TCR_Public/081003.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, October 3, 2008, Vol. 12, No. 236           

                             Headlines

26-01 ASTORIA: Wants to Hire General Capital as Financial Advisor
ABEL FOOD: Case Summary & Largest Unsecured Creditors
AMN HEALTHCARE: S&P Lifts Issue-Level Debt Ratings to BB from BB-
ARCADIA RESOURCES: Prearranged Stock Trading Plan Ends
AUSTRAL PACIFIC: Unveils Strategic Alternatives Review

AVANTAIR INC: June 30 Balance Sheet Upside-Down by $31.7 Million
BANC OF AMERICA: S&P Chips Ratings on Five Classes of Certificates
BEAR STEARNS: S&P Trims Rating on Class O Certificates to 'CCC+'
BERNOULLI HIGH: Moody's Downgrades Ratings on Two Classes of Notes
BHM TECHNOLOGIES: Court Confirms Joint Plan of Reorganization

BHM TECHNOLOGIES: Secures $35 Million Wells Fargo Exit Facility
BLUEPOINT RE: Court Approves Ongoing Liquidation in Bermuda
BOSCOV'S INC: Court Approves Sale Bidding Procedures
BRAINTECH INC: Royal Bank of Canada Extends $2.6MM Facility
BRIGGS & STRATTON: S&P Cuts Unsec. Notes & Credit Ratings to 'BB-'

CALYPTE BIOMEDICAL: Almyn Acquires 20 Million Shares for $700,000
CALYPTE BIOMEDICAL: Ahmed Alsuwaidi Discloses 8.4% Equity Stake
CANCER INSTITUTE: Files Schedules of Assets and Liabilities
CARDINAL & GOLD: Case Summary & Nine Largest Unsecured Creditors
CASTRO PROPERTY: Voluntary Chapter 11 Case Summary

CATALYST ENERGY: Files for Chapter 11 Bankruptcy Protection
CATALYST ENERGY: Case Summary & 60 Largest Unsecured Creditors
CENTRAL PARKING: S&P Cuts Ratings on Real Estate Disposal Delays
CHESAPEAKE CORPORATION: Joachim Dziallas Discloses 13.5% Stake
CITY CROSSING: Files First Amended Plan and Disclosure Statement

CLEARPOINT BUSINESS: June 30 Balance Sheet Upside-Down by $20 Mln
D & J INC: Case Summary & 13 Largest Unsecured Creditors
DYNEGY INC: S&P Holds 'B' Corp. Credit Rating; Outlook Stable
EMISPHERE TECH: June 30 Balance Sheet Upside-Down by $24.6 Million
EMISPHERE TECHNOLOGIES: SEC Grants Info Exclusion in Form 10Q

ETELOS INC: Jeffrey L. Garon Quits as Chief Executive Officer
EQUINOX HOLDINGS: S&P Lifts Rating to 'B' on Good Performance
ESTATE FINANCIAL: Court OKs Trustee to Hire LECG as Accountant
FEDERAL-MOGUL: Court Denies Plan Settlement to Resolve Claims
FIRST FRANKLIN: S&P Corrects Rating on Class A-5 2006-FF14 Trust

FOOT LOCKER: $102MM dELia*s Deal Won't Affect S&P's 'BB' Rating
FORD MOTOR: To Sell $500 Million Worth of Shares
FORD MOTOR: Registers 35MM Shares for Hourly Employee Savings Plan
FORD MOTOR: Registers 50MM Shares for Salaried Workers Stock Plan
GAINEY CORP: Faces $238MM Suit By Wachovia Over Loans

GEMSTONE CDO: Poor Credit Quality Cues Moody's to Junk Notes Rtngs
GRASSY CREEK: Case Summary & Six Largest Unsecured Creditors
HICKORY HUT: Files Schedules of Assets and Liabilities
HOSPITAL PARTNERS: Gets Interim Borrowing Authority for $1.7MM
HUNTSMAN CORP: Proposed Hexion Deal Cues S&P to Keep Neg. Watch

IL LUGANO: U.S. Trustee Reschedules Sec. 341(a) Meeting to Oct. 20
IMAGEWARE SYSTEMS: Harvey and Helen Kohn Disclose 9.2% Stake
IMARX THERAPEUTICS: Divests Urokinase Biz to Microbix Biosystems
INTEGRAL VISION: J. N. Hunter Discloses 30% Equity Stake
INTEGRAL VISION: John R. Kiely III Discloses 25.4% Equity Stake

INTEGRAL VISION: Charles Drake Discloses 14% Equity Stake
INVESTMENT EQUITY: Court Okays Eric Slocum as Bankruptcy Counsel
JARDEN CORP: S&P Holds 'B+' Rating and Revises Outlook to Positive
JOHN AWAH: Case Summary & Largest Unsecured Creditors
KIM SON: Case Summary & 20 Largest Unsecured Creditors

KORLE BU: Case Summary & Largest Unsecured Creditors
LAS VEGAS SANDS: $475MM CEO Investment Cues S&P's Negative Watch
LE JARDIN: Section 341(a) Meeting Scheduled for October 16
LE JARDIN: Hearing on Bloomb Law's Employment Set on October 16
LE JARDIN: Filing of Assets & Debts Schedules Extended to Oct. 10

LEVEL 3 COMMS: Files Prospectus for Sale of 23 Million Shares
LKQ CORP: S&P Assigns 'BB+' Rating on $15MM Sr. Credit Facility
LOCAL TV: S&P Holds 'B' Credit Rating; Changes Outlook to Stable
LOEHMANN'S CAPITAL: Moody's Affirms PD Rating at 'Caa2'
LPATH INC: Names John Bender as Sr VP of Research and Development

MADILL EQUIPMENT: Ritchie to Auction Unused Logging Equipment
MAGNITUDE INFO: Kiwibox Founder Tumanov to Remain as Consultant
MAGNOLIA FINANCE: Moody's Chips Ratings on 13 Classes of Notes
MASSACHUSETTS HEALTH: S&P Lifts 1996C Revenue Bonds Rating to 'BB'
MECHANICAL TECHNOLOGY: Enters Warrant Agreements with MTI Unit

MEDICOR LTD: Wants Until December 5 to File Chapter 11 Plan
MIDORI CDO: Moody's Trims $6.5MM Class A-X Notes Rating to 'B1'
MIRABILIS VENTURES: Court Sets Stay & Dismissal Hearing on Oct. 17
MORGAN STANLEY: S&P Affirms Low-B Ratings on Six Cert. Classes
MORTGAGES LTD: Creditors Oppose Extension of Exclusive Periods

MRS FIELDS: Court Confirms Prepackaged Bankruptcy Plan
NEW JERSEY HEALTH: S&P Puts 'D' Rating on $78MM 2003 & 1998 Bonds
NEW YORK SUN: Closes After Fund Raising Effort Failed
NEXCEN BRANDS: Expects $12 Million Revenues for 2nd Quarter 2008
NEXCEN BRANDS: Jack Dunn Quits from Board of Directors

NEXCEN BRANDS: To Sell Waverly Unit to Iconix for $26,000,000
NORTH CREEKSIDE: Case Summary & 14 Largest Unsecured Creditors
NORTH OAKLAND: Court Okays Bidding Procedures for Sale of Assets
NORTH OAKLAND: Gets Final OK to Obtain $2.75 Mil. McLaren DIP Loan
OAKMONT ASSET: S&P Junks Ratings on $350 Million Fixed-Rate Notes

OLYMPIC SALES: Takes New $49.5 Million Offer from Brunswick Corp.
ON INERGY: S&P S&P Affirms 'BB-' Rating; Removes Negative Watch
OPEN ENERGY: Inks Financing Agreement with Quercus Trust
PARK AT WELLS: Moody's Holds Subordinate Series 2002C Rating 'Ca'
PARMALAT SPA: Prelim. Injunction Hearing Moved to December 16

PEGASUS SATELLITE: Trust Okays Final Distribution to Creditors
PHOENIX FOOTWEAR: Names P. Douglas Ford as Chief Financial Officer
PRIMUS GUARANTY: Moody's Cuts Sr. Unsecured & Issuer Rtngs to Ba1
QUAKER DEVELOPMENT: Court Denies Request to Reinstate Case
QUEBECOR WORLD: Has Until January 31 to File Chapter 11 Plan

RADIO SYSTEMS: Moody's Holds All Ratings; Stabilizes Outlooks
RESERVE MGMT: To Liquidate Primary Fund, Returns $20 Billion
RESTRUCTURED ASSET: S&P Puts 'BB' Notes Rating Under Neg. Watch
RESTRUCTURED ASSET: S&P Junks Rating on $75MM Credit-Linked Certs.
RFC CDO: Moody's Slashes $92.5MM Class A-2 Notes to Caa3 from Aa3

RICHARD HODGES: Case Summary & 20 Largest Unsecured Creditors
ROBERT KUSHNER: Voluntary Chapter 11 Case Summary
ROBEX LLC: Case Summary & 13 Largest Unsecured Creditors
SALLY BEAUTY: Sally Holdings LLC Gets $70MM from $400MM Facility
SALLY BEAUTY: Sageview Capital Discloses 4.2% Equity Stake

SANDY CREEK: S&P Affirms $1 Bil. Credit Facilities Rating at 'BB-'
SIGMA FINANCE: Failure to Fix Violation Cues S&P to Junk Ratings
SIMON WORLDWIDE: Shareholders Support Recapitalization
SIMON WORLDWIDE: Ron Burkle, et al., Disclose 70% Equity Stake
SOLOMON TECHNOLOGIES: Gives 18.7MM Shares to 4 Debenture holders

SYNCHRONOUS AEROSPACE: Low Earnings Prompt S&P's Negative Outlook
SYNOVICS PHARMACEUTICALS: Maneesh Pharma Discloses 55.1% Stake
TEKOIL & GAS: Section 341(a) Meeting Scheduled for October 2
TEKOIL & GAS: Wants Plan Exclusivity Period Extended to Dec. 29
TEKOIL & GAS: Court OKs Brad Walker as Chief Restructuring Officer

TIM DODSON: Case Summary & 11 Largest Unsecured Creditors
THORNBURG MORTGAGE: S&P Keeps 'SD' Rating Until Offer Is Finalized
TOWERS OF CHANNELSIDE: Court Confirms 2nd Amended Chapter 11 Plan
TOWERS OF CORAL: Case Summary & 20 Largest Unsecured Creditors
TRANSMERIDIAN EXPLO: June 30 Balance Sheet Upside-Down by $50.1MM

TRANSMERIDIAN EXPLORATION: Receives Delisting Notice from AMEX
TRANSMERIDIAN EXPLORATION: Amends Exchange Offer Terms  
TRANSMERIDIAN EXPLORATION: Amends Investment Agreement with UEG
TRICADIA CDO: Credit Quality Slide Cues Moody's to Cut Ratings
TYSON FOODS: S&P Lifts Sr. Secured Notes Rating to BBB- from BB

UAL CORP: Scraps Furlough Plan, 1,550 FAs Volunteer to Take Leave
UAL CORP: Completes Amendment of Services Deal with Chase Bank
UAL CORP: Provides Investors with Update on Financial Outlook
VERTIS HOLDINGS: Wants Until November 5 to File Schedules
VIRGIN MOBILE: SEC Grants Information Exclusion from Form 10Q

WASHINGTON MUTUAL: Section 341(a) Meeting Set for October 15
WASHINGTON MUTUAL: Assets Could Be Worth Less Than $32 Billion
WILLIS GROUP: Moody's Cuts Unsecured Debt Ratings (P)Ba1
WOLF HOLLOW: S&P Holds 'B+' Rating on $260MM Senior Facility
WORLDSPACE INC: Forbearance Agreement Expired September 25

XERIUM TECHNOLOGIES: Freezes Benefit Accruals Under Pension Plan

* Moody's Says Recent Market Turmoil Slow Global Economic Growth
* Moody's: US Lodging's Neg. Outlook Based on Travelers Cut Back
* S&P: A Soft Demand Means a Hard Sell for Canadian Retail Sector
* S&P: Canadian Metals Sector Shines While Forest Products Strain
* S&P Cuts Ratings on 73 Tranches from 21 Cash Flow & Hybrid CDOs

* Senate Passes $700BB Bailout Bill; House May Vote Friday

* BOOK REVIEW: Working Together: 12 Principles for Achieving
               Excellence in Managing Projects, Teams, and
               Organizations

                             *********


26-01 ASTORIA: Wants to Hire General Capital as Financial Advisor
-----------------------------------------------------------------
26-01 Astoria Development LLC asks permission from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
General Capital Partners LLC as its financial advisor.

General Capital will:

   a) prepare a program which will include seeking a buyer for and
      marketing the assets through electronic communications,
      Internet Websites, letters, fliers, signs and telephone
      solicitation.  Other marketing activities may include the
      use of newspapers, magazines and journal advertising, or
      such other methods as GCP may deem appropriate and the
      Debtor orders otherwise;

   b) prepare electronic mails, Website listings, advertising
      letters, fliers and similar sales materials which would
      incluse information regarding the sale of the assets;

   c) endeavor to locate parties who may have an interest in
      acquiring the assets of the debtor;

   d) circulate materials to interested parties regarding the  
      assets, after completing confidentiality documents with
      those interested parties.  The Debtor gives GCP the right to
      execute and modify agreements on the Debtor's behalf;

   e) create, maintain, update and monitor activity on a secured,
      password-protected virtual data room and provide access to
      the VDR to all interested parties and to prospective
      purchasers who have executed and returned to GCP a
      confidentiality agreement;

   f) respond, provide information to, communicate and negotiate
      with and obtain offers from interested parties and make
      recommendations to the Debtor as to whether or not the
      Debtor should accept any particular offer

   g) as necessary and requested, assist the Debtor in formulating
      a plan of reorganization and advise the Debtor as to the
      setup and execution of any sale of he assets outside the
      ordinary course of business; and

   h) communicate regularly with the Debtor and other interested
      parties with respect to the status of the services GCP is
      providing.

The Debtor proposes that in the event that one of the existing
bidders closes a transaction, GCP will receive an existing bid
transaction fee equal to $20,000.  If one of the existing bidders
closes a transaction with a gross value in excess of the existing
bids, GCP will get the greater of $20,000 or 20% of the difference
between the closing gross value and the existing bid gross value
as the existing bid transaction fee.

The Debtor also discloses that GCP will get a transaction fee of
2% of the gross value of the transaction if a party other than an
existing bidder closes any transaction.  GCP will not be entitled
to both a transaction fee and an existing bid transaction fee.

A full-text copy of the agreement between the Debtor and GCP is
available for free at http://researcharchives.com/t/s?334f

To the best of Debtor's knowledge, information and belief, GCP
represents no interest adverse to the Debtor, its creditors or its
estate and is a disinterested person pursuant to the U.S.
Bankruptcy Code.

Based in Astoria, New York, 26-01 Astoria Development LLC is
involved in real estate development.  The company filed for
Chapter 11 protection on June 19, 2008 (E.D. N.Y. Case No.
08-43900).  Robert R. Leinwand, Esq., at Robinson Brog Leinward
Greene Genovese & Gluck PC, represents the Debtor.  When the
Debtor filed for protection from its creditors, it listed total
assets of $15,250,000 and total debts of $9,979,439.


ABEL FOOD: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------
Debtor: Abel Food Services, Inc.
        aka Able Food Services
        2520 S. Birch Street
        Santa Ana, CA 92707

Bankruptcy Case No.: 08-16189

Chapter 11 Petition Date: September 30, 2008

Court: Central District Of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Cathrine M. Castaldi, Esq.
                  ccastaldi@rusmiliband.com
                  Rus, Miliband & Smith, APC
                  2211 Michelson Dr., 7th Floor
                  Irvine, CA 92612
                  Tel: (949) 752-7100
                  Fax: (949) 252-1514

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

             http://bankrupt.com/misc/califcb08-16189.pdf


AMN HEALTHCARE: S&P Lifts Issue-Level Debt Ratings to BB from BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its issue-level and
recovery ratings on AMN Healthcare's senior secured facilities as
a result of the company's ability to reduce its senior secured
term debt to $129.2 million (as of June 30, 2008).  The senior
secured credit facilities consist of a $75 million revolving
credit facility and a $235 million term loan B facility
($129.2 million outstanding as of June 30, 2008).  The issue-level
ratings were raised to 'BB' from 'BB-'.

The recovery ratings on the senior secured debt were revised to
'2' from '3', indicating that lenders could expect a substantial
recovery in the event of a payment default.

The corporate credit rating on AMN Healthcare Inc. is 'BB-', and
the outlook is stable.  The 'BB-' rating reflects the company's
operating concentration in the highly competitive health care
staffing industry, the changing demand for outsourced labor from
hospital clients, and the variable supply of travel nurses.  The
company's position as an industry leader and its growing temporary
physician staffing business, as well as its willingness and
ability to repay debt, partially mitigate company concerns.

Ratings List

AMN Healthcare Inc.
  Corporate credit rating       BB-/Stable/--

Revised Ratings
                                To            From
                                --            ----
  Secured debt                  BB            BB-
    Recovery rating             2             3


ARCADIA RESOURCES: Prearranged Stock Trading Plan Ends
------------------------------------------------------
Arcadia Resources Inc. disclosed in a Securities and Exchange
Commission filing that effective as of Sept. 19, 2008, the
prearranged stock trading plan entered by John J. Brady, Executive
Vice President -- Sales and Marketing, terminated in accordance
with its terms.

At the time of termination, sales of 400,000 shares of Company
common stock had been made pursuant to a certain 10b5-1 Plan.  All
transactions under the 10b5-1 Plan have been timely disclosed
through Form 4 filings with the SEC.

The 10b5-1 Plan provided for the sale of certain shares of Company
common stock owned by Mr. Brady, which shares were issued to him
as consideration for the sale of his ownership interest in
PrairieStone Pharmacy, LLC to the Company on Feb. 17, 2007. The
sales pursuant to the 10b5-1 Plan were principally undertaken to
satisfy Mr. Brady's personal tax liabilities resulting from a
post-closing payment made by the Company to him on Feb. 17, 2008,
which payment was made in shares of common stock of the Company.

As of Sept. 24, 2008, Mr. Brady continues to own 660,719 shares
and 150,000 options to purchase shares of the Company's common
stock, none of which are subject to any prearranged stock trading
plan.

                     About Arcadia Resources

Headquartered in Indianapolis, Arcadia Resources Inc. (AMEX: KAD)
-- http://www.arcadiaresourcesinc.com/-- is a healthcare company    
that provides healthcare, medical equipment, prescription drugs,
and medical, professional and diversified staffing.

At March 31, 2008, the company's consolidated balance sheet showed
$99.4 million in total assets, $49.6 million in total liabilities,
and $49.8 million in total stockholders' equity.

                          *     *     *

In BDO Seidman, LLP's audit report for the company's fiscal 2007
year-end financial statements, the auditing firm expressed
substantial doubt about the company's ability to continue as a
going concern, pointing to the company's recurring losses.  
Arcadia has reported net losses in the past four fiscal periods,
including a net loss of $23.4 million for the year March 31, 2008.

In the company's audit report for the fiscal 2008 year-end
financial statements, however, BDO Seidman, LLP, issued an
unqualified audit opinion,  removing the going concern issue
included in last year's audit.

The foregoing notwithstanding, and in view of the fact that the
company continues to incur losses, the Troubled Company Reporter
will continue to cover Arcadia Resources Inc. until the time that
the company has shown verifiable proof that they have reversed
this trend.


AUSTRAL PACIFIC: Unveils Strategic Alternatives Review
------------------------------------------------------
Austral Pacific Energy Ltd. disclosed in a Securities and Exchange
Commission filing that it has decided to initiate a strategic
alternatives review of its business.  Austral CEO and President
Thompson Jewell said, "In light of the low share price, Austral
Pacific has initiated a strategic review to consider all options
available to the company to maximise value for its shareholders".

In conjunction with the strategic review, Austral Pacific has
appointed Australasian investment banking firm McDouall Stuart as
the company's Financial Advisor.

The strategic review will be comprehensive, and will consider new
capital investments as well as third-party approaches for asset
sales or merger proposals.

No decision on any particular alternative has been reached at this
time and there can be no assurance that the process will result in
any change in the Company's current plans to seek additional
capital in order to refinance its existing credit facility or that
the Company will pursue any particular transaction.

Austral Pacific Energy Ltd. is a limited liability company
incorporated in British Columbia under the Business Corporations
Act (British Columbia).  The Company is domiciled in New Zealand.
The Company is primarily engaged in the acquisition, exploration,
appraisal and development and production from oil and gas
properties in New Zealand (and until the end of May 2008, Papua
New Guinea).

In July 2008, KPMG LLP raised substantial doubt about Austral
Pacific Energy Ltd.'s ability to continue as a going concern after
it audited the company's financial statements for the year ended
Dec. 31, 2007.

The auditor reported that the company has suffered recurring
losses from operations, has a working capital deficit and a net
capital deficiency and has also been unable to generate net cash
from operating activities.  In addition, the company is in breach
of several covenants relating to its bank loan facility.


AVANTAIR INC: June 30 Balance Sheet Upside-Down by $31.7 Million
----------------------------------------------------------------
Avantair Inc.'s consolidated balance sheet at June 30, 2008,
showed $204.5 million in total assets, $221.7 million in total
liabilities, $14.4 million in Series A Convertible stock, and
$31.7 million in total stockholders' deficit.

At June 30, 2008, the company's balance sheet also showed
strained liquidity with $65.5 million in total current assets
available to pay $98.7 million in total current liabilities.

Avantair Inc. posted $19.8 million in net losses on $115.6 million
in total revenues for the year ended June 30, 2008, compared with
$21.7 million in net losses on $76.4 million in revenues for the
year ended June 30, 2007.

As of June 30, 2008, the Company's recurring losses resulting in
an accumulated deficit of $76,967,468 and a working capital
deficiency of $30,152,512. In order to achieve profitable income
from operations before depreciation and amortization, management
currently estimates that the Company will need to have 45 fully
fractionalized aircraft.

At June 30, 2008, the Company had 41.3 fractionalized aircraft.  
Therefore, Avantair's primary growth strategy is to continue to
increase the number of fractional share owners and aircraft under
management.

During the fiscal year ended June 30, 2008, the Company raised net
proceeds of $14.4 million through an equity offering, $2.5 million
from the sale of the Company's rights to purchase eighteen Embraer
Phenom 100 aircraft, and approximately $6.9 million of cash
through accelerated payments of management fees through its
incentivization program.  With this capital, the Company has
sufficient cash to continue its operations for the forseeable
future.

                        About Avantair Inc.

Based in Clearwater, Florida, Avantair Inc. (OTC BB: AAIR.OB) --
http://www.avantair.com/-- is the exclusive North American   
provider of fractional aircraft shares in the Piaggio Avanti P.180
aircraft.  Avantair is the fifth largest company in the North
American fractional aircraft industry and the only publicly-traded
standalone fractional operator.  The company currently manages a
fleet of 33 planes with another 52 Piaggio Avanti IIs on order.  
It also recently announced an order of 20 Embraer Phenom 100s.  
Avantair, with operations in 5 states and approximately 270
employees, offers private travel solutions for individuals and
companies at a fraction of the cost of whole aircraft ownership.


BANC OF AMERICA: S&P Chips Ratings on Five Classes of Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of commercial mortgage pass-through certificates from Banc
of America Commercial Mortgage Trust 2006-5.  Concurrently, S&P
affirmed its ratings on the 18 other classes from this
transaction.
     
The downgrades reflect anticipated credit support erosion upon the
eventual resolution of the two assets with the special servicer.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
Two assets ($16.2 million) are with the special servicer, Midland
Loan Services, as detailed below:

     -- The Chatham Portfolio loan ($11.0 million) is secured by a
        portfolio of 11 low-income garden-style multifamily
        properties located on the south and west sides of Chicago.  
        In addition, two of the properties include small retail
        components.  The properties were built between 1923 and
        1967.  After the borrower purchased the portfolio,
        significant water damage and other extensive deferred
        maintenance was discovered inside the units.  The loan was
        transferred to the special servicer in August 2007 due to
        payment default.  A receiver has been put in place to run
        the properties, and the borrower has filed for bankruptcy.

        The first bankruptcy court date is scheduled for Sept. 30,
        2008.  The most recent occupancy, as of June 19, 2008, was
        79.3%.  An appraisal reduction amount totaling
        $2.7 million is in effect for this loan.  Based on current
        purchase offers for the property, Standard & Poor's
        currently expects a significant loss upon the eventual
        resolution of the asset.

     -- The Crocker House loan ($5.3 million) is secured by an 81-
        unit multifamily property located in New London,
        Connecticut.  The property is a historic building that was
        built in the 1800s and includes ground-level retail.  The
        property is currently 95% occupied, compared with 94%
        occupancy at issuance.  However, expenses have increased
        77% since issuance.  The loan was transferred to the
        special servicer due to payment default.  The special
        servicer has ordered an appraisal.  Based on preliminary
        broker values of opinion and one purchase offer provided
        to the special servicer, Standard & Poor's expects a
        loss upon the resolution of this asset.

As of the Sept. 10, 2008, remittance report, the collateral pool
consisted of 181 loans with an aggregate balance of $2.23 billion,
compared with 183 loans with a balance of $2.24 billion at
issuance.  The master servicer, Bank of America N.A., reported
financial information for 98% of the pool, 92% of which was full-
year 2007 data.  Standard & Poor's calculated a weighted average
debt service coverage of 1.47x for the pool, up from 1.34x at
issuance.  All of the loans in the pool are current except for the
loans with the special servicer, as discussed above.  To date,
the trust has not experienced any losses.
     
The top 10 loans have an aggregate outstanding balance of
$866.2 million (38.8%) and weighted average DSC of 1.34x, down
slightly from 1.39x at issuance.  None of the top 10 loans are on
the watchlist or with the special servicer.  BofA provided
property inspections for all of the top 10 loan exposures.  One
was characterized as "excellent" and the remaining properties were
characterized as "good."
     
The credit characteristics of the Southern Walgreens Portfolio
loan are consistent with those of an investment-grade obligation.  
The loan is the largest exposure in the pool with a trust and
whole-loan balance of $152.0 million.  The loan is secured by the
fee interest in 42 single-tenant Walgreens drugstores located in
16 states and totaling 621,473 sq. ft.  The properties were
constructed between 1997 and 2002.  Reported DSC was 1.05x as of
year-end 2007 and occupancy was 100%.  Standard & Poor's adjusted
value for this loan is comparable to its level at issuance.
     
The credit characteristics of the Eastridge Mall loan are also
consistent with those of an investment-grade obligation.  The loan
is the second-largest exposure in the pool with a trust balance of
$133.5 million and a whole-loan balance of $170.0 million.  The
loan is secured by the fee interest in 937,807 sq. ft. of a
1,363,807-sq.-ft. regional mall in San Jose, California.  The mall
was built in 1971, but underwent extensive renovations in 2005 and
2006.  Reported DSC was 1.83x as of year-end 2007 and occupancy
was 93%.  Standard & Poor's adjusted value for this loan is
comparable to its level issuance.
     
There are 11 loans ($100.7 million, 4.5%) in the pool that have
reported DSCs of less than 1.0x.  The loans are secured by a
variety of property types, have an average balance of
$9.2 million, and have experienced an average decline in DSC of
36% since issuance.  However, none of these 11 loans are
considered credit concerns at this time, due to improving property
occupancy, in-place reserves, or relatively low leverage.  In
addition, there is one loan ($18.0 million) that will have a DSC
of less than 0.9x when its initial interest-only period ends in 37
months that is not currently a credit concern.
     
BofA reported a watchlist of 25 loans ($218.3 million, 9.8%).  The
largest loan on BofA's watchlist is the Oaks at Park South loan
($30.5 million, 1.4%).  The loan is secured by a 510-unit garden-
style multifamily property in Oxon Hill, Maryland.  The property
was built in 1963 and renovated in 2005.  The loan was placed on
the watchlist because the DSC had decreased to 1.03x as of Dec 31,
2007, as a result of higher expenses and slightly lower occupancy.  
Occupancy was 85% as of June 30, 2008.
     
Of the seven properties Standard & Poor's identified in areas
affected by Hurricane Ike, three are in the Southern Walgreens
Portfolio loan.  The master servicer notified S&P that the three
Walgreens stores experienced no damage, but could not confirm if
the other four properties were damaged.  S&P will continue to
monitor the situation.
     
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

             Banc of America Commercial Mortgage Trust
    Commercial mortgage pass-through certificates series 2006-5

                       Rating
                       ------
          Class     To        From    Credit enhancement
          -----     --        ----    ------------------
          K         BB-       BB             2.26%
          L         B+        BB-            2.01%
          M         B         B+             1.89%
          N         B-        B              1.63%
          O         CCC+      B-             1.26%

                         Ratings Affirmed
   
             Banc of America Commercial Mortgage Trust
    Commercial mortgage pass-through certificates series 2006-5

           Class     Rating            Credit enhancement
           -----     ------            ------------------
           A-1       AAA                     30.17%
           A-2       AAA                     30.17%
           A-3       AAA                     30.17%
           A-AB      AAA                     30.17%
           A-4       AAA                     30.17%
           A-1A        AAA                   30.17%
           A-M       AAA                     20.11%
           A-J       AAA                     12.07%
           B         AA                       9.93%
           C         AA-                      8.80%
           D         A                        7.54%
           E         A-                       6.54%
           F         BBB+                     5.28%
           G         BBB                      4.40%
           H         BBB-                     2.89%
           J         BB+                      2.64%
           XP        AAA                       N/A
           XC        AAA                       N/A


                      N/A -- Not applicable.


BEAR STEARNS: S&P Trims Rating on Class O Certificates to 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of pooled commercial mortgage pass-through certificates
from Bear Stearns Commercial Mortgage Securities Trust 2006-PWR14.  
Concurrently, S&P affirmed its ratings on 20 other classes
from this series.
     
The downgrades reflect concerns with five ($31.4 million) of 11
loans ($138.4 million; 5.7%) that have reported debt service
coverage of less than 1.0x.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
A total of 11 loans have reported DSC of less than 1.0x.  These
loans are secured by a variety of office, multifamily, retail, and
industrial properties, have an average balance of $12.5 million,
and have experienced an average decline in DSC of 40.6% since
issuance.  The five loans that are credit concerns are
collateralized by properties that have experienced declining
occupancies, which has reduced net cash flow.  The remaining loans
are secured by properties that have primarily experienced improved
operating performance since year-end 2007, or have been undergoing
renovation and are expected to improve as the related properties
stabilize.
     
As of the Sept. 11, 2008, remittance report, the collateral pool
consisted of 250 loans with an aggregate trust balance of
$2.446 billion, compared with 250 loans totaling $2.468 billion at
issuance.  The master servicer, Wells Fargo Bank N.A., reported
financial information for 99.6% of the pool.  Ninety-two percent
of the servicer-provided information was full-year 2007 data.  
Standard & Poor's calculated a weighted average DSC for the entire
pool of 1.45x, up from 1.42x at issuance.  To date, the trust has
not experienced any losses.
     
The top 10 loans have an aggregate outstanding balance of
$722.2 million (28.3%) and a weighted average DSC of 1.36x, down
from 1.39x at issuance.  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 exposures, and all of the properties were
characterized as "good."
     
Wells Fargo reported a watchlist of 24 loans ($342.0 million,
13.9%).  The Phillips at Sunrise Shopping Center loan
($65.0 million, 2.6%) is the largest loan on the watchlist.  The
loan is secured by a 414,082-sq.-ft. anchored retail property in
Massapequa, New York.  The loan is on the watchlist because of its
exposure to Linens 'N Things as a tenant, which announced in July
that it would close 57 underperforming stores after it filed for
bankruptcy; however, the store in question is not on the list of
store closures.  The property reported a year-end 2007 DSC of
1.30x and occupancy of 96.0%.

The remaining loans are on the watchlist primarily because of low
occupancy or a decline in DSC since issuance.
     
At issuance, nine loans had credit characteristics consistent with
those of investment-grade rated obligations.  Eight of the loans
have retained credit characteristics consistent with investment-
grade rated obligations, while the Northgate Plaza Retirement
Apartments loan no longer does. Details of the two largest loans
and the Northgate Plaza Retirement Apartments loan are:

     -- The largest exposure in the pool, South Bay Galleria, has
        a trust balance of $97.8 million (4.0%) and a whole-loan
        balance of $127.8 million.  The whole loan consists of a
        $97.8 million senior participation and a $30.0 million
        junior participation that is held outside the trust.  The
        loan is collateralized by 386,678 sq. ft. of in-line space
        in a 973,197-sq.-ft. regional mall in Redondo, California.  
        As of May 2008, the overall mall space was 98.3% occupied
        and the collateral space was 95.9% occupied.  The weighted
        average rent per sq. ft. for the in-line tenants was
        $34.18 as of year-end 2007.  For the year-ended Dec. 31,
        2007, DSC for this loan was 1.95x.  Standard & Poor's
        adjusted value for this loan is comparable to its level at
        issuance.

     -- 750 Lexington Avenue is the fourth-largest loan in the
        pool with a balance of $75.0 million (3.0%).  The loan is
        collateralized by a 355,263-sq.-ft. class A office
        building in New York City.  For the year-ended Dec. 31,
        2007, occupancy was 92.2% and the DSC was 1.73x.  Standard
        & Poor's adjusted value for this loan is comparable to its
        level at issuance.

     -- The Northgate Plaza Retirement Apartments loan has a trust
        balance of $10.0 million (0.41%).  The 10-year interest-
        only loan is secured by a 124-bed independent senior
        living community, built in 1993 and located in Seattle,
        Washington.  For the year-ended Dec. 31, 2007, the
        reported DSC was 1.51x, down from 1.94x at issuance.  
        Operating expenses at the property have increased 14.5%
        since issuance, and Standard & Poor's adjusted net cash
        flow for this loan is down 23.0% from its level at
        issuance.

Standard & Poor's has identified four collateral properties in
areas affected by Hurricane Ike: Park Lakes Apartments
($18.4 million, 0.75 %), Conquistador ($6.0 million, 0.24%), the
Enclave at Cole Crossing ($3.6 million, 0.15%), and West Greens
Plaza ($1.6 million, 0.07%).  Park Lakes Apartments has reported
damage and reported damage at Conquistador is characterized as
minor; however, both properties have wind/hail and flood insurance
in place which should help to mitigate the cost of repairs.  The
Enclaves at Crossing reported no damage, and Wells Fargo was not
able to determine if there was damage to West Green; however, the
property does have wind/hail and flood insurance in place.  S&P
will continue to monitor the situation.
     
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the lowered and
affirmed ratings.
       
                          Ratings Lowered

   Bear Stearns Commercial Mortgage Securities Trust 2006-PWR14

                       Rating
                       ------
           Class    To       From      Credit enhancement
           -----    --       ----      ------------------
           L        B+       BB-              1.77%
           M        B        B+               1.64%
           N        B-       B                1.39%
           O        CCC+     B-               1.14%

                         Ratings Affirmed
  
   Bear Stearns Commercial Mortgage Securities Trust 2006-PWR14
   
               Class    Rating   Credit enhancement
               -----    ------   ------------------
               A-1      AAA            30.27%
               A-2      AAA            30.27%
               A-3      AAA            30.27%
               A-AB     AAA            30.27%
               A-4      AAA            30.27%
               A-1A     AAA            30.27%
               A-M      AAA            20.18%
               A-J      AAA            11.10%              
               B        AA              9.21%
               C        AA-             8.20%
               D        A               6.68%
               E        A-              5.80%
               F        BBB+            4.79%
               G        BBB             3.78%
               H        BBB-            2.77%
               J        BB+             2.40%
               K        BB              2.14%
               X-1      AAA              N/A
               X-2      AAA              N/A
               XW       AAA              N/A


                   N/A -- Not applicable.


BERNOULLI HIGH: Moody's Downgrades Ratings on Two Classes of Notes
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
classes of notes issued by Bernoulli High Grade CDO II, Ltd., and
left on review for possible further downgrade the rating of one of
these classes of notes as:

Class Description: $750,000,000 Class A-1A First Priority Senior
Secured Floating Rate Notes due October 2054

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Prior Rating Date: 7/17/2008
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $555,000,000 Class A-1B Second Priority Senior
Secured Floating Rate Notes due October 2054

  -- Prior Rating: Ca
  -- Prior Rating Date: 7/17/2008
  -- Current Rating: C

Bernoulli High Grade CDO II, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of structured finance
securities.  On March 4, 2008, the transaction experienced an
event of default caused by a failure of the Sequential Pay Ratio
to be greater than or equal to the required amount set forth in
Section 5.1(i) of the Indenture dated August 28, 2007.  That event
of default is continuing.  Also, Moody's has received notice from
the Trustee that it has been directed by a majority of the
controlling class to declare the principal of and accrued and
unpaid interest on the Notes to be immediately due and payable.

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

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral.  The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class.  Because of this uncertainty, the rating of the Class A-1A
Notes issued by Bernoulli High Grade CDO II, Ltd. is on review for
possible further action.


BHM TECHNOLOGIES: Court Confirms Joint Plan of Reorganization
-------------------------------------------------------------
BHM Technologies Holdings, Inc., and its debtor-subsidiaries
obtained approval for their Joint Plan of Reorganization, filed
June 18, 2008, and twice amended, from the U.S. Bankruptcy Court
for the Western District of Michigan.

The Court's ruling that BHM satisfied the prerequisites for
confirmation under Section 1129 of the Bankruptcy Code came five
months after the auto-parts supplier sought Chapter 11 protection
from creditors.  BHM's restructuring has been smooth-sailing as
the Debtor negotiated, even before its bankruptcy filing, the
terms of its reorganization plan with Atlantic Equity Partners
IV, L.P., its largest shareholder; Lehman Commercial Paper, Inc.,
the administrative agent for the lenders owed $255,700,000 under
the First Lien Credit Agreement and the lenders who provided the
$45,000,000 postpetition loan; and SAC Domestic Investments,
administrative agent for lenders owed $72,000,000 under the
Second Lien Credit Agreement.  The Official Committee of
Unsecured Creditors, who was not part of the early negotiations,
expressed apprehension over the Plan, but eventually conveyed
support, citing that it couldn't find any alternatives that would
provide more recovery to creditors and maintain the business.

The Plan got overwhelming acceptance from impaired creditors.  
Holders of claims in Classes S-3 (Prepetition First Lien Secured
Debt Claims ), U-2 (ongoing trade creditors who will continue to
provide goods to the Debtors), and U-4 (other general unsecured
claims) were entitled to vote to accept or reject the Plan.

The Plan provided for two alternatives for the Debtors' balance
sheet restructuring, a "New Money" alternative which is the
preferred alternative, and a "No New Money" alternative which is
the "fallback option."  Both alternatives provide for the
cancellation of existing stock of BHM, and the recovery by
unsecured creditors in the form of shares of new stock of
reorganized BHM, as long as they vote in favor of the Plan.  In
the "No New Money" alternative, the First Lien Lenders will
obtain 89% of the common stock of Reorganized BHM, and the
unsecured creditors 11%.  In the "New Money" alternative,
Atlantic Equity Partners will invest $12,500,000 to purchase 27%
of the primary common stock of reorganized BHM, with the First
Lien Lenders getting 65% of the common stock, and the general
unsecured creditors receiving 8% of the common stock, in exchange
for their claims.

The Plan, which according to the Committee was "unusual," creates
two separate classes of unsecured creditors.  One, class (Class
U-2 under the Plan), unsecured trade creditors that are
continuing to  do business with the Debtors, will be entitled to
receive 100% cash payment on their Allowed Claims by means of six
equal monthly payments once their claims are allowed.  Unsecured
creditors who do not fall into the definition of Class U-2 are
separately classified into Class U-4, and will receive shares of
stock in the reorganized Debtors.

At the hearing on Sept. 29, 2008, Judge Scott W. Dales entered a
Memorandum of Decision stating that he'd confirmed the Debtors
Second Amended Plan of Reorganization.  Judge Dales affirmed that
all modifications incorporated in the Second Amended Plan are
approved pursuant to Section 1127 of the Bankruptcy Code and Rule
3019 of the Federal Rules of Bankruptcy Procedure.

Judge Dales overruled all objections and responses to, and
statements and comments regarding, the Plan, to the extent not
already resolved or withdrawn.

A copy of the Second Amended Plan is available for free at

               http://ResearchArchives.com/t/s?3339

The Court did not say in his Memorandum of Decision whether he is
confirming the "New Money" alternative, the preferred alternative
in the Plan.  The Court is due to enter a separate confirmation
order on the Plan, conforming substantially to Official Form B15.

                   Debtors Satisfy 16 Plan Steps

In his memorandum of decision, Judge Dales ruled that the Plan
has complied with all relevant sections of the Bankruptcy Code,
Bankruptcy Rules, and applicable non-bankruptcy law:

A. In accordance with Section 1129(a)(1) of the Bankruptcy Code,
   the Plan properly identifies the Debtors as the Plan
   proponents and complies with all applicable provisions of the
   Bankruptcy Code and applicable law.

   The Plan does not unfairly discriminate against Class E-1
   (holders of equity interest in BHM).  The legal rights of
   holders of Equity Interests in BHM Technologies Holdings, Inc.
   are treated consistently with the treatment of other Classes
   whose legal rights are substantially similar, and the holders
   will not receive more than they are legally entitled to
   receive for their Equity Interests.

   The Plan is fair and equitable as to Class E-1 and satisfies
   Section 1129(b)(2)(C)(ii).  Although Equity Interests in BHM
   Technologies Holdings, Inc., will be canceled and extinguished
   on the Effective Date and the holders of Equity Interests in
   Class E-1 will not receive or retain any property under the
   Plan, there are no Classes junior to Class E-1 that receive or
   retain any property under the Plan.

   The Plan satisfies the requirements of Section 1129(b) of the
   Bankruptcy Code as to Class E-1 and is confirmed
   notwithstanding the requirements of Section 1129(a)(8).

B. In accordance with Section 1129(a)(2), the Debtors have
   complied with all applicable provisions of the Bankruptcy
   Code, including, Sections 1125 and 1126 and Rules 3017, 3018
   and 3019 of the Federal Rules of Bankruptcy Procedure.  The
   solicitation of acceptances of the Plan was in compliance with
   all applicable laws and rules governing the adequacy of
   disclosure in connection with the solicitation, and solicited
   after disclosure to the holders of Claims and Equity Interests
   of adequate information as defined in Section 1125.

C. In accordance with Section 1129(a)(3), the Plan has been
   proposed in good faith and not by any means forbidden by law.  
   Consistent with the overriding purpose of Chapter 11, the Plan
   enables holders of Allowed Claims to realize reasonable
   recoveries under the circumstances.

D. In accordance with Section 1129(a)(4), and Section 2.3 of the
   Plan, any payment made or promised by the Debtors or by any
   person acquiring property under the Plan, for services or for
   costs and expenses in, or in connection with, the Chapter 11
   cases, or in connection with the Plan and incident to the
   Chapter 11 cases, has been disclosed to the Court and approved
   by the Court as reasonable.
   
   If any of the payment is to be made to a professional retained
   pursuant to order of the Court and the payment is to be fixed
   after confirmation of the Amended Plan for pre-Effective Date
   services, the payment is subject to approval of the Court as
   reasonable, pursuant to Sections 330 and 331.

E. The Debtors have disclosed the identities of the individuals
   proposed to serve, from and after the Effective Date, as the
   officers and directors of the Reorganized Debtors and the
   Reorganized Parent, respectively, thereby satisfying Section
   1129(a)(5).  The initial Board of Directors of the Reorganized
   Parent is expected to consist of:

        * Donald Dees,
        * Roberto Buaron,
        * Thomas Berglund,
        * Timothy Bernlohr,
        * Eugene Davis,
        * Alan Dawes, and
        * Donald Thoma

   The provisions of the Plan for the selection of directors and
   officers are consistent with the interests of creditors and
   equity security holders and with public policy as to the
   manner and selection of any officer or director and any
   successor, thereby satisfying Section 1123(a)(7).

F. The Plan does not contain any rate changes subject to the
   jurisdiction of any governmental regulatory commission.  
   Accordingly, Section 1129(a)(6) is not implicated by the Plan.

G. In accordance with Section 1129(a)(7), with respect to each
   impaired Class of Claims or Equity Interests, each holder of a
   Claim or Equity Interest in the Class has accepted or is
   deemed to have accepted the Plan, or will receive or retain
   under the Plan on account of the Claim or Equity Interest,
   property of a value, as of the Effective Date, that is not
   less than the amount that the holder would so receive or
   retain if the Debtors were liquidated on the Effective Date
   under Chapter 7 of the Bankruptcy Code.

H. In compliance with Section 1129(a)(8), (i) Classes P-1, S-1,
   S-2, U-1, U-3, and E-2 are unimpaired and, therefore, the
   holders of claims within those classes are conclusively
   presumed to have accepted the Plan, and (ii) Classes S-3, U-2
   and U-4 are impaired and the Plan was accepted by the
   requisite number and dollar amount of creditors voting in the
   impaired classes.

   The holders of Equity Interests in Class E-1 are deemed to
   have rejected the Amended Plan.  Notwithstanding the lack of
   compliance with Section 1129(a)(8), the Amended Plan is
   confirmable because the Amended Plan satisfies the "cramdown"
   provisions under Section 1129(b)(1) with respect to Class E-1.

I. In accordance with Section 1129(a)(9), except to the extent
   that the holder of a particular Claim has agreed to different
   treatment of its Claim, the Plan provides that:

   (a) with respect to Claims specified in Sections 507(a)(1) or
       507(a)(2), the holder of the Claim will Cash equal to the
       allowed Claim amount on the later of the allowance date
       and the Effective Date, or as soon as practicable;

   (b) with respect to Claims specified in Sections 507(a)(3),
       507(a)(4), 507(a)(5), 507(a)(6) or 507(a)(7), each holder
       of a Claim will receive Cash equal to the allowed Claim
       amount on the later of the allowance date and the
       Effective Date, or as soon as practicable; and

   (c) with respect to Claims specified in Section 507(a)(8),
       except to the extent that the holder of the Claim has been
       paid by the Debtors prior to the Effective Date or agrees
       to a different treatment, each holder of the Claim, if
       any, will receive, in full and complete settlement of its
       Claim, at the option of the Reorganized Debtors, (i) Cash
       in an amount equal to the Claim on the later of the
       Effective Date and the date the Claim becomes an Allowed
       Claim, (b) in accordance with Section 1129(a)(9)(C), equal
       annual Cash payments commencing on the first anniversary
       of the Effective Date in an aggregate amount equal to the
       Allowed Claim, together with interest on any outstanding
       balance from the Effective Date at the applicable rate
       under nonbankruptcy law, over a period not exceeding five
       years after the Petition Date, or (c) upon other terms
       determined by the Bankruptcy Court to provide the holder
       with deferred Cash payments having a value, as of the
       Effective Date, equal to the Allowed Claim.

J. In accordance with Section 1129(a)(10), at least one Class of
   Claims that is impaired under the Plan has accepted the Plan
   determined without including any acceptance of the Plan by an
   "insider" holding a Claim in a Class.  Specifically, Classes
   S-3, U-2 and U-4 voted to accept the Amended Plan by the
   requisite number and dollar amounts pursuant to Section
   1126(c), and no "insiders" cast votes in Classes, to the best
   of the Debtors' knowledge and belief.

K. The Plan satisfies Section 1129(a)(11) because confirmation of
   the Plan is not likely to be followed by liquidation or the
   need for further financial reorganization of the Reorganized
   Debtors.

   The Plan provides for, among other things, (i) the discharge
   of approximately $245,000,000 of debt and (ii) the
   availability of the approximately $35,000,000 exit facility on
   the Effective Date.  The record of the Chapter 11 cases,
   including the financial projections contained in the Amended
   Disclosure Statement, supports the conclusion that these
   amounts, existing cash balances, and projected revenue will be
   sufficient to implement the Plan and meet the Reorganized
   Debtors ongoing financial needs.  The Amended Plan presents a
   workable scheme of reorganization and is found and
   determined to be feasible.

L. In accordance with Section 1129(a)(12) of the Bankruptcy Code,
   all fees payable under Section 1930 of the Judicial Code have
   been paid or the Plan provides for the payment of all the fees
   on or as soon as practicable after the Effective Date.  The
   Debtors and the Reorganized Debtors have adequate means to pay
   the fees.

M. The Plan, and its Section 8.5, addresses the continuation of
   any retiree benefits, as defined in Section 1114 of the
   Bankruptcy Code, consistent with Section 1129(a)(13).

N. Sections 1129(a)(14) and (15) impose certain requirements on
   individual Chapter 11 debtors.  None of the Debtors is an
   individual.  Accordingly, Sections 1129(a)(14) and (15) are
   not implicated by the Plan.

O. Each of the Debtors is a moneyed, business or commercial
   corporation.  Accordingly, Section 1129(a)(16) is not
   implicated by the Plan.

The Plan provides all holders of Allowed Claims in Class S-3, to
receive in partial satisfaction of, and in exchange for, their
Claims their respective Pro Rata share of 6,265,350 shares of
New Common Stock in the Reorganized Parent on the Effective Date.

Section 1145 of the Bankruptcy Code exempts the issuance and
distribution of the New Common Stock from registration under the
Securities Act of 1933, as amended, and any state or local laws
requiring registration for offer or sale of a security or
registration or licensing of an issuer of, underwriter of, or
broker or dealer in, a security, except that the AEP Equity  
Stake will be exempt from the registration under Rule 506 of
Regulation D of the Securities Act.

                    Other Plan Related Rulings

The Court held that the State of Michigan, Department of Treasury
has rights under applicable law to pursue the Debtors' officers
and directors to collect the Debtors' tax obligations, the Plan
will not impair or otherwise affect any of those rights vis-a-vis
the Debtors' officers and directors; provided, however, that
neither the Debtors nor any of their officers or directors waive
any rights or defenses, whether arising under bankruptcy or other
law, arising out of or relating to any collection efforts.

The provisions contained in the Plan, including the provisions
regarding the assumption and rejection of the Debtors' executory
contracts and unexpired leases, are approved.  The assumption and
rejection of the Debtors' executory contracts and unexpired
leases pursuant to the procedures in the Plan are approved.

Each executory contract and unexpired lease assumed will revest
in and be fully enforceable in accordance with its terms by the
applicable Reorganized Debtor, except as may be modified by the
provisions of the Plan or applicable federal law.

To the extent the Debtors' insurance agreements with ACE American
Insurance Company and Indemnity Insurance Company of North
America are executory, they will be assumed by the Reorganized
Debtors.       

The Court also ordered that the Debtors' schedule of cure amounts
related to executory contracts and unexpired leases is approved
and will conclusively bind the non-Debtor parties to the
contracts and leases, subject to a lone modification -- Chase
Equipment Leasing's Lease # 1000129355 will have cure amount
raised from $16,918 to $19,115.

Upon the Effective Date, the Debtors will indefeasibly pay in
full, in Cash, all post-Commencement Date claims held by the DIP
Lenders under the DIP Facility.  Upon receipt of the Payoff, the
DIP Lenders' Liens will be immediately released or assigned to
Wells Fargo, and the DIP Lenders will execute and deliver to the
Reorganized Debtors the instruments of release, satisfaction or
assignment as may be reasonably requested by the Reorganized
Debtors.

                             Exhibits

The Debtors presented to the Court exhibits to their Amended
Joint Plan of Reorganization:

   (a) Terms of Exit Intercreditor Agreement
       
       To be Supplied by the Debtors
   
   (b) Stockholders Agreement
       00823
       See: http://ResearchArchives.com/t/s?330a

   (c) Registration Rights Agreement
       00823
       See: http://ResearchArchives.com/t/s?330b
        
   (d) Initial Officers of Reorganized Parents and Each Other
       Reorganized Debtor
       
       See: http://ResearchArchives.com/t/s?330c
       
   (e) Initial Directors of Reorganized Parent
   
       See: http://ResearchArchives.com/t/s?330e
       
   (f) Stock and Warrant Sale Agreement
   
       See: http://ResearchArchives.com/t/s?330f

The Debtors handed in to the Court an amended copy of the Exhibit
which listed the unexpired leases to be rejected under the Plan.  
A copy of the Exhibit is available for free at

     http://ResearchArchives.com/t/s?3308

                 Further Modifications to the Plan

-- Non-Material Modifications

On Sept. 23, the Debtors informed the Court that it made a non-
material modification to the their Amended Joint Plan of
Reorganization.

Specifically, the Debtors deleted:

   (a) Section 1.1.8 of the Plan and replaced the provision by:
   
       1.1.8. Allowed means (i) with reference to any Claim,
       (a) any Claim against the Debtors which has been listed
       by the Debtors in their Schedules, as such Schedules may
       be amended by the Debtors from time to time in
       accordance with Bankruptcy Rule 1009, as liquidated in
       amount and not disputed or contingent and for which no
       contrary proof of claim has been filed, (b) any Claim
       Allowed hereunder, (c) any Claim which is not Disputed,
       (d) any Claim that is compromised, settled or otherwise
       resolved pursuant to a Final Order of the Bankruptcy
       Court or under the Plan, (e) any Claim which, if
       Disputed, has been Allowed by Final Order, or (f)
       with respect to any Claim that arises out of a
       contractual obligation or an obligation that was not yet
       due and payable at the time of commencement of these
       cases, that (x) the Claim holder's right to payment has
       matured and/or that the date has occurred on which
       payment is due and payable pursuant to the terms of the
       contract or obligation in the ordinary course of
       business, and (y) the Claim is not otherwise Disputed;
       provided, however, that Claims allowed solely for the
       purpose of voting to accept or reject the Plan pursuant
       to an order of the Bankruptcy Court shall not be
       considered "Allowed Claims" hereunder, and (ii) with
       reference to any Equity Interest, (a) any Equity Interest
       as of the Confirmation Date and (b) either not timely
       objected to or Allowed by Final Order.  Unless otherwise
       specified herein or by order of the Bankruptcy Court,
       "Allowed Administrative Expense Claim" or "Allowed Claim"
       shall not, for any purpose under the Plan, include
       Postpetition Interest, punitive damages or any fine or
       penalty on such Administrative Expense Claim or Allowed
       Claim from and after the Commencement Date.  For
       purposes of determining the amount of an Allowed Claim,
       there shall be deducted therefrom an amount equal to the
       amount of any claim which the Debtors may hold or assert
       against the holder thereof, to the extent such claim may
       be set off by the Debtors pursuant to Sections 502(d) or
       553 of the Bankruptcy Code.

   (b) Section 1.1.35 of the Plan and replaced it with:
   
       1.1.35. Disputed means every Claim which has been or
       hereafter is listed in the Debtors' Schedules as
       unliquidated, disputed or contingent or which is not
       listed in the Debtors' Schedules, or which is disputed
       under the Plan or as to which the Debtors have interposed
       a timely objection and/or request for estimation in
       accordance with Section 502(c) of the Bankruptcy Code and
       Bankruptcy Rule 3018, which objection and/or request for
       estimation has not been withdrawn or determined by a Final
       Order, and any Claim, proof of which was required to be
       filed by order of the Bankruptcy Court but as to which a
       proof of claim was not timely or properly filed.

In a memorandum filed with the Court, the Debtors clarify that
both modifications are mere clarifications that do not alter the
treatment of any creditors or interest holders under the Plan.  
They noted that Section 1.1.8 modification clarifies the
definition of Allowed so that it is clearly consistent with the
rest of the Plan and Disclosure Statement with respect to
distributions to holders of Administrative Expense Claims and
Other Unsecured Claims; it does not change the treatment of the
Claims.  Section 1.1.35 modification simply avoids any possible
confusion.  The clarification of the definition of "Disputed" is
a purely technical amendment with no effect on the treatment of
any Claims.  A redline showing the non-material Plan
modifications is available for free at
http://ResearchArchives.com/t/s?3307

-- Second Amended Plan

BHM Technologies Holdings, Inc., and its units delivered to the
U.S. Bankruptcy Court for the Western District of Michigan, on
September 29, 2008, a copy of a Second Amended Joint Plan of
Reorganization.  Among other things, the Second Amended Plan:

   (a) defines Exit Term Loan as the term debt to be issued as of
       the Effective Date by BHM Technologies, LLC, as borrower,
       and the other Reorganized Debtors, as  guarantors, to the
       Prepetition First Lien Lenders, as debtholders, in the
       principal amount of $193,588,970.
       
   (c) provides that Class S-3 will receive on the Effective Date
       a cash payment of $287,405 and the lesser of $100,000 or
       the actual legal fees and expenses incurred by S.A.C. in
       connection with the Chapter 11 cases.

   (b) deletes all references to Lehman Commercial Papers, Inc.,
       and replaces these with the term "Exit Term Loan Agent."
       The Second Amended Plan defines an Exit Term Loan Agent as
       a person or entity specified by the Debtors prior to the
       Plan Effective Date who is not an affiliate of the Debtors
       to act as administrative agent in respect of the Exit Term
       Loan documentation.
   
Concurrently, the Debtors, as borrowers, are seeking the Court's
approval of a commitment letter they entered into with Wells
Fargo Foothill, Inc., as lender.  The Commitment Letter provides
for the Debtors a $35,000,000 senior secured credit facility.

The Second Amended Plan also modifies the definitions of:

   (a) Exit Facility, to include this language:
      
       "the Exit Facility shall provide for the replacement of
       any outstanding letters of credit issued under the
       Prepetition First Lien Credit Agreement - the "Prepetition
       First Lien LCs" - with letters of credit issued by the
       Exit Facility lenders in a manner satisfactory to the
       Debtors or the Reorganized Debtors and the issuer of the
       Prepetition First Lien LCs."

   (b) Allowed Claims, to include this language:
   
       "or (f) with respect to any Claim that arises out of a
       contractual obligation or an obligation that was not yet
       due and payable at the time of commencement of these
       cases, that (x) the Claim holder's right to payment has
       matured and/ or that the date has occurred on which
       payment is due and payable pursuant to the terms of the
       contract or obligation in the ordinary course of business,
       and (y) the Claim is not otherwise Disputed."
       
   (c) Delivery of Distributions, to include this language:
   
       "The Reorganized Debtors may, in their reasonable
       judgment, elect to make distributions directly to holders
       of Allowed Class S-3 Claims."
        
   (d) Waiver of Conditions, to include this language:
   
       "or, if LCPI is the subject of a bankruptcy or similar
       proceeding the Exit Term Loan Agent, without an order of
       the Bankruptcy Court."   

The Second Amended Plan deleted a provision on the Disputed
Claims definition, which states that:

   "A Claim that is Disputed by the Debtors as to its amount
   only, shall be deemed Allowed in the amount the Debtors admit
   is owing, if any, and Disputed as to the excess."

A redline of the Second Amended Plan is available for free at

               http://ResearchArchives.com/t/s?331d

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

The Debtors have until Dec. 15, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


BHM TECHNOLOGIES: Secures $35 Million Wells Fargo Exit Facility
---------------------------------------------------------------
BHM Technologies Holdings, Inc., and its debtor-subsidiaries
sought and obtained permission from the U.S. Bankruptcy Court for
the Western District of Michigan to secure $35,000,000 in exit
financing commitments with Wells Fargo Foothill Inc.

The Reorganized Debtors, either as a borrower or as a guarantor,
and Wells Fargo Foothill, Inc., or affiliates as Wells Fargo may
designate, are, on the Effective Date, authorized to enter into
the Exit Facility, by and among the Reorganized Debtors and
Wells Fargo, and the various related agreements, documents, and
instruments to be executed or delivered.

Judge Scott W. Dales approved and ratified the terms and
conditions of the Exit Facility and the Exit Term Loan as found
to be entered in good faith and is critical to the success and
feasibility of the Plan.

To enable the Debtors to emerge from Chapter 11 with sufficient
working capital, as well as make the distributions and pay the
related transaction costs contemplated by the Plan, Rothschild,
Inc., the Debtors' investment banker and financial advisor
initiated a competitive process to gauge the interest of
financial institutions having the apparent wherewithal to
participate in an exit financing sufficient to enable the Debtors
to successfully emerge from bankruptcy.

Rothschild contacted approximately 40 potential lenders, 18 of
which were provided with information about the Debtors after
signing confidentiality agreements.  Subsequently, the Debtors
received proposals from the seven prospective lenders for a
potential exit financing facility.

Rothschild selected four prospective lenders with the most
attractive exit facility proposals.  Management presentations
were made with respect to these prospective lenders during the
week of August 11, 2008.  The four prospective lenders were
asked to submit a revised and refined term-sheet for an exit
facility, subject only to final due diligence, by the end of
August.

On September 27, 2008, the Debtors, their senior management and
their investment banker and financial advisor, Rothschild, Inc.,
have successfully completed the negotiation of and obtaining a
commitment from WFF, for up to $35,000,000 in exit financing.  

The Exit Facility is comprised of a senior secured credit
facility with a maximum credit amount of $35,000,000, that will
be provided by WFF concurrent with the effectiveness of a
confirmed Plan of reorganization.  The terms of the commitment
are memorialized in a written commitment letter of which is
available for free at http://ResearchArchives.com/t/s?3306

Robert S. Hertzberg, Esq., at Pepper Hamilton LLP, Detroit,
Michigan, relates that the proposed Exit Facility will enable the
Debtors to finance the cash distributions to be made under the
Plan and provide the post-bankruptcy Debtors with a committed
working capital facility after the effective date of the Plan -
both of which are essential for the Debtors' emergence from
Chapter 11.

Approval of the commitment is one of the critical steps
necessary to allow the Debtors to pursue the confirmation and
consummation of their Amended Joint Plan of Reorganization.

By taking advantage of the current lending environment and
locking-in commitments today, Mr. Hertzberg points out that the
Debtors ensure certainty in a financing landscape that is
dynamic, ever-changing, and subject to global economic
conditions.  

The Debtors cannot be sure that the optimal conditions will exist
in the future given the volatile and unpredictable nature of the
current financial markets, and as demonstrated by conditions
occurring in recent history.  Mr. Hertzberg relates that
obtaining the commitment at the time of Plan confirmation
demonstrates that the Plan is financeable, which enhances the
confidence of creditors, customers and business partners that the
Debtors will emerge from Chapter 11 as strong, viable entities.

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

The Debtors have until Dec. 15, 2008, to exclusively file their
bankruptcy plan.  (BHM Technologies Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


BLUEPOINT RE: Court Approves Ongoing Liquidation in Bermuda
-----------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York granted recognition under Chapter 15
of the U.S. Bankruptcy Code to BluePoint Re Limited's liquidation
proceedings in Bermuda.  The Bankruptcy Court enjoined and
restrained creditors and parties-in-interest under the
jurisdiction of U.S. courts from initiating or pursuing actions
against the Foreign Debtor or its assets in the U.S.

John McKenna, the Debtor's Chapter 15 provisional liquidator, said
that he's reviewing the Debtor's potential liability to monoline
insurers, Tiffany Kary of Bloomberg News, reports.

In an objection to the U.S. protection on Sept. 26, creditors who
were counterparties to derivatives disputed how the order would
allow those monoline insurers that the Debtor provided with
reinsurance to withhold premium payments to the Debtor.  Monoline
insurance guarantees the timely payment of bond principal and
interest when an issuer defaults, according to the report.  The
term indicates that service is provided to only one industry,
according to the report.

Under some reinsurance agreements, the money is "due and owing,"
the creditors said, according to the report.  The creditors also
said that monoline insurers have more collateral than is required
given potential claims, according to the report.


A full-text copy of the Bankruptcy Court's Recognition Order is
available at no charge at chapter15.com at:

                http://ResearchArchives.com/t/s?3351

As reported by the Troubled Company Reporter on Aug. 15, John
McKeena, as provisional liquidator, filed the Chapter 15 petition
on BluePoint's behalf in the United States Bankruptcy Court for
the Southern District of New York (Bankr. S.D. N.Y. 08-13169) on
Aug. 13, 2008.    

Based in Bermuda, the Debtor provides insurance and reinsurance of
all kinds, and in particular to underwrite third party financial
insurance, mostly with underlying risks of structured finance and
municipal transactions.  It is a wholly owned subsidiary of
BluePoint Holdings Ltd. in Bermuda, which in turn is wholly owned
by Wachovia Corp.  The Petitioner's Counsel is Howard Seife, Esq.
at Chadbourne & Parke, LLP.  The Debtor's assets is estimated at
more than $100 million and its debts at more than $100 million in
its filing.


BOSCOV'S INC: Court Approves Sale Bidding Procedures
----------------------------------------------------
The Hon. Kevin Gross of the United States Bankruptcy Court for
the District of Delaware approved the bidding procedures governing
the sale of substantially all of assets of Boscov's Inc. and its
debtor-affiliates, according to the minutes of an October 1, 2008
hearing.  The sale is subject to higher and better bids to be
determined in an auction to be held on October 20, 2008, at 9:00
a.m. (Eastern Time) at the offices of Richards, Layton & Finger,
P.A., at One Rodney Square, in Wilmington, Delaware.

While acknowledging that certain aspects of the proposed bidding
procedures were unusual, Judge Gross, according to the Associated
Press, said Boscov's has "a sterling reputation," and that the
company warrants "some greater leeway from the Court than what
otherwise may be the case."

Boscov's counsel, David G. Heiman, Esq., at Jones Day, in New
York, told the AP that investors interested in bidding for the
company want assurances that they will be able to take advantage
of sales during the upcoming holiday shopping season.  "The
survival of Boscov's as a going concern is greatly at risk unless
we are able to consummate a transaction prior to the Christmas
season," the AP quoted Mr. Heiman as saying.

"The timing is appropriate," Judge Gross said, as related by AP.  
"The court is fully aware that the Christmas season is critical
to the sale process.  If we allow delay, then we're just going to
be hurting the estate."

Interested parties must submit their bids by October 15, 2008.  
To be deemed a "Qualified Bid," parties must timely submit a bid
containing an executed confidentiality agreement and a current
audited financial statement of the Potential Bidder.

Pursuant to an amended proposed bidding procedures order filed by
the Debtors on October 1, Bids must offer to pay for the Assets a
purchase price greater than the Purchase Price contained in the
Stalking Horse Agreement by the amount of the Break-UP Fee plus
$250,000.  The Good Faith Deposit accompanying the Bids is
reduced from $10,000,000 to $7,000,000.

The bids must be accompanied by Adequate Assurance Packages
providing for:

   -- the specific name of the proposed bidder, the proposed
      tenant that will act as the assignee, and the proposed name
      under which the assignee intends to operate the store;

   -- the potential assignee's intended use for the space;

   -- audited financial statements and annual reports reasonably
      necessary to evidence the bidder's financial capability to
      perform under the assumed contracts and leases;

   -- all documents and other evidence of the potential
      assignee's retail experience and experience operating in
      line stores in a shopping center; and

   -- a contract person for the proposed assignee that landlord
      may directly contact in connection with the adequate
      assurance of future performance.

The Adequate Assurance Package will be served on landlords to the
Debtors' non-residential real property leases by October 15.  
Landlords will hold the Adequate Assurance Package as
confidential information and will not share the information with
any third party except to the extent necessary to analyze the
proposed sale.

If no bids are timely received by the Bid Deadline, the Court
will conduct a hearing on October 21, 2008, to consider approval
of the sale of the Debtors' assets to the Stalking Horse.  
Objections to the sale are due October 17.

Objections to the assumption and assignment of any Assumed and
Assigned Agreement based on adequate assurance of future
performance by the Successful Bidder must be in writing and filed
with the Court on or before October 20.

The amended proposed bidding procedures order provides that
neither the tendering of a bid nor the determination that a bid
is a Qualified Bid will entitle a Potential or Qualified Bidder
to any break-up, termination, or similar fee, and all Potential
and Qualified Bidders waive any right to seek a claim for
substantial contribution.

Versa Capital Management, Inc., on September 11, 2008, submitted
to the Debtors a letter of intent to purchase substantially all
of the Debtors' assets for $11,000,000 in cash and the assumption
of their liabilities totaling about $175,000,000.  The AP said
the deal is valued at $288,000,000.

A full-text copy of the Letter of Intent is available for free
at http://bankrupt.com/misc/versaloi.pdf

Judge Gross also approved the Break-Up and Reimbursement Fee due
to Versa, in case the Debtors select other bidders as the
successful bidder, the AP said.  Versa will be reimbursed only
half of its documented expenses, up to $1.75 million, and that
the breakup fee amounts to only about 1.5% of the value of the
transaction, or roughly half of the 3% fee common in similar
transactions.

Judge Gross, according to AP, concluded that both the expense
reimbursements and breakup fees were reasonable, adding that
Versa's entitlement to the breakup fee if a competing bid doesn't
pan out is an acceptable tradeoff for the lower fee percentage.
Judge Gross declined to order Versa to submit a good-faith
deposit, instead lowering the deposit required of competing
bidders from $10 million to $7 million.

"I hope it will at least encourage other parties to come forward
and participate in the bidding process and show that they are
serious," Judge Gross said, as reported by AP.  Judge Gross also
approved expense reimbursements of up to $100,000 for other
bidders.

                Purchase Agreement with Regio BDS

On September 30, 2008, the Debtors filed with the Court an asset
purchase agreement they entered into with Regio BDS, LLC, a
Delaware limited liability company.

As consideration for the assets, Regio will acquire Boscov's
properties, assets and rights for:

   * an aggregate amount in cash equal to the amount of all of
     the Debtors' obligations under the First Lien DIP Facility,
     dated August 5, 2008, among the Debtors and Bank of America,
     as administrative agent, plus all of the Debtors'
     obligations under the Second Lien Facility, dated March 20,
     2008, among the Debtors, GB Merchant Partners, LLC, as
     administrative and collateral agent;

   * an amount in cash equal to the result of:

        -- the administrative professional claim closing amount
           capped at $6,500,000, plus

        -- $11,000,000, minus

        -- the amount, if any, by which the estimated 503(b)(9)
           Claims Amount exceeds the $10,000,000 503(b)(9) Claims
           Cap, minus

        -- the amount, if any, by which the estimated customer
           programs liabilities exceeds the $8,000,000 Customer
           Programs Liabilities Cap, minus

        -- the withheld excess cure amount as of Closing, minus

        -- the work fee amount, minus

        -- an amount equal to 50% of the maximum aggregate amount
           of assumed liabilities under the Senior Executive
           Incentive Program; and

   * the assumption of Assumed Liabilities, including:

        -- all liabilities of the Debtors, including related to
           customer and security deposits and prepaid items,
           under the Purchased Contracts, Purchased Leases,
           Assigned Permits and Assigned Benefits Plan and
           Policies that arise on or after the closing Date or
           that arise before the Closing Date to the extent
           requiring performance after the Closing Date;

        -- all assumed trade payables;

        -- all Section 503(b)(9) Claims, customer program and
           employee liabilities;

        -- all warranty obligations;

        -- all administrative professional claims that became
           allowed after Closing of the sale; and

        -- all tax liabilities due arising after the Petition
           Date in the ordinary course of the business from
           ownership or current operation of the Purchased
           Assets, except certain income taxes and transfer
           taxes.

A full-text copy of the Asset Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?3333

As conditions to payment of the Purchase Price, the Regio APA
provides that:

   (a) at least two days prior to the Closing Date, Sellers will
       deliver to Regio a certified and authorized statement
       of their good faith estimate of (i) the aggregate
       amount of all 503(b)(9) Claims, together with a list of
       those 503(b)(9) Claims, corresponding amount and name of
       creditor, (ii) the aggregate amount of all customer
       program liabilities;

   (b) at any time before March 2, 2009, Regio may designate (i)
       any 503(b)(9) claim and any customer program liability as
       an Excluded Liability to the extent that the assumption of
       those claims and liabilities would result in Purchaser's
       assumption of liabilities in an aggregate amount greater
       than the sum of the 503(b)(9) Claims Cap and the Customer
       Program Liability Cap; and

   (c) if the cure amount for any Purchased Contract, Purchased
       Lease or Held Contract, that in any case is a contested
       contract as of Closing, is finally determined by the Court
       after Closing, Purchaser will pay Sellers, within five
       business days after the effective date of that
       determination, the excess of withheld excess cure amount
       as of closing over the withheld cure amount for the
       contested contract.

The APA may be terminated by Purchaser prior to Closing, if the
Bidding Procedures Order will not have been entered by the Court
by October 3, 2008; or if the Auction will not have commenced
prior to October 20, 2008, or if the Auction will not have
completed prior October 21, 2008.

The Purchaser may also terminate the APA at any time prior to the
Bid Deadline, if Purchaser delivers written notice to Seller that
it has been unable to reach satisfactory agreements with (i)
certain of the Sellers' key employees identified by Purchaser
with respect to the key employees' continued involvement with the
business, (ii) lessors regarding leased real property to be
assumed by Seller and assigned to Purchaser at or after Closing,
or (iii) members and affiliates of the Boscov and Lakin families
concerning certain real property and other matters.

In turn, Sellers may terminate the APA prior to Closing if the
Purchaser has not delivered to Sellers by the Bid Deadline (i) an
executed debt financing commitment which is subject only to
customary conditions, and (ii) an executed equity commitment; or
in the event of breach by Purchaser of any representation or
warranty contained in the Asset Purchase Agreement which would
result to certain provisions in the Asset Purchase Agreement, and
which breach has not been cured immediately.

Should the Regio APA be terminated resulting from an intentional
or knowing breach by Sellers, Sellers will jointly and severally
pay $4,000,000 to Purchaser.

                           Objections

Prior to the October 1 hearing on the bidding procedures, two
landlords -- The Macerich Company and Coventry Retail, LP -- HSBC
Nevada, N.A., and Roberta DeAngelis, Acting U.S. Trustee for
Region 3, raised objections to the request.

(a) Landlords

Macerich contended that the Bidding Procedures failed to provide
landlords with adequate assurance of future performance on their
leases that the Debtors may assume and assign to Versa, as the
stalking horse bidder, or to the successful bidder.  Macerich
asserted that the Court should not allow the Debtors to assume
and assignee its leases unless there is adequate assurance of
future performance on those leases.

Macerich and Coventry raised objections to the proposed auction
and sale approval timetable.  Coventry, specifically, asserted
that the Bidding Procedures Motion should be modified to provide
adequate time for parties-in-interest to review information
pertinent to the sale process and additional time to object to
the sale.

Leslie C. Heilman, Esq., counsel to Macerich, at Ballard Spahr
Andrews & Ingersoll, LLP, in Wilmington, Delaware, complained
that the Motion does not provide for a mechanism to resolve
potential cure claim disputes.  Accordingly, Macerich asked the
Court to revise the Bidding Procedures to provide, among others,
for the proposed assignee to enter into some type of credit
enhancement, including a guaranty of future performance, a letter
of credit, or a cash security deposit.

(b) HSBC

HSBC argued that the Debtors should not be allowed to assume and
assign their Credit Card Agreement with HSBC absent HSBC's prior
written approval.  HSBC also asserted that the Debtors should not
be allowed disseminate its confidential information to third
parties in contravention of the terms of their Agreement.

The Credit Card Agreement between HSBC and the Debtors enabled
holders of Boscov's credit cards to purchase goods and services
upon presentment of the cards at Boscov's retail locations.  HSBC
said that as of September 22, 2008, cardholder disputes could
reach in excess of $529,213 of charge back amounts.

HSBC's counsel, David P. Primack, Esq., at Drinker Biddle & Reath
LLP, in Wilmington, Delaware, asserted that the Debtors' request
should be denied because:

   (a) neither the Debtors nor Versa provided adequate assurance
       of future performance for the proposed assumption and
       assignment of the Credit Card Agreement pursuant to
       Section 365(f)(2)(B);

   (b) the Bidding Procedures Motion is completely bereft of any
       information on Versa' financial wherewithal, its ability
       to close the sale as well as to operate as a going
       concern, including its ability to perform under the Credit
       Card Agreement;

   (c) the Bidding Procedures Motion impermissibly provides for
       the assignment of HSBC's Intellectual Property as part of
       the proposed assumption of the Credit Card Agreement,
       absent HSBC's prior written consent;

   (d) the Bidding Procedures violate the confidentiality
       provisions of the Credit Card Agreement, as it anticipates
       to allow access to confidential information to other
       potential bidders; and

   (e) the Bidding Procedures is silent as to the payment of the
       unamortized prepaid program fee that is due and payable to
       HSBC upon default for or a change of control.  

As of August 31, 2008, the Unamortized Prepaid Program Fee under
the Credit Card Agreement is $22,233,333.  HSBC asserted that it
could suffer irreparable harm if its confidential information is
disclosed to a third party.

(c) U.S. Trustee

Ms. DeAngelis argued that consideration of the break-up fee
should not occur until the Stalking Horse Agreement is filed.  

"Absent the Stalking Horse Agreement, it is difficult to
determine whether the Buyer's inability or unwillingness to close
under the foregoing circumstances will be events requiring the
payment of the break-up fee," she told the Court.

Furthermore, Ms. DeAngelis pointed out that Term Sheet between
the Debtors and Versa contains a financing contingency, citing
that Versa's commitment is conditioned, among others, on:

   --  Versa's satisfaction of its due diligence review results
       of certain matters to be specified in the APA, which, she
       pointed out, will be deemed waived by Versa as of the Bid
       Deadline unless Versa terminates the APA with respect to
       those conditions prior to the bid deadline; and

    -- Versa having reached agreements with key members of the
       Debtors' management, lessors of properties to be
       assumed and assigned, and members or affiliates of the
       Boscov and Lakin families; and that this condition will be
       deemed waived as of the Bid Deadline unless the Buyer has
       terminated the Stalking Horse Agreement.

The Debtors should not be paying a break-up fee to the Buyer if
these conditions are not satisfied, as the payment would not be
an actual, necessary cost of preserving the Debtors' estates, Ms.
DeAngelis emphasized.

Ms. DeAngelis further pointed out that:

   (a) the Debtors impermissible favor Versa over other potential
       bidder in that Versa, as a Stalking Horse Bidders, is not
       required to post a good-faith deposit.  Also, Versa is
       getting copies of other bids submitted, yet there is no
       express provision for other bidders to receive the same
       information;

   (c) the Debtors asks that potential bidders waive their
       substantial contribution claim under Section 503(b)(3,4)
       of the Bankruptcy Code as a condition of submitting their
       respective bids and participating in the auction; and

   (d) while the Motion contains some discussion on the Debtors'
       prepetition marketing of their business for sale, the
       Debtors do not describe in detail what are the marketing
       efforts they made postpetition.

The adequacy of the Debtors' postpetition marketing efforts is
important in light of the fact that the Term Sheet contains a
limited "no shop" provision under which the Debtors were
prohibited from marketing the assets for approximately two weeks,
Ms. DeAngelis pointed out.

On these grounds, Ms. DeAngelis asked the Court to deny the
Debtors' request.  She also reserved the right to raise the issue
on the lack of postpetition marketing at the sale hearing.

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

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

David G. Heiman, Esq., and Thomas A. Wilson, Esq., at Jones Day,
serve as the Debtors' lead counsel.  The Debtors' financial
advisor is Capstone Advisory Group and their investment banker is
Lehman Brothers, Inc.  The Debtors' claims agent is Kurtzman
Carson Consultants L.L.C.

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

(Boscov's Bankruptcy News; Issue No. 9; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BRAINTECH INC: Royal Bank of Canada Extends $2.6MM Facility
-----------------------------------------------------------
Braintech, Inc. disclosed in a Securities and Exchange Commission
filing that it has entered into a letter agreement with Royal Bank
of Canada, dated July 29, 2008, which provides for a $250,000
revolving demand facility and a $2,405,000 non-revolving term
facility.

The Agreement supersedes and cancels the agreement between the
Company and RBC, dated Nov. 2, 2006, and any related amendments.  
The loan under the 2006 RBC Agreement was originally in the
principal amount of $2,473,000, and any amount outstanding under
the 2006 RBC Agreement is deemed to be a borrowing under the
Agreement.  As of the date prior to funding under the Term
Facility, $1,197,837 remained outstanding under the 2006 RBC
Agreement.

The Term Facility is payable in 24 equal installments of principal
and monthly accrued interest with the first payment due on
October 11, 2008.  The maturity date for the loan is September 22,
2010.  Borrowings under the Revolving Demand Facility are payable
upon demand of RBC.  

Borrowings under the Credit Facilities can be made either as Royal
Bank Prime based loans at the interest rate equal to the Royal
Bank Prime rate plus 0.50% or Royal Bank US Base Rate loans at the
interest rate equal to the Royal Bank US Base Rate as defined in
the Agreement, plus 0.50%.  

Alternatively, interest on borrowings under the Term Facility can
be calculated at LIBOR plus 1.50%, which the Company has elected.  
The aggregate borrowings outstanding under the Revolving Demand
Facility and the Term Facility cannot exceed the lesser of
$2,405,000 and $45,000 plus the aggregate amount of the Letters of
Credit provided as security for the Company's obligations under
the Agreement.  

The Credit Facilities are subject to the registration, as
required, of the Security to the satisfaction of RBC, receipt of
the financial and other information or documents relating to the
Company as RBC may reasonably require, and other authorizations,
approvals, opinions and documentation as the RBC may reasonably
require.

The Company is subject to a number of covenants under the
Agreement, which, among other things, restrict the Company's
ability to (1) grant or create any mortgage, lien, security
interest or other encumbrance affecting its properties, assets or
other rights, (2) sell, transfer or otherwise dispose of its
properties or assets other than in the ordinary course of
business, (3) guarantee the payment of any monies or performance
of any obligations of any other person; and (4) engage in mergers
or consolidations.  Further, the Agreement defines various events
of default which include, among other things, non-payment of
principal, interest or other amounts when due, violation of any
covenants in the Agreement, a material adverse change in the
financial condition, ownership or operation of the Company and
defaults for any other indebtedness.  Upon the occurrence of an
event of default, RBC can cancel any of the Credit Facilities,
demand immediate repayment in full of any amounts outstanding
thereunder and to realize all or any portion of the Company's
assets or letters of credit securing the Credit Facilities.  

The Company's obligations under the Agreement are secured by all
personal property of the Company and its subsidiary, Braintech
Canada, Inc., and the irrevocable and unconditional standby
letters of credit to RBC as security under the 2006 RBC Agreement.

A copy of the letter agreement between Braintech and Royal Bank of
Canada is available for free at:

               http://researcharchives.com/t/s?3316

                       About Braintech Inc.

Headquartered in North Vancouver, B.C., Canada, Braintech Inc.
(OTC BB: BRHI) -- http://www.braintech.com/-- has four wholly-
owned subsidiaries: Braintech Canada Inc., a British Columbia
corporation, Braintech Government & Defense Inc., a Delaware
corporation, Braintech Consumer & Service Inc., a Delaware
corporation, and Braintech Industrial Inc., a Delaware
corporation.  Braintech Canada Inc. carries out the company's
research and development activities, and employs a majority of the
company's technical personnel.

The company generates the majority of its revenues from the sale
of robotic vision software that it has developed.  The company's  
software sales have principally involved computerized vision
systems used for the guidance of industrial robots performing
automated assembly, material handling, and part identification and
inspection functions.

Braintech Inc.'s consolidated balance sheet at June 30, 2008,
showed $2,510,776 in total assets and $3,610,584 in total
liabilities, resulting in a $1,099,808 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $2,461,736 in total current assets
available to pay $3,610,584 in total current liabilities.

The company reported a net loss of $1,312,382 on sales of
$1,100,406 for the second quarter ended June 30, 2008, compared
with a net loss of $1,234,035 on sales of $600,562 in the same
period of 2007.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 14, 2008,
Smythe Ratcliffe LLP, in expressed substantial doubt about
Braintech 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 recurring losses from operations.


BRIGGS & STRATTON: S&P Cuts Unsec. Notes & Credit Ratings to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Wauwatosa, Wisconsin-based Briggs & Stratton Corp. to
'BB-' from 'BB+'.  S&P also lowered the issue-level rating on the
company's $275 million ($268 million book value as of June 29,
2008) unsecured notes due 2011 to 'BB-' from 'BB+', and retained a
recovery rating of '3', indicating expectations for meaningful
(50%-70%) recovery in the event of a payment default.  

S&P removed all of the company's ratings from CreditWatch, where
it placed them with negative implications on Sept. 18, 2008,
reflecting its weaker-than-expected credit measures.  The outlook
is stable.  The company had about $369 million in reported debt
outstanding as of June 29, 2008.
     
"The downgrade reflects Briggs & Stratton's weakened financial
performance as a result of lower sales volumes in the company's
key engine segment," said Standard & Poor's credit analyst
Christopher Johnson, "and credit measures that remain below our
expectations for a 'BB+' credit."


CALYPTE BIOMEDICAL: Almyn Acquires 20 Million Shares for $700,000
----------------------------------------------------------------
Calypte Biomedical Corporation disclosed in a Securities and
Exchange Commission filing that on Sept. 19, 2008, the company
entered into a subscription agreement with Almyn Limited, pursuant
to which Almyn agreed to purchase 20,000,000 shares of the
Company's common stock, par value $0.03 at a purchase price of
$0.035 per share, for a total purchase price of $700,000, in a
private placement transaction pursuant to the Securities Act of
1933.

Under the terms of the Subscription Agreement, the Company issued
a two-year warrant to the Investor to purchase 1,000,000 shares of
the Company's common stock at an exercise price of $0.06 per
share.  The Subscription Agreement contains customary
representations and warranties by the Investor regarding its
status as a non-U.S. person, its investment intent and
restrictions on transfer.  The Investor was granted certain piggy-
back registration rights which require the Company to use its best
efforts to register all or a portion of the Shares and the shares
of common stock underlying the Warrant on the next registration
statement it files with the Securities and Exchange Commission
under the Securities Act.  The Company intends to use the proceeds
of the private placement for general working capital purposes.

On Sept. 19, 2008, the Company received the $700,000 cash purchase
price for the Shares from the Investor and issued the Shares and
the Warrant to the Investor.

                      About Calypte Biomedical

Based in Portland, Calypte Biomedical Corporation (OTC BB: CBMC)
-- http://www.calypte.com/-- is a U.S.-based healthcare company     
focused on the development and commercialization of rapid testing
products for sexually transmitted diseases like the Aware(TM)
HIV- 1/2 OMT test that are suitable for use at the point of care
and at home.

Calypte Biomedical Corp.'s consolidated balance sheet at March 31,
2008, showed $7,387,000 in total assets and $16,971,000 in total
liabilities, resulting in a $9,584,000 total stockholders'
deficit.

                        Going Concern Doubt

Odenberg, Ullakko, Muranishi & Co. LLP, in San Francisco,
expressed substantial doubt about Calypte Biomedical Corp.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2007, and 2006.  The auditing firm reported that the
company has suffered recurring operating losses and negative cash
flows from operations, and management believes that the company's
cash resources will not be sufficient to sustain its operations
through 2008 without additional financing.


CALYPTE BIOMEDICAL: Ahmed Alsuwaidi Discloses 8.4% Equity Stake
---------------------------------------------------------------
Ahmed Abdulla Deemas Alsuwaidi disclosed in a Securities and
Exchange Commission filing that he beneficially owns 33,920,000
shares of Calypte Biomedical Corporation's common stock,
representing around 8.4% of 404,937,957 shares of common stock
outstanding as of July 31, 2008.

Mr. Alsuwaidi also disclosed that he beneficially owns warrants to
purchase 16,080,000 shares of the company's common stock at $0.03
par value.

                      About Calypte Biomedical

Based in Portland, Calypte Biomedical Corporation (OTC BB: CBMC)
-- http://www.calypte.com/-- is a U.S.-based healthcare company     
focused on the development and commercialization of rapid testing
products for sexually transmitted diseases like the Aware(TM)
HIV- 1/2 OMT test that are suitable for use at the point of care
and at home.

Calypte Biomedical Corp.'s consolidated balance sheet at March 31,
2008, showed $7,387,000 in total assets and $16,971,000 in total
liabilities, resulting in a $9,584,000 total stockholders'
deficit.

                        Going Concern Doubt

Odenberg, Ullakko, Muranishi & Co. LLP, in San Francisco,
expressed substantial doubt about Calypte Biomedical Corp.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2007, and 2006.  The auditing firm reported that the
company has suffered recurring operating losses and negative cash
flows from operations, and management believes that the company's
cash resources will not be sufficient to sustain its operations
through 2008 without additional financing.


CANCER INSTITUTE: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Cancer Institute of Southeast Texas, Ltd., delivered to the United
States Bankruptcy Court for the Southern District of Texas its
schedules of assets and liabilities, disclosing:

   Name of Schedule                     Assets    Liabilities
   ----------------                    -------    -----------
   A. Real Property                         $0
   B. Personal Property                $14,870
   C. Property Claimed
      as Exempt
   D. Creditors Holding                            $1,923,973
      Secured Claims
   E. Creditors Holding                                $6,000
      Unsecured Priority
      Claims
   F. Creditors Holding                                    $0
      Unsecured Nonpriority
      Claims
                                       -------   ------------
      TOTAL                            $14,870     $1,929,973

Based in Port Arthur, Texas, Cancer Institute of Southeast Texas,
Ltd., filed for Chapter 11 protection on Sept. 2, 2008 (Bankr.
S.D. Tex. 08-35875).  Margaret Maxwell McClure, Esq., in Houston,
Texas, represents the Debtor.

                       
CARDINAL & GOLD: Case Summary & Nine Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Cardinal & Gold Real Estate Services, Inc.
        8060 Florence Ave., Suite 206
        Downey, CA 90240

Bankruptcy Case No.: 08-26227

Chapter 11 Petition Date: October 1, 2008

Court: Central District Of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Eric Douglas Johnson, Esq.
                  Law Office of Eric Douglas Johnson
                  8137 3rd St., 3rd Floor
                  Downey, CA 90241
                  Tel: (562) 287-1400

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/califcb08-26227.pdf


                       
CASTRO PROPERTY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Castro Property Mgmt., LLC
        PO Box 31747
        Palm Beach Gardens, FL 33420

Bankruptcy Case No.: 08-24556

Chapter 11 Petition Date: October 1, 2008

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Craig I. Kelley, Esq.
                  cik@kelleylawoffice.com
                  Kelley & Fulton, P.A.
                  1665 Palm Beach Lakes Blvd #1000
                  West Palm Beach, FL 33401
                  Tel: (561) 491-1200

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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


CATALYST ENERGY: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Bill Rochelle of Bloomberg News reports that Catalyst Natural Gas,
LLC, and its debtor-affiliates filed for Chapter 11 reorganization
with the U.S. Bankruptcy Court for the Northern District of
Georgia (Lead Case No. 08-79392) on Oct. 1, 2008.

Atlanta Gas & Light, whose distribution system Catalyst
uses, is the largest unsecured creditor with a claim of
$5.2 million.

Atlanta, Georgia-based Catalyst Natural Gas, LLC,--
http://www.catalystenergy.com/--is an energy provider.

Leon S. Jones, Esq., at Jones & Walden, LLC, represents the
Debtors in their restructuring efforts.  In its filing, the Lead
Debtor listed less than $50,000 in assets and between $1 million
and $10 million in estimated debts.

                       
CATALYST ENERGY: Case Summary & 60 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Catalyst Energy Group, Inc.
        2002 Summit Boulevard, Suite 1200
        Atlanta, GA 30319

Bankruptcy Case No.: 08-79392

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Catalyst Natural Gas, LLC                          08-79390
Catalyst Supply Services, Inc                      08-79394

Type of Business: The Debtors are energy providers.
                  See: http://www.catalystenergy.com/

Chapter 11 Petition Date: October 1, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

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

                  Estimated Assets   Estimated Debts
                  ----------------   ---------------
Catalyst Energy   Less than $50,000  $1 million to
                                     $10 million

Catalyst Natural  $1 million to      $10 million to
                  $10 million        $50 million

Catalyst Supply   $1 million to      $1 million to
                  $10 million        $10 million

A. Catalyst Energy's list of largest unsecured creditors is
   available for free at:

             http://bankrupt.com/misc/ganb08-79392.pdf

B. Catalyst Natural's list of largest unsecured creditors is
   available for free at:

             http://bankrupt.com/misc/ganb08-79390.pdf

C. Catalyst Supply's list of largest unsecured creditors is
   available for free at:

             http://bankrupt.com/misc/ganb08-79394.pdf


CENTRAL PARKING: S&P Cuts Ratings on Real Estate Disposal Delays
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Nashville, Tennessee-based Central Parking Corp.
to 'B-' from 'B'.  At the same time, S&P lowered the issue-level
ratings on CPC's $370 million first-lien bank credit facilities to
'B-' from 'B' and $50 million second-lien term loan to 'CCC' from
'CCC+'.  The action affects about $420 million of rated
obligations.  The outlook is stable.
      
"The downgrade reflects the effect of delays in CPC's planned
disposal of substantial real estate holdings because of the weak
commercial real estate market, and CPC's regional concentration
risk, particularly in the New York area, which will likely remain
under pressure due to the strained financial system," said
Standard & Poor's credit analyst Jerry Phelan.
     
In addition to delays in CPC's real estate disposal strategy,
regional concentration risk, and highly leveraged financial
profile, the ratings reflect the company's narrow business focus
and challenging economic conditions.  The company's leading
position in the highly fragmented and competitive parking industry
partially offsets these factors.


CHESAPEAKE CORPORATION: Joachim Dziallas Discloses 13.5% Stake
--------------------------------------------------------------
Joachim W. Dziallas and Edelmann GmbH & Co. KG disclosed in a
Securities and Exchange Commission filing that they may be deemed
to beneficially own 2,775,869 shares of Chesapeake Corporation's
common stock, representing 13.5% of the 20,560,782 shares issued
and outstanding as of Aug. 1, 2008.

Headquartered in Richmond, Virginia, Chesapeake Corporation
(NYSE: CSK) -- http://www.cskcorp.com/-- is a supplier of          
specialty paperboard packaging products in Europe and an
international supplier of plastic packaging products to niche
end-use markets.  Chesapeake has 47 locations in France,
Ireland, United Kingdom, North America, China, HongKong, among
others and employs approximately 5,500 people.

                         *     *     *

As disclosed in the Troubled Company Reporter on Aug. 11, 2008,
Moody's Investors Service downgraded Chesapeake Corporation's
Corporate Family Rating to Caa2 from B2 and its Probability of
Default Rating to Caa2 from B3.  Concurrently, Moody's downgraded
the company's senior unsecured revenue bonds to Caa3 from B3 and
senior subordinated notes to Caa3 from Caa1.  All credit ratings
remain on review for possible downgrade.

Standard & Poor's Ratings Services lowered its ratings on
Chesapeake Corp.  The corporate credit rating was lowered to
'CCC+' from 'B'.  The ratings remain on CreditWatch, where they
were placed on July 2, 2008, with negative implications.


CITY CROSSING: Files First Amended Plan and Disclosure Statement
----------------------------------------------------------------
On Sept. 26, 2008, City Crossing 1, LLC filed with the U.S.
Bankruptcy Court for the District of Nevada its First Amended Plan
of Reorgnization and Disclosure Statement.

On July 2, 2008, the Debtor filed an initial plan that provided
for the retention of a broker to professionally market and sell
the City Crossing project as an integrated whole over the 18
months following the effective date of the Plan.  Under the
initial plan, the proceeds of the sale would be distributed to
creditors in order of priority.  The initial plan also contained a
provision that elimated the Lenders' credit bid right.  This
provision was essential to the plan, but was strenuously opposed
by the Lenders.

                    First Amended Plan Summary

The Debtor's principal asset consists of 15 parcels of real estate
totaling approximately 126 acres located in Henderson, Nevada.  
Under the Plan, the Debtor proposes to tansfer its real property
to the Lenders holding liens in such real property in satisfaction
of the Lenders' secured claims against the Debtor.

Community Bank has agreed to accept title to its real property
collateral and a payment of $190,000 to cover reasonable fees and
costs in complete satisfaction of all its claims against the
Debtor and the Guarantors and supports the Plan.  The FDIC, as
receiver for First National Bank and Silver State Bank, has agreed
to similar treatment subject to the completion of certain
diligence, and the Debtor anticipates that the FDIC will support
the Plan.  With respect to the remaining Lenders (the Non-
Releasing Lenders), the Plan requires that the Bankruptcy Court
value their respective collateral at the Confirmation Hearing.  
The Debtor will then transfer title of each Parcel to the Non-
Releasing Lender holding a lien on such Parcel in exchange for a
reduction in debt commensurate with the value of such Parcel.  All
of the Lenders, including the Non-Releasing Lenders, will receive
their collateral free and clear of all claims and interests
pursuant to Section 1141(c) and 363(f) of the Bankruptcy Code.

If a Parcel is subject to more than one deed of trust in favor of
more than one Non-Releasing Lender, the Debtor will effectuate the
transfer of title to such Non-Releasing Lenders by transferring
such Parcel to a newly formed limited liability company to be
owned by all of the Non-Releasing Lenders that held a lien in such
Parcel.  The senior Lenders will receive preferred units in such
limited liability company on a pro rata basis.  The junior lenders
will receive common units in such limited liability company, also
on a pro rata basis.  And, the Non-Releasing Lenders holding
junior liens on such Parcel will not be able to receive  
distributions on account of their membership interests in such
limited liability company until the Non-Releasing Lenders holding
senior liens have received distributions from such limited
liability company with a value at least equal to their secured
claims against the Debtor.

The Debtor believes that the transfer of a Parcel to a new limited
liability company is a significant benefit for the Non-Releasing
Lenders.  Many of the Non-Releasing Lenders are participants in
loans arranged by Aspen Financial and Clayton Mortgage.  Absent
the Plan, such Non-Releasing Lenders would be required to  
foreclose upon their real property collateral, which would be
difficult to do in light of the fact that participants in the
Aspen Financial and Clayton Mortgage loans hold fractional
interests in a deed of trust along with many other lenders.  The
Plan allows participants in the loans arranged by Aspen Financial
and Clayton Mortgage to hold title to their collateral through a
single company, thereby resolving the question of how title should
be held after foreclosure and making future dispositions of the
property more easy to consummate.

The Debtor adds that, absent the Plan, foreclosure by senior Non-
Releasing Lenders will eliminate the interests of the junior Non-
Releasing Lenders unless the junior Non-Releasing Lenders payoff
the senior debt.  Under the Plan, the junior Non-Releasing Lenders
will be entitled to recoveries from their collateral; provided,
that the Bankruptcy Court finds that the value of the collateral
is greater than the amount of the Claims of the senior Non-
Releasing Lenders and the property is subsequently sold for at
least that amount.

The Debtor believes that there is sufficient value in the Parcels
to satisfy all of the Claims of the Non-Releasing Lenders through
the return of such Parcels, however, any claims of the Non-
Releasing Lenders (other than Community Bank, First National Bank
and Silver State, which have agreed to accept their collateral in
full satisfaction of their respective Claims) not satisfied by the
return of the Parcels will be classified as general unsecured
claims under the Plan.

As an added inducement to the Non-Releasing Lenders under the
Plan, the Guarantors will pay in cash the reasonable attorneys
fees and costs owed by the Debtor pursuant to a Non-Releasing
Lender's loan documents if such Non-Releasing Lender agrees to
release the Guarantors from their respective Guarantees.

Finally, the Plan calls for the preservation of all Avoidance
Actions against the Yamagata Group.  The Yamagata Group received
approximately $50 million from the Debtor and its predecessors in
interest as part of a leveraged buyout of the Yamagata Group's
interests in such parties.  Such transfers may have been
constructively fraudulent and the Plan provides for the creation
of a Litigation Trust to prosecute any Avoidance Actions that may
exist as a result of such transfers.  The Litigation Trust will be
funded by a $100,000 contribution from the Guarantors.  The
proceeds received from any recoveries against the Yamagata Group
will be used, first, to pay the claims of any non-insider
unsecured creditors, including any deficiency claims of the Non-
Releasing Lenders and, second, as a return to equity.

                     Classification of Claims

The Plan groups the claims into 19 classes:

                                                Estimated Amount
     Class           Nature of Claim            of Claims
  --------------    -------------------------   ----------------
  Unclassified      Administrative Claims    
                    Professional Fees        
                    Priority Tax Claims

  Class 1           Parcel 1 Claims of Eliot     $14,000,000
                    A. Alper Trust

  Class 2           Parcel 2 Senior Claims of    $23,340,591
                    First National Bank

  Class 3           Parcel 2 Junior Claims of    $4,433,235    
                    First National Bank, as
                    successor in interest to
                    First National Capital

  Class 4           Parcel 3 Claims of Silver    $15,861,565
                    State Bank

  Class 5           Parcels 4 & 5 Claims of      $29,893,788
                    Community Bank

  Class 6           Parcels 6-8 Senior Claims    $31,568,692
                    of First National Bank

  Class 7           Parcels 6-8 Junior Claims    $7,381,000
                    of First National Bank, as
                    successor in interest to
                    First National Capital

  Class 8           Parcel 9 Senior Claims       $6,986,479
                    of individual investors/
                    participants in loans
                    arranged by Aspen Financial

  Class 9           Parcel 9 Junior Claims       $2,600,000
                    of individual investors/
                    participants in loans
                    arranged by Aspen Financial

  Class 10          Parcel 10 Senior Claims      $4,832,000
                    of individual investors/
                    participants in loans
                    arranged by Aspen Financial

  Class 11          Parcel 10 Junior Claims      $1,850,000
                    of individual investors/
                    participants in loans
                    arranged by Aspen Financial

  Class 12          Parcel 11 Senior Claims      $7,270,000
                    of individual investors/
                    participants in loans
                    arranged by Clayton Mortgage

  Class 13          Parcel 11 Junior Claims      $2,800,000
                    of individual investors/
                    participants in loans
                    arranged by Aspen Financial

  Class 14          Parcel 12 Senior Claims      $3,225,000
                    of individual investors/
                    participants in loans
                    arranged by Clayton Mortgage

  Class 15          Parcel 12 Junior Claims      $1,244,574
                    of individual investors/
                    participants in loans
                    arranged by Aspen Financial

  Class 16          Parcels 13-15 Claims         $25,000,000
                    of Alper Limited Partnership,
                    a Nevada limited partnership,
                    et al.

  Class 17          Insider Unsecured Claims     $1,244,610

  Class 18          Other Unsecured Claims       $9,769,831
    
  Class 19          Equity Interests             not shown

All the 19 classes are deemed impaired under the Plan and entitled
to vote.

Each Administrative Claim other than a Claim for Professional
Fees, and each allowed Priority Tax Claim under Class 1 shall be
paid in full.  Each Person seeking an award by the Bankruptcy
Court of professional fees: (a) must file a final application for
allowance of compensation for services rendered and reimbursement
of expenses incurred through the Effective Date within thirty (30)
days of the Effective Date; and (b) if the bankruptcy Court grants
such an award, must be paid in full in Cash in such amounts as are
allowed by the Bankruptcy Court as soon thereafter as practicable.

On the Effective Date, the holders of Allowed Insider Unsecured
Claims under Class 17 shall release all of their Allowed Insider
Unsecured Claims.  In exchange, the Debtor shall release any and
all claims that it may hold against such holders and, if
applicable, against each of such holders, officers, directors,
shareholders and Affiliates, including, without limitation, any
Avoidance Actions.

On the Distribution Date, each holder of an Allowed Other
Unsecured claim under Class 18 shall receive, in complete
satisfaction of its Allowed Other Unsecured Claim, a beneficial
interest in the Litigation Trust entitling such holder to receive
its Pro Rata Share of any proceeds from the Litigation Trust
Assets; provided that such holder shall not be entitled to receive
an amount in excess of such holder˙s Allowed Other Unsecured
Claim.

On the Effective Date, all of the Equity Interests in the Debtor
under Class 19 shall be cancelled and the holder of such Equity
Interests shall receive a beneficial interest in the Litigation
Trust which shall entitle such holder to receive any and all
proceeds from the Litigation Trust Assets remaining after the
holders of Claims in Class 18 shall have been paid in full.

             Unexpired Leases and Executory Contracts

All unexpired leases and executory contracts of the Debtor,
including, without limitation, the Development Agreement shall be
rejected by the Debtor as of the Effective Date pursuant to
Sectior 365(a) of the Bankruptcy Code.

All proofs of claim with respect to Claims arising from the
rejection of any unexpired lease or executory contracts pursuant
to Section 7.1 of the plan shall be filed with the Bankruptcy
Court and served on Debtor's counsel no later than thirty (30)
days after the Effective Date.  The holder of any claim not filed
within such time shall be forever barred from asserting any such
claim or receiving any Distribution on account of such claim.  Any
Claims resulting from the rejection of executory contracts shall
be classified as Other Unsecured Claims for purposes of the Plan.

A full-text copy of City Crossing 1, LLC's First Amended
Disclosure Statement dated Sept. 26, 2008, is available for free
at: http://bankrupt.com/misc/CityCrossing1stAmendedDS.pdf  

                      About City Crossing 1

Las Vegas, Nevada-based City Crossing 1, LLC, is the developer of
the City Crossing -- a planned 126-acre, 6-million-sf mixed-use
development in Henderson, Nevada.  The company filed for Chapter
11 relief on June 2, 2008 (Bankr. D. Nev. Case No. 08-15780).   
Jeanette E. McPherson, Esq., and Lenard E. Schwartzer, Esq., at
Schwartzer & McPherson Law Firm, Melanie Scott, Esq., and Roberto
J. Kampfner, Esq., at White & Case LLP, represent the Debtor as
counsel.  In its schedules, the Debtor disclosed total assets of
$242,025,172, and total debts of $194,201,534.


CLEARPOINT BUSINESS: June 30 Balance Sheet Upside-Down by $20 Mln
-----------------------------------------------------------------
Clearpoint Business Resources Inc.'s consolidated balance sheet at
June 30, 2008, showed $11,966,883 in total assets and $32,129,304
in total liabilities, resulting in $20,162,421 in total
stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $9,492,503 in total current assets
available to pay $17,116,897 in total current liabilities.

The company posted $4,944,214 in net losses on $6,391,612 in net
revenues for the three months ended June 30, 2008, compared with
$1,985,136 in net losses on $4,455,894 in net revenues for the
three months ended June 30, 2008.

"Historically, the Company has funded its cash and liquidity needs
through cash generated by operating activities and through various
forms of debt and equity financing," Michael D. Traina, Chief
Executive Officer, said.  As of June 30, 2008, cash projected to
be generated from operations may not be sufficient to fund
operations and meet debt repayment obligations.  There is no
assurance that the Company will be successful in obtaining
additional financing.  If the Company can not raise additional
financing, there is substantial doubt about the ability of the
Company to continue as a going concern."

A copy of ClearPoint's quarterly report on Form 10Q, as amended on  
Sept. 23, 2008, is available free of charge at:

               http://researcharchives.com/t/s?3313

             About ClearPoint Business Resources Inc.

Based in Chalfont, Pennsylvania, ClearPoint Business Resources
Inc., through its proprietary, technology-based iLabor network
platform, provides its clients a comprehensive web-based portal to  
streamline the process involved in procurement and management of
temporary labor through a network of ClearPoint-approved staffing
vendors.

                   M&T Credit Pact Default

As disclosed in the Troubled company Reporter on June 12, 2008,
ClearPoint Business is in default under a credit agreement, dated
Feb. 23, 2007, with Manufacturers and Traders Trust company and
several lenders.  As a consequence of the default, M&T declared
all ClearPoint's outstanding obligations under the Credit
Agreement to be immediately due and payable and terminated the
lenders' obligation to make any additional loans or issue
additional letters of credit to ClearPoint.  ClearPoint is
in the process of negotiating a financing arrangement with a
potential lender.  However, there is no assurance that
ClearPoint's capital raising efforts will be able to attract the
additional capital or other funds it needs to sustain its
operations.


D & J INC: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: D & J, Inc.
        HC 01 Box 2052
        Boqueron, PR 00622

Bankruptcy Case No.: 08-06504-11

Chapter 11 Petition Date: September 30, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Alberto O. Lozada Colon, Esq.
                  alberto3@coqui.net
                  Bufete Lozada Colon
                  P.O. Box 427 PMB 1019
                  Mayaguez, PR 00681
                  Tel: (787) 833-6323
                  
Estimated Assets: $1,000,000 to $10,000,000

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

D & J Inc.'s chapter 11 petition with a list of 13 largest
unsecured creditors is available for free at:

               http://researcharchives.com/t/s?333f


DYNEGY INC: S&P Holds 'B' Corp. Credit Rating; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Dynegy Inc.  The outlook is stable.
     
"Dynegy's financial performance is right in line with expectations
for the rating and we expect that the company's 'current year + 1'
hedging strategy will allow it to maintain a similar profile
through 2010, given current market expectations," said Standard &
Poor's credit analyst Swami Venkataraman.  "With adequate
liquidity currently, no debt maturities through 2010 and capital
expenditures that can be funded through operating cash flow, we
see the outlook as being stable over the next 12 months.  However,
all companies face the risk that the current systemic uncertainty
in the financial sector could potentially result in revolving
facilities becoming unavailable, and such a contingency is not
currently factored into any of our independent power producer
ratings."
     
The 'B' rating primarily reflects Dynegy's highly leveraged
financial profile and a weak business profile characterized by
significant uncontracted merchant exposure.  Volatile gas prices,
combined with forward market heat rates that continue to be lower
than fundamentals would lead one to expect, will result in
volatile cash flows, partly mitigated by Dynegy's 'current year +
1' hedging strategy.  However, continued tightening of reserve
margins across the U.S., accentuated by a growing difficulty in
building new baseload generation, are positive for longer-term
cash flow generation.  Dynegy's Midwest coal fleet uses 100%
Powder River Basin coal, with fixed coal and rail costs through
2010 and 2013, respectively.  This provides cash flow upside as
off-peak prices in the Midwest are set by Eastern coal, whose
prices have risen sharply in recent months, while PRB coal prices
have risen much less in comparison.
     
Dynegy's strengths include its significant fleet diversity both in
terms of geography and dispatch position.  The LS Power
acquisition in March 2007 significantly diversified Dynegy's
portfolio: The Midwest, Northeast, and West account for about 48%,
20%, and 32%, respectively, of its capacity; while base load,
intermediate, and peaking assets account for 21%, 31%, and 48%,
respectively.  Management continues to see Dynegy as playing a
leading role in the consolidation of the merchant power industry,
besides also being an active developer of new assets through its
joint venture with LS Power, although such activity will now be
hampered by current credit market conditions.

However, the company has also emerged as an opportunistic seller
of assets, including small stakes in the Plum point and Sandy
Creek coal plants currently under construction as well as the
Calcasieu, Cogen Lyondell, and Rolling Hills gas plants.
     
Dynegy is engaged in the production and sale of electric energy,
capacity, and ancillary services from 29 owned or leased power
generation facilities with about 19,500 MW of generating capacity
operating in 13 states.  Dynegy had about $6.1 billion in long-
term debt as of June 30, 2008, including the project debt at the
Sithe Independence and Plum Point projects.


EMISPHERE TECH: June 30 Balance Sheet Upside-Down by $24.6 Million
------------------------------------------------------------------
Emisphere Technologies Inc.'s consolidated balance sheet at
June 30, 2008, showed $20.2 million in total assets and $44.8
million in total liabilities, resulting in a $24.6 million in
total stockholders' deficit.

The company reported $7.6 million in net losses on $14,000 in
revenues for the second quarter ended June 30, 2008, compared with
$12.1 million in net losses on $398,000 in revenues for the same
period in 2007.

The company posted $11.6 million in net losses on $169,000 in
revenues for the first half ended June 30, 2008, compared with $16
million in net losses on $3.2 million in revenues for the same
period in 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?3335

                   About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies Inc.,
(NasdaqGM: EMIS) -- http://www.emisphere.com/-- is a   
biopharmaceutical company that focuses on a unique and improved
delivery of therapeutic molecules using its eligen(R) technology.
These molecules and compounds could be currently available or are
under development.  The molecules are usually delivered by
injection; in many cases, their benefits are limited due to poor
bioavailability, slow on-set of action or variable absorption. The
eligen(R) technology can be applied to the oral route of
administration as well other delivery pathways, like buccal,
rectal, inhalation, intra-vaginal or transdermal.

                          *     *     *

PricewaterhouseCoopers LLP expressed substantial doubt about
Emisphere Technologies Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007. The auditing firm
reported that the company has experienced sustained operating
losses, has limited capital resources, and has significant future
commitments.

The company has limited capital resources and operations to date
have been funded primarily with the proceeds from collaborative
research agreements, public and private equity and debt financings
and income earned on investments.


EMISPHERE TECHNOLOGIES: SEC Grants Info Exclusion in Form 10Q
-------------------------------------------------------------
The Division of Corporation Finance of the Securities and Exchange
Commission has granted a request from Emisphere Technologies, Inc.
for confidential treatment for information it excluded from
exhibits to a Form 10-Q filed on Aug. 11, 2008.

Patti J. Dennis, Chief of SEC's Office of Disclosure Support,
determined that since the related information qualifies as
confidential commercial or financial information under the Freedom
of Information Act, the Division of Corporation Finance has
determined not to publicly disclose it.

The excluded information will not be released to the public
through August 27, 2015.

Based in Cedar Knolls, New Jersey, Emisphere Technologies Inc.,
(NasdaqGM: EMIS) -- http://www.emisphere.com/-- is a   
biopharmaceutical company that focuses on a unique and improved
delivery of therapeutic molecules using its eligen(R) technology.
These molecules and compounds could be currently available or are
under development. The molecules are usually delivered by
injection; in many cases, their benefits are limited due to poor
bioavailability, slow on-set of action or variable absorption. The
eligen(R) technology can be applied to the oral route of
administration as well other delivery pathways, like buccal,
rectal, inhalation, intra-vaginal or transdermal.

                          *     *     *

PricewaterhouseCoopers LLP expressed substantial doubt about
Emisphere Technologies Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007. The auditing firm
reported that the company has experienced sustained operating
losses, has limited capital resources, and has significant future
commitments.

The company has limited capital resources and operations to date
have been funded primarily with the proceeds from collaborative
research agreements, public and private equity and debt financings
and income earned on investments.


ETELOS INC: Jeffrey L. Garon Quits as Chief Executive Officer
-------------------------------------------------------------
Etelos Inc. disclosed in a Securities and Exchange Commission
filing that Jeffrey L. Garon has stepped down from his positions
as president and chief executive officer on Sept. 18, 2008.   
Danny Kolke, chairman of the Board of Directors, chief technical
officer and founder, will serve as the company's interim CEO.

"Jeff has been a valuable contributor to Etelos during a
significant period of growth and transition," Mr. Kolke said.  
"The Board of Directors and I appreciate his leadership,
dedication and expertise and we wish him the best of luck with his
future endeavors."

"As we look ahead, we are excited to see the Software-as-a-Service
(SaaS) market continuing to evolve in our favor as a flood of new
Web-based applications are being developed to support the demands
of the small and medium-sized business market," Mr. Kolke
continued.  "The Etelos Marketplace is harnessing this opportunity
by connecting developers and customers in ways that make it simple
to adopt on-demand applications.  We have launched in the past
year significant tools to revolutionize the way that software is
developed and consumed and we are building great momentum in
expanding the selection of Web-based applications available on the
Marketplace through our rapidly growing partner base.  We are
passionate about our belief in creating a truly open environment
for developers and users and we believe that we have built a rich
foundation upon which the company can create an even brighter
future.  I am very pleased to take an enhanced role in the day-to-
day strategic direction of the company as we navigate through
these exciting times."

                    Change in Board of Directors

Etelos also disclosed that Bob Thordarson will replace Larry
DeBower on its Board of Directors, effective Sept. 24, 2008.
Mr. DeBower will remain a consultant to the company.

Mr. Thordarson brings 15 years of direct entrepreneurial
experience to Etelos, most in the ideation, funding, launch and
growth of startups within the Telecommunications and Web Services
marketplace.  He is founder and CEO of BluCapp, a Web services
startup, Co-Founder of Cequint, Inc., a software company
revolutionizing mobile Caller ID services, and President of
TechFaith America, a mobile handset ODM headquartered in Beijing
(CNTF) and expanding reach to North America.  He was formerly CEO
and Co-Founder of Consumerware, a telecommunications device design
and manufacturing company focused on developing consumer products
for North America's largest telecommunications carriers.

Mr. Thordarson brings hands-on operational and development
experience to building companies, business and partner
development, managing diverse and distributed teams and channel
marketing. He studied Economics at the University of Washington.

"On behalf of the Board, we would like to thank Larry for his
expertise, his insight and his valuable contributions," Mr. Kolke
said.  "It has been a pleasure working with him and we wish him
well."

"We would also like to welcome Bob to our Board of Directors," Mr.
Kolke said.  "We are very pleased to be able to leverage his
wealth of experience in building and developing small businesses.   
He brings a great source of knowledge to us as we continue to
focus on evolving our value proposition, raising our visibility
and accelerating growth."

                        About Etelos Inc.

Headquartered in San Mateo, Calif., Etelos Inc. (OTC BB: ETLO) --
http://www.etelos.com/-- is a developer and distributor of Open    
Standards software.  Etelos development products include tools for
Web developers, business and individual users like the Etelos
Application Server(TM) and the Etelos Development Environment(TM).
EAS and EDE support many common application languages and also
supports a simple to use scripting language, the English
Application Scripting Engine(TM).  

Etelos Inc.'s consolidated balance sheet at June 30, 2008, showed
$2,252,000 in total assets and $18,067,000 in total liabilities,
resulting in a $15,815,000 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,863,000 in total current assets
available to pay $14,607,000 in total current liabilities.

The company reported a net loss of $21,573,000 on revenue of
$22,000 for the second quarter ended June 30, 2008, compared with
a net loss of $572,000 on revenue of $106,000 in the corresponding
period of 2007.


EQUINOX HOLDINGS: S&P Lifts Rating to 'B' on Good Performance
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
issue-level ratings on fitness club operator Equinox Holdings Inc.
by one notch.  The corporate credit rating was raised to 'B' from
'B-', and the rating outlook is stable.
     
"The ratings upgrade is based on good operating performance, lower
leverage, and improvement in EBITDA coverage of interest," noted
Standard & Poor's credit analyst Tulip Lim.

The 'B' rating reflects New York City-based Equinox's geographic
concentration, relatively small scale in a struggling economy,
high debt leverage, aggressive club expansion plans, and the
increasingly competitive fitness club market.  These
considerations are only partially offset by the company's leading
brand franchise, strong New York City club cluster, healthy same-
club revenue and membership growth, and good profit margins.
     
Equinox operates upscale fitness clubs offering spas and ancillary
services.  The company currently operates 45 clubs and is
expanding its footprint by adding new clubs in various locations.
     
Despite a weak U.S. economy, the company's same-store club growth
has remained robust and outpaced peers.  Equinox's EBITDA grew at
a double-digit pace in the quarter ended June 30, 2008.  The
company's EBITDA margin for the 12 months ended June 30, 2008, at
21.8%, was relatively flat from the prior-year period.  

As the company expands into new markets and suburbs, the EBITDA
margin could moderate.  Club additions will continue to pressure
discretionary cash flow, especially with higher construction
material costs.  Discretionary cash flow was slightly negative for
the 12 months ended June 30, 2008.  Discretionary cash flow could
range between modestly positive and modestly negative depending on
the level of capital spending, the pace at which new clubs ramp
up, and performance of the existing club base.  Working capital
needs are low because members pay upfront or through electronic
funds transfer.
     
Key credit measures continue to improve, but continue to reflect
very high financial risk.  For the 12 months ended June 30, 2008,
lease-adjusted EBITDA coverage of interest, including pay-in-kind
noncash interest, was thin at 1.3x, but improved from 1.1x for the
same period last year. Lease-adjusted consolidated debt to EBITDA,
though still high at 7.2x, improved from 8.0x.


ESTATE FINANCIAL: Court OKs Trustee to Hire LECG as Accountant
--------------------------------------------------------------
The Hon. Robin L. Riblet of the U.S. Bankruptcy Court for the
Central District of California grants Bradley D. Sharp -- the
Chapter 11 trustee for the bankruptcy estate of Estate Financial
Mortgage Fund LLC, a debtor-affiliate of Estate Financial Inc. --
permission to employ LECG, LLC, as accountants, effective as of
July 28, 2008.

The Firm will, among other things, analyze all transactions
leading to the Debtors' cessation of business and investigate
allegatoins of frauduent activity.

The Firm will charge the these hourly rates:

     Director                   $450-$585
     Managing Consultant        $280-$340
     Consultant                 $270-$280
     Associates                 $190-$200
     Paraprofessional           $100-$150

Fernanda Schmid, the Associate General Counsel of the Firm,
assured the Court of the Firm's disinterestedness and that the
Firm doesn't have an interest materially adverse to the interest
of the estate or any class of creditors or equity security
holders.  

                     About Estate Financial

Based in Paso Robles, California, Estate Financial Mortgage Fund,
LLC -- http://www.estatefinancial.com/-- is a fund organized by  
sole manager Estate Financial Inc. to invest in construction loans
for residential and commercial properties.  The Fund filed for
Chapter 11 protection on July 1, 2008 (Bankr. C.D. Calif. 08-
11535).  Lewis R. Landau, Esq., in Calabasas, California,
represents the Debtor as counsel.  When the Fund filed for
protection from its creditors, it listed assets of more than
$100,000,000, and debts of $100,001 to $1,000,000.

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


FEDERAL-MOGUL: Court Denies Plan Settlement to Resolve Claims
-------------------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware denies the request of the Debtors, the
Official Committee of Asbestos Claimants, the Legal Representative
for Future Asbestos Claimants, Cooper Industries, LLC, and Pneumo
Abex LLC for approval and implementation of the Plan A settlement
as an alternative for resolving the claims and issues asserted by
Cooper, Abex, and some of their affiliates.

Judge Fitzgerald rules that the protected party injunction, as
provided in the addendum of additional provisions incorporated
into the Fourth Amended Joint Plan of Reorganization, fails to
comply with Section 524(g) of the Bankruptcy Code.

The Plan B Settlement, she holds, is a more traditional and
appropriate resolution of the claims against the Debtors which
arise from indemnification agreements in the Debtors'
transactional history.  The Plan B Settlement was approved in
conjunction with the order, dated November 8, 2007, confirming
the Debtors' Plan.

                   The Alternative Settlements

The Debtors, the Asbestos Committee, and the FCR, on one hand,
and Cooper and Pneumo Abex, on the other hand, negotiated a
comprehensive settlement of Cooper's and Pneumo Abex's claims and
Plan objections.  The settlement consists of two alternative
arrangements for the treatment of the claims of Cooper and Pneumo
Abex:

   Plan A -- which requires Cooper and Pneumo Abex to make
             contributions to the Pneumo Abex Subfund in the
             Asbestos Personal Injury Creditors Trust totaling
             $756,000,000 and extends a third party injunction,
             pursuant to the Bankruptcy Code, to Cooper and
             Pneumo Abex and certain affiliates; and

   Plan B -- which resolves Cooper's and Pneumo Abex's claims in
             return for a $140,000,000 payment to Cooper and
             Pneumo Abex from the Trust.

The Plan Supporters prefer the Plan A Settlement but proposed the
Plan B Settlement as the default, or fallback, settlement in the
event that the Court could not approve the Plan A Settlement.  
The Debtors' former General Counsel, John Gasparovic, testified
that during the negotiations of Plan A there were some questions
about the propriety of the channeling injunction that Cooper was
asking for.  Accordingly, the Debtors insisted that any Plan also
include a fallback that did not provide for an injunction for
Pneumo Abex and Cooper.

The Plan Confirmation Hearing, including approval of the Plan A
and Plan B Settlements, was held in more than six days of trial
plus a day and a half of oral argument, at which all objections
to confirmation were considered.  At the end of the Confirmation
Hearing, the Bankruptcy Court agreed to consider approval of the
Plan and the Plan B Settlement before consideration of the Plan A
Settlement.  Thereafter, after devoting a considerable amount of
time and effort, the Debtors, Plan Proponents, the Objecting
Insurers, and other interested parties were able to resolve all
remaining objections to confirmation except those related to the
assignment and preemption issue.

In March 2008, the Bankruptcy Court overruled the objections of
the Objecting Insurers and of certain underwriters at Lloyds,
London and London Market, holding that the assignment of rights
in certain insurance policies to the asbestos trust, as provided
in part by the Plan, is valid and enforceable pursuant to the
Bankruptcy Code notwithstanding anti-assignment provisions in or
incorporated in the policies and applicable state law.  That
decision is on appeal to the District Court.

                   Plan A Settlement Fails to
                   Comply with Section 524(g)

After the Confirmation Hearing, the Plan Objectors submitted
post-trial briefs on certain issues.  While a number of the
issues addressed the Plan and the Plan B Settlement, several
briefs touched on issues relating to the Plan A Settlement:

   1. the Plan A Settlement fails to comply with Section 524(g)
      of the Bankruptcy Code;

   2. the Plan A Settlement exceeds the limits of the Bankruptcy
      Court's subject matter jurisdiction, and fails to satisfy
      the Bankruptcy Code's good-faith requirements; and

   3. Certain Insurers have standing to object to confirmation of
      the Plan A Settlement and that the Plan A Settlement is not
      insurance neutral.

To address the jurisdiction issues related to the insurance
assignment, Plan Supporters removed the Pneumo Insurance
Agreement from the Plan A Settlement.  To address the standing
and insurance neutrality issues, Plan Supporters removed the
Trust's contingent right to future proceeds from Pneumo Asbestos
Insurance Policies, or related statements, deleted the Pneumo
Abex Insurance Equity Injunction and eliminated the concept of
designating insurers as Settling Pneumo Asbestos Insurers.  The
Plan Supporters assert that now that the insurance-related
provisions have been removed, the Insurers and PepsiAmericas lack
standing to contest approval of the Plan A Settlement.

The Plan Supporters asserted that the remaining issues relate to
whether the Pneumo Protected Party Injunction included in the
Plan A Settlement complies with Section 524(g) and whether Cooper
and Pneumo Abex qualify for the protection of a third party
injunction under the Section.  The Plan Supporters contend that
the Section 524(g) issues should not cause the Court to reject
the proposed Plan A Settlement.

The Plan Supporters, among others, asserted that they still had
standing and requested discovery and additional hearings
regarding the Plan A Modifications.

Having reviewed the extensive record and numerous briefs and
arguments of the parties, Judge Fitzgerald finds that the Plan A
Settlement, modified or unmodified, fails to comply with Section
524(g).  Accordingly, she rules that it is unnecessary for the
Bankruptcy Court to address, among others, the discovery request
by the Plan A Settlement Objectors.

                     Standing of PepsiAmericas
                      and Objecting Insurers

As co-defendants with Pneumo Abex whose claims against Pneumo
Abex will be channeled to the Trust, the standing of
DaimlerChrysler Corporation, Volkswagen of America, and Ford
Motor Company remains uncontested and their outstanding
objections must be resolved.

Regardless of whether PepsiAmericas and the Objecting Insurers
have standing, Judge Fitzgerald holds that the Bankruptcy Court
must fully consider the substantive issues raised by the
automakers with respect to the Plan A Settlement.  Thus, she
undertook the analysis of the issues raised by the automakers
that led the Bankruptcy Court to conclude that the Plan A
Settlement cannot be approved and forego the temptation to delve
into the complex thicket of matters of first impression raised by
the Objecting Insurers and PepsiAmericas, which are not essential
to this resolution.

             Pneumo Protected Parties do not Qualify
         for Third Party Injunction under Section 524(g)

Under the Plan A Settlement, the Pneumo Protected Parties would
receive, as consideration for substantial monetary contributions
to the Pneumo Abex Subfund of the Trust and withdrawing their
claims against the Debtors, a Section 524(g) injunction or the
Pneumo Protected Party Injunction, barring the Pneumo Asbestos
Claims from being asserted against them.  The Pneumo Asbestos
Claims would instead be channeled to the Pneumo Abex Subfund of
the Trust.  The Pneumo Abex Subfund would be funded solely from
the assets of the Pneumo Protected Parties.

Cooper would make a contribution of $746,000,000, comprised of
$246,000,000 in cash and a $500,000,000 promissory note payable
over 25 years, and release certain other claims against the
Debtors and certain non-debtors.  PCT International Holdings
Inc., the parent of Pneumo Abex, would contribute $10,000,000 in
cash and all of its 100% equity interest in Pneumo Abex.

The Plan A Settlement Objectors argue that the Plan A Settlement
cannot be confirmed because the third party injunction in favor
of Pneumo Abex and Cooper provided for in the Plan A Settlement
is not permitted under Section 524(g).

There are several remaining obligations between Pneumo Abex,
Cooper, Federal Mogul Products, Inc., and Federal-Mogul
Corporation related to the Pneumo Asbestos Claims.

Pursuant to a 1998 purchase sale agreement, FMC assumed Cooper's
mutual guaranty obligations related to a 1994 asset purchase
agreement it entered into with Pneumo Abex Corporation.  Pursuant
to the 1994 APA, Wagner Electric Corporation, a subsidiary of
Cooper, indemnified Pneumo Abex for certain asbestos related
liabilities including asbestos-related personal injury claims
against Pneumo Abex and its affiliates received after August 29,
1998.  Wagner later merged into Moog Automotive, Inc., which was
sold to FMC under the 1998 PSA.

The obligations that arise from the relationship with Cooper are
two-fold:

   (1) The first concerns a guaranty.  In connection with the
       1994 APA, Cooper gave a Mutual Guaranty Agreement to
       guarantee Wagner's performance under the indemnity it
       granted in favor of Pneumo Abex.  When FMC purchased Moog,
       FMC assumed that guaranty.  Thus, FMC is now the guarantor
       of FMP's performance of the indemnity owed to Pneumo Abex.  

   (2) The second obligation is an indemnity owed to Cooper.  To
       the extent that Cooper is ever called on to perform under
       its guaranty, FMC indemnified Cooper and agreed to defend
       and hold Cooper harmless against Cooper's obligations
       under the mutual guaranty.  Thus, Cooper may hold
       unliquidated contingent claims against FMC and holds
       liquidated noncontingent claims to the extent that it has
       performed on the guaranty.  Both Pneumo Abex and Cooper,
       now or in the future, may hold claims against FMP or FMC
       related to the intricacies of the contractual
       relationships of the parties.

What is equally as clear, Judge Fitzgerald says, is that the
Pneumo Asbestos Claims evolved from the conduct and products of
Pneumo Abex and its predecessors and not in any way from the
conduct of, claims against or demands on the Debtors.

Judge Fitzgerald holds that purchase of Abex Brake Business alone
would not have transferred the liabilities; rather, it was a
contractual indemnity agreement contained in the 1994 APA that
transferred the liabilities to Wagner.  Plan Supporters submitted
a number of cases intended to support the contention that an
unincorporated division could be a "predecessor in interest" but
none of those cases support the proposition.

The mere existence, she continues, of one or more of a
predecessor in interest relationship in Section 524(g)(4)(A)(ii)
is insufficient, unless the third party's liability is alleged to
rise "by reason of" the relationship.  An action alleging a
nondebtor third party's asbestos liability may be enjoined under
Section 524(g) only "to the extent such liability of such third
party arises by reason of" one of the four statutorily prescribed
relationships with the debtor.

In the Debtors' cases, Pneumo Abex is not alleged to be liable
"by reason of" any relationship with FMP or any other Debtor.  
Pneumo Abex is alleged to be liable by reason of its own conduct,  
Judge Fitzgerald rules.

Similarly, she rules that Cooper's alleged liability does not
arise by reason of one of the four relationships in Section
524(g)(4)(A)(ii).  While Cooper did at one time have a financial
interest in a Debtor, its liability arises not from its ownership
or management of Federal Mogul Products, which never
manufactured, distributed, or sold asbestos-containing products,
but from its contractual obligations to Pneumo Abex under the
Mutual Guaranty Agreement.

           Plan A is not Necessary to Reorganization

The Plan A Settlement Objectors argue that the Pneumo Protected
Party Injunction must be necessary to the Debtors' reorganization
in order for the Plan A Settlement to be approved.  The Plan
Supporters argue that the availability of a third party
injunction pursuant to Section 524(g) is not conditioned on a
showing that the injunction will enhance a debtor's discharge or
a showing that the injunction is "necessary" to a debtor's
reorganization.

Judge Fitzgerald points out that the undisputed evidence at the
confirmation hearing was that the Debtors could successfully
reorganize with the Plan B Settlement and did not need the Plan A
Settlement for the purpose.

The Debtors' successful reorganization. Judge Fitzgerald says,
has now come to pass with the Plan B Settlement and the Debtors
have publicly touted their strong business prospects after a
successful reorganization.

The Plan Supporters are correct, as Plan A Settlement Objectors
concede, in asserting that Section 524(g) does not absolutely
require a showing that extending the benefit of the injunction to
a third party is crucial to the reorganization, Judge Fitzgerald
holds.  However, that hardly means that the injunction should
issue in a case in which the debtor's reorganization is
indifferent to it.

The Plan A Settlement is not necessary for the Debtors'
successful reorganization, but rather is designed solely for the
benefit of Cooper and Pneumo Abex, giving them the benefit of
channeling their non-derivative claims to a trust without the
cost, court supervision, public scrutiny, and other restrictions
imposed upon entities who file for bankruptcy, Judge Fitzgerald
concludes.

                     Cooper's Statement

Cooper Industries, Ltd. said in a statement on Oct. 1 that the
U.S. Bankruptcy Court for the District of Delaware has not
approved the Plan A settlement whereby the Pneumo-Abex asbestos
claims would be settled through the Federal Mogul Corp. Asbestos
Trust.  The Court had previously approved Plan B whereby Cooper
will receive $138 million from the Federal Mogul bankruptcy estate
and will continue to resolve through the tort system the asbestos-
related claims arising from the Abex Friction Products business
that it had sold to FMC in 1998. Additionally, under Plan B,
Cooper has access to Abex insurance policies with substantial
remaining limits on policies with solvent insurers.

"The total cost of Plan A increased over time and Cooper
would have paid a significant premium under Plan A.  We have also
gained experience in dealing with the claims since this issue
first emerged in 2001 and we are well positioned to manage these
claims similar to many other companies," said Cooper Industries
Chairman and Chief Executive Officer Kirk S. Hachigian.  "We are
pleased that the decision has been made and can now move
forward."

The company said further details regarding the financial impact of
this decision will be reflected in Cooper's Third Quarterly report
on form 10-Q filed with the Securities and Exchange Commission.

                      About Cooper Industries

Cooper Industries, Ltd. is a global manufacturer with 2007
revenues of $5.9 billion, approximately 87% of which are from
electrical products.  Founded in 1833, Cooper's sustained level
of success is attributable to a constant focus on innovation,
evolving business practices while maintaining the highest ethical
standards, and meeting customer needs.  The Company has eight
operating divisions with leading market share positions and
world-class products and brands including: Bussmann electrical
and electronic fuses; Crouse-Hinds and CEAG explosion-proof
electrical equipment; Halo and Metalux lighting fixtures; and
Kyle and McGraw-Edison power systems products.  With this broad
range of products, Cooper is uniquely positioned for several
long-term growth trends including the global infrastructure
build-out, the need to improve the reliability and productivity
of the electric grid, the demand for higher energy-efficient
products and the need for improved electrical safety.  In 2007,
sixty percent of total sales were to customers in the industrial
and utility end-markets and 34% of total sales were to customers
outside the United States.  Cooper, which has more than 31,500
employees and manufacturing facilities in 23 countries as of
2007, is incorporated in Bermuda with administrative headquarters
in Houston, TX.  For more information, visit the Web site at
http://www.cooperindustries.com/

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

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

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

(Federal-Mogul Bankruptcy News, Issue No. 173; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


FIRST FRANKLIN: S&P Corrects Rating on Class A-5 2006-FF14 Trust
----------------------------------------------------------------
Standard & Poor's Ratings Services corrected its rating on class
A-5 from First Franklin Mortgage Loan Trust 2006-FF14 after
lowering it in error to 'BB' from 'A/Watch Neg' on Sept. 22. 2008.  
S&P originally downgraded this class to 'BB' from 'A' based on
its expectation that principal payments for the senior
certificates would be distributed pro rata when the credit support
had been exhausted.  Upon further review of the payment waterfall
for the senior certificates and discussions with the trustee, U.S.
Bank, S&P determined that the priority of payments for the senior
certificates will not change when the subordination is eroded.

As a result of the sequential-payment structure, the class A5
certificates will be exposed to a lower amount of losses than S&P
previously projected.  As a result, S&P has revised its rating
on this class to 'A'.
     
The Sept. 22, 2008, rating action was part of a larger review of
U.S. subprime residential mortgage-backed securities transactions
issued in 2006.
     
This transaction is backed by conventional, fully amortizing,
adjustable-and fixed-rate mortgage loans secured by first or
second liens on one- to four-family residential properties.

                         Rating Revised

           First Franklin Mortgage Loan Trust 2006-FF14

                                 Rating
                                 ------
            Class       Current   Sept. 22  Pre-Sept. 22
            -----       -------   --------  ------------
            A-5         A         BB        A/Watch Neg


FOOT LOCKER: $102MM dELia*s Deal Won't Affect S&P's 'BB' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that Foot Locker Inc.'s
(BB/Negative/--) agreement with dELiA*s to purchase dELiA*s
direct-to-consumer business, CCS for $102 million in cash will
have no immediate effect on Foot Locker's rating or outlook.  Pro
forma for the closure, S&P anticipates there will be no
significant change in the New York City-based company's credit
metrics, as CCS generates about $80 million in revenue and the
entire purchase was funded with cash on hand.
     
The acquisition provides incremental diversification to the
company's footwear and apparel offerings.  S&P anticipates Foot
Locker may make further, targeted tuck-in acquisitions, but do not
expect the company to undertake significant acquisition activity
in the near term.


FORD MOTOR: To Sell $500 Million Worth of Shares
-------------------------------------------------
Ford Motor Co. has filed with the Securities and Exchange
Commission a prospectus supplement and a prospectus that relate to
the offer and sale from time to time of shares of its common
stock, par value $0.01 per share, having an aggregate offering
price of up to $500,000,000.

The shares of the company's common stock to which the Prospectus
Supplement relates will be offered over a period of time and from
time to time through Goldman, Sachs & Co., as sales agent.  The
shares of the common stock to which the Prospectus Supplement
relates are in addition to the $500,000,000 aggregate offering
price of shares of our common stock offered pursuant to a
Prospectus Supplement dated Aug. 14, 2008.

Ford Motor's common stock is quoted on the New York Stock Exchange
under the symbol "F."  The reported sales price of its common
stock as reported on the NYSE on Oct. 1, 2008, was $4.55 per
share.

The proceeds from the sale of the shares of common stock to which
this prospectus supplement relates will be used to purchase from
time to time outstanding debt securities of Ford Motor Credit
Company LLC, its indirect, wholly owned subsidiary, in open market
or privately negotiated transactions.

The shares of the company's common stock to which this prospectus
supplement relates generally will be offered and sold through
Goldman, Sachs & Co., as sales agent, over a period of time and
from time to time in transactions at then-current prices, pursuant
to an equity distribution agreement.

Accordingly, an indeterminate number of shares of common stock
will be sold up to the number of shares that will result in the
receipt of gross proceeds of $500 million.  The company will pay
Goldman, Sachs & Co. a commission equal to 0.85% of the gross
proceeds of the shares sold pursuant hereto.  The net proceeds the
company receives from the sale of the shares to which the
prospectus supplement relates will be the gross proceeds received
from such sales less the commissions and any other costs the
company may incur in issuing the shares.

Full-text copy of Ford Motor's prospectus supplement is available
free of charge at http://researcharchives.com/t/s?334c

                      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.


FORD MOTOR: Registers 35MM Shares for Hourly Employee Savings Plan
------------------------------------------------------------------
Ford Motor Co. has filed with the Securities and Exchange
Commission a registration statement for 35,000,000 shares of
Common Stock with par value of $.01.  The proposed maximum
offering price per share is $4.54 while the proposed maximum
aggregate offering price is $158,725,000.

The number of shares being registered represents the maximum
number of additional shares not registered that may be acquired by
Fidelity Management Trust Company, as trustee under the Master
Trust established  and as trustee under the Ford Motor Company
Tax-Efficient Savings Plan for Hourly Employees, during 2008 and
during subsequent years until a new Registration Statement becomes
effective.


                      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.


FORD MOTOR: Registers 50MM Shares for Salaried Workers Stock Plan
-----------------------------------------------------------------
Ford Motor Co. has filed with the Securities and Exchange
Commission a registration statement for 50,000,000 shares of
Common Stock with par value of $.01.  The proposed maximum
offering price per share is $4.54 while the proposed maximum
aggregate offering price is $226,750,000.

The number of shares being registered represents the maximum
number of additional shares not registered that may be acquired by
Fidelity Management Trust Company, as trustee under the Master
Trust established  and as trustee under the Ford Motor Company
Savings and Stock Investment Plan for Salaried Employees, during
2008 and during subsequent years until a new Registration
Statement becomes effective.

                      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.


GAINEY CORP: Faces $238MM Suit By Wachovia Over Loans
-----------------------------------------------------
Gainey Corp. and other related companies are facing a $238 million
lawsuit by Wachovia Bank in Kent County Circuit Court, Chris Knape
at The Grand Rapids Press reports.  According to the report,
Wachovia alleged that:

   -- missed $7.6 million in loan payments;

   -- fired Alvarez & Marshal North America, which was hired in
      February to serve as chief restructuring officer as part
      of the company's deal with Wachovia;

   -- continues to pay $115,000 a month to use Harvey Gainey's
      jet;

   -- continues to pay his real estate firm $186,850 monthly
      in rent;

   -- continues to pay at least a portion of his $1.3 million
      salary; and

   -- continues to provide him a Mercedes.

Wachovia asked the Court to appoint a receiver to take over the
company. The report says a hearing on the appointment of the
receiver has been set for Oct. 9 before Judge Donald Johnston in
Grand Rapids.

According to the report, the suit also named as defendants Gainey
Transportation Services Inc., Super Service Inc., Freight Brokers
of America, Aero Bulk Carrier Inc. and Gainey Insurance Services
Inc.  All of those firms also are owned by Mr. Gainey.

The Wachovia suit could be the end of the road for the West
Michigan trucking giant, the report says.  Mr. Knape notes that
"[r]eceivers are typically used to wind down operations and sell
off assets to pay debts."

Company owner Harvey Gainey has said the suit is a result of
"hasty and ill-advised decisions" by Wachovia driven by the on-
going financial crisis, the report says.  Mr. Gainey said in a
statement provided to The Press that his company "has sound
business fundamentals, which include positive cash flow and
operating income, and continued solid performance in the face of
inflated fuel prices and general economic conditions."

According to the report, Mr. Gainey is well known for his
philanthropy and support of Republican politics.

Wachovia filed the lawsuit last week Friday -- three days before a
government-brokered deal to transfer its banking assets and some
liabilities to Citigroup for $2.16 billion in stock, the report
notes.

The report notes that Gainey had been the subject of rumors of
financial trouble, even bankruptcy, earlier this year.  The
company, the report says, was ranked No. 21 among the nation's
largest for-hire truckload carriers by trade publication Logistics
Management in 2007.  The report, citing data from Logistics
Management, says Gainey had 2005 revenue of $425 million, and
employs 2,300 employees.


GEMSTONE CDO: Poor Credit Quality Cues Moody's to Junk Notes Rtngs
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 7
tranches, and left on review for possible downgrade the ratings of
2 of these tranches, of notes issued by Gemstone CDO IV Ltd.:

Class Description: $352,000,000 Class A-1 Floating Rate Notes due
February 12, 2041

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade
  -- Prior Rating Action Date: March 27, 2008

Class Description: $24,150,000 Class A-3 Floating Rate Notes due
February 12, 2041

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade
  -- Prior Rating Action Date: April 23, 2008

In addition, Moody's also downgraded the ratings on these notes:

Class Description: $73,250,000 Class A-2 Floating Rate Notes due
February 12, 2041

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: April 23, 2008

Class Description: $24,150,000 Class A-3 Floating Rate Notes due
February 12, 2041

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade
  -- Prior Rating Action Date: April 23, 2008

Class Description: $54,000,000 Class B Floating Rate Notes due
February 12, 2041

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: April 23, 2008

Class Description: $21,000,000 Class C Floating Rate Deferrable
Interest Notes due February 12, 2041

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: C
  -- Prior Rating Action Date: April 23, 2008

Class Description: $36,000,000 Class D Floating Rate Deferrable
Interest Notes due February 12, 2041

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Current Rating: C
  -- Prior Rating Action Date: April 23, 2008

Class Description: $6,000,000 Class E Floating Rate Deferrable
Interest Notes due February 12, 2041

  -- Prior Rating: Ca
  -- Current Rating: C
  -- Prior Rating Action Date: April 23, 2008

According to Moody's, these rating actions are as a result of the
increased deterioration in the credit quality of the transaction's
underlying collateral pool consisting primarily of structured
finance securities.


GRASSY CREEK: Case Summary & Six Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Grassy Creek Holding Company, LLC
        P.O. Box 774406
        Steamboat Springs, CO 80477

Bankruptcy Case No.: 08-25330

Chapter 11 Petition Date: September 30, 2008

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Robert Padjen, Esq.
                  rp@jlrplaw.com
                  5290 DTC Parkway, Suite 150
                  Englewood, CO 80111
                  Tel: (303) 830-3173

Estimated Assets: $29,070,000

Estimated Debts: $9,745,440

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Vectra Bank                    Guaranty of debt      $3,300,000
c/o Sherman and,               for Mountain
     Howard LLC                Adventure Property
633 17th Street, Suite 3000    Investments, LLC
Denver, CO 80202

Seneca Coal Company            Letter agreement      $1,050,000
701 Market Street, Suite 700   
Saint Louis, MO 63101-1826     

The Jobin Law Firm, PC         Credit - legal        $32,084
1900 Grant Street, Suite 815   services
Denver, CO 80203               

General Capital Partners, LLC  Credit - brokerage    $30,000
                               fees

Alexander Law Firm, PC         Credit - legal        $14,375
                               services

Moye White LLP                 Credit - legal        $4,505
1400 16th Street, 6th Floor    services
Denver, CO 80202-1486          


HICKORY HUT: Files Schedules of Assets and Liabilities
------------------------------------------------------
Hickory Hut Inc. delivered to the United States Bankruptcy Court
for the Western District of Texas its schedules of assets and
liabilities, disclosing:

   Name of Schedule                     Assets    Liabilities
   ----------------                    -------    -----------
   A. Real Property                 $1,800,000
   B. Personal Property                $81,300
   C. Property Claimed
      as Exempt
   D. Creditors Holding                              $732,000
      Secured Claims
   E. Creditors Holding                               $53,759
      Unsecured Priority
      Claims
   F. Creditors Holding                            $1,226,354
      Unsecured Nonpriority
      Claims
                                    ----------   ------------
      TOTAL                         $1,881,300     $2,012,114

Based in Helotes, Texas, Hickory Hut Inc., dba Old Town Grill &
Bistro, operates a restaurant.  The company filed for Chapter 11
protection on Aug. 30, 2008 (Bankr. W.D. Tex. 08-52533).  Dean
William Greer, Esq., represents the Debtor.


HOSPITAL PARTNERS: Gets Interim Borrowing Authority for $1.7MM
--------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Bankruptcy
Court for the District of Delaware gave interim authority to
Hospital Partners of America, Inc., and its four debtor-affiliates
on Sept. 26, 2008, to borrow $1.7 million under a $2.25 million
postpetition credit facility from a principal shareholder.

The Court, according to the report, scheduled a final hearing on
financing on Oct. 20.

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

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


HUNTSMAN CORP: Proposed Hexion Deal Cues S&P to Keep Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Salt
Lake City, Utah-based Huntsman Corp. and Columbus, Ohio-based
Hexion Specialty Chemicals Inc. remain on CreditWatch with
negative implications, where they were placed on July 5, 2007.  
The initial CreditWatch placement followed the announcement of
Hexion's proposed debt-financed acquisition of Huntsman in a
transaction valued at more than $10 billion, including assumed
debt.
     
This CreditWatch update follows the ruling in the Court of
Chancery of the State of Delaware related to Huntsman's lawsuit
with Hexion and its owner, Apollo Management LLC.  Hexion argued
that the merger is no longer viable based on the proposed highly
leveraged capital structure of the combined company.  Hexion cited
several factors supporting this conclusion, including Huntsman's
increased debt and lower-than-expected earnings, and Hexion's
belief that the lenders will not provide the committed financing
required to complete the transaction as proposed.
     
The judgment from the Court denies Hexion the right to terminate
the merger agreement and found Hexion in breach of its obligations
under the merger agreement.  The ruling orders Hexion to perform
its obligations under the merger agreement, including its
obligation to use its reasonable best efforts to consummate the
merger in the most expeditious manner practicable, but not
specifically enforcing the consummation of the merger itself.  The
Court indicated that if the closing has not occurred by Oct. 1,
2008, the termination date under the merger will be extended until
five business days after the Court has determined that Hexion has
fully complied with the terms of the order.
     
Following the ruling, Hexion announced that it is reviewing its
options, but S&P expects that the companies will continue to work
toward the close of the transaction.  The court filings indicate
that Hexion signed a commitment letter with Credit Suisse and
Deutsche Bank to secure financing for the deal.  However, Hexion
has not announced specific details regarding the financing plan.
     
"As indicated in our initial comments on the Hexion transaction,
we expected the proposed acquisition to be very large relative to
Hexion's existing operations and to result in a highly leveraged
and highly aggressive capital structure for a cyclical company,"
said Standard & Poor's credit analyst Kyle Loughlin.  "This would
more than offset the expected benefits to the business profile."

The transaction would result in a global and highly diversified
chemicals producer with more than $16 billion in annual revenue,
compared with Hexion's current revenue of about $6 billion.
     
However, S&P also notes that Hexion was already highly leveraged
at the time of the announcement and that a transaction financing
with all or mostly debt could further stretch the financial
profile, potentially beyond the level appropriate for the 'B'
rating on Hexion.
     
S&P will keep the ratings on both companies on CreditWatch, until
there is further clarity on the prospects for completion of a
transaction and after S&P has conducted a full reassessment of
credit quality if the deal is not completed.  Huntsman's and
Hexion's financial results have weakened since the transaction was
announced.  This is consistent with general trends in the
chemicals sector, which has suffered from weaker economic
conditions and escalating raw material costs.
     
The ongoing CreditWatch listing also indicates that the ratings on
both companies remain at risk for a modest downgrade, even if the
transaction is not completed.
     
S&P will resolve the CreditWatch listings on Huntsman and Hexion
once more information is available on the potential transaction,
the financing process, any further legal actions, and after
meeting with the management team to evaluate future strategic
plans, financial prospects, and financial policies.

                       
IL LUGANO: U.S. Trustee Reschedules Sec. 341(a) Meeting to Oct. 20
------------------------------------------------------------------
The meeting of creditors of IL Lugano, LLC was not held as
scheduled on Sept. 29, 2008.  The U.S. Trustee for Region 2 has
rescheduled the meeting of creditors  to Oct. 20, 2008, at 10:00
a.m. at the Office of the U.S Trustee.

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

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

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


IMAGEWARE SYSTEMS: Harvey and Helen Kohn Disclose 9.2% Stake
------------------------------------------------------------
Harvey R. Kohn and Helen Kohn disclosed in a Securities and
Exchange Commission filing that they may be deemed to beneficially
own 1,758,430 shares of ImageWare Systems Inc.'s common stock,
representing 9.2% of the 8,143,259 shares outstanding as of
Sept. 12, 2008.

Headquartered in San Diego, ImageWare Systems Inc. (AMEX: IW) --
http://www.iwsinc.com/-- is a developer and provider of identity   
management solutions, providing biometric, secure credential, law
enforcement and digital imaging technologies.  ImageWare's
identification products are used to manage and issue secure
credentials including national IDs, passports, driver licenses,
smart cards and access control credentials.  ImageWare's digital
booking products provide law enforcement with integrated mug shot,
fingerprint Livescan and investigative capabilities.  ImageWare
also maintains offices in Washington, D.C. and Canad

                     Going Concern Disclaimer

Stonefield Josephson Inc., in Los Angeles, expressed substantial
doubt about ImageWare Systems 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 auditng firm
pointed to the company's substantial net losses since inception
and substantial monetary liabilities as of Dec. 31, 2007.  


IMARX THERAPEUTICS: Divests Urokinase Biz to Microbix Biosystems
----------------------------------------------------------------
ImaRx Therapeutics, Inc. disclosed in a Securities and Exchange
Commission filing that on Sept. 24, 2008, it has divested its
urokinase business to Microbix Biosystems, Inc.

Through this transaction, Microbix has acquired the remaining
urokinase inventory and related assets and has assumed full
responsibility for ongoing commercial and regulatory activities
associated with the product.  Urokinase is an FDA-approved
thrombolytic, or clot-dissolving agent, indicated for the
treatment of acute massive pulmonary embolism. ImaRx acquired an
approximate four year inventory of the product from Abbott
Laboratories and has been selling the product since 2006.

Under terms of the agreement, Microbix acquired the urokinase
inventory, regulatory filings and related assets for an upfront
payment of $2 million and the assumption of $500,000 in chargeback
liabilities for commercial product currently in the distribution
channel.  An additional $2.5 million payment will be made to ImaRx
upon release by the FDA of the three lots of urokinase that are
currently subject to a May 2008 Approvable Letter.

"We are pleased to have completed this transaction with Microbix,"
Bradford A. Zakes, President and CEO of ImaRx, stated.  "Their in-
depth knowledge of this product and biologics manufacturing
expertise uniquely positions them to provide long-term support for
this medically important product in the marketplace."

ImaRx intends to utilize the proceeds from this transaction to
fund operations as it continues to evaluate strategic alternatives
pertaining to its SonoLysis program and other corporate assets.

                     About ImaRx Therapeutics

Based in Tucson, Ariz., ImaRx Therapeutics Inc. (Nasdaq: IMRX) --
http://www.imarx.com/-- is a biopharmaceutical company developing   
and commercializing therapies for vascular disorders.  The
company's research and development efforts are focused on
therapies for stroke and other vascular disorders using its
proprietary microbubble technology.  The company's
commercialization efforts are currently focused on its product,
urokinase, for the treatment of acute massive pulmonary embolism.

                   Going Concern Doubt

Ernst & Young LLP, in Phoenix, Ariz., expressed substantial doubt
about ImaRx Therapeutics 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
said that the company has recurring losses, which has resulted in
an accumulated deficit of $81.2 million at Dec. 31, 2007.  

Subsequent to the end of the quarter, the company paid
$5.2 million to satisfy all outstanding liabilities to Abbott
Laboratories, including the $10.8 million balance on the
$15.0 million non-recourse note.

ImaRx Therapeutics Inc. reported a net loss of $2.5 million for
the first quarter ended March 31, 2008, compared to a net loss of
$2.4 million for the same period last year.  This change was
primarily a result of increased selling, general and
administrative expenses offset partially by increased urokinase
sales.

Revenue for the first quarter ended March 31, 2008, rose to
$1.9 million from $1.2 million for the first quarter ended
March 31, 2007.  Increased sales of urokinase, which ImaRx began
commercializing in October 2006, drove the revenue increase for
the quarter.


INTEGRAL VISION: J. N. Hunter Discloses 30% Equity Stake
--------------------------------------------------------
J. N. Hunter and J. A. Hunter disclosed in a Securities and
Exchange Commission filing that they may be deemed to beneficially
own, as trustees of the Industrial Boxboard Corporation Profit
Sharing Plan and Trust, 8,408,448 shares of Integral Vision Inc.'s
common stock, representing 23.6% of the 29,566,409 shares issued
and outstanding as of June 30, 2008.

Included in the 8,408,448 shares are 2,343,272 shares owned
outright, 827,692 shares issuable upon the exercise of warrants,
and 5,237,484 shares issuable upon the conversion of convertible
notes held.

Messrs. J. N. Hunter and J. A. Hunter also disclosed that they may
be deemed to beneficially own, as general partners of the
Industrial Boxboard Company, 187,846 shares of Integral Vision's
common stock, representing 0.64% of the 29,566,409 shares issued
and outstanding.

J. N. Hunter further disclosed he may be deemed to beneficially
own, as the beneficiary of his personal IRA, 263,846 shares of
Integral Vision's common stock, representing 0.89% of the
29,566,409 shares issued and outstanding.

Based in Wixom, Michigan, Integral Vision Inc. (OTC BB: INVI)
-- http://www.iv-usa.com/-- develops, manufactures and markets   
flat panel display inspection systems to ensure product quality in
the display manufacturing process.

                       Going Concern Doubt

Rehmann Robson, P.C., in Troy, Michigan, expressed substantial
doubt about Integral Vision Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended Dec. 31, 2007.  The auditing firm reported that the
company is sustaining recurring losses from operations and is
having difficulties in achieving the necessary sales to attain
profitability.

Integral Vision Inc.'s balance sheet at June 30, 2008, showed
$908,000 in total assets and $5,651,000 in total liabilities,
resulting in a $4,743,000 total stockholders' deficit.

At June 30, 2008, the company's balance sheet also showed
strained liquidity with $668,000 in total current assets available
to pay $5,651,000 in total current liabilities.

The company reported a net loss of $649,000 on total revenues of
$470,000 for the second quarter ended June 30, 2008, compared with
a net loss of $866,000 on total revenues of $94,000 in the
corresponding period a year ago.


INTEGRAL VISION: John R. Kiely III Discloses 25.4% Equity Stake
---------------------------------------------------------------
John R. Kiely, III disclosed in a Securities and Exchange
Commission filing that they may be deemed to beneficially own
8,855,221 shares of Integral Vision Inc.'s common stock,
representing 25.39% of the 29,566,409 shares issued and
outstanding as of June 30, 2008.

Based in Wixom, Michigan, Integral Vision Inc. (OTC BB: INVI)
-- http://www.iv-usa.com/-- develops, manufactures and markets   
flat panel display inspection systems to ensure product quality in
the display manufacturing process.

                       Going Concern Doubt

Rehmann Robson, P.C., in Troy, Michigan, expressed substantial
doubt about Integral Vision Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended Dec. 31, 2007.  The auditing firm reported that the
company is sustaining recurring losses from operations and is
having difficulties in achieving the necessary sales to attain
profitability.

Integral Vision Inc.'s balance sheet at June 30, 2008, showed
$908,000 in total assets and $5,651,000 in total liabilities,
resulting in a $4,743,000 total stockholders' deficit.

At June 30, 2008, the company's balance sheet also showed
strained liquidity with $668,000 in total current assets available
to pay $5,651,000 in total current liabilities.

The company reported a net loss of $649,000 on total revenues of
$470,000 for the second quarter ended June 30, 2008, compared with
a net loss of $866,000 on total revenues of $94,000 in the
corresponding period a year ago.


INTEGRAL VISION: Charles Drake Discloses 14% Equity Stake
---------------------------------------------------------
Charles J. Drake disclosed in a Securities and Exchange Commission
filing that they may be deemed to beneficially own 4,445,803
shares of Integral Vision Inc.'s common stock, representing 14% of
the 29,566,409 shares issued and outstanding as of June 30, 2008.

Based in Wixom, Michigan, Integral Vision Inc. (OTC BB: INVI)
-- http://www.iv-usa.com/-- develops, manufactures and markets   
flat panel display inspection systems to ensure product quality in
the display manufacturing process.

                       Going Concern Doubt

Rehmann Robson, P.C., in Troy, Michigan, expressed substantial
doubt about Integral Vision Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended Dec. 31, 2007.  The auditing firm reported that the
company is sustaining recurring losses from operations and is
having difficulties in achieving the necessary sales to attain
profitability.

Integral Vision Inc.'s balance sheet at June 30, 2008, showed
$908,000 in total assets and $5,651,000 in total liabilities,
resulting in a $4,743,000 total stockholders' deficit.

At June 30, 2008, the company's balance sheet also showed
strained liquidity with $668,000 in total current assets available
to pay $5,651,000 in total current liabilities.

The company reported a net loss of $649,000 on total revenues of
$470,000 for the second quarter ended June 30, 2008, compared with
a net loss of $866,000 on total revenues of $94,000 in the
corresponding period a year ago.


INVESTMENT EQUITY: Court Okays Eric Slocum as Bankruptcy Counsel
----------------------------------------------------------------
Investment Equity Holdings LLC sought and obtained authority from
the U.S. Bankruptcy Court for the District of Arizona to employ
Eric Slocum Sparks, P.C., as its counsel.

The firm is expected to:

   a) give the Debtor legal advice and assistance as to its powers
      and duties as debtor-in-possession in the continued
      operation of its affairs;

   b) provide legal advice and assistance to the Debtor as is
      necessary to preserve and protect assets, to arrange for a
      continuation of the working capital and other financing, to
      prepare all necessary applications, answers, orders, reports
      and other legal documents, including the drafting of a plan
      of reorganization and disclosure statement and other related
      pleadings and documents;

   c) provide other legal services as may be necessary during the
      course of the bankruptcy proceedings.

The Debtor discloses that the firm's professionals bill:

            Professional              Hourly Rate
            ------------              -----------
            Eric Slocum Sparks           $275
            Associates                $150 - $200
            Law Clerk                  $50 - $125
            Paralegal                  $25 - $75

The firm has no connection with creditors or other parties-in-
interest which would create a disqualification or conflict of
interest.  Mr. Sparks declares that the firm is a "disinterested
person" as defined in the U.S. Bankruptcy Code.

Headquartered in Las Vegas, Nevada, Investment Equity Holdings LLC
operates a real estate business.  The company filed for Chapter 11
protection on Sept. 9, 2008 (Bankr. D. Ariz. Case No. 08-11956).  
When the Debtor filed for protection from its creditors, it listed
total assets of $13,000,000, and total debts of $9,561,514.


JARDEN CORP: S&P Holds 'B+' Rating and Revises Outlook to Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Rye, New
York-based Jarden Corp. to positive from stable.  At the same
time, S&P affirmed its ratings on the company, including the 'B+'
corporate credit rating.  As of June 30, 2008, the company
had about $2.8 billion of debt.
      
"The outlook revision reflects Jarden's positive operating
momentum despite a challenging economic and retail environment,
and favorable progress with the integration of the K2 Inc. and
Pure Fishing Inc. acquisitions," said Standard & Poor's credit
analyst Rick Joy.  Despite some commodity cost pressures, the
company's leverage has improved from more than 5x following the
debt-financed acquisition of K2 to about 4.7x at June 30, 2008,
primarily on EBITDA expansion.  S&P sees potential for further
improvement to the 4.2x area as the company applies free cash flow
toward debt reduction in the fourth quarter of 2008.  An upgrade
would be dependent upon continued improvement in credit metrics
while maintaining stable operating performance and strengthening
margins.

The ratings on Jarden reflect the company's diversified business
portfolio, increased scale following a series of acquisitions,
organic growth, and good market positions within numerous product
categories.  These factors are somewhat offset by the highly
competitive and challenging operating environment in the company's
Consumer Solutions segment, its acquisition orientation and
leveraged financial profile.
     
Jarden is a leading provider of diversified niche consumer
products, small appliances, household products, fishing and
outdoor products, and sports equipment.
     
Jarden has shown steady improvement in credit metrics in recent
quarters since pro forma debt leverage increased to more than 5x
following the acquisition of K2 in August 2007.  S&P could raise
the rating over the next 6 to 12 months if Jarden is able to
reduce and sustain leverage in the 4x to 4.5x area while
maintaining stable operating performance and strengthening
margins.  S&P estimates that even if sales growth slowed in the
second half of 2008, and full-year sales increased by 19%, EBITDA
margins remain near current levels and the company completes its
planned debt reduction in the fourth quarter, leverage would be
about 4.2x.  

Alternatively, S&P could revise the outlook to stable or negative,
in the event the company encounters significant operating issues
relating to the integration of K2, if financial performance falls
below S&P's expectations, or if credit protection measures
meaningfully weaken and leverage increased to more than 5x.


JOHN AWAH: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------
Debtor: John Acquaye Awah
        9033 Reserve Drive
        Willow Springs, IL 60480-1655

Bankruptcy Case No.: 08-26283

Type of Business: The Debtor offers health care services.

Chapter 11 Petition Date: September 30, 2008

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Jonathan P. Friedland, Esq.
                  jfriedland@lplegal.com
                  Levenfeld Pearlstein LLC
                  2 North LaSalle, Suite 1300
                  Chicago, IL 60602
                  Tel: (312) 476-7528
                  Fax: (3120 346-8434

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

             http://bankrupt.com/misc/ilnb08-26283.pdf


KIM SON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Kim Son Austin, Inc.
        11709 Dunblane Way
        Austin, TX 78754

Bankruptcy Case No.: 08-11865

Chapter 11 Petition Date: September 30, 2008

Court: Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Stephen W. Sather, Esq.
                  ssather@bnpclaw.com
                  Barron & Newburger, P.C.
                  1212 Guadalupe
                  Suite 104
                  Austin, TX 78701
                  Tel: (512) 476-9103 Ext. 220
                  Fax: (512) 476-9253

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

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

Kim Son Austin's chapter 11 petition with a list of 20 largest
unsecured creditors is available for free at:

               http://researcharchives.com/t/s?3341

                       
KORLE BU: Case Summary & Largest Unsecured Creditors
----------------------------------------------------
Debtor: Korle Bu Medical Group, Ltd.
        5517 S. Michigan Ave.
        Chicago, IL 60637-1012

Bankruptcy Case No.: 08-26276

Type of Business: The Debtor offers health care services.

Chapter 11 Petition Date: September 30, 2008

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Jonathan P. Friedland, Esq.
                  jfriedland@lplegal.com
                  Levenfeld Pearlstein LLC
                  2 North LaSalle, Suite 1300
                  Chicago, IL 60602
                  Tel: (312) 476-7528
                  Fax: (312) 346-8434

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

             http://bankrupt.com/misc/ilnb08-26276.pdf


LAS VEGAS SANDS: $475MM CEO Investment Cues S&P's Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its corporate credit
and issue-level ratings on the Las Vegas Sands Corp. family of
companies, including Las Vegas Sands LLC, its Venetian Casino
Resort LLC subsidiary, and affiliate VML U.S. Finance LLC, remain
on CreditWatch with negative implications.  (The corporate credit
rating is 'B+'.)  This follows the announcement that chairman and
CEO (and 69% owner as of Dec. 31, 2007) Sheldon Adelson and his
family have completed an investment in the company of $475 million
in convertible senior notes.
      
"Our recent downgrade and current CreditWatch listing reflect
concerns around LVSC's liquidity position, given current issues in
the capital markets, continued weak performance on the Las Vegas
Strip, and the potential for a significant slowdown of the growth
trajectory in Macau, all while the company seeks a significant
amount of capital to fund its development pipeline," said Standard
& Poor's credit analyst Ben Bubeck.  "The $475 million investment
addresses near-term liquidity concerns as they relate to
compliance with LVSC's U.S. credit facility, and is an important
demonstration of commitment to the company by Sheldon Adelson and
his family.  S&P also feels that this investment is an important
first step in addressing broader challenges facing the company."
     
S&P's ongoing review of the rating will consider several key
factors, which it have outlined previously.  These include
reaching a better understanding of the company's plans to finance
ongoing expansion efforts in Macau and gaining clarity around the
flexibility or intention to amend or postpone portions of the
project pipeline.


LE JARDIN: Section 341(a) Meeting Scheduled for October 16
----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of  Le
Jardin LLC's creditors on Oct. 16, 2008, at 12:00 p.m., at the
Hearing Room 362, in Atlanta.

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

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

                          About Le Jardin

Atlanta, Georgia-based Le Jardin, LLC, is a real estate
corporation.  The company and its affiliates filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. N.D.Ga. Case No. 08-77019).  
John A. Moore, Esq., at The Moore Law Group, LLC, represents the
Debtors in their restructuring efforts.  The Debtors listed assets
between $10 million and $50 million and liabilities between
$10 million and $50 million when they filed for bankruptcy.


LE JARDIN: Hearing on Bloomb Law's Employment Set on October 16
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
will hold a hearing on Le Jardin, LLC, and its debtor-affiliates'
request to employ The Bloomb Law Firm, LLP, as their special
litigation counsel on Oct. 16, 2008, at 10:00 a.m. in Courtroom
1402, Atlanta.

The Debtors told the Court that the Firm will prosecute certain
adversary actions for the benefit of the Debtors' estates.

The Firm will charge the Debtors these hourly rates:

     Simon H. Bloom                   $315
     Stephanie A. Everett             $250
     Frederick S. Sugarman            $295

Messrs. Bloom and Sugarman and Ms. Everett assured the Court of
their disinterestedness and that they do not hold or represent any
interest adverse to the estates with respect to the matters upon
which they are to be employed.

                          About Le Jardin

Atlanta, Georgia-based Le Jardin, LLC, is a real estate
corporation.  The company and its affiliates filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. N.D.Ga. Case No. 08-77019).  
John A. Moore, Esq., at The Moore Law Group, LLC, represents the
Debtors in their restructuring efforts.  The Debtors listed assets
between $10 million and $50 million and liabilities between $10
million and $50 million when they filed for bankruptcy.


LE JARDIN: Filing of Assets & Debts Schedules Extended to Oct. 10
-----------------------------------------------------------------
The Hon. Joyce Bihary of the U.S. Bankruptcy Court for the
Northern District of Georgia has extended the deadline for the
filing of Le Jardin, LLC, and its affiliates' Schedules of Assets
and Liabilities to Oct. 10, 2008.

Pursuant to Section 521 of the Bankruptcy Code and Rule 1007(c) of
the Federal Rules of Bankruptcy Procedure, the Debtors are
required to file the schedules of assets and liabilities,
including a schedule of current income and expenditures, a
schedule of executory contracts and unexpired leases, and a
statement of financial affairs, about 15 days from the Aug. 29,
2008  petition date.  The Debtors told the Court that they
wouldn't be able to prepare and file their Schedules by that
deadline and requested that they be given until the first court
day, or at least 75 days after the petition date, to file their
Schedules.  

According to the Debtors, a limited number of qualified staff
members are available to perform and oversee the necessary Chapter
11 reporting obligations.  It would take substantial time for them
to analyze and compile the information needed to complete the
Schedules.  Because of the Debtors' Chapter 11 filings, there are
numerous pressing demands upon the Debtors, in addition to the
preparation of their Schedules.  The Debtors and their respective
professionals need time to evaluate the information comprising the
Schedules once this information is compiled.  Identifying all of
the Debtors' respective assets, liabilities, and contractual
obligations involves reviewing a substantial amount of documents.  

The Debtors are currently in the process of assembling the
necessary information and anticipate that they would be able to
complete and file their Schedules within 75 days after the
petition date.  The Debtors assured the Court that if the
extension is granted, they could file complete and accurate
schedules, but still reserve the right to seek further extensions
if necessary.

                          About Le Jardin

Atlanta, Georgia-based Le Jardin, LLC, is a real estate
corporation.  The company and its affiliates filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. N.D.Ga. Case No. 08-77019).  
John A. Moore, Esq., at The Moore Law Group, LLC, represents the
Debtors in their restructuring efforts.  The Debtors listed assets
between $10 million and $50 million and liabilities between
$10 million and $50 million when they filed for bankruptcy.


LEVEL 3 COMMS: Files Prospectus for Sale of 23 Million Shares
--------------------------------------------------------------
Level 3 Communications Inc. filed on Sept. 23, 2008, with the
Securities and Exchange Commission a prospectus which relates to
potential offers and sales from time to time by Merrill Lynch
International of shares of the company's Common Stock.

The shares were or would be acquired in the secondary market by
Merrill Lynch, as selling stockholder, as a hedge to its
obligations under the bond hedge and warrant transactions
contemplated by the Confirmation of OTC Convertible Note Hedge and
the Confirmation of OTC Warrant, each dated December 2, 2004, that
Merrill Lynch had originally entered into with Level 3 in
connection with Level 3's issuance on November 17, 2004, of its
5.25% Convertible Senior Notes due 2011, or the 5.25% Convertible
Notes.  The 5.25% Convertible Notes are convertible into shares of
the company's Common Stock at any time.

The Bond Hedge and Warrant Transactions, which were designed to
enable Level 3 to limit dilution from the conversion of the 5.25%
Convertible Notes, are being unwound by the mutual agreement of
the parties.  Pursuant to that agreement, Merrill Lynch agreed to
pay to Level 3 an amount in cash generally based on the sale price
of the shares on the days on which Merrill Lynch sells the shares
to unwind the Bond Hedge and Warrant Transactions.

Merrill Lynch currently holds 23,000,000 shares of Common Stock as
a hedge to the Bond Hedge and Warrant Transactions, and may sell
pursuant to the prospectus, some or all of the shares from time to
time, as well as some or all of any additional shares that Merrill
Lynch may acquire in the secondary market from time to time as a
hedge to the Bond Hedge and Warrant Transactions.

On Sept. 23, Level 3 entered into a registration rights agreement
with Merrill Lynch.  Level 3 agreed to register sales of all of
the shares.  The company agreed to indemnify Merrill Lynch and
certain of its affiliates and others against certain liabilities,
including liabilities under the Securities Act of 1933, or to
contribute to payments those entities may be required to make in
respect of those liabilities.

None of the shares were or would be acquired from the company, and
the proposed offers and sales will not increase the number of
shares of Level 3's Common Stock outstanding.

A copy of Level 3's prospectus is available free of charge at
http://researcharchives.com/t/s?3326

                   About Level 3 Communications

Headquartered in Broomfield. Colorado, Level 3 Communications Inc.
(Nasdaq: LVLT) -- http://www.level3.com/-- is a provider of   
fiber-based communications services.  Level 3 offers a portfolio
of metro and long haul services over an end-to-end fiber network,
including transport, data, Internet, content delivery and voice.

                          *     *     *

Moody's Investor's Service assigned these ratings to Level 3
Communications Inc. in June 2006: 'Caa1' long-term corporate
family rating, 'Caa2' senior unsecured debt rating, 'Caa3'
subordinated debt rating, 'Caa1' probability of default rating and
gave a stable outlook.  The rating actions still hold to date.


LKQ CORP: S&P Assigns 'BB+' Rating on $15MM Sr. Credit Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned issuer and recovery
ratings to LKQ Corp.'s $15 million senior secured dual-currency
revolving credit facility due 2013.  The facility is rated 'BB+',
two notches above the 'BB-' corporate credit rating on LKQ, with a
'1' recovery rating, indicating expectations of very high recovery
in the event of a payment default.  This facility was previously
identified as a sub-limit of the company's $100 million senior
secured revolving credit agreement, when it is in fact a separate
facility, available to either LKQ Corp. or LKQ Delaware LLC, the
holding company for the company's Canadian investments.  
     
At the same time, S&P affirmed the issue ratings on LKQ's
$100 million senior secured revolving credit facility,
$610 million term loan, and C$40 million term loan at 'BB+' and
left the recovery ratings on each of the facilities unchanged at
'1'.

Ratings List

LKQ Corp.
Corporate credit rating         BB-/Stable/--

New Ratings

$15 mil. sr. secd. debt         BB+
  Recovery rating                1

Ratings Affirmed

$100 mil. sr. secured debt      BB+
  Recovery rating                1
$610 mil. term loan             BB+
  Recovery rating                1
C$40 mil. term loan             BB+
  Recovery rating                1


LOCAL TV: S&P Holds 'B' Credit Rating; Changes Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Ft. Wright, Kentucky-based Local TV LLC to stable from negative.  
All existing ratings on the company, including the 'B' corporate
credit rating, were affirmed.
     
"The outlook revision is based on the company's good financial
performance since its acquisition of nine TV stations from the New
York Times Broadcast Media Group in May 2007 and our expectation
that progress in reducing leverage will continue through the
remainder of 2008," said Standard & Poor's credit analyst Jeanne
Mathewson.
     
Pro forma for the acquisition, revenue and EBITDA in the first
half of 2008 were up 5% and 33%, respectively, over the prior
year.  The company brought down pro forma leverage to 9.3x as of
June 30, 2008, from 10.9x at year-end 2007, through EBITDA growth.
     
The 'B' rating reflects the company's high debt leverage, high
sensitivity to election cycles, and TV broadcasting's mature
revenue growth prospects.  These factors are only partially offset
by Local TV's good cash flow diversity among its major network
affiliated TV stations in midsize markets, competitive local news
positions in most of its markets, broadcasting's good margin and
discretionary cash flow potential, and largely resilient station
asset values.

Local TV operates nine TV stations in eight midsize markets ranked
from No. 42 (Norfolk, Virginia) to No. 102 (Fort Smith, Arkansas).  
The company's stations are affiliated primarily with CBS, ABC, and
NBC.  Some revenue concentration exists, with CBS-affiliated
stations accounting for 48% of 2007 revenues.  Sensitivity to
political ad spending is high, and the company's EBITDA can drop
by roughly 25% in nonelection years.  The station group's EBITDA
margin of 32.4% for the 12 months ended June 30, 2008 compares
favorably to its peers.

EBITDA coverage of interest was very low, at 1.3x for the 12
months ended June 30, 2008.  The company's $190 million senior
notes have a payment-in-kind toggle feature that allows the
company to accrue interest at a 75-basis-point premium rather than
paying in cash, at management's option.  S&P currently expects the
company to pay interest on these notes in cash, but a decision to
use the PIK feature could save the company about $17 million in
cash interest expense and provide some near-term flexibility.  S&P
expects EBITDA coverage of interest to be scant in 2009, a
nonelection year, given its expectations of an EBITDA decline.

Pro forma total debt to EBITDA is high, at 9.3x for the 12 months
ended June 30, 2008.  However, this is an improvement from 10.9x
at the end of 2007.  S&P expects debt to EBITDA to continue to
decline during the remainder of 2008 with the benefit of political
advertising.


LOEHMANN'S CAPITAL: Moody's Affirms PD Rating at 'Caa2'
-------------------------------------------------------
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%).

These 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 $25 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, 2009 and is subject to
annual renewals thereafter.  It can be terminated by either party
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.


LPATH INC: Names John Bender as Sr VP of Research and Development
-----------------------------------------------------------------
Lpath, Inc. disclosed in a Securities and Exchange Commission
filing that it appointed John Bender, Pharm.D., as senior vice
president of research and development on Sept. 22, 2008.  Mr.
Bender succeeds William Garland, Ph.D., who will continue to serve
in an advisory capacity during the transition.

"We are fortunate to have someone of John's caliber and experience
to lead development of our key product candidates," said Scott
Pancoast, chief executive officer of Lpath.   "John's leadership
and extensive clinical experience will greatly assist us as we
advance ASONEP, now in Phase 1, and iSONEP, which we expect to
enter Phase 1 later this year."

Most recently, Mr. Bender was senior vice-president of clinical
research at Favrille, Inc., where he was responsible for the
clinical development of an immunotherapeutic biologic agent for
the treatment of lymphoma.  Mr. Bender was previously a director
of clinical research for oncology at Pfizer (formerly Warner-
Lambert/Parke-Davis) where he held increasingly senior clinical-
research positions in oncology clinical development over a 20 year
span. Prior to Pfizer, Bender spent five years at the National
Cancer Institute.

Mr. Bender holds B.S. degrees in biology and pharmacy and earned
his doctorate of pharmacy from the University of Utah.  He has
served as an adjunct faculty member at the University of
Michigan's College of Pharmacy and is currently a member of the
Dean's Advisory Council at Skaggs School of Pharmacy and
Pharmaceutical Sciences, University of California, San Diego.

                        About Lpath Inc.

Headquartered in San Diego, California, Lpath Inc. (OTC BB: LPTN)
-- http://www.Lpath.com/-- is the category leader in bioactive-
lipid-targeted therapeutics, an emerging field of medical science
whereby bioactive signaling lipids are targeted for treating
important human diseases.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 22, 2008,
San Diego, Calif.-based LevitZacks expressed substantial doubt
about Lpath Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  

The auditing firm reported that the company has incurred
significant cash losses from operations since inception and
expects to continue to incur cash losses from operations in 2008
and beyond.

The Troubled Company Reporter reported on June 13, 2008, that
Lpath Inc. disclosed a net loss of $5,078,181 on revenue of
$13,126 for the first quarter ended March 31, 2008, compared with
a net loss of $2,722,598 on revenue of $196,981 in the same period
last year.  At March 31, 2008, the company's consolidated balance
sheet showed $6,550,375 in total assets, $3,699,472 in total
liabilities, and $2,850,903 in total stockholders' equity.

                       
MADILL EQUIPMENT: Ritchie to Auction Unused Logging Equipment
-------------------------------------------------------------
Ritchie Bros. will hold an auction on Oct. 9, 2008, at 8:00 a.m.,
to sell almost 700 items, including Madill Equipment Canada's
unused and late model logging equipment comprised of feller
bunchers, log trailers, processors, forwarders, logloaders,
skidders, yarders, excavator and pickups.

The auction will take place at 1434 Old Cariboo Hwy, Prince
George, British Columbia.  Ricthie Bros. said that the equipment
can also be inspected and tested at the auction site.  The site is
open 8:00 a.m. to 5:00 p.m. daily.  The site opens at 7:00 a.m. on
auction day.

According to Ritchie Bros.'s website, an administrative fee of 10%
will be charged on all items selling for $2,500 or less.  No items
may be removed until purchases are paid in full, the company
points out.  During the auction at Ricthie Bros.'s site in Prince,
George, there will be no minimum bids or reserve prices.

"I've never seen such an exceptional lineup of forestry equipment
in one place at one time -- and by the end of day on October 9th,
everything will be sold to new owners," said George Willows,
Ritchie Bros. Regional Manager.  "Our upcoming auction is a great
opportunity for people in the logging, construction and
transportation industries to buy the equipment they need at the
price they are willing to pay," Mr. Willows continued.

"As with every Ritchie Bros. auction, there will be no minimum
bids and no reserve prices on any item being sold -- even the
unused and late model gear.  If you can't make it to the auction
site to bid in person, you can register to bid in real-time over
the internet," Mr. Willows added.

The auction features complete dispersals for R Saunders
Contracting Ltd. and Shallow Bay Contracting Ltd., as well as
equipment from more than 140 other consignors.  Vancouver Island-
based Madill Equipment filed for bankruptcy protection in early
2008.

                      About Madill Equipment

Headquartered in Nanaimo, British Columbia, Madill Equipment
Canada -- http://www.madillequipment.com/-- manufactures,  
distributes and supplies forestry equipment products primarily for
the forestry and logging industry on the west coast of North
America.  Its product lines include log loaders, mechanical
harvesting equipment and yarders for a variety of forestry
applications.  It also sells new and used equipment and products
through a network of leased facilities, each one offering a range
of services, including new and used equipment sales, equipment
rentals, and sales of parts and equipment servicing.  Outside of
the west coast of North America, it sells products through
dealers, and even has a distribution arrangement for the Russian
Federation.

RSM Richter, Inc., was appointed as receiver and was duly
authorized as the foreign representative for the Debtors on April
1, 2008.  Ragan L. Powers, Esq., at Davis Wright Tremaine, LLP,
represents RSM Richter as counsel.

The company and seven of its affiliates filed for Chapter 15
protection on April 1, 2008 (Bankr. W.D. Wash. Lead Case No.
08-41426).  When the Debtors filed for protection from their
creditors, they listed assets of between $10 million and $50
million, and debts of between $100 million and $500 million.


MAGNITUDE INFO: Kiwibox Founder Tumanov to Remain as Consultant
---------------------------------------------------------------
Magnitude Information Systems Inc. disclosed in a Securities and
Exchange Commission filing that Ivan Tumanov, one of the three
founders of Kiwibox Media, Inc., the business subsidiary of the
company, resigned as a full time employee to pursue other business
opportunities.

As part of the settlement between Magnitude Information and Mr.
Tumanov, his employment agreement was terminated and he was
retained as an independent consultant to the company for a six
month period.

As a consultant, Mr. Tumanov will advise management on technology
issues and receive a monthly payment of $12,500.  In connection
with Mr. Tumanov's resignation, Magnitude Information arranged for
the sale of his shares and his stock options were canceled.

                       Going Concern Doubt

Rosenberg Rich Baker Berman & Company, in Bridgewater, N.J.,
expressed substantial doubt about Magnitude Information Systems
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
significant operating losses and significant working capital
deficiency.

                   About Magnitude Information

Headquartered in  Branchburg, New Jersey, Magnitude Information
Systems Inc. (OTC BB: MAGY.OB) -- http://www.magnitude.com/--
was prior to its change in its strategic business plan in 2007,
engaged in marketing of the company's integrated suite of
proprietary ergonomic software modules.  Following the company's
acquisition of Kiwibox Media Inc. on Aug. 16, 2007, the company
derives its revenues from advertising on the KiwiBox website.

Founded in 1999, Kiwibox.com is the first social networking
destination and online magazine where teens produce, discover, and
share content.

Magnitude Information Systems's consolidated balance sheet at
June 30, 2008, showed $3,711,218 in total assets and $4,238,690 in
total liabilities, resulting in a $527,472 in total stockholders'
deficit.  At June 30, 2008, the company's consolidated balance
sheet also showed strained liquidity with $473,860 in total
current assets available to pay $4,238,690 in total current
liabilities.

The company reported a net profit of $1,102,684 on total revenues
of $4,300 for the second quarter ended June 30, 2008, compared
with a net loss of $624,398 on total revenues of $933 in the
same period in 2007.


MAGNOLIA FINANCE: Moody's Chips Ratings on 13 Classes of Notes
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 13 classes
of Notes issued by Magnolia Finance II plc and left on review for
possible downgrade 7 of these classes of Notes as:

Class Description: $50,000,000 Series 2006-6A1 ABS Portfolio
Variable Rate Notes due December 2038

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Prior Rating Date: 4/9/2008
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: EUR7,500,000 Series 2006-6A2E ABS Portfolio
Variable Rate Notes due December 2038

  -- Prior Rating: Aaa
  -- Prior Rating Date: 11/21/2007
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: GBP6,000,000 Series 2006-6A2G ABS Portfolio
Variable Rate Notes due December 2038

  -- Prior Rating: Aaa
  -- Prior Rating Date: 11/21/2007
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: Series 2006-6B $49,000,000 ABS Portfolio
Variable Rate Notes due December 2038

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Prior Rating Date: 4/24/2008
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: Series 2006-6C $52,000,000 ABS Portfolio
Variable Rate Notes due December 2038

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Prior Rating Date: 4/24/2008
  -- Current Rating: B2, on review for possible downgrade

Class Description: Series 2006-6D $6,000,000 ABS Portfolio
Variable Rate Notes due December 2038

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Prior Rating Date: 4/24/2008
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: Series 2006-6E $14,500,000 ABS Portfolio
Variable Rate Notes due December 2038

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Prior Rating Date: 4/24/2008
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: Series 2006-6FU $15,000,000 ABS Portfolio
Variable Rate Notes due December 2038

  -- Prior Rating: A2, on review for possible downgrade
  -- Prior Rating Date: 4/9/2008
  -- Current Rating: Ca

Class Description: Series 2006-6FE EUR5,000,000 ABS Portfolio
Variable Rate Notes due December 2038

  -- Prior Rating: A2, on review for possible downgrade
  -- Prior Rating Date: 4/9/2008
  -- Current Rating: Ca

Class Description: Series 2006-6GU $2,000,000 ABS Portfolio
Variable Rate Notes due December 2038

  -- Prior Rating: A3, on review for possible downgrade
  -- Prior Rating Date: 4/9/2008
  -- Current Rating: Ca

Class Description: Series 2006-6GE EUR1,500,000 ABS Portfolio
Variable Rate Notes due December 2038

  -- Prior Rating: A3, on review for possible downgrade
  -- Prior Rating Date: 4/9/2008
  -- Current Rating: Ca

Class Description: Series 2006-GE2 EUR8,000,000 ABS Portfolio
Variable Rate Notes due December 2038

  -- Prior Rating: A3, on review for possible downgrade
  -- Prior Rating Date: 4/9/2008
  -- Current Rating: Ca

Class Description: Series 2006-6GG GBP 1,500,000 ABS Portfolio
Variable Rate Notes due December 2038

  -- Prior Rating: A3, on review for possible downgrade
  -- Prior Rating Date: 4/9/2008
  -- Current Rating: Ca

According to Moody's, these rating actions are as a result of the
deterioration in the credit quality of the transaction's
underlying collateral pool consisting primarily of structured
finance securities.


MASSACHUSETTS HEALTH: S&P Lifts 1996C Revenue Bonds Rating to 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on
Massachusetts Health & Educational Facilities Authority's series
2004A and 2004B revenue bonds, issued for Northern Berkshire
Healthcare Inc. (the parent organization), and the authority's
series 1996C revenue bonds, issued for North Adams Regional
Hospital, one notch to 'BB' from 'BB-'.  The outlook is stable.

The rating reflects the significant financial improvement at North
Adams Regional Hospital, which accounts for 72% of the system's
overall patient revenues through fiscal 2007 and the majority of
the system's profit, given its two long-term care facilities are
dilutive to system earnings; a strengthened liquidity position
with a days' cash on hand of 79 through the first 10 months of
interim fiscal 2008; and improved usage, including the aggregate
of inpatient admissions and observation visits, as well as some
outpatient services and diagnostic tests.
     
Other factors precluding a higher rating include Northern
Berkshire Healthcare's long history of operating and excess
losses, a highly leveraged financial position, and little to no
capacity for additional debt; the dilutive nature of the system's
two long-term care facilities, Sweet Brook and Sweetwood, which
are part of Northern Berkshire Community Services Inc.; and the
need for a permanent chief financial officer, though interim
replacements over the past few years have been working
effectively.

The stable outlook reflects the system's significant progress in
turning operations toward a path of profitability, specifically at
North Adams Regional Hospital.  System liquidity has also grown
through fiscal 2007 and the interim period.
     
"To achieve further rating improvement, management must continue
to realize or exceed budgeted expectations year over year in both
its acute and nonacute areas of business," said Standard & Poor's
credit analyst Jennifer Soule.  "If the system falls short of
budgeted expectations, incurs additional debt, and/or depletes its
liquid reserves in any way, however, we might lower the rating."
     
Northern Berkshire Healthcare Inc.'s obligated group includes
North Adams Regional Hospital, Northern Berkshire Community
Services Inc., Visiting Nurses Association and Hospice of Northern
Berkshire, REACH Community Health Foundation Inc., and Northern
Berkshire Realty Inc.
     
A gross revenue pledge of the obligated group and the mortgages on
North Adams Regional Hospital's and Northern Berkshire Community
Services Inc.'s facilities secure Northern Berkshire Healthcare
Inc.'s debt.
     
The rating action affects roughly $30 million of debt outstanding.


MECHANICAL TECHNOLOGY: Enters Warrant Agreements with MTI Unit
--------------------------------------------------------------
Mechanical Technology Inc. disclosed in a Securities and Exchange
Commission filing that MTI MicroFuel Cells Inc., a majority owned
subsidiary, has entered into a Convertible Note and Warrant
Purchase Agreement, Security Agreement and Warrant Agreements with
the Company and other accredited investors, including Dr. Walter
L. Robb, a member of the Company's Board of Directors.

The Bridge Notes allow MTI Micro to borrow up to an aggregate of
$2,200,000, including conversion of outstanding debt totaling
$700,000 owed to the Company.  Under this agreement, MTI Micro has
closed on $1,500,000 of funding from the other investors.

The Company does not currently expect to advance future resources
to fund MTI Micro operations.  Instead, MTI Micro will seek
external equity or debt investments to finance its operations.
Based on current projections, the Company's remaining operations,
including MTI Instruments, Inc. and the parent company, are
expected to have adequate resources and cash flows from operations
to operate for the foreseeable future.

The Bridge Notes have an interest rate of 10%, compounded
annually, and mature on March 31, 2009.  If MTI Micro's next
equity financing -- raises at least $3.5 million, including
conversion of the Bridge Notes, and occurs before the Maturity
Date -- the outstanding principal and, at MTI Micro's option,
accrued interest will be automatically converted into equity
securities, which are expected to be Series A Preferred Stock,
issued in the Next Equity Financing at the price per share paid by
investors in the Next Equity Financing.

If the Next Equity Financing does not occur on or before the
Maturity Date, all principal and accrued interest outstanding
under the Bridge Notes will be converted to equity securities of
MTI Micro, based upon a valuation of MTI Micro to be agreed by MTI
Micro and the holders of a majority in interest of the Bridge
Notes within 30 days following the Maturity Date, which valuation
and terms will be negotiated in good faith by the parties.  If MTI
Micro and holders of a majority in interest of the Bridge Notes
cannot agree upon the valuation and terms of a Negotiated
Conversion, and do not consummate the Negotiated Conversion within
30 days following the Maturity Date, then all principal and
accrued interest outstanding under the Bridge Notes will be due
and payable upon demand by the holders at any time thereafter.

In the event of a change of control of MTI Micro prior to the
consummation of the Next Equity Financing, a negotiated
conversion, or the repayment in full of all principal and accrued
interest under the Bridge Notes, then all unpaid principal and
accrued interest will become immediately due and payable in the
amount equal to 125% of the principal amount of the Bridge Notes
and 100% of the accrued interest then outstanding within 30 days
following the consummation of a change in control.

The Investors will also receive Warrants to purchase securities
issued in the Next Equity Financing or issued in a Negotiated
Conversion, as applicable, having an aggregate exercise price
equal to 10% of the principal amount of the outstanding Bridge
Notes.  The per share exercise price of the Warrants will be the
per share price at which securities are sold or issued in the Next
Equity Financing or Negotiated Conversion, as applicable.

The Warrants will be net-exercisable and will expire on the
earlier of:

  (i) the fifth anniversary of the Warrant issue date;

(ii) immediately prior to a change in control;

(iii) 30 days following the Maturity Date if no Negotiated
      Conversion is consummated; or

(iv) immediately prior to an initial public offering of MTI
      Micro.

The Bridge Notes are secured by all of MTI Micro's assets --
including intellectual property -- have a first priority security
interest in all of MTI Micro's assets, including intellectual
property, and are senior to all other debts and obligations of MTI
Micro in accordance with the provisions of a Security Agreement
among MTI Micro and the Investors.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 4, 2008,
PricewaterhouseCoopers LLP, in Buffalo, New York, expressed  
substantial doubt about Mechanical Technology 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.  PwC pointed to the company's recurring losses
from operations and net capital deficiency.

The company incurred significant losses as it continued to fund
the direct methanol fuel cell product development and
commercialization programs of its majority owned subsidiary, MTI
MicroFuel Cells Inc., and had an accumulated deficit of
$108,253,000 at March 31, 2008.

                  About Mechanical Technology

Headquartered in Albany, New York, Mechanical Technology Inc.
(Nasdaq: MKTY) -- http://www.mechtech.com/-- is primarily engaged   
in the development and commercialization of Mobion(R) off-the-grid
portable power solutions through its subsidiary MTI MicroFuel
Cells Inc.  MTI Micro has a team of entrepreneurial business
executives, researchers and scientists; a proprietary direct
methanol micro fuel cell power system and a number of system
prototypes demonstrating size reductions and performance
improvements; and related intellectual property.

MTI Micro has received government funding and developed strategic
partnerships to facilitate efforts to achieve commercialization.  
MTI is also engaged in the design, manufacture, and sale of test
and measurement instruments and systems through its subsidiary MTI
Instruments Inc.


MEDICOR LTD: Wants Until December 5 to File Chapter 11 Plan
------------------------------------------------------------
MediCor Ltd. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware to further extend
their exclusive periods to:

   a) file a Chapter 11 plan until Dec. 5, 2008, and

   b) solicit acceptances of that plan until Feb. 3, 2008.

A hearing is set for Oct. 28, 2008, at 4:00 p.m., to consider
approval of the motion.  Objections, if any, are due Oct. 21,
2008, at 2:00 p.m.

According to the motion, the Debtors, lenders and receiver Larry
Bertch have reached a settlement in principle, under which all of
the receiver's claims will be resolved and the two adversary
proceedings and appeal filed by the receiver will be withdrawn.  
The settlement is subject to approval of the state and federal
courts in Nevada due to its nature of claims, among other things.

The agreement contemplates the settlement of all claims against
the Debtors arising from the alleged misdirection of funds by
former chairman and director of MediCor Donald McGhan, including
the receiver and entities who:

  a) were customers of SouthWest Exchange Inc. and Qualified
     Exchange Services;

  b) directly or indirectly transferred any assets to or deposited
      any assets with SWX or QES; or

  c) directly or indirectly suffered any loss arising out of, in
     connection with, or in any way related to the failure of SWX
     or QES to make payments or transfers of assets to their
     customers.

Mr. Bertch was appointed to serve as the receiver of several
companies owned by Mr. McGhan, including SWX and QES.  The
companies were placed in receivership because they are alleged to
have been involved in a purported diversion of as much as
$80 million by Mr. McGan from companies under his control.

The extension will enable the Debtors to obtain approval of the
settlement from the Nevada state and federal courts, and finalize
the terms of a consensual Chapter 11 plan.

The Debtors' exclusive periods to file a plane expired on Sept.
30, 2008.

                        About MediCor

Based in North Las Vegas, Nevada, MediCor Ltd. --
http://www.medicorltd.com/-- manufactures and markets
products primarily for aesthetic, plastic and reconstructive
surgery and dermatology markets.  The company and seven of its
affiliates filed for chapter 11 protection on June 29, 2007
(Bankr. D. Del. Case No. 07-10877) to effectuate the orderly
marketing and sale of their business.  Kenneth A. Rosen, Esq.,
Jeffrey D. Prol, Esq., and Jeffrey A. Kramer, Esq., at Lowenstein
Sandler PC represent the Debtors in their restructuring efforts.
Dennis A. Meloro, Esq., and Victoria Watson Counihan, Esq., at
Greenberg Traurig, LLP, act as the Debtors' Delaware counsel.
The Debtors engaged Alvarez & Marsal North America, LLC as their
restructuring advisor.  David W. Carickhoff, Jr., Esq., and Jason
W. Staib, Esq., at Blank Rome LLP serve as the Official Committee
of Unsecured Creditor's counsel.  In its schedules of assets and
debts filed with the Court, Medicor disclosed total assets of
$96,553,019, and total debts of $158,137,507.


MIDORI CDO: Moody's Trims $6.5MM Class A-X Notes Rating to 'B1'
---------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade, the rating on these class of notes issued by
Midori CDO, Ltd.:

Class Description: $6,500,000 Class A-X Secured Notes Due 2047

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade
  -- Prior Rating Action Date: May 9, 2008

In addition, Moody's also downgraded the ratings on these 4
classes of notes:

Class Description: $122,500,000 Class A-1 Secured Funded Notes Due
2047

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: May 9, 2008

Class Description: $202,500,000 Class A-1 Secured Unfunded Notes
Due 2047

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: May 9, 2008

Class Description: $81,500,000 Class A-2 Secured Floating Rate
Notes Due 2047

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: May 9, 2008

Class Description: $28,000,000 Class B Secured Floating Rate Notes
Due 2047

  -- Prior Rating: Ca
  -- Current Rating: C
  -- Prior Rating Action Date: May 9, 2008

According to Moody's, these rating actions are as a result of the
increased deterioration in the credit quality of the transaction's
underlying collateral pool consisting primarily of structured
finance securities.


MIRABILIS VENTURES: Court Sets Stay & Dismissal Hearing on Oct. 17
------------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Bankruptcy
Court for the Middle District of Florida scheduled a hearing on
Oct. 17, 2008, to consider bids to dismiss the Chapter 11 cases of
Mirabilis Ventures, Inc., and its debtor-affiliates.

The U.S. government will argue previously filed motions asking the
Court either to dismiss the case entirely or stop the bankruptcy
completely until the Assistant U.S. Attorney Randy Gold completes
a forfeiture action that would take away all the company's
property, according to the report.

On that same date, the Debtors will argue in support of its motion
for an extension of the exclusive right to file a Chapter 11 plan,
according to the report.  The Debtors say they will file a plan if
the Court denies the government's motion to halt the case,
according to the report.

                     About Mirabilis Ventures

Orlando, Florida-based Mirabilis Ventures Inc., together with two
of its affiliates, filed for Chapter 11 protection on May 27, 2008
(Bankr. M.D. Fla. Lead Case No. 08-04327).  Elizabeth A. Green,
Esq., at Latham Shuker Eden & Beaudine LLP, represents the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts of $50 million to $100 million.


MORGAN STANLEY: S&P Affirms Low-B Ratings on Six Cert. Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 22
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Trust 2005-TOP 19.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the Sept. 12, 2008, remittance report, the collateral pool
consisted of 156 loans with an aggregate balance of
$1.192 billion, compared with the same number of loans with a
balance of $1.228 billion at issuance.  The master servicer, Wells
Fargo Bank N.A., reported financial information for 100% of the
pool, 97.6% of which was full-year 2007 data.  Standard & Poor's
calculated a weighted average debt service coverage of 1.98x for
the pool, up from 1.85x at issuance.  There are no delinquent
loans in the pool, and none of the loans are with the special
servicer.  The trust has not experienced any losses to date.
     
The top 10 loans have an aggregate outstanding balance of
$321.1 million (26.9%) and a weighted average DSC of 1.86x, up
slightly from 1.83x at issuance.  Wells Fargo provided property
inspections for the top 10 loan exposures and reported all of the
properties to be in "good" condition.
     
The credit characteristics of 13 of the loans were consistent with
those of investment-grade obligations at issuance.  Of these, one
loan has since been defeased (Brooks Bros. Building, 2.4% of the
pool), and the following nine loans maintain investment-grade
credit characteristics: Port Covington Shopping Center, Oak Tree
Village Apartments, Chantilly Crossing, The Hotel Metro, JL
Holdings Portfolio, Georgetown Suites & Harbour Hotel, Woodfield
Plaza, Academy Portfolio, and Centerpoint Mall.

The credit characteristics of three loans no longer exhibit
investment grade-characteristics.  Details of these loans are:  

     -- The Lansing Square/Eastgate Shopping Center loan has a
        balance of $14.735 million and is secured by two cross-
        collateralized and cross-defaulted properties--Lansing
        Square, a 233,508-sq.-ft. anchored retail shopping center,
        and Eastgate Shopping Center, a 132,145-sq.-ft. anchored
        retail center--both of which are located within the
        Chicago Metropolitan Statistical Area.  Because of a
        decline in occupancy at the Lansing Square property, the
        loan appears on the master servicer's watchlist.  The
        reported combined occupancy and DSC for the Lansing
        Square/Eastgate Shopping center loan declined to 77.9% and
        2.72x as of the year-end 2007, respectively, from 95.1%
        and 2.92x at issuance.  Standard & Poor's adjusted value
        for this loan is down 24.5% from its level at issuance.

     -- The Schaumburg Promenade I & II loan has a balance of
        $11.64 million and is secured by a 91,831-sq.-ft. anchored
        retail center in Schaumburg, Illinois.  The property is
        currently 58.5% occupied, down from 100% at issuance.  
        This decline in occupancy is due to the vacancy of the
        space previously occupied by Linens 'N' Things (38,100
        sq. ft., or 41.5% of the net rentable area), the
        property's second anchor.  This space is being actively
        marketed by the borrower.  The reported DSC for this loan
        was 2.79x as of year-end 2007.  Standard & Poor's notes
        that this reported DSC included Linens 'N' Things' rent.  
        The loan appears on the master servicer's watchlist due to
        low occupancy.  Standard & Poor's adjusted value for this
        loan is down 17.2% from its level at issuance.

     -- The Valley View Apartments loan has a trust and whole-loan
        balance of $10.4 million and is secured by a 654-unit
        multifamily complex built between 1968 and 1972 in Albany,
        N.Y.  The property was 97.0% occupied as of year-end 2007.  
        Standard & Poor's adjusted value for this loan is down
        26.9% from its level at issuance due primarily to
        operating expenses that were higher than S&P anticipated
        at issuance.   

Wells Fargo reported a watchlist of nine loans ($79.5 million,
6.7%).  The largest loan on the watchlist is the 7300 Linder
Avenue loan ($18.9 million, 1.6%).  This loan is secured by a
486,884-sq.-ft. industrial warehouse facility in Skokie, Illinois,
which is within the Chicago MSA.  The loan appears on the
watchlist because the DSC was 1.16x as of March 31, 2008, which is
less than 75% of the underwritten DSC amount of 1.70x; S&P
attributes this to higher-than expected operating expenses.
     
There are five loans ($19.4 million, 1.6%) in the pool that have a
reported DSC of less than 1.0x.  These loans are secured by a
variety of property types, with an average balance of $3.9 million
and experienced an average decline in DSC of 48.7% since issuance.  
However, S&P only considers one of these five loans, Rochester
Townhouse Apartments (0.1%), to be a credit concern at this time;
the remaining loans feature improving property occupancy, in-place
reserves, or relatively low leverage.

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 affirmed ratings.

                         Ratings Affirmed
   
            Morgan Stanley Capital I Trust 2005-TOP 19
          Commercial mortgage pass-through certificates

          Class     Rating            Credit enhancement
          -----     ------            ------------------
          A-1       AAA                     17.52%
          A-2       AAA                     17.52%
          A-3       AAA                     17.52%
          A-AB      AAA                     17.52%
          A-4A      AAA                     27.46%
          A-4B      AAA                     17.52%
          A-J       AAA                     10.18%
          B         AA                       8.25%
          C         AA-                      7.22%
          D         A                        5.93%
          E         A-                       4.90%
          F         BBB+                     4.12%
          G         BBB                      3.35%
          H         BBB-                     2.45%
          J         BB+                      2.19%
          K         BB                       1.93%
          L         BB-                      1.42%
          M         B+                       1.29%
          N         B                        1.03%
          O         B-                       0.77%
          X-1       AAA                       N/A
          X-2       AAA                       N/A


                     N/A -- Not applicable.


MORTGAGES LTD: Creditors Oppose Extension of Exclusive Periods
--------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that Mortgages Ltd. and
its Official Committee of Unsecured Creditors ended up in a
standoff in a hearing before the U.S. Bankruptcy Court for the
District of Arizona on Sept. 29, 2008, over whether the self-
characterized "private lender" is entitled to an extension of the
exclusive right to file a Chapter 11 plan.

The Committee, joined investor Radical Bunny LLC, opposed longer
exclusivity and told the Court they are prepared to file their own
reorganization plan by Nov. 1, according to the report.  They say
they will oppose the Debtor's plan and shouldn't be held back from
filing their own given how their affirmative votes would be
required for a plan to be confirmed, according to the report.

Although they say they will file more papers later on, the
Committee and Radical Bunny oppose settlements with borrowers that
the Debtor proposed on Sept. 26, according to the report.  The
settlements entail reduction in the amount of the loans or other
concessions to the borrowers, according to the report.

The Court didn't rule on longer exclusivity, according to the
report.  It set the dispute down for another hearing on Oct. 21
when it will take testimony from live witnesses, according to the
report.

The Debtor wanted an extension of exclusivity to Dec. 19,
according to the report.

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.


MRS FIELDS: Court Confirms Prepackaged Bankruptcy Plan
------------------------------------------------------
Mrs. Fields' Original Cookies, Inc. said it has successfully
satisfied the restructuring conditions set forth in its Plan of
Reorganization and that the Plan has been confirmed by the United
States Bankruptcy Court for the District of Delaware.

In conjunction with the Plan, Mrs. Fields has:
   
   -- acquired a 3-year, $10 million senior term credit facility
from a select group of its note holders that will be used, in
conjunction with cash flows from normal operations, to support the
Company's go-forward operations and working capital needs; and

   -- improved the Company's balance sheet by exchanging
bondholder debt for cash, new bonds and a controlling equity stake
in the reorganized company.

"This is a remarkable day for everyone associated with Mrs.
Fields," commented Michael Ward, Interim Co-Chief Executive
Officer. "We are very pleased to have a confirmed Plan of
Reorganization only 40 days after filing our prepackaged
bankruptcy petitions, and see this as a testament to the hard work
of our outstanding employees, franchisees and vendors, and to the
dedication of our loyal customers."

Through the bankruptcy process, Mrs. Fields was effectively able
to address both long and short-term financial challenges and
create a solid foundation for the future success of its brands.
The Company now has a stronger balance sheet and the cash to fund
both operations and growth within each of its business units:
franchising, gifting, branded retail, and licensing.

Blackstone Advisory Services L.P. acted as the financial advisor
to Mrs. Fields.

On Monday, the Debtors filed with the Court a memorandum in
support of confirmation of the Prepackaged Plan.  According to the
Debtors, the memorandum, together with evidence to be adduced at
the Confirmation Hearing, would establish that the Plan meets the
requirements for confirmation under section 1129 of the Bankruptcy
Code.

As reported by the Troubled Company Reporter on October 1, 2008,
the United States Government, on behalf of the Internal Revenue
Service, and The TCYB Franchisee Association objected to the Plan.  
The IRS said the Plan failed to preserve its setoff and recoupment
rights.  The Association said the Plan 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.

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.


                          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.  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.


NEW JERSEY HEALTH: S&P Puts 'D' Rating on $78MM 2003 & 1998 Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D' from
'CC' on New Jersey Health Care Facilities Financing Authority's
approximately $78 million series 2003 and 1998 bonds, issued for
Pascack Valley Hospital.  The outlook is not meaningful.
     
The downgrade reflects a payment default to bondholders on July 1,
2008.  Pascack Valley failed to make the full principal and
interest payment to the trustee for the July 1, 2008 payment.
     
Pascack Valley ceased operations as an acute-care hospital and
filed for bankruptcy in 2007.  It sold its main hospital campus in
April 2008.  An initial distribution to bondholders of
$51.5 million from the liquidation of assets was made Sept. 30,
2008.


NEW YORK SUN: Closes After Fund Raising Effort Failed
-----------------------------------------------------
Sarah Rabil of Bloomberg News reports that The New York Sun
published its final edition on Sept. 30, after failing to raise  
needed capital.

The newspaper has been losing money in the last several years.  It
attempted to raise money, but bad market conditions derailed the
effort.  According to the report, top editor Seth Lipsky said in
an interview this month he needed money to cover a "medium-term
business plan."  He wouldn't disclose the size of the Sun's losses
or identify potential investors, the report said.  But according
to the report, the size of the needed capital was in the "tens of
millions" of dollars.

"The company does not intend to file for bankruptcy but to close
out its affairs in an orderly way," Mr. Lipsky, said in an
interview, according to The Wall Street Journal.  He had
previously said advertising revenue was growing, but the paper was
under financial strain because of rising costs for newsprint and
other expenses, according to the report.

Mr. Lipsky said the newspaper's investors had offered millions of
dollars if management could find partners, but they weren't able
to.  Bruce Kovner, chairman of the hedge fund Caxton Associates,
LLC, and Michael Steinhardt, chairman of Steinhardt Management
Co., were among 12 investors, who put more than $15 million in the
newspaper.  Former Hollinger Inc. Chief Executive Officer Conrad
Black was also one of the founding investors.  Mr. Lipsky had said
that Hollinger sold its interest before Mr. Black was convicted of
fraud last year.

The New York Sun -- http://www.nysun.com/-- started in 2002 and  
competed against the Times and the Wall Street Journal.  


NEXCEN BRANDS: Expects $12 Million Revenues for 2nd Quarter 2008
----------------------------------------------------------------
NexCen Brands, Inc. disclosed in a Securities and Exchange
Commission filing that on Sept. 23, 2008, it presented its
preliminary unaudited financial results for the second quarter
ended June 30, 2008.

NexCen expects to report revenues from continuing operations of
its franchise business of approximately $12.0 million in the
second quarter of 2008 compared with $4.7 million in the second
quarter of 2007.  Second quarter of 2008 results reflect the
acquisitions completed in 2007 and the acquisitions of Shoebox New
York and Great American Cookies completed in January 2008.

The preliminary second quarter of 2008 results from continuing
operations include:

   -- Royalty and other revenue of approximately $6.8 million
      versus $3.5 million in the second quarter of last year;

   -- Manufacturing (cookie-dough) revenue of approximately
      $4.8 million from Great American Cookies, which was acquired
      at the end of January 2008;

   -- Franchisee fee revenue of approximately $0.4 million versus
      $1.2 million in the second quarter of last year.

   -- the Company continued to expand internationally, entering
      into letters of intent with new or existing franchisees to
      open a minimum of 40 Great American Cookie units in Canada,
      a minimum of three The Athlete's Foot units in Botswana, and
      a minimum of two Shoebox New York units in Vietnam; and

   -- Total franchised locations at the end of the second quarter
      were 1,895 stores versus 1,174 stores at the end of the    
      second quarter of last year.

Revenues relating to NexCen's consumer branded licensing business,
which consists of Bill Blass and Waverly, will be reported as
discontinued operations due to the expected sales of those
businesses.  Licensing revenues from the Bill Blass and Waverly
businesses are expected to be approximately $2.4 million in the
second quarter of 2008 compared to $4.2 million in the second
quarter of 2007.

The Company is continuing to assess and quantify the impact on its
financial results from asset impairment charges, the costs
associated with the special investigation by the audit committee,
the restructuring of its credit facility, the planned disposition
of the Bill Blass and Waverly businesses and the workforce
reduction completed at the Company's New York headquarters, any
and all of which may materially impact the second quarter of 2008
operating results.  Accordingly, the full financial results for
the second quarter of 2008 have not yet been determined.

                      Third Quarter Highlights

The Company also provided an update regarding recent business
activities subsequent to the end of the second quarter, which
includes:

   -- During the third quarter, the Company has to date executed
      franchise agreements for 105 new franchise units across its
      seven franchise businesses, totaling approximately
      $1.8 million in new initial franchise fees versus       
      approximately $0.1 million, representing three franchise
      units in the second quarter of 2008;

   -- NexCen's pipeline of letters of intent and franchise
      agreements for franchise stores to be opened increased to
      343 stores at Aug. 31, 2008, versus 225 stores at the end of
      the second quarter of 2008;

   -- Waverly recently extended the paint license for Waverly Home
      Classic Brand with Lowe's and re-launched www.waverly.com as
      an inspiration gallery to guide consumers in how to
      coordinate Waverly product and where to purchase Waverly
      product, including a Google Map feature for retail partners;

   -- Bill Blass recently commercially introduced Peter Som's new
      Bill Blass Couture designs during New York Fashion Week.

Kenneth J. Hall, Chief Executive Officer of NexCen Brands, stated,
"We are encouraged by the strength of revenues in our core
franchising businesses in the second quarter of 2008, despite the
Company's recent challenges and the general downturn in the U.S.
economy.  We are further encouraged by the increase in sales of
new franchises in the third quarter to date, following the
restructuring of the Company's bank credit facility.  As we enter
the fourth quarter of 2008, we continued to make progress in
growing our franchise businesses and have a solid pipeline of new
franchisees in place."

The Company restructured its bank credit facility in the third
quarter, and further reported that it is in active discussions to
sell its Waverly and Bill Blass brands. The Company remains
focused on the execution of its previously announced business
restructuring plan, centered on its franchising businesses and
continues to evaluate strategic alternatives to enhance its
liquidity.

                       About NexCen Brands

NexCen Brands Inc. (NASDAQ: NEXC) --
http://www.nexcenbrands.com/        
-- acquires and manages global brands, generating revenue through
licensing and franchising.  The company own and license the Bill
Blass and Waverly brands, well as seven franchised brands.  Two
franchised brands -- The Athlete's Foot and Shoebox New York --
sell retail footwear and accessories.  Five are quick-service
restaurants -- Marble Slab Creamery, MaggieMoo's, Pretzel Time,
Pretzelmaker, and Great American Cookies.

The company licenses and franchises its brands to a network of
leading retailers, manufacturers and franchisees that generate
$1.3 billion in retail sales in more than 50 countries around the
world.  The franchisees operate approximately 1,900 franchised
stores. Franchisee support and training is provided at NexCen
University, a state-of-the-art facility located in Atlanta.

                          *     *    *

As reported by the Troubled Company Reporter on May 21, 2008, the
company said there is substantial doubt about its ability to
continue as a going concern, and pending completion of an
independent review, that this substantial doubt also may have
existed at the time the company filed its 2007 10-K.  The audit
committee of the company's Board of Directors has retained
independent counsel to conduct an independent review of the
situation.

The company has concluded that its 2007 financial statements
should no longer be relied upon and no reliance should be placed
upon KPMG's audit report dated March 20, 2008, or its report dated
March 20, 2008 on the effectiveness of internal control over
financial reporting as of Dec. 31, 2007, as contained in the
company's 2007 10-K.

NexCen also announced that it is actively exploring all strategic
alternatives to enhance its liquidity, including potential capital
market transactions, the possible sale of one or more of its
businesses, and discussions with the company's lender.  In
addition, the company will take immediate steps to reduce
operating expenses.


NEXCEN BRANDS: Jack Dunn Quits from Board of Directors
------------------------------------------------------
NexCen Brands, Inc. disclosed in a Securities and Exchange
Commission on Sept. 26, 2008, that Jack B. Dunn IV resigned from
its Board of Directors, effective Sept. 25, 2008.

Mr. Dunn was elected director of NexCen on June 28, 2002.  Since
October 1995, Mr. Dunn has been chief executive officer of FTI
Consulting, Inc.

David S. Oros, Chairman of NexCen Brands stated, "Jack was a
valuable member of the Company's board during his tenure. We are
grateful for the insightful counsel and direction he provided over
the past six years.  On behalf of the board, our shareholders and
employees, I thank Jack and wish him well."

                       About NexCen Brands

NexCen Brands Inc. (NASDAQ: NEXC) --
http://www.nexcenbrands.com/        
-- acquires and manages global brands, generating revenue through
licensing and franchising.  The company own and license the Bill
Blass and Waverly brands, well as seven franchised brands.  Two
franchised brands -- The Athlete's Foot and Shoebox New York --
sell retail footwear and accessories.  Five are quick-service
restaurants -- Marble Slab Creamery, MaggieMoo's, Pretzel Time,
Pretzelmaker, and Great American Cookies.

The company licenses and franchises its brands to a network of
leading retailers, manufacturers and franchisees that generate
$1.3 billion in retail sales in more than 50 countries around the
world.  The franchisees operate approximately 1,900 franchised
stores. Franchisee support and training is provided at NexCen
University, a state-of-the-art facility located in Atlanta.

                          *     *     *

As reported by the Troubled Company Reporter on May 21, 2008, the
company said there is substantial doubt about its ability to
continue as a going concern, and pending completion of an
independent review, that this substantial doubt also may have
existed at the time the company filed its 2007 10-K.  The audit
committee of the company's Board of Directors has retained
independent counsel to conduct an independent review of the
situation.

The company has concluded that its 2007 financial statements
should no longer be relied upon and no reliance should be placed
upon KPMG's audit report dated March 20, 2008, or its report dated
March 20, 2008 on the effectiveness of internal control over
financial reporting as of Dec. 31, 2007, as contained in the
company's 2007 10-K.

NexCen also announced that it is actively exploring all strategic
alternatives to enhance its liquidity, including potential capital
market transactions, the possible sale of one or more of its
businesses, and discussions with the company's lender.  In
addition, the company will take immediate steps to reduce
operating expenses.


NEXCEN BRANDS: To Sell Waverly Unit to Iconix for $26,000,000
-------------------------------------------------------------
NexCen Brands, Inc. disclosed in a Securities and Exchange
Commission filing that on Sept. 29, 2008, it has entered into an
asset purchase agreement to sell its Waverly business to Iconix
Brand Group, Inc.  

NexCen will receive $26.0 million in cash and Iconix will assume
certain future liabilities associated with the Waverly business.  
NexCen will use the proceeds from the sale to pay off all of the
outstanding Waverly debt of $21.3 million. Following the repayment
of this Waverly debt, the remaining sales proceeds, net of
transaction expenses, will be used to pay down debt associated
with NexCen's Bill Blass business.

The asset sale, which is subject to customary closing conditions,
is expected to close within the next 30 days. NM Rothschild & Sons
Limited acted as the financial advisor to NexCen.

"We are pleased to have executed an agreement for the sale of our
Waverly business with an all cash transaction which exceeds the
underlying debt associated with that business," Kenneth J. Hall,
Chief Executive Officer of NexCen Brands, stated.  "We continue to
make progress in executing our revised strategic plan to focus on
our franchising businesses. We believe the restructuring of our
credit facility, now followed by the sale of Waverly, are
important steps in the Company's efforts to de-lever our balance
sheet, enhance our liquidity and ultimately to maximize value for
our shareholders."

                       About NexCen Brands

NexCen Brands Inc. (NASDAQ: NEXC) --
http://www.nexcenbrands.com/        
-- acquires and manages global brands, generating revenue through
licensing and franchising.  The company own and license the Bill
Blass and Waverly brands, well as seven franchised brands.  Two
franchised brands -- The Athlete's Foot and Shoebox New York --
sell retail footwear and accessories.  Five are quick-service
restaurants -- Marble Slab Creamery, MaggieMoo's, Pretzel Time,
Pretzelmaker, and Great American Cookies.

The company licenses and franchises its brands to a network of
leading retailers, manufacturers and franchisees that generate
$1.3 billion in retail sales in more than 50 countries around the
world.  The franchisees operate approximately 1,900 franchised
stores. Franchisee support and training is provided at NexCen
University, a state-of-the-art facility located in Atlanta.

                          *     *     *

As reported by the Troubled Company Reporter on May 21, 2008, the
company believes that there is substantial doubt about its ability
to continue as a going concern, and pending completion of an
independent review, that this substantial doubt also may have
existed at the time the company filed its 2007 10-K.  The audit
committee of the company's Board of Directors has retained
independent counsel to conduct an independent review of the
situation.

The company has concluded that its 2007 financial statements
should no longer be relied upon and no reliance should be placed
upon KPMG's audit report dated March 20, 2008, or its report dated
March 20, 2008 on the effectiveness of internal control over
financial reporting as of Dec. 31, 2007, as contained in the
company's 2007 10-K.

NexCen also announced that it is actively exploring all strategic
alternatives to enhance its liquidity, including potential capital
market transactions, the possible sale of one or more of its
businesses, and discussions with the company's lender.  In
addition, the company will take immediate steps to reduce
operating expenses.


NORTH CREEKSIDE: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: North Creekside Apartments, LLC
        1764 N Leverett Avenue
        Fayetteville, AR 72703

Bankruptcy Case No.: 08-73919

Chapter 11 Petition Date: September 30, 2008

Court: Western District of Arkansas (Fayetteville)

Debtor's Counsel: Stanley V. Bond, Esq.
                  Attorney-at-Law
                  attybond@me.com
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141

Total Assets: $4,669,777

Total Debts: $5,931,606

North Creekside Apartments, LLC's chapter 11 petition with a list
of 14 largest unsecured creditors is available for free at:

               http://researcharchives.com/t/s?3343


NORTH OAKLAND: Court Okays Bidding Procedures for Sale of Assets
----------------------------------------------------------------
The Hon. Marci B. McIvor of the United States Bankruptcy Court for
the Eastern District of Michigan approved bidding procedures for
the sale of substantially all assets of North Oakland Medical
Center and its debtor-affiliates, free and clear of interests,
claims, encumbrances and liens.

The Debtors said that it entered into an assets purchase agreement
with Oakland Physicians Medical Center, LLC on Aug. 14, 2008.  
Under the deal, Oakland Physicians will buy all of the Debtors'
assets for $3,265,000, plus all amounts required for the Debtors
to cure, assume, and assign the assumed contracts and lease and
assumption of the assumed liabilities, the Debtors related.

As part of the deal, Oakland Physicians or any qualified bidder is
required to purchase the land leased to the Debtors owned by the
City of Pontiac and Pontiac Hospital Finance Authority's assets
for $2,000,000.

The sales are expected to close by Oct. 20, 2008, the Debtors
noted.

Bids for the Debtors' assets -- including an earnest money deposit
of $500,000 -- must be delivered by Oct. 8, 2008, at 12:00 p.m.,
(prevailing Eastern Time).  An auction will take place on Oct. 10,
2008, at 10:00 a.m., at 150 W. Jefferson, Suite 100 in Detroit,
Michigan, followed by a sale hearing on Oct. 15, 2008, 10:30 a.m.,
(Eastern Time).  During the auction, the minimum incremental
overbid is $50,000.

If the Debtors consummate the sale to another party, Oakland
Physicians will receive a break-up fee of $300,000.

A full-text copy of the Asset Purchase Agreement dated Aug. 14,
2008, between the Debtors and Oakland Physicians is available for
free at http://ResearchArchives.com/t/s?333a

                        About North Oakland

Headquartered in Pontiac, Michigan, North Oakland Medical Center,
Inc. dba Pontiac General Hospital and Medical Center provides
health care services.  The company and two of its affiliates filed
for Chapter 11 protection on Aug. 26, 2008 (Bankr. E.D. Mich. Lead
Case No.08-60731).  Matthew Wilkins, Esq., and Max J. Newman,
Esq., at Butzel Long, P.C., represent the Debtors in their
restructuring efforts.  The Debtors selected Kurtzman Carson
Consultants LLC as their claims agent.  The U.S. Trustee for
Region 9 appointed creditors to serve on an Official Committee of
Unsecured Creditors.  The Committee selected McDonald Hopkins, LLC
as its proposed counsel.  As reported in the Troubled Company
Reporter on Sept. 24, 2008, the Debtors listed in their schedules,
total assets of $23,340,128 and total debts of $67,232,583.


NORTH OAKLAND: Gets Final OK to Obtain $2.75 Mil. McLaren DIP Loan
------------------------------------------------------------------
Marci B. McIvor of the United States Bankruptcy Court for the
Eastern District of Michigan authorized North Oakland Medical
Center, Inc., and its debtor-affiliates to access, on a final
basis, up to $2,750,000 in postpetition financing from Mclaren
Health Care Corporation under a loan and security agreement.

Judge McIvor had permitted the Debtors to use as much as
$1,500,000 in financing on the interim, as reported in the
Troubled Company Reporter on Sept. 2, 2008.

The DIP facility will enable the Debtors to continue to operate
while they pursue the sale of substantially all of their assets as
a going concern, which sale will allow the Debtors to remain open
to continue to serve the citizens of the City of Pontiac.  In
addition, the DIP loan will be used for working capital and
general corporate purposes, and to pay the cost and expenses
related to the administration of the Debtors' bankruptcy cases.

The DIP facility will accrue on the principal amount of the loan
outstanding at the end of each day at a fluctuating rate per annum
equal to the Prime Rate plus 1%.

The DIP facility is subject to carve-out for payment of
professionals retained by the Debtors and the committee, and the
U.S. Trustee's fees.  There is a $750,000 carve-out if the sale of
the Debtors' assets is consummated by Oct. 31, 2008, otherwise
$1,000,000 carve-out will be paid.

To secure their DIP obligation, McLaren Health will be granted
superpriority administrative expense claims with priority over all
other administrative expenses in the Debtors' cases pursuant to
Section 364(c)(1) of the Bankruptcy Code.

The DIP agreement contains customary and appropriate events of
defaults.

A full-text copy of the Debtors' loan and security agreement is
available for free at http://ResearchArchives.com/t/s?317d

A full-text copy of the Debtors' cash flow analysis is available
for free at http://ResearchArchives.com/t/s?317e

                        About North Oakland

Headquartered in Pontiac, Michigan, North Oakland Medical Center,
Inc. dba Pontiac General Hospital and Medical Center provides
health care services.  The company and two of its affiliates filed
for Chapter 11 protection on Aug. 26, 2008 (Bankr. E.D. Mich. Lead
Case No.08-60731).  Matthew Wilkins, Esq., and Max J. Newman,
Esq., at Butzel Long, P.C., represent the Debtors in their
restructuring efforts.  The Debtors selected Kurtzman Carson
Consultants LLC as their claims agent.  The U.S. Trustee for
Region 9 appointed creditors to serve on an Official Committee of
Unsecured Creditors.  The Committee selected McDonald Hopkins, LLC
as its proposed counsel.  As reported in the Troubled Company
Reporter on Sept. 24, 2008, the Debtors listed in their schedules,
total assets of $23,340,128 and total debts of $67,232,583.


OAKMONT ASSET: S&P Junks Ratings on $350 Million Fixed-Rate Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
$350 million fixed-rate notes from Oakmont Asset Trust to 'CCC'
from 'BBB' and removed it from CreditWatch, where it was placed
with negative implications on Aug. 20, 2008.
     
The lowered rating follows Standard & Poor's downgrade of Lehman
Bros. Holdings Inc. to D/--/D on Sept. 16, 2008.  S&P has since
withdrawn its rating on LBHI.  S&P inadvertently omitted this
transaction from a previous Lehman Bros.-related transactions
press release, "Ratings Lowered On 11 Lehman-Related Repackaged
Securities," dated Sept. 17, 2008, on RatingsDirect.
     
The credit-linked note downgrade reflects heightened risk to this
transaction given LBHI's recent bankruptcy filing.  The filing has
increased the likelihood of cash flow shortfalls because the
repayment terms of this transaction were, in part, supported by
the fact that LBHI was acting as a guarantor of an unrated
affiliate's swap payment obligations.


OLYMPIC SALES: Takes New $49.5 Million Offer from Brunswick Corp.
-----------------------------------------------------------------
The Deal's Carolyn Okomo reports that Olympic Boat Centers dba
OBC Holding Co., with the support of its Official Committee of
Unsecured Creditors, accepted a new $49.5 million offer for the
company's assets made by stockholder Brunswick Corp. under a
settlement agreement that would pay as much as $2 million
to unsecured creditors.

The sale of the company's assets is subject to approval of the
United States Bankruptcy Court for the Central District of
California, the report says.  The sale is also subject to
competitive bidding and auction, the report adds.

As part of the transaction, the company will release all of its
claims against Brunswick and its lenders -- KeyBank N.A. and GE
Commercial Distribution Financing Corp. -- the report says.  In
exchange, Brunswick will also release the company of any claims;
however, provided, both parties have paid all postpetition debts
accrued against each other, the report continues.

According to the report, Brunswick originally offered $48 million
for the company's assets, wherein approximately $47 million will
be paid to secured claims of the lenders.  The lenders were
involved in the negotiations of the terms of the sale, the report
notes.

                        About Olympic Sales

Headquartered in Canoga Park, California, Olympic Sales Inc. --
http://www.boatnut.com/-- sells bayliner, maxum, meridian and  
trophy boats with 21 west coast locations from San Diego to
British Columbia.  The company and three of its debtor affiliates
filed for Chapter 11 relief on July 17, 2008 (C.D. Calif. Case
Nos. 08-15026, 08-15023, 08-15024 and 08-15027).  David L. Neale,
Esq. and Todd M. Arnold, Esq. at Levene Neale Bender Rankin &
Brill, LLP, represent the Debtors as counsel.  When Olympic Sales,
Inc., filed for protection from its creditors, the Debtor listed
assets and debts of between $50 million and $100 million.  It
listed Massachusetts Mutal Life Insurance Co. as its largest
unsecured creditor, with claims of $6,139,705.


ON INERGY: S&P S&P Affirms 'BB-' Rating; Removes Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating and its 'B+' senior unsecured rating On Inergy L.P.,
including the rating on subsidiary Inergy Finance Corp.  S&P also
removed the ratings from CreditWatch with negative implications,
where it placed them on Aug. 11, 2008 following the company's
agreement to acquire solution mining and salt production company
U.S. Salt LLC.  The '5' recovery rating is unchanged. The outlook
is stable.
     
The rating action follows S&P's review of the U.S. Salt
acquisition and Inergy's plan to invest about $191
million in the business and for subsequent gas storage
expansion over the next several years.  S&P believes
that the transaction will slightly improve Inergy's business
risk profile by providing relatively stable incremental cash flows
from the salt business and the potential to develop up to 5
billion cubic feet of gas storage by October 2010.  The
acquisition will increase the midstream energy segment's EBITDA
contribution to about 40%, further diversifying Inergy's cash
flows from the more volatile propane business.  About 70% of the
salt volumes are under firm contracts that range from one to three
years, and U.S. Salt is strategically situated near Inergy's
Stagecoach, Steuben, Thomas Corners, and Bath storage facilities.
     
The rating on Inergy reflects the partnership's weak business risk
profile and aggressive financial profile. Rating concerns include
the propane business' exposure to weather, seasonal demand
patterns, customer conservation, exposure to volatile commodity
prices, an aggressive growth strategy, and the master limited
partnership structure.
     
"These concerns are partially offset by the propane segment's high
percentage of residential customers in attractive markets, and
Inergy's midstream business that provide more stable cash flows,"
said Standard & Poor's credit analyst Michael Grande.
     
The stable outlook is based on S&P's expectation that Inergy can
maintain its operating performance over the next 18 to 24 months
as the midstream expansion provides incremental cash flow to
support its current financial metrics.  S&P could revise the
outlook to positive or raise the rating if sustained higher
propane margins, a disciplined acquisition strategy, and a growing
midstream business result in an FFO to debt ratio of 25% to 30%
and a total debt to EBITDA ratio of about 3.5x for several
quarters.  Standard & Poor's could lower the rating or revise the
outlook to negative if Inergy's capital spending program
experiences cost overruns that require additional debt, if there
is less than $100 million in available liquidity over the next
18 months, or if the propane and midstream businesses
underperform, resulting in FFO to debt in the mid-teens and debt
to EBITDA of above 4x for several quarters.


OPEN ENERGY: Inks Financing Agreement with Quercus Trust
--------------------------------------------------------
Open Energy Corporation disclosed in a Securities and Exchange
Commission filing that it has entered into a definitive financing
agreement with The Quercus Trust.

Quercus has committed to invest $4.7 million in Open Energy,
consisting of $4.2 million in cash and $500,000 in the form of
debt forgiveness on a prior loan Quercus had made to the Company.  
In exchange, Open Energy will issue to Quercus warrants to
purchase a total of 235,000,000 shares of common stock, at a price
of $0.02 per warrant, with an exercise price of $0.067 per share.  
On Sept. 18, 2008, the Company received $1.5 million in gross
proceeds pursuant to the financing agreement, and issued
75,000,000 warrants to Quercus. The remainder of the financing is
expected to close near the end of September 2008

Open Energy also disclosed key management changes which are
expected to become effective with the closing of the remainder of
the Quercus investment.  The Board of Directors will consist of
five members, three of whom will be appointed by Quercus; David
Anthony, Managing Partner of 21Ventures; Joe Bartlett, The Quercus
Trust; and Dr. Gary Cheek, independent solar expert.

The two additional board sets will be represented by management,
and an outside director.  David Field, the current president and
chief operating officer, will lead the board as Chairman as well
as assume the role of chief executive officer effective Oct. 31,
2008. Kenneth Potashner will remain on the board as an independent
director.  David Saltman will resign his position as Chairman of
the Board of Directors and, effective Oct. 31, 2008, as chief
executive officer.

Mr. Field stated, "On behalf of Open Energy, I would like to
extend my sincere gratitude to David Saltman, Doug Ward and Steve
Kemper for their outstanding service to the Company.  In
particular, I would like to thank David Saltman for his leadership
and the pivotal role he played in the formation of Open Energy and
wish him every success in his professional career."

Mr. Saltman said, "I have complete confidence in the abilities of
Mr. Field and the leadership team at Open Energy.  They have
developed an award-winning line of proprietary building integrated
products, built a powerful marketing channel for them, and
transitioned to a low cost, high volume outsource strategy.  This
coming year, Open Energy will focus on financed solutions for its
residential customers.  The continuing support of The Quercus
Trust is a testament to the strength of the team and its growth
initiatives, and I personally look forward to a very bright future
for Open Energy."

Mr. Anthony, Managing Partner of 21Ventures, and who is expected
to assume the role of Chairman of the Audit Committee, said, "We
anticipate that the added capabilities our strategic investments
offer will be integral to Open Energy's long term growth
objectives and we look forward to working closely with the
management team to build stronger, more stable relationships
throughout the solar industry."

                        About Open Energy

Based in Solana Beach, Calif., Open Energy Corporation (OTC BB:
OEGY) -- http://www.openenergycorp.com -- a renewable energy   
company, focuses on the development and commercialization of a
portfolio of solar technologies for residential, commercial, and
industrial applications.  The company designs, manufactures, and
distributes building-integrated photovoltaic roofing tiles,
roofing membranes, and architectural photovoltaic glass products
under the SolarSave(R) trade name.

                          *      *      *

As reported in the Troubled Company Reporter on Sept. 24, 2008,
Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego
raised substantial doubt about the ability of Open Energy
Corporation to continue as a going concern after it audited the
company's financial statements for the year ended May 31, 2008.  
The auditing firm pointed to the company's recurring losses from
operations and working capital deficit.

The company posted a net loss of $34,940,000 on net revenues of
$6,940,000 for the year ended May 31, 2008, as compared with a net
loss of $39,550,000 on net revenues of $4,290,000 in the prior
year.


PARK AT WELLS: Moody's Holds Subordinate Series 2002C Rating 'Ca'
-----------------------------------------------------------------
Moody's Investors Service has affirmed the underlying rating on
Travis County Housing Finance Corporation Multifamily Housing
Revenue Bonds (Park at Wells Branch Apartments Project) Series
2002A at Ba3 and the rating on Subordinate Series 2002C at Ca.  
The outlook on both series remains stable.  The rating affirmation
is based on stabilizing debt service coverage ratios on both
series of bonds, continuing contributions to property maintenance
funds and maintaining the balance of the Series 2002A Debt Service
Reserve Fund.

The Series 2002B bonds have matured and the Junior Subordinate
Series 2002D bonds are not rated.  The Series 2002A bonds continue
to be insured by MBIA and carry MBIA's current financial strength
rating. The Subordinate Series 2002C bonds are not insured.

Park at Wells Branch is a 304 unit apartment complex composed of
18 apartment buildings, and is located in the northern section of
the Austin metropolitan area in Travis County, Texas.  The
property has been experiencing financial difficulties since 2003,
largely due to the weakness of the Austin multifamily rental
market.  Occupancy rates fell during that time and the property
offered substantial concessions to tenants.  The ensuing reduction
in rental revenues caused the property's financial performance to
deteriorate.  The Series 2002C bonds first defaulted in June 2005,
and subsequent debt service payments were missed on the
subordinate series.

Legal Security: The bonds are limited obligations payable solely
from the revenues, receipts and security pledged in the Trust
Indenture.  Funds are pledged first to the payment of the
principal and interest due on the Series 2002A bonds, then to the
principal and interest due on the Series 2002C bonds, and last, to
the principal and interest due on the Series 2002D bonds.  The
Indenture provides for a Debt Service Reserve Fund for each series
of bonds.  As of August, 2008, the Trustee reports that only the
Debt Service Reserve Fund for Series 2002A bonds remains fully
funded at the maximum annual debt service on the Series 2002A
bonds.  The 2002C Debt Service Reserve Fund has been depleted.

Interest Rate Derivatives: none

Credit Strengths:

  * Stabilizing debt service coverage ratios: Based on fiscal year
    2007 audited financial statements, Moody's has calculated
    1.16x debt service coverage for Series 2002A bonds and 0.96x
    debt service coverage for Series 2002C bonds.  The subordinate
    series coverage ratio was calculated net of the MBIA insurance
    fee.  These debt service coverage levels show improving
    financial performance.  The Series 2002A bonds had coverage
    levels of 1.12x in 2006 and 1.06x in 2005.  The Series 2002C
    bonds had coverage levels of 0.92x in 2006 and 0.86x in 2005.
    The improving debt service coverage ratios may be attributed
    to rental revenue growth due to increasing occupancy rates and
    lower concession charges.  Operating reports show the current
    occupancy rate is 94%, representing a substantial improvement
    over the 80% occupancy rate of August 2003.

  * Commitment from Community Housing Corporation of America,
    Inc.: CHC, the owner of the property, has contributed
    substantial amounts in 2007 to fund working capital and debt
    service requirements.  The contribution augmented rental
    revenues and funded portions of debt service payments made on
    the Series 2002C bonds.  CHC has been making contributions to
    the property since 2003.

  * Capital Replacement Reserve: Despite financial difficulties,
    the property continues to meet a sizable capital replacement
    reserve funding requirement.  Moody's believes that this is
    important for the property's long-term viability.  The
    property was constructed in 1987 and will require capital
    improvements to remain competitive in the Austin rental
    market.

  * Series 2002A Reserves: Fund balances provided to Moody's by
    the property Trustee show the Series 2002A Debt Service
    Reserve Fund remains fully funded.

Credit Challenges:

  * Series 2002C Reserves: Fund balances provided to Moody's by
    the property Trustee show that the Series 2002C Debt Service
    Reserve Fund has been depleted.

  * Local Multifamily Rental Market: Though the demand for
    affordable multifamily housing has strengthened in the Austin
    market since 2005, the future performance of the property
    remains linked to the strength of the market.  Strong market
    demand and high occupancy rates are necessary for the property
    to regain financial solvency.

Recent Developments

Park at Wells Branch has been experiencing financial difficulties
since 2003.  In 2004, the Series 2002C Debt Service Reserve Fund
was tapped to make the June 2004 debt service payment on Series
2002C bonds.  The Series 2002C bonds have defaulted on each
interest payment date since June 2005.

Outlook

The outlook on the bonds remains stable. The stable outlook
reflects the stabilizing occupancy of the property and debt
service coverage levels on the bonds.

What could change the rating - UP

  * Consistent debt service payments on the Series 2002C bonds
  * Replenishing the Series 2002C Debt Service Reserve Fund
  * Reduced reliance on CHC contributions

What could change the rating - DOWN

  * Drawing on the Series 2002A Debt Service Reserve Fund
  * Low occupancy rates resulting in debt service coverage
    deterioration


PARMALAT SPA: Prelim. Injunction Hearing Moved to December 16
-------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York has adjourned until December 16, 2008, at 10:00 a.m.,
the hearing to consider the Preliminary Injunction request of
Gordon I. MacRae and James Cleaver, as Joint Official Liquidators
of Parmalat Capital Finance Limited, Dairy Holdings Limited, and
Food Holdings Limited, on one hand, and Parmalat Finanziaria
S.p.A., and its affiliates and subsidiaries, under the direction
of Dr. Enrico Bondi, Extraordinary Administrator of the Parmalat
companies, on the other hand.

The Order will be without prejudice to Parmalat's right to object
for preliminary injunctive relief.  Each of the Petitioners and
Parmalat reserves all rights and arguments with respect to the
proceedings under Section 304 of the Bankruptcy Code.

Nothing contained in the Order will be construed as Parmalat's
agreement with any of the positions or actions taken by the
Liquidators in commencing the ancillary proceedings, in the
United States or in the Cayman Islands.

Pursuant to Rule 7065 of the Federal Rues of Bankruptcy
Procedure, the security provisions of Rule 65(c) of the Federal
Rules of Civil Procedure are waived.

In addition, U.S. Bankruptcy Judge Drain extends Parmalat's time
to answer the Section 304 Petition commencing the ancillary
proceedings until January 16, 2008, unless otherwise ordered by
the Bankruptcy Court.

Judge Drain rules that the Temporary Restraining Order will
remain in effect pursuant to the Order until December 16.

Exhibit and witness lists related to any Preliminary Injunction
Hearing will be served and filed by December 8.

                        About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products    
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200
million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PEGASUS SATELLITE: Trust Okays Final Distribution to Creditors
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Maine
approved a request by the Liquidating Trustee for The PSC
Liquidating Trust, for an order approving but not directing final
distribution, closing case, abandonment or destruction of books
and records and granting related relief in the bankruptcy case of
Pegasus Satellite Communications, Inc. and its related direct and
indirect subsidiaries.

Following issuance of the Order, the Liquidating Trustee
authorized the Final Distribution to Beneficiaries of the Trust on
September 30, 2008.  The distribution totaled $3,000,000 or
0.3742% of approved Class 3A claims; the amounts allocable to the
holders of the Senior Notes were paid to the Indenture Trustees,
with other amounts paid to holders of approved Class 3A Claims.  
Total distributions to the Beneficiaries were $444.0 million,
which represents approximately 55.3754% of allowed Class 3A
Claims.  Total distributions, as a percentage of the face value of
the various issues of Senior Notes, range between approximately
56.1% and 58.1%.

It is not expected that the Liquidating Trustee will make any
further distributions to Beneficiaries of the Trust.

                  About The PSC Liquidating Trust

Pegasus Communications Corporation's subsidiary Pegasus Satellite
Communications, Inc., along with its subsidiaries filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code in the U.S. Bankruptcy Court for the District of Maine, on
June 2, 2004.

The Debtors'  First Amended Plan of Reorganization was confirmed
by order of the Bankruptcy Court dated and entered on April 14,
2005.  On May 5, 2005, the Plan became effective, the PSC
Liquidating Trust was created and Ocean Ridge Capital Advisors,
LLC was appointed the Liquidating Trustee.  In accordance with the
terms of the Plan, the Liquidating Trustee was charged with: (a)
winding down the Debtors' affairs; (b) recovering value from non-
cash Trust assets; (c) distributing the Trust's assets to the
beneficiaries of the Trust; (d) prosecuting causes of action; (e)
establishing, maintaining and reconciling proper claims reserves
and claims; and (f) filing tax returns.

The beneficiaries of the Trust are those Holders of Allowed Class
3A Claims under the Plan.  In addition to Administrative Expense
Claims, Fee Claims and Priority Tax Claims, the Plan entitles
Holders of Allowed Secured Claims (Classes 1A, 1B, 1C & 1D),
Priority Non-Tax Claims (Classes 2A, 2B, 2C & 2D), and General
Unsecured Claims (Classes 3A, 3B, 3C & 3D) to receive
distributions under the Plan.  All other holders of Claims will
receive no distribution under the Plan.  Following distribution or
the establishment of reserves for Allowed Administrative Expense
Claims, Fee Claims, Priority Tax Claims and Class 1, 2, 3B, 3C and
3D Claims, the sole beneficiaries of the Trust will be the Holders
of Interests in Class 3A.

The Trust is not a public reporting entity and has no reporting
requirements other than those specifically provided for in the
Plan. The Trust maintains an office in Jackson, MS and the
Liquidating Trustee maintains an office in New Rochelle, NY.

On the Net: http://www.psc-trust.com/


PHOENIX FOOTWEAR: Names P. Douglas Ford as Chief Financial Officer
------------------------------------------------------------------
Phoenix Footwear Group, Inc. disclosed in a Securities and
Exchange Commission filing that it has named P. Douglas Ford as
its Chief Financial Officer, effective immediately.  Scott
Sporrer, who served as Phoenix Footwear's Interim CFO since
October 2007, will be leaving the Company to pursue other
opportunities.

Mr. Ford was appointed the Company's Senior Vice President,
Operations in October 2007 and his responsibilities included
logistics, information technology, forecasting and planning, human
resources, and e-commerce. Prior to that, he spent over a year
consulting with Phoenix Footwear on both its strategic planning
and branding efforts with a primary focus on the Tommy Bahama and
H.S Trask divisions.

Mr. Ford's extensive senior level financial experience includes
serving as Chief Operating Officer/Chief Financial Officer of
Wenger North America and Indulge.com.

During his 18-year career, Mr. Ford also spent over ten years with
Kurt Salmon Associates, the largest global consulting firm focused
on the consumer products industry. As a Principal and Regional
Director at Kurt Salmon Associates in the Merchandising and
Operations Services Practice, he led the development of world
class processes, organizations, and operations with major consumer
product retailers and wholesalers including Liz Claiborne, Express
and Victoria's Secret Stores (Divisions of The Limited), Cole-Haan
(Division of Nike), and NFL Properties.

Cathy Taylor, Chief Executive Officer of Phoenix Footwear Group,
commented, "I have known Doug for over 15 years and had the
opportunity to work with him closely these past two years as well
as at Wenger.  I am extremely confident in his ability to lead our
financial operations.  In addition to his strong financial
qualifications, Doug has extensive experience in overseeing a
variety of other important corporate and operational functions and
a deep knowledge of the retail industry.  His impressive track
record of driving profitability and developing restructuring
strategies across the organizations he worked with will benefit
Phoenix Footwear enormously as we continue to successfully execute
our strategic turnaround plan and build upon the strong foundation
of our brands."

"We thank Scott for his contribution and dedication to the Company
and wish him well in his future endeavors," concluded Ms. Taylor.

Mr. Ford commented, "Phoenix Footwear's executive team has already
made tremendous progress in improving the Company's financial
condition, as evidenced by paying down the majority of its debt,
reducing inventories, innovating product and improving operating
efficiencies. I look forward to working with this talented team in
my expanded role integrating operations and finance within the
Company at large to capitalize on the many profitable growth
opportunities that lie ahead for the Company."

                        About Phoenix Footwear

Headquartered in Carlsbad, California, Phoenix Footwear Group,
Inc. (AMEX: PXG) -- http://www.phoenixfootwear.com/-- designs,
develops and markets a diversified selection of men's and women's
dress and casual footwear, belts, and other accessories.  The
company's moderate-to-premium priced brands and licenses include
the Tommy Bahama Footwear(R), Trotters(R), SoftWalk(R), Strol(R),
H.S. Trask(R), and Altama(R) footwear lines, Chambers Belts(R)and
Wrangler(R).

                        Going Concern Doubt

As reported in Troubled company's Reporter on April 29, 2008,
Grant Thornton LLP, in Irvine, California, expressed substantial
doubt about Phoenix Footwear Group Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 29, 2007.

The auditing firm reported that the company incurred a net loss
from continuing operations of $16,593,000 for the year ended
Dec. 29, 2007, and the company is not in compliance with financial
covenants under its current credit agreement as of Dec. 29, 2007.

The company has not requested a waiver for the respective defaults
and is in the process of replacing the existing facility with a
new lender.  If the company is not successful in refinancing the
existing facility through a new bank it will seek to refinance its
debt on new terms with its existing bank.  The company disclosed
that presently it has insufficient cash to pay its bank debt in
full.


PRIMUS GUARANTY: Moody's Cuts Sr. Unsecured & Issuer Rtngs to Ba1
-----------------------------------------------------------------
Moody's Investors Service has (i) downgraded the counterparty
rating of Primus Financial Products LLC, and its Subordinated
Deferrable Interest Notes, Series A and (ii) placed on review for
possible downgrade Subordinated 2005 Deferrable Interest Notes,
Series A-1, Subordinated 2005 Deferrable Interest Notes, Series B,
and Perpetual NC-10 Floating Rate Cumulative Preferred Securities
(Series I and Series II).  Moody's also downgraded to Ba1, from
Baa1, the senior unsecured and issuer ratings of Primus Guaranty,
Ltd., and placed both ratings under review for further possible
downgrade.

Primus Financial Products LLC

Counterparty Rating

  -- Prior Rating: Aaa
  -- Prior Rating Date: 04/30/2002
  -- Current Rating: Aa1 on review for possible downgrade

$75,000,000 Subordinated Deferrable Interest Note, Series A

  -- Prior Rating: Aaa
  -- Prior Rating Date: 12/20/2005
  -- Current Rating: Aa1 on review for possible downgrade

$75,000,000 Subordinated 2005 Deferrable Interest Notes, Series A

  -- Prior Rating: Aa2
  -- Prior Rating Date: 12/20/2005
  -- Current Rating: Aa2 on review for possible downgrade

$50,000,000 Subordinated 2005 Deferrable Interest Notes, Series B

  -- Prior Rating: Aa2
  -- Prior Rating Date: 12/20/2005
  -- Current Rating: Aa2 on review for possible downgrade

$110,000,000 Perpetual NC-10 Floating Rate Cumulative Preferred
Securities (Series I and Series II)

  -- Prior Rating: A2
  -- Prior Rating Date: 12/19/2002
  -- Current Rating: A2 on review for possible downgrade

Primus Guaranty Ltd.

Issuer Rating

  -- Prior Rating: Baa1 on review for possible downgrade
  -- Prior Rating Date: 09/11/08
  -- Current Rating: Ba1 on review for possible downgrade

Senior Unsecured Debt Rating

  -- Prior Rating: Baa1 on review for possible downgrade
  -- Prior Rating Date: 09/11/08
  -- Current Rating: Ba1 on review for possible downgrade

Primus Financial Products LLC is a wholly-owned subsidiary of
Primus Guaranty, Ltd, and is an operating company whose business
activity is providing credit protection in the form of credit
default swaps.

According to Moody's, the rating actions are the result of
significant deterioration in the credit quality of Primus
Financial's CDS reference portfolio.  In particular, Primus
Financial has through its portfolio of reference obligations
credit exposure to Lehman Brothers Holdings Inc. which filed for
protection under Chapter 11 of the U.S. Bankruptcy Code on
September 15, 2008; Washington Mutual Inc. which filed for
protection under Chapter 11 of the U.S. Bankruptcy Code on
September 26, 2008; and Fannie Mae and Freddie Mac, which were
placed into the conservatorship of the U.S. government on
September 8, 2008.

The credit events associated with these names have resulted in
Primus Financial not being adequately capitalized in respect of
its previous ratings.  Furthermore, Primus Financial has failed
its counterparty capital shortfall test, and has substantial
exposure to the financial sector which is currently experiencing
significant stress.  As a consequence, the respective expected
losses to Primus Financial's counterparty rating and Notes'
ratings are no longer consistent with the previous ratings.

Moody's said that the downgrade of Primus Guaranty Ltd.'s ratings
reflect the substantial credit deterioration at its main operating
company, Primus Financial Products and the adverse effect on its
ability to generate incremental revenues.  The rating agency added
that stress at Primus Financial may also weaken the holding
company's financial flexibility and create substantial uncertainty
about the group's strategic direction.  Such adverse developments
are only partially mitigated by the current strong liquidity
position at the holding company.


QUAKER DEVELOPMENT: Court Denies Request to Reinstate Case
----------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Pennsylvania has denied Quaker Development Corp.'s request to
reinstate its Chapter 11 bankruptcy case.  

On July 17, 2008, the Court dismissed the case on the Debtor's
failure to timely file required documents.  On Aug. 18, 2008, the
Debtor sought the reinstatement of the case.  In conjunction with
the request, the Debtor filed its Schedules of Assets and
Liabilities, Statement of Financial Affairs, and a corporate
resolution.

On Sept. 3, 2008, Roberta A. DeAngelis, the Acting United States
Trustee for Region 3, objected to the Debtor's reguest for the
reinstatement of its Chapter 11 case, saying that there is not
sufficient justification or authority provided for the Debtor to
proceed in Chapter 11 and that the Debtor has failed to to
adequately prove that its case, and the documents filed, have been
properly filed.  

Moreover, the Acting United States Trustee for Region 3 said that
Mr. Peter William DiGiovanni, Esq., the purported counsel for the
Debtor, had not been retained and most likely has conflicts that
will prevent his retention.  The U.S. Trustee also asserted that
there is no reason to reinstate the case because the Debtor is
simply looking to delay by proceeding with this bankruptcy and has
no reasonable ability or desire to reorganize.

                     About Quaker Development

Based in West Chester, Pennsylvania, Quaker Development Corp.
filed for Chapter 11 relief on May 24, 2008 (E.D. Penn. Case No.
08-13383).  Peter William DiGiovanni, Esq. is the Debtor's
purported counsel.  When the Debtor filed for protection from its
creditors, it listed assets of $10 million to $50 million, and
debts of $1 million to $10 million.


QUEBECOR WORLD: Has Until January 31 to File Chapter 11 Plan
------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York extended Quebecor World Inc.'s exclusive rights to file a
plan of reorganization until January 31, 2009; and the period to
solicit acceptances of that plan until March 31, 2009.

The complexity of the Debtors' businesses and corporate structure
support the requested extension of the Exclusive Periods, Michael
J. Canning, Esq., at Arnold & Porter LLP, in New York, told the
Court.  

Mr. Canning related that subsequent to the Debtors' filing of
their first request to extend the exclusive periods in April
2008, in light of the size of their cases, the need to address
the operational issues associated with their businesses, and the
challenges arising from the cross-border nature of their
financial affairs, they have determined that they will require a
period of time longer than the four-month extension of time
granted in their first extension request to formulate and confirm
a plan of reorganization.

Mr. Canning assured the Court that the Debtors are not seeking an
extension of the Exclusive Periods  to pressure creditors into
accepting their reorganization demands.  He points out that the
Debtors' Chapter 11 cases have not been pending long enough to
result in material prejudice to any creditors, and there is no
indication that the Debtors are using the Chapter 11 process to
extract particular demands from any creditor group.

"To the contrary, the purpose of the Debtors' present request for
an extension of the Exclusive Periods is to ensure that the
Debtors have an opportunity to respond to and address the
concerns of all creditor groups in formulating restructuring
proposals and, ultimately, a plan of reorganization," Mr. Canning
told the Court.

Section 1121(b) of the Bankruptcy Code provides a debtor with an
exclusive right to file a plan of reorganization during the
first 120 days after the Petition Date.  If a debtor files a plan
during the exclusive filing period, Section 1121(c)(3) grants an
additional 60 days during which the debtor may solicit
acceptances of that plan and no other party-in-interest may file
a plan.  Section 1121(d) provides that on request  of a party-in-
interest made within the exclusive periods after notice and a
hearing, the court may for cause reduce or increase the 120-day
period or the 180-day period.  However, the 120-day period may
not be extended beyond a date that is 18 months after the
petition date and the 180-day period may not be extended beyond a
date that is 20 months after the petition date.

                       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.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

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.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (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.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.  QWI is a public company
created in Canada by Certificate of Amalgamation dated January 1,
1990, pursuant to the Canada Business Corporations Act.  Its
subordinate voting shares, Series 3 Preferred Shares, and Series 5
Preferred Shares are listed on the Toronto Stock Exchange, and it
is the corporate parent of more than 100 subsidiaries.  With its
subsidiaries, QWI provides high value, complete market solutions
and pre-print, print, and post-print services to the leading
retailers, branded goods companies, catalogers, and publishers of
magazines, books, and other printed media all around the world.

Ernst & Young, according to Quebecor World Bankruptcy News, has
explained that QWI requires certain limited relief in the U.S. to
ensure the fair and efficient administration of the CCAA
proceedings. The Monitor thus commenced the Chapter 15 case to
ensure that certain orders of the Canadian Court, particularly the
Claims Procedure Order, and ultimately any order resolving the
CCAA Proceeding, are enforced in the United States.  

The Monitor has asked the U.S. Bankruptcy Court to:

   * recognize QWI's CCAA proceeding as a "foreign main
     proceeding" as defined in Section 1502(4) of the U.S.
     Bankruptcy Code;

   * afford QWI all relief given to foreign main proceedings
     automatically upon recognition;

   * enforce a claims procedure order issued by the Canadian
     Court on September 29, 2008; and

   * approve a form and manner of service of the Chapter 15
     Petition.

QWI, according to the Monitor, operates the second largest
commercial printer in Canada with 16 facilities in five Canadian
provinces offering a diversified mix of printed products and
related value-added services, both within Canada and
internationally.  The vast majority of QWI's operations are
conducted in Canada, and its administrative functions and
corporate marketing, finance, and in-house legal departments are
centralized in Montreal.  Aside from a single satellite office
located in Fribourg, Switzerland, all of QWI's facilities,
tangible assets, and employees are located in Canada.

All of QWI's strategic decision making and corporate management
functions occurs at the Montreal headquarters, the Monitor has
told the U.S. Bankruptcy Court.  All of QWI's board members and
executives, including Jacques Mallette, QWI's President and CEO,
reside in Canada.  All board meetings are held in Montreal and
QWI's books, records and key documents are maintained in Montreal.

QWI's principal banking agreements and debt obligations are
centralized in Canada.  QWI holds bank accounts for the Canadian
operations and corporate activities at Royal Bank of Canada and
the Canadian Imperial Bank of Commerce.  The credit agreement
between QWI as borrower, and RBC, as administrative agent, dated
as of December 15, 2005, evidencing the "Bank Syndicate Facility"
is governed by Canadian law and provides for the exclusive
jurisdiction of the courts of the province of Quebec, judicial
district of Montreal.  As of January 15, 2008, the aggregate
amount outstanding under the Bank Syndicate Agreement was
approximately $733 million.

QWI is also party to a credit agreement dated as of January 13,
2006, with Societe Generale (Canada) as lender providing for an
equipment financing credit facility in the aggregate amount of the
Canadian dollar equivalent of EUR136,165,415 expiring on July 1,
2015.  The Equipment Financing Agreement is governed by the laws
applicable in Quebec and provides for the exclusive jurisdiction
of the courts of the province of Quebec, judicial district of
Montreal.  As of January 16, 2008, the aggregate amount
outstanding under the Equipment Financing Agreement was
$154,926,403.  

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.

The Hon. Robert Mongeon of the Quebec Superior Court has extended
until Dec. 14, 2008, the stay under the Canadian Companies'
Creditors Arrangement Act.

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


RADIO SYSTEMS: Moody's Holds All Ratings; Stabilizes Outlooks
-------------------------------------------------------------
Moody's Investors Service stabilized the rating outlook for Radio
Systems following its improved operating performance leading to
significantly more flexibility under its financial covenants as
well as a recent amendment to its credit facility, which removed a
rating trigger.  At the same time, Moody's affirmed all of Radio
System's ratings, including its corporate family rating at B2, its
probability of default rating at B3 and its senior secured credit
facility rating (term loan and revolver) at B2.

"The stabilization of the ratings outlook reflects Moody's view
that the improvement in the company's operating performance should
enable it to continue to comply with its financial covenants with
ample cushion" said Kevin Cassidy Senior Credit Officer at Moody's
Investors Service.  The stable outlook also reflects Moody's
expectation of a modest, if any, decline in operating performance
due to the continuing decline in discretionary consumer spending.
The outlook further reflects the increased financial flexibility
afforded to the company by the removal of a rating trigger from
the senior secured credit facility.

Radio Systems' ratings are constrained by its modest scale with
revenues less than $250 million, narrow product focus on the
electronic pet supplies category, and, to a lesser degree,
exposure to consumer spending.  On the other hand, Radio Systems'
leading market position within pet containment and training
products, well recognized brand names, and strong operating
margins benefit its ratings.

These ratings were affirmed/assessments revised:

  -- Corporate family rating at B2;
  -- Probability-of-default rating at B3;
  -- $45 million senior secured revolver, due 2011, at B2
     (LGD 3, 31% from LGD3, 32%);

  -- $149 million senior secured term loan B, due 2013, at B2
     (LGD 3, 31% from LGD3, 32%)

Based in Knoxville, Tennessee, Radio Systems Corporation is a
provider of electronic pet containment products, pet training
products, and pet doors.  Invisible Technologies, Inc. provides
pet containment products under the "Invisible Fence" brand name
and other pet training products.  Sales for the twelve month ended
June 30, 2008 approximated $220 million.  On February 6, 2008,
Radio System corporate family rating and its senior secured credit
facility rating (term loan and revolver) were downgraded to B2
from B1 and the probability of default rating was downgraded to B3
from B2.  The outlook was also revised to negative.


RESERVE MGMT: To Liquidate Primary Fund, Returns $20 Billion
------------------------------------------------------------
Kathy Shwiff at Dow Jones Newswires reports that Reserve
Management Corp. will liquidate the assets of The Reserve Primary
Fund and distribute $20 billion to the investors in proportion to
the number of shares they held as of Sept. 15. Dow Jones relates
that the $20 billion to be disbursed on Oct. 13 is 32% of the
Fund's assets at the close of business on Sept. 12.  According to
Dow Jones, Reserve said it is working with the SEC to come up with
a plan to distribute other assets "in a fair and equitable
manner."

According to Dow Jones, Reserve Management said on Sept. 16 that
the net asset value of a $1 share in the $62 billion Fund had
fallen to 97 cents.  Redemptions from investors, totaling two-
thirds of the fund in just two days, worsened problems at the
Fund, Dow Jones states.  The Fund also had investment in Lehman
Brothers Holding Inc., the report says.  Brokers who sold Reserve
Primary Fund -- including TD Ameritrade Holding Corp., Ameriprise
Financial Inc. and Ferris, Baker Watts Inc. -- said that they will
cover up to a 3% loss in the Fund, the report states.

                Government Fund to Liquidate Also

The Board of Trustees of The Reserve Fund said Tuesday that it has
voted to liquidate the assets of The Reserve U.S. Government Fund,
a series of the Trust.   The Board and the Government Fund's
adviser are working diligently and in conjunction with the
Securities and Exchange Commission to develop a plan to distribute
the assets of the Government Fund in a fair and equitable manner.  
The Fund cannot currently estimate when distributions to investors
will be made.  However, the Board and the Fund's adviser are
acting as expeditiously as markets permit to restore liquidity to
investors.  As developments occur, every effort will be made to
communicate them to investors.

                 Int'l Liquidity Fund Takes a Hit

Monday last week, the Board of Directors of Reserve International
Liquidity Fund Ltd. voted to suspend the calculation of the net
asset value of the shares of the Fund, effective after 5:00 p.m.
ET on September 16, 2008.  The Board also voted to suspend all
redemptions from and purchases into the Fund as of September 22,
2008.  The Board took such action to allow for an orderly
realization of the Fund's assets and to ensure that all investors
are treated fairly in the process.  The assets of the Fund, with
the exception of commercial paper and floating rate notes issued
by Lehman Brothers Holdings, Inc., are securities currently rated
not lower than A1, F1 or P1 by at least two nationally recognized
statistical rating organizations and have a fixed value on
maturity.  In a news statement, the company said the Board and the
investment advisor of the Fund are working to develop a plan to
realize the assets of the Fund, either through sales of portfolio
holdings or allowing assets to mature, and to permit investors to
be paid in a manner that is fair and in accordance with the Fund's
constitution and the laws applicable to it.  The Board will
provide details of the plan once it is settled.  The company,
however, noted that while the Board and investment advisor will
work diligently to formulate and implement such plan, they may be
prevented from or delayed in finalizing or implementing such plan
or in realizing the assets due to market or other events.

                     *     *     *          

As reported in the Troubled Company Reporter on Sept. 25, 2008,
Moody's Investors Service downgraded and left on review for
further downgrade 10 money market and bond funds managed by
Reserve Management Company, Inc., including The Reserve Primary
Fund's Caa rating.


RESTRUCTURED ASSET: S&P Puts 'BB' Notes Rating Under Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' rating on the
$75 million notes from Restructured Asset Securities w/ Enhanced
Returns Series 2005-19-C on CreditWatch with negative
implications.
     
The CreditWatch placement reflects the June 10, 2008, placement of
the rating on one of the underlying securities, the class A-3 home
equity loan-backed term notes due June 25, 2034, issued by GMACM
Home Equity Loan Trust 2004-HE1, on CreditWatch with negative
implications.
     
RACERS Series 2005-19-C is a credit-linked note transaction, the
rating on which is based on the lower of (i) the rating assigned
to the underlying securities, the class A-3 home equity loan-
backed term notes due June 25, 2034, issued by GMACM Home Equity
Loan Trust 2004-HE1 ('BB/Watch Neg'); and (ii) the rating assigned
to the reference obligations, the 6.875% senior unsecured notes
due Sept. 15, 2009, issued by Procter & Gamble Co. ('AA-').


RESTRUCTURED ASSET: S&P Junks Rating on $75MM Credit-Linked Certs.
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
$75 million credit-linked certificates from Restructured Asset
Certificates w/Enhanced Returns Series 2006-18-C (ABX_A_06_i) to
'CCC' from 'B'.
     
The rating action reflects the Sept. 17, 2008, lowering of the
rating on the underlying securities, the certificates issued by
RACERS Series 2006-15-A Trust.
     
RACERS 2006-18-C (ABX_A_06_1_i) is a credit-linked transaction,
the rating on which is based on the lower of (i) the rating on the
underlying securities, the certificates issued by RACERS Series
2006-15-A Trust ('CCC'), and (ii) the lowest rating on the
obligations referenced under the credit default swap trade ('B').

The RACERS Series 2006-15-A Trust-related research update,
"Ratings Lowered On 11 Lehman-Related Repackaged Securities," was
published Sept. 17, 2008, on RatingsDirect, the real-time Web-
based source for Standard & Poor's credit ratings, research, and
risk analysis.


RFC CDO: Moody's Slashes $92.5MM Class A-2 Notes to Caa3 from Aa3
-----------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade these notes issued by RFC CDO III Ltd.:

Class Description: $433,500,000 Class A-1 Investor Swap

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Prior Rating Date: April 29, 2008
  -- Current Rating: A2, on review for possible downgrade

Class Description: $92,500,000 Class A-2 Notes Due December 15,
2040

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Prior Rating Date: April 29, 2008
  -- Current Rating: Caa3, on review for possible downgrade

In addition, these notes were downgraded:

Class Description: $50,000,000 Class B Notes Due December 15, 2040

  -- Prior Rating: A3, on review for possible downgrade
  -- Prior Rating Date: April 29, 2008
  -- Current Rating: Ca

Class Description: $12,500,000 Class C Notes Due December 15, 2040

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: April 29, 2008
  -- Current Rating: C

Class Description: $35,000,000 Class D Notes Due December 15, 2040

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Prior Rating Date: April 29, 2008
  -- Current Rating: C

According to Moody's, these rating actions are as a result of the
deterioration in the credit quality of the transaction's
underlying collateral pool consisting primarily of structured
finance securities.


RICHARD HODGES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Richard Owen Hodges
        454 W. Campbell
        Goodlettsville, TN 37072

Bankruptcy Case No.: 08-08904

Chapter 11 Petition Date: September 30, 2008

Court: Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church Street Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926
                  E-mail: Stevelefkovitz@aol.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Richard Owen Hodges's chapter 11 petition with list of 20 largest
unsecured creditors is available for free at:

               http://researcharchives.com/t/s?33443


ROBERT KUSHNER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Robert Kushner
        Valerie Kushner  
        17660 Monterey St., #G
        Morgan Hill, CA 95037

Bankruptcy Case No.: 08-55608

Chapter 11 Petition Date: October 1, 2008

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Merrill E. Zimmershead, Esq.
                  admin@gilroylaw.com
                  Law Offices of Merrill E. Zimmershead
                  7539 Eigleberry St.
                  Gilroy, CA 95020
                  Tel: (408) 842-8363

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

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


ROBEX LLC: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Robex, LLC
        5830 Highway 161
        Springfield, TN 37172

Bankruptcy Case No.: 08-0900

Chapter 11 Petition Date: October 1, 2008

Court: Middle District of Tennessee (Nashville)

Judge: George C. Paine II

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church Street, Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926
                  E-mail: Stevelefkovitz@aol.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Robex LLC's chapter 11 petition with a list of 13 largest
unsecured creditors is available for free at:

               http://researcharchives.com/t/s?3345


SALLY BEAUTY: Sally Holdings LLC Gets $70MM from $400MM Facility
----------------------------------------------------------------
Sally Beauty Holdings, Inc. disclosed in a Securities and Exchange
Commission filing that on Sept. 18, 2008, Sally Holdings LLC, a
subsidiary, borrowed $75 million in principal amount under its
existing $400 million revolving credit facility to increase its
cash position to preserve its financial flexibility in light of
the dislocation of the financial markets.  

The credit facility was established pursuant to a Credit
Agreement, dated Nov. 16, 2006, with respect to an Asset-Based
Loan Facility, among:

   -- Sally Holdings LLC, Beauty Systems Group LLC, and Sally
      Beauty Supply LLC, any canadian borrower from time to time
      that is or will be a party to the agreement, certain
      subsidiaries of Sally Holdings LLC;

   -- the several lenders that are or will be parties to the deal;
      and

   -- Merrill Lynch Capital, a division of Merrill Lynch Business
      Financial Services Inc., as Administrative Agent and
      Collateral Agent, and Merrill Lynch Capital Canada Inc., as
      Canadian Agent and Canadian Collateral Agent.

Currently, GE Business Financial Services, Inc. is the
Administrative Agent and Collateral Agent and GE Canada Finance
Holding Company is the Canadian Agent and Canadian Collateral
Agent under the ABL Credit Agreement.  The funds will be used for
working capital, capital expenditures and other business purposes.

The Company has selected a revolving loan at an adjusted prime-
based rate plus a margin of 0.25%. The rate of interest on this
$75 million revolving loan for the selected interest period is
5.25%.  After taking into account this draw down under the ABL
Credit Agreement, as of September 18, 2008, the Company has an
available capacity of approximately $263 million remaining under
the ABL Credit Agreement.

                        About Sally Beauty

Based in Denton, Texas, Sally Beauty Holdings Inc. (NYSE: SBH)
-- http://www.sallybeautyholdings.com/-- is an international     
specialty retailer and distributor of professional beauty
supplies.  Through the Sally Beauty Supply and Beauty Systems
Group businesses, the company sells and distributes through over
3,500 stores, including approximately 200 franchised units,
throughout the United States, the United Kingdom, Canada, Puerto
Rico, Mexico, Japan, Ireland, Spain and Germany.  

Beauty Systems Group stores, branded as CosmoProf or Armstrong
McCall stores, along with its outside sales consultants, sell up
to 9,800 professionally branded products including Paul Mitchell,
Wella, Sebastian, Goldwell, and TIGI which are targeted
exclusively for professional and salon use and resale to their
customers.  

At June 30, 2008, the company's consolidated balance sheet showed
$1.49 billion in total assets, $2.19 billion in total liabilities,
and $6.1 million in stock options subject to redemption, resulting
in a roughly $701.0 million stockholders' deficit


SALLY BEAUTY: Sageview Capital Discloses 4.2% Equity Stake
----------------------------------------------------------
Sageview Capital Master, L.P., Sageview Capital Partners (A),
L.P., Sageview Capital Partners (B), L.P., Sageview Partners (C)
(Master), L.P., Sageview Capital GenPar, L.P., Sageview Capital
MGP, LLC, Edward A. Gilhuly and Scott M. Stuart disclosed in a
Securities and Exchange Commission filing that they may be deemed
to beneficially own 7,615,346 shares of Sally Beauty Holdings,
Inc.'s common stock, representing 4.2% of the 181,286,320 shares
issued and outstanding as of Aug. 4, 2008.

Based in Denton, Texas, Sally Beauty Holdings Inc. (NYSE: SBH)
-- http://www.sallybeautyholdings.com/-- is an international     
specialty retailer and distributor of professional beauty
supplies.  Through the Sally Beauty Supply and Beauty Systems
Group businesses, the company sells and distributes through over
3,500 stores, including approximately 200 franchised units,
throughout the United States, the United Kingdom, Canada, Puerto
Rico, Mexico, Japan, Ireland, Spain and Germany.  

Beauty Systems Group stores, branded as CosmoProf or Armstrong
McCall stores, along with its outside sales consultants, sell up
to 9,800 professionally branded products including Paul Mitchell,
Wella, Sebastian, Goldwell, and TIGI which are targeted
exclusively for professional and salon use and resale to their
customers.  

At June 30, 2008, the company's consolidated balance sheet showed
$1.49 billion in total assets, $2.19 billion in total liabilities,
and $6.1 million in stock options subject to redemption, resulting
in a roughly $701.0 million stockholders' deficit.


SANDY CREEK: S&P Affirms $1 Bil. Credit Facilities Rating at 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' rating on
Sandy Creek Energy Associates L.P.'s $1 billion ($852 million
outstanding) first-lien senior secured credit facilities following
conclusion of S&P's annual review.  The '2' rating on the
facilities remains unchanged and indicates substantial recovery of
principal in a default scenario.  A $176 million senior secured
term loan at holding company Sandy Creek Holdings LLC is unrated.  
The outlook is stable.
     
Loan proceeds are being used to build the Sandy Creek Energy
Station, a nominal 900 megawatts coal-fired power generation plant
in Riesel, Texas.  The unit will dispatch into the Electric
Reliability Council of Texas (ERCOT)-North subregion of the ERCOT
interconnect.
     
SCEA, a Delaware limited partnership, is the special-purpose,
bankruptcy-remote operating entity formed to build, finance, own,
and operate the plant.  LS Power Group and Dynegy Inc. jointly own
the partnership through their affiliates.  SCEA meets Standard &
Poor's criteria for special-purpose entities, including the
provision of an independent director.


SIGMA FINANCE: Failure to Fix Violation Cues S&P to Junk Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit and
senior debt ratings on Sigma Finance Corp. following its failure
to cure its violation of the liquidity tests and its exposure to
holdings affected by recent market events.  The ratings remain on
CreditWatch negative, where they were placed Sept. 25, 2008.  At
the same time, Standard & Poor's withdrew its rating on the
commercial paper notes.
     
The rating actions follow S&P's lowering of its ratings on Sigma
and its placement of those ratings on CreditWatch negative.  
     
As S&P reported Sept. 25, 2008, Sigma continues to be in violation
of its NCO tests.  The rating action reflects the fact that Sigma
received a notice of default from a repurchase counterparty.  
Unless Sigma and the repo counterparty are able to agree on a
solution, a default under the repo agreement, which enables the
repo counterparty to close out the repo agreement, would occur.  
This could lead to a cross-default with Sigma's other repo
counterparties and debt outstanding.  Sigma may need to begin
liquidating its asset portfolio as additional repo and debt
maturities come due.  If Sigma does need to begin liquidating its
assets, S&P believes that a security trustee will likely be
appointed as early as Oct. 1, 2008.
     
S&P's Sept. 25, 2008, CreditWatch placement anticipated that repo
counterparty behavior was unclear regarding their interest in
extending the repo maturities.  As S&P reported last week, because
Sigma was not able to cure its NCO tests by Sept. 25, 2008, the
vehicle entered into natural amortization mode, which is a
mandatory cessation of capital payments for at least one year.  
The CreditWatch placement also reflects the unchanged nature of
Sigma's holdings in recently impaired credits.
     
S&P is withdrawing its rating on the CP because there is no CP
currently outstanding and S&P does not expect Sigma to issue any
new CP.
     
S&P will continue to monitor Sigma and update its opinion on the
vehicle as it learn more from Sigma.
     
   
       Ratings Lowered and Remaining on Creditwatch Negative
                       Sigma Finance Corp.

        Issue                               Rating
        -----                               ------
                                    To                  From
                                    --                  ----
    Issuer credit rating         CCC-/Watch Neg      A/Watch Neg
    Senior debt                  CCC-/Watch Neg      A/Watch Neg
   
                         Rating Withdrawn
                        Sigma Finance Corp.
   
    Issue                               Rating
    -----                               ------
                               To                  From
                               --                  ----
  Commercial paper             NR                  A-1/Watch Neg


SIMON WORLDWIDE: Shareholders Support Recapitalization
------------------------------------------------------
Simon Worldwide Inc. disclosed in a Securities and Exchange
Commission filing that on Sept. 18, 2008, its stockholders
approved amendments to the Corporation's certificate of
incorporation proposed to effect a recapitalization of the
Corporation pursuant to the terms of the Exchange and
Recapitalization Agreement dated June 11, 2008, between the
Corporation and Overseas Toys, L.P.  

Following stockholder approval, the Corporation filed with the
Secretary of State of Delaware a Restated Certificate of
Incorporation, effecting as of Sept. 18, 2008, these amendments to
the certificate of incorporation:

   -- an increase in the number of authorized shares of the
      Corporation's Common Stock from 50,000,000 to 100,000,000;

   -- the conversion and reclassification of the outstanding
      shares of the Corporation's Series A1 Senior Cumulative
      Participating Convertible Preferred Stock into shares of
      Common Stock of the Corporation;

   -- the elimination of the Corporation's Preferred Stock as an
      authorized class of capital stock of the Corporation;

   -- the inclusion of new provisions requiring that a minimum
      number of directors not affiliated with and independent of
      Overseas Toys and providing for specified manners in which
      vacancies of the independent directors will be filled and
      the independent directors may be removed;

   -- the inclusion of a new requirement that independent
      directors approve certain business combinations involving
      related party transactions;

   -- the inclusion of a new requirement that the officers of the
      Corporation take the steps necessary to cause the
      dissolution and liquidation of the Corporation under certain
      circumstances unless a specified business combination is
      timely consummated;

   -- the inclusion of a new provision specifying that a
      dissolution and liquidation of the Corporation would not be
      required to occur if Overseas Toys timely makes an offer to
      buy the outstanding stock of the Corporation it does not
      already own under certain circumstances and timely
      consummates the offer by having purchased all shares of
      stock properly and timely tendered and not withdrawn
      pursuant to the terms of the offer;

   -- the inclusion of a new restriction on the ability of the
      Corporation to enter into a business combination or other
      investment transaction outside the ordinary course of
      business that would not be of at least a specified size; and

   --- the inclusion of a new provision specifying the approvals
       required to amend Article XII of the Amended Charter.

Pursuant to the terms of the Recapitalization Agreement, these
provisions of the Securities Purchase Agreement on Sept. 1, 1999,
between the Corporation and Overseas Toys were terminated
effective upon the filing of the Amended Charter:

   -- Section 4.5, in which the Corporation made certain
      continuing covenants to Overseas Toys as the holder of the
      Series A Preferred Stock, including covenants relating to
      the representation of Overseas Toys on the Board of
      Directors of the Corporation;

   -- Section 5.7, in which Overseas Toys agreed except in certain
      specified circumstances not to (a) purchase additional
      capital stock of the Corporation or (b) make or participate
      in any solicitation of proxies to vote any securities of the
      Corporation; and

   -- Section 5.8, in which Overseas Toys agreed to cause one or
      more of its representatives to resign from the Board of
      Directors of the Corporation in the event its ownership
      interest in the Corporation fell below certain specified
      levels.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 8, 2008, BDO
Seidman, LLP, in Los Angeles, espressed substantial doubt about
Simon Worldwide 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.  BDO Seidman pointed to
the company's stockholders' deficit, significant losses from
operations, and lack of any operating revenue.

                      About Simon Worldwide

Headquartered in Los Angeles, Calif., Simon Worldwide Inc. (OTC:
SWWI) was prior to August 2001, a multi-national, full service
promotional marketing company. In August 2001, McDonald's
Corporation, the company's principal customer, terminated its 25-
year relationship with the company as a result of the embezzlement
by a former company employee of winning game pieces from
McDonald's promotional games administered by the company.  

As a result of the loss of its customers, the company no longer
has any operating business.  Since August 2001, the company has
concentrated its efforts on reducing its costs and settling
numerous claims, contractual obligations, and pending litigation.  
As a result of these efforts, the company has been able to resolve
a significant number of outstanding liabilities that existed at
Dec. 31, 2001, or arose subsequent to that date.  At June 30,
2008, the company had reduced its workforce to 4 employees from
136 employees at Dec. 31, 2001.  The company is currently managed
by the chief executive officer, together with a principal
financial officer and an acting general counsel.

Simon Worldwide's consolidated balance sheet at June 30, 2008,
showed $20,026,000 in total assets, $1,158,000 in total
liabilities, and $34,374,000 in redeemable preferred stock,
resulting in a $15,506,000 stockholders' deficit.

The company reported net income of $1,560,000 for the second
quarter ended June 30, 2008, compared with a net loss of $380,000
for the same period last year.


SIMON WORLDWIDE: Ron Burkle, et al., Disclose 70% Equity Stake
--------------------------------------------------------------
Ronald Burkle, OA3 LLC, Multi-Accounts LLC, and Overseas Toys,
L.P. disclosed in a Securities and Exchange Commission filing that
they may be deemed to beneficially own 37,940,756 common shares of
Simon Worldwide, Inc., representing 70% of the shares issued and
outstanding as of Sept. 23, 2008.   

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 8, 2008, BDO
Seidman, LLP, in Los Angeles, espressed substantial doubt about
Simon Worldwide 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.  BDO Seidman pointed to
the company's stockholders' deficit, significant losses from
operations, and lack of any operating revenue.

                      About Simon Worldwide

Headquartered in Los Angeles, Calif., Simon Worldwide Inc. (OTC:
SWWI) was prior to August 2001, a multi-national, full service
promotional marketing company. In August 2001, McDonald's
Corporation, the company's principal customer, terminated its 25-
year relationship with the company as a result of the embezzlement
by a former company employee of winning game pieces from
McDonald's promotional games administered by the company.  

As a result of the loss of its customers, the company no longer
has any operating business.  Since August 2001, the company has
concentrated its efforts on reducing its costs and settling
numerous claims, contractual obligations, and pending litigation.
As a result of these efforts, the company has been able to resolve
a significant number of outstanding liabilities that existed at
Dec. 31, 2001, or arose subsequent to that date.  At June 30,
2008, the company had reduced its workforce to 4 employees from
136 employees at Dec. 31, 2001.  The company is currently managed
by the chief executive officer, together with a principal
financial officer and an acting general counsel.

Simon Worldwide's consolidated balance sheet at June 30, 2008,
showed $20,026,000 in total assets, $1,158,000 in total
liabilities, and $34,374,000 in redeemable preferred stock,
resulting in a $15,506,000 stockholders' deficit.

The company reported net income of $1,560,000 for the second
quarter ended June 30, 2008, compared with a net loss of $380,000
for the same period last year.


SOLOMON TECHNOLOGIES: Gives 18.7MM Shares to 4 Debenture holders
----------------------------------------------------------------
Solomon Technologies Inc. disclosed in a Securities and Exchange
Commission filing that on Sept. 16, 2008, it issued 12,639,504
shares of Common Stock to four holders of its Variable Rate Self-
Liquidating Senior Secured Convertible Debentures due April 19 and
Sept. 1, 2009.  These shares of Common Stock were issued pursuant
to the pre-redemption provisions of the Debentures.

On Sept. 6, 2008, Solomon Technologies issued 6,097,511 shares of
common stock, par value $0.001 per share, to one holder of its
Senior Secured Promissory Notes upon conversion of $100,000 of the
holder's Note.

                    About Solomon Technologies

Headquartered in Tarpon Springs, Florida, Solomon Technologies
Inc. (OTC BB: SOLM.OB) -- http://www.solomontechnologies.com/--    
through its Motive Power and Power Electronics divisions,
develops, licenses, manufactures and sells precision electric
power drive systems.

Solomon Technologies Inc.'s consolidated balance sheet at
March 31, 2008, showed $9,094,518 in total assets and $15,239,105
in total liabilities, resulting in a $6,144,587 total
stockholders' deficit.

                           *     *     *

Eisner LLP, in New York, expressed substantial doubt about Solomon
Technologies Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2007.  The auditing firm reported that the
company has incurred significant recurring operating losses, has a
working capital deficit and capital deficit, is delinquent in the
payment of payroll taxes and balances to certain employees, and is
in default of certain notes and debentures.


SYNCHRONOUS AEROSPACE: Low Earnings Prompt S&P's Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
aerospace supplier Synchronous Aerospace Group to negative from
stable.  At the same time, S&P affirmed its ratings, including the
'B' long-term corporate credit rating, on the company.  
Synchronous has about $75 million of debt outstanding.  The
ratings were subsequently withdrawn at the company's request.
      
"The outlook revision was based on lower-than-expected earnings
and very limited liquidity," said Standard & Poor's credit analyst
Roman Szuper.  Similar to other suppliers, the company's 2008
revenues and profits have been decreased somewhat by delays on the
Boeing 787 jetliner, which has reduced cushion under financial
covenants in Synchronous' credit facility.  Furthermore, although
the company has an unused $20 million revolver, its access is
constrained by financial covenants. Cash balances are modest.  The
strike at Boeing Co.'s commercial airplanes operations that
started in early September 2008, which has affected suppliers to
various degrees, adds to those risks.

While Synchronous' production volumes have not been affected
materially to date, a prolonged Boeing strike will have a more
significant effect.  Although related revenues will ultimately be
recovered as aircraft deliveries resume, Synchronous' cash flows
are likely to be affected in the interim, which would heighten
liquidity concerns and potential for covenant breaches.
     
The ratings (prior to their withdrawal) on Synchronous reflected a
highly leveraged financial profile, a small revenue base with
limited customer and program diversity, and the cyclical and
competitive nature of the commercial aerospace supplier industry.  
These factors are offset somewhat by a record order backlog of
commercial airplanes and long-term customer agreements.
     
In August 2007, Synchronous was acquired by Littlejohn & Co. LLC,
a private equity firm, financed largely with a $95 million credit
facility and preferred stock held by the sponsor and management.  
Treating the preferred stock as debt, which is Standard & Poor's
current methodology, leverage is very high, with debt to EBITDA
about 8.5x and funds from operations to debt of about 10%.  S&P
expects the company to show some improvement in credit measures as
earnings grow and debt is repaid with excess cash flows.  
Synchronous does not publicly release financial data.

Santa Ana, California-based Synchronous is a Tier II supplier of
highly complex machined parts, assemblies, kits, and replacement
spare parts mostly for commercial airplanes, but also military
fixed wing aircraft, military rotorcraft, and space.

Synchronous has grown through a series of acquisitions, mostly of
entities that were having financial or operational difficulties.  
Profitability has benefited as results of the acquired facilities
improved, and unprofitable contracts are renegotiated or exited.  
S&P expects the company's operating margins to be satisfactory,
although the absolute amount of earnings is small.


SYNOVICS PHARMACEUTICALS: Maneesh Pharma Discloses 55.1% Stake
--------------------------------------------------------------
Maneesh Pharmaceuticals Ltd., Vinay R. Sapte and Maneesh Sapte,
disclosed in a Securities and Exchange Commission filing that they
may be deemed to beneficially own 28,804,700 shares of Synovics
Pharmaceuticals Inc.'s common stock, representing 55.1% of the
shares issued and outstanding.

Svizera Holdings B.V. beneficially owns 23,304,700 shares of
Common Stock, which represent 44.6% of the shares issued and
outstanding.

As the directors of Maneesh and Svizera, Messrs. Vinay and Maneesh
Sapte are authorized to effect transactions concerning these
shares of Common Stock on behalf of Maneesh and Svizera.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 21, 2008,
Miller, Ellin & Company LLP, in New York, expressed substantial
doubt about Synovics Pharmaceuticals Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Oct. 31,
2007.  The auditing firm stated that the company has negative
working capital and has experienced significant losses and
negative cash flows.

                  About Synovics Pharmaceuticals

Based in Ft. Lauderdale, Fla., Synovics Pharmaceuticals Inc.
(OTC BB: SYVC) -- http://www.bionutrics.com/-- through its   
subsidiaries, engages in the development, manufacture, and
commercialization of generic over-the-counter (OTC) pharmaceutical
products and generic prescription drug products.  The company's
OTC product categories include analgesics, cough, cold,
antihistamines, asthma relief, and laxatives.  It also offers
private label solid dosage Rx products, including Estratest, a
product used by post-menopausal women.

Synovics Pharmaceuticals packages and distributes its private
label, or store brand OTC products to chain drug stores,
wholesalers, and distributors in the United States.  It has a
strategic partnership with Maneesh Pharmaceuticals Pvt. Ltd.  The
company was founded in 1983.  It was formerly known as Bionutrics
Inc.

Synovics Pharmaceuticals Inc.'s posted $4.7 million in net losses
on $18.1 million in net revenues for nine months ended July 31,
2008, compared with $16.6 million in net losses on $18.1 million
in net revenues for nine months ended July 31, 2008.

Synovics posted $489,670 in net profit on $7.7 million in net
revenues for the three months ended July 31, 2008, compared with
$7.5 million in net losses on $6.9 million in net revenues for the
three months ended July 31, 2007.

Synovics Pharmaceuticals Inc.'s consolidated balance sheet at July
31, 2008, showed $23.6 million in total assets and $19.6 million
in total liabilities, and $4.0 million in stockholders' equity.

At July 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $6.8 million in total current
assets available to pay $14.1 million in total current
liabilities.


TEKOIL & GAS: Section 341(a) Meeting Scheduled for October 2
------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Tekoil and
Gas Gulf Coast, LLC's creditors on Oct. 2, 2008, at 11:00 a.m., at
Houston, 515 Rusk Suite 3401.

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

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

The last day to oppose discharge or dischargeability is on
Dec. 1, 2008.  The deadline for the filing of proofs of claims is
on Dec. 31, 2008.

                           About Tekoil

Based in Houston, Tekoil & Gas Corporation and its subsidiaries
-- http://www.tekoil.com/-- say they are into acquiring,  
stimulating, rehabilitating and improving the assets of small to
medium sized oil and gas properties in North America.  Tekoil &
Gas owns interests in four oil and gas properties, including the
Trinity Bay, Redfish Reef, Fishers Reef, and North Point Bolivar
fields located in Galveston Bay, Texas.  The company was
incorporated in Florida in 2004.

The company filed for Chapter 11 protection on June 10, 2008
(Bankr. S.D. Tex. Case No. 08-80270). Edward L. Rothberg, Esq., at
Weycer Kaplan Pulaski & Zuber, Nancy Lee Ribaudo, Esq., and
Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, represent the
Debtor as counsel.  David Ronald Jones, Esq., John F. Higgins, IV,
Esq., and Joshua Nielson Eppich, Esq., at Porter and Hedges LLP,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtor filed for protection from its creditors,
it listed assets of $10 million to $50 million, and liabilities of
$10 million to $50 million.

Based in Spring, Texas, Tekoil and Gas Gulf Coast, LLC is an
acquisition subsidiary of Tekoil & Gas Corp.  The company filed a
separate petition for Chapter 11 relief on Aug. 29, 2008 (S.D.
Tex. Case No. 08-80405).  Patrick J. Neligan, Jr., Esq., at
Neligan Foley LLP represents Tekoil and Gas Gulf Coast as counsel.  
When Gulf Coast filed for protection from its creditors, it listed
assets of $50 million to $100 million, and debts of $10 million to
$50 million.


TEKOIL & GAS: Wants Plan Exclusivity Period Extended to Dec. 29
---------------------------------------------------------------
Tekoil & Gas Corp. asks the U.S. Bankruptcy Court for the Southern
District of Texas to extend its exclusive period to:

  a) file a plan through and including Dec. 29, 2008; and

  b) solicit acceptances of the plan to Feb. 25, 2009.

The Debtor told the Court that on Aug. 29, 2008, Tekoil and Gas
Gulf Coast, LLC filed its voluntary petition for Chapter 11 relief
with the Court.  The Debtor told the Court that it owns a 75%
limited liability company membership interest in Gulf Coast and is
the guarantor of Gulf Coast's prepetition credit facilities with
J. Aron and Company and other lenders.  The company and Gulf coast
have requested joint administration of their bankuptcy cases.

The Dec. 29, 2008 deadline coincides with Gulf Coast's exclusivity
period.

The Debtor told the Court that it anticipates filing a consensual
joint plan of reorganization but because of the disparate petition
dates, the Debtor's exclusivity period will terminately nearly two
months prior to Gulf Coast's exclusivity period.  Furthermore
under the terms of its DIP financing which J. Aron and Company
agreed to provide to the Tekoil & Gas and Gulf Coast, an event of
default will occur when either Debtor ceases to have the exclusive
right to file a plan of reorganization.  In addition the Debtor
told the Court that it is still assessing the full impact of
Hurricane Ike on Gulf Coast's business and this will cause a delay
in their efforts to formulate a plan.

                        About Tekoil & Gas

Based in Houston, Tekoil & Gas Corporation and its subsidiaries
-- http://www.tekoil.com/-- say they are into acquiring,  
stimulating, rehabilitating and improving the assets of small to
medium sized oil and gas properties in North America.  Tekoil &
Gas owns interests in four oil and gas properties, including the
Trinity Bay, Redfish Reef, Fishers Reef, and North Point Bolivar
fields located in Galveston Bay, Texas.  The company was
incorporated in Florida in 2004.

The company filed for Chapter 11 protection on June 10, 2008
(Bankr. S.D. Tex. Case No. 08-80270). Edward L. Rothberg, Esq., at
Weycer Kaplan Pulaski & Zuber, Nancy Lee Ribaudo, Esq., and
Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, represent the
Debtor as counsel.  David Ronald Jones, Esq., John F. Higgins, IV,
Esq., and Joshua Nielson Eppich, Esq., at Porter and Hedges LLP,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtor filed for protection from its creditors,
it listed assets of $10 million to $50 million, and liabilities of
$10 million to $50 million.

Based in Spring, Texas, Tekoil and Gas Gulf Coast, LLC is an
acquisition subsidiary of Tekoil & Gas Corp.  The company filed a
separate petition for Chapter 11 relief on Aug. 29, 2008 (S.D.
Tex. Case No. 08-80405).  Patrick J. Neligan, Jr., Esq., at
Neligan Foley LLP represents Tekoil and Gas Gulf Coast as counsel.  
When Gulf Coast filed for protection from its creditors, it listed
assets of $50 million to $100 million, and debts of $10 million to
$50 million.


TEKOIL & GAS: Court OKs Brad Walker as Chief Restructuring Officer
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
granted Tekoil and Gas Gulf Coast, LLC, permission to employ Brad
Walker as chief restructuring officer.

Mr. Walker will provide, among other things, consulting services
and certain management services with respect to developing and
implementing programs, negotiations and transsactions to
restructure certain obligations of the Debtor.  Mr. Walker will
fulfill a critical service that complements the services provided
by the Debtor's other restructuring professionals.  Mr. Walker
will concentrate his efforts on formulating strategic alternatives
to assist the Debtor in its efforts for a slae of its Properties
and a successful restructuring.  Mr. Walker will coordinate with
other professionals hired by the Debtor to eliminate unnecessary
duplication or overlap of work.

The Debtor assures the Court of Mr. Walker's disinterestedness.  
Mr. Walker doesn't have any conncetion with the Debtors or any
potential party-in-interest or the Trustee in the matters for
which Mr. Walker is proposed to be employed.

The Debtor will compensate Mr. Walker a weekly rate of $8,000 for
services performed as CRO.  Upon resolution of assets, a bonus fee
of $25,000 will be paid to Mr. Walker, plus an additional $25,000
for meeting or exceeding the Dec. 31, 2008 deadline established by
the Court for the resolution of assets.  Mr. Walker also required
a retainer of $10,000.

                           About Tekoil

Based in Houston, Tekoil & Gas Corporation and its subsidiaries
-- http://www.tekoil.com/-- say they are into acquiring,  
stimulating, rehabilitating and improving the assets of small to
medium sized oil and gas properties in North America.  Tekoil &
Gas owns interests in four oil and gas properties, including the
Trinity Bay, Redfish Reef, Fishers Reef, and North Point Bolivar
fields located in Galveston Bay, Texas.  The company was
incorporated in Florida in 2004.

The company filed for Chapter 11 protection on June 10, 2008
(Bankr. S.D. Tex. Case No. 08-80270). Edward L. Rothberg, Esq., at
Weycer Kaplan Pulaski & Zuber, Nancy Lee Ribaudo, Esq., and
Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, represent the
Debtor as counsel.  David Ronald Jones, Esq., John F. Higgins, IV,
Esq., and Joshua Nielson Eppich, Esq., at Porter and Hedges LLP,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtor filed for protection from its creditors,
it listed assets of $10 million to $50 million, and liabilities of
$10 million to $50 million.

Based in Spring, Texas, Tekoil and Gas Gulf Coast, LLC is an
acquisition subsidiary of Tekoil & Gas Corp.  The company filed a
separate petition for Chapter 11 relief on Aug. 29, 2008 (S.D.
Tex. Case No. 08-80405).  Patrick J. Neligan, Jr., Esq., at
Neligan Foley LLP represents Tekoil and Gas Gulf Coast as counsel.  
When Gulf Coast filed for protection from its creditors, it listed
assets of $50 million to $100 million, and debts of $10 million to
$50 million.


TIM DODSON: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Tim Dodson
        4400 Seagrove Road
        Portsmouth, VA 23703

Bankruptcy Case No.: 08-73311

Chapter 11 Petition Date: October 1, 2008

Court: Eastern District of Virginia (Norfolk)

Debtor's Counsel: Kelly Megan Barnhart, Esq.
                  kbarnhart@mclfirm.com
                  Marcus Crowley & Liberatore, P.C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Tim Dodson's chapter 11 petition with list of 11 largest unsecured
creditors is available for free at:

               http://researcharchives.com/t/s?3346


THORNBURG MORTGAGE: S&P Keeps 'SD' Rating Until Offer Is Finalized
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating on
Thornburg Mortgage Inc. will remain at 'SD' until the company's
preferred exchange offer is finalized.  S&P will then evaluate the
viability of Thornburg's business model and its future financial
prospects.  S&P believes that if the tender offer is unsuccessful,
funding costs will be too high relative to the company's earnings
generation capacity.  S&P would view a successful tender offer as
a positive sign, but Thornburg would continue to face challenges
to its business, given the difficult state of the housing market
and the economy in general.  Either way, S&P believes Thornburg
will have trouble raising preferred or common equity capital,
which is significant given the company's REIT status and its
reliance on the issuance of capital to grow its business.

The tender offer is part of an agreement that will allow the
company to reduce funding costs on its newly issued senior
subordinated secured notes and eliminate the participation
agreement with its new lenders.  Thornburg has changed the offer
terms so that preferred shareholders will now receive three shares
of common stock for every share of preferred stock (after taking
into account the 10-for-1 reverse stock split effective Sept. 26,
2008).  There will be no cash consideration.  Thornburg missed the
original deadline to tender its preferred shares due to liquidity
constraints, affecting its ability to pay the cash portion of the
previous tender offer and meet its other debt obligations as they
come due.  Thornburg has extended the deadline of the exchange
offer to Oct. 31, 2008.


TOWERS OF CHANNELSIDE: Court Confirms 2nd Amended Chapter 11 Plan
-----------------------------------------------------------------
The Hon. K. Rodney May of the United States Bankruptcy Court for
the Middle District of Florida confirmed a second amended Chapter
11 plan of reorganization filed by The Towers of Channelside LLC
on Aug. 29, 2008, in the United States Bankruptcy Court for the
Middle District of Florida, Tampa Division.

In conjunction with confirming the Debtor's plan, Judge May
approved supplement to disclosure statement and modifications to
the plan.  Furthermore, he granted the settlement agreement among
Debtor and a consortium of financial institutions led by Wachovia
Banka, National Association, in accordance to Rule 9019 of the
Federal Rules of Bankruptcy Procedure.

Several creditors objected to the Debtor's amended plan including,
among other things, the Official Committee of Unsecured Creditors,
the United States Trustee, Obione Channelside Tower 601 LLC,
Obieone Channelside Tower 701 LLC, Obieone Real Invest 1 LLC,
Obieone Channelside Tower 1101 LLC, Obieone Channelside Tower GP4
LLC and Towers 601 Inc., and CT Towers LLC.  The Committee argued
that the plan:

    i) violates the absolute priority rule Section
       1129(b)(1)(B)(ii) as the members of the Debtor retain
       their equity interest in the Debtor, and they will receive
       unreasonable compensation on account of their equity
       interest in a thinly disguised scheme to circumvent the
       absolute priority rule;

   ii) fails to comply with all applicable provisions of Title 11;
       and

  iii) contain improper release of injunctions as to non-debtor.

All Objections are overruled with prejudice.

                   Overview of the Amended Plan

The amended plan creates a mechanism for the sale of units, the
funding of ongoing operating expenses, and the payment of creditor
claims.  This is accomplished by creating a "waterfall" for the
distribution of net sales proceeds between creditor constituencies
after ensuring that post-confirmation operating expenses,
including interest to Wachovia Bank, National Association, and
certain secured and priority claims are adequately funded and
paid.  Under this approach, two secured creditors, Batson-Cook of
Tampa Inc. and CIT Technology Financing Services Inc., will be
paid deferred amounts in full settlement of their allowed secured
claims.

Wachovia's secured claims is projected to be paid from funds
derived from the sale of units.  After Wachovia has been paid in
full, unsecured creditors will receive remaining funds until they
are paid the allowed amount of their claims in full or until all
units are sold.  Management will receive fixed and incentive
compensation to ensure their continued service and to motivate
them to achieve the highest possible payment level to all
creditors.

The amended plan classifies interests against and claims in the
Debtor in seven classes.  The classification of interests and
claims are:

                 Treatment of Interests and Claims

     Class            Type of Claims                Treatment
     -----            --------------                ---------
     unclassified     administrative claims

     1                priority claims               unimpaired

     2                secured claim of Wachovia     impaired
                       Bank

     3                secured claim of Batson-Cook  impaired
                       of Tampa Inc.

     4                secured claim of CIT          unimpaired
                       Technology Financing
                       services Inc.

     5                secured claim of disputed     unimpaired
                       deposit claimants

     6                general unsecured claims      impaired

     7                equity interests              unimpaired

All Administrative and Priority Claims will be paid in full.

Each Holders of class 1 priority claims will be paid in cash on
the plan's effective date in accordance with Section 1129(a)(9)(b)
of the Bankruptcy Code.

Class 2 secured claim of Wachovia will be paid the allowed amount
of its secured claim plus monthly interest payments of 5% per
annum on the principal balance remaining unpaid from time to time.  
Said interest payments will begin on the first day of the month
following the effective date and will continue on the first day of
each month until the Wachovia's claim will be paid in full.  
Wachovia's interest payments will be paid from the Debtor's
operating account.

After the amended plan's effective date, Class 3 secured Claim of
Batson-Cook will be paid, among other things:

   -- $1,501,386 from the lender, which is an amount equal to the
      undisbursed construction balance; and

   -- $400,000 from the Debtor, which amount will be paid from the
      deposits held by the Debtor, free and clear of any liens.

On amended plan's effective date, Class 4 secured Claim of CIT
will be paid through 12 monthly payments of $200 plus monthly
interest at 5% per annum, starting on the effective date and
continuing on the same day of each succeeding month.

The Debtor will provide a written request to the applicable escrow
agent to pay (i) holders of Class 5 secured claim of disputed
deposit claimants the amount of its allowed secured claim and (ii)
the Debtor the remaining amount held in escrow attributable to the
disputed deposit claim.

After the payment of Class 2 and 3 in full, holders of Class 6
general unsecured claims will receive a cash distribution on
account of their allowed unsecured claim and will continue on a
periodic basis until the earlier of payment in full of all allowed
unsecured claims.  The distributions will be funded from the sale
proceeds of condominium units.  All Class 6 claims will be paid in
full, the gross proceeds from the sale of units will be disbursed
by the closing agent:

   a) to the Debtor in an amount not to exceed 25% of the
      proceeds, less any amounts used by the closing agent to pay
      closing costs; and

   b) the balance will be deposited in a trust account maintained
      by the distribution agent for the sole and exclusive benefit
      of the Class 6 holders.

Furthermore, upon payment in full of Wachovia's allowed secured
claims, if the amount of cash in the Debtor's operating account
exceeds $3.5 million, the Debtor will transfer all amount in
excess of $3.5 million to the trust account, which will bear
interest, for distribution to Class 6 holders.  Payments to Class
6 holders will be made on a pro rata basis.

Class 7 Equity holders will remain in effect but holders will not
receive any distributions on account of their interest after all
allowed claims are paid under the Plan.

A full-text copy of the Debtor's second amended chapter 11 plan of
reorganization is available for free at:

               http://ResearchArchives.com/t/s?334d
               
A full-text copy of the settlement agreement with the Debtor and
Wachovia, et al., is available for free at:

               http://ResearchArchives.com/t/s?334e

A full-text copy of the Debtor's supplement to Disclosure
Statement is available for free at:

               http://ResearchArchives.com/t/s?3076

A full-text copy of the Debtor's disclosure statement dated April
24, 2008, is available for free at

               http://ResearchArchives.com/t/s?3074  

Based in Plant City, Florida, the Towers of Channelside, LLC --
http://www.towersatchannelside.com/-- operates a 29-story twin         
tower condominium overlooking the Tampa Bay area.  The developer
filed for Chapter 11 protection on Jan. 25, 2008 (Bankr. M.D. Fla.
Case No. 08-00939).  Edward J. Peterson, III, Esq. and Harley E.
Riedel, Esq., at Stichter Riedel Blain & Prosser P.A., represent
the Debtor in its restructuring efforts.  The Official Committee
of Unsecured Creditors appointed in this bankruptcy case has
selected Forizs & Dogali, P.L. as its counsel.  As reported in the
Troubled Company Reporter on March 4, 2008, the Debtor's schedules
showed total assets of $109,783,667 and total debts of
$94,258,253.

                       
TOWERS OF CORAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Towers of Coral Springs, Ltd.
        2855 N. University Drive, Suite 430
        Coral Springs, FL 33065

Bankruptcy Case No.: 08-24557

Type of Business: The Debtor owns a condominium.

Chapter 11 Petition Date: October 1, 2008

Court: Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Brian S Behar, Esq.
                  bsb@bgglaw.net
                  Behar, Gutt & Glazer, P.A.
                  2999 NE 191 St., 5 Floor
                  Aventura, FL 33180
                  Tel: (305) 931-3771

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Heller Capital Mgmt. Inc.                            $8,104,337
c/o Alaine S. Greenberg, Esq.
401 E. Las Olas Blvd., #2000
Fort Lauderdale, FL 33301

Citrus Investments Corp.                             $600,000
1835 NE Miami Gardens Drive, #144
N. Miami Beach, FL 33179

GEMSA                                                $108,970
File 55307
Los Angeles, CA 90074

Weeks & Callaway                                     $21,471

Otis Elevator                                        $21,471

Regions Bank                                         $18,000

FL Power & Light                                     $9,777

Washington Mutual                                    $9,330

Florida Dept. of Revenue                             $8,156

Azvero's                                             $7,910

JLS Landscape                                        $7,186

Baum & Co.

Fl Coast Elevator                                    $3,931

RainTree Properties                                  $3,684

Luis Mora                                            $3,500

Waste Management                                     $3,401

City of Coral Springs                                $3,112

Mittelberg Nicosia & Miron                           $2,523

REVOC                                                $2,000

Pyke                                                 $1,891


TRANSMERIDIAN EXPLO: June 30 Balance Sheet Upside-Down by $50.1MM
-----------------------------------------------------------------
Transmeridian Exploration Inc.'s consolidated balance sheet at
June 30, 2008, showed $387.7 million in total assets,
$380.6 million in total liabilities, and $99.3 million in
redeemable convertible preferred stock, resulting in a
$50.1 million total stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $13.7 million in total current
assets available to pay $58.1 million in total current
liabilities.

The company said these matters raise substantial doubt about its
ability to continue as a going concern.

The company reported a net loss of $12.5 million on oil sales of
$13.6 million for the first quarter ended June 30, 2008, compared
with a net loss of $14.8 million on oil sales of $11.2 million in
the corresponding period a year ago.

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?3334

                  About Transmeridian Exploration

Based in Houston, Transmeridian Exploration Inc. (AMEX: TMY) --
http://www.tmei.com/-- is an independent energy company
established to acquire and develop oil reserves in the Caspian Sea
region of the former Soviet Union.  The company's primary oil and
gas property is the South Alibek Field in the Republic of
Kazakhstan covered by License 1557 and the related exploration and
production contracts with the government of Kazakhstan.

Transmeridian Exploration's consolidated balance sheet at
June 30, 2008, showed US$402.2 million in total assets,
US$341.2 million in total liabilities, and US$92.5 million in
redeemable convertible preferred stock, resulting in a
US$31.5 million total stockholders' deficit.

                       Going Concern Doubt

UHY LLP in Houston raised substantial doubt on Transmeridian'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, stockholders' deficit, and
operating losses since its inception.  


TRANSMERIDIAN EXPLORATION: Receives Delisting Notice from AMEX
--------------------------------------------------------------
Transmeridian Exploration Incorporated disclosed in a Securities
and Exchange Commission filing that on Sept. 23, 2008, it received
notice from the American Stock Exchange indicating that the
Company is not in compliance with certain continued listing
standards of the AMEX.

Based on a review of the Company's Form 10-Q for the quarter ended
June 30, 2008, the AMEX determined that the Company is not in
compliance with:

   -- Section 1003(a)(i) of the AMEX Company Guide due to
      stockholders' equity of less than $2,000,000 and losses from
      continuing operations and net losses in two of its three
      most recent fiscal years;

   -- Section 1003(a)(ii) of the Company Guide due to
      stockholders' equity of less than $4,000,000 and losses from
      continuing operations and net losses in three of its four
      most recent fiscal years; and

   -- Section 1003(a)(iii) of the Company Guide due to
      stockholders' equity of less than $6,000,000 and losses from
      continuing operations and net losses in five of its most
      recent fiscal years.

On May 22, 2008, the AMEX notified the Company that it was not in
compliance with Section 1003(a)(iv) of the Company Guide in that
it had sustained losses which were so substantial in relation to
its overall operations or its existing financial resources, or its
financial condition had become so impaired that it appeared
questionable, in the opinion of the AMEX, as to whether the
Company would be able to continue operations or meet its
obligations as they matured.

On Aug. 6, 2008, the Company provided the AMEX with its plan of
compliance and supporting documentation and the AMEX accepted the
Plan and granted the Company an extension until October 31, 2008
to regain compliance with Section 1003(a)(iv) of the Company
Guide.

In order to maintain its AMEX listing, the Company has informed
the AMEX that it intends to supplement the Plan by Oct. 7, 2008,
to address how it intends to regain compliance with Section
1003(a)(iv) of the Company Guide by Oct. 31, 2008 and Sections
1003(a)(i), (ii) and (iii) of the Company Guide by March 23, 2010.

The Revised Plan is expected to include quarterly financial
projections and details related to the transactions contemplated
under the Amended and Restated Investment Agreement, dated as of
June 11, 2008 and amended and restated as of Sept. 22, 2008,
between the Company and United Energy Group Limited, an exempted
company with limited liability existing under the laws of Bermuda.

The AMEX will evaluate the Revised Plan and make a determination
as to whether the Company has made a reasonable demonstration of
an ability to regain compliance with the AMEX continued listing
standards.  If the Revised Plan is accepted, the Company may be
able to continue its listing through the Plan Periods, during
which time the Company will be subject to periodic review to
determine whether it is making progress consistent with the
Revised Plan.

If the Revised Plan is not accepted, the Company may be subject to
delisting proceedings. If the AMEX accepts the Revised Plan but
the Company is not in compliance with all of the AMEX continued
listing standards by March 23, 2010, or if the Company does not
make progress consistent with the Revised Plan during the Plan
Periods, the AMEX staff will initiate delisting proceedings as
appropriate. The Company may appeal a staff determination to
initiate delisting proceedings in accordance with Section 1010 and
Part 12 of the Company Guide.

                  About Transmeridian Exploration

Based in Houston, Transmeridian Exploration Inc. (AMEX: TMY) --
http://www.tmei.com/-- is an independent energy company
established to acquire and develop oil reserves in the Caspian Sea
region of the former Soviet Union.  The company's primary oil and
gas property is the South Alibek Field in the Republic of
Kazakhstan covered by License 1557 and the related exploration and
production contracts with the government of Kazakhstan.

Transmeridian Exploration's consolidated balance sheet at
March 31, 2008, showed US$402.2 million in total assets,
US$341.2 million in total liabilities, and US$92.5 million in
redeemable convertible preferred stock, resulting in a
US$31.5 million total stockholders' deficit.

                       Going Concern Doubt

UHY LLP in Houston raised substantial doubt on Transmeridian'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, stockholders' deficit, and
operating losses since its inception.  


TRANSMERIDIAN EXPLORATION: Amends Exchange Offer Terms  
------------------------------------------------------
Transmeridian Exploration Incorporated and Transmeridian
Exploration Inc. are amending the terms of their exchange offer
and related consent solicitation relating to $290,000,000
aggregate principal amount of TMEI's 12% Senior Secured Notes due
2010 (CUSIP Nos.: 89376NAC2, 89376NAA6, 89376NAB4, U87289AB7).

Pursuant to the amended terms of the exchange offer, Transmeridian
and TMEI are offering to exchange $200 in cash and $800 in
principal amount of TMEI's new 12% Senior Secured Notes due 2010
for each $1,000 principal amount of Existing Notes. In the event
that greater than $222,157,000 principal amount of Existing Notes
are validly tendered and not validly withdrawn in the exchange
offer (the principal amount being equal to 90% of the aggregate
principal amount of Existing Notes outstanding, exclusive of the
$43,159,000 principal amount of Existing Notes held by United
Energy Group Limited), Transmeridian and TMEI will:

   -- increase the cash amount paid; and

   -- reduce the principal amount of New Notes issued, for each
      $1,000 principal amount of Existing Notes.

In that case, the aggregate cash amount payable will be equal to
$44,431,400, plus an amount equal to 101% of the principal amount
of Existing Notes validly tendered and not withdrawn in excess of
$222,157,000, and this amount of cash will be allocated ratably to
all holders of Existing Notes accepted for exchange; and the
aggregate principal amount of New Notes issuable will be
$177,726,000, regardless of the principal amount of Existing Notes
tendered, and this principal amount of New Notes will be allocated
ratably to all holders of Existing Notes accepted for exchange.

Upon completion of the transactions specified in the Investment
Agreement between Transmeridian and UEGL, Transmeridian will cause
TMEI to offer to repurchase any Existing Notes not exchanged in
the exchange offer in accordance with their terms. If less than
all of the Existing Notes are so repurchased, TMEI will apply the
amount of cash not used to fully repurchase the Existing Notes to
mandatorily redeem the New Notes on a pro rata basis at par plus
accrued but unpaid interest to the redemption date.  TMEI will not
be required to redeem the New Notes unless the aggregate principal
amount of New Notes to be redeemed is at least $2.0 million.

Holders who have previously tendered Existing Notes will receive
the amended total consideration set forth above and do not need to
re-tender their old notes or take any other action in response to
the amended exchange offer, although any previously tendered
Existing Notes will not count towards the satisfaction of the
requisite consents condition, unless the Existing Notes are
validly withdrawn and validly re-tendered pursuant to the terms
and conditions of an Offering Memorandum and related documents.

Additionally, pursuant to the amended terms of the exchange offer
and related consent solicitation, the collateral securing the
Existing Notes and the New Notes will be expanded to include
intercompany indebtedness, and additional modifications will be
made to certain restrictive covenants limiting the ability of
Transmeridian and its subsidiaries to incur indebtedness, make
restricted payments, enter into transactions with affiliates and
sell certain assets contained in the indenture governing the
Existing Notes -- other than in respect of the asset sale
provisions of the indenture governing the Existing Notes -- and
the indenture that will govern the New Notes.

In connection with the amendment of the terms of the exchange
offer, Transmeridian and TMEI have determined to extend the
expiration time for the exchange offer to 5:00 p.m., New York City
time, on Oct. 7, 2008.

The exchange offer was previously scheduled to expire at
12:00 midnight, New York City time, on Oct. 1, 2008.  

As of 5:00 p.m., New York City time, on Sept. 22, 2008, holders of
an aggregate $16,688,000 principal amount of the Existing Notes
have tendered their Existing Notes into the exchange offer.
Additionally, Transmeridian and TMEI have been advised that the
beneficial owners of in excess of 90% of the aggregate principal
amount of Existing Notes not held by UEGL intend to tender their
Existing Notes into the exchange offer, subject to certain
conditions.

The exchange offer is subject to certain conditions, including but
not limited to the receipt of valid and unrevoked tenders from
holders representing at least 90% of the aggregate principal
amount of the Existing Notes, excluding any Existing Notes held by
UEGL -- at least $222.2 million in aggregate principal amount of
the Existing Notes -- and the receipt of consents from a majority
of the aggregate principal amount of the Existing Notes, excluding
any Existing Notes held by UEGL.  If the beneficial holders that
have advised Transmeridian and TMEI of their intent to tender
their Existing Notes into the exchange offer do so, and do not
subsequently withdraw their Existing Notes from the exchange
offer, the minimum tender condition and requisite consents
condition would be satisfied.

All Existing Notes validly tendered prior to the expiration time
and not validly withdrawn prior to the execution by TMEI, the
guarantors of the Existing Notes and the trustee under the
indenture governing the Existing Notes of a supplemental indenture
and amended and restated security documents implementing the
proposed amendments to the indenture governing the Existing Notes
and related security documents will be eligible to receive the
amended total consideration payable in the exchange offer.  
Because no portion of the amended cash consideration payable in
the exchange offer will constitute a consent payment to be paid
with respect to, and no separate consent payment will be made for,
consents received to the proposed amendments to the indenture
governing the Existing Notes and related security documents,
Transmeridian and TMEI have determined to remove the consent
payment deadline with respect to the exchange offer and related
consent solicitation.

                  About Transmeridian Exploration

Based in Houston, Transmeridian Exploration Inc. (AMEX: TMY) --
http://www.tmei.com/-- is an independent energy company
established to acquire and develop oil reserves in the Caspian Sea
region of the former Soviet Union.  The company's primary oil and
gas property is the South Alibek Field in the Republic of
Kazakhstan covered by License 1557 and the related exploration and
production contracts with the government of Kazakhstan.

Transmeridian Exploration's consolidated balance sheet at
March 31, 2008, showed US$402.2 million in total assets,
US$341.2 million in total liabilities, and US$92.5 million in
redeemable convertible preferred stock, resulting in a
US$31.5 million total stockholders' deficit.

                       Going Concern Doubt

UHY LLP in Houston raised substantial doubt on Transmeridian'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, stockholders' deficit, and
operating losses since its inception.  


TRANSMERIDIAN EXPLORATION: Amends Investment Agreement with UEG
--------------------------------------------------------------
Transmeridian Exploration Incorporated disclosed in a Securities
and Exchange Commission filing that the company and United Energy
Group Limited have agreed to modify certain aspects of the
transactions contemplated by the Investment Agreement entered into
by the parties on June 11, 2008, as amended by letter agreement
dated July 22, 2008.  As a result of these modifications,
Transmeridian and UEG entered into an Amended and Restated
Investment Agreement on Sept. 22, 2008, which amends and restates
the Prior Agreements in their entirety.

Under the terms of the Investment Agreement and consistent with
the Prior Agreements, UEG will:

   -- acquire at least 90% of the outstanding shares of each of
      the 15% senior redeemable convertible preferred stock of
      Transmeridian and the 20% junior redeemable convertible   
      preferred stock of Transmeridian; and

   -- make a cash infusion to fund Transmeridian's ongoing capital
      expenditure program and working capital requirements.  

In exchange for the foregoing, under the terms of the Investment
Agreement, UEG will receive shares of new preferred stock of
Transmeridian. In addition, UEG will exchange any Senior Notes and
New Notes it holds on the date of the closing of the transactions
contemplated by the Investment Agreement for shares of
Transmeridian's common stock and additional warrants to purchase
shares of Transmeridian's common stock.  UEG will also be entitled
to receive shares of Transmeridian's common stock to the extent it
funds the cash consideration payable in the exchange offer for the
Senior Notes, the repurchase of any Senior Notes not exchanged in
the exchange offer and any subsequent redemption of outstanding
New Notes.

Upon the closing of the transactions contemplated by the
Investment Agreement, and UEG's receipt of the New Preferred
Stock, the Warrants, the Additional Warrants and the common stock
to be issued by Transmeridian to UEG in exchange for:

   -- the Senior Notes and New Notes held by UEG;

   -- UEG's funding of the cash consideration payable in the
      exchange offer; and

   -- UEG's funding of the repurchase of any remaining Senior
      Notes or redemption of any outstanding New Notes, UEG
      will hold up to approximately 85% of the capital stock of
      Transmeridian on an as-converted, fully diluted basis
      (assuming that UEG (or its affiliates) will exchange or fund
      the exchange for cash, repurchase and redemption of
      $117,300,000 aggregate principal amount of Senior Notes and
      New Notes, and that UEG purchases all 263,653,960 shares of
      common stock of Transmeridian underlying the Warrants and
      the Additional Warrants, which are exercisable after the
      first anniversary of the date of the closing).

The transactions contemplated by the Investment Agreement are
subject to the approval of UEG's and Transmeridian's shareholders,
regulatory approval and other terms and conditions contained in
the Investment Agreement.

                  About Transmeridian Exploration

Based in Houston, Transmeridian Exploration Inc. (AMEX: TMY) --
http://www.tmei.com/-- is an independent energy company
established to acquire and develop oil reserves in the Caspian Sea
region of the former Soviet Union.  The company's primary oil and
gas property is the South Alibek Field in the Republic of
Kazakhstan covered by License 1557 and the related exploration and
production contracts with the government of Kazakhstan.

Transmeridian Exploration's consolidated balance sheet at
March 31, 2008, showed US$402.2 million in total assets,
US$341.2 million in total liabilities, and US$92.5 million in
redeemable convertible preferred stock, resulting in a
US$31.5 million total stockholders' deficit.

                       Going Concern Doubt

UHY LLP in Houston raised substantial doubt on Transmeridian'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, stockholders' deficit, and
operating losses since its inception.  


TRICADIA CDO: Credit Quality Slide Cues Moody's to Cut Ratings
--------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade these 3 classes of notes issued by Tricadia CDO
2006-5, Ltd.:

Class Description: $55,000,000 Class B Senior Floating Rate Notes
Due 2046

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: Aa3, on review for possible downgrade
  -- Prior Rating Date: 6/2/2008

Class Description: $56,000,000 Class C Senior Floating Rate Notes
Due 2046

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: A3, on review for possible downgrade
  -- Prior Rating Date: 6/2/2008

Class Description: $22,500,000 Class D Mezzanine Floating Rate
Deferrable Notes Due 2046

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating Date: 6/2/2008

Additionally, Moody's downgraded these 2 classes of notes:

Class Description: $18,250,000 Class E Mezzanine Floating Rate
Deferrable Notes Due 2046

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Date: 6/2/2008

Class Description: $20,250,000 Class F Junior Floating Rate
Deferrable Notes Due 2046

  -- Prior Rating: Ca
  -- Current Rating: C
  -- Prior Rating Date: 6/2/2008

According to Moody's, these rating actions are as a result of the
deterioration in the credit quality of the transaction's
underlying collateral pool consisting primarily of structured
finance securities.


TYSON FOODS: S&P Lifts Sr. Secured Notes Rating to BBB- from BB
---------------------------------------------------------------
Standard & Poor's Ratings Services raised the issue-level ratings
on Tyson Foods Inc.'s senior secured revolving credit facility and
Tyson Fresh Meats Inc.'s senior secured notes to 'BBB-' from 'BB'.  
In addition, S&P revised the recovery rating on the facility and
secured notes '1', indicating expectations of very high recovery
of principal and pre-petition interest in the event of a payment
default from, '3'.

At the same time, with the exception of the $1 billion of 7.35%
notes due 2016, S&P raised the issue-level ratings on Tyson Foods'
senior unsecured debt issues to 'BB' from 'BB-' and revised the
recovery rating to '4', indicating expectations of average
recovery of principal and pre-petition interest in the event of a
payment default, from '5'.
     
S&P affirmed the existing 'BB' issue-level rating on Tyson Foods'
$1 billion senior unsecured notes due 2016, and the '3' recovery
rating remains unchanged because of the guarantee.  In addition,
Standard & Poor's affirmed its 'BB' corporate credit rating.  The
outlook is negative.  At June 28, 2008, Springdale, Arkansas-based
Tyson Foods had about $3.1 billion of debt.  All these ratings
were removed from CreditWatch with positive implications, where
they were placed on Sept. 12, 2008.   


UAL CORP: Scraps Furlough Plan, 1,550 FAs Volunteer to Take Leave
-----------------------------------------------------------------
United Air Lines Inc. disclosed that 1,550 of its flight
attendants have volunteered to take leaves, eliminating the need
for forced furloughs, Bloomberg News reports.  The voluntary-
furloughed flight attendants opted for unpaid leaves of absence to
retain their seniority and other benefits, the Chicago Tribune
says.  

Nevertheless, all 120 of United's Thai cabin crew flying the
Bangkok route have been replaced by U.S.-recruited staff,
bangkokpost.com says.  Moreover, another 100 of the carrier's
attendants recruited in Singapore have been laid off, in line
with United's plan to close its flight attendant bases in Bangkok
and Singapore by the end of October, bangkok.com elaborates.

United previously informed its attendants that it will furlough
foreign based national workers in Asia before reducing its U.S.-
based workforce, Megan McCarthy, spokesperson for United, told
the Chicago Tribune.

According to bangkokpost.com, United's laid-off Thai attendants
regret the situation, but have made no complaints.  Aside from
severance pay, United gave its laid-off staff two years worth of
free flights on the carrier, the report states.  No changes in
flight frequency from the Bangkok-Tokyo route will be
implemented, the report adds.

United said in late August that in accordance with its plan to
reduce flights for the autumn lean season, it will furlough 1,550
flight attendants by October 31.

The United Airlines Master Executive Council of the Air Line
Pilots Association, International, posted this letter at the Web
site of the Association of Flight Attendants, at  
http://www.unitedafa.org/

     September 23, 2008

     Ladies and Gentlemen:

     Thank you to all our Members, who after careful deliberation
     participated in the Voluntary Furlough bid.  We are happy to
     report the Voluntary Furlough award sufficiently covered the
     number of furloughs required by the company.  Voluntary
     Furloughs in increments of 6, 9, 12, 18, and 21 months have
     been awarded to 1,550 eligible Flight Attendants.

     The most junior Voluntary Furlough award has an Inflight
     seniority date of August 30, 1997.  A breakdown of furlough
     awards by domicile and seniority are posted on our Web site.  
     The entire system seniority Voluntary Furlough award list,
     broken out by domicile, will be posted on our Web site in
     the non-public section.

     All Voluntary Furloughs will begin October 31, 2008.  Flight
     Attendants will receive a Voluntary Furlough confirmation
     letter from the company at their permanent address.  The
     letter will also contain information about United's check-
     out process.  The company will update Unimatic work history
     screens (FDWH), by the end of the day September 26, 2008.

     The Partnership Program will not be initiated since the
     Voluntary Furlough covers the Company's desired reduction in
     personnel.  There will be no Partnership Program.

     We sincerely appreciate all Members who volunteered for the
     furlough and the Partnership Program.  Our Flight Attendant
     community collectively saved the jobs of our most junior
     Members and we are grateful to all AFA Members who offered
     assistance to make this happen.

     In Solidarity,

     Greg Davidowitch, President
     United Master Executive Council

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News, Issue No. 165, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or    
215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UAL CORP: Completes Amendment of Services Deal with Chase Bank
--------------------------------------------------------------
UAL Corporation, the holding company whose primary subsidiary is
United Airlines Inc., disclosed in a press statement dated
Sept. 18, 2008, that it has completed the amendment of its
co-branded card marketing services agreement with Chase Bank,
well as amended its credit card processing agreement with
Chase/Paymentech L.L.C.  These agreements boost United's
liquidity by approximately $1.2 billion, including $1.0 billion
in the short term and an additional $200 million over the next
two years.

"This is one of the many steps we are taking to improve our
liquidity and increase the amount of cash we have on hand to
strengthen our business for all our stakeholders in this volatile
fuel environment," said Jake Brace, executive vice president and
chief financial officer.

Under the terms of the agreement, United has received an
additional $600 million from Chase in consideration for the
advance purchase of frequent flyer miles and for extending the
agreement.  As part of the transaction, United has granted a
security interest in various assets, including specified
intangible Mileage Plus assets.  United continues to have more
than $3 billion in unencumbered hard assets to use to raise
additional liquidity if needed.

With its amended credit card processing agreement, United
realizes a return of more than $350 million of restricted cash
back to the company compared to its prior reserve requirement.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News, Issue No. 165, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or    
215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UAL CORP: Provides Investors with Update on Financial Outlook
------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission dated Sept. 17, 2008, UAL Corp. provided its
investors an update relating to the company's financial outlook
for the third quarter of 2008.  UAL's update also includes its
estimates on impairment, severance and other charges.

Paul R. Lovejoy, senior vice president, general counsel and
secretary of United Air Lines, Inc., reported that excluding a
$45,000,000 special non-cash revenue credit recorded last year,
third quarter 2008 mainline passenger unit revenue is expected to
increase between 4.5% and 5.5.% year over year.  Accordingly, UAL
expects PRASM to increase between 4% to 5% for the third quarter.

UAL expects that deferred revenue accounting for the Mileage Plus
program will reduce consolidated passenger revenue by $20,000,000
in the third quarter of 2008 compared to the company's best
estimate using previous incremental cost method.  Using the same
comparison, UAL explains, deferred revenue accounting decreased
consolidated passenger revenue by $35,000,000 in the third
quarter of 2007.

Mr. Lovejoy related that accounting for a change in expiration
policy from 36 to 18 months for an inactive Mileage Plus
accounts, which became effective on December 31, 2007, added
$50,000,000 of non-cash revenue to the company's consolidated
passenger revenue for the third quarter of 2007.  In general,
year-over-year Mileage Plus accounting impacts are expected to
have a 70 basis point negative impact on consolidated PRASM
growth.  

UAL estimates cargo, mail and other revenue will be between
$445,000,000 and $455,000,000 for the quarter, including UAFC
sales for $5,000,000.  

On unit costs, UAL anticipates that the mainline operating cost
per available seat mile, excluding fuel and the impact of certain
primarily non-cash accounting charges incurred in the third
quarter of 2008, will be up 1% to 1.5% for the third quarter of
2008 from the same period in 2007.

UAL expects that year-over-year PRASM growth will accelerate in
the fourth quarter of 2008, driven by strong yield improvements
from fleet reductions.  UAL also estimates mainline fuel
consumption for the third quarter of 2008 at 563 million gallons.

According to Mr. Lovejoy, all open hedge positions at the end of
the quarter are estimated to have a total market value of
($294,000,000) based on the forward fuel curve as of
September 15, 2008.  The actual value is yet to be determined by
prevailing market prices.

UAL further estimates that non-operating expense will be between
$90,000,000 to $100,000,000 for the quarter.  UAL estimates that
a $225,000,000 fuel hedging loss will be recorded in non-
operating income/expense at the end of the quarter based on the
September 15 forward curve prices.  UAL's estimated fuel hedge
losses for the three months ending on September 30, 2008, is
$544,000,000.

Moreover, UAL anticipates that it will post non-cash accounting
adjustments in the third quarter including adjustments to the
intangible asset impairment estimates that were recorded in the
second quarter of 2008.  The company expects to record additional
accounting adjustments associated with its fleet reductions.

UAL expects to end the third quarter with unrestricted cash, cash
equivalents and short term investments of $2,900,000,000 and
$600,000,000 of restricted cash.  These estimated amounts,
according to Mr. Lovejoy, include the impact of disclosed
financing transaction with Chase.  These amounts include an
estimated $400,000,000 transferred from unrestricted cash to
restricted cash associated with deposits made to fuel hedge
counterparties.  

With respect to tax rates, UAL anticipates to have an effective
income tax rate of zero for the third quarter of 2008 and thus
will not record a tax benefit for the quarter.

A full-text copy of UAL's Investor Update is available for free
at the SEC:

                http://ResearchArchives.com/t/s?334b

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News, Issue No. 165, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or    
215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.

                       
VERTIS HOLDINGS: Wants Until November 5 to File Schedules
---------------------------------------------------------
Vertis Holdings, Inc., asks the United States Bankruptcy Court for
the District of Delaware to:

   (a) extend the deadline within which they may file their
       Schedules and Statements for an additional 41 days,
       through and including November 5, 2008; and

   (b) permanently waive the requirement for them to file the
       Schedules and Statements upon the occurrence of the
       effective date of Vertis Plan.

The current deadline for the Vertis Debtors to file their
Schedules and Statements was September 25, 2008.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, asserts that the requested extension will
assist the Vertis Debtors in moving towards the expeditious
confirmation of their Prepackaged Plans with the least possible
disruption or harm to their businesses.

Following the confirmation of the Joint Prepackaged Plans of
Vertis Holdings, Inc., (and ACG Holdings, Inc.,) on August 26,
2008, the Vertis Debtors have diligently worked to effectuate
their Chapter 11 Plan and close their merger with the ACG
Debtors, including, among others, finalizing their exit
financing.

The Vertis Debtors maintain that they have negotiated their
Prepackaged Plan with parties-in-interest who have voted
overwhelmingly to accept the Plan.  Hence, the purposes of filing  
(i) the schedules of assets and liabilities, (ii) the schedules
of executory contracts and unexpired leases, (iii) lists of
equity holders, (iv) schedules of current income and
expenditures, and (v) statements of financial affairs have been
generally fulfilled by other means, Mr. Collins contends.

Furthermore, the Vertis Debtors have continued to satisfy the
prepetition claims of trade creditors, eliminating the need for
those creditors to use the Schedules and Statements to file a
proof of claim, Mr. Collins maintains.

Mr. Collins notes that to prepare and complete the Schedules and
Statements, the Vertis Debtors would have to compile voluminous
information from books, records and documents relating to the
claims of over 50,000 creditors and their many assets and
contracts.  Assembling the necessary information will require
significant time and effort on the part of the Vertis Debtors and
their employees in the near term, he says.

                     About Vertis Holdings Inc.

Headquartered in Baltimore, Maryland, Vertis Holdings, Inc. --
http://www.vertisinc.com/-- is a provider of targeted print     
advertising and direct marketing solutions to America's retail and
consumer services companies.  The company and its six affiliates
filed for Chapter 11 protection on July 15, 2008 (Bankr. D. Del.
Case No. 08-11460).  Gary T. Holtzer, Esq. and Stephen A.
Youngman, Esq. at Weil, Gotshal & Manges LLP represent the Debtors
as lead counsels.   Mark D. Collins, Esq. and Michael Joseph
Merchant, Esq. at Richards Layton & Finger, P.A. represent the
Debtors as Delaware local counsels.  Lazard Freres & Co. LLC is
the company's financial advisor.  When the Debtors filed for
protection from their creditors they listed assets of between
$500 million and $1 billion and debts of more than $1 billion.


VIRGIN MOBILE: SEC Grants Information Exclusion from Form 10Q
-------------------------------------------------------------
The Division of Corporation Finance of the Securities and Exchange
Commission has granted a request from Virgin Mobile USA, Inc. for
confidential treatment for information it excluded from exhibits
to a Form 10-Q filed on Aug. 14, 2008.

Patti J. Dennis, Chief of SEC's Office of Disclosure Support,
determined that since the related information qualifies as
confidential commercial or financial information under the Freedom
of Information Act, the Division of Corporation Finance has
determined not to publicly disclose it.

The classified information pertains to a Fifth Amendment to the
Amended and Restated PCS Services Agreement between Sprint
Spectrum L.P. and Virgin Mobile USA, L.P., dated October 16, 2007,
as amended; and a Master Services Agreement between Virgin Mobile
USA, L.P., and International Business Machines Corp., effective
May 15, 2008.

The excluded information related to the Sprint Spectrum deal will
not be released to the public through Sept. 17, 2017.  The
excluded information related to the IBM deal will not be released
to the public through May 15, 2013.

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- is a provider of    
wireless, pay-as-you-go communications services without annual
contracts.  Voice pricing plans range from monthly options with
unlimited nights and weekends to by-the-minute offers, allowing
consumers to adjust how and what they pay according to their
needs.  Virgin Mobiles full slate of handsets, including the Wild
Card, Super Slice and Cyclops, are available at top retailers in
more than 35,000 locations nationwide and online, with Top-Up
cards available at more than 130,000 locations.

As reported in The Troubled Company Reporter on Aug. 18, 2008, at
June 30, 2008, the company's balance sheet showed total assets of
$255.1 million and total liabilities of $656.1 million, resulting
in a $400.9 million stockholders' deficit.


WASHINGTON MUTUAL: Section 341(a) Meeting Set for October 15
------------------------------------------------------------
Roberta A. DeAngelis, the Acting United States Trustee for Region
3, will convene an organizational meeting in the Chapter 11 cases
of Washington Mutual, Inc., on October 15, 2008, at 10:00 a.m.,
at the Doubletree Hotel, 700 North King Street, in Wilmington,
Delaware.

The sole purpose of the meeting is to form an official committee
or committees of unsecured creditors in WaMu's case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of WaMu, however, may attend the organizational meeting to
provide information about the status of the company's bankruptcy
case.

                     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: Assets Could Be Worth Less Than $32 Billion
--------------------------------------------------------------
Washington Mutual, Inc., disclosed that its assets include the
company's common stock interest in Washington Mutual Bank, which
is currently in receivership, and the assets of which have
reportedly been sold and transferred to JPMorgan Chase & Co. or an
affiliate, In an amended exhibit to its Chapter 11 voluntary
petition filed with the United States Bankruptcy Court for the
District of Delaware on September 30, 2008.

The Court has set a status conference to be held on October 3,
2008, at 9:30 a.m.

The Federal Insurance Deposit Corporation, which was appointed as
receiver for the Bank, indicates on its Web site that it does not
anticipate any recovery to WaMu for that common stock interest.

In addition, WaMu and its non-bank subsidiaries had approximately
$5 million cash on deposit with Washington Mutual Bank fsb
immediately prior to the time the FDIC was appointed as Receiver.

"[We are] in the process of confirming the status of those
deposits and other assets," WaMu noted in its amended bankruptcy
petition.

In this light, WaMu's declared assets of $32,896,605,516 as of
the Petition Date could be much lower "because at least part of
the assets are company stock that is now worth next to nothing,"
the Puget Sound Business Journal points out.  A substantial
percentage of those assets may not be worth very much because
they represent the holding company's interest in a company that
has essentially failed, the newspaper quoted Mark Northrup, Esq.,
a shareholder at Graham & Dunn, PC, in Seattle, Washington, as
saying.

Subsequently, distribution to creditors will be possibly
diminished, Mr. Northup told the newspaper.

WaMu disclosed $8,167,022,695 in debts as of the September 26,
2008 Petition Date.

Five days into its bankruptcy case, court filings in the WaMu
Chapter 11 cases have been very few.  Other than the amended
voluntary petition, only notices of appearance have been filed.

                    Rising Defaults in Loans

Robin Sidel and Dan Fitzpatrick at The Wall Street Journal had
reported that JPMorgan Chase & Co. is trying to prepare for the
blow of rising defaults in Washington Mutual Inc. loans.  WSJ
related that WaMu's $176 billion home-loan portfolio is largely
comprised of adjustable-rate mortgages, subprime and home-equity
loans.  WSJ states that JPMorgan Chase has marked down the value
of those loans by $31 billion. JPMorgan Chase estimates that there
could be $54 billion of losses if housing prices deteriorate
further, the report says.

According to WSJ, much of WaMu's $28 billion credit-card portfolio
consists of subprime customers -- high-risk consumers whom
JPMorgan Chase has largely steered clear of. JPMorgan Chase, says
WSJ, isn't expected to devote much effort to retaining those
clients.

WaMu's holding company is likely to be liquidated, while
shareholders of common stock are likely to be wiped out, since
JPMorgan Chase bought all f WaMu's assets, WSJ reports. Peter
Lattman at WSJ relates that TPG lost its $1.35 billion investment
in WaMu. According to WSJ, the developments will also likely be a
blow to Martin Hughes, founder of London-based Toscafund Asset
Management LLP and WaMu's third-largest shareholder. Other big
investors include Deutsche Bank AG and Barclays PLC unit Barclays
Global Investors, WSJ states.

                     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.


WILLIS GROUP: Moody's Cuts Unsecured Debt Ratings (P)Ba1
--------------------------------------------------------
Moody's Investors Service has downgraded the ratings of Willis
Group Holdings Limited and its subsidiaries, including the backed
senior unsecured debt rating of Willis North America Inc.
(downgraded to Baa3 from Baa2).  This rating action follows
Willis's announcement that it has completed the acquisition of
Hilb Rogal & Hobbs Company for $2.1 billion, including the
assumption of about $400 million of HRH debt (not rated by
Moody's).  The rating action concludes a review for possible
downgrade announced on June 10, 2008.  The outlook for the ratings
is negative.

Funding for the HRH acquisition and related costs included
approximately $800 million worth of Willis stock, $525 million of
borrowings under a term loan facility and $1.0 billion of
borrowings under a bridge loan facility, with some or all of the
bridge financing intended to be replaced by senior unsecured
notes.

Moody's said that the rating downgrade and negative outlook
reflect a decline in Willis's financial flexibility as a result of
the substantial reliance on debt to help fund the acquisition.  
Other concerns include the integration risk inherent in such a
sizable merger, the general price softening in the property &
casualty insurance market, the weak economy and the current
turmoil in credit markets.

Moody's has estimated that Willis's pro forma financial leverage
and coverage metrics, immediately following the acquisition, would
be indicative of a lower-rated company.  The rating agency expects
that Willis will manage its capital position -- including share
repurchase activity, borrowing/repayment of debt, and significant
investments/expenditures -- so as to return to investment-grade
financial flexibility metrics within 18 months.  Moody's noted,
however, that a material decline in profitability and/or a more
pronounced or prolonged impairment of financial metrics could lead
to a downgrade of Willis's ratings.

Among the positive aspects of the transaction, Moody's cited the
firm's expanded US market presence, where the operations of Willis
and HRH are of similar size and have complementary geographic
footprints.  The transaction also strengthens Willis's employee
benefits practice -- a target area for growth -- moderately
improving the firm's overall business diversification.

"The transaction enhances Willis's business profile, particularly
in the US," said Moody's Bruce Ballentine, lead analyst for
Willis, "but it is likely to constrain profitability in the near
term as a result of integration costs and significantly increased
interest expense."

Moody's noted that the integration process could disrupt near-term
sales activity in some areas.  Over time, however, Moody's expects
that Willis will improve margins by streamlining information
systems and support functions among the HRH offices, and by
consolidating duplicate offices in certain US markets.

The last rating action on Willis took place on June 10, 2008, when
Moody's placed the ratings on review for possible downgrade
following the company's announcement of the plan to acquire HRH.

Moody's has downgraded these ratings and assigned a negative
outlook:

Willis Group Holdings Limited -- provisional senior unsecured debt
to (P)Ba1 from (P)Baa3; provisional subordinated debt to (P)Ba2
from (P)Ba1; provisional preferred stock to (P)Ba3 from (P)Ba2;

Trinity Acquisition Limited -- provisional guaranteed senior
unsecured debt to (P)Baa3 from (P)Baa2; provisional guaranteed
subordinated debt to (P)Ba1 from (P)Baa3;

Willis North America Inc. -- guaranteed senior unsecured debt to
Baa3 from Baa2; provisional guaranteed senior unsecured debt to
(P)Baa3 from (P)Baa2; provisional guaranteed subordinated debt to
(P)Ba1 from (P)Baa3.

Willis, incorporated in Bermuda and managed primarily from New
York and London, is a global insurance broker, developing and
delivering professional insurance, reinsurance, risk management,
financial and human resource consulting and actuarial services to
corporations, public entities and institutions around the world.  
The company reported total revenues of $1.5 billion and net income
of $205 million for the first half of 2008.  Shareholders' equity
was approximately $1.4 billion as of June 30, 2008.


WOLF HOLLOW: S&P Holds 'B+' Rating on $260MM Senior Facility
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' rating on
electricity generator Wolf Hollow I L.P.'s $260 million senior
secured bank facility and $30 million working capital facility.  
The $260 million senior secured bank debt consists of a
$156 million senior secured bank facility and a $104 million of
synthetic letter of credit maturing in June 2012.  The rating on
the $110 million second-lien senior secured term loan maturing in
December 2012 is 'B-'.  The two issues have recovery ratings of
'1' and '4', respectively, indicating expectations of very high
and average recovery in the event of a payment default.  At the
same time, S&P revised the outlook on both issues to negative.
     
The outlook revision follows sustained operational and financial
difficulties for Wolf Hollow resulting from multiple maintenance
outages.  The outages have adversely affected financial
performance through increased repair costs and lower revenues
under the power purchase agreement with Exelon Corp.
(BBB+/Stable/A-2) and the J. Aron heat-rate call option.  In
addition, another maintenance outage was taken in September that
may have a similar effect on cash flows for the third quarter.  
The project reported four-quarter trailing debt service coverage
ratios of 1.21x and 1.23x for the first two quarters of the year.

Financial covenants in the credit agreement require a minimum DSCR
of 1.20x or the project is in technical default.  The project's
proximity to a technical default is a concern that is compounded
by the fact that--starting in January 2008--equity contributions
are excluded in financial covenant calculations.  The project has
received two such contributions: $6 million in third-quarter 2007
and $1.5 million in third-quarter 2007.  If a violation were to
occur, lenders may choose to waive it in return for higher
interest rates.  However, S&P views their option to call a
technical default, combined with a potential for such a default,
as a risk to the project.

"The negative outlook on Wolf Hollow reflects our belief that the
plant will experience a debt service coverage ratio for the third
quarter that is close to the 1.20x ratio required by the credit
agreement.  Although the plant's total leverage is low for the
'B+' rating, the proximity to a technical default raises the
concern that lenders may not waive the covenant violation and
accelerate the loans," said Standard & Poor's credit analyst
Justin Martin.

If coverage ratios reach 1.25x-1.3x within the next four quarters,
S&P will stabilize the rating.   Conversely, if they fail to
improve or liquidity further deteriorates, a downgrade may result.  
A sustained decrease in market heat rates to below 9 mmBtu/MWh
would also lower the earnings potential and increase refinancing
default.  By the same token, improved availability and operating
efficiency (three to four quarters at 7.1 mmBtu/MWh and no urgent
maintenance outages) could resolve the outlook and potentially
elevate the ratings.


WORLDSPACE INC: Forbearance Agreement Expired September 25
----------------------------------------------------------
WorldSpace Inc. disclosed in a Securities and Exchange Commission
filing that the forbearance agreements between the Company and
each of the four holders of its amended and restated secured notes
and second amended and restated convertible notes expired on
Sept. 25, 2008.

The Holders have not entered into a further forbearance agreement
with the Company, and, although the Company and the Holders are
continuing discussions, there can be no assurance that the Holders
will continue to defer the exercise of remedies under their
respective financing agreements with the Company.

The Company is continuing to seek new financing, but there can be
no assurance that the Company will succeed in securing commitments
for new financing, or that it will do so prior to the Holders
seeking to exercise their remedies under their financing
agreements.

On Sept. 19, 2008, the company reached an agreement in principle
with each of the four holders of the Company's amended and
restated secured notes and second amended and restated convertible
notes to defer until Sept. 25, 2008, the Company's obligation to
pay $19.97 million in principal amount of the Bridge Loan Notes,
plus accrued but unpaid interest due on the Bridge Loan Notes,
which was payable on Sept. 15, 2008.

                      About WorldSpace Inc.

Based in the Washington, DC metropolitan area, WorldSpace Inc.
(Nasdaq: WRSP) -- http://www.worldspace.com/-- is a media        
and entertainment company that offers a satellite radio to
consumers in more than 130 countries with five billion people,
driving 300 million cars.  It operates WORLDSPACE Satellite Radio,
which delivers the latest tunes, trends and information from
around the world and around the corner.  WORLDSPACE offers a
combination of local programming, original WORLDSPACE content and
content from brands around the globe including the BBC, CNN
International, Virgin Radio UK, NDTV and RFI.  WORLDSPACE's
satellites cover two-thirds of the earth's population with six
beams.  WorldSpace has offices in Australia and France.

The company's balance sheet at March 31, 2008, showed total assets
of $323.7 million and total liabilities of $2.1 billion and
minority interest of $608,000, resulting in total shareholders'
deficit of $1.7 billion.

                        Going Concern Doubt

As reported in the The Troubled company Reporter on May 1, 2008,
Grant Thornton LLP in McLean, Virginia, raised substantial doubt
about WorldSpace 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 net loss, negative working capital, and
shareholders' deficit.  Grant Thornton also cited that the
company's management does not believe its cash on hand and cash
available is sufficient to meet its operating needs during the
coming year.


XERIUM TECHNOLOGIES: Freezes Benefit Accruals Under Pension Plan
----------------------------------------------------------------
Xerium Technologies, Inc. disclosed in a Securities and Exchange
Commission filing that it has made these decisions related to
certain of its U.S. pension plans, post-retirement benefit plans
and 401(k) plans and has notified affected individuals
accordingly.

   -- Freezing benefit pension accruals under its Pension Plan for
      U.S. Salaried and Non-Union Hourly Employees effective
      Dec. 31, 2008 so that future service beyond Dec. 31, 2008,
      will no longer be credited under the Pension Plan. Employees
      who are vested as of Dec. 31, 2008, will be entitled to
      their benefit earned as of Dec. 31, 2008.  Current employees
      who are not vested as of Dec. 31, 2008, will be entitled to
      their benefit earned as of Dec. 31, 2008 upon five years of
      continuous employment from date of hire;

   -- No longer sponsoring or funding, as of Dec. 31, 2008, its
      U.S. retiree health insurance program under which the
      Company currently offers health care benefits to a certain
      group of retired U.S. employees and their covered dependents
      and beneficiaries; and

   -- Enhancing the employer match under its 401(k) Plan, as of
      Jan. 1, 2009, to provide an additional 2% employer
      contribution match.  This increased employer match is
      expected to result in additional pre-tax expense to the
      Company of approximately $0.6 million for 2009.

The Company's decisions are the result of:

   -- increasingly stringent pension regulations in the U.S. that
      are expected, over the next several years, to lead to
      prohibitively expensive costs of maintaining defined benefit
      pension plans; and

   -- increased cost of medical insurance and claims.

As a result of the freezing of benefits under the Pension Plan and
no longer sponsoring its U.S. retiree health insurance program,
the Company expects to record, based on current assumptions:

   -- a pre-tax curtailment/settlement gain of approximately
      $40 million in its income statement for the year ended
      Dec. 31, 2008, which contributes to an increase in
      stockholders' equity of approximately $35 million;

   -- a decrease in its pension and post-retirement liability of       
      approximately $35 million as of Dec. 31, 2008, and

   -- an income tax expense of approximately $1 million.

The Company also expects to have a decrease in its pre-tax pension
and post-retirement expense of approximately $3.5 million annually
beginning in 2009, as compared with that of 2008, based on current
estimates and assumptions.

                    About Xerium Technologies

Based on Youngsville, North Carolina, Xerium Technologies Inc.
(NYSE: XRM) -- http://www.xerium.com/-- manufactures and supplies       
two types of consumable products used in the production of paper:
clothing and roll covers.  With 35 manufacturing facilities in 15
countries around the world, Xerium has approximately 3,700
employees.

                         *     *     *

As disclosed in the Troubled Company Reporter on June 9, 2008,
Moody's Investors Service revised Xerium Technologies, Inc.'s
outlook to positive from negative, upgraded its speculative grade
liquidity rating to SGL-3 from SGL-4, and upgraded its probability
of default rating to Caa1 from Caa2.

As related in the Troubled Company Reporter on June 5, 2008,
Standard & Poor's Ratings Services affirmed its ratings on Xerium
Technologies Inc., including the 'CCC+' corporate credit rating,
and removed them from CreditWatch, where they were originally
placed with negative implications on March 19, 2008.  At the same
time, S&P assigned a positive outlook.


* Moody's Says Recent Market Turmoil Slow Global Economic Growth
----------------------------------------------------------------
Recent market turmoil may depress business and consumer confidence
and slow global economic growth, exacerbating existing trends that
have been causing corporate credit quality to deteriorate for more
than a year, says Moody's Investors Service in a new report on the
global credit outlook for non-financial companies.

"Business and consumer confidence appear to have been shaken by
recent events and might not recover for several quarters," says
Daniel Gates, Moody's Chief Credit Officer for Corporate Finance,
and the lead author of the report. Moody's observes that a number
of companies are trimming their spending plans due to increasing
apprehension about the economic outlook and their future access to
debt and equity capital.  A substantial pull back in business
investment at a time when consumer spending is flagging could
further slow the global economy, which would precipitate a surge
in bankruptcy filings by companies over the next year, according
to the report.

Consumer spending is expected to be pressured by tighter lending
standards as well as by fragile confidence, Moody's says.  The
outlook for consumer spending is particularly weak in the US,
Europe, and Japan, which collectively account for more than half
of the world's economic output.  Consumer spending trends also
appear to be slowing in other countries, including Australia,
Singapore and South Korea.

While no region is immune from a global slowdown, concerns are
greatest for companies whose business is heavily reliant upon the
EU countries, Japan and North America, where the pace of economic
activity is visibly slowing.  Weak growth in these mature markets
may also be a drag on countries with high growth rates, such as
China and India, affecting companies in those markets as well.

Companies whose business is dependent upon discretionary consumer
spending are particularly likely to be hurt, according to the
report.  The damage may be most severe for already seriously
ailing companies in consumer-oriented sectors such as housing,
autos, consumer durables, restaurants, retail, apparel, gaming,
and airlines.  "These companies are struggling with high leverage,
disappointing cash flow, and weak customer demand, which is
already proving to be a lethal combination for many firms," says
Mr. Gates.  "Recent events may make a bad situation worse by
undercutting consumer spending and economic growth in the months
ahead, which would push many more weak companies over the edge of
the cliff," he says.

Moody's also predicts that lenders will further tighten credit
standards for corporate borrowers, severely limiting access to new
financing that could stave off bankruptcy for troubled companies.  
Moody's expects that credit conditions will become tighter over
the near term because capital-constrained financial institutions
will be more reluctant to make loans, especially at a time when
the number of defaulting companies is rising rapidly.


* Moody's: US Lodging's Neg. Outlook Based on Travelers Cut Back
----------------------------------------------------------------
The negative outlook for the US lodging and cruise industry is
based on the expectation that both leisure and business travelers
will continue to cut back on trips amid the economic slowdown,
says Moody's Investors Service.

"This decrease is likely to cause average occupancy and daily room
rates to decline over the next 12 months," says Moody's VP/Senior
Credit Officer Margaret Holloway, "as it pushes down earnings and
causes credit ratios to deteriorate."

In addition, ratings could come under pressure, especially since
some companies have taken on heavier debt loads in the past two
years.  "Rating pressure depends on the timing and depth of the
economic downturn as well as the willingness of management teams
to curtail spending on share repurchases and discretionary capital
spending to reduce debt," says Mr. Holloway.

According to Moody's, companies whose revenue depends mostly on
middle-income leisure travelers have been more affected thus far
because they are more vulnerable to declining home values, rising
unemployment and stock-market swings.

"The extent of ratio deterioration will depend on the degree to
which hotels and cruise operators cut back on share repurchases
and other discretionary spending to reduce debt," says Mr.
Holloway, "they could also sell assets, but those prospects are
dimming amid the credit crunch."

Falling demand, particularly among leisure travelers, is likely to
cause earnings to decline slightly industry-wide in 2008,
reversing an uptrend that led to record revenues and gross
operating profits last year.

However, all is not bleak, says the analyst. On the lodging front,
construction of new hotels is at a historical high but some of
these planned hotels will end up casualties of the credit crunch.  
"Thus, with fewer-than-planned hotels breaking ground, room rates
could recover more quickly once economic conditions stabilize,"
says Mr. Holloway.

Outlook on credit fundamentals could grow more negative if the US
economy worsens, given that rated companies derive 60% to 80% of
their revenues from North America.  Mid-price hotels and cruise
lines, which have the most exposure to leisure travelers, are
likely to be the most vulnerable, says Moody's.


* S&P: A Soft Demand Means a Hard Sell for Canadian Retail Sector
-----------------------------------------------------------------
Canadian grocery retailing remains highly competitive with all
players tweaking their merchandising strategy to maintain their
share of the wallet of increasingly price-conscious consumers
said a report published by Standard & Poor's Ratings Services.  
The commentary, entitled "Industry Report Card: Canadian Retail
And Consumer Products Sectors Face Strong Headwinds," looks at how
consumer debt and a slowing economy are pressuring not only
Canadian grocers but the retail and consumer products sectors in
general.
     
"Consumers have yet to materially modify their shopping habits;
however, a shift toward discount stores and private label products
as lower-cost alternatives to full-service formats and national
brands remains likely for consumers with tightening budgets," said
Standard & Poor's credit analyst Maude Tremblay.
     
The report card discusses how the performance of most Standard &
Poor's-rated retailers was under pressure during first-half 2008
as the sharp rise in retail fuel prices and continued concerns
about the economic outlook prompted more cautious spending
patterns, especially for larger or discretionary items.  
Furthermore, eastern Canada's rainy summer weather added
to the woes of retailers dealing in seasonal products, such as
clothing and outdoor merchandise.
     
"Cost inflation, too, is becoming a growing concern because higher
fuel prices are affecting manufacturing and transportation costs,
especially for products sourced overseas, while soft consumer
demand is making it difficult for retailers to immediately and
fully pass on these higher costs to consumers," Ms. Tremblay
added.
     
With household debt at a record 130% share of disposable income,
Canadian consumers are more exposed than ever before to slowing
income growth and rising borrowing costs.  And while consumers
have yet to materially modify their shopping habits in light of
the high fuel prices and rising food price inflation, it's
probably only a matter of time before they tighten their belts.


* S&P: Canadian Metals Sector Shines While Forest Products Strain
-----------------------------------------------------------------
The credit outlook for Canada's basic materials companies is
widely mixed said a report published by Standard & Poor's Ratings
Services.  The commentary, entitled "Industry Report Card:
Canadian Basic Materials Ratings Diverge Amid Weak Demand," covers
rating activity this year for Standard & Poor's-rated issuers in
the basic metals, forest products, and building materials sectors.
     
"While metal producers have been reaping the rewards of strong
prices amid steadily growing demand, the forest products and
building materials sectors face considerable strain from weak
demand, high input costs, and a persistently strong Canadian
dollar," said Standard & Poor's credit analyst Donald Marleau.
     
In fact, the outlook for most companies in the forest products
sector remains negative.  The high degree of fragmentation,
particularly among lumber and panels producers, contributes to
poor supply discipline, which has been especially harmful to
commodity wood prices because the drop-off in demand has gone
deeper and lasted longer than most expected.
     
Cement and metals producers, on the other hand, have fared much
better in the North American economic downturn thanks to robust
commercial construction and infrastructure spending that has
partially offset poor residential construction.  The risk for
metals companies, however, is that prices can revert very sharply,
because they are supported not only by the currently favorable
supply-demand balance, but also by more capricious investment
flows speculating on U.S. dollar movements or seeking a good
inflation hedge.


* S&P Cuts Ratings on 73 Tranches from 21 Cash Flow & Hybrid CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 73
tranches from 21 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 22 of the lowered ratings
from CreditWatch with negative implications.  At the same time,
S&P placed 11 additional ratings from seven transactions on
CreditWatch with negative implications.  The ratings on 49 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 73 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $7.443 billion.  Fourteen of the 21 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.  Three of the 21 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.

Another three of the 21 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
other transaction is a retranching of other CDO tranches.  The CDO
downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS.
     
In addition, Standard & Poor's reviewed the rating assigned to SFA
CABS II CDO Ltd. and based on the current credit support available
to the tranche, has left the rating at its current level.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 3,842 tranches from 871 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, 1,346 ratings from 464 transactions are
currently on CreditWatch with negative implications for the
same reasons.  In all, S&P has downgraded $443.723 billion of CDO
issuance.  

Additionally, S&P's ratings on $34.454 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
  -----------                  -----      --             ----
888 Tactical Fund, Ltd.          S           CC              CCC/Watch
Neg  
888 Tactical Fund, Ltd.          A1          CC              CCC-/Watch
Neg
Acacia Option ARM 1 CDO Ltd      A-1S        B-/Watch Neg    BBB+/Watch
Neg
Acacia Option ARM 1 CDO Ltd      A-1J        CCC/Watch Neg   BBB/Watch
Neg  
Acacia Option ARM 1 CDO Ltd      A-2         CC              BBB-/Watch
Neg
Acacia Option ARM 1 CDO Ltd      A-3         CC              BB+/Watch
Neg  
Acacia Option ARM 1 CDO Ltd      B           CC              B+/Watch
Neg   
Biltmore CDO 2007-1 Ltd          A-1         AA/Watch Neg    AA
Bluegrass ABS CDO III, Ltd.      A-1         A+/Watch Neg    AAA/Watch
Neg  
Bluegrass ABS CDO III, Ltd.      A-2         CCC/Watch Neg   BB+/Watch
Neg  
Bristol CDO I, Ltd.              B           B+              BBB
+           
Broderick CDO 3 Ltd              A-1         CCC-/Watch Neg  BB+/Watch
Neg  
CBO Holdings XIV Ltd             A           CC              A
+             
Collybus CDO I Ltd               A-2         A/Watch Neg     AAA/Watch
Neg  
Collybus CDO I Ltd               A-3         BBB/Watch Neg   AAA/Watch
Neg  
Collybus CDO I Ltd               B           BB+/Watch Neg   AA/Watch
Neg   
Collybus CDO I Ltd               C           CCC+/Watch Neg  A/Watch
Neg    
Collybus CDO I Ltd               D           CC              BBB-/Watch
Neg
Crystal River CDO 2005-1, Ltd.   B           AA+/Watch Neg   AAA/Watch
Neg  
Crystal River CDO 2005-1, Ltd.   C           AA-/Watch Neg   AA/Watch
Neg   
Crystal River CDO 2005-1, Ltd.   D-1         BBB-/Watch Neg  BBB+/Watch
Neg
Crystal River CDO 2005-1, Ltd.   D-2         BBB-/Watch Neg  BBB+/Watch
Neg
Crystal River CDO 2005-1, Ltd.   E           BB+/Watch Neg   BBB/Watch
Neg  
Crystal River CDO 2005-1, Ltd.   F           B-/Watch Neg    BB/Watch
Neg   
Crystal River CDO 2005-1, Ltd.   G           CCC+/Watch Neg  BB-/Watch
Neg  
Crystal River CDO 2005-1, Ltd.   H           CCC/Watch Neg   B+/Watch
Neg   
Duke Funding High Grade I, Ltd.  A-1 LTa     AA+/Watch Neg
AAA            
Duke Funding High Grade I, Ltd.  A-1 LTb1    AA+/Watch Neg
AAA            
Duke Funding High Grade I, Ltd.  A-1LT b2    AA+/Watch Neg
AAA            
Duke Funding High Grade I, Ltd.  A-2         BBB/Watch Neg   AA-/Watch
Neg  
Duke Funding High Grade I, Ltd.  B           CCC-/Watch Neg  BBB/Watch
Neg  
Duke Funding High Grade I, Ltd.  C-1         CC              BB-/Watch
Neg  
Duke Funding High Grade I, Ltd.  C-2         CC              BB-/Watch
Neg  
Duke Funding High Grade I, Ltd.  D           CC              B-/Watch
Neg   
Gemstone CDO Ltd                 D-1         B+/Watch Neg    BBB/Watch
Neg  
Gemstone CDO Ltd                 D-2         B+/Watch Neg    BBB/Watch
Neg  
Gemstone CDO Ltd                 E           CCC-/Watch Neg  BB/Watch
Neg   
Glacier Funding CDO III, Ltd.    A-1         BBB/Watch Neg
AAA            
Glacier Funding CDO III, Ltd.    A-2         CCC-/Watch Neg  AA-/Watch
Neg  
Glacier Funding CDO III, Ltd.    B           CC              BB+/Watch
Neg  
Hamilton Gardens CDO Ltd         A-1         CCC-/Watch Neg  A+/Watch
Neg   
Hamilton Gardens CDO Ltd         A-2         CC              BBB/Watch
Neg  
Hamilton Gardens CDO Ltd         B           CC              B+/Watch
Neg   
Hamilton Gardens CDO Ltd         C           CC              CCC-/Watch
Neg
Hillcrest CDO I Ltd              A-1a        AA/Watch Neg    AAA/Watch
Neg  
Hillcrest CDO I Ltd              A-1b        AA/Watch Neg    AAA/Watch
Neg  
Hillcrest CDO I Ltd              A-2         A+/Watch Neg    AA+/Watch
Neg  
Hillcrest CDO I Ltd              B-1         BB-/Watch Neg   A-/Watch
Neg   
Hillcrest CDO I Ltd              B-2         BB-/Watch Neg   A-/Watch
Neg   
Hillcrest CDO I Ltd              C           CC              B+/Watch
Neg   
Hillcrest CDO I Ltd              D           CC              CCC-/Watch
Neg
HSPI Diversified CDO Fund I Ltd. S           BB+/Watch Neg   AAA/Watch
Neg  
Oceanview CBO I, Ltd.            A-1B        B-/Watch Neg    BBB-/Watch
Neg
Oceanview CBO I, Ltd.            A-2         CC              CCC-/Watch
Neg
Oceanview CBO I, Ltd.            Comb Sec    B-/Watch Neg    BBB-/Watch
Neg
Parapet 2006 Ltd.                A           B/Watch Neg     A+/Watch
Neg   
Porter Square CDO II, Ltd.       B           A-/Watch Neg    AA-/Watch
Neg  
Porter Square CDO II, Ltd.       C           BB/Watch Neg    BBB+/Watch
Neg
Porter Square CDO II, Ltd.       D           CCC/Watch Neg   BB/Watch
Neg   
Silver Marlin CDO I Ltd          A-1         AA/Watch Neg    AA
Summer Street 2007-1, Ltd.       A-1SA       BBB/Watch Neg   AAA/Watch
Neg  
Summer Street 2007-1, Ltd.       A-1SB       CCC-/Watch Neg  BBB-/Watch
Neg
Summer Street 2007-1, Ltd.       A-1A        CC              B/Watch
Neg    
Summer Street 2007-1, Ltd.       A-1B        CC              CCC+/Watch
Neg
Summer Street 2007-1, Ltd.       A-2         CC              CCC/Watch
Neg  
Summer Street 2007-1, Ltd.       B           CC              CCC-/Watch
Neg
Tallships Funding Ltd            UnfundedSS  CCCsrs
BBsrs/WatchNeg
Tallships Funding Ltd            Revolver    CCC             BB/Watch
Neg   
Tazlina Funding CDO II Ltd       A-1         AA/Watch Neg    AA
Vermeer Funding II, Ltd.         A-2A        AAA/Watch Neg
AAA            
Vermeer Funding II, Ltd.         A-2B        AAA/Watch Neg
AAA            
Vermeer Funding II, Ltd.         B           BBB+/Watch Neg
AA             
Vermeer Funding II, Ltd.         C-1         B+/Watch Neg    BBB/Watch
Neg  
Vermeer Funding II, Ltd.         C-2         B+/Watch Neg    BBB/Watch
Neg  
Vermeer Funding II, Ltd.         Combo Secs  B/Watch Neg     BBB-/Watch
Neg
West Trade Funding II CDO Ltd    A-1         AA/Watch Neg    AA
West Trade Funding CDO III Ltd   A-1         AA/Watch Neg    AA
Whitehawk CDO Funding Ltd        A-1 MT-e    AA-/Watch Neg
AA-            
Whitehawk CDO Funding Ltd        A-1 MT-g    AA-/Watch Neg
AA-            
Whitehawk CDO Funding Ltd        A-1 MT-i    AA-/Watch Neg
AA-            
Whitehawk CDO Funding Ltd        A-1 MT-j    AA-/Watch Neg
AA-            
Whitehawk CDO Funding Ltd        B           BBB/Watch Neg
A-             
Whitehawk CDO Funding Ltd        C           B/Watch Neg
BBB-           
Whitehawk CDO Funding Ltd        D           CCC/Watch Neg
BB             

                           Other Outstanding Ratings

  Transaction                      Class       Rating
  -----------                      -----       ------
888 Tactical Fund, Ltd.            A2          CC
888 Tactical Fund, Ltd.            A3          CC
888 Tactical Fund, Ltd.            A4          CC
888 Tactical Fund, Ltd.            B           CC
888 Tactical Fund, Ltd.            C           CC
Bluegrass ABS CDO III, Ltd.        B           CC
Bluegrass ABS CDO III, Ltd.        C           CC
Bluegrass ABS CDO III, Ltd.        D-1         CC
Bluegrass ABS CDO III, Ltd.        D-2         CC
Bristol CDO I, Ltd.                A-1         AAA
Bristol CDO I, Ltd.                A-2         AAA
Bristol CDO I, Ltd.                C           CC
Broderick CDO 3 Ltd                A-2         CC
Broderick CDO 3 Ltd                A-3         CC
Broderick CDO 3 Ltd                A-4         CC
Broderick CDO 3 Ltd                A-5         CC
Broderick CDO 3 Ltd                B           CC
Broderick CDO 3 Ltd                C           CC
Broderick CDO 3 Ltd                D           CC
Broderick CDO 3 Ltd                E           CC
Crystal River CDO 2005-1, Ltd.     A           AAA
Gemstone CDO Ltd                   A-1         AAA
Gemstone CDO Ltd                   A-2         AAA
Gemstone CDO Ltd                   A-3         AAA
Gemstone CDO Ltd                   B           AA
Gemstone CDO Ltd                   C           A
Glacier Funding CDO III, Ltd.      C           CC
Glacier Funding CDO III, Ltd.      D           CC
Hamilton Gardens CDO Ltd           D           CC
HSPI Diversified CDO Fund I, Ltd.  A-1         CC
HSPI Diversified CDO Fund I, Ltd.  A-2         CC
HSPI Diversified CDO Fund I, Ltd.  A-3         CC
HSPI Diversified CDO Fund I, Ltd.  B           CC
HSPI Diversified CDO Fund I, Ltd.  C           CC
Oceanview CBO I, Ltd.              A-1A        AA
Oceanview CBO I, Ltd.              B-F         CC
Oceanview CBO I, Ltd.              B-V         CC
Oceanview CBO I, Ltd.              C           CC
Porter Square CDO II, Ltd.         A-1         AAA
Porter Square CDO II, Ltd.         A-2         AAA/Watch Neg
SFA CABS II CDO Ltd.               A           AAA
Summer Street 2007-1, Ltd.         C           CC
Summer Street 2007-1, Ltd.         D           CC
Tallships Funding Ltd              A-1         CC
Tallships Funding Ltd              A-2         CC
Tallships Funding Ltd              B           CC
Tallships Funding Ltd              C           CC
Tallships Funding Ltd              D           CC
Vermeer Funding II, Ltd.           A-1         AAA
Whitehawk CDO Funding Ltd          A-1 MM-j    AAA/A-1+
Whitehawk CDO Funding Ltd          A-1LT       AAA
Whitehawk CDO Funding Ltd          A-2         AA+


* Senate Passes $700BB Bailout Bill; House May Vote Friday
----------------------------------------------------------
Bankruptcy Law360 reports that the U.S. Senate passed a modified
$700 billion bailout package for the financial industry on
Wednesday night, setting the stage for another vote in the House
of Representatives as early as Friday.  But the outlook for
approval by the House remains uncertain, according to Bankruptcy
Law360.  The House may vote on the plan Friday.

ABIWorld.org says the Senate's strong backing of the plan leaves
backers optimistic that the easy approval, coupled with an array
of popular additions, would lead to House acceptance by Friday and
end the legislative uncertainty that has rocked the markets.

U.S. President Bush insisted Thursday the plan is needed to begin
"restoring confidence" in the shaky U.S. economy, according to The
Wall Street Journal.

WSJ notes that the legislation would authorize the U.S. Treasury
to borrow up to $700 billion to buy illiquid mortgages, securities
and other assets that are creating instability in the nation's
financial architecture.  The legislation includes provisions to
limit pay for executives at firms participating in the rescue and
provides for tough oversight by Congress.  The add-ons to the
Senate bill, the Journal says, include a 10-year, $150 billion
package of business and individual tax cuts and a temporary
increase in deposit-insurance limits.

The Senate approved the package on a 74-25 vote.


* BOOK REVIEW: Working Together: 12 Principles for Achieving
               Excellence in Managing Projects, Teams, and
               Organizations
------------------------------------------------------------
Author: James P. Lewis
Publisher:  Beard Books
Hardcover:  208 pages
List Price: US$34.95

Own your personal copy at
http://amazon.com/exec/obidos/ASIN/158798279X/internetbankrupt  

This intriguing book tells the story of how the the author led in
the restoration of Boeing Commercial Airplanes to a global
industry leading position.

In conjunction with Alan Mulally, President and CEO of Boeing and
developer of his twelve guiding principles of project management,
the "working together" principles and practices were the key to a
successful conclusion of the project creating and selling the
revolutionary Boeing 777.

That project may have been the biggest test of the "working
together" principles and practices, and should be required reading
for all managers and would-be managers.

These principles include such matters as clear performance goals,
an inclusive working environment, and the use of active listening
skills.

The application of these principles to the real world makes for a
book full of practical guidance and enduring managerial tools.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Julybien D. Atadero, Sheryl Joy P. Olano, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Joseph Medel C. Martirez,
Ma. Cristina I. Canson, Christopher G. Patalinghug, and Peter A.
Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***