neg     BBB
C-BASS CBO XV Ltd.         A          CC                 A/Watch Neg
C-BASS CBO XV Ltd.         B          CC                 BBB+/Watch Neg
C-BASS CBO XV Ltd.         C          CC                 BB+/Watch Neg
C-BASS CBO XV Ltd.         D          CC                 BB-/Watch Neg
Charles Fort CDO I Ltd.    A-1        CC                 CCC+/Watch Neg
Cheyne High Grade ABS      A-1 LT     A/Watch Neg        AAA
CDO I Ltd.
Cheyne High Grade ABS      A-1 MM-b   A/A-1/Watch Neg    AAA/A-1+
CDO I Ltd.
Cheyne High Grade ABS      A-1 MM-c   A/A-1/Watch Neg    AAA/A-1+
CDO I Ltd.
Cheyne High Grade ABS      A-1 MM-f   A/A-1/Watch Neg    AAA/A-1+
CDO I Ltd.
Cheyne High Grade ABS      A-2        BB+/Watch Neg      AA+/Watch Neg
CDO I Ltd.
Cheyne High Grade ABS      B          B-/Watch Neg       A+/Watch Neg
CDO I Ltd.
Cheyne High Grade ABS      C          CC                 B/Watch Neg  
CDO I Ltd.
Commodore CDO II Ltd.      A-1MM      AA/A-1+/Watch Neg  AAA/A-1+
Commodore CDO II Ltd.      A-2 (a)    B+/Watch Neg       A-/Watch Neg
Commodore CDO II Ltd.      A-2 (b)    B+/Watch Neg       A-/Watch Neg
IMAC CDO 2006-1 Ltd.       A-1        CCC-/Watch Neg     BBB-/Watch Neg
Le Monde CDO I LLC         A-1        BBB/Watch Neg      AAA/Watch Neg
Le Monde CDO I LLC         A-1R (EUR) BBB/Watch Neg      AAA/Watch Neg
Le Monde CDO I LLC         A-1R (USD) BBB/Watch Neg      AAA/Watch Neg
Le Monde CDO I LLC         A-2        BBB/Watch Neg      AAA/Watch Neg
Le Monde CDO I LLC         A-2MM      BBB/A-2/Watch Neg  AAA/A-1+/Watch
Neg
Le Monde CDO I LLC         A-3 (EUR)  CC                 B+/Watch Neg
Le Monde CDO I LLC         A-3MM      CC/C               B+/B/Watch Neg
Le Monde CDO I LLC         A-4        CC                 CCC/Watch Neg
Orchid Structured Finance  A-2        BBB/Watch Neg      AAA
CDO Ltd.
Orchid Structured Finance  B          CC                 B-
CDO Ltd.
Silver Marlin CDO I Ltd.   A-1        AA                 AAA/Watch Neg
Stone Tower CDO II Ltd.    A-1LB      AA/Watch Neg       AAA
Stone Tower CDO II Ltd.    A-2L       BBB/Watch Neg      AA
Stone Tower CDO II Ltd.    A-3L       B+/Watch Neg       A/Watch Neg  
Stone Tower CDO II Ltd.    B-1L       CCC/Watch Neg      BBB/Watch Neg
Tourmaline CDO II Ltd.     A          BBB-/Watch Neg     AA+/Watch Neg
Tourmaline CDO II Ltd.     B          B/Watch Neg        A-/Watch Neg
Tourmaline CDO II Ltd.     C          CC                 BB+/Watch Neg
Tourmaline CDO II Ltd.     D          CC                 BB-/Watch Neg
Tourmaline CDO II Ltd.     E          CC                 CCC/Watch Neg
Trainer Wortham First      A-2        AA-/Watch Neg      AAA
Republic CBO V Ltd.
Trainer Wortham First      B          BBB/Watch Neg      AA
Republic CBO V Ltd.
Trainer Wortham First      C          CCC+/Watch Neg     A/Watch Neg  
Republic CBO V Ltd.
Trainer Wortham First      D          CC                 BBB/Watch Neg
Republic CBO V Ltd.


OTHER OUTSTANDING RATINGS
Transaction                         Class      Rating
Altius III Funding Ltd.             C          CC               

Altius III Funding Ltd.             D          CC               

Altius III Funding Ltd.             E          CC               

Blue Heron Funding V Ltd.           Certificat AAA              

Charles Fort CDO I Ltd.             A-2        CC               

Charles Fort CDO I Ltd.             B          CC               

Charles Fort CDO I Ltd.             C          CC               

Charles Fort CDO I Ltd.             D-1        CC               

Charles Fort CDO I Ltd.             D-2        CC               

Charles Fort CDO I Ltd.             E          CC               

Cheyne High Grade ABS CDO I         A-1MT-d    AA-
Cheyne High Grade ABS CDO I         A-1MT-e    AA-
Commodore CDO II Ltd.               B          CC               

Commodore CDO II Ltd.               C          CC               

IMAC CDO 2006-1 Ltd.                A-2        CC               

IMAC CDO 2006-1 Ltd.                B          CC               

IMAC CDO 2006-1 Ltd.                C          CC               

IMAC CDO 2006-1 Ltd.                D          CC               

IMAC CDO 2006-1 Ltd.                E          CC               

IMAC CDO 2006-1 Ltd.                F          CC               

IMAC CDO 2006-1 Ltd.                G          CC               

Le Monde CDO I LLC                  B          CC               

Le Monde CDO I LLC                  C          CC               

Le Monde CDO I LLC                  D          CC               

Le Monde CDO I LLC                  E          CC               

Orchid Structured Finance CDO Ltd.  A-1MM      AAA/A-1+         

Orchid Structured Finance CDO Ltd.  C-1        CC               

Orchid Structured Finance CDO Ltd.  C-2        CC               

Silver Marlin CDO I Ltd.            A-2        CC               

Silver Marlin CDO I Ltd.            A-3        CC               

Silver Marlin CDO I Ltd.            A-4        CC               

Silver Marlin CDO I Ltd.            B          CC               

Silver Marlin CDO I Ltd.            C          CC               

Silver Marlin CDO I Ltd.            D          CC               

Silver Marlin CDO I Ltd.            E          CC               

Silver Marlin CDO I Ltd.            F          CC               

Stone Tower CDO II Ltd.             A-1LA      AAA              

Stone Tower CDO II Ltd.             X          AAA              

Trainer Wortham First               A-1        AAA
Republic CBO V Ltd.


* S&P Trims Ratings on 71 Classes from 26 US Subprime RMBS
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 71
classes of mortgage pass-through certificates from 26 U.S.
subprime residential mortgage-backed securities transactions
issued between 2001 and 2004.  S&P removed one of the lowered
ratings from CreditWatch with negative implications.  Two
additional ratings remain on CreditWatch negative.  Lastly, S&P
affirmed its ratings on 128 other classes of certificates.  S&P  
analyzed a total of 27 deals for this review.
     
Chase Funding Loan Acquisition Trust Series 2003-C1 was the only
deal that experienced affirmations and no rating changes.  The
lowered ratings and remaining CreditWatch negative placements
reflect the performance of the underlying subprime collateral as
of the August 2008 remittance period.  Current or projected credit
support, which is based on previous losses or the dollar amounts
of delinquencies in the pipelines of the affected deals, was
insufficient to support the ratings at their previous levels.

While overcollateralization is at its target for 23 structures
from 15 of the 26 deals, credit support for the downgraded
transactions has deteriorated and in their delinquency pipelines
have grown during recent months.  Available loss severities
indicate that the pattern of losses is likely to continue.  O/C
has been depleted for six of the downgraded deals.  The
approximate 12-month average of available loss severities for the
affected vintages were as follows: 2001, 82%; 2002, 72%; 2003,
74%; and 2004, 60%.  
     
As of the August 2008 remittance period, seasoning for the
downgraded deals ranged from 45 months (Chase Funding Loan
Acquisition Trust Series 2004-OPT1) to 80 months (Chase Funding
Trust Series 2001-4), and the paydown of the pools ranged from
3.73% (Home Equity Asset Trust 2002-2) to 43.06% (Chase Funding
Trust Series 2003-6, loan group 1) of the original principal
balances.  Cumulative losses for the downgraded transactions
ranged from 0.38% (Chase Funding Trust Series 2003-6, loan group
1) to 5.07% (Long Beach Mortgage Loan Trust 2002-2) of the
original principal balances, while total delinquencies ranged from
5% (Chase Funding Trust Series 2003-5, loan group 2) to 51.85%
(Chase Funding Trust Series 2001-4, loan group 2) of the current
pool balances.
     
The affirmations reflect adequate credit support that is
sufficient to maintain the ratings at their current levels.
     
A combination of subordination, excess spread, and O/C originally
provided credit support to all of the transactions.  The
underlying collateral for the deals consists of subprime mortgage
loans.


                          Rating Actions

2004-CB6 Trust
Series      2004-CB6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-4        59020UJL0     B              BB

Chase Funding Loan Acquisition Trust, Series 2004-AQ1
Series      2004-AQ1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        161542DS1     BBB            BBB+
B-2        161542DT9     BBB-           BBB
B-3        161542DU6     BB             BBB-
B-4        161542DV4     B              BB+
B-5        161542DW2     B-             BB

Chase Funding Loan Acquisition Trust, Series 2004-OPT1
Series      2004-OPT1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        161542EC5     BBB            BBB+
B-2        161542ED3     BBB-           BBB
B-3        161542EE1     BB             BBB-
B-4        161542EF8     B-             BB+

Chase Funding Trust, Series 2001-4
Series      2001-4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
IB         161551FH4     BB             BBB-
IIM-1      161551FK7     B              AA
IIM-2      161551FL5     B-             A

Chase Funding Trust, Series 2002-2
Series 2002-2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
IM-2       161551FV3     BBB-           A
IB         161551FW1     BB             BBB
IIM-1      161551FY7     A              AA
IIM-2      161551FZ4     CCC            A
IIB        161551GA8     CCC            BBB

Chase Funding Trust, Series 2002-3
Series 2002-3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
IM-2       161546CZ7     BB             A
IB         161546DA1     BB-            BBB
IIM-1      161546DC7     BB             AA
IIM-2      161546DD5     B              A

Chase Funding Trust, Series 2002-4
Series 2002-4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
IIM-1      161546DR4     BB+            AA
IIM-2      161546DS2     BB-            A

Chase Funding Trust, Series 2003-2
Series 2003-2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
IB         161546EU6     BB             BBB
IIM-1      161546EX0     B              AA
IIM-2      161546EY8     CCC            A

Chase Funding Trust, Series 2003-3
Series 2003-3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
IB         161546FK7     BB             BBB
IIM-2      161546FP6     B              A
IIB        161546FQ4     CCC            BBB

Chase Funding Trust, Series 2003-5
Series 2003-5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
IIM-1      161546GS9     BBB            AA
IIM-2      161546GT7     BB             A
IIB        161546GU4     B              BBB

Chase Funding Trust, Series 2003-6
Series 2003-6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
IB         161546HF6     BBB-           BBB+
IIM-1      161546HJ8     BBB            AA
IIM-2      161546HK5     B              A
IIB        161546HL3     CCC            BBB

Chase Funding Trust, Series 2004-1
Series 2004-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
IB         161546HX7     BB             BBB
IIM-2      161546JB3     B-             A
IIB        161546JC1     CCC            BBB

Chase Funding Trust, Series 2004-2
Series 2004-2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
IIM-2      161546JQ0     BB             A
IIB        161546JN7     B              BBB

Fremont Home Loan Trust 2003-1
Series 2003-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        35729PAS9     AA             AAA
M-2        35729PAT7     BBB            AA+
M-4        35729PAV2     B+             A
M-5        35729PAW0     B              BBB
M-3        35729PAU4     BB             AA

GSAMP Trust 2002-WF
Series 2002-WF
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        36228FJQ0     AA             AA+
M-2        36228FJR8     BB             A

GSAMP Trust 2003-NC1
Series 2003-NC1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        36228FLY0     A+             AAA
M-3        36228FMA1     A-             AAA
B-1        36228FMB9     B-             AA
B-2        36228FMC7     CCC            BBB

Home Equity Asset Trust 2002-2
Series 2002-2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        22541NCU1     BBB            AA+
M-2        22541NCV9     CCC            BB

Home Equity Asset Trust 2003-2
Series 2003-2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        22541NP52     A              AA
M-2        22541NP60     BB             BBB-/Watch Neg

Home Equity Asset Trust 2004-5
Series 2004-5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-4        437084DZ6     A+/Watch Neg   A+/Watch Neg
M-5        437084EA0     BBB-/Watch Neg BBB-/Watch Neg
B-3        437084EE2     D              CC

Long Beach Mortgage Loan Trust 2002-2
Series 2002-2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M2         542514CK8     B-             BBB
M3         542514CL6     D              CCC

Morgan Stanley ABS Capital I Inc. Trust 2003-NC6
Series 2003-NC6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-3        61746RBR1     D              CCC

Morgan Stanley Dean Witter Capital I Inc. Trust 2002-NC4
Series 2002-NC4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        61746WVT4     BB             BBB
B-1        61746WVU1     D              CCC

Option One Mortgage Loan Trust 2002-5
Series 2002-5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        68389FCU6     A              AAA
M-3        68389FCV4     BBB            BBB+

Option One Mortgage Loan Trust 2002-6
Series 2002-6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        68400XAZ3     AA             AAA
M-2        68400XBA7     BB             A
M-3        68400XBB5     BB-            BBB

Saxon Asset Securities Trust 2002-2
Series 2002-2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        805564LZ2     BBB            A
B          805564MA6     CCC            B

Saxon Asset Securities Trust 2004-2
Series 2004-2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
MV-6       805564QQ7     BB             BBB

                         Ratings affirmed

2004-CB6 Trust
Series 2004-CB6

Class      CUSIP         Rating
-----      -----         ------
AF-3       59020UJA4     AAA
AF-4       59020UJB2     AAA
M-1        59020UJC0     AA
M-2        59020UJD8     A
M-3        59020UJE6     A-
B-1        59020UJF3     BBB+
B-2        59020UJG1     BBB
B-3        59020UJH9     BBB-

Chase Funding Loan Acquisition Trust, Series 2003-C1
Series 2003-C1

Class      CUSIP         Rating
-----      -----         ------
IA-4       161542CN3     AAA
IA-5       161542CP8     AAA
IM-1       161542CQ6     AA
IM-2       161542CR4     A
IB         161542CS2     BBB

Chase Funding Loan Acquisition Trust, Series 2004-AQ1
Series 2004-AQ1

Class      CUSIP         Rating
-----      -----         ------
A-2        161542DN2     AAA
M-1        161542DP7     AA
M-2        161542DQ5     A
M-3        161542DR3     A-

Chase Funding Loan Acquisition Trust, Series 2004-OPT1
Series 2004-OPT1

Class      CUSIP         Rating
-----      -----         ------
M-1        161542DZ5     AA
M-2        161542EA9     A
M-3        161542EB7     A-

Chase Funding Trust, Series 2001-4
Series 2001-4

Class      CUSIP         Rating
-----      -----         ------
IA-5       161551FD3     AAA
IA-6       161551FE1     AAA
IM-1       161551FF8     AA
IM-2       161551FG6     A
IIA-1      161551FJ0     AAA

Chase Funding Trust, Series 2002-2
Series 2002-2

Class      CUSIP         Rating
-----      -----         ------
IA-5       161551FS0     AAA
IA-6       161551FT8     AAA
IM-1       161551FU5     AA
IIA-1      161551FX9     AAA

Chase Funding Trust, Series 2002-3
Series 2002-3

Class      CUSIP         Rating
-----      -----         ------
IA-5       161546CW4     AAA
IA-6       161546CX2     AAA
IM-1       161546CY0     AA
IIA-1      161546DB9     AAA

Chase Funding Trust, Series 2002-4
Series 2002-4

Class      CUSIP         Rating
-----      -----         ------
IA-5       161546DK9     AAA
IA-6       161546DL7     AAA
IM-1       161546DM5     AA
IM-2       161546DN3     A
IB         161546DP8     BBB
IIA-1      161546DQ6     AAA

Chase Funding Trust, Series 2003-2
Series 2003-2

Class      CUSIP         Rating
-----      -----         ------
IA-5       161546EQ5     AAA
IA-6       161546ER3     AAA
IM-1       161546ES1     AA
IM-2       161546ET9     A
IIA-2      161546EW2     AAA

Chase Funding Trust, Series 2003-3
Series 2003-3

Class      CUSIP         Rating
-----      -----         ------
IA-4       161546FE1     AAA
IA-5       161546FF8     AAA
IA-6       161546FG6     AAA
IM-1       161546FH4     AA
IM-2       161546FJ0     A
IIA-2      161546FM3     AAA
IIM-1      161546FN1     AA

Chase Funding Trust, Series 2003-5
Series 2003-5

Class      CUSIP         Rating
-----      -----         ------
IA-4       161546GJ9     AAA
IA-5       161546GK6     AAA
IA-6       161546GL4     AAA
IM-1       161546GM2     AA
IM-2       161546GN0     A
IB         161546GP5     BBB
IIA-2      161546GR1     AAA

Chase Funding Trust, Series 2003-6
Series 2003-6

Class      CUSIP         Rating
-----      -----         ------
IA-3       161546GY6     AAA
IA-4       161546GZ3     AAA
IA-5       161546HA7     AAA
IA-6       161546HB5     AAA
IA-7       161546HC3     AAA
IM-1       161546HD1     AA+
IM-2       161546HE9     A+
IIA-2      161546HH2     AAA

Chase Funding Trust, Series 2004-1
Series 2004-1

Class      CUSIP         Rating
-----      -----         ------
IA-4       161546HR0     AAA
IA-5       161546HS8     AAA
IA-6       161546HT6     AAA
IA-7       161546HU3     AAA
IM-1       161546HV1     AA
IM-2       161546HW9     A
IIA-2      161546HZ2     AAA
IIM-1      161546JA5     AA

Chase Funding Trust, Series 2004-2
Series 2004-2

Class      CUSIP         Rating
-----      -----         ------
IA-4       161546JG2     AAA
IA-5       161546JH0     AAA
IA-6       161546JJ6     AAA
IM-1       161546JK3     AA
IM-2       161546JL1     A
IB         161546JM9     BBB
IIA-2      161546JS6     AAA
IIM-1      161546JP2     AA

GSAMP Trust 2002-WF
Series 2002-WF

Class      CUSIP         Rating
-----      -----         ------
A-1        36228FJM9     AAA
A-2B       36228FJP2     AAA
B-1        36228FJS6     B-

GSAMP Trust 2003-NC1
Series 2003-NC1

Class      CUSIP         Rating
-----      -----         ------
M-1        36228FLX2     AAA

Home Equity Asset Trust 2002-2
Series 2002-2

Class      CUSIP         Rating
-----      -----         ------
A-2        22541NCP2     AAA
A-3        22541NCQ0     AAA
A-4        22541NCR8     AAA

Home Equity Asset Trust 2003-2
Series 2003-2

Class      CUSIP         Rating
-----      -----         ------
M-3        22541NQ28     B-

Home Equity Asset Trust 2004-5
Series 2004-5

Class      CUSIP         Rating
-----      -----         ------
A-1        437084DQ6     AAA
A-3        437084DS2     AAA
A-IO-1     437084DT0     AAA
A-IO-2     437084EG7     AAA
M-1        437084DW3     AA+
M-2        437084DX1     AA
M-3        437084DY9     AA-
M-6        437084EB8     B+
B-1        437084EC6     B-
B-2        437084ED4     CCC

Morgan Stanley ABS Capital I Inc. Trust 2003-NC6
Series 2003-NC6

Class      CUSIP         Rating
-----      -----         ------
M-1        61746RBL4     AA+
M-2        61746RBM2     A
M-3        61746RBN0     BB
B-1        61746RBP5     B
B-2        61746RBQ3     CCC

Morgan Stanley Dean Witter Capital I Inc. Trust 2002-NC4
Series 2002-NC4

Class      CUSIP         Rating
-----      -----         ------
M-1        61746WVS6     AA

Option One Mortgage Loan Trust 2002-5
Series 2002-5

Class      CUSIP         Rating
-----      -----         ------
M-1        68389FCT9     AAA
M-4        68389FCW2     BBB

Option One Mortgage Loan Trust 2002-6
Series 2002-6

Class      CUSIP         Rating
-----      -----         ------
A-1        68400XAX8     AAA
A-2        68400XAY6     AAA

Saxon Asset Securities Trust 2002-2
Series 2002-2

Class      CUSIP         Rating
-----      -----         ------
AF-5       805564LU3     AAA
AF-6       805564LV1     AAA
AV         805564LW9     AAA
M-1        805564LY5     AA

Saxon Asset Securities Trust 2004-2
Series 2004-2

Class      CUSIP         Rating
-----      -----         ------
AF-3       805564PX3     AAA
AF-4       805564PY1     AAA
AF-5       805564PZ8     AAA
MF-1       805564QA2     AA
MF-2       805564QB0     A+
MF-3       805564QC8     A
MF-4       805564QD6     A-
MF-5       805564QE4     BBB+
MF-6       805564QF1     BBB
MV-1       805564QK0     AA
MV-2       805564QL8     A+
MV-3       805564QM6     A
MV-4       805564QN4     A-
MV-5       805564QP9     BBB+


* S&P Downgrades Ratings on 84 Classes from 15 Subprime RMBS
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 84
classes of mortgage pass-through certificates from 15 U.S.
subprime residential mortgage-backed securities transactions from
various issuers.  Concurrently, S&P affirmed its ratings on 113
other classes of certificates from these transactions.  S&P
analyzed a total of 18 deals for this review.
     
The lowered ratings reflect S&P's lifetime loss expectations,
coupled with projected future deterioration in credit enhancement
due to the step-down features of the subprime RMBS transactions
issued in 2005.  As principal is released to the subordinate
classes of these transactions, available credit support to absorb
the projected losses in future periods decreases unless the
transactions' triggers fail.  Based on the current collateral
performance of these transactions, S&P projects that future credit
enhancement percentages will be insufficient to maintain the
ratings at their previous levels.
     
As of the Aug. 25, 2008, distribution date, cumulative losses for
these transactions ranged from 0.53% to 3.05% of each
transaction's original pool balance.  Total delinquencies ranged
from 11.63% to 40.36% of the current pool balances, while severe
delinquencies ranged from 6.95% to 27.63% of the current pool
balances.  The affirmations reflect current and projected credit
support percentages that are sufficient to maintain the ratings at
their current levels.
     
A combination of subordination, excess interest, and
overcollateralization provide credit enhancement for these
transactions.  The collateral supporting these series consist of
pools of fixed- and adjustable-rate subprime mortgage loans
secured by first liens on one- to four-family residential
properties.

                        Rating Actions

ACE Securities Corp Home Equity Loan Trust Series 2005-WF1
Series    2005-WF1

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-9        004421QX4     BBB            BBB+
M-10       004421QY2     BB             BBB
M-11       004421QZ9     B              BBB-

Bear Stearns Asset Backed Securities I Trust 2005-HE1
Series    2005-HE1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-3        073879PT9     BBB            A-
M-4        073879PU6     BB             BBB+
M-5        073879PV4     B              BBB
M-6        073879PW2     CCC            BBB-

CSFB Home Equity Pass-Through Certificates, Series 2005-FIX1 Trust
Series    2005-FIX1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        22541S6C7     BB             BBB
B-2        22541S6D5     B              BBB-

Long Beach Mortgage Loan Trust 2005-1
Series    2005-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-6        542514KE3     BBB            A-
M-7        542514KF0     BB             BBB+
M-8        542514KG8     B              BBB
M-9        542514KH6     CCC            BBB-
B-1        542514KJ2     CCC            BB+
B-2        542514KK9     CC             BB

Merrill Lynch Mortgage Investors Trust, Series 2005-NC1
Series 2005-NC1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-2        59020URT4     BBB            BBB+
B-3        59020URU1     BB             BBB+
B-4        59020URV9     BB-            BBB
B-5        59020URZ0     B              BBB-
B-6        59020USA4     CCC            BB+

Merrill Lynch Mortgage Investors Trust, Series 2005-WMC1
Series 2005-WMC1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-3        59020UQX6     A              A+
M-4        59020UQY4     BBB            A
B-1        59020UQZ1     BBB-           A-
B-2        59020URA5     BB             BBB+
B-3        59020URB3     B              BBB
B-4        59020URC1     B-             BBB-
B-5        59020URD9     CCC            BB+
B-6        59020URE7     CCC            BB+

Morgan Stanley ABS Capital I Inc. Trust 2005-HE1
Series 2005-HE1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-3        61744CKQ8     A              AA-
M-4        61744CKR6     BBB            A+
M-5        61744CKS4     BBB-           A
M-6        61744CKT2     BB             A-
B-1        61744CKU9     BB-            BBB+
B-2        61744CKV7     B              BBB
B-3        61744CKW5     CCC            BBB-

Morgan Stanley Home Equity Loan Trust 2005-1
Series 2005-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-4        61744CLH7     A              A+
M-5        61744CLJ3     BB             A
M-6        61744CLK0     B              A-
B-1        61744CLL8     CCC            BBB+
B-2        61744CLM6     CCC            BBB
B-3        61744CLN4     CCC            BBB-

Option One Mortgage Loan Trust 2005-1
Series 2005-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-4        68389FGN8     BBB            A+
M-5        68389FGP3     B              A
M-6        68389FGQ1     CCC            BBB
M-7        68389FGR9     CCC            B
M-8        68389FGS7     CC             CCC
M-9        68389FGT5     CC             CCC

RASC Series 2005-KS1 Trust
Series 2005-KS1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        76110WM45     BB             A+
M-3        76110WM52     B              A
M-4        76110WM60     CCC            A-
M-5        76110WM78     CCC            BBB+
M-6        76110WM86     CCC            BBB
B          76110WM94     CCC            BB

Saxon Asset Securities Trust 2005-1
Series 2005-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-3        805564RP8     A              AA-
M-4        805564RQ6     BB             A+
M-5        805564RR4     B              A
M-6        805564RS2     CCC            A-
B-1        805564RT0     CCC            BBB+
B-2        805564RU7     CCC            BBB
B-3        805564RV5     CC             BBB-

Structured Asset Investment Loan Trust 2005-1
Series 2005-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M3         86358EQK5     A              AA-
M4         86358EQL3     BB             A+
M6         86358EQN9     CCC            A-
M7         86358EQP4     CCC            BBB+
M8         86358EQQ2     CCC            BBB
M9         86358EQR0     CC             BB-
M5         86358EQM1     B              A

Structured Asset Securities Corp.
Series 2005-NC1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M3         86359BZ38     A              AA
M4         86359BZ46     BBB            AA-
M5         86359BZ53     BB             A
M6         86359BZ61     B              A-
M7         86359BZ79     CCC            BBB+
M8         86359BZ87     CCC            BBB
M9         86359BZ95     CCC            BBB-
B          86359B3V1     CC             B

Structured Asset Securities Corporation 2005-WF1
Series 2005-WF1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M7         86359BW56     BBB            BBB+
M8         86359BW64     BB             BBB
M9         86359BV24     B              BBB-
B1         86359BV32     CCC            BB
B2         86359BW72     CCC            BB

Terwin Mortgage Trust 2005-2HE
Series 2005-2HE
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        881561PX6     BBB            AA
M-3        881561PY4     BB             A+
M-4        881561PZ1     B              A
B-1        881561QA5     CCC            BBB-

                         Ratings Affirmed

ACE Securities Corp Home Equity Loan Trust Series 2005-WF1
Series 2005-WF1

Class      CUSIP         Rating
-----      -----         ------
A-1        004421QK2     AAA
A-2C       004421QN6     AAA
M-1        004421QP1     AA+
M-2        004421QQ9     AA
M-3        004421QR7     AA
M-4        004421QS5     AA
M-5        004421QT3     A+
M-6        004421QU0     A+
M-7        004421QV8     A
M-8        004421QW6     A

Bear Stearns Asset Backed Securities I Trust 2005-HE1
Series 2005-HE1

Class      CUSIP         Rating
-----      -----         ------
M-1        073879PR3     AA
M-2        073879PS1     A
M-7        073879PX0     CCC

Centex Home Equity Loan Trust 2005-A
Series 2005-A

Class      CUSIP         Rating
-----      -----         ------
AF-5       152314MC1     AAA
AF-6       152314MD9     AAA
M-1        152314MH0     AA+
M-2        152314MJ6     AA
M-3        152314MK3     AA-
M-4        152314ML1     A+
M-5        152314MM9     A
M-6        152314MN7     A-
M-7        152314MP2     BBB+
B          152314MQ0     BBB

CSFB Home Equity Pass-Through Certificates, Series 2005-FIX1 Trust
Series 2005-FIX1

Class      CUSIP         Rating
-----      -----         ------
A-2        22541S5R5     AAA
A-3        22541S5S3     AAA
A-4        22541S5T1     AAA
A-5        22541S5U8     AAA
M-1        22541S5V6     AA+
M-2        22541S5W4     AA
M-3        22541S5X2     AA
M-4        22541S5Y0     AA-
M-5        22541S5Z7     A+
M-6        22541S6A1     A
M-7        22541S6B9     A-

Long Beach Mortgage Loan Trust 2005-1
Series 2005-1

Class      CUSIP         Rating
-----      -----         ------
I-A1       542514JV7     AAA
M-1        542514JZ8     AA+
M-2        542514KA1     AA
M-3        542514KB9     AA-
M-4        542514KC7     A+
M-5        542514KD5     A

Merrill Lynch Mortgage Investors Trust, Series 2005-NC1
Series 2005-NC1

Class      CUSIP         Rating
-----      -----         ------
M-1        59020URP2     AA
M-2        59020URQ0     A+
M-3        59020URR8     A
B-1        59020URS6     A-

Merrill Lynch Mortgage Investors Trust, Series 2005-WMC1
Series 2005-WMC1

Class      CUSIP         Rating
-----      -----         ------
M-1        59020UQV0     AA
M-2        59020UQW8     AA

Morgan Stanley ABS Capital I Inc. Trust 2005-HE1
Series 2005-HE1

Class      CUSIP         Rating
-----      -----         ------
A-1ss      61744CKX3     AAA
A-2ss      61744CKY1     AAA
M-1        61744CKN5     AA+
M-2        61744CKP0     AA

Morgan Stanley Home Equity Loan Trust 2005-1
Series 2005-1

Class      CUSIP         Rating
-----      -----         ------
A-1ss      61744CKZ8     AAA
A-1mz      61744CLA2     AAA
A-2c       61744CLD6     AAA
M-1        61744CLE4     AA+
M-2        61744CLF1     AA
M-3        61744CLG9     AA-

Option One Mortgage Loan Trust 2005-1
Series 2005-1

Class      CUSIP         Rating
-----      -----         ------
A-1A       68389FGE8     AAA
A-1B       68389FGF5     AAA
A-4        68389FGJ7     AAA
M-1        68389FGK4     AA+
M-2        68389FGL2     AA
M-3        68389FGM0     AA-

Popular ABS Mortgage Pass-Through Trust 2005-1
Series 2005-1

Class      CUSIP         Rating
-----      -----         ------
AF-3       73316PBK5     AAA
AF-4       73316PBL3     AAA
AF-5       73316PBM1     AAA
AF-6       73316PBN9     AAA
AV-1A      73316PBP4     AAA
AV-1B      73316PBQ2     AAA
AV-2       73316PBR0     AAA
M-1        73316PBS8     AA
M-2        73316PBT6     A
M-3        73316PBU3     A-
M-4        73316PBV1     BBB+
B-1        73316PBW9     BBB
B-2        73316PBX7     BBB-

Popular ABS Mortgage Pass-Through Trust 2005-B
Series 2005-B

Class      CUSIP         Rating
-----      -----         ------
AF-5       73316PEH9     AAA
M-1        73316PEL0     AA
M-2        73316PEM8     A
M-3        73316PEN6     A-
M-4        73316PEP1     BBB+
M-5        73316PEQ9     BBB
B-1        73316PES5     BB+
B-2        73316PET3     BB
B-3        73316PEU0     B
M-6        73316PER7     BBB-

RASC Series 2005-KS1 Trust
Series 2005-KS1

Class      CUSIP         Rating
-----      -----         ------
A-3        76110WM29     AAA
M-1        76110WM37     AA

Saxon Asset Securities Trust 2005-1
Series 2005-1

Class      CUSIP         Rating
-----      -----         ------
M-1        805564RM5     AA+
M-2        805564RN3     AA

Structured Asset Investment Loan Trust 2005-1
Series 2005-1

Class      CUSIP         Rating
-----      -----         ------
A2         86358EQA7     AAA
A4         86358EQC3     AAA
A5         86358EQD1     AAA
A7         86358EQF6     AAA
A8         86358EQG4     AAA
M1         86358EQH2     AA+
M2         86358EQJ8     AA

Structured Asset Securities Corp.
Series 2005-NC1

Class      CUSIP         Rating
-----      -----         ------
A5         86359BY21     AAA
A8         86359BY54     AAA
A9         86359BY62     AAA
A10        86359BY70     AAA
A-11       86359BY88     AAA
M1         86359BY96     AA+
M2         86359BZ20     AA+

Structured Asset Securities Corporation 2005-WF1
Series 2005-WF1

Class      CUSIP         Rating
-----      -----         ------
A3         86359BV65     AAA
M1         86359BV73     AA+
M2         86359BV81     AA
M3         86359BV99     AA-
M4         86359BW23     A+
M5         86359BW31     A
M6         86359BW49     A-

Terwin Mortgage Trust 2005-2HE
Series 2005-2HE

Class      CUSIP         Rating
-----      -----         ------
A-1        881561PU2     AAA
S          881561PV0     AAA
M-1        881561PW8     AA+


* Democrats Want Changes in Bankruptcy Law Included in Rescue Plan
------------------------------------------------------------------
Democrats want the rescue plan for Wall Street to include changes
to the bankruptcy law, which will allow judges in Chapter 13
bankruptcy to modify the terms of home loans, Chris Chan of NBC in
San Diego reports.  The proposed changes include permitting judges
to modify interest rates and reduce the loan amounts to match the
depreciated prices of the home loans, also known as "cramdowns."  

This new legislation is meant to help homeowners avoid future
foreclosures, and thus retain possession of their homes.

These changes have been introduced before but met stiff opposition
from the Bush administration and the lenders.  The provision was
not included in the Foreclosure Prevention Act of 2008 and the
housing rescue package, which will be effective in October.

"They believe it is bad policy to encourage irresponsible
borrowing and it ends up rewarding people who exercised poor
judgment in borrowing," said bankruptcy attorney Paul Staley.  

Attorney Michael O'Halloran says judges should be given the
authority to change mortgage loan terms in personal bankruptcy, in
the same manner as judges in Chapter 11 corporate bankruptcy are
able to change the terms of loans facing companies.

As reported by the Troubled Company Reporter on Sept. 30, the
government's proposed $700 billion bailout plan for the financial
market failed in the House of Representatives with a 228-205 vote.
Talks broke down on Thursday when congressional leaders and
presidential candidates couldn't agree on the plan's provisions.  
Congressional leaders said they would work on the bill again, with
a new vote possibly late this week.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Oct. 3, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/UMKC Midwestern Bankruptcy Institute
         H. Roe Bartle Hall Convention Center, Kansas City
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         Standard Club, Chicago, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Charity Golf Event
         Forest Park Golf Course, St. Louis, Missouri
            Contact: www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Billiards Networking Night
         Herbert's Billiards, Secaucus, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Member Social
         Davenport Press, Mineola, New York
            Contact: 631-251-6296 or www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         TBD, Calgary, Alberta
            Contact: 503-768-4299 or www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      View from the Bench - Bankruptcy Update
         Summit Club, Birmingham, Alabama
            Contact: www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      How to Contract with a Turnaround Manager
         University Club, Portland, Oregon
            Contact: www.turnaround.org

Oct. 22, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Nevada Award Night
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: www.turnaround.org

Oct. 23, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Election Oriented
         TBD, Phoenix, Arizona
            Contact: www.turnaround.org

Oct. 23, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Effective Turnarounds: A Panel of Professionals
         TBA, Rochester, New York
            Contact: www.turnaround.org

Oct. 23-24, 2008
   AMERICAN CONFERENCE INSTITUTE
      Distressed Assets Boot Camp
         TBD, London, United Kingdom
            Contact: www.americanconference.com

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 29-30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Corporate Governance Meetings
         Marriott, New Orleans, Louisiana
            Contact: www.turnaround.org

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               www.renaissanceamerican.com

Oct. 31, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Hilton, Frankfurt, Germany
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 6, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Coach House Diner & Restaurant, Hackensack, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Nov. 11, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Conference
         Marriott, Troy, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Case Study
         Summit Club, Birmingham, Alabama
            Contact: www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Effective Turnarounds:A View From Workout Consultants
         TBA, Buffalo, New York
            Contact: www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Social
         TBD, Melville, New York
            Contact: 631-251-6296 or www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Meeting
         TBD, Calgary, Alberta
            Contact: 503-768-4299 or www.turnaround.org

Nov. 17-18, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Distressed Investing
            Contact: 800-726-2524; 903-595-3800;
               www.renaissanceamerican.com

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         Tournament Players Club at Jasna Polana, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
Restructuring/Bankruptcy
         Bankers Club, Miami, Florida
            Contact: 312-578-6900; http://www.turnaround.org/
  
Nov. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Senior Housing & Long Term Care
         Washington Athletic Club,Seattle, Washington
            Contact: www.turnaround.org

Nov. 27, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Chris Kaup
         TBD, Phoenix, Arizona
            Contact: www.turnaround.org

Dec. 3, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Party
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: 702-952-2480 or www.turnaround.org

Dec. 3, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         Terminal City Club, Vancouver, British Columbia
            Contact: 503-768-4299 or www.turnaround.org

Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

Dec. 8, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering
         TBD, Long Island, New York
            Contact: 631-251-6296 or www.turnaround.org

Dec. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         Washington Athletic Club, Seattle, Washington
            Contact: 503-768-4299 or www.turnaround.org

Dec. 11, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         University Club, Portland, Oregon
            Contact: 503-768-4299 or www.turnaround.org

Dec. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         TBD, Phoenix, Arizona
            Contact: 623-581-3597 or www.turnaround.org

Dec. 31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Sponsorships - Annual Golf Outing, Various Events
         TBA, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Jan. 21-22, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 5-7, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Insolvency Symposium
         Westin Casurina, Grand Cayman Island, AL
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 25-27, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Valcon
         Four Seasons, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Beverly Wilshire, Beverly Hills, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 17-18, 2009
   NATIONAL ASSOCIATION OFBANKRUPTCY TRUSTEES
      NABT Spring Seminar
         The Peabody, Orlando, Florida
            Contact: http://www.nabt.com/

Apr. 20, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         John Adams Courthouse, Boston, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

Apr. 28-30, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

May 14-16, 2009
   ALI-ABA
      Chapter 11 Business Reorganizations
         Langham Hotel, Boston, Massachusetts
            Contact: http://www.ali-aba.org

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 15-18, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Dec. 2-4, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/




                     *      *      *

                   Featured Conferences

Renaissance American Management and Beard Conferences presents

Oct. 30-31, 2008
Physician Agreements & Ventures
The Millennium Knickerbocker Hotel - Chicago
Brochure will be available soon!

Nov. 17-18, 2008
Distressed Investing
The Helmsley Park Lane - New York
Brochure will be available soon!


                     *      *      *


Beard Audio Conferences presents

Bankruptcy and Restructuring Audio Conference CDs

More information and list of available titles at:
http://beardaudioconferences.com/bin/topics?category_id=BAR

                     *      *      *

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  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.

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