TCR_Public/081006.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, October 6, 2008, Vol. 12, No. 238

                             Headlines

26-01 ASTORIA: Files Disclosure Statement in New York
ACCESS FINANCIAL: Fitch Retains Cl. B-1 Issue at 'CCC/DR2' Rating
ACUSPHERE INC: Names Michael Slater as SVP Regulatory Affairs
ADVANCED MICRO: Settles Claims in Antitrust Litigation
AFC MORTGAGE: Fitch Slashes Rating on Class2A RMBS to CCC from BBB

AFFINION GROUP: S&P Holds 'B+' Rating; Changes Outlook to Stable
ALADDIN SYNTHETIC: Moody's Cuts Ratings on Credit Quality Slide
AMERICAN COLOR: Works on Vertis Merger Completion, Exit Funding
AMERICAN INT'L: To Refocus as Worldwide Property & Casualty Co.
AMERICAN INT'L: Recent Ratings Won't Affect RMBS Certs., S&P Says

AMPEX CORP: Emerges from Bankruptcy; Consummates Chapter 11
APPLERIDGE RETIREMENT: Files for Chapter 11, Workers Unaffected
ASSOCIATES: Fitch Downgrades Ratings on Seven Housing Issues
BANKAMERICA: Fitch Takes Rating Actions on Various Housing Issues
BCF LLC: Fitch Puts Five Rated Cert. Classes Under Negative Watch

BIOMETRX INC: Files Amended Employee Compensation Plan with SEC
BOMBARDIER CAPITAL: Fitch Takes Rating Actions on Various Classes
BSML INC: MicroCapital LLC Discloses 17.4% Equity Stake
CABLEVISION SYSTEMS: GAMCO Discloses 8.43% Stake
CALDERA RESOURCES: TSX Reviews Common Share Listing Compliance

C-BASS: Fitch Affirms Class B-3 Housing Issue Rating at 'B'
CBRE REALTY: Fitch Chips $9.5MM Class L CDO to 'B-' from 'BB-'
CELTS 2007-1: Fitch Cuts and Withdraws Ratings on Two Note Classes
CHESAPEAKE CORP: Sees Likely Default on Loan Facility Covenant
CIENA CAPITAL: Gets Initial OK to Access Allied Capital Facility

CIPRICO INC: Completes Sale of Intellectual Property Assets
CMR MORTGAGE: Reports $1.3 Million Net Income for March 2008
COGECO CABLE: Fitch Affirms Issuer Default Rating at 'BB+'
COLUMBIA CREST: Case Summary & Three Largest Unsecured Creditors
COLUMBUS HOSPITAL: Moody's Withdraws 'B3' Rating on Series A Bonds

COMFORT CO: Case Summary & 30 Largest Unsecured Creditors
COMIJA INC: Voluntary Chapter 11 Case Summary
CONSECO FINANCE: Fitch Retains Junk Ratings on 11 Housing Issues
CONSTELLATION COPPER: TSX Delists Common Shares on October 2
CPORTS 2006-3: Moody's Trims $200MM Class A Notes Rating to 'Ba3'

CREDIT AND REPACKAGED: Poor Credit Quality Cues Moody's Rtngs Cut
CREDIT SUISSE: Fitch Cuts Ratings on Two Classes to BB from BBB
CYBERDEFENDER CORP: SEC Grants Request to Exclude Form 10-Q Info
DERBES REALTY: Voluntary Chapter 11 Case Summary
DEUTSCHE FINANCIAL: Fitch Keeps 'CC/DR2' Rating on Cl. M Issue

D & J INC: Case Summary & 13 Largest Unsecured Creditors
DIOMED HOLDINGS: Pays $1.1MM of Accrued Loan Interest and Fees
EAGLE VENTURES: Will File Reorganization Plan in Fourth Quarter
EDUCARE INC: Case Summary & 20 Largest Unsecured Creditors
EMIGRANT BANCORP: Fitch Cuts ID Ratings with Negative Outlook

EMPORIA PREFERRED: Fitch Affirms Ratings on Seven Classes of Notes
EMPORIA PREFERRED: Fitch Affirms Ratings on Seven Classes of Notes
ENRON CORP: Distributes $828,900,000 to Creditors
ESTATE FINANCIAL: Court Denies Bid to Hire Omni as Claims Agent
ESTATE FINANCIAL: Court Okays DSI as Financial Advisor

ESTATE FINANCIAL: Court Denies SAL Filing Extension
E*TRADE ABS: S&P Junks Rating on Class B Notes
FIRST FEDERAL: Fitch Retains 'CCC/DR1' Rating on Class B Issue
FREESCALE: Exploring Alternatives Won't Affect Moody's Ratings
GABRIEL COMMUNICATIONS: Moody's Holds 'B2' CF and PD Ratings

GAMC MORTGAGE: Fitch Takes Rating Actions on Various Classes
GAMESTOP CORP: Micromania Acquisition Won't Affect S&P's Ratings
GENCORP INC: August 31 Balance Sheet Upside-Down by $30.9 Million
GENCORP INC: Thomas Corcoran Joins Board of Directors
GENERAL GROWTH: Deadline to Refinance $1 Billion Debt Nears

GENERAL GROWTH: Names Mr. Freibaum's Successor, Suspends Dividend
GENESIS CLO: Fitch Downgrades Ratings on Classes of Notes
GRAFTON TRUSS: Case Summary & 19 Largest Unsecured Creditors
GRAYSTONE AT SARACENNIA: Case Summary & 4 Largest Unsec. Creditors
GREEN BUILDING: Files for Chapter 11 Protection

GREENMAN TECH: No Distribution Seen from Bankrupt Unit
GREENPOINT: Fitch Holds Ratings on Four Housing Issues at 'B'
GREEN TREE: Fitch Takes Rating Actions on Various Housing Issues
GREENWICH CAPITAL: Fitch Lifts Class B-1 Rtng to BB+ from CCC/DR1
GS CDS: Moody's Slashes $100MM Notes Rating to 'Ba2' from 'A2'

HAMPDEN & YOSEMITE: Case Summary & Largest Unsecured Creditor
HANOVER CAPITAL: Inks Merger Agreement with Walter Industries
HEXION SPECIALTY: Court Denies Request Related to Huntsman Merger
HEXION SPECIALTY: Moody's Raises Concern on Huntsman Merger Deal
HILL-ROM HOLDINGS: Moody's Holds Preferred Shelf Rating at (P)Ba2

HOSPITAL PARTNERS: Seeks Buyers for Stakes in Four Hospitals
HOSPITAL PARTNERS: U.S. Trustee to Hold Meeting to Form Panel
HRP MYRTLE: Creditor Doubts Recovery; Hearing Set for Oct. 22
HRP MYRTLE: U.S. Trustee to Hold Meeting to Form Panel on Oct. 8
HUNTSMAN CORP: Merger Deal Upheld; Gets TRO Against Banks

HUNTSMAN CORP: Moody's Keeps Ratings Under Review After Ruling
IBP II: Voluntary Chapter 11 Case Summary
IDEAL INVESTMENTS: Case Summary & Two Largest Unsecured Creditors
IMPERIAL BUSINESS: Case Summary & 18 Largest Unsecured Creditors
INDYMAC: Fitch Affirms 'B+' Ratings on Five Housing Issues

INSIGHT HEALTH: June 30 Balance Sheet Upside-Down by $130.7MM
INVESTMENT EQUITY: U.S. Trustee Sets 341(a) Meeting for October 14
J&D RESTAURANT: Court Gives Interim Approval to Access Cash
JMH TRUCKING: Case Summary & 20 Largest Unsecured Creditors
JWS CBO: Fitch Trims $21.967MM Class D Notes Rating to CC from B+

KIM SON: Case Summary & 20 Largest Unsecured Creditors
KIRBY OAKS: Case Summary & 20 Largest Unsecured Creditors
LEHMAN ABS: Fitch Keeps Junked Ratings on Three Classes
LEHMAN BROTHERS: Fitch Cuts LT Issuer Default Rating to 'BB'
MAGNITUDE INFO: June 30 Balance Sheet Upside-Down by $527,472

MAIN STREET: Fitch Puts 'D' Rating After LBHI's Payment Failure
MAJESTIC STAR: Names Michael Darley as Interim COO
MARQUEE HOLDINGS: Fitch Affirms Ratings on Significant Debt Load
MASTR ADJUSTABLE: Moody's Puts Ba2 Underlying Rating to 3 Notes
MATTRESS DISCOUNTERS: Files List of Assets, Liabilities

MERIT SECURITIES: Fitch Chips Class M-1 Issue Rating to 'BB+'
MORGAN STANLEY: Moody's Puts Ba Underlying Rtngs to 2 Notes
MW JOHNSON: U.S. Trustee Wants Case Converted to Chapter 7
NORTH CREEKSIDE: Case Summary & 14 Largest Unsecured Creditors
NORTHERN LIGHTS: Court Reinstates Chapter 11 Bankruptcy Case

OAKWOOD MORTGAGE: Fitch Trims Ratings on Classes of Housing Issues
O & K DEVELOPMENT: Case Summary & Two Largest Unsecured Creditors
OPEN DOOR: U.S. Trustee Schedules 341(a) Meeting for October 14
OPEN ENERGY: David & Monica Gelbaum Disclose 86.4% Equity Stake
ORIGEN FINANCIAL: Fitch Keeps 'C/DR6' Rating on Class M-2 Issue

OSI RESTAURANT: S&P Cuts $1.3 Bil. Term Loan Rating to 'B'
PACIFIC COAST: S&P Junks Cl. B Notes Rtng & Puts Under Neg. Watch
PARCS MASTER: Moody's Trims $19MM Class 2006-4 Trust Rating to Ba3
PENNSYLVANIA REAL: Fitch Holds & Withdraws Ratings; Outlook Stable
PINNACLE ENT: Fitch Holds 'B' IDR; Changes Outlook to Negative

PNM RESOURCES: Fitch Assigns 'BB' Issuer Default Rating
POMARE LTD: Files Chapter 11 Bankruptcy Protection
POMARE LTD: Case Summary & 20 Largest Unsecured Creditors
RED MILE: Posts $1 Million Net Losses for Quarter Ended June 30
RELIANT ENERGY: Merrill Lynch Waives Compliance Until October 31

RELIANT ENERGY: Fitch Affirms Ratings; Revises Outlook to Negative
RENAISSANCE CUSTOM: Court Consolidates Case with Affiliates
RESIDENTIAL ASSET: Fitch Cuts Ratings on Two Classes to 'BB'
RICHARD HODGES: Case Summary & 20 Largest Unsecured Creditors
ROBEX LLC: Case Summary & 13 Largest Unsecured Creditors

SACO I: Fitch Cuts Ratings on Two Classes of Trusts
SIGNAL SECURITIZATION: Fitch Holds ‘BB-‘ Rating on Class A Issue
SIRIUS XM: Taps KPMG LLP as Independent Accountant
SOUTHWEST CHARTER: May Use Arizona Bank Cash Collateral
STEERS CREDIT: Moody's Chips Rating to 'Ba2' on $40MM Certificates

STURGIS IRON: Will Auction Elkhart Mega-Shredder on Oct. 14
SUFFIELD CLO: Fitch Junks Ratings on Three Classes of Notes
SURGILIGHT INC: Case Summary & Largest Unsecured Creditors
TEKNI-PLEX INC: Fails to File Annual Report By Deadline
TEKNI-PLEX INC: Inks Consent and Waiver Deal with Lenders

TERWIN MORTGAGE: Moody's Puts Ba3 Underlying Rating to A-3 Notes
THOMAS CLEMENS: Case Summary & Four Largest Unsecured Creditors
TIM DODSON: Case Summary & 11 Largest Unsecured Creditors
TRONOX INCORPORATED: Extends ABN Receivables Pact to October 31
UAL CORP: Board Okays Compensation Arrangement for Kathryn Mikells

US ENERGY: Wants Until February 18 to Solicit Plan Acceptances
VERTIS HOLDINGS: Works on ACG Merger Completion and Exit Financing
WACHOVIA BANK: Limits Schools' Access to Investment Fund
WACHOVIA BANK: S&P Affirms Ratings on 19 Classes of Certificates
WACHOVIA CORP: Court Extends Exclusivity Pact With Citigroup

WAVERLY GARDENS: Case Summary & 20 Largest Unsecured Creditors
WESTSIDE RESORT: Case Summary & Nine Largest Unsecured Creditors
WHITEHALL JEWELERS: Grant Thornton LLP Quits as Accountant
WICKES FURNITURE: To Sell Headquarters at Nov. 10 Auction
WILL WILLIAMS: Voluntary Chapter Case Summary

WP HICKMAN: Accounting Discrepancies Blamed for Chapter 11 Filing
WP HICKMAN: Case Summary & 18 Largest Unsecured Creditors
ZVUE CORP: Names Ulysses Curry Jr. as Chairman and Interim CEO

* Fitch Downgrades Ratings on 25 Tranches from Eight CLOs
* Default Rate Continues to Rise in September, S&P Report Says
* S&P: Striving Economy & Jittery Markets Rattle Sr. Living Sector
* S&P: Wachovia's Commonfund Closing May Affect Higher Education
* S&P Cuts Ratings on 38 Tranches from 13 Cash Flow & Hybrid CDOs

* S&P Lowers Ratings on Eight Cert. Classes from Three US RMBS

* Bruce E. de'Medici Joins SmithAmundsen LLC
* Traxi Adds Kelly Beaudin Stapleton as Sr. Managing Director

* BOND PRICING: For the Week of Sept. 29 - Aug. 5, 2008

                             *********


26-01 ASTORIA: Files Disclosure Statement in New York
-----------------------------------------------------
26-01 Astoria Development LLC delivered to the U.S. Bankruptcy
Court for the Eastern District of New York a disclosure statement
explaining its Plan of Reorganization.

                      Funding of the Plan

The plan contemplates the sale of the property and funding of
distributions from the sale proceeds.  Under the plan,
distributions will be funded from either:

   a) cash assets of the Debtor,
   b) non-cash assets of the Debtor,
   c) sale of the Debtor's property, and
   d) other assets that may be identified by the Debtor prior to    
      confirmation.

                       Treatment of Claims

All administrative claims, including claims for professional
compensation and reimbursement, postpetition ordinary course
liabilities and postpetition tax claims, will be paid in cash and
in full.

Class 1 priority claims will receive payment in full.

Class 2 New York City Secured Tax Claim will be paid in full.

Class 3 Stillwater Secured Claim, totaling $7,279,439, will
receive cash in the full amount of the secured claim.

Class 4 unsecured claims, totaling $2,700,000, will receive full
payment.

All Class 5 allowed interest holders will retain their interests
to the same extent as they existed prior to the bankruptcy filing.

A full-text copy of the Debtor's Disclosure Statement is available
for free at http://researcharchives.com/t/s?3359

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 (Bankr. 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.


ACCESS FINANCIAL: Fitch Retains Cl. B-1 Issue at 'CCC/DR2' Rating
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on Access Financial Corp.
manufactured housing issues:

Series 1995-1
  -- Class A-4 affirmed at 'AAA';
  -- Class B-1 remains at 'CCC/DR2'.

Series 1996-1
  -- Class A-5 affirmed at 'AAA';
  -- Class A-6 affirmed at 'A-';
  -- Class B-1 revised at 'C/DR6';
  -- Class B-2 remains at 'C/DR6'.


ACUSPHERE INC: Names Michael Slater as SVP Regulatory Affairs
-------------------------------------------------------------
Acusphere Inc. disclosed in a Securities and Exchange Commission
filing that Michael R. Slater assumed the position of Senior Vice
President, Regulatory Affairs and Operations at the company
effective Sept. 29, 2008, following the decision of Dennis Bucceri
to leave the company for another opportunity.

Mr. Slater oversaw regulatory affairs at Acusphere prior to Mr.
Bucceri's appointment in 2007.  He has also held this position in
other companies, including Biogen and Anika Therapeutics.

Sherri C. Oberg, President and CEO of Acusphere, said, "We are
disappointed to lose Dennis, but respect his decision to return to
a larger, more established company.  We are confident that Michael
Slater will be able to effectively step back into the regulatory
affairs role and continue to push forward with the remaining
critical milestones in the review and ultimately approval by the
U.S. Food and Drug Administration (FDA) of our lead product,
Imagify.  As I've said before, Greater Boston is a competitive
arena for experienced biotech management.  Dennis' role in
shepherding Imagify, one of the few blockbuster products currently
moving through FDA review, makes him highly attractive to a host
of other larger companies.  We thank him and wish him continued
success."

The expected target action date for Imagify (Perflubutane Polymer
Microspheres) for Injectable Suspension, under the Prescription
Drug User Fee Act (PDUFA) is Feb. 28, 2009.

Headquartered in Watertown, Massachusetts, Acusphere Inc. (NASDAQ:
ACUS) -- http://www.acusphere.com-- is a specialty pharmaceutical    
company that develops new drugs and improved formulations of
existing drugs using its proprietary microsphere technology.  The
company  are focused on developing proprietary drugs that can
offer significant benefits such as improved safety and efficacy,
increased patient compliance, greater ease of use, expanded
indications or reduced cost.  

Its lead product candidate, Imagify for Injectable Suspension, is
a cardiovascular drug for the detection of coronary artery
disease.  Imagify is designed to enable ultrasound to compete more
effectively with nuclear stress testing, the leading procedure for
detecting coronary artery disease.  

                        Going Concern Doubt

Deloitte & Touche LLP in Boston raised substantial doubt about
the ability of Acusphere Inc. to continue as a going concern after
it audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditor pointed to the company's recurring
losses from operations, negative cash flows from operations, and
the projected funding needed to sustain its operations.

As of June 30, 2008, the Company had cash and equivalents of $12.0
million, current liabilities of $21.1 million and stockholders'
deficit of $0.8 million.  During the six months ended June 30,
2008, the Company incurred a net loss available to common
stockholders of $25.6 million.  During the six months ended June
30, 2008, operating activities used approximately $10.4 million of
cash.  Given the Company's results from operations, current
forecasts, and financial position as of June 30, 2008, the Company
will require significant additional funds in order to fund
operations through and beyond the fourth quarter of 2008.  

These conditions raise substantial doubt about the Company's
ability to continue as a going concern.  The accompanying
financial statements have been prepared on the basis of a going
concern assumption and do not reflect any adjustments that might
result from the outcome of this uncertainty.


ADVANCED MICRO: Settles Claims in Antitrust Litigation
------------------------------------------------------
Advanced Micro Devices, Inc. disclosed in a Securities and
Exchange Commission filing that on Sept. 16, 2008, the company,
ATI Technologies ULC, AMD U.S. Finance, Inc., and 1252986 Alberta
ULC, and the Company, executed a settlement agreement in
connection with the consolidated action In re Graphics Processing
Units Antitrust Litigation, MDL No. 1826, pending in the District
Court for the Northern District of California.

The Agreement relates to the claims of the certified class of
direct purchaser plaintiffs previously approved by the District
Court, which consists of purchasers who bought graphics cards
directly from the Web sites of ATI or NVIDIA Corporation in the
United States during the period Dec. 4, 2002, to Nov. 7, 2007. The
Agreement calls for the ATI entities to pay $850,000 into a fund
to be made available for payments to the certified class in
exchange for a dismissal of all claims related to the Action.  The
ATI entities are not obligated under the Agreement to pay
attorneys' fees, costs, or make any other payments in connection
with the settlement other than the payment of $850,000. The
Agreement is subject to court approval and, if approved, would
dispose of all claims raised by the certified class in the Action
against the ATI Entities.

The ATI Entities have also reached a settlement agreement with the
remaining individual indirect purchaser plaintiffs in the Action.
On July 18, 2008, the District Court denied a motion seeking to
certify a class of all indirect purchasers in the United States
who purchased a product containing a graphics processing unit
initially sold by the ATI Entities or NVIDIA.

On Sept. 9, 2008, the ATI Entities and NVIDIA reached a settlement
agreement with the remaining individual indirect purchaser
plaintiffs that provides for the ATI Entities to pay $112,500 in
exchange for a dismissal of all claims and appeals related to the
Action raised by the individual indirect purchaser plaintiffs.
This settlement is not subject to the approval of the District
Court.  Pursuant to the settlement, the individual indirect
purchaser plaintiffs in the Action have dismissed their claims and
withdrawn their appeal.

                       About Advanced Micro

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

At June 28, 2008, the company's consolidated balance sheet showed
$9.8 billion in total assets, $8.1 billion in total liabilities,
$189 million in minority interest in consolidated subsidiaries,
and $1.5 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 12, 2008,
Fitch has affirmed these ratings on Advanced Micro Devices Inc.:
Issuer Default Rating at 'B-'; Senior unsecured debt at 'CCC/RR6'
and Rating Outlook at Negative.


AFC MORTGAGE: Fitch Slashes Rating on Class2A RMBS to CCC from BBB
------------------------------------------------------------------
Fitch Ratings affirmed one and downgrades one class of these
residential mortgage-backed securities.

AFC Mortgage Loan Certificates 2000-1
  -- Class 1A affirmed at 'BBB';
  -- Class 2A downgraded to 'CCC' from 'BBB'.

Classes 1A and 2A are insured by FGIC. Fitch's policy is to
maintain ratings on insured transactions at the higher of the
underlying rating of the insured transaction if rated by Fitch or
the rating of the insurer.

Fitch downgraded FGIC's Insurer Financial Strength rating to 'CCC'
and also placed the IFS on Rating Watch Evolving.


AFFINION GROUP: S&P Holds 'B+' Rating; Changes Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Affinion
Group Inc. to stable from negative, while affirming the 'B+'
corporate credit rating on the company.  Norwalk, Connecticut-
based direct marketer Affinion had total debt outstanding of
approximately $1.7 billion as of June 30, 2008.
     
"The outlook revision reflects the company's good operating
performance," said Standard & Poor's credit analyst Hal F.
Diamond, "and debt leverage receding to below our 6.0x target."  
Another factor is S&P's expectation that the company's margin of
compliance under financial covenants will remain adequate despite
annual tightening through 2011.


ALADDIN SYNTHETIC: Moody's Cuts Ratings on Credit Quality Slide
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of the notes
issued by Aladdin Synthetic CDO II SPC:

Class Description: $35,000,000 Series C-2 Notes due 2013

  -- Prior Rating: Baa3
  -- Prior Rating Date: 9/19/2008
  -- Current Rating: Ba2

Class Description: $5,000,000 Series C-3 Notes due 2013

  -- Prior Rating: Baa3
  -- Prior Rating Date: 9/19/2008
  -- Current Rating: Ba2

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to Lehman
Brothers Holdings Inc., which filed for protection under Chapter
11 of the U.S. Bankruptcy Code on September 15, 2008, Washington
Mutual Inc., which was seized by federal regulators on September
25, 2008 and subsequently virtually all of its assets were sold to
JPMorgan Chase, and Fannie Mae, which was placed into the
conservatorship of the U.S. government on September 8, 2008.


AMERICAN COLOR: Works on Vertis Merger Completion, Exit Funding
---------------------------------------------------------------
Following the confirmation of the Joint Prepackaged Plans of
Vertis Holdings, Inc., and ACG Holdings, Inc., on Aug. 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, Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware,
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.

For these reasons, the Vertis Debtors ask the Court 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 Sept. 25, 2008.

The requested extension, Mr. Collins asserts, 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.

                     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.

(Vertis Bankruptcy News, Issue 7; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                  About American Color Graphics

American Color Graphics Inc. -- http://www.americancolor.com/
--         
is one of North America's largest and most experienced full
service premedia and print companies, with eight print locations
across the continent, six regional premedia centers, photography
studios nationwide and a growing roster of customer managed
service sites.  The company provides solutions and services such
as asset management, photography, and digital workflow solutions
that improve the effectiveness of advertising and drive revenues
for their customers.

The company filed and its four affiliates filed for Chapter 11
protection on July 15, 2008 (Bank.D.Del. Case No. 08-11467).
Pauline K. Morgan, Esq. and Sean T. Greecher ,Esq., at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts.  Lehman Brothers, Inc. serves as the
company's financial advisors.  When the Debtors filed for
protection from their creditors they listed estimated assets of
$100 million to $500 million and estimated debts of $500 million
to $1 billion.

ACG Holdings, Inc. and American Color Graphics also filed
bankruptcy petition under the Companies' Creditors Arrangement Act  
before the Ontario Superior Court of Justice (Commercial List) on
July 16, 2008.  Jay A. Carfagnini, Esq., David B. Bish, Esq., and
Jason Wadden, Esq. at Goodmans LLP are their solicitors.
PricewaterhouseCoopers Inc. serves as their CCAA Information
Officer.


AMERICAN INT'L: To Refocus as Worldwide Property & Casualty Co.
---------------------------------------------------------------
American International Group, Inc., said it will refocus the
company on its core property and casualty insurance businesses,
generate sufficient liquidity to repay the outstanding balance of
its loan from the Federal Reserve Bank of New York and address its
capital structure.  AIG had drawn $61 billion on the Federal
Reserve Bank of New York credit facility as of Sept. 30, 2008.

AIG will retain its U.S. property and casualty and foreign general
insurance businesses, and to retain a continuing ownership
interest in its foreign life insurance operations.  AIG's
worldwide property and casualty businesses generated approximately
$40 billion in revenues in 2007.  The company is exploring
divestiture opportunities for its remaining high-quality
businesses and assets.  AIG is also actively at work on a number
of alternatives for its Financial Products business and its
securities lending program.

AIG's Chairperson and Chief Executive Officer Edward M. Liddy
said, "We are refocusing on our traditional strengths in property
and casualty underwriting.  We have a number of remarkable
businesses with leading market positions and significant
competitive advantages that could not be recreated today.  To
realize our objective, we will sell a number of extraordinary
businesses that are proving to be highly attractive to buyers.  We
have already been contacted by numerous strong, stable parties,
and we expect that buyers will recognize the value of these
properties, be a good strategic fit and offer the greatest
potential for growth, profitability, and continuing opportunities
for employees.  Our goal is to emerge from this process as a
smaller but more nimble company that is solidly profitable and has
good long-term growth prospects."

AIG's global coordinators for the divestiture program are The
Blackstone Group and J.P. Morgan.

Lavonne Kuykendall at Dow Jones Newswires reports that AIG set out
a list of companies it will sell to pay the money back and retain
enough capital to go forward.  According to the report, AIG will
sell, preferably in one deal, its U.S. life, retirement and
pensions businesses. AIG's non-insurance businesses are also on
the market, the report says.

Dow Jones relates that Mr. Liddy said he would welcome "pre-
emptive" offers, particularly from "brand-name operations with
strong ratings and balance sheets" and a clear ability to close
the sale.

According to Dow Jones, Mr. Liddy said that AIG has drawn around
$61 billion of the Fed's $85 billion credit line so far, and will
need more.  Citing Mr. Liddy, Dow Jones states that about
$54 billion of the loan has was used in collateral calls on its
troubled derivatives business, which has reported $26 billion in
market value losses since the fourth quarter of 2007, while the
rest of the money was used in other liquidity needs amid an
"unprecedented" freezing of credit markets.

AIG will avoid "franchise erosion" from having clients and key
employees leave the company, and Mr. Liddy said that a transparent
sales process will help, Dow Jones reports.  

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

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

               $85,000,000,000 Federal Reserve Loan

The Federal Reserve Bank of New York extended to AIG a revolving
credit facility up to $85 billion.  AIG's borrowings under the
revolving credit facility will bear interest, for each day, at a
rate per annum equal to three-month Libor plus 8.50%.  The
revolving credit facility will have a 24-month term and will be
secured by a pledge of assets of AIG and various subsidiaries.

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

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

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

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

The Preferred Stock will, from issuance:

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

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

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

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

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

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

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

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

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

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

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

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

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

                     *     *     *          

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

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


AMERICAN INT'L: Recent Ratings Won't Affect RMBS Certs., S&P Says
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its recent rating actions
on American International Group Inc. (AIG; A-/Watch Dev/A-1) and
its related subsidiaries do not affect the current ratings on the
certificates from the U.S. RMBS transactions listed below.  While
AIG or its subsidiaries provide various forms of mortgage
insurance, including residential mortgage pool insurance and deep
mortgage insurance, after analyzing all other forms of credit
enhancement these transactions have, S&P believes that the deals
have sufficient credit enhancement to support the current ratings
on their own, without accounting for any insurance claim cash
flows from the AIG-related policies.

The Federal Reserve Bank of New York offered AIG an $85 billion
secured loan facility which S&P believes will likely affect the
new rating on AIG; however, at present, S&P does not anticipate
that any updated AIG rating will affect the ratings on the U.S.
RMBS transactions listed below.  Notwithstanding the above, if
performance variables for the U.S. RMBS transactions were to
deteriorate further, the assigned ratings could come under
pressure.  Standard & Poor's will continue to monitor its ratings
on all classes related to AIG and its subsidiaries due to the
aforementioned mortgage insurance policies and take rating actions
as appropriate.

Outstanding Ratings

Citibank N.A. New York, NY
Series     1986- S

Class      CUSIP         Rating
-----      -----         ------
A          172905AZ4     AA

Citibank N.A. New York, NY
Series     1987- D

Class      CUSIP         Rating
-----      -----         ------
A          172905BJ9     AA

Citicorp Mortgage Securities Inc.
Series     1988- 11

Class      CUSIP         Rating
-----      -----         ------
A-1        172921CE6     AA

CWABS Asset-Backed Certificates Trust 2005-AB4
Series     2005-AB4

Class      CUSIP         Rating
-----      -----         ------
1-A        126670KJ6     AAA
2-A-1      126670KK3     AAA
2-A-3      126670KM9     AAA
2-A-4      126670KN7     AAA
A-R        126670LA4     AAA
M-1        126670KP2     AA+/Watch Neg  
M-2        126670KQ0     AA+/Watch Neg  
M-3        126670KR8     AA/Watch Neg   
M-4        126670KS6     AA-/Watch Neg  
M-5        126670KT4     A+/Watch Neg   
M-6        126670KU1     A-/Watch Neg   
M-7        126670KV9     BBB-/Watch Neg
M-8        126670KW7     B+/Watch Neg   

CWABS Asset-Backed Certificates Trust 2006-20
Series 2006-20

Class      CUSIP         Rating
-----      -----         ------
1-A        12667HAA9     BB
2-A-1      12667HAB7     AAA
2-A-2      12667HAC5     AAA
2-A-3      12667HAD3     BBB
2-A-4      12667HAE1     BB
M-1        12667HAF8     B
M-2        12667HAG6     B-
M-3        12667HAH4     B-
M-4        12667HAJ0     CCC
M-5        12667HAK7     CCC
M-6        12667HAL5     CCC
M-7        12667HAM3     CCC
M-8        12667HAN1     CC
M-9        12667HAP6     CC
B          12667HAQ4     CC

CWABS Inc.
Series 2002-S1

Class      CUSIP         Rating
-----      -----         ------
A-4        126671PU4     AAA
A-5        126671PV2     AAA
A-IO       126671PW0     AAA
M-1        126671PP5     AA
M-2        126671PQ3     A

CWABS Inc.
Series 2002-S2

Class      CUSIP         Rating
-----      -----         ------
A-5        126671QN9     AAA
A-IO       126671QP4     AAA
M-1        126671QQ2     AA
M-2        126671QR0     A

CWABS Inc.
Series 2002-S4

Class      CUSIP         Rating
-----      -----         ------
A-5        126671UD6     AAA
A-IO       126671UE4     AAA
M-1        126671UF1     AA
M-2        126671UG9     A
B          126671UH7     A

CWABS Inc.
Series 2003-3

Class      CUSIP         Rating
-----      -----         ------
1-A-5      126671C95     AAA
1-A-6      126671D29     AAA
2-A-2      126671D45     AAA
3-A        126671D52     AAA
M-1        126671D60     AA+
M-2        126671D78     AA+
M-3        126671D86     AA+
M-4        126671D94     AA
M-5        126671E28     A+
M-6        126671E36     A-

CWABS Inc.
Series 2004-S1

Class      CUSIP         Rating
-----      -----         ------
A-2        126673TC6     AAA
A-3        126673TD4     AAA
A-IO       126673TE2     AAA
M-1        126673TF9     AA
M-2        126673TG7     A
M-3        126673TQ5     A-

CWHEQ Revolving Home Equity Loan Trust Series 2006-C
Series 2006-C

Class      CUSIP         Rating
-----      -----         ------
1-A        126685DH6     AA
2-A        126685DJ2     AA

DLJ Mortgage Acceptance Corp.
Series 1993-19
Class      CUSIP         Rating
-----      -----         ------
A-P        23321PGE2     AAA
S-1        23321PFW3     AAA
A-7        23321PGD4     AAA
M          23321PGF9     AAA
B-1        23321PGG7     AAA

FNT Mortgage-Backed Pass-Through Certificates Series FNT 2001-4
Series 2001-4

Class      CUSIP         Rating
-----      -----         ------
I-A-1      22540WCP3     AAA
D-A-P      22540WFV7     AAA
III-A-X    22540WEN6     AAA
IV-A-X     22540WEP1     AAA
C-A-X      22540WEQ9     AAA
C-B-1      22540WEU0     AAA
C-B-2      22540WEV8     AAA
C-B-3      22540WEW6     AA+
IV-A-1     22540WED8     AAA
IV-A-2     22540WEE6     AAA
IV-A-3     22540WFT2     AAA
V-A-1      22540WEF3     AAA
V-A-2      22540WEG1     AAA

Prudential Securities Secured Financing Corp.
Series 1992- 1

Class      CUSIP         Rating
-----      -----         ------
A-1        74436JAL1     AAA

Ryland Mortgage Securities Corp.
Series 1991-15

Class      CUSIP         Rating
-----      -----         ------
B          783766GV4     AAA

Ryland Mortgage Securities Corp.
Series 1991-16

Class      CUSIP         Rating
-----      -----         ------
B          783766GY8     AAA
I          783766GZ5     AAA

Ryland Mortgage Securities Corp.
Series 1991-17

Class      CUSIP         Rating
-----      -----         ------
B          783766HB7     AAA

Ryland Mortgage Securities Corp.
Series 1991-19

Class      CUSIP         Rating
-----      -----         ------
B          783766HF8     AAA

Ryland Mortgage Securities Corp.
Series 1992- 4

Class      CUSIP         Rating
-----      -----         ------
B          783766JT6     AA+

Ryland Mortgage Securities Corp.
Series 1992-1FBS

Class      CUSIP         Rating
-----      -----         ------
G          783766KJ6     AAA
R          783766KM9     AAA
RL         783766KN7     AAA
M          783766KL1     AAA
F          783766KK3     AAA

Salomon Brothers Mortgage Securities VII Inc.
Series 1993- 9

Class      CUSIP         Rating
-----      -----         ------
A-2        79548KJE9     AAA
B-1        79548KJF6     AAA
B-2        79548KJG4     AAA
B-3        79548KJH2     AA
B-4        79548KJJ8     BBB+
B-5        79548KJK5     B

Structured Asset Securities Corp.
Series 2003-S2

Class      CUSIP         Rating
-----      -----         ------
M1-A       86359BBL4     AA
M1-F       86359BBM2     AA
M2-A       86359BBN0     A
M2-F       86359BBP5     A
M3         86359BBQ3     A-

Structured Asset Securities Corp.
Series 2004-S2

Class      CUSIP         Rating
-----      -----         ------
A-SIO      86359BSR3     AAA
M4         86359BSV4     A-
M5         86359BSW2     BBB+
M6         86359BSX0     B
M7         86359BSY8     CCC

Structured Asset Securities Corp.
Series 2004-S3

Class      CUSIP         Rating
-----      -----         ------
M1         86359BB67     AA+
M2         86359BB75     AA
M3         86359BB83     BBB
M4         86359BB91     BB
M5         86359BC25     B
M6         86359BC33     CCC
M7         86359BC41     CC

Structured Mortgage Asset Residential Trust, Series 93-3
Series 1993- 3

Class      CUSIP         Rating
-----      -----         ------
CK         863573SP7     AAA
CL         863573SQ5     AAA
CX         863573SR3     AAA
CY         863573SW2     AAA
G          863573SC6     AAA

Structured Mortgage Asset Residential Trust, Series 93-4
Series 1993- 4

Class      CUSIP         Rating
-----      -----         ------
AF         8635739A1     AAA
AX         863573TC5     AAA
AY         863573TB7     AAA
R-1        863573TE1     AAA
G          863573TG6     AAA

Structured Mortgage Asset Residential Trust, Series 93-5
Series 1993- 5

Class      CUSIP         Rating
-----      -----         ------
CJ         863573TT8     AAA
CX         863573TW1     AAA
G          863573TH4     AAA

Travelers Mortgage Services Inc.
Series 1989- 1

Class      CUSIP         Rating
-----      -----         ------
1A         89419KAY9     AA


AMPEX CORP: Emerges from Bankruptcy; Consummates Chapter 11
-----------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York entered an order consummating the plan of reorganization
filed by Ampex Corporation and certain of its U.S. subsidiaries
under chapter 11 of the United States Bankruptcy Code

In July 2008, all creditors entitled to vote on the Plan
overwhelmingly voted in favor of it.  All remaining conditions to
Plan consummation have now been satisfied, permitting Ampex to
emerge from bankruptcy as a going concern.

The Debtors' plan became effective on Oct. 3, 2008.

Ampex has received $5 million of new funding from Hillside Capital
Incorporated that will be used for, among other things, general
working capital purposes and to repay a portion of its outstanding
Senior Notes.  In addition, Hillside has provided Ampex with
financing, if needed, to satisfy future pension contributions to
its defined benefit plans.

Upon emergence, Hillside holds approximately 95% of Ampex's New
Common Stock.

"Ampex has substantially delivered its capital structure through
the reorganization process and now has a capital structure and the
resources in place to continue to serve its customers as it has
for more than 60 years," D. Gordon Strickland, Ampex's Chief
Executive Officer, commented.

"We greatly appreciate the loyalty of our suppliers, customers and
employees during the reorganization process, and we look forward
to being able to continue to supply the market with the state-of-
the art products and services for which Ampex has always been
known," Larry Chiarella, Ampex Data Systems' President, stated.

Furthermore, claims arising out of the rejection of an executory
contract or unexpired lease under the plan must be filed with the
Court by Nov. 3, 2008.

Under the plan, holders of general unsecured claims, totaling
$51.6 million, are expected to recover 10%, while Hillside who
asserted a $11 million in secured claims is expected to recover
100%.  All existing common stock, securities and interest will be
canceled.

A full-text copy of the Debtors' Plan of Reorganization dated July
9, 2008, is available for free at:

              http://ResearchArchives.com/t/s?3049

Headquartered in Redwood City, California, Ampex Corp. --  
http://www.ampex.com/-- (Nasdaq:AMPX) is a licensor of visual          
information technology.  The company has two business segments:
Recorders segment and Licensing segment.  The Recorders segment
primarily includes the sale and service of data acquisition and
instrumentation recorders (which record data and images rather
than computer information), and to a lesser extent mass data
storage products.  The Licensing segment involves the licensing
of intellectual property to manufacturers of consumer digital
video products through their corporate licensing division.

On March 30, 2008, Ampex Corp. and six affiliates filed for
protection under Chapter 11 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the Southern District of New York (Case
Nos. 08-11094 through 08-11100).  Matthew Allen Feldman, Esq.,
and Rachel C. Strickland, Esq., at Willkie Farr & Gallagher LLP,
represent the Debtors in their restructuring efforts.  The
Debtors have retained Conway Mackenzie & Dunleavy as their  
financial advisors.  In its schedules of assets and liabilities
filed with the Court, Ampex Corp. disclosed total assets of
$9,770,089 and total debts of $82,488,054.

The Debtors have nine foreign affiliates that are incorporated
in seven countries -- one each in the United Kingdom, Japan,
Belgium, Colombia and Brazil and two each in Germany and Mexico.  
With the exception of the affiliates located in the U.K. and
Japan, none of the other foreign affiliates conduct meaningful
business activity.  As of March 30, 2008, none of the foreign
affiliates have commenced insolvency proceedings.


APPLERIDGE RETIREMENT: Files for Chapter 11, Workers Unaffected
---------------------------------------------------------------
Appleridge Retirement Community filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Western District
of New York.

According to WETM 18, an Appleridge Retirement spokesperson said
that the firm had to file for bankruptcy because in 2006, it
defaulted on its mortgage.  

WETM 18 relates that the spokesperson said that the firm's 76
tenants and 39 workers won't be affected.  "At this point there
are no layoffs, changes in services that would impact the
residents.  The filing only impacts Appleridge," WETM 18 quoted
Bethany Village's President and CEO Tom Santobianco as saying.

Appleridge Retirement is part of Bethany Village, but no other
Bethany Village facilities are affected because each is separately
owned, Bethany Village states.

Horseheads, New York-based Appleridge Retirement Community, Inc.,
owns apartments.  It filed for Chapter 11 bankruptcy protection on
Sept. 29, 2008 (Bankr. W.D. N.Y. Case No. 08-22508).  Stephen A.
Donato, Esq., at Bond, Schoeneck & King, PLLC, represents the
company in its restructuring effort.  The company listed assets of
$5,535,629 and debts of $26,767,620.


ASSOCIATES: Fitch Downgrades Ratings on Seven Housing Issues
------------------------------------------------------------
Fitch Ratings has taken rating actions on Associates manufactured
housing issues:

Series 1996-1
  -- Class M upgraded to 'AAA' from 'AA+';
  -- Class B-1 downgraded to 'AA-' from 'AA';
  -- Class B-2 downgraded to 'AA-' from 'AA';

Series 1996-2
  -- Class M upgraded to 'AAA' from 'AA+';
  -- Class B-1 affirmed at 'BBB'
  -- Class B-2 downgraded to 'C/DR6' from 'CC/DR3';

Series 1997-1
  -- Class M upgraded to 'AAA' from 'AA+';
  -- Class B-1 downgraded to 'AA-' from 'AA'
  -- Class B-2 downgraded to 'AA-' from 'AA'

Series 1997-2
  -- Class A-6 affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 downgraded to 'AA-' from 'AA'
  -- Class B-2 downgraded to 'AA-' from 'AA'


BANKAMERICA: Fitch Takes Rating Actions on Various Housing Issues
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on BankAmerica manufactured
housing issues:

BankAmerica Manufactured Housing Contract Trust I 1996-1
  -- Class A-7 affirmed at 'AAA';
  -- Class B-1 revised to 'C/DR6' from 'C/DR3';
  -- Class B-2 remains at 'C/DR6';

BankAmerica Manufactured Housing Contract Trust II 1997-1
  -- Class A-9 affirmed at 'AAA';
  -- Class M affirmed at 'CCC/DR1';
  -- Class B-1 remains at 'C/DR5';
  -- Class B-2 remains at 'C/DR6';

BankAmerica Manufactured Housing Contract Trust III 1997-2
  -- Class A-9 affirmed at 'AAA';
  -- Class M affirmed at 'CCC/DR1';
  -- Class B-1 remains at 'C/DR6';
  -- Class B-2 remains at 'C/DR6';

BankAmerica Manufactured Housing Contract Trust IV 1998-1
  -- Class A affirmed at 'AAA';
  -- Class M upgraded to 'AA-' from 'A+';
  -- Class B-1 downgraded to 'CCC/DR1' from 'B';
  -- Class B-2 remains at 'C/DR6';

BankAmerica Manufactured Housing Contract Trust V 1998-2
  -- Class A-7 affirmed at 'AAA';
  -- Class M affirmed at 'B', placed on Rating Watch Positive;
  -- Class B-1 remains at 'C/DR2';
  -- Class B-2 remains at 'C/DR6';


BCF LLC: Fitch Puts Five Rated Cert. Classes Under Negative Watch
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on BCF L.L.C., mortgage
pass-through certificates:

BCF L.L.C., Series 1997-R1
  -- Class A-4 rated 'AAA', placed on Rating Watch Negative;
  -- Class WAC rated 'AAA', placed on Rating Watch Negative;
  -- Class B-1 rated 'AA', placed on Rating Watch Negative;
  -- Class B-2 downgraded to 'BB' from 'BB+', placed on Rating
     Watch Negative;

  -- Class B-3 downgraded to 'C/DR6' from 'CC/DR3';

BCF L.L.C., Series 1997-R3
  -- Class A-WAC affirmed at 'AAA';
  -- Class B-1 rated 'AA', placed on Rating Watch Negative;
  -- Class B-2 downgraded to 'C/DR6' from 'BB';
  -- Class B-3 revised to 'C/DR6' from 'C/DR4'.

The underlying collateral for these transactions consists
primarily of mortgage loans purchased from the United States
Department of Housing and Development.  The mortgage loans are
secured by first liens on one- to four-family residential real
estate properties and had been contractually delinquent at
origination.  The mortgage loans are being serviced by Ocwen Loan
Servicing, LLC.


BIOMETRX INC: Files Amended Employee Compensation Plan with SEC
---------------------------------------------------------------
bioMETRX Inc. disclosed in a Securities and Exchange Commission
filing that it has filed amendment to its registration statement
on Form S-8 filed March 28, 2008, solely for the purpose of filing
the Amended and Restated 2008 Employee/Professional/Consultant
Stock Compensation Plan.

The Company indicated that the Delaware General Corporation Law
and its Bylaws provide for indemnification of its directors for
liabilities and expenses that they may incur in those capacities.
In general, the Company's directors and officers are indemnified
with respect to actions taken in good faith and in a manner the
person believed to be in the Company's best interests, and with
respect to any criminal action or proceedings, actions that the  
person has no reasonable cause to believe were unlawful.  
Furthermore, the directors' personal liability is limited as
provided in the Company's Certificate of Incorporation.

The Company currently carries $1,000,000 in directors and officers
insurance, but existing coverage may not be adequate to cover
potential claims.  Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors,
officers or persons controlling the Company, the Company says it
has been informed that in the SEC's opinion, the indemnification
is against public policy as expressed in the Act and is therefore
unenforceable.

A copy of bioMETRX Inc.'s amended registration statement is
available free of charge at http://researcharchives.com/t/s?333d

                        About bioMETRX Inc.

Headquartered in Jericho, New York, bioMETRX Inc. (OTC BB: BMRX)
-- http://www.biometrx.net/-- through its wholly owned     
subsidiaries, designs, develops, engineers and markets biometrics-
based products for the consumer home security, consumer
electronics, medical records and medical products markets.

BioMETRX Inc.'s consolidated balance sheet at June 30, 2008,
showed $1,670,523 in total assets and $4,613,364 in total
liabilities, resulting in a $2,942,841 stockholders' deficit.

                       Going Concern Doubt

Wolinetz, Lafazan & Company, P.C., in Rockville Centre, New York,
expressed substantial doubt about BioMetrx 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 frim
reported that the company's operations have generated recurring
losses and cash flow deficiencies for the years ended Dec. 31,
2007, and 2006.  In addition, the auditing firm said that as of
Dec. 31, 2007, the company has a significant working capital
deficit and stockholders' deficit.


BOMBARDIER CAPITAL: Fitch Takes Rating Actions on Various Classes
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on Bombardier Capital
Mortgage Securitization Corp. manufactured housing issues:

Series 1998-A
  -- Class A-3 affirmed at 'AAA';
  -- Class A-4 affirmed at 'AAA';
  -- Class A-5 affirmed at 'AAA';
  -- Class M affirmed at 'BB';
  -- Class B-1 revised to 'C/DR6' from 'C/DR5'.

Series 1998-C
  -- Class A affirmed at 'BBB';
  -- Class M-1 affirmed at 'B';
  -- Class M-2 revised to 'C/DR6' from 'C/DR5';
  -- Class B-1 remains at 'C/DR6'.

Series 1999-B
  -- Class A-1-A remains at 'CC/DR3';
  -- Class A-1-B remains at 'CC/DR3';
  -- Class A-2 remains at 'CC/DR3';
  -- Class A-3 remains at 'CC/DR3';
  -- Class A-4 remains at 'CC/DR3';
  -- Class A-5 remains at 'CC/DR3';
  -- Class A-6 remains at 'CC/DR3'.

Series 2000-A
  -- Class A-1 remains at 'CC/DR3';
  -- Class A-2 remains at 'CC/DR3';
  -- Class A-3 remains at 'CC/DR3';
  -- Class A-4 remains at 'CC/DR3';
  -- Class A-5 remains at 'CC/DR3'.

Series 2001-A
  -- Class A affirmed at 'A';
  -- Class M-1 affirmed at 'B';
  -- Class M-2 revised to 'C/DR6' from 'C/DR5';
  -- Class B-1 remains at 'C/DR6'.


BSML INC: MicroCapital LLC Discloses 17.4% Equity Stake
-------------------------------------------------------
MicroCapital LLC disclosed in a Securities and Exchange Commission
filing that it may be deemed to beneficially own 1,948,949 shares
of BSML Inc.'s common stock, representing 17.4% of the shares
issued and outstanding.

Based in Walnut Creek, California, BSML Inc. (NasdaqCM: BSML) --
http://www.britesmile.com/-- markets teeth whitening technology
and manages BriteSmile Professional Teeth Whitening Centers.

BSML Inc.'s consolidated balance sheet at June 28, 2008, showed
$5.8 million in total assets and $8.2 million in total
liabilities, resulting in a $2.4 million stockholders' deficit.

At June 28, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1.8 million in total current
assets available to pay $7.5 million in total current liabilities.

The company reported a net loss of $695,000 for the second quarter
ended June 28, 2008, compared with a net loss of $704,000 in the
same period ended June 30, 2007.

                      Going Concern Doubt

Stonefield Josephson Inc., in Los Angeles, California, expressed
substantial doubt about BSML Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 29, 2007.

To date, the company has yet to achieve profitability.  The
company had an accumulated deficit of $177.9 million and working
capital deficiency of $5.7 million as of June 28, 2008.  The
company's net loss and net cash used by operating activities were
$1.3 million and $5.0 million, respectively, for the twenty-six
weeks ended June 28, 2008.  At June 28, 2008, the company had
$243,000 in unrestricted cash and cash equivalents.  The company
is not certain if its cash will be sufficient to maintain
operations of the continuing company at least through the next
year due to the uncertainty of the company's ability to generate
positive cash flow from the Centers business operations.


CABLEVISION SYSTEMS: GAMCO Discloses 8.43% Stake
------------------------------------------------
Mario J. Gabelli and various entities which he directly or
indirectly controls or for which he acts as chief investment
officer disclosed in a Securities and Exchange Commission filing
that they may be deemed to beneficially own an aggregate of
19,698,740 shares of Cablevision Systems Corporation's common
stock, representing 8.43% of the 233,696,180 shares outstanding as
of June 30, 2008.  

These persons beneficially own shares:

  Name                          Number of Shares    Percentage
  ----                          ----------------    ----------
  Gabelli Funds, LLC                   8,270,000         3.54%

  GAMCO Asset Management Inc.         11,041,650         4.72%

  GGCP, Inc.                              70,000         0.03%

  MJG Associates, Inc.                   131,000          0.06%
  
  Gabelli Securities Inc.                 60,395          0.03%

  Mario J. Gabelli                        68,095          0.03%

  Gabelli Foundation Inc.                 38,000          0.02%

  GAMCO Investors, Inc.                   19,600          0.01%

                  About Cablevision Systems Corp.

Headquartered in Bethpage, New York, Cablevision Systems Corp.
(NYSE: CVC) -- is a cable operator in the United States that
operates cable programming networks, entertainment businesses and
telecommunications companies.  Through its wholly owned
subsidiary, Rainbow Media Holdings LLC, Cablevision owns interests
in and manages numerous national and regional programming
networks, the Madison Square Garden sports and entertainment
businesses, and cable television advertising sales companies.  
Through Cablevision Lightpath Inc., its wholly owned subsidiary,
the company provides telephone services and Internet access to the
business market.

At June 30, 2008, the company's consolidated balance sheet showed
$9.4 billion in total assets and $14.4 million in total
liabilities, resulting in a $5.0 billion total stockholders'
deficit.

                          *     *     *

As disclosed in the Troubled Company Reporter on June 6, 2008,
Standard & Poor's Ratings Services affirmed all its ratings,
including its 'BB' corporate credit rating, on based Cablevision
Systems Corp., a major cable operator in the New York City
metropolitan area, and its subsidiaries.  The outlook is negative.  

On June 2, 2008, TCR said that Moody's Investors Service assigned
a B1 rating to the proposed new $500 million of senior unsecured
debt to be issued by Cablevision Systems Corporation's subsidiary
CSC Holdings, Inc.  Existing ratings for the company and CSC were
also affirmed.  The rating outlook remains stable.


CALDERA RESOURCES: TSX Reviews Common Share Listing Compliance
--------------------------------------------------------------
The Toronto Stock Exchange said that it is reviewing the common
shares of Caldera Resources Inc. with respect to meeting the
continued listing requirements.  TSX said that the Company has
been granted 120-days in which to regain compliance with these
requirements, pursuant to the Remedial Review Process.

Caldera Resources Inc (Symbol: CDR) engages in the extraction of
precious metals and stones.


C-BASS: Fitch Affirms Class B-3 Housing Issue Rating at 'B'
-----------------------------------------------------------
Fitch Ratings has taken rating actions on C-Bass manufactured
housing issue:

Series 2006-MH1
  -- Class AF-1 affirmed at 'AAA';
  -- Class AF-2 affirmed at 'AAA';
  -- Class AF-3 affirmed at 'AAA';
  -- Class AF-4 affirmed at 'AAA';
  -- Class AV-2 affirmed at 'AAA';
  -- Class AV-3 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class B-1 affirmed at 'BBB';
  -- Class B-2 affirmed at 'BB';
  -- Class B-3 affirmed at 'B';


CBRE REALTY: Fitch Chips $9.5MM Class L CDO to 'B-' from 'BB-'
--------------------------------------------------------------
Fitch Ratings downgrades CBRE Realty Finance CDO 2007-1 Ltd./LLC
as:

  -- $17,000,000 class J to 'B+' from 'BB+';
  -- $15,500,000 class K to 'B' from 'BB';
  -- $9,500,000 class L to 'B-' from 'BB-'.

These classes are affirmed by Fitch:

  -- $450,000,000 class A-1 at 'AAA';
  -- $50,000,000 class A-1R at 'AAA';
  -- $125,000,000 class A-2 at 'AAA';
  -- $25,000,000 class A-2R at 'AAA';
  -- $86,500,000 class B at 'AA';
  -- $48,000,000 class C at 'A+';
  -- $19,000,000 class D at 'A';
  -- $15,000,000 class E at 'A-';
  -- $22,500,000 class F at 'BBB+';
  -- $15,000,000 class G at 'BBB';
  -- $24,000,000 class H at 'BBB-'.

Fitch conducted this review as three assets are either defaulted
or have been deemed distressed since the last review (4.9% of the
portfolio).  The actions are based on Fitch's expected loss
assumptions regarding the distressed assets, the transaction
breaching its poolwide expected loss covenant, and failure of
Fitch's property value decline stress scenarios.  Additionally,
approximately 4.5% of the portfolio has turned over since Fitch's
last review.

Deal Summary:

CBRE Realty Finance CDO 2007-1 Ltd/LLC is a $1,000,000,000
revolving commercial real estate collateralized debt obligation
that closed on April 2, 2007.  As of the Aug. 29, 2008 trustee
report and based on Fitch categorizations, the CDO was
substantially invested as: commercial mortgage whole loans/A-notes
(55.8%), CMBS (19.8%), B-notes (12.9%), commercial real estate
mezzanine loans (11.1%), and CRE CDOs (0.5%).  The CDO is also
permitted to invest in synthetically referenced assets, real
estate bank loans, and REIT debt.

As of Aug. 29, 2008, $41.7 million had been advanced from the A-1R
class with $9.3 million remaining.  No funds have been advanced
from the $25 million A-2R class.  While the revolving classes are
not fully drawn, they are fully committed to cover future funding
obligations of commercial real estate loans currently in the
portfolio.

The portfolio is selected and monitored by CBRE Realty Finance
Management, LLC.  CBRE Realty Finance CDO 2007-1 Ltd/LLC has a
five-year reinvestment period during which, if all reinvestment
criteria are satisfied, principal proceeds may be used to invest
in substitute collateral.  The reinvestment period ends in April
2012.

Although the CDO's poolwide expected loss covenant varies
depending on the in-place weighted average spread, the collateral
manager has the option of contributing additional equity to the
transaction, which allows for additional credit migration beyond
the WAS/PEL Matrix.

Performance Summary:

CBRE 07-1 became effective on Jan. 2, 2008. Since Fitch's last
review in January 2008, the as-is poolwide expected loss has
increased to 34.375%.  Additionally, the portfolio's WAS
decreased, lowering the PEL covenant to 32.875% from 33.875%,
according to the transaction's WAS/PEL matrix.  The higher PEL
combined with the lower PEL covenant contributed to the negative
reinvestment cushion of -1.500%.

Since January 2008, two CREL positions (4.1%) have been added to
the pool while one (2.0%) paid off and another, a mezzanine loan
(2.5%) on a hotel property, was repurchased.  One asset (1.0%)
defaulted, and another (2.5%) was deemed distressed.  The weighted
average expected loss of the CREL assets increased to 34.375% from
30.250% at last review, and from 26.500% at the transaction's
close.  The primary reason for the increased expected loss is due
to the two newly defaulted/distressed loans, increasing the total
number of distressed loans to three.

The first loan of concern is a mezzanine loan (2.5%) on Riverton
Apartments, a multifamily property located in the Harlem submarket
of New York City.  While both August and September interest
payments were made, there is concern about their ability to make
future payments.  The distressed condition resulted from an
underperforming business plan, which involved the conversion of
rent stabilized units to market rate, and reduction of the
interest reserve.  The borrower is currently working with the
special servicer of the A-note on potential work-out strategies.
Given its deeply subordinated position in the capital stack, Fitch
assumed 100% expected loss on this loan.

The second loan of concern is a whole loan (1.0%) for a
motorcycling recreational facility located in Hartford,
Connecticut which defaulted. Since defaulting on the loan, the
borrower has come out-of-pocket to bring the interest payments
current, and has also paid down the loan balance by $1.5 million.  
While the borrower also replenished the interest reserve with
$500,000, it is only expected to cover interest shortfalls through
October 2008.  The borrower is currently marketing the property
for sale.

The last loan of concern (1.4%) is a defaulted whole loan on an
office property located in Schaumberg, Illinois, which remains in
default since last review.  CBRE continues to work through the
foreclosure process, which it expects to resolve by year-end 2008.

In addition to the defaulted assets mentioned above, the credit
quality of the remaining CREL assets declined on average.  Since
last review, the weighted average Fitch stressed debt service
coverage ratio on stabilized net cash flow decreased to 0.91 times
from 0.96x, while the weighted average Fitch stressed loan-to-
value increased to 129% from 125%.  Over the same period, Fitch's
weighted average volatility score increased to 6 from 5.  Fitch's
volatility score is a measure of the viability of a property's
business plan, and considers change from as-is to stabilized net
cash flow, time to stabilization, market, and sub-market factors.  
Volatility scores range from 1 to 10, where 10 is considered the
most volatile.

As of the August trustee report, the CDO was in compliance with
all its reinvestment covenants.  The WAS has decreased to 2.55%
from 2.90% at last review.  The weighted average coupon remains at
6.30%.  The decreased WAS causes the transaction to reference a
lower PEL covenant (32.875%) than at last review (33.875%),
according to the transaction's WAS/PEL matrix.

The overcollateralization and interest coverage ratios of all
classes have remained above their covenants as of the Aug. 29
trustee report.  The class F/G/H OC test result (110.89%) is tight
compared to its covenant (109.66%) as a result of the loan
defaults.  The OC test excludes one of the distressed assets (1%)
as this loan has since been brought current; however, this asset
continues to be a Fitch loan of concern.  Should the OC ratio
decline below 109.66%, interest will be diverted from the below
investment grade notes and preferred shares in order to redeem the
class A-1 notes and subordinate classes sequentially until the OC
test is satisfied.

Collateral Analysis:

The portfolio is comprised of 80% CREL and 20% rated securities.
As of the August trustee report and per Fitch categorizations, the
CDO is within all its property type covenants.  Office loans have
the highest concentration at 43.0%.  The CDO is also within all
its geographic covenants with California representing the highest
concentration at 25.1%.  Since last review, whole loans continue
to be the largest asset type concentration in the pool at 55.8%,
increasing from 52.6% at last review.  The concentration of B-
notes increased to 12.9% from 11.0%, while mezzanine loans
decreased to 11.1% from 15.6%.

The Fitch Loan Diversity Index increased slightly to 252 from 251
at last review, compared to the covenant of 268.  The CDO's LDI
represents better diversity as compared to other CRE CDOs.

For a summary of CDO collateral, including the 10 largest assets,
please refer to the CBRE Realty Finance CDO 2007-1 CREL Surveyor
Snapshot, which will be available on the Fitch web site beginning
Oct. 8, 2008.

Asset Manager:

CBRE Realty Finance Management, LLC was established in June 2005
and serves as collateral manager for CBRE Realty Finance CDO
2006-1, Ltd. and CBRE Realty Finance CDO 2007-1 Ltd. CBRF is a
direct subsidiary of CBRE|Melody & Co., which is in turn a
subsidiary of CB Richard Ellis (NYSE: CBG).  In addition to
serving as a collateralized debt obligation manager, CBRF is also
the external manager for CBRE Realty Finance, Inc., a publicly
traded real estate investment trust.


CELTS 2007-1: Fitch Cuts and Withdraws Ratings on Two Note Classes
------------------------------------------------------------------
Fitch Ratings has downgraded one class and withdrawn its ratings
on two classes of notes issued by CELTS 2007-1.  These rating
actions are effective immediately:

  -- $307,000,000 class A revolving notes are downgraded to 'B'
     from 'BB' and withdrawn;

  -- $57,000,000 class B notes are affirmed at 'CCC' and
     withdrawn.

The downgrade of class A notes reflect the market value declines
in the loan market over the past two weeks.  The declines have
reduced the distance-to-trigger metric to a level that no longer
supports a 'BB' rating.

CELTS 2007-1 is a total rate of return collateralized loan
obligation with a market value termination trigger.  The
transaction closed on Aug. 17, 2007 and is managed by INVESCO
Senior Secured Management, Inc.

The rating of the class A notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the transaction's governing documents, as well as the stated
balance of principal by the legal final maturity date.  The rating
of the class B notes addresses the likelihood that investors will
receive full and timely payments of interest, defined as Class B
Note Rate, as per the transaction's governing documents, as well
as the stated balance of principal by the legal final maturity
date.

The investors who own all of the class A and class B notes of this
transaction have requested Fitch's rating withdrawal.  Due to this
lack of investor interest, Fitch is withdrawing its rating on the
transaction.


CHESAPEAKE CORP: Sees Likely Default on Loan Facility Covenant
-------------------------------------------------------------
Chesapeake Corporation disclosed that it made progress on its
ongoing efforts to address the upcoming maturity of its bank
credit facility and its general liquidity needs.

The holders of more than 70% of the principal amount of the
corporation's 10-3/8% Sterling-denominated senior subordinated
notes due in 2011 and its 7% euro-denominated senior subordinated
notes due in 2014 have formed an ad hoc committee and retained
Houlihan Lokey as their financial advisor.  The corporation has
been engaged in constructive discussions with the ad hoc committee
and its advisor about financial restructuring alternatives that
the corporation expects would, if consummated, address the
corporation's short-term and long-term financing, capital
structure and operational needs.  The alternatives being
discussed include potential transactions involving a substantial
reduction in the corporation's leverage that would result in
substantial dilution or a reduction of the value of the
corporation's current common stock to nominal or no value.
Discussions with the ad hoc committee and its financial advisor
are ongoing, but there can be no assurance that an agreement will
be reached.

"We are encouraged by the significant progress with our financial
restructuring plan, particularly with the discussions we have had
with the holders of the senior subordinated debt and their
advisor," Andrew J. Kohut, Chesapeake's president and chief
executive officer, said.

The lenders on the corporation's $250 million Senior Secured
Credit Facility have agreed to an amendment to the Credit
Facility which includes a waiver of compliance with certain
financial condition covenants of the credit facility through
Oct. 31, 2008.  The amendment waives any potential event of
default for failure to meet the financial condition covenants for
the third fiscal quarter of the corporation, which ended
Sept. 28, 2008, until Oct. 31, 2008.  

Based on current projections, the corporation does not expect to
be in compliance with the financial covenants of the Senior
Secured Credit Facility as of the end of the waiver period on
Oct. 31, 2008.  While the corporation intends to attempt to
resolve compliance issues with the covenants by replacing or
amending the Senior Secured Credit Facility or obtaining waivers
from the corporation's lenders, there can be no assurance that
these alternatives will be successful on or before Oct. 31,
2008.

Failure to comply with the covenants would be an event of default
under the Senior Secured Credit Facility.  If an event were to
occur, the lenders under the Senior Secured Credit Facility could
require immediate payment of all amounts outstanding under the
Senior Secured Credit Facility and terminate their commitments to
lend under the Senior Secured Credit Facility and, pursuant to
cross-default provisions in many of the instruments that govern
other outstanding indebtedness, immediate payment of our other
outstanding indebtedness could be required, all of which would
likely have a material adverse effect on the business, results of
operations and financial condition of the corporation.

                   About Chesapeake Corporation

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.


CIENA CAPITAL: Gets Initial OK to Access Allied Capital Facility
----------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the United States
Bankruptcy Court for the District of New York authorized Ciena
Capital LLC to access, on an interim basis, the debtor-in-
possession facility offered by Allied Capital Corporation.

On Oct 1, 2008, the Debtor entered into a secured DIP credit
agreement with Allied Capital.  Under the agreement, the maximum
commitment of $5 million will mature on the earlier of (i) Jan. 5,
2008, (ii) the effective date of any plan, or (iii) after an event
of default by the lender.

The agreement allows the Debtor to use up to (i) $2 million in
financing on the interim, and (ii) the full amount of $5 million
on a final basis.

Allied Capital's facility will accrue an 8% interest per annum.

The Debtor tells the Court that it has an immediate and critical
need for the financing.  The absence of the lender's facility will  
hasten, among other things, the deterioration of their mortgage
loan servicing business and value of securities portfolio, the
Debtor points out.  The proceeds of the loan will be used to fund
general working capital needs, certain periodic servicing advances
and reorganization expenses.

To secure the Debtor's obligations, the lender will be granted
superpriority administrative expense claims, and liens and
security interest in substantially all of the Debtor's assets
under Section 354(c)(1) of the Bankruptcy Code.

The DIP facility is subject to a $500,000 carve-out to pay fees
and expenses by the Debtor's professionals, and a $250,000 carve-
out to pay fees and expenses by professionals of any committee.

The credit agreement contains customary and appropriate events of
default including, without limitation:

  a) nonpayment, noncompliance with the credit documentation,
     inaccuracy of representations and warranties, and challenges
     by any person to the loan documents;

  b) any default regarding perfection, priority or enforceability
     of the DIP lender's security interest in the collateral, and

  c) standard bankruptcy related events of default, including
     failure to enter the final order.

                           Indebtedness

The Debtor is party to a certain second amended and restated
credit agreement dated March 17, 2006, as amended from time to
time, with CitiBank, N.A., as administrative agent.  The agreement
provides up to $500 million in revolving loans secured by the
Debtor's assets.  As of the its bankruptcy filing, the Debtor owes
$325 million under the credit agreement to CitiBank.

A full-text copy of the Secured DIP Credit Agreement between the
Debtor and Allied Capital is available for free at:

               http://ResearchArchives.com/t/s?335e

Headquartered in New York, Ciena Capital LLC aka BLC Financial
Services, Inc. -- http://www.cienacapital.com/-- offers
commercial real estate finance services including loans and long-
term investment property financing.  The company and 11 of its
affiliates filed for Chapter 11 protection on Sept. 30, 2008
(Bankr. S.D.N.Y. Lead Case No. 08-13783).  Peter S. Partee, Esq.,
at Hunton & Williams LLP in New York, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed assets and debts of
between $100 million to $500 million each.


CIPRICO INC: Completes Sale of Intellectual Property Assets
-----------------------------------------------------------
Ciprico Inc. closed the asset sale of certain of its intellectual
property assets to Dot Hill Systems Corp.  Pursuant to bankruptcy
proceedings, Dot Hill Systems was the winning bidder to acquire
all of Ciprico's rights to its RAIDCore(TM) technology and a joint
ownership interest with Ciprico in its NAS intellectual property.

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

The U.S. Bankruptcy Court for the District of Minnesota in
Minneapolis approved the Agreement on Sept. 18, 2008.

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

                           About Ciprico

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


CMR MORTGAGE: Reports $1.3 Million Net Income for March 2008
------------------------------------------------------------
CMR Mortgage Fund II LLC reported $1,336,663 net income on total
interest income of $3,100,745 for the three months ended March 31,
2008, compared with $1,490,987 net income on total interest income
of $3,697,004 for the same period a year ago.

The company's condensed balance sheets at March 31, 2008, showed
total assets of $116,600,653 and total liabilities of $28,200,950
resulting in a $88,399,703 stockholders' equity.

In March, the company's manager, California Mortgage and Realty
Inc., suspended indefinitely monthly cash distributions of net
income and members' redemption requests in response to the market
conditions to conserve cash and build cash reserve.  As of March
31, 2008 and August 31, 2008, outstanding member redemption
requests totaled $24,598,595 and $35,812,117, respectively.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 14, 2008,
Perry-Smith LLP raised on July 21, 2008, substantial doubt about
the ability of CMR Mortgage Fund II, LLC, which is managed by
California Mortgage and Realty, Inc., to continue as a going
concern after auditing the Fund's financial statements for the
year ended Dec. 31, 2007.

The auditor reported that the Fund has experienced a significant
decrease in cash flows.  In addition, a number of the Fund's loans
are in default.  The Fund's illiquid position may prevent the Fund
from protecting its position with respect to the property securing
the defaulted loans.

A full-text copy of the company's regulatory filing is available
for free at http://ResearchArchives.com/t/s?3350

                     About CMR Mortgage Fund II

CMR Mortgage Fund II, LLC, is a California limited liability
company formed on Sept. 5, 2003, for the purpose of making or
investing in business loans secured by deeds of trust or mortgages
on real properties located primarily in California.  The real
properties predominantly consist of land held by businesses or
individuals, or commercial buildings.  The land can be income-
producing  or may be held for commercial or residential
development.  Currently, most of the land securing the Fund's
loans are held for development or is in some stage of application
for development entitlements or building permits.  Its loans are
arranged and serviced by a managing company, California Mortgage
and Realty,Inc., a Delaware corporation, which is licensed as a
California real estate broker and a California finance lender.


COGECO CABLE: Fitch Affirms Issuer Default Rating at 'BB+'
----------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' Issuer Default Rating and
'BBB-' long-term debt ratings of Cogeco Cable Inc.  Fitch has also
assigned a 'BBB-' rating to Cogeco Cable's approximately
C$260 million two-tranche debt offering.  The offering consists of
US$190 million 7% senior secured notes due 2015 and C$55 million
7.6% senior secured notes due 2018.  Proceeds from the offering
will be used to refinance the US$150 million of senior secured
notes due 2008 as well as the related cross currency swaps for a
total of C$239 million and for general corporate purposes.  The
Rating Outlook is Stable.

The ratings incorporate Cogeco Cable's stable credit protection
measures and the strength in the Canadian operations that generate
the majority of the company's revenue and cash flow.  The Canadian
operations are well supported by Cogeco Cable's competitive
position and clustered cable systems, which leverages the Triple
Play bundling strategy that resulted in strong revenue generating
unit growth for fiscal year 2007, driven by its telephony
offering.  Growth in fiscal year 2008 has slowed, reflecting the
signs of maturation in most services.

Fitch expects the company will continue to improve financial
performance over the rating horizon, which should result in solid
organic revenue growth, higher margins, greater free cash flow and
lower leverage.  Pro forma leverage at the end of the third fiscal
quarter of 2008 was 3.0 times, which should reduce over the next
several quarters as the company pays down debt and grows its cash
flow.

These strengths are balanced against the unfavorable competitive
and economic environments facing Cabovisao, Cogeco Cable's
Portugal operations.  Fitch believes this market environment will
likely remain difficult in the future given the increased
overbuild activity, digital terrestrial television, mobile
broadband and satellite television as operators expand their
bundled offerings thereby limiting revenue and cash flow growth.

Accordingly, management expects revenue growth of approximately
3.5% for fiscal year 2009 compared with double digit growth in the
low teens for the Canadian operations.  The market in Portugal is
potentially under-penetrated with significantly greater density
than Cogeco Cable's Canadian operations, thus representing an
opportunity for Cabovisao to grow its revenue and cash flow,
although the company must execute on its strategic initiatives
against significant competitive activity to achieve success and
drive greater bundled penetration. Positively, with Cabovisao's
focus on profitable growth, the company's margins increased 500
basis points to 37.7% during the third quarter of FY2008.

Cogeco Cable currently has good liquidity through its credit
facilities, cash position, growing free cash flow and new debt
offering.  Cogeco Cable's debt maturities over the next two years
include approximately C$240 million due in October 2008 and C$150
million in June 2009.  Cogeco Cable's C$885 million secured credit
facility matures in 2011 and includes a C$725 million revolver and
C$160 million term loan.  As of May 31, 2008, Cogeco Cable had
drawn a total of C$366 million on its credit facilities.  
Expectations for free cash flow in FY2009 are for approximately
C$100 million.  Cogeco Cable also acquired Toronto Hydro Telecom
Inc. in July for a total consideration of $200 million.

Cogeco Cable also has significant flexibility under its financial
covenants in the event of an acquisition.  Cogeco Cable's
management has indicated a preference to consider additional
acquisitions although current market conditions have significantly
limited opportunities.  While leverage could rise materially if
the company made an acquisition, Fitch expects the company would
prudently manage its capital structure and issue equity to
deleverage the company within 12-18 months after any potential
acquisition.  The Stable Outlook reflects the company's current
financial performance and the expectation for continued
improvement.


COLUMBIA CREST: Case Summary & Three Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Columbia Crest Mobile Home Park, LLC
        P.O. Box 389
        Clackamas, OR 97015

Bankruptcy Case No.: 08-35241

Chapter 11 Petition Date: October 1, 2008

Court: District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Bradley O. Baker, Esq.
                  bradleyo10@msn.com
                  15545 Village Park Ct
                  Lake Oswego, OR 97034
                  Tel: (503) 697-0557

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its Three Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Randy Smith                                             $89,000
1910 NE 30 Street
Portland, OR 97212

City of the Dalles                                       $3,400
1900 West 6th Street
The Dalles, OR 97058

Red's Trading Post                                       $2,000
2610 W. 2nd Street
The Dalles, OR 97058


COLUMBUS HOSPITAL: Moody's Withdraws 'B3' Rating on Series A Bonds
------------------------------------------------------------------
Moody's Investors Service has withdrawn the B3 rating assigned to
Columbus Hospital's Series A (1991) bonds.  The full outstanding
balance of the Series A bonds have been defeased following the
acquisition of Columbus Hospital assets by Saint Michael's Medical
Center, Inc., an affiliate of Catholic Health East (headquartered
in Pennsylvania).  Moody's holds no other ratings on Columbus
Hospital.


COMFORT CO: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Comfort Co., Inc.
        187 Monmouth Parkway
        West Long Branch, NJ 07764

Bankruptcy Case No.: 08-12305

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Sleep Innovations, Inc.                            08-12306
Advanced Innovations Central, LLC                  08-12307
Advanced Innovations East, LLC                     08-12309
Advanced Innovations West, LLC                     08-12310
Advanced Urethane Technologies, Inc.               08-12311
AUT Brenham, Inc.                                  08-12312
AUT Dallas, Inc.                                   08-12313
AUT Lebanon, Inc.                                  08-12314
AUT Newburyport, Inc.                              08-12315
AUT West Chicago, Inc.                             08-12316

Type of Business: The Debtors make and sell foam bedding, sleep
                  products and accessories.
                  See: http://www.sleepinnovations.com/

Chapter 11 Petition Date: October 3, 2008

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Michael R. Lastowski, Esq.
                  mlastowski@duanemorris.com
                  Richard W. Riley, Esq.
                  rwriley@duanemorris.com
                  Duane Morris LLP
                  1100 North Market Street, Suite 1200
                  Wilmington, DE 19801-1246
                  Tel: (302) 657-4900
                  Fax: (302) 657-4901

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

Debtor's 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
The Dow Chemical Company       trade                 $3,563,232
P.O. Box 281760
Atlanta, GA 30284-1760

BASF                           trade                 $2,867,153
Phoenix Business Park
1640 Phoenix Blvd., Suite 110  

Standard Fiber, LLC            trade                 $2,209,813
323 Allerton Avenue
South San Francisco, CA 94080

Hunstman Polyurethanes         trade                 $705,176
Box 360494
Pittsburgh, PA 15251-6494

Supreme Quilting LTD           trade                 $655,681
12-14 Goldthrone Avenue
Etobicoke, Ontario M8Z5S8
Tel: (416) 534-2887

IBM                            trade                 $598,740
P.O. Box 643600
Pittsburgh, PA 15264-3600      

Weyerhaeuser                   trade                 $469,038
1703 SW Commerce Dr., Ste. #3
Bentonville, AR 72712

Momentive                      trade                 $448,634
Performance Materials
P.O. Box 640959
Pittsburg, PA 15264-0959

AlixPartners LLP               trade                 $425,722
2000 Town Center, Suite 2400
Southfield, MI 48075
Tel: (248) 262-8495

Rothschild Inc.                trade                 $326,122
1251 Avenue of the Americas
New York, N 10020
Tel: (212) 403-3501

Grand Rapids Foam              trade                 $304,597
Technologies
2788 Remico SW
Wyoming, MI 49519
Tel: (616) 726-1676

Maco Bag                       trade                 $281,015
Box 100
Newark, NY 14513

Stone Container Corporation    trade                 $257,655
P.O. Drawer 1769
Tupelo, MS 38802

Mid South Extrusion            trade                 $247,121

Spalding Graphic Media         trade                 $237,021

Pro Resources Inc.             trade                 $235,743

NuTex Concepts Corporation     trade                 $233,968

UTI, United States, Inc.       trade                 $229,570

Georgia-Pacific Corrugated     trade                 $214,120
LLC

Wise Staffing Service          fees                  $213,197

A. Lava & Son Co.              trade                 $205,895

First Insurance Corp.          insurance             $204,530

MDM Packaging & Supplies       trade                 $181,194

United Parcel Service          trade                 $175,260

Interscope, LLC                trade                 $172,494

Staffmark Inc.                 trade                 $157,559

RSm McGladrey                  trade                 $149,360

Lindsey & Company              trade                 $139,047

Alexander Oil Co.              trade                 $132,901

Penske Truck Leasing           trade
$125,059                


COMIJA INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Comija, Inc.
        1501 West Baltimore Street
        Baltimore, MD 21223

Bankruptcy Case No.: 08-22791

Chapter 11 Petition Date: October 2, 2008

Court: District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: James L. Wiggins, Esq.
                  James L. Wiggins Law Office
                  jlwiggins@phonom.net
                  One East Lexington Street, Suite 505
                  Baltimore, MD 21202
                  Tel: (410) 539-2244

Total Assets: $1,346,475

Total Debts:  $391,500

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


CONSECO FINANCE: Fitch Retains Junk Ratings on 11 Housing Issues
----------------------------------------------------------------
Fitch Ratings has taken rating actions on Conseco Finance
Corporation manufactured housing issues:

Series 2000-1
  -- Class A-5 remains at 'CC/DR2';
  -- Class M-1 remains at 'C/DR6'

Series 2000-2
  -- Class A-5 remains at 'CC/DR2';
  -- Class A-6 remains at 'CC/DR2';
  -- Class M-1 remains at 'C/DR6'

Series 2000-4
  -- Class A-5 remains at 'CC/DR2';
  -- Class A-6 remains at 'CC/DR2';
  -- Class M-1 remains at 'C/DR6'.

Series 2000-5
  -- Class A-6 remains at 'CCC/DR2';
  -- Class A-7 remains at 'CC/DR2';
  -- Class M-1 revised to 'C/DR6' from 'C/DR5'.

Series 2000-6
  -- Class A-5 is affirmed at 'B+;
  -- Class M-1 is revised to 'C/DR6' from 'C/DR5'.

Series 2001-1
  -- Class A-5 is affirmed at 'B+;
  -- Class M-1 is revised to 'C/DR6' from 'C/DR5'.

Series 2001-2
  -- Class M-1 is revised to 'C/DR6' from 'C/DR5'.

Series 2001-4
  -- Class A-4 is upgraded to 'BBB' from 'BB+';
  -- Class M-1 remains at'C/DR4';
  -- Class M-2 is revised to 'C/DR6' from 'C/DR5'.


CONSTELLATION COPPER: TSX Delists Common Shares on October 2
------------------------------------------------------------
The Toronto Stock Exchange said the common shares of Constellation
Copper Corporation was delisted on Oct. 2, 2008, for failure to
meet the continued listing requirements.  TXS said the securities
commenced trading on NEX on Oct. 3, 2008.

Constellation Copper Corporation (TSX: CCU) --
http://www.constellationcopper.com/-- extracts mineral deposits  
in its mining pits.


CPORTS 2006-3: Moody's Trims $200MM Class A Notes Rating to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service has downgraded its rating of the notes
issued by CPORTS 2006-3:

Class Description: $200,000,000 Class A Floating Rate Notes
(CPORTS 2006-3) Due 2014

  -- Prior Rating: Ba1
  -- Prior Rating Date: September 19, 2008
  -- Current Rating: Ba3

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to Lehman
Brothers Holdings Inc., which filed for protection under Chapter
11 of the U.S. Bankruptcy Code on September 15, 2008, Washington
Mutual Inc., which was seized by federal regulators on Sept. 25,
2008 and subsequently virtually all of its assets were sold to
JPMorgan Chase, and Fannie Mae and Freddie Mac, which were placed
into the conservatorship of the U.S. government on September 8,
2008.


CREDIT AND REPACKAGED: Poor Credit Quality Cues Moody's Rtngs Cut
-----------------------------------------------------------------
Moody's Investors Service has downgraded its ratings of Credit and
Repackaged Securities Limited Series 2006-15, 16, & 17

Class Description: Tranche Notes Due December 20, 2016 (2006-15)

  -- Prior Rating: Baa2
  -- Prior Rating Date: 08/21/2008
  -- Current Rating: Ba1

Class Description: Tranche Notes Due December 20, 2016 (2006-16)

  -- Prior Rating: Ba1
  -- Prior Rating Date: 08/21/2008
  -- Current Rating: B2

Class Description: Tranche Notes Due December 20, 2016 (2006-17)

  -- Prior Rating: B1
  -- Prior Rating Date: 08/21/2008
  -- Current Rating: Caa1

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to Lehman
Brothers Holdings Inc., which filed for protection under Chapter
11 of the U.S. Bankruptcy Code on September 15, 2008 and
Washington Mutual Inc., which was seized by federal regulators on
September 25, 2008 and subsequently virtually all of its assets
were sold to JPMorgan Chase.


CREDIT SUISSE: Fitch Cuts Ratings on Two Classes to BB from BBB
---------------------------------------------------------------
Fitch Ratings has taken rating actions on Credit Suisse First
Boston manufactured housing issues:

Series 2001-MH29
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class B-1 downgraded to 'BB' from 'BBB';
  -- Class B-2 downgraded to 'A-' from 'A' and placed on Rating
     Watch Negative.

Series 2002-MH3
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'BBB' from 'A';
  -- Class B-1 downgraded to 'BB' from 'BBB';
  -- Class B-2 downgraded to 'A-' from 'A' and placed on Rating
     Watch Negative.


CYBERDEFENDER CORP: SEC Grants Request to Exclude Form 10-Q Info
----------------------------------------------------------------
CyberDefender Corporation disclosed in a Securities and Exchange
Commission filing that SEC's Division of Corporation Finance has
granted its request confidential treatment for information it
excluded from the Exhibits to a Form 10-Q filed on Aug. 14, 2008.

Patti J. Dennis, Chief of SEC's Office of Disclosure Support, said
the the information qualifies as confidential commercial or
financial information under the Freedom of Information Act.

Excluded information will not be released to the public through
December 31, 2010.

                    About CyberDefender Corp.

Headquartered in Los Angeles, CyberDefender Corp. (OTC BB: CYDE) -
-- http://www.cyberdefender.com/-- is an Internet security     
software company.  The company's Internet security technology  
offers the earliest possible detection and most aggressive defense
against Internet security attacks.  CyberDefender uses a secure
client-to-client distributed network, enabling protection that the
company believes is unparalleled in speed and flexibility.

CyberDefender's balance sheet as of showed $1,244,343 in total
assets, $6,060,859 in total liabilities, resulting to $4,816,516
in shareholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $995,910 in total current assets
available to pay $4,355,023 in total current liabilities.

The company posted $2,034,433 in net losses on $742,862 in net
revenues for the second quarter ended 2008.

                       Going Concern Doubt

KMJ Corbin & Company LLP, in Irvine, California, expressed
substantial doubt about Cyberdefender Corp.'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 has recurring losses from operations
and has not generated significant revenues to cover costs to date.


DERBES REALTY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Derbes Realty Trust
        44 Branch Street
        Quincy, MA 02169
        Tel: (617) 471-9190

Bankruptcy Case No.: 08-17465

Type of Business: The Debtor is a real estate manager.

Chapter 11 Petition Date: October 1, 2008

Court: District of Massachusetts (Boston)

Judge: Henry Boroff

Debtor's Counsel: Christine Cedrone Logan, Esq.
                  Christine Cedrone Logan & Associates, P.
                  clogan@cedronelaw.com
                  21 McGrath Highway, Suite 306
                  Quincy, MA 02169
                  Tel: (617) 934-0709
                  Fax: (617) 328-0689

Total Assets: $1,000,000

Total Debts:  $1,300,000

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


DEUTSCHE FINANCIAL: Fitch Keeps 'CC/DR2' Rating on Cl. M Issue
--------------------------------------------------------------
Fitch Ratings has taken rating actions on these Deutsche Financial
Capital manufactured housing issues:

Series 1997-I
  -- Class A-3 affirmed at 'AA+';
  -- Class A-4 affirmed at 'AA+';
  -- Class A-5 affirmed at 'AA+';
  -- Class A-6 affirmed at 'AA+';
  -- Class M affirmed at 'B-/DR2';
  -- Class B-1 revised to 'C/DR6' from 'C/DR5'.

Series 1998-I
  -- Class A-2 affirmed at 'A';
  -- Class A-3 affirmed at 'A';
  -- Class A-4 affirmed at 'A';
  -- Class A-5 affirmed at 'A';
  -- Class A-6 affirmed at 'A';
  -- Class A-7 affirmed at 'A';
  -- Class M remains at 'CC/DR2';
  -- Class B-1 revised to 'C/DR6' from 'C/DR5'.


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

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


DIOMED HOLDINGS: Pays $1.1MM of Accrued Loan Interest and Fees
--------------------------------------------------------------
Hercules Technology Growth Capital, Inc., disclosed that in
addition to the full repayment of $6.0 million of principal
received in April 2008, it has received a payment of $1.1 million
for accrued interest and loan fees on the company's debt financing
to Diomed Holdings Inc.  The internal rate of return on Diomed
Holdings Inc., is expected to exceed 60% with this payment.

"We are pleased that we were able to get full repayment of the
loan principal plus accrued interest and fees," said Manuel A.
Henriquez, co-founder, chairman and chief executive officer of
Hercules.  "Since inception, Hercules had adhered to a strict
selection and monitoring process.  We actively work with the
management and the financial sponsors of each company throughout
the life of the investment.  As a result, even when our portfolio
companies have been in distressed situations, we have succeeded at
receiving principal payments."

Diomed entered into a settlement agreement with AngioDynamics in
April 2008 for the purpose of resolving the patent infringement
lawsuit between the companies originally filed in January 2004.
As a result of the settlement over varicose vein laser treatment
technology, AngioDynamics agreed to pay $7.0 million to Diomed.
Of the $7.0 million settlement proceeds, $6.0 million was used to
repay the outstanding loan principal balance to Hercules.
An additional $1.1 million for accrued interest and other loan
fees was received at the end of September 2008 per a settlement
order approved by the United States Court of Bankruptcy for the
District of Massachusetts.

                      About Diomed Holdings

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

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

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


EAGLE VENTURES: Will File Reorganization Plan in Fourth Quarter
---------------------------------------------------------------
Eagle Ventures International, Inc., will file a plan for
reorganization sometime in the fourth quarter of 2008.

Eagle Ventures has filed for reorganization, pursuant to Chapter
11 of the U.S. Bankruptcy Code, in the U.S. Bankruptcy Court for
the District of Idaho.  The company is in the process of
reorganizing its business.

The Idaho Statesman quoted Eagle Ventures' CEO Paul Peterson as
saying, "During the past several months it has become apparent to
us that prospective investors were unwilling to fund payments to
persons or entities who drain the company's resources without
contributing to meaningful development and growth of the company.  
And without funding at this stage of our development, we cannot
effectively execute against our business plan and best serve our
customers, shareholders and vendor-partners."

Accoridng to The Idaho Statesman, Eagle Ventures had retained a
financial consultant to attract investors.

Eagle Ventures' subsidiaries are Hydrate20, which sells bottled
water with electrolytes intended to speed hydration, and
OneWorldFon, which sells voice-over-Internet products in Latin
America.

Beaverton, Oregon-based Eagle Ventures International, Inc.,
provides next-generation voice over Internet protocol services to
customers in the consumer and small business markets.  It is a
holding company parent to various subsidiaries, including
TelExtreme International, Inc., Hydrate2O, Inc., and OneWorldFon,
which sells voice-over-Internet products in Latin America.  The
company filed for Chapter 11 protection on Sept. 10, 2008 (Bankr.
D. Idaho Case No. 08-01957).  D. Blair Clark, Esq., at Ringert
Clark, Chartered, represents the company in its restructuring
effort.  In its bankruptcy filing, the company listed assets of
between $1,000,000 and $10,000,000, and debts of between
$1,000,000 and $10,000,000.


EDUCARE INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Educare, Inc.
        25 Heather Hill Lane
        St. Louis, MO 63132

Bankruptcy Case No.: 08-47684

Chapter 11 Petition Date: October 2, 2008

Court: Eastern District of Missouri (St. Louis)

Judge: Kathy A. Surratt-States

Debtor's Counsel: Charles W. Riske, Esq.
                  Attorney at Law
                  riske@ctfpc.com
                  231 S. Bemiston, Suite 1220
                  St. Louis, MO 63105
                  Tel: (314) 725-9400
                  Fax: (314) 726-2361

Total Assets: $1,897,891

Total Debts:  $1,178,952

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

            http://bankrupt.com/misc/moeb08-47684.pdf


EMIGRANT BANCORP: Fitch Cuts ID Ratings with Negative Outlook
-------------------------------------------------------------
Fitch Ratings has downgraded the long-term and short-term issuer
default ratings of Emigrant Bancorp, Inc. to 'BB+' and 'B',
respectively.  The long-term and short-term IDR of subsidiary
banks were downgraded to 'BBB-' and 'F3'.  The Rating Outlook is
Negative.

Emigrant Bancorp Inc:
  -- Long-term IDR downgraded to 'BB+' from 'BBB';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Individual rating downgraded to 'C/D' from 'B/C';
  -- Senior debt downgraded to 'BB+' from 'BBB';
  -- Support affirmed at '5';
  -- Support floor affirmed at 'NF'.

The rating actions largely reflects Fitch's concerns with
Emigrant's capital position and the effect of anticipated losses
that will likely emanate from its investment portfolio. While
Fitch expects capital to meet the definition of 'well
capitalized,' both tangible and regulatory capital ratios remain
under considerable pressure due to expected recognition of losses
in its investment portfolio.  Based on Fitch's loss assumptions
regarding certain investment holdings, Fitch does not believe pro-
forma capital ratios support the previous ratings.

Fitch views favorably the support Emigrant has received from its
primary shareholder in the past.  The support from the primary
shareholder demonstrates the willingness and historical ability to
support the company.  That said, while it has been the primary
shareholder's expressed intention to continue to support the
company and maintain regulatory capital ratios at a 'well-
capitalized' level, Fitch cannot determine an individual's ability
and willingness to provide future support and therefore is not
factored in the ratings.  It is noted that in the face of
deteriorating market conditions, Emigrant's ability to raise
capital through other means may be limited.

In July 2008, Emigrant's ratings were downgraded due to falling
capital ratios in the face of elevated delinquencies in its
residential portfolio and a lack of consistent operating
performance.  The volatile environment has added to the
uncertainty of Emigrant's ability to exhibit sustainable operating
performance and improve capital ratios in the near term.  
Moreover, residential loan delinquency remains high, though losses
continue to be negligible due to Emigrant's very conservative
lending policies including low loan-to-value ratios.

The notching of Emigrant Bancorp from its regulated banking
subsidiaries reflects Fitch's view that the subsidiary banks
exhibit a stronger financial position than the holding company.  
While the holding company maintains ample liquidity to cover its
debt obligations, it is highly leveraged and the already low
tangible common equity ratio will be further pressured by the
aforementioned expected losses in its investment portfolio.

Resolution of the Negative Outlook will be predicated on actual
loss prospects and the impact on capital, as well as management's
plans to rebuild the capital base over the next several periods.   
If the impact to capital is more severe than Fitch's current
assumptions or if any of Emigrant's other credit fundamentals
weaken, the ratings could be downgraded further.  Conversely, an
improvement in the capital base and investment portfolio losses
being more manageable than expected would have positive rating
implications.

These Emigrant subsidiaries have been impacted by the rating
action.  The Rating Outlook is Negative.

Emigrant Bank
  -- Long-term IDR downgraded to 'BBB-' from 'BBB';
  -- Long-term deposits downgraded to 'BBB' from 'BBB+';
  -- Short-term IDR downgraded to 'F3' from 'F2';
  -- Short-term deposits downgraded to 'F3' from 'F2';
  -- Individual rating downgraded to 'C' from 'B/C';
  -- Support affirmed at '5';
  -- Support floor affirmed at 'NF'.

Emigrant Savings Bank - Manhattan
  -- Long-term IDR downgraded to 'BBB-' from 'BBB';
  -- Long-term deposits downgraded to 'BBB' from 'BBB+';
  -- Short-term IDR downgraded to 'F3' from 'F2';
  -- Short-term deposits downgraded to 'F3' from 'F2';
  -- Individual rating downgraded to 'C' from 'B/C';
  -- Support affirmed at '5';
  -- Support floor affirmed at 'NF'.

Emigrant Savings Bank - Brooklyn/Queens
  -- Long-term IDR downgraded to 'BBB-' from 'BBB';
  -- Long-term deposits downgraded to 'BBB' from 'BBB+';
  -- Short-term IDR downgraded to 'F3' from 'F2';
  -- Short-term deposits downgraded to 'F3' from 'F2';
  -- Individual rating downgraded to 'C' from 'B/C';
  -- Support affirmed at '5';
  -- Support floor affirmed at 'NF'.

Emigrant Savings Bank - Long Island
  -- Long-term IDR downgraded to 'BBB-' from 'BBB';
  -- Long-term deposits downgraded to 'BBB' from 'BBB+';
  -- Short-term IDR downgraded to 'F3' from 'F2';
  -- Short-term deposits downgraded to 'F3' from 'F2';
  -- Individual rating downgraded to 'C' from 'B/C';
  -- Support affirmed at '5';
  -- Support floor affirmed at 'NF'.

Emigrant Savings Bank - Bronx/Westchester
  -- Long-term IDR downgraded to 'BBB-' from 'BBB';
  -- Long-term deposits downgraded to 'BBB' from 'BBB+';
  -- Short-term IDR downgraded to 'F3' from 'F2';
  -- Short-term deposits downgraded to 'F3' from 'F2';
  -- Individual rating downgraded to 'C' from 'B/C';
  -- Support affirmed at '5';
  -- Support floor affirmed at 'NF'.

Emigrant Mercantile Bank
  -- Long-term IDR downgraded to 'BBB-' from 'BBB';
  -- Long-term deposits downgraded to 'BBB' from 'BBB+';
  -- Short-term IDR downgraded to 'F3' from 'F2';
  -- Short-term deposits downgraded to 'F3' from 'F2';
  -- Individual rating downgraded to 'C' from 'B/C';
  -- Support affirmed at '5';
  -- Support floor affirmed at 'NF'.

Emigrant Capital Trust I
  -- Preferred stock downgraded to 'BB-' from 'BBB-'.

Emigrant Capital Trust II
  -- Preferred stock downgraded to 'BB-' from 'BBB-'.


EMPORIA PREFERRED: Fitch Affirms Ratings on Seven Classes of Notes
------------------------------------------------------------------
Fitch has affirmed seven classes of notes issued by Emporia
Preferred Funding II, Ltd./Corp. as:

  -- $91,000,000 class A-1 first priority senior notes 'AAA';
  -- $30,000,000 class A-2 first priority senior revolving notes
     'AAA';

  -- $120,000,000 class A-3 first priority delayed draw senior
     notes 'AAA';

  -- $30,000,000 class B second priority senior notes 'AA';
  -- $22,000,000 class C third priority subordinated deferrable
     notes 'A';

  -- $22,000,000 class D fourth priority subordinated deferrable
     notes 'BBB';

  -- $14,500,000 class E fifth priority subordinated deferrable
     notes 'BB'.

Emporia II is a cash flow collateralized loan obligation that
closed June 21, 2006 and is managed by Emporia Capital Management,
LLC.  Emporia II has a revolving portfolio primarily composed of
U.S. middle market loans, 89.4% of which are senior secured loans
and 10.6% of which are second lien loans.  The reinvestment period
will end in July 2012.

The top three industry concentrations in Emporia II's portfolio
are business services (14.3%), healthcare (12.3%), and food,
beverage, and tobacco (10.1%).  The single largest obligor
accounts for 1.4% of the collateral par balance.

Approximately 23.1% of the portfolio is publicly rated by at least
one rating agency, with 3.5% of the assets currently on Rating
Watch Negative by at least one agency and an additional 7.3% on
Rating Outlook Negative.  Fitch accounted for the Rating Watch and
Rating Outlook statuses of the assets in its modeling assumptions.  
The remainder of the portfolio was shadow rated by Fitch.

Overall, the portfolio has performed within Fitch's expectations
since the closing date, as evidenced by the current portfolio's
average credit quality of 'B-', which remains within its
covenanted level.  The transaction has maintained collateral
coverage levels and is passing all of its principal coverage tests
as of the latest trustee report dated Sept. 2, 2008.

The collateral is also generating excess interest proceeds,
helping Emporia II pass all of its interest coverage tests at
levels well-above the required ratios.  As of the latest trustee
report, all of the interest coverage ratios are over 200%, with
the exception of the class E IC test, which was recorded at 196.7%
versus its trigger of 105%.

There are currently a limited number of obligors in the collateral
pool that are experiencing performance challenges, including
companies that have endured sharp commodity price increases,
obligors directly or indirectly impacted by the housing downturn,
and companies in the softening automotive sector.  The only
defaulted asset in the current portfolio consists of a second lien
term loan to a defunct ethanol refining company.  The collateral
manager expects minimal recoveries on this position; however, the
potential loss from this asset is reflected in the transaction's
principal coverage ratios which, as previously mentioned, all
remain above their required levels.

Since inception, Emporia II has experienced several other
defaulted assets, but has typically received high recoveries upon
disposal or resolution of these assets, allowing the transaction
to maintain sufficient levels of collateral coverage.  Still,
Fitch's analysis assumes that the current credit environment will
bring about reduced recoveries.  The maintenance of relatively low
levels of defaults and solid recoveries will be a key driver for
future rating actions on this transaction.

The ratings of the classes A-1, A-2, A-3, and B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the transaction's governing documents, as well as
the aggregate outstanding amount of principal by the stated
maturity date.  The ratings of the classes C, D, and E notes
address the likelihood that investors will receive ultimate
interest payments, as per the transaction's governing documents,
as well as the aggregate outstanding amount of principal by the
stated maturity date.

Fitch reviewed this transaction in accordance with its updated
criteria released on April 30, 2008 for Corporate CDOs.  At that
time, Fitch noted it would be reviewing its ratings accordingly to
establish consistency for existing and new transactions.  As part
of this review, Fitch makes standard adjustments for any names on
Rating Watch Negative or with a Negative Outlook, reducing such
ratings for default analysis purposes by two notches and one
notch, respectively.


EMPORIA PREFERRED: Fitch Affirms Ratings on Seven Classes of Notes
------------------------------------------------------------------
Fitch has affirmed seven classes of notes issued by Emporia
Preferred Funding I, Ltd./Corp. as:

  -- $280,140,000 class A delayed draw first priority senior notes
     'AAA';

  -- $36,615,000 class B-1 second priority senior notes 'AA';
  -- $5,000,000 class B-2 second priority senior notes 'AA';
  -- $24,360,000 class C third priority subordinated deferrable
     notes 'A';

  -- $24,360,000 class D fourth priority subordinated deferrable
     notes 'BBB';

  -- $8,000,000 class E-1 fifth priority subordinated deferrable
     notes 'BB';

  -- $5,195,000 class E-2 fifth priority subordinated deferrable
     notes 'BB'.

Emporia I is a cash flow collateralized loan obligation that
closed Oct. 12, 2005 and is managed by Emporia Capital Management,
LLC.  Emporia I has a revolving portfolio primarily composed of
U.S. middle market loans, approximately 90% of which are senior
secured loans and approximately 10% of which are second lien
loans.  The reinvestment period will end in October 2011.

The top three industry concentrations in Emporia I's portfolio are
business services (14.0%), healthcare (12.3%), and food, beverage,
and tobacco (9.3%).  The single largest obligor accounts for 1.5%
of the collateral par balance.

Approximately 27.5% of the portfolio is publicly rated by at least
one rating agency, with 2.8% of the assets currently on Rating
Watch Negative by at least one agency and an additional 9.7% on
Rating Outlook Negative.  Fitch accounted for the Rating Watch and
Rating Outlook statuses of the assets in its modeling assumptions.
The remainder of the portfolio was shadow rated by Fitch.

Overall, the portfolio has performed within Fitch's expectations
since the closing date, as evidenced by the current portfolio's
average credit quality of 'B-', which remains within its
covenanted level.  The transaction has maintained collateral
coverage levels and is passing all of its principal coverage tests
as of the latest trustee report dated Sept. 2, 2008.

The collateral is also generating excess interest proceeds,
helping Emporia I pass all of its interest coverage tests at
levels well-above the required ratios. As of the latest trustee
report, all of the interest coverage ratios are over 200%, with
the exception of the class E IC test, which was recorded at 195.1%
versus its trigger of 105%.

There are currently a limited number of obligors in the collateral
pool that are experiencing performance challenges, including
companies that have endured sharp commodity price increases,
obligors directly or indirectly impacted by the housing downturn,
and companies in the softening automotive sector.  The only
defaulted asset in the current portfolio consists of a relatively
sizeable senior secured loan (1.5% of the portfolio) to a company
in the automotive sector.  This loan is still paying interest, and
the collateral manager expects a high recovery on the par balance.

Since inception, Emporia I has experienced several other defaulted
assets, but has typically received high recoveries upon disposal
or resolution of these assets, allowing the transaction to
maintain sufficient levels of collateral coverage.  Still, Fitch's
analysis assumes that the current credit environment will bring
about reduced recoveries.  The maintenance of relatively low
levels of defaults and solid recoveries will be a key driver for
future rating actions on this transaction.

The ratings of the classes A, B-1, and B-2 notes address the
likelihood that investors will receive full and timely payments of
interest, as per the transaction's governing documents, as well as
the aggregate outstanding amount of principal by the stated
maturity date.  The ratings of the classes C, D, E-1, and E-2
notes address the likelihood that investors will receive ultimate
interest payments, as per the transaction's governing documents,
as well as the aggregate outstanding amount of principal by the
stated maturity date.

Fitch reviewed this transaction in accordance with its updated
criteria released on April 30, 2008 for Corporate CDOs.  At that
time, Fitch noted it would be reviewing its ratings accordingly to
establish consistency for existing and new transactions.  As part
of this review, Fitch makes standard adjustments for any names on
Rating Watch Negative or with a Negative Outlook, reducing such
ratings for default analysis purposes by two notches and one
notch, respectively.


ENRON CORP: Distributes $828,900,000 to Creditors
-------------------------------------------------
Enron Creditors Recovery Corp., fka Enron Corp., disclosed its
24th distribution to creditors of Enron and its affiliated Debtor
companies.  The distribution to holders of allowed general
unsecured claims and allowed guaranty claims totals approximately
$828,900,000, consisting of cash of approximately $740,500,000 and
Portland General Electric Company Common Stock equivalents of
approximately $54,400,000, plus interest, dividends and gains of
$34,000,000.

"This marks another important milestone in our efforts to
maximize the distributions to creditors, as we are pleased to
disclose that all disputed claims have been successfully resolved
and we are returning the remaining funds from the Disputed Claims
Reserve to creditors," John J. Ray III, president and chairman of
the board said.  "The board of directors is gratified by our
continued ability to generate value for our creditors, with most
now receiving returns approaching 52 cents on the dollar, vastly
exceeding original estimates under the plan."

Since November 2004, Enron Creditors Recovery Corp. has returned
approximately $21,427,900,000 to creditors in twice-yearly
distributions, in April and October, as well as in "catch-up"
distributions paid on an interim basis every two months, and
certain special distributions.  Once all pending litigation is
settled and various administrative tasks are completed to wind
down the estate, Enron will make an additional final distribution
to creditors, likely in 2009, of any remaining assets.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D. N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP,
represented the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins,
Esq., Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at
Milbank, Tweed, Hadley & McCloy LLP represented the Official
Committee of Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.


ESTATE FINANCIAL: Court Denies Bid to Hire Omni as Claims Agent
---------------------------------------------------------------
The Hon. Robin L. Riblet of the U.S. Bankruptcy Court for the
Central District of California denied the request of Bradley D.
Sharp -- the Chapter 11 trustee for the bankruptcy estate of
Estate Financial Mortgage Fund LLC -- to employ Omni Management
Group, LLC, as general noticing, claims, and balloting agent for
the Clerk of Bankruptcy Court.

The Court directed Mr. Sharp to provide more explanation as to why
the services of the Firm are needed in the Debtor's Chapter 11
case.

Mr. Sharp told the Court that the Firm will, among other things,
prepare and serve required notices in the Debtor's Chapter 11
case, including notices of claims bar date, objections to claims,
any hearings on a disclosure statement and confirmation of a plan
of reorganization, and other miscellaneous notices to any
entities.  Robert L. Berger, the Managing Member of the Firm, told
the Court that the Firm will charge $35 to $285 per hour for its
services.

According to Mr. Sharp, Omni is one of the country's leading
Chapter 11 administrators with experience in noticing, claims
processing, claims reconciliation and distribution.  Omni has
acted as official claims agent in several cases in other judicial
districts including: Alert Cellular, L.L.C., National R.V., Inc.,
Refco, Inc., Maxide Acquisition, Inc., Peregrine Systems, Inc.,
Service Merchandise Company; Pacific Gas & Electric; Advanced
Environmental, Sabartek Corporation, Owens Corning, and others.  
Mr. Sharp told the Court that by appointing Omni as the notice and
claims agent in the Debtor's Chapter 11 case, creditors of the
Debtor's estate will benefit from Omni's significant experience in
acting as a notice and claims agent in other cases and the
efficient and cost-effective methods that Omni has developed.

Mr. Berger assured the Court of the Firm's disinterestedness, and
that the Firm doesn't hold or represent any interest adverse to
the Debtro's estate with the exception that the Firm is also
seeking to be employed by Tom Jeremiassen, Chapter 11 Trustee to
Estate Financial, Inc., as claims, noticing, and balloting agent.

Mr. Sharp said that between the Estate Financial, Inc., and Estate
Financial Mortgage's Chapter 11 cases, there are over 5,600
creditors, investors and parties in interest.  The employment of
Omni is in the best interests of the bankruptcy estates, in that
Omni will relieve the Clerk and the Fund Trustee and his
professionals of a tremendous administrative burden, with
substantially lower costs than could be achieved by the Clerk or
the Trustees and their professionals.  With the large number of
potential creditors that the Debtor has identified, Mr. Sharp said
it is critical that Omni be retained

Based upon the Mailing Matrix there are thousands of creditors,
former employees, and other parties-in-interest who require notice
of various matters, and in particular, the deadline for filing
proofs of claim.  Many of these parties may file proofs of claim
and cast ballots with respect to a plan of reorganization.  Mr.
Shapr told the Court that the size of the Debtor's creditor body
makes it impractical for the Clerk to send notices and to maintain
a claim register and tabulate ballots.

The Court also ordered Jeffer, Mangels, Butler & Marmaro LLP --
the proposed attorneys for Mr. Sharp -- to set a hearing on the
motion on notice to all parties in interest, including all parties
having requested special notice in the Debtor's Chapter 11 case.  
Mr. Sharp had said in his request for Omni's employment that a
hearing on the matter was set on Oct. 8, 2008, at 10:00 a.m. in
Courtroom 201, 1415 State Street, Santa Barbara, California.  The
Court found that the notice doesn't appear to have been
sufficient.  

Mr. Sharp's counsel provided the notice on his request and a copy
of the Application to these parties in the Estate Financial, Inc.,
and Estate Financial Mortgage's Chapter 11 cases:

     -- the 20 largest creditors holding unsecured claims in
        both cases,

     -- the 20 largest investors in the Estate Financial
        Mortgage Fund, LLC case, the Official Committee of
        Equity Security Holders and its counsel in the Estate         
        Financial Mortgage Fund, LLC case; and

     -- all parties requesting special notice, and the Office
        of the United States Trustee.

                     About Estate Financial

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

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


ESTATE FINANCIAL: Court Okays DSI as Financial Advisor
------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted Bradley D. Sharp -- the Chapter 11 Trustee for Estate
Financial Mortgage Fund, LLC's bankruptcy case -- to employ
Development Sepcialists, Inc., as financial advisors.

DSI will, among other things, prepare cash budgets and cash
projections relative to the administration of the Debtor's
business, and assist Mr. Bradley in the administration of the
Debtor's business, preparing Monthly Operating Reports, and other
financial reporting as required by the Bankruptcy Code or other
applicable law.

DSI will charge these hourly rates:

     R. Brian Calvert               $475
     Claire M. Pierce               $410
     Matthew P. Sorenson            $230
     J. Anthony Prada               $210

The Court has allowed Mr. Bradley to hire LECG, LLC, as
accountant.  Mr. Bradley assured the Court that DSI's services
won't be duplicative with that of LECG.

R. Brian Calvert, DSI's Vice President, assured the Court that the
firm doesn't represent any interest adverse to that of the Debtor,
Estate Financial Inc., or their creditors.

                     About Estate Financial

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

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


ESTATE FINANCIAL: Court Denies SAL Filing Extension
---------------------------------------------------
The Hon. Robin Riblet of the U.S. Bankruptcy Court for the Central
District of California denied the request of Bradley D. Sharp --
the Chapter 11 Trustee for Estate Financial Mortgage Fund, LLC's
bankruptcy case -- to extend the filing of the Debtor's Schedules
of Assets and Liabilities and Statement of Financial Affairs to
Nov. 14, 2008.

Pursuant to Rule 1007 of the Federal Rule of Bankruptcy Procedure
and as ordered by the Court, Schedules must be filed by Aug. 15,
2008.  By that date, Mr. Bradley sought for a 90-day extension for
the filing of the Schedules, saying that he was just appointed and
is still in the process of gathering information and the Debtor's
records needed to file the Schedules.

On July 1, 2008, the Debtor filed a voluntary petition for relief
under Chapter 11 of the Bankrutpcy Code.  Mr. Bradley told the
Court that although the Debtor started preparing the Schedules
before his appointment as Chapter 11 trustee on
July 23, 2008, the Debtor has no intention of completing the
Schedules.  Mr. Bradley is then required to complete and file the
Debtor's Schedules.  Mr. Bradley said that since his appointment,
he has spent much time and energy in obtaining information about
the Debtor's business and assets and securing the books and
records and assets of the Debtor.

As of the Petition Date, the Debtor's estate owns outright or has
a fractional interest in about 544 promissory notes secured by
deeds of trust and about 31 parcels of real property which have
been obtained through foreclosure or otherwise.  Mr. Bradley and
his staff, along with the trustee appointed in the Estate
Financial, Inc. Chapter 11 case and his staff, are in the process
of reviewing loan files to determine what the relative rights of
the two bankruptcy estates are in those loans and real estate
owned, as well as the rights of third party investors in those
loans and property.  According to Mr. Bradley, majority of the
loans have several private investors.  There are separate loan
servicing agreements for each of the fractional investments, and
the books and records are in many cases incomplete or difficult to
verify.  Mr. Bradley told the Court that while it may not
ultimately be necessary to conclude a full reconciliation of each
loan file to complete the Schedules, a substantial amount of
additional analysis needs to be completed before a conclusion can
be reached.  Mr. Bradley said that he and his staff will need to
analyze, for at least the one-year period prior to the Petition
Date, the flow of money for all loans sold or paid off or property
sold.

Mr. Bradley told the Court that has discussed his request for a
90-day extension with the U.S. Trustee, but no conclusion was
reached.  

The Court said that no order was lodged by Sept. 12, 2008.  The
Court denied Mr. Bradley's request due to lack of prosecution.

                     About Estate Financial

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

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


E*TRADE ABS: S&P Junks Rating on Class B Notes
----------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B notes issued by E*Trade ABS CDO I Ltd., a cash flow arbitrage
collateralized debt obligation of asset-backed securities
transaction, and affirmed its rating on the class A-2
notes.
     
S&P lowered its rating on the class B notes due to a decline in
the credit support available to the notes.  As of the Aug. 31,
2008, trustee report, the class A/B overcollateralization ratio
was 96.18%, down from 103.92% at the time of the last rating
action in November 2007.  Standard & Poor's notes that the trustee
"haircuts" a percentage of the collateral when calculating the
overcollateralization ratio; the class A/B overcollateralization
ratio is 99.94% if these haircuts are not taken into account.  

Although the ratio is less than 100%, S&P expects the transaction
to earn excess spread income that can be used to pay down the
class B notes once the class A-2 notes are fully paid down.  The
current outstanding balance of the class A-2 notes is 31.20% of
its original size and continues to be paid down.  S&P affirmed its
rating on this class based on sufficient existing credit support.
   
                          Rating Lowered
   
                       E*Trade ABS CDO I Ltd.

                                     Rating
                                     ------
                    Class        To         From
                    -----        --         ----
                    B            CCC+       BBB+

                          Rating Affirmed
   
                       E*Trade ABS CDO I Ltd.
                         Class        Rating
                         -----        ------
                         A-2          AAA

                    Other Outstanding Ratings

                   Class                 Rating
                   -----                 ------
                   C-1                   CC
                   C-2                   CC
                   Preference shares     CC
                   Composite securities  CC


FIRST FEDERAL: Fitch Retains 'CCC/DR1' Rating on Class B Issue
--------------------------------------------------------------
Fitch Ratings has taken rating actions on First Federal
manufactured housing issues:

Series 1996-1
  -- Class B remains at 'CCC/DR1';

Series 1997-1
  -- Class A upgraded to 'AA+' from 'AA';
  -- Class B affirmed at 'BBB'.

Series 1997-2
  -- Class A affirmed at 'AA+';
  -- Class B remains at 'CC/DR1'.


FREESCALE: Exploring Alternatives Won't Affect Moody's Ratings
--------------------------------------------------------------
Moody's commented that Freescale Semiconductor Inc.'s ratings
(corporate family rating of B1) and negative ratings outlook will
not be immediately impacted by the company's announcement that it
intends to explore strategic alternatives for its cellular handset
chipset division.  Options may include a separation of all or
parts of the business from the rest of the company, joint venture
agreement, suspension of operations or other transformation.

Since details and timing of the exploration are unclear at this
time, the ultimate effect, if any, on the ratings will depend on
the chosen alternative, which in turn, will have an impact on the
rating drivers.

To the extent the mobile unit was divested, positive rating
factors would include reduced customer concentration (Motorola),
enhanced operating margin, reduced earnings volatility and
application of any sale proceeds toward debt reduction.  Negative
rating factors would include reduced end market diversity,
diminished revenue and asset base and any likely funding
requirements or costs associated with a joint venture arrangement,
discontinuance of operations or transition services agreement.

Additionally, Moody's remains concerned about moderating demand in
Freescale's networking segment, as well as the company's exposure
to the U.S. automotive segment, which has witnessed a contraction
in production volumes as consumer spending remains subdued in the
current weak macro-environment.

Given its early strategic investments and positioning as a
provider of 2.5G/EDGE and 3G analog and digital cellular
technologies, the mobile division was previously viewed as the
company's growth engine following Freescale's 2004 spin-off from
Motorola.  However, the cellular business has been characterized
by volatile earnings, low operating margin, high R&D spending
requirements, short product lifecycles and intense competition
relative to the company's other business segments.  

It has also been hampered by a lack of scale and reduced
visibility due to its significant exposure to Motorola's handset
division, which has continued to experience market share losses
and diminished profitability.  This lack of scale has become more
relevant following the recent joint venture between ST-NXP
Wireless and Ericsson Mobile Platforms, which has a similar EDGE
and 3G focus as Freescale's cellular unit and became one the top
three players in the industry behind Qualcomm and TI following the
merger.

Freescale's announcement, which comes six months after Rich Beyer
was tapped to become Freescale's new CEO, appears to be the result
of Mr. Beyer's review of the company's core competencies, and his
subsequent plan to refocus R&D and investment in those markets
where the company has key leadership positions and areas believed
to offer the best future growth opportunities to pursue market
share expansion and leading edge technology developments.

In December 2007, Moody's downgraded Freescale's corporate family
and long-term debt ratings and maintained a negative ratings
outlook.  The downgrade reflected Freescale's weakened credit
profile as a result of continued high financial leverage, reduced
capacity utilization levels and lower earnings prospects over the
near term.  With debt to EBITDA of 5.7x and free cash flow to debt
of 5.6%, the rating agency remains concerned that Freescale's
ability to de-leverage could be delayed due to challenges in
timely expanding its wireless customer base to offset reduced
wireless semiconductor purchase volumes from Motorola, especially
given the long product development lead time before design win
activity materializes into profitable production.

Liquidity remains robust as evidenced by Freescale's SGL-1
speculative grade liquidity rating, which is supported by sizeable
balance sheet cash and short-term investments totaling
$1.2 billion and an undrawn $750 million revolver expiring in
2012.

Moody's will monitor developments in Freescale's likely
restructuring plan should there be a sale or transformation of the
handset business, and evaluate the impact of any proposed
strategic initiatives on the credit profile and debt-holders of
the company since the final capital structure of the remaining
entity could also impact ratings.  In Moody's view, there is
minimal protection for bondholders in the event of asset sales or
transfers.

Headquartered in Austin, Texas, Freescale Semiconductor, Inc.
designs and manufactures embedded semiconductors for the
transportation, networking and wireless markets.  The company was
separated from Motorola via IPO in July 2004 and taken private in
a leveraged buyout in December 2006.  Revenues and EBITDA for the
twelve months ended June 30, 2008 were $5.9 billion and
$1.6 billion, respectively.


GABRIEL COMMUNICATIONS: Moody's Holds 'B2' CF and PD Ratings
------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family and B3
probability of default ratings of Gabriel Communications Finance
Company, a wholly owned subsidiary of NuVox, Inc.  EBITDA growth,
supported by the achievement of synergies related to its June 2007
merger with Florida Digital Network, Inc., has enabled NuVox to
reduce leverage from the mid 3 times to the mid 2 times debt-to-
EBITDA.

Notwithstanding this improved credit profile, strong relative to
other B2 rated issuers, the potential for continued acquisitions
and shareholder returns over the longer term limits positive
ratings momentum.

Furthermore, Moody's believes economic conditions could inhibit
revenue growth somewhat over the intermediate term, and also
require that competitive local exchange carriers maintain stronger
credit profiles to achieve ratings similar to incumbent operators,
given their lower margins and uncertain asset coverage.

The ratings outlook remains stable, and a summary of the action
follows.

Gabriel Communications Finance Company

  -- Affirmed B2 Corporate Family Rating
  -- Affirmed B3 Probability of Default Rating
  -- Affirmed B2 rating on Senior Secured Bank Credit Facility,
     LGD3, 32%

Outlook: Stable

Gabriel's B2 corporate family rating reflects the challenging
competitive environment in which it operates, its moderate size,
and some regulatory risk.  Good liquidity, evidence of success in
achieving synergies and executing on its integration of FDN, and
its fairly meaningful position in its targeted Southeast and
Midwest markets support the ratings.

In April 2007, Moody's affirmed Gabriel's B2 corporate family
rating and assigned a B2 rating to its first lien credit facility,
issued in conjunction with the acquisition of FDN.

A Competitive Local Exchange Carrier headquartered in Greenville,
SC, NuVox provides communications services and business solutions
to over 90,000 small and medium-sized business customers across
the Southeast and Midwest.  Pro forma for its acquisition of FDN,
its annual revenue is approximately $535 million.


GAMC MORTGAGE: Fitch Takes Rating Actions on Various Classes
------------------------------------------------------------
Fitch Ratings has taken rating actions on the GAMC Mortgage Corp.
Prime RMBS transaction:

GMAC Mortgage Corp. 2003-J9
  -- Class A-1-2 affirmed at 'AAA';
  -- Class A-2 affirmed at 'AAA';
  -- Class A-3 affirmed at 'AAA';
  -- Class A-4-2 affirmed at 'AAA';
  -- Class A-5-2 affirmed at 'AAA';
  -- Class A-6 affirmed at 'AAA';
  -- Class A-7 affirmed at 'AAA';
  -- Class A-8 affirmed at 'AAA';
  -- Class A-11 affirmed at 'AAA';
  -- Class A-12 affirmed at 'AAA';
  -- Class A-13 affirmed at 'AAA';
  -- Class A-15 affirmed at 'AAA';
  -- Class PO affirmed at 'AAA';
  -- Class IO affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'BBB';
  -- Class B-1 affirmed at 'BB';
  -- Class B-2 affirmed at 'B'.

The rating actions were taken as part as Fitch's ongoing
surveillance process of existing transactions.


GAMESTOP CORP: Micromania Acquisition Won't Affect S&P's Ratings
----------------------------------------------------------------
On Oct. 2, 2008, Standard & Poor's Ratings Services said that the
acquisition of Micromania (a French videogame retailer with 332
locations) would have no immediate impact on GameStop Corp.'s
(BB+/Stable/--) rating or outlook.  The purchase price of
$700 million will be funded through cash on hand, a $150 million
committed term loan from Bank of America, and borrowings under the
revolving credit facility.  S&P anticipates the strong cash
generation from operations, especially during the holiday season,
will enable the Grapevine, Texas-based company to repay swiftly
the additional debt incurred for the acquisition.  Pro forma for
the transaction, S&P anticipates there will not be a significant
change in the company's credit metrics.  The transaction is
expected to close in November 2008.

As GameStop had no stores in France, the acquisition of Micromania
provides the company an entrance into that country's $3.4 billion
videogame industry.  With locations in several other European
countries, the Micromania purchase increases the company's
European presence.  S&P anticipates that GameStop may make other
targeted acquisitions to drive growth as well as provide
additional geographic diversity, but do not expect any significant
transactions in the near term.


GENCORP INC: August 31 Balance Sheet Upside-Down by $30.9 Million
-----------------------------------------------------------------
GenCorp Inc.'s balance sheet as of Aug. 31, 2008, showed $1.01
billion in total assets, $1.04 billion in total liabilities,
resulting to $30.9 million in shareholders' deficit.

GenCorp posted $2.7 million in net losses on $172.5 million in net
revenues for the third quarter ended Aug.31, 2008, compared with
$15.6 million in net profit on $198.5 million in net revenues for
the third quarter ended 2007.

The decrease in net sales for the third quarter of fiscal 2008
compared to the third quarter of fiscal 2007 was primarily the
result of the close-out activities of the Titan program in fiscal
2007 and lower overall volume in defense programs in fiscal 2008.

The increase in net sales for the first nine months of fiscal 2008
compared to the first nine months of fiscal 2007 was primarily the
result of the sale of 400 acres of the company's Sacramento Land
in the second quarter of fiscal 2008 partially offset by the
close-out of the Titan program in fiscal 2007.  In addition, the
first quarter and the first nine months of fiscal 2008 includes
one additional week of net sales of approximately $19 million from
Aerojet compared to the comparable periods in fiscal 2007.

Full-text copies of GenCorp's financial statements for the third
quarter ended Aug. 31, 2008, is available free of charge at:
http://researcharchives.com/t/s?333c

                         About GenCorp

Headquartered in Rancho Cordova, Calif., GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a leading technology-based    
manufacturer of aerospace and defense products and systems with a
real estate segment that includes activities related to the
entitlement, sale and leasing of the company's excess real estate
assets.


GENCORP INC: Thomas Corcoran Joins Board of Directors
-----------------------------------------------------
GenCorp. Inc. disclosed in a Securities and Exchange Commission
filing that on Sept. 25, 2008, Thomas A. Corcoran joined its Board
of Directors.  

Mr. Corcoran is a senior advisor to the aerospace and defense
sector of the Carlyle Group, one of the world's largest private
equity firms.  Mr. Corcoran is also president of Corcoran
Enterprises, LLC, a management-consulting firm. Before becoming a
senior advisor, Mr. Corcoran was president & chief executive
officer of Gemini Air Cargo, a Carlyle Group Company.

Prior to his roles with Carlyle, Mr. Corcoran was president and
chief executive officer of Allegheny Teledyne Incorporated.  He
also served as president and chief operating officer of Lockheed
Martin's Electronics and Space sectors, as well as president of
the Electronics Group of Martin Marietta, a position he assumed in
1993 following the sale of GE Aerospace to Martin Marietta.

Mr. Corcoran began his career in 1967 at General Electric Company  
where he held various senior management positions.  He joined GE
Aerospace in 1983 and was named a corporate officer and assumed
the role of vice president and general manager of GE Aerospace
Operations in 1990.

"Tom brings an extensive industry background to the Board," said
Scott Neish, interim president and chief executive officer of
GenCorp.  "I look forward to working with him as we continue to
enhance Aerojet's market share in the defense and space sectors."

Mr. Corcoran earned his B.A. in engineering at Stevens Institute
of Technology (Stevens) and is a graduate of the GE Manufacturing
Management Program. He also has an honorary Ph.D. from Stevens.

Mr. Corcoran currently serves on the boards of directors of three
other US listed public companies: L-3 Communications, REMEC, Inc.
and LaBarge, Inc. He is also a director with Aer Lingus, Ltd.
based in Dublin, Ireland and Serco, Ltd. based in Surry, UK. He is
a member of the Board of Trustees of Stevens and is a Trustee
Emeritus at Worcester Polytechnic Institute.

                         About GenCorp

Headquartered in Rancho Cordova, Calif., GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a leading technology-based    
manufacturer of aerospace and defense products and systems with a
real estate segment that includes activities related to the
entitlement, sale and leasing of the company's excess real estate
assets.

GenCorp Inc.'s balance sheet as of Aug. 31, 2008, showed $1.01
billion in total assets, $1.04 billion in total liabilities,
resulting to $30.9 million in shareholders' deficit.

GenCorp posted $2.7 million in net losses on $172.5 million in net
revenues for the third quarter ended Aug.31, 2008, compared with
$15.6 million in net profit on $198.5 million in net revenues for
the third quarter ended 2007.



GENERAL GROWTH: Deadline to Refinance $1 Billion Debt Nears
-----------------------------------------------------------
Mall owner General Growth Properties, Inc., faces a year-end
deadline to refinance more than $1 billion in debt.  The Wall
Street Journal said the publicly traded Real Estate Investment
Trust had Morgan Stanley, Goldman Sachs Group Inc. and Deutsche
Bank AG to help sort out its options to raise capital.

On September 22, the REIT said in a statement that "its Board of
Directors and management team is pursuing a comprehensive
evaluation of its alternatives, both financial and strategic, in
an effort to align the market value of the Company's common stock
more closely with the intrinsic value of the Company's stable,
high quality portfolio of real estate assets in good locations
with significant barriers to entry. Occupancy reached a record
high of 93.2% in the second quarter of 2008 and comparable net
operating income continued to increase, even in a challenging
consumer sales environment.

"The Company currently anticipates that it will be in a position
to offer a long-term fixed-rate portfolio mortgage financing to
lenders in mid to late November, and in the interim will actively
pursue several sources of financing for the Company's near term
maturing obligations. The Company and its advisors are also
developing a comprehensive, strategic plan to generate capital
from a variety of potential sources including, but not limited to,
both core and non-core asset sales, the sale of joint venture or
preferred equity in selected pools of its assets, a corporate
level capital infusion, and/or strategic business combinations."

James P. Miller of the Chicago Tribune reported that the REIT's
most pressing problem isn't the retail market, but the tight
credit market, which is making it difficult for the Company to
find additional sources of funding.  Mr. Miller noted that General
Growth has what is widely considered an attractive portfolio of
properties across the U.S., including such top-tier local holdings
as Water Tower Place, Oakbrook Center and Northbrook Court.

                          Debt Maturities

WSJ said the REIT has $27 billion in debt after an acquisition
spree in recent years.  It entered into a $12 billion merger with
Rouse Co. in 2004.  Some $19 billion of the debt is due by the end
of 2011.  WSJ said General Growth needs to refinance $1 billion in
mortgages tied to its Fashion Show mall and Shoppes at the
Palazzo, both in Las Vegas, which is due in November.  Mr. Miller
said that about $180 million of debt that comes due in late
October.  General Growth also has to repay $600 million in
unsecured bonds next year.  It is not clear whether the company
will be able to refinance the debt considering the tight global
credit markets, according to WSJ.

According to the report, "until recently, General Growth's plan
has been to delay paying down its overall debt until the economy
recovers."

Mr. Miller's report said a big portion of the company's debt is in
the form of mortgages and construction loans secured against
specific properties.

                   Appointment of Interim CFO

On Oct. 3, the company announced the appointment of Edmund Hoyt as
the Company's Chief Financial Officer on an interim basis. Mr.
Hoyt succeeds Bernard Freibaum.  Prior to the appointment,
Associated Press reports that shares in General Growth Properties
lost nearly half their value Thursday after a news report said
company executives have been their selling stock in the retail
real estate investment trust.  According to WSJ, Mr. Freibaum,
Chief Operating Officer Bob Michaels and seven other executives
have sold a collective 5.6 million of their shares for roughly
$112 million. Most of those sales were made to meet margin calls,
WSJ says, citing Securities and Exchange Commission filings.  Mr.
Freibaum alone sold more than 1.6 million shares, pocketing more
than $28 million, according to WSJ.  The stock sale is more than
that of other executives, the report said.

The stock of the company dropped $7.03, or 48%, to end at $7.59 on
Oct. 2, Associated Press said.  According to a Reuters report on
Oct. 2, year-to-date, General Growth stock has fallen 78%.  

General Growth shares was listed on the New York Stock Exchange's
no-short list on Sept. 23.  On Wednesday, the Securities and
Exchange Commission extended the regulatory protection of General
Growth shares from short-sellers until at the latest October 17.    

Based in Chicago, General Growth is a U.S.-based publicly traded
Real Estate Investment Trust (REIT). The Company currently has
ownership interest in, or management responsibility for, a
portfolio of more than 200 regional shopping malls in 44 states,
as well as ownership in master planned community developments and
commercial office buildings. The Company's portfolio totals
approximately 200 million square feet and includes over 24,000
retail stores nationwide. The Company is listed on the New York
Stock Exchange under the symbol GGP.

                           *     *    *

Standard & Poor's cut the company's debt rating to BB, citing
near-term debt maturities of $1.2 billion by the end of the year
and $3.1 billion by 2009.


GENERAL GROWTH: Names Mr. Freibaum's Successor, Suspends Dividend
-----------------------------------------------------------------
General Growth Properties, Inc., appointed Edmund Hoyt as the
Company's Chief Financial Officer on an interim basis. Mr. Hoyt
succeeds Bernard Freibaum, who is no longer employed by the
Company. The Company will promptly commence a search for a
permanent chief financial officer.

Mr. Hoyt has served as Senior Vice President and Chief Accounting
Officer of the Company since 2000. Mr. Hoyt has been with the
Company since 1986 and has held a variety of positions in
financial planning, accounting and controllership roles.

All continuing executive officers of the Company have informed the
Company that they have repaid in full all previously existing
margin loans and thus there will be no further sales of Company
stock by those executive officers to satisfy margin calls. In
addition, the Bucksbaum family interests have informed the Company
that they have not sold any shares of Company stock and that they
do not intend to sell any of their shares of Company stock. The
Company has been informed by Mr. Freibaum that on October 2, 2008,
he sold approximately 2.95 million shares of common stock to
satisfy margin calls and applied all of the proceeds to repay
outstanding margin debts. After those sales, Mr. Freibaum has
informed the Company that he beneficially owns approximately 1.3
million shares of stock and has approximately $3.4 million of
margin debt outstanding.

The Company also announced that, given the uncertainty and
volatility in the capital markets, and the fact that all
distributions currently required to maintain REIT status have
already been made this year, the Company's board of directors has
determined to suspend the common stock dividend at this time. Such
suspension will be reviewed by the Board in the context of the
REIT requirements and the Company's ongoing capital position.
The Company continues to be current on all of its debt obligations
and is continuing its full financial and strategic review with its
advisors.

General Growth is a U.S.-based publicly traded Real Estate
Investment Trust (REIT). The Company currently has ownership
interest in, or management responsibility for, a portfolio of more
than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings. The Company's portfolio totals approximately 200
million square feet and includes over 24,000 retail stores
nationwide. The Company is listed on the New York Stock Exchange
under the symbol GGP.


GENESIS CLO: Fitch Downgrades Ratings on Classes of Notes
---------------------------------------------------------
Fitch Ratings downgrades three classes and affirms two classes of
notes issued by Genesis CLO 2007-1 Ltd./Corp.  These rating
actions are effective immediately:

  -- $1,389,647,283 class A senior secured floating rate notes
     affirmed at 'AAA';

  -- $110,000,000 class B senior secured floating rate notes
     affirmed at 'AA';

  -- $70,000,000 class C senior secured deferrable floating rate
     notes downgraded to 'A-' from 'A';

  -- $50,000,000 class D senior secured deferrable floating rate
     notes downgraded to 'BB' from 'BBB';

  -- $40,000,000 class E senior secured deferrable floating rate
     notes downgraded to 'B' from 'BB'.

The rating action reflects Fitch's view on the credit risk of the
rated notes following the release of its new Corporate CDO rating
Criteria.

Genesis is a static cash flow transaction collateralized by a
portfolio of leveraged loans.  The transaction closed on Oct. 3,
2007.  It was arranged by Deutsche Bank AG and Ore Hill Partners,
LLC is the Collateral Manager.  The portfolio is comprised of
96.7% senior secured loans and 2.9% second lien loans.  In
addition, the portfolio contains 14.1% covenant light loans.  The
three largest industry concentrations in the Genesis portfolio are
Broadcasting and Media (11.9%), Healthcare (8.5%), and Food,
Beverage & Tobacco (7.5%).  The five largest obligors represent
approximately 7.2% of the portfolio and the single largest obligor
is approximately 1.8% of the portfolio.

The rating actions are based on the negative rating migration of
the portfolio since the closing date.  As of the Aug. 1, 2008
trustee report, the Fitch Weighted Average Rating Factor is
'B/B-'.  Approximately 85.8% of the portfolio is publicly rated by
at least one rating agency, with 8.6% of the assets currently on
Rating Watch Negative by at least one rating agency and an
additional 22.2% have a Negative Outlook.  Approximately 10.7% of
the portfolio has been shadow rated by Fitch.  In addition, 7.3%
of the portfolio is explicitly rated 'CCC+' or below and 0.8% of
the portfolio is defaulted.

The transaction includes overcollateralization and interest
coverage tests for each class and they are currently passing their
minimum test levels.  Failure of any coverage test will redeem the
notes in sequential order starting with the class A notes.  Since
the closing date, the class A notes have received $180.4 million
in principal, or approximately 11.5% of the original notional
amount, from repayments on the underlying assets.

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest, as
per the transaction's governing documents, as well as the
aggregate outstanding amount of principal by the stated maturity
date.  The ratings of the class C, D and E notes address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the transaction's governing documents,
as well as the aggregate outstanding amount of principal by the
stated maturity date.


GRAFTON TRUSS: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Grafton Truss & Panel Company, Inc.
        dba Grafton Homes
        P.O. Box 648
        Grafton, WV 26354

Bankruptcy Case No.: 08-01557

Type of Business: The Debtor is a home builder.  
                  See http://www.buildgh.com/

Chapter 11 Petition Date: October 1, 2008

Court: Northern District of West Virginia (Clarksburg)

Judge: Patrick M. Flatley

Debtor's Counsel: Thomas H. Fluharty, Esq.
                  Thomas H. Fluharty Law Offices
                  THFDEBTATTY@wvdsl.net
                  408 Lee Avenue
                  Clarksburg, WV 26301
                  Tel: (304) 624-7832
                  Fax: (304) 622-7649


Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of the Debtor's petition that contains a list of its 19
Largest Unsecured Creditors is available at:

           http://bankrupt.com/misc/vanb08-01557.pdf


GRAYSTONE AT SARACENNIA: Case Summary & 4 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Graystone at Saracennia, LLC
        7619 Little River Turnpike
        Fairfax, VA 22033

Bankruptcy Case No.: 08-16079

Type of Business: The Debtor is a Single Asset Real Estate debtor.

Chapter 11 Petition Date: October 2, 2008

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Ann E. Schmitt, Esq.
                  aschmitt@culbert-schmitt.com
                  Culbert & Schmitt, PLLC
                  30C Catoctin Circle SE
                  Leesburg, VA 20175
                  Tel: (703) 737-6377
                  Fax: (703) 737-6370

Estimated Assets: $0 to $50,000

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

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Eco Systems, Inc.              consulting                 $90,000
6360 I-55 North, Suite 330     services
Jackson, MS 39211

GKM Investments                455 acres located       $2,701,403
11607 Springridge Road         in Jackson County,
Potomac, MD 20854              Mississippi

Mary Collier                   455 acres located         $150,000
P.O. Box 1491                  in Jackson County
Big Timber, MT 59011           Mississippi

Robin Bluford                  note                      $150,000
13100 44th Ave North       
Minneapolis, MN 55442


GREEN BUILDING: Files for Chapter 11 Protection
-----------------------------------------------
Green Building Exchange filed for Chapter 11 bankruptcy protection
in the U.S. Bankruptcy Court for the Northern District of
California.

Shaun Bishop at San Mateo (California) Daily News reports that,
Green Building stopped operating in Redwood City and will reopen
at San Francisco on Oct. 6.

Several exhibitors said that Green Building's original facility at
305 Main Street "was probably too out of the way to attract foot
traffic and perhaps too large at 55,000 square feet," San Mateo
Daily states.

Green Building's founder, Michael Schaeffer, admitted that the
response at the firm's Redwood City location was disappointing,
and that the company "just couldn't come to terms with the
landlord there to continue, and the rent was too expensive," San
Mateo Daily relates.  Mr. Schaeffer said that he is determined to
make it work at the company's new 27,000-square-foot site at
1 Chestnut Ave. in South San Francisco, according to San Mateo
Daily.

Green Building Exchange, Inc., was formerly located at Redwood
City, California.  It filed for Chapter 11 protection on
June 30, 2008 (Bankr. N.D. Calif. Case No. 08-31152).  The company
listed assets below $50,000 and debts below $1,000,000.


GREENMAN TECH: No Distribution Seen from Bankrupt Unit
------------------------------------------------------
GreenMan Technologies, Inc., disclosed the approval of the
Trustee's Final Report of No Distribution in relation to the   
filing of Chapter 7 of the United States Bankruptcy Code in the
United States Bankruptcy Court, Middle District of Georgia by
GreenMan's inactive GreenMan Technologies of Georgia Inc.
subsidiary.  The Trustee's Final Report was approved by the
United States Bankruptcy Judge on Sept. 30, 2008, and the case
is considered closed.  The Trustee's Report of No Distribution
certifies that the trustee has performed the duties required of a
trustee under 11 U.S.C. Section 704 and has concluded that there
are no assets to administer.

Based in Savage, Minnesota, GreenMan Technologies Inc.
(OTC BB: GMTI) -- http://www.greenman.biz/-- is comprised of two   
business segments, the tire recycling operations and the molded
recycled rubber products operations.

The tire recycling operations located in Savage, Minnesota, and
Des Moines, Iowa, collect, process and market scrap tires in
whole, shredded or granular form.  The company is paid a fee to
collect, transport and process scrap tires (collection/processing
revenue) in whole or into two inch or smaller rubber chips which
are then sold (product revenue).

On Oct. 1, 2007, the company acquired Welch Products Inc., a
company headquartered in Carlisle, Iowa, which specializes in
designing, developing, and manufacturing of environmentally
responsible products using recycled materials, primarily recycled
rubber.  Welch's patented products and processes include
playground safety tiles, roadside anti-vegetation products,
construction molds and highway guard-rail rubber spacer blocks.
Through its prior acquisition of Playtribe Inc., Welch also
provides innovative playground design, equipment and installation.

As reported in the Troubled Company Reporter on June 30, 2008,
GreenMan Technologies, Inc., disclosed that its inactive GreenMan
Technologies of Georgia Inc. subsidiary filed a voluntary
petition under Chapter 7 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the Middle District of Georgia.  GreenMan
Technologies of Georgia, Inc., ceased operations during early 2006
and disposed of all remaining assets in March 2006.

                           *     *     *

On Aug. 14, 2008, TCR reported that GreenMan Technologies'
consolidated balance sheet at June 30, 2008, showed $17,923,874 in
total assets and $23,798,575 in total liabilities, resulting in a
$5,874,701 stockholders' deficit.


GREENPOINT: Fitch Holds Ratings on Four Housing Issues at 'B'
-------------------------------------------------------------
Fitch Ratings has taken rating actions on GreenPoint manufactured
housing issues:

Series 1999-5
  -- Class A-4 affirmed at 'AA';
  -- Class A-5 affirmed at 'A+';
  -- Class M-1A affirmed at 'B';
  -- Class M-1B affirmed at 'B';
  -- Class M-2 remains at 'C/DR5'.

Series 2000-1
  -- Class A-3 upgraded to 'AA-' from 'A-';
  -- Class A-4 affirmed at 'B';
  -- Class A-5 affirmed at 'B';
  -- Class M-1 remains at 'C/DR5';
  -- Class M-2 remains at 'C/DR6'.

Series 2000-3
  -- Class I-A affirmed at 'B';
  -- Class 1-M-1 remains at 'C/DR5'.


GREEN TREE: Fitch Takes Rating Actions on Various Housing Issues
----------------------------------------------------------------
Fitch Ratings has taken rating actions on Green Tree manufactured
housing issues:

Series 1992-2
  -- Class B downgraded to 'CC/DR4' from 'CCC/DR1';

Series 1993-1
  -- Class B remains at 'CCC/DR1';

Series 1993-2
  -- Class B downgraded to 'CC/DR4' from 'CCC/DR2';

Series 1993-4
  -- Class B-2 revised to 'CC/DR4' from 'CC/DR2'.

Series 1994-1
  -- Class A-5 affirmed at 'AAA';
  -- Class B-2 revised to 'C/DR4' from 'C/DR2'

Series 1994-2
  -- Class A-5 affirmed at 'AA+';
  -- Class B-2 revised to 'C/DR4' from 'C/DR2'

Series 1994-3
  -- Class A-5 affirmed at 'AA+';
  -- Class B-2 revised to 'C/DR4' from 'C/DR2'

Series 1994-5
  -- Class A-5 affirmed at 'AA+';
  -- Class B-2 revised to 'C/DR4' from 'C/DR2'

Series 1994-6
  -- Class M upgraded to 'AAA' from 'AA+';
  -- Class B-1 affirmed at 'AA'
  -- Class B-2 revised to 'CC/DR4' from 'CC/DR1'

Series 1994-7
  -- Class M affirmed at 'AA+'
  -- Class B-2 revised to 'C/DR4' from 'C/DR2'

Series 1994-8
  -- Class M upgraded to 'AAA' from 'AA+';
  -- Class B-1 affirmed at 'A+'
  -- Class B-2 revised to 'C/DR4' from 'C/DR2'

Series 1995-1
  -- Class M upgraded to 'AAA' from 'AA+';
  -- Class B-1 affirmed at 'A+'
  -- Class B-2 revised to 'C/DR4' from 'C/DR2'

Series 1995-2
  -- Class M affirmed at 'AAA';
  -- Class B-1 affirmed at 'A+';
  -- Class B-2 revised to 'C/DR4' from 'C/DR3'

Series 1995-3
  -- Class M affirmed at 'AA+';
  -- Class B-1 affirmed at 'BBB';
  -- Class B-2 remains at 'C/DR4'

Series 1995-4
  -- Class M upgraded to 'AA-' from 'A-';
  -- Class B-1 affirmed at 'B';
  -- Class B-2 remains at 'C/DR4'

Series 1995-5
  -- Class M upgraded to 'A' from 'BBB-';
  -- Class B-1 affirmed at 'B-/DR2';
  -- Class B-2 remains at 'C/DR5'

Series 1995-6
  -- Class A-5 affirmed at 'AAA';
  -- Class A-6 affirmed at 'AAA';
  -- Class M upgraded to 'BBB' from 'B-/DR1';
  -- Class B-1 remains at 'CCC/DR2';
  -- Class B-2 remains at 'C/DR6'.

Series 1995-7
  -- Class A-5 affirmed at 'AAA';
  -- Class A-6 affirmed at 'AAA';
  -- Class M affirmed at 'BBB-';
  -- Class B-1 remains at 'CCC/DR2';
  -- Class B-2 remains at 'C/DR6'

Series 1995-8
  -- Class A-6 affirmed at 'AAA';
  -- Class M upgraded to 'AA-' from 'A';
  -- Class B-1 remains at 'CCC/DR2';
  -- Class B-2 remains at 'C/DR6'.

Series 1995-9
  -- Class A-6 affirmed at 'AAA';
  -- Class M upgraded to 'BBB-' from 'B';
  -- Class B-1 remains at 'CCC/DR2';
  -- Class B-2 remains at 'C/DR6'

Series 1995-10
  -- Class A-6 affirmed at 'AAA';
  -- Class M upgraded to 'A' from 'BBB-';
  -- Class B-1 remains at 'CCC/DR2';
  -- Class B-2 remains at 'C/DR6'.

Series 1996-1
  -- Class A-4 upgraded to 'AAA' from 'AA+';
  -- Class A-5 upgraded to 'AAA' from 'AA+';
  -- Class M-1 upgraded to 'BBB' from 'B-/DR2';
  -- Class B-1 remains at 'CC/DR3';
  -- Class B-2 remains at 'C/DR6'.

Series 1996-2
  -- Class A-4 upgraded to 'AA' from 'AA-';
  -- Class A-5 upgraded to 'AA' from 'AA-';
  -- Class M-1 remains at 'CCC/DR2';
  -- Class B-1 remains at 'C/DR4'.

Series 1996-3
  -- Class A-5 upgraded to 'AA' from 'AA-';
  -- Class A-6 upgraded to 'AA' from 'AA-';
  -- Class M-1 remains at 'CC/DR3';
  -- Class B-1 remains at 'C/DR4';

Series 1996-4
  -- Class A-6 affirmed at 'AA-';
  -- Class A-7 affirmed at 'AA-';
  -- Class M-1 remains at 'CCC/DR2';
  -- Class B-1 remains at 'C/DR5'.

Series 1996-5
  -- Class A-6 affirmed 'AA';
  -- Class A-7 affirmed 'AA';
  -- Class M-1 remains at 'CCC/DR2';
  -- Class B-1 remains at 'C/DR5'.

Series 1996-6
  -- Class A-6 affirmed at 'AA';
  -- Class M-1 remains at 'CCC/DR2';
  -- Class B-1 remains at 'C/DR5'.
Series 1996-7
  -- Class A-6 affirmed at 'AA';
  -- Class M affirmed at 'B-/DR2';
  -- Class B-1 remains at 'C/DR5'.

Series 1996-8
  -- Class A-6 affirmed at 'AA';
  -- Class A-7 affirmed at 'AA';
  -- Class M-1 remains at 'CCC/DR2;
  -- Class B-1 remains at 'C/DR5'.

Series 1996-9
  -- Class A-5 affirmed at 'AA';
  -- Class A-6 affirmed at 'AA';
  -- Class M-1 remains at 'CCC/DR2;
  -- Class B-1 remains at 'C/DR5'.

Series 1996-10
  -- Class A-5 affirmed at 'AAA';
  -- Class A-6 affirmed at 'AAA';
  -- Class M-1 affirmed at 'B';
  -- Class B-1 remains at 'C/DR4'.

Series 1997-1
  -- Class A-5 affirmed at 'AA-';
  -- Class A-6 affirmed at 'AA-';
  -- Class M-1 remains at 'CCC/DR2;
  -- Class B-1 remains at 'C/DR5'.

Series 1997-2
  -- Class A-6 affirmed at 'A';
  -- Class A-7 affirmed at 'A';
  -- Class M-1 remains at 'CCC/DR3;
  -- Class B-1 remains at 'C/DR6'.

Series 1997-3
  -- Class A-5 affirmed at 'A-';
  -- Class A-6 affirmed at 'A-';
  -- Class A-7 affirmed at 'A-';
  -- Class M remains at 'CC/DR3;
  -- Class B-1 remains at 'C/DR6'.

Series 1997-4
  -- Class A-5 affirmed at 'A+';
  -- Class A-6 affirmed at 'A+';
  -- Class A-7 affirmed at 'A+';
  -- Class M-1 remains at 'CCC/DR3;
  -- Class B-1 remains at 'C/DR5'.

Series 1997-5
  -- Class A-5 affirmed at 'A+';
  -- Class A-6 affirmed at 'A+';
  -- Class A-7 affirmed at 'A+';
  -- Class M-1 remains at 'CCC/DR2';
  -- Class B-1 remains at 'C/DR5'.

Series 1997-6
  -- Class A-6 affirmed at 'A';
  -- Class A-7 affirmed at 'A';
  -- Class A-8 affirmed at 'A';
  -- Class A-9 affirmed at 'A';
  -- Class A-10 affirmed at 'A';
  -- Class M-1 remains at 'CCC/DR3';
  -- Class B-1 remains at 'C/DR5'.

Series 1997-8
  -- Class A-1 affirmed at 'BBB+';
  -- Class M-1 remains at 'CC/DR3';
  -- Class B-1 remains at 'C/DR5'.

Series 1998-1
  -- Class A-4 affirmed at 'A-';
  -- Class A-5 affirmed at 'A-';
  -- Class A-6 affirmed at 'A-';
  -- Class M remains at 'CCC/DR3';
  -- Class B-1 remains at 'C/DR5'.

Series 1998-3
  -- Class A-5 affirmed at 'BB+';
  -- Class A-6 affirmed at 'BB+';
  -- Class M-1 remains at 'CC/DR4';
  -- Class B-1 remains at 'C/DR6'.

Series 1998-4
  -- Class A-5 affirmed at 'BB+';
  -- Class A-6 affirmed at 'BB+';
  -- Class A-7 affirmed at 'BB+';
  -- Class M-1 remains at 'CC/DR4';
  -- Class B-1 remains at 'C/DR6'.

Series 1998-6
  -- Class A-7 upgraded to 'A' from 'BBB';
  -- Class A-8 affirmed at 'BBB-';
  -- Class M-1 remains at 'CC/DR4';
  -- Class M-2 remains at 'C/DR5'.

Series 1998-7
  -- Class A-1 affirmed at 'BB+';
  -- Class M-1 remains at 'CC/DR4';
  -- Class M-2 remains at 'C/DR5';
  -- Class B-1 remains at 'C/DR6'.

Series 1999-1
  -- Class A-5 upgraded to 'A' from 'BBB';
  -- Class A-6 upgraded to 'BB+' from 'B';
  -- Class A-7 remains at 'CCC/DR3';
  -- Class M-1 remains at 'C/DR5';
  -- Class M-2 remains at 'C/DR5'.

Series 1999-2
  -- Class A-4 upgraded to 'AAA' from 'BBB+';
  -- Class A-5 upgraded to 'BBB' from 'CCC';
  -- Class A-6 remains at 'CCC/DR2';
  -- Class A-7 remains at 'CCC/DR2';
  -- Class M-1 remains at 'C/DR5';
  -- Class M-2 remains at 'C/DR5'.

Series 1999-3
  -- Class A-6 upgraded to 'AAA' from 'BBB+';
  -- Class A-7 upgraded to 'BBB' from 'CCC';
  -- Class A-8 remains at 'CCC/DR2';
  -- Class A-9 remains at 'CCC/DR2';
  -- Class M-1 remains at 'C/DR5';
  -- Class M-2 remains at 'C/DR6'.


Series 1999-4
  -- Class A-6 upgraded to 'AAA' from 'BB';
  -- Class A-7 remains at 'CCC/DR2';
  -- Class A-8 remains at 'CCC/DR2';
  -- Class A-9 remains at 'CCC/DR2';
  -- Class M-1 remains at 'C/DR5'.

Series 1999-5
  -- Class A-5 remains at 'CCC/DR2';
  -- Class A-6 remains at 'CCC/DR2';
  -- Class M-1 remains at 'C/DR5'.


GREENWICH CAPITAL: Fitch Lifts Class B-1 Rtng to BB+ from CCC/DR1
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on Greenwich Capital
manufactured housing issue:

Greenwich Capital Acceptance Inc, MH Contract Series 1995-BA1
  -- Class A-4 affirmed at 'AAA';
  -- Class B-1 upgraded to 'BB+' from 'CCC/DR1';
  -- Class B-2 remains at 'C/DR3'.


GS CDS: Moody's Slashes $100MM Notes Rating to 'Ba2' from 'A2'
--------------------------------------------------------------
Moody's Investors Service has downgraded its rating of the notes
issued by GS CDS - GM Hourly-Rt Employee Pension Trust:

Class Description: $100,000,000 Credit Derivative Transaction due
December 20, 2013

  -- Prior Rating: A2
  -- Prior Rating Date: 3/28/2007
  -- Current Rating: Ba2

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to Lehman
Brothers Holdings Inc., which filed for protection under Chapter
11 of the U.S. Bankruptcy Code on September 15, 2008, Washington
Mutual Inc., which was seized by federal regulators on Sept. 25,
2008 and subsequently virtually all of its assets were sold to
JPMorgan Chase, and Fannie Mae, which was placed into the
conservatorship of the U.S. government on September 8, 2008.


HAMPDEN & YOSEMITE: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Hampden & Yosemite, Ltd.
        8801 East Hampden Avenue, Suite 1-G
        Denver, CO 80231

Bankruptcy Case No.: 08-25399

Chapter 11 Petition Date: October 1, 2008

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Benjamin H. Shloss, Esq.
                  bhs@kutnerlaw.com
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Fax: (303) 832-1510

Estimated Assets: Unknown

Estimated Debts:  $1 million to $10 million

Debtor's list of its Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Denver County Treasurer          Property Taxes        $210,000
144 West Colfax Avenue
Denver, CO 80202


HANOVER CAPITAL: Inks Merger Agreement with Walter Industries
-------------------------------------------------------------
Hanover Capital Mortgage Holdings, Inc., entered into a definitive
agreement to merge with a subsidiary of Walter Industries, Inc.
Walter plans to distribute 100% of its interest in its financing
business, JWH Holding Company LLC, a subsidiary of Walter and
parent company of Walter Mortgage Company and Jim Walter Homes,
to its shareholders. Prior to this distribution, Jim Walter Homes
will be sold or otherwise separated from JWH Holding Company and
will not be part of the spin-off entity.

JWH Holding Company has entered into a definitive agreement to
merge with Hanover, with Hanover continuing as the surviving
corporation.  The merger will occur immediately following the
spin-off and is structured such that the combined company will
continue to operate as a publicly traded real estate investment
trust.  The new company will be named Walter Investment Management
Corporation.

"Throughout this period of upheaval in the mortgage and financial
markets we have worked to find the best solution for the
shareholders and employees of Hanover," Hanover's chairman and
chief executive officer, John A. Burchett, said.  "We believe
that this is a great opportunity for all to move forward with
the Walter transaction.  Walter Mortgage Company brings a strong
balance sheet and track record to the combined companies."

After the merger, the board of directors of the surviving
corporation will be comprised of seven directors divided into
three classes, with six directors designated by JWH Holding
Company and one director designated by Hanover, who is expected
to be Mr. Burchett.  After the merger, Mark J. O'Brien, chief
executive officer of JWH Holding Company, will become chairman
and chief executive officer of the surviving corporation and
Charles E. Cauthen, president of Walter Mortgage Company, will
become the surviving corporation's president and chief operating
officer.

Mr. Burchett and Ms. Irma Tavares, Hanover's chief operating
officer, will serve in a senior management capacity at the
surviving corporation with an initial focus on generating fee
income through HCP2, Hanover's principal taxable REIT subsidiary.
After the merger, it is expected that the new company will be
headquartered in Tampa, Florida.

The spin-off and merger are expected to be completed in early
2009. The transaction is anticipated to occur in three steps:
the first, a spin-off of JWH Holding Company, is expected to be a
tax-free stock distribution to Walter's shareholders.  The
second step will be a taxable distribution of stock and cash
from JWH Holding Company to its shareholders and the third step
would be a merger between JWH Holding Company and Hanover. These
actions will be executed in immediate succession at closing.

The taxable distribution is required to comply with certain
Internal Revenue Service requirements for REITs.  After the spin-
off, taxable distribution and merger, Walter's shareholders will
own approximately 98.5% of Walter Investment Management's
publicly traded common stock.  Shareholders of Hanover will own
the remaining 1.5 percent. Walter Investment Management plans to
apply to list its shares on the American Stock Exchange.
The transaction is subject to certain closing conditions
including, but not limited to, approval of the merger by
Hanover's shareholders, favorable rulings from the IRS, and the
Securities and Exchange Commission declaring effective the
required S-4 registration statement and associated proxy filings
by Hanover.

The law firm of Thacher Proffitt & Wood LLP and investment banking
firm of Keefe, Bruyette & Woods Inc. are serving as advisors to
Hanover on the transaction. The law firm of Simpson Thacher &
Bartlett LLP and investment banker Moelis & Company are serving as
advisors to Walter on the transaction.

In connection with the merger, on Sept. 30, 2008, Hanover entered
into (i) an Agreement and Plan of Merger with Walter and JWH
Holding Company, well as (ii) an exchange agreement with Taberna
Preferred Funding I, Ltd., (iii) an exchange agreement with
Amster Trading Company and Ramat Securities LTD, (iv) a voting
agreement with Walter, JWH Holding Company, Mr. Burchett,
Ms. Tavares and the Amster Parties, (v) a software license
agreement with JWH Holding Company and (vi) a Third Amendment to
Stockholder Protection Rights Agreement with Computershare Trust
Company, N.A., as successor rights agent, amending Hanover's
Stockholder Protection Rights Agreement, dated as of April 11,
2000, as amended by the First Amendment to Stockholder Protection
Rights Agreement, dated Sept. 26, 2001, and the Second Amendment
to Stockholder Protection Rights Agreement, dated June 10, 2002.

These agreements were entered into in connection with the
proposed separation of Walter's financing segment, including
certain related insurance businesses, which currently is directly
owned by JWH Holding Company, from Walter through a series of
transactions culminating in a distribution of the limited
liability interests in JWH Holding Company to a third party
exchange agent on behalf of Walter's stockholders, and the
subsequent merger of JWH Holding Company into Hanover with Hanover
continuing as the surviving corporation.  Immediately prior to the
merger, Hanover will consummate exchange transactions with each of
Taberna and the Amster Parties pursuant to the Exchange
Agreements.

On Sept. 26, 2008, in order to ensure that Hanover would have
access to sufficient capital to acquire assets required to
maintain its status as a REIT and not become an "investment
company" under the Investment Company Act of 1940, JWH Holding
Company and Hanover entered into a loan and security agreement,
pursuant to which JWH Holding Company has made available to
Hanover a revolving credit facility in an aggregate amount not
to exceed $5 million, with each loan drawn under the facility
bearing interest at a rate per annum equal to the 3 Month LIBOR
as published in the Wall Street Journal for the Business Day
previous to the date the request for such Loan is made plus
0.50%.

The facility is secured by a collateral account maintained
pursuant to a related securities account control agreement,
entered into by Hanover, JWH Holding Company and Regions Bank
as securities intermediary, into which all of the assets
purchased by Hanover with the proceeds of the loan will be
deposited.  The maturity of the loan is the earliest to occur
of (i) Feb. 15, 2009, (ii) the date upon which JWH Holding
Company demands repayment and (iii) Hanover's bankruptcy or
liquidation.

Taberna and the Amster Parties hold all of the outstanding trust
preferred securities of Hanover Statutory Trust I and Hanover
Statutory Trust II, each in principal amounts of $20 million.
HST-I holds all of the unsecured junior subordinated deferrable
interest notes due 2035 issued by Hanover in March 2005, and
HST-II holds all of the fixed/floating rate junior subordinated
debt securities due 2035 issued by Hanover in November 2005.
Hanover has entered into the Exchange Agreements with each of
Taberna and the Amster Parties to acquire these trust preferred
securities.

Pursuant to the Taberna Exchange Agreement, as consideration for
all of the outstanding trust preferred securities of HST-I,
currently held by Taberna, Hanover will pay Taberna $2.25 million
in cash, $250,000 of which was paid to Taberna upon the signing
of the Taberna Exchange Agreement and the remainder of which will
be paid upon the closing of the merger.  Taberna will also be
reimbursed by Hanover for its counsel fees up to $15,000 in the
aggregate. Pursuant to the Amster Exchange Agreement, the Amster
Parties have agreed to exchange their trust preferred securities
in HST-II for 6,762,793 shares of Hanover common stock and a cash
payment of $750,000.  The Hanover common stock payable to the
Amster Parties will be issued and the cash payment will be made
immediately prior to the effective time of the merger.

Hanover has entered into amendments to existing retention
agreements with Mr. Harold McElraft, Hanover's chief financial
officer and treasurer, Ms. Suzette Berrios, Hanover's vice
president and general counsel and Mr. James Strickler, Hanover's
managing director.  These Retention Agreements require the
employees to remain with Hanover through a specified date in
order to qualify for retention payments thereunder.  

In addition, the Retention Agreements provide that the employees
are entitled to severance payments representing a percentage of
their annual salary upon the occurrence of certain triggering
events.

Hanover and each of Mr. Burchett, Hanover's president and chief
executive officer, and Ms. Tavares, Hanover's chief operating
officer, entered into revised employment agreements which provide
that Mr. Burchett's and Ms. Tavares' duties and responsibilities
after the merger will be to assist Hanover and JWH Holding
Company in the post-merger integration process.  In addition the
Revised Employment Agreements provide that if the merger does not
occur, the prior employment agreements of Mr. Burchett and
Ms. Tavares will remain in effect, and the Revised Employment
Agreements will be null and void.

                      About Hanover Capital

Based in Edison, N.J., Hanover Capital Mortgage Holdings Inc.
(AMEX: HCM) -- http://www.hanovercapitalholdings.com/-- is a       
mortgage real estate investment trust.  The company invests in
prime mortgage loans and mortgage securities backed by prime
mortgage loans.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 10, 2008,
Grant Thornton LLP, in New York, expressed substantial doubt about
Hanover Capital Mortgage Holdings Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm pointed to the company's net loss for the year ended
Dec. 31, 2007, which included $76.0 million in impairment losses
on mortgage-backed securities.  

Due to unprecedented turmoil in the mortgage and capital markets
during 2007 and into 2008, the company incurred a significant loss
of liquidity over a short period of time.  The company experienced
a net loss of approximately $46.3 million for the six months ended
June 30, 2008, and its current operations are not cash flow
positive.  Additional sources of capital are required for the
company to generate positive cash flow and continue operations
beyond 2008.

The Troubled Company Reporter reported on Aug. 27, 2008, Hanover
Capital Mortgage Holdings Inc. disclosed its financial results for
the three and six months ended June 30, 2008.  At June 30, 2008,
the company's consolidated balance sheet showed $62.2 million in
total assets, $134.1 million in total liabilities, resulting in a
$71.9 million stockholders' deficit.


HEXION SPECIALTY: Court Denies Request Related to Huntsman Merger
-----------------------------------------------------------------
The Delaware Court of Chancery on Monday last week entered
judgment in favor of Huntsman Corporation denying all declarations
sought by Apollo Management, L.P. and Hexion Specialty Chemicals,
Inc. in their suit requesting that the Chancery Court excuse
Hexion from its obligation to consummate the pending transaction.

The following day, Huntsman obtained a temporary restraining order
to prevent banks from continuing to interfere and thwart
Huntsman's rights under the Hexion Merger Agreement.

Apollo and Hexion had alleged that Huntsman was not entitled to a
$325 million break up fee and had suffered a Material Adverse
Effect since signing the Merger Agreement and that a solvency
certificate or opinion could not be provided for the combined
Hexion/Huntsman entity at the closing.  Both allegations were
soundly rejected by the Chancery Court.

Huntsman on Tuesday sued affiliates of Credit Suisse and Deutsche
Bank, lenders who had signed an agreement committing them to
finance the merger.  The lawsuit, filed in Montgomery County,
Texas, alleges that the Banks were conspiring with Apollo to
interfere with Huntsman's previous merger agreement with Basell,
interfere with a later Merger Agreement with Hexion and usurp for
their own benefit substantial and valuable rights that belonged to
Huntsman.

In its order, the Delaware Chancery Court ordered Hexion to
specifically perform its covenants under the Merger Agreement,
including the obligation to use its reasonable best efforts to
take all actions necessary and proper to consummate the Merger in
the most expeditious manner practicable.  The Court further
ordered that if the Closing has not occurred by October 1, the
Merger Agreement Termination Date shall be extended until the
Court determines that Hexion has fully complied with the Court's
order.

A full-text copy of the Delaware Chancery Court's decision is
available at no charge at:

http://sec.gov/Archives/edgar/data/1307954/000110465908061126/a08-
24653_1ex99d2.htm

A full-text copy of the Delaware Chancery Court's opinion is
available at no charge at:

http://sec.gov/Archives/edgar/data/1307954/000110465908061126/a08-
24653_1ex99d1.htm

Pursuant to the TRO, District Judge Fred Edwards of the Montgomery
County Texas District Court found that irreparable harm would
result if the Banks were not immediately enjoined from terminating
their financing commitment pending a full hearing on Huntsman's
request for a temporary injunction.

Judge Edwards ordered that the Banks, among other things, must not
take any action that could reasonably be expected to materially
impair, delay, terminate, or prevent consummation of the financing
contemplated by the agreement between the Banks and Hexion.

Commenting on Vice Chancellor Stephen P. Lamb's decision, Peter R.
Huntsman, President and CEO of Huntsman Corporation, stated, "We
are gratified that Apollo's allegations and tactics have failed to
persuade the Chancery Court.  

"Huntsman is a strong and dynamic company – indeed a global leader
in many of its markets – and Apollo's misguided attempt to use
2008's turbulent energy and financial markets to construct a
solvency issue where none existed has now been exposed.  We call
on Hexion to complete the remaining actions required by the Merger
Agreement in compliance with the Court's order and proceed to
closing."

Commenting on the TRO, Mr. Huntsman said, "We are grateful for
[the] decision by Judge Edwards, which comes on the heels of Vice
Chancellor Lamb's decision [] to similarly enjoin Apollo and
Hexion from further attempting to not comply with the terms to
which Hexion had agreed.  We believe these two court rulings will
allow the parties to move quickly to consummate the financing and
the merger."

In addition to denying the relief sought by Apollo and Hexion, the
Chancery Court also found that Hexion had breached a number of
obligations and covenants under the Merger Agreement, and that
such breaches were knowing and intentional and directed by Apollo.

Jon M. Huntsman, Founder and Chairman of Huntsman Corporation,
added, "We have claimed all along that Apollo would resort to any
means necessary to break a legal and binding contract.  Apollo was
dishonest and untruthful and lost the case."

Huntsman continues to seek damages exceeding $3 billion in its
Texas lawsuit against Apollo and its partners Leon Black and
Joshua Harris.

Huntsman has executed an Engagement Agreement with American
Appraisal Associates, Inc., pursuant to which American Appraisal
agreed to provide a solvency opinion in connection with the
closing of the merger with Hexion.

American Appraisal confirmed that, based on its review of relevant
data to date, and assuming no material change or receipt of
additional contrary information currently unknown to it between
the date of the Engagement Agreement and the effective date of its
opinion, American Appraisal is able to issue a written opinion
stating the combined company is solvent.

                           *     *     *

On October 2, the United States Federal Trade Commission granted
early termination of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act for Huntsman's pending merger
with Hexion.  Pursuant to an agreement among the FTC, Hexion and
Huntsman and the FTC's proposed decision and order, Hexion will
divest part of its specialty epoxy resin production and
development capabilities to Spolek Pro Chemickou a Hutni Vyrobu,
Akciova Spolecnost and, prior to closing the merger with Huntsman,
Hexion will obtain certain third party consents in connection with
the divestiture.

Additionally, the European Commission, which had previously
approved the merger conditioned on the same divestiture, has
approved Spolek as the purchaser.

                           About Huntsman

Huntsman Corp. -- http://www.huntsman.com-- is a global  
manufacturer andmarketer of differentiated chemicals.  Its  
operating companies manufacture products for a variety of global
industries, including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction, technology,
agriculture, health care, detergent, personal care, furniture,
appliances and packaging.  Originally known for pioneering
innovations in packaging and, later, for rapid and integrated
growth in petrochemicals, Huntsman today has 13,000 employees and
operates from multiple locations worldwide.  The Company had 2007
revenues of approximately $10 billion.

                       *     *     *

As reported by the Troubled Company Reporter on Oct. 3, 2008,
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.

                     About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting           
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.   Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

Hexion Specialty Chemicals Inc.'s balance sheet at March 31, 2008,
showed  the company had total assets of $4.2 billion and total
liabilities of $5.5 billion, resulting in a shareholders' deficit
of $1.3 billion.


HEXION SPECIALTY: Moody's Raises Concern on Huntsman Merger Deal
----------------------------------------------------------------
On September 29, 2008, Vice Chancellor Stephen Lamb issued an
opinion and Partial Final Judgment in favor of Huntsman Corp (Ba3
Corporate Family Rating) regarding the merger agreement between
Hexion Specialty Chemicals, Inc. (B2 Corporate Family Rating) and
Huntsman.  Essentially, the court:

  -- Prohibited Hexion from terminating the merger agreement;

  -- Ordered Hexion and affiliates of Apollo Management to comply
     with the terms of the merger agreement and not to take any
     action that could prevent the financing of the transaction;

  -- Prohibited them from continuing to breach the agreement; and

  -- Extended the termination of the agreement until the Court
     determines that Hexion has fully complied with the terms of
     the merger agreement.

Additionally, and more importantly, the judge stated that Hexion
had breached the terms of the merger agreement, which would allow
Huntsman to pursue monetary damages in excess of $325 million from
Hexion, if the merger is not completed.

The remaining question is: Will Credit Suisse and Deutsche Bank
fund the transaction?  In Moody's opinion, given the attractive
rates in the committed financing negotiated last year, the banks
will likely resist financing the transaction, due to the
substantial write-down required, and since Credit Suisse stated at
the trial, and Hexion has previously stated, that the combined
company would be insolvent.  If the banks do refuse to fund, then
Hexion would need to sue the banks to enforce its rights under the
commitment letter.

As with other recent high profile deals, there is likely to be
some sort of settlement resulting in either a lower purchase price
(investors in Huntsman Corp have recently offered to reduce the
purchase price to roughly $25.25/share from $28/share), additional
equity investment by Apollo, a cash settlement to Huntsman or some
combination of the above.

Moody's is concerned with Apollo's willingness to provide
additional equity given the large dividends it has received from
Hexion over the past three and one half years, and the weak
forecast for the combined company over the next year or two.  
However, Moody's also does not believe that a bankruptcy filing by
Hexion is a likely outcome as it would not necessarily insulate
Apollo from potential liability.

In the event that the transaction is completed as currently
planned, it is likely that Hexion's Corporate Family Rating will
be lowered by one or two notches, unless there is a further
reduction in the purchase price or Apollo decides to contribute
additional capital.  If Hexion and Apollo reach a monetary
settlement with Huntsman, Apollo would likely be forced to make
the payment as Hexion would not have the necessary excess
liquidity, and any such payment would likely be considered a
material adverse change, according to Section 3.09 of the credit
facility.

Another potential alternative is that Hexion and Apollo may reach
a largely non-monetary settlement with Huntsman.  This might also
provide Apollo with a way to exit its investment in Hexion (the
original acquisition of Resolution Performance Products LLC was in
2000) and avoid the need for a significant cash payment by Apollo.  
In the event that this type of settlement occurs, the ratings
could be confirmed or raised depending on the capital structure of
the entity subsequent to the settlement and any structural issues
related to the outstanding debt at the merged company.

Hexion Specialty Chemicals, Inc., headquartered in Columbus, Ohio
is a leading producer of commodities such as formaldehyde,
bisphenol A and epichlorhydrin, as well as formaldehyde-based
thermoset resins, epoxy resins, and versatic acid and its
derivatives.  The company is also a supplier of specialty resins
for inks and specialty coatings sold to a very diverse customer
base.  The company reported sales of over $6 billion for the LTM
ending June 30, 2008.


HILL-ROM HOLDINGS: Moody's Holds Preferred Shelf Rating at (P)Ba2
-----------------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of Hill-Rom
Holdings, Inc. (Baa3 senior unsecured) following the company's
announcement that it plans to acquire Liko, a privately-held
Swedish hospital equipment manufacturer for about $183 million.  
The rating outlook remains negative.

The affirmation reflects Moody's expectation that the company will
generate sufficient free cash flow over the next 12 months to
enable rapid repayment of any borrowings associated with this
transaction.  Since the spin-off of Batesville Casket in March of
this year, Hill-Rom appears to have been able to exceed targeted
organic growth in the 6-8% range.  Liko should help Hill-Rom
expand its platform as well as sales generated from outside the
US.

Diana Lee, a Senior Credit Officer at Moody's said, "While
acquisition activity was anticipated, Hill-Rom must continue to
focus on achieving targeted organic growth rates and maintaining a
prudent balance sheet."

The negative outlook reflects Moody's concerns that without
recurring working capital benefits, the company may not be able to
achieve sustainable free cash flow to debt ratios that are in the
20% range especially if management pursues additional acquisitions
prior to de-leveraging.  Further, the outlook incorporates some
concern that Hill-Rom is undertaking a relatively large
transaction so soon after the spin-off and at a time when it is
still facing competitive challenges.  Finally, Moody's believes
that use of cash for this transaction reduces Hill-Rom's financial
flexibility.

The Baa3 rating considers Hill-Rom's relatively small revenue
base, lack of diversification and potential for additional
acquisition activity, offset by a favorable market position in its
acute care bed business and relatively conservative posture toward
leverage in the past.  On a pro-forma basis, Hill-Rom's implied-
rating under the Global Medical Products & Device Methodology is
expected to be in the "Baa" range after annualizing the two most
recent quarters of Hill-Rom's financial statements.

Ratings affirmed:

  -- Hill-Rom Holdings, Inc. (formerly Hillenbrand Industries,
     Inc.)

  -- Senior unsecured notes at Baa3
  -- Senior unsecured shelf at (P) Baa3
  -- Subordinated shelf at (P) Ba1
  -- Preferred shelf at (P) Ba2

Hill-Rom Holdings, Inc. (formerly Hillenbrand Industries, Inc.)
headquartered in Batesville, Indiana, is a leading manufacturer of
hospital beds and other patient care products.


HOSPITAL PARTNERS: Seeks Buyers for Stakes in Four Hospitals
------------------------------------------------------------
Anne Zieger at Fiercehealthfinance.com reports that Hospital
Partners of America is seeking buyers for its stakes in St. Joseph
Medical Center, Trinity Medical Center, Shasta Regional Medical
Center, and Austin Surgical Hospital.

Fiercehealthfinance.com relates that HPA will use proceeds from
the sale to repay its two largest unsecured creditors:

     -- Medical Properties trust, which the hospital owes about
        $43.2 million; and

     -- Silver Point Capital, which the hospital owes some
        $35 million.

HPA hired Alvarez & Marsal to provide the company management
and restructuring services during its bankruptcy,
Fiercehealthfinance.com says.  According to the report, HPA
appointed A&M's Managing Director Joseph Bondi as CEO and chief
restructuring officer.

HPA's Chapter 11 bankruptcy filing shouldn't affect its hospitals
directly, as they operate as independent legal entities,
Fiercehealthfinance.com states.

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

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


HOSPITAL PARTNERS: U.S. Trustee to Hold Meeting to Form Panel
-------------------------------------------------------------
The United States Trustee for Region 3, will hold an
organizational meeting in the Chapter 11 cases of Hospital
Partners of America, Inc. on October 7, 2008 at 11:00 a.m. at
J. Caleb Boggs Federal Building, 844 King Street, Room 5209 in
Wilmington, Delaware.

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

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

                     About Hospital Partners

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.


HRP MYRTLE: Creditor Doubts Recovery; Hearing Set for Oct. 22
-------------------------------------------------------------
Lisa Fleisher at The Sun News (South Carolina) reports that
Deutsche Bank Trust Company Americas, one of the top creditors of
HRP Myrtle Beach Holdings LLC's $400 million Hard Rock Park, said
that the park's hope for recovery is "remote" and that it should
begin looking for a buyer immediately.  

If Hard Rock doesn't try to find a buyer immediately, "even a
short delay in commencing a sale process could jeopardize
marketing efforts and other steps" that a buyer would need to
take, The Sun News relates, citing Deutsche Bank.

The Sun News quoted Deutsche Bank as saying, "The prospects for
profitable operation of the park and a successful reorganization
of the debtors in a reasonable period of time are remote given the
current and anticipated economic environment.  It is unlikely the
park will be significantly more successful next year than it was
this year.  Indeed, the debtors have as yet presented no business
plan and apparently cannot project their specific cash needs
beyond Nov. 2."

Court documents indicate that Hard Rock Park had admitted that it
lacked money to advertise effectively, and that faltering economy
and the decline in tourism contributed to its problems.  

According to The Sun News, Hard Rock Park had said that it will
reopen next year.  The report says that Deutsche Bank said that
the park needs $30 million to be able to survive and reopen.  The
park must pay at least $2.5 million per year for trademark
licensing fees, including licensing the Hard Rock brand from the
hotel and cafe chain, the report says, citing Deutsche Bank.

According to an affidavit from Hard Rock's Chief Executive Steven
Goodwin, the park had drawn all of a $15 million credit line from
Deutsche Bank that had a term of four years.

The Sun News quoted Deutsche Bank as saying, "It is doubtful
whether HRP Operations will be permitted to assume the license
agreement for the 'Hard Rock' brand and certain of its other
content-related trademarks which are used in the park's
attractions without the consent of their respective licensors."

According to the report, unless the park gets permission from Hard
Rock International to keep the name, it "will have to be 'de-
branded' prior to reopening, causing substantial delay and adding
millions of additional dollars to the debtors' cash needs."

The U.S. Bankruptcy Court for the District of Delaware has set a
hearing on Oct. 22, 2008, at 4:00 p.m., The Sun News states.

Headquartered in Myrtle Beach, South Carolina, HRP Myrtle Beach
Holdings, LLC -- owns and operates Hard Rock Park, a rock-n-roll
theme park in Myrtle Beach, South Carolina, under a long-term
license agreement with Hard Rock Cafe International (USA), Inc.  
The company and six of its affiliates filed for Chapter 11
protection on Sept. 24, 2008 (Bankr. D. Del. Lead Case No.
08-12193).  Paul, Hastings, Janofsky & Walker LLP represents the
Debtors for their restructuring efforts.  The Debtors selected
Richards, Layton & Finger as their co-counsel.  The Debtors also
selected RAS Group Inc. as their financial advisor.  Steven
Goodwin will serve as the Debtors' chief executive officer.  The
U.S. Trustee for Region 3 has not appointed creditors to serve on
an Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed assets and
debts of between $100 million and $500 million each.


HRP MYRTLE: U.S. Trustee to Hold Meeting to Form Panel on Oct. 8
----------------------------------------------------------------
The United States Trustee for Region 3, will hold an
organizational meeting in the Chapter 11 cases of HRP Myrtle Beach
Holdings, LLC on October 8, 2008 at 11:00 a.m. at J. Caleb Boggs
Federal Building 844 King Street, Room 5209 in Wilmington,
Delaware.

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

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

                     About HRP Myrtle Beach

Headquartered in Myrtle Beach, South Carolina, HRP Myrtle Beach
Holdings, LLC -- owns and operates Hard Rock Park, a rock-n-roll
theme park in Myrtle Beach, South Carolina, under a long-term
license agreement with Hard Rock Cafe International (USA), Inc.  

The company and six of its affiliates filed for Chapter 11
protection on Sept. 24, 2008 (Bankr. D. Del. Lead Case No.
08-12193).  Paul, Hastings, Janofsky & Walker LLP represents the
Debtors in their restructuring efforts.  The Debtors selected
Richards, Layton & Finger as their co-counsel.  The Debtors also
selected RAS Group Inc. as their financial advisor.  Steven
Goodwin will serve as the Debtors' chief executive officer.  The
U.S. Trustee for Region 3 has not appointed creditors to serve on
an Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed assets and
debts of between $100 million and $500 million each.


HUNTSMAN CORP: Merger Deal Upheld; Gets TRO Against Banks
---------------------------------------------------------
The Delaware Court of Chancery on Monday last week entered
judgment in favor of Huntsman Corporation denying all declarations
sought by Apollo Management, L.P. and Hexion Specialty Chemicals,
Inc. in their suit requesting that the Chancery Court excuse
Hexion from its obligation to consummate the pending transaction.

The following day, Huntsman obtained a temporary restraining order
to prevent banks from continuing to interfere and thwart
Huntsman's rights under the Hexion Merger Agreement.

Apollo and Hexion had alleged that Huntsman was not entitled to a
$325 million break up fee and had suffered a Material Adverse
Effect since signing the Merger Agreement and that a solvency
certificate or opinion could not be provided for the combined
Hexion/Huntsman entity at the closing.  Both allegations were
soundly rejected by the Chancery Court.

Huntsman on Tuesday sued affiliates of Credit Suisse and Deutsche
Bank, lenders who had signed an agreement committing them to
finance the merger.  The lawsuit, filed in Montgomery County,
Texas, alleges that the Banks were conspiring with Apollo to
interfere with Huntsman's previous merger agreement with Basell,
interfere with a later Merger Agreement with Hexion and usurp for
their own benefit substantial and valuable rights that belonged to
Huntsman.

In its order, the Delaware Chancery Court ordered Hexion to
specifically perform its covenants under the Merger Agreement,
including the obligation to use its reasonable best efforts to
take all actions necessary and proper to consummate the Merger in
the most expeditious manner practicable.  The Court further
ordered that if the Closing has not occurred by October 1, the
Merger Agreement Termination Date shall be extended until the
Court determines that Hexion has fully complied with the Court's
order.

A full-text copy of the Delaware Chancery Court's decision is
available at no charge at:

http://sec.gov/Archives/edgar/data/1307954/000110465908061126/a08-
24653_1ex99d2.htm

A full-text copy of the Delaware Chancery Court's opinion is
available at no charge at:

http://sec.gov/Archives/edgar/data/1307954/000110465908061126/a08-
24653_1ex99d1.htm

Pursuant to the TRO, District Judge Fred Edwards of the Montgomery
County Texas District Court found that irreparable harm would
result if the Banks were not immediately enjoined from terminating
their financing commitment pending a full hearing on Huntsman's
request for a temporary injunction.

Judge Edwards ordered that the Banks, among other things, must not
take any action that could reasonably be expected to materially
impair, delay, terminate, or prevent consummation of the financing
contemplated by the agreement between the Banks and Hexion.

Commenting on Vice Chancellor Stephen P. Lamb's decision, Peter R.
Huntsman, President and CEO of Huntsman Corporation, stated, "We
are gratified that Apollo's allegations and tactics have failed to
persuade the Chancery Court.  

"Huntsman is a strong and dynamic company – indeed a global leader
in many of its markets – and Apollo's misguided attempt to use
2008's turbulent energy and financial markets to construct a
solvency issue where none existed has now been exposed.  We call
on Hexion to complete the remaining actions required by the Merger
Agreement in compliance with the Court's order and proceed to
closing."

Commenting on the TRO, Mr. Huntsman said, "We are grateful for
[the] decision by Judge Edwards, which comes on the heels of Vice
Chancellor Lamb's decision [] to similarly enjoin Apollo and
Hexion from further attempting to not comply with the terms to
which Hexion had agreed.  We believe these two court rulings will
allow the parties to move quickly to consummate the financing and
the merger."

In addition to denying the relief sought by Apollo and Hexion, the
Chancery Court also found that Hexion had breached a number of
obligations and covenants under the Merger Agreement, and that
such breaches were knowing and intentional and directed by Apollo.

Jon M. Huntsman, Founder and Chairman of Huntsman Corporation,
added, "We have claimed all along that Apollo would resort to any
means necessary to break a legal and binding contract.  Apollo was
dishonest and untruthful and lost the case."

Huntsman continues to seek damages exceeding $3 billion in its
Texas lawsuit against Apollo and its partners Leon Black and
Joshua Harris.

Huntsman has executed an Engagement Agreement with American
Appraisal Associates, Inc., pursuant to which American Appraisal
agreed to provide a solvency opinion in connection with the
closing of the merger with Hexion.

American Appraisal confirmed that, based on its review of relevant
data to date, and assuming no material change or receipt of
additional contrary information currently unknown to it between
the date of the Engagement Agreement and the effective date of its
opinion, American Appraisal is able to issue a written opinion
stating the combined company is solvent.

                           *     *     *

On October 2, the United States Federal Trade Commission granted
early termination of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act for Huntsman's pending merger
with Hexion.  Pursuant to an agreement among the FTC, Hexion and
Huntsman and the FTC's proposed decision and order, Hexion will
divest part of its specialty epoxy resin production and
development capabilities to Spolek Pro Chemickou a Hutni Vyrobu,
Akciova Spolecnost and, prior to closing the merger with Huntsman,
Hexion will obtain certain third party consents in connection with
the divestiture.

Additionally, the European Commission, which had previously
approved the merger conditioned on the same divestiture, has
approved Spolek as the purchaser.

                     About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting           
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.   Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

Hexion Specialty Chemicals Inc.'s balance sheet at March 31, 2008,
showed  the company had total assets of $4.2 billion and total
liabilities of $5.5 billion, resulting in a shareholders' deficit
of $1.3 billion.

                           About Huntsman

Huntsman Corp. -- http://www.huntsman.com-- is a global  
manufacturer andmarketer of differentiated chemicals.  Its  
operating companies manufacture products for a variety of global
industries, including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction, technology,
agriculture, health care, detergent, personal care, furniture,
appliances and packaging.  Originally known for pioneering
innovations in packaging and, later, for rapid and integrated
growth in petrochemicals, Huntsman today has 13,000 employees and
operates from multiple locations worldwide.  The Company had 2007
revenues of approximately $10 billion.

                       *     *     *

As reported by the Troubled Company Reporter on Oct. 3, 2008,
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.


HUNTSMAN CORP: Moody's Keeps Ratings Under Review After Ruling
--------------------------------------------------------------
On Sept. 29, 2008 Huntsman Corp. (Huntsman - Ba3 Corporate Family
Rating - Rating Under Review For Downgrade) issued a press release
announcing the decision of the Delaware Court of Chancery to enter
judgment in favor of Huntsman denying all declarations sought by
Apollo Management, L.P. and Hexion Specialty Chemicals, Inc. in
their suit requesting that the Court excuse Hexion from its
obligation to consummate the pending transaction.  

Moody's views this initial legal outcome as a modest positive for
Huntsman's bondholders.  In the event that the merger is
consummated, a likelihood that remains uncertain despite the court
ruling, bondholders are likely to be refinanced.  In the event
that Huntsman receives a combination of a break-up fee and
monetary damages, an event that will likely take a considerable
amount of time and further court actions, Huntsman's credit
metrics could be bolstered.

Moody's views the potential size and use of such proceeds as
currently difficult to define.  Huntsman's ratings remain under
review for possible downgrade reflecting a weak operating
environment and uncertainty regarding the ultimate resolution of
the Hexion merger.

In its lawsuit, Hexion alleged that Huntsman was not entitled to a
$325 million break up fee and had suffered a Material Adverse
Effect since signing the Merger Agreement in 2007 and that a
solvency certificate or opinion could not be provided for the
combined Hexion/Huntsman entity at the closing.  Both allegations
were rejected by the Court.  The Court ordered Hexion to
specifically perform its covenants under the merger, including the
obligation to use its reasonable best efforts to take all actions
necessary and proper to consummate the merger in the most
expeditious manner practicable.

The Court further ordered that if the closing has not occurred by
October 1, the merger termination date shall be extended until the
Court determines that Hexion has fully complied with the Court's
order.  In addition to denying the relief sought by Apollo and
Hexion, the Court also found that Hexion had breached a number of
obligations and covenants under the merger, and the breaches were
knowing and intentional.  Huntsman continues to seek damages
exceeding $3 billion in its Texas lawsuit against Apollo and its
partners.

Huntsman's financial performance has been negatively impacted by
substantial increases in energy and feedstock prices which appear
to be moderating.  In addition, the implementation of on-going
price increases will further boost working capital at Huntsman
over the next quarters.  If this negative operating pressure
dramatically grows Moody's may move the outlook to negative or
lower Huntsman's CFR by a notch.  Alternatively, given the current
difficult market conditions, Huntsman's ratings will remain under
review for possible downgrade until the company's ultimate
position resulting from the finalization of the merger is known or
the outcome in terms of damages can reasonably be estimated.

Moody's ongoing review for possible downgrade will focus on a
number of new factors including; 1) the length of time the
litigation may take, and 2) the potential cash inflows from
settlements, if any, of the litigation and the use of those
proceeds to bolster the capital structure.  Moody's believes that
the magnitudes of any such inflows are subject to great
variability due to the potential need to further litigate.  
However the possible settlements might be in the range of at least
$325 million or more if Huntsman can successfully establish with
the courts that damages have been incurred.

Moody's will also begin a reassessment of Huntsman's credit
profile on a stand alone basis in light of current market
conditions and management's future plans to improve pricing, cash
flows and the company's credit measures.  Moody's notes that many
issuers in the chemical industry, including Huntsman, have seen
sustained increases in costs for energy, commodity and
intermediate feedstocks, and transportation.  In specific response
to these pressures Huntsman has initiated plans to raise prices
for all products, some by as much as 25%, and also impose an
energy surcharges across a wide range of products.  Moody's
reassessment will also focus on the success of these price
increases and energy surcharges which will vary by product, in
accordance with costs attributed to each product.

Huntsman Corporation is a global manufacturer of differentiated
and commodity chemical products.  Huntsman's products are used in
a wide range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining and synthetic fiber
industries. Huntsman had revenues of $10.4 billion for the last
twelve months ending June 30, 2008.


IBP II: Voluntary Chapter 11 Case Summary
-----------------------------------------
Debtor: IBP II, L.P.
        101 International Drive
        Oakdale, PA 15071

Bankruptcy Case No.: 08-26583

Type of Business: The Debtor is a Single Asset Real Estate debtor.

Chapter 11 Petition Date: October 2, 2008

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: David K. Rudov, Esq.
                  drudov@rudovstein.com
                  Rudov & Stein
                  First and Market Building
                  100 First Avenue, Suite 500
                  Pittsburgh, PA 15222
                  Tel: (412) 281-7300
                  Fax: (412) 281-7305

Total Assets: $4,000,000

Total Debts: $4,212,980

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


IDEAL INVESTMENTS: Case Summary & Two Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Ideal Investments  
        2200 Poinsett Highway
        Greenville, SC 29609

Bankruptcy Case No.: 08-06092

Type of Business: The Debtor is an investment property.

Chapter 11 Petition Date: October 1, 2008

Court: District of South Carolina (Spartanburg)

Judge: John E. Waites

Debtor's Counsel: R. Geoffrey Levy, Esq.
                  llfecf@levylawfirm.org
                  2300 Wayne Street
                  Columbia, SC 29201
                  Tel: (803) 256-4693

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its Two Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Marion J. Powell                                        $37,500
250 Stone Lake Drive
Greenville, SC 29609

John Wheeler Powell                                     $21,500
250 Stone Lake Drive
Greenville, SC 29609


IMPERIAL BUSINESS: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Imperial Business Park, L.P.
        101 International Drive
        Oakdale, PA 15071

Bankruptcy Case No.: 08-26580

Type of Business: The Debtor owns an industrial and business park.
                  See: http://www.imperialbusinesspark.net/

Chapter 11 Petition Date: October 2, 2008

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: David K. Rudov, Esq.
                  drudov@rudovstein.com
                  Rudov & Stein
                  First and Market Building
                  100 First Avenue, Suite 500
                  Pittsburgh, PA 15222
                  Tel: (412) 281-7300
                  Fax: (412) 281-7305

Total Assets: $16,064,823

Total Debts: $18,078,619

Debtor's 18 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Employee Real Estate                                 $1,954,246
Construction
Trust Fund Liablity
Penn Trust Real Estate
Advisory Serv.
333 Baldwin Road, Suite 200
Pittsburgh, PA 15205

Landau                                               $451,410
John O'Brien
Landau Building Co.
9855 Rinaman Road
Wexford, PA 15090

Lindy Paving, Inc.                                   $143,585
Cory Deible
P.O. Box 6436141
Pittsburgh, PA 15264

CSG Properties, LLC                                  $126,143

TEC Electric, Inc.                                   $83,354

Civil &                                              $62,856
Enviornmental
Consultants, Inc.

Beardsley Mechanical,                                $44,775
Inc.

Preferred Fire                                       $36,060
Protection, Inc.

NEXT Architecture                                    $34,900

Tartan Realty, LLC                                   $34,897
                       
Herbert, Rowland &                                   $23,516
Grubic, Inc.

Lombardo Industries                                  $20,945

Joel Kreider                                         $15,260

John J. Edson                                        $12,379

Code.sys Code                                        $7,438
Consulting

Fratangelo Gardens                                   $5,490
Landscaping &
Nursery

Malone Middleman,                                    $2,980
P.C.

Phoenix Roofing, Inc.                                $2,805


INDYMAC: Fitch Affirms 'B+' Ratings on Five Housing Issues
----------------------------------------------------------
Fitch Ratings has taken rating actions on IndyMac manufactured
housing issues:

Series 1997-1
  -- Class A-2 affirmed at 'B+';
  -- Class A-3 affirmed at 'B+';
  -- Class A-4 affirmed at 'B+';
  -- Class A-5 affirmed at 'B+';
  -- Class A-6 affirmed at 'B+';
  -- Class M remains at 'C/DR4'.

Series 1998-1
  -- Class A-3 affirmed at 'B';
  -- Class A-4 affirmed at 'B';
  -- Class A-5 affirmed at 'B';
  -- Class M remains at 'C/DR5'.

Series 1998-2
  -- Class A-2 downgraded to 'B' from 'BB';
  -- Class A-3 downgraded to 'B' from 'BB';
  -- Class A-4 downgraded to 'B' from 'BB';
  -- Class M-1 remains at 'C/DR4';
  -- Class M-2 remains at 'C/DR6'.


INSIGHT HEALTH: June 30 Balance Sheet Upside-Down by $130.7MM
-------------------------------------------------------------
InSight Health Services Holdings Corp.'s balance sheet as of
showed $217.7 million in total assets, $347.4 million in total
liabilities, resulting to $130.7 million in shareholders' deficit.

The company posted $169.2 million in net losses on $242.6 billion
in net revenues for 11 months ended June 30, 2008, compared with
$99 million in net profit on $286.9 billion in net revenues for 12
months ended June 30, 2007.  The company posted $196.3 million for
the one month ended July 31, 2007.

On Aug. 1, 2007, the company implemented fresh-start reporting in
accordance with American Institute of Certified Public Accountants
- Statement of Position 90-7, "Financial Reporting by Entities in
Reorganization under the Bankruptcy Code," or SOP 90-7.  The
provisions of fresh-start reporting required that that the company
revalues its assets and liabilities to fair value, reestablish
stockholders' equity and record any applicable reorganization
value in excess of amounts allocable to identifiable assets as an
intangible asset.  

Full-text copies of InSight Health Services Holdings Corp.'s
report on Form 10-K are available free of charge at:

               http://researcharchives.com/t/s?3349

                           About InSight

Based in Lake Forest, California, InSight Health Services Holdings
Corp. (OTCBB:ISGT) -- http://www.insighthealth.com/-- is a    
nationwide provider of diagnostic imaging services.  It serves
managed care entities, hospitals and other contractual customers
in over 30 states, including these targeted regional markets:
California, Arizona, New England, the Carolinas, Florida and the
Mid-Atlantic states.

InSight Health's network consisted of 109 fixed-site centers and
108 mobile facilities as of Dec. 31, 2006.  The company and its
affiliate, InSight Health Services Corp., filed for Chapter 11
protection on May 29, 2007 (Bankr. D. Del. Case Nos. 07-10700 and
07-10701).  Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq.,
and Mark D. Collins, Esq., at Richards, Layton & Finger, represent
the Debtors.  

In schedules filed with the court, Insight Health disclosed total
assets of $87,102,870 and total debts of $525,448,053.  Its
debtor-affiliates, Insight Health Services, disclosed total assets
of $505,285,296 and total debts of $525,500,934.  Insight Health
and its debtor-affiliates' pre-packaged Plan of Reorganization,
which was confirmed by the U.S. Bankruptcy Court for the District
of Delaware on July 10, 2007, became effective on Aug. 1, 2007.


INVESTMENT EQUITY: U.S. Trustee Sets 341(a) Meeting for October 14
------------------------------------------------------------------
The United States Trustee for the District of Arizona will convene
a meeting of creditors of Investment Equity Holdings LLC at 1:30
p.m., on Oct. 14, 2008, in the U.S. Trustee Meeting Room, at 230
N. First Avenue, Suite 102 in Phoenix, Arizona.

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 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.


J&D RESTAURANT: Court Gives Interim Approval to Access Cash
-----------------------------------------------------------
Mike Schoeck of The Deal.com reports that U.S. Bankruptcy Court
for the Southern District of Florida gave interim approval to J&D
Restaurant Holdings, LLC, to access the cash collateral of
creditors David Steiner and Jeffrey Flegel.

Based in West Palm Beach, Florida, J&D Restaurant Holdings, LLC,
owns a chain of R.J. Gator's restaurants.

The Company filed for Chapter 11 relief on Sept. 24, 2008 (Bankr.
S.D. Fla. Case No.08-23858).  Bradley S. Shraiberg, Esq. at Kluger
Peretz Kaplan & Berlin represents the Debtor as counsel.  When
the Debtor filed for protection from its creditors, it listed
assets of $1 million to $10 million, and debts of $1 million to
$10 million.


JMH TRUCKING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: JMH Trucking, Incorporated
        fka Hafley Towing and Truck Services, Inc.
        fka RDJ Repair Services
        1600 Bunn Street
        Bloomington, IL 61701
        Tel: (309) 827-7483

Bankruptcy Case No.: 08-72422

Type of Business: The Debtor operates a trucking business.

Chapter 11 Petition Date: September 30, 2008

Court: Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: Jonathan A. Backman, Esq.
                  Law Office of Jonathan A. Backman
                  jabackman@backlawoffice.com
                  117 N Center Street
                  Bloomington, IL 61701
                  Tel: (309) 820-7420
                  Fax : (309) 820-7430


Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A list of the Debtor's 20 Largest Unsecured Creditors is available
at: http://bankrupt.com/misc/ilcb08-72422.pdf


JWS CBO: Fitch Trims $21.967MM Class D Notes Rating to CC from B+
-----------------------------------------------------------------
Fitch Ratings has downgraded three classes of notes issued by JWS
CBO 2000-1, LTD.  These rating actions are effective immediately:

  -- $15,000,000 class C-1 to 'B' from 'BBB';
  -- $16,500,000 class C-2 to 'B' from 'BBB';
  -- $21,967,704 class D to 'CC' from 'B+'.

Fitch does not rate the class A and class B notes of JWS CBO.

JWS CBO is a collateralized bond obligation managed by Stonegate
Capital Management, L.L.C. that closed on July 18, 2000.  JWS
CBO's current portfolio is comprised of 70.6% senior unsecured
debt and 16.5% of subordinated securities, while senior secured
loans and senior unsecured loans represent 9.7% and 3.1% of the
portfolio, respectively.  The top three industry concentrations
are Automobiles (13.2%), Health Care (12.2%), and Food, Beverage,
and Tobacco (9.5%).  The single largest obligor represents 3.2% of
the collateral par balance.

Since the last rating action in September 2006, JWS CBO's
portfolio has experienced further credit deterioration.  As of the
most recent trustee report dated Sept. 17, 2008, defaulted
securities represented 20.6%, or $30.95 million, of the total
portfolio versus 8%, or $16.22 million, during the last review.   
Currently, the weighted average rating of the collateral pool is
'CCC+'.  At the last review, approximately 14% of the collateral
pool carried a rating of 'CCC+' or lower, as compared to 42.1%
currently.

Additionally, 7% of the assets are currently on Rating Watch
Negative by at least one rating agency and an additional 26.6% is
on Rating Outlook Negative.  As described in Fitch's updated
corporate CDO criteria, Fitch accounts for these Rating Watch and
Rating Outlook status in its modeling assumptions, which are
reflected in these rating actions.

To date, 89.4% of principal of the class A notes, or 63.4% of the
total capital structure, has paid down.  While the pay-down of the
class A notes has improved the class A/B overcollateralization
test ratio by increasing it to 172.8% from 147.2%, the class C OC
and the class D OC ratios have deteriorated.  Currently, the class
C OC ratio stands at 119.5% compared to its trigger of 116.0%.  
The class D OC ratio has fallen to 97.4% and is failing its
trigger of 101%.

Failure of the A/B or C coverage tests diverts excess spread to
redeem the notes sequentially.  Failure of the class D OC test
diverts excess spread to pay down the class D notes, which
resulted in a $1.28 million principal payment last period.  Fitch
expects the class C notes to continue receiving their scheduled
interest payments.  In the event the class C OC test is breached,
the class C notes will continue receiving their payments, while
interest payments to the class D notes would be deferred.  Fitch
expects the class D notes to receive some future distributions of
principal as a result of the class D OC test failure; however,
prospects for a full principal recovery are limited.

The ratings of the class C and D notes address the ultimate
payments of interest and principal by the legal final maturity
date, as per the transaction's governing documents.

Fitch released updated criteria on April 30, 2008 for Corporate
CDOs and, at that time, noted it would be reviewing its ratings
accordingly to establish consistency for existing and new
transactions.  As part of this review, Fitch makes standard
adjustments for any names on Rating Watch Negative or with a
Negative Outlook, downgrading such ratings for default analysis
purpose by two and one notch, respectively.

Included in this review, Fitch conducted cash flow modeling to
measure the breakeven default rates relative to the cumulative
default rates associated with the current ratings of the note
liabilities.  The cash flow model incorporates the transaction's
structural features and Fitch's updated Corporate CDO rating
criteria.


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 list of 20 largest
unsecured creditors is available for free at:

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


KIRBY OAKS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Kirby Oaks Integra, LLC
        dba Waverly Glen
        6551 Knight Arnold Road
        Memphis, TN 38115

Bankruptcy Case No.: 08-30221

Type of Business: The Debtor operates a health care business.

Chapter 11 Petition Date: October 2, 2008

Court: Western District of Tennessee (Memphis)

Judge: Paulette J. Delk

Debtor's Counsel: Michael P. Coury, Esq.
                  mpcoury@farris-law.com
                  Farris Bobango Branan PLC
                  One Commerce Square
                  40 S. Main Street, Suite 2000
                  Memphis, TN 38103
                  Tel: (901) 259-7100
                  Fax: (901) 328-1582

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Kirby Oaks's chapter 11 petition with a list of 20 largest
unsecured creditors is available for free at:

               http://researcharchives.com/t/s?335c


LEHMAN ABS: Fitch Keeps Junked Ratings on Three Classes
-------------------------------------------------------
Fitch Ratings has taken rating actions on Lehman ABS Corp.
manufactured housing issue:

Series 2001-B
  -- Class A-1 affirmed at 'A+';
  -- Class A-2 affirmed at 'A+';
  -- Class A-3 affirmed at 'A+';
  -- Class A-4 affirmed at 'A+';
  -- Class A-5 affirmed at 'A+';
  -- Class A-6 affirmed at 'A+';
  -- Class A-7 downgraded to 'A+' from 'AA';
  -- Class A-IOC affirmed at 'AAA';
  -- Class M-1 downgraded to 'BB-' from 'BBB-';
  -- Class M-2 remains at 'CC/DR3';
  -- Class B-1 remains at 'C/DR4';
  -- Class B-2 remains at 'C/DR6'.


LEHMAN BROTHERS: Fitch Cuts LT Issuer Default Rating to 'BB'
------------------------------------------------------------
Based on the Sept. 15, 2008 downgrade of Lehman Brothers
Commercial Bank long-term Issuer Default Ratings to 'BB' and the
short-term IDR to 'F3', Fitch Ratings has downgraded the short-
term ratings on these variable rate single family mortgage bonds
that have liquidity provided by LBCB in the form of a stand by
bond purchase agreement to 'F3' from 'F1+':

Idaho Housing and Finance Association Single Family Mortgage Bonds
Class I Variable Rate Bonds
  -- Series 2008 A
  -- Series 2008 B

Utah Housing Corporation Single-Family Mortgage Bonds (Master
Indenture Dated May 1, 2000) Class I Variable Rate Bonds
  -- Series 2006 B
  -- Series 2006 C
  -- Series 2006 D
  -- Series 2006 E

Management at both Idaho Housing and Utah Housing report that they
are in the process of seeking replacements for the LBCB liquidity
facilities and will be replaced by providers that have short-term
ratings appropriate for the respective programs.

All of the above bonds continue to maintain long-term ratings of
'AAA'.  The short-term portion of the ratings has been downgraded
to 'F3' from 'F1+'.  The 'F3' short-term rating is on Rating Watch
Negative.


MAGNITUDE INFO: June 30 Balance Sheet Upside-Down by $527,472
-------------------------------------------------------------
Magnitude Information Systems's Inc.'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.

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?3338

                       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.


MAIN STREET: Fitch Puts 'D' Rating After LBHI's Payment Failure
---------------------------------------------------------------
Fitch Ratings has downgraded Main Street Natural Gas, Inc. gas
project revenue bonds, series 2008A to 'D' from 'C'.

The downgrade follows Lehman Brothers Commodity Services failure
make a termination payment to Main Street per the gas purchase
agreement.  Fitch will withdraw the rating on the bonds in
approximately 30 days.

Lehman Brothers Holding Inc. shall be notified of the non-payment
and requested to pay the termination amount as required by the
guaranty.  It is Fitch's assessment that bondholders are unsecured
creditors of LBHI.


MAJESTIC STAR: Names Michael Darley as Interim COO
--------------------------------------------------
The Majestic Star Casino, LLC disclosed in a Securities and
Exchange Commission filing that it has appointed Michael Darley as
Interim Executive Vice President and Chief Operating Officer.

Since May 2002, Mr. Darley, 57, was Senior Vice President and
General Manager of Barden Nevada Gaming, LLC d/b/a Fitzgeralds
Casino and Hotel -- Las Vegas, an affiliate of the Company.  Prior
to Mr. Darley's employment with Fitzgeralds Las Vegas, Mr. Darley
was employed with the Harrah's and Trump organizations holding
executive positions in casino operations.

Mr. Darley will manage and direct the operating activities of the
Company's casino facilities.  In addition, Mr. Darley will
continue to manage and direct the operations of Fitzgeralds Las
Vegas and Fitzgeralds Las Vegas will reimburse the Company for a
portion of Mr. Darley's salary and benefits pursuant to an
existing expense reimbursement agreement between the Company and
Fitzgeralds Las Vegas.

Mr. Darley assumes the Interim COO position while the Company
undertakes a broader search for a Chief Operating Officer.  The
Company cannot predict the time necessary to complete the search.

The Company is in the process of negotiating Mr. Darley's
employment agreement, including base salary, benefits, and non-
compete provisions.  The Company will amend this Current Report
upon execution of an employment agreement with Mr. Darley.

                        About Majestic Star

Headquartered in Las Vegas, Nevada, Majestic Star Casino LLC --
http://www.majesticstar.com/-- and its separate and distinct
subsidiary limited liability companies and one corporation own and
operate two riverboat gaming facilities and a dockside pavilion
known as the Buffington Harbor complex located in Gary, Ind., and
two Fitzgeralds brand casino-hotels located in Tunica County,
Miss. and Black Hawk, Colorado (casino only).

The Majestic Star Casino LLC's balance sheets at June 30, 2008,
showed total assets of $505.3 million and total liabilities of
$690.1 million, resulting in a member's deficit of roughly
$184.7 million.

The company released financial results for the three and six
months ended June 30, 2008.

The company incurred a net loss of $8.2 million for the three
months ended June 30, 2008 compared to a net loss of $3.9 million
for 2007.

                           *     *     *

As reported in the Troubled Company Reporter on May 1, 2008,
Moody's Investors Service placed the ratings of Majestic Star
Casino LLC on review for possible downgrade.

Ratings placed on review for possible downgrade include Majestic
Star Casino LLC's $300 million senior secured notes due 2010
currently rated at 'B2', and its $200 million senior secured notes
due 2011 currently rated at 'Caa1'.


MARQUEE HOLDINGS: Fitch Affirms Ratings on Significant Debt Load
----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings of Marquee
Holdings Inc. and its principal operating subsidiary AMC
Entertainment, Inc. at 'B' and assigned an IDR rating of 'B' to
AMC Entertainment Holdings, Inc., parent of Marquee.

AMC and its related holding companies' ratings have been affirmed
as:

AMC
  -- IDR 'B';
  -- Senior secured credit facilities 'BB/RR1';
  -- Senior unsecured notes 'B/RR4';
  -- Senior subordinated notes 'CCC+/RR6'.

Marquee
  -- IDR 'B';
  -- Senior discount notes 'CCC/RR6'.

AMC Holdco
  -- IDR 'B' assigned;
  -- Senior unsecured term loan 'CCC/RR6'.

The Rating Outlook is Stable.

The ratings reflect AMC's significant debt load and significant
operating lease commitments related to its theatre circuit,
resulting in lease-adjusted leverage of over 7.0 times and over
$450 million in annual rent expense.  The ratings also reflect the
current and prospective challenges facing the movie exhibitor
industry, including increasing indirect competition from other
distribution channels, such as DVD, video on demand or the
Internet, as well as the shrinking release window and the
concentrated base of film distributors.  Most importantly, AMC and
its peers rely on the quality, quantity and timing of movie
product, all factors out of management's control.

Ratings are supported by AMC's competitive positioning as the
second largest domestic movie exhibitor with a major presence in
urban markets and a leading market share in many of the largest
designated market areas.  AMC has the highest average screen count
per theatre of 15.0 compared to the industry average of 6.9 and is
expected to continue to modernize its theatre portfolio in a
disciplined manner.  The ratings also reflect AMC's involvement in
cinema advertising through its ownership stake in National
CineMedia LLC, its initiatives in adding/upgrading screens to 3D
and IMAX screens and its digital cinema initiative through Digital
Cinema Implementation Partners, LLC.

The Stable Outlook is reflective of Fitch's outlook on the movie
exhibitor industry and Fitch's expectation that the industry will
continue to consolidate and that the company will continue to
pursue moderate shareholder-friendly activity.

AMC has adequate liquidity which is supported by cash of
$177 million and by $186 million available on its $200 million
committed revolving credit facility (reduced by $14 million in
letters of credit).  The company's maturity schedule is manageable
with less than $50 million of corporate borrowings due in each of
2009, 2010, and 2011, made up of term loan amortization and
capital lease payments.  Free cash flow for June 2008 latest 12
months was $83 million.


MASTR ADJUSTABLE: Moody's Puts Ba2 Underlying Rating to 3 Notes
---------------------------------------------------------------
Moody's Investors Service has published the underlying ratings on
certain insured notes and has taken actions on certain tranches
accordingly.  The ratings of these insured notes were previously
derived from public ratings on non-sequential pari passu or more
junior uninsured tranches of the same deals.

The underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee.  The ratings on securities
that are guaranteed or "wrapped" by a financial guarantor is the
higher of a) the rating of the guarantor or b) the published
underlying rating.  The Current Ratings on the notes are
consistent with Moody's practice of rating insured securities at
the higher of the guarantor's insurance financial strength rating
and any underlying rating that is public.

Complete rating actions are:

Issuer: MASTR Adjustable Rate Mortgages Trust 2006-OA2

Class Description: Cl. 1-A-3

  -- Current Rating: Aaa, On Review for Possible Downgrade

Financial Guarantor: Financial Security Assurance Inc. (Aaa on
review for possible downgrade)

  -- Underlying Rating: Ba2

Class Description: Cl. 2-A-3

  -- Current Rating: Aaa, On Review for Possible Downgrade

Financial Guarantor: Financial Security Assurance Inc. (Aaa on
review for possible downgrade)

  -- Underlying Rating: Ba2

Class Description: Cl. 4-A-2

  -- Current Rating: Aaa, On Review for Possible Downgrade

Financial Guarantor: Financial Security Assurance Inc. (Aaa on
review for possible downgrade)

  -- Underlying Rating: Ba2

Issuer: MASTR Adjustable Rate Mortgages Trust 2007-1

Class Description: Cl. I-2A2

  -- Current Rating: Aaa

Financial Guarantor: Financial Security Assurance Inc. (Aaa on
review for possible downgrade)

  -- Underlying Rating: Aaa

Class Description: Cl. I-2A4

  -- Current Rating: Aaa, On Review for Possible Downgrade

Financial Guarantor: Financial Security Assurance Inc. (Aaa on
review for possible downgrade)

  -- Underlying Rating: Baa1

Issuer: MASTR Adjustable Rate Mortgages Trust 2007-3

Class Description: Cl. 1-1A2

  -- Current Rating: Placed on Review for Possible Downgrade,
     currently Aaa

Financial Guarantor: Financial Security Assurance Inc. (Aaa on
review for possible downgrade)

  -- Underlying Rating: Baa3

Class Description: Cl. 1-2A2

  -- Current Rating: Placed on Review for Possible Downgrade,
     currently Aaa

Financial Guarantor: Financial Security Assurance Inc. (Aaa on
review for possible downgrade)

  -- Underlying Rating: Baa3

Class Description: Cl. 2-1A2

  -- Current Rating: Placed on Review for Possible Downgrade,
     currently Aaa

Financial Guarantor: Financial Security Assurance Inc. (Aaa on
review for possible downgrade)

  -- Underlying Rating: A1

Class Description: Cl. 2-2A3

  -- Current Rating: Aaa

Financial Guarantor: Financial Security Assurance Inc. (Aaa on
review for possible downgrade)

  -- Underlying Rating: Aaa

Class Description: Cl. 2-2A6

  -- Current Rating: Aaa, On Review for Possible Downgrade

Financial Guarantor: Financial Security Assurance Inc. (Aaa on
review for possible downgrade)

  -- Underlying Rating: A1


MATTRESS DISCOUNTERS: Files List of Assets, Liabilities
-------------------------------------------------------
Bill Rochelle of Bloomberg News reports that Mattress Discounters
Corp. filed schedules of assets and debts with the U.S. Bankruptcy
Court for the District of Maryland, showing property on the books
for $16.9 million against $31 million in liabilities.

Inventory represented $6.7 million of the assets, according to the
report.

Debt includes $16.6 million in secured claims and $13.7 million
owing to unsecured creditors, according to the report.

The Court has scheduled a hearing for Oct. 6 to consider giving
final approval to a $2 million loan, according to the report.

                    About Mattress Discounters

Based in Upper Marlboro, Md., Mattress Discounters Corp. is a
specialty mattress retailer.  The company and Mattress Discounters
Corporation East filed separate petitions for Chapter 11 relief on
Sept. 10, 2008 (Bankr. Md. Case Nos. 08-21642 and 08-21644).  
C. Kevin Kobbe, Esq., at DLA Piper LLP (US) represents the Debtors
as counsel.  When Mattress Discounters Corp. filed for protection
from its creditors, it listed assets of between $10 million and
$50 million, and debts of between $10 million and $50 million.

This is the second bankruptcy filing for Mattress Discounters
Corp.  The Debtor first filed for Chapter 11 protection on
Oct. 23, 2002 (Bankr. Md. Case No. 02-22330).  Mary Joanne Dowd,
Esq., at Arent Fox LLP, represented the Debtor as counsel.  The
Debtor emerged from its first bankruptcy filing on March 14, 2003.


MERIT SECURITIES: Fitch Chips Class M-1 Issue Rating to 'BB+'
-------------------------------------------------------------
Fitch Ratings has taken rating actions on Merit Securities Corps.
manufactured housing issues:

Series 12-1
  -- Class A-3 affirmed at 'AAA';
  -- Class M-1 downgraded to 'BB+' from 'BBB-';
  -- Class M-2 affirmed at 'B';
  -- Class B-1 remains at 'C/DR5'.


MORGAN STANLEY: Moody's Puts Ba Underlying Rtngs to 2 Notes
-----------------------------------------------------------
Moody's Investors Service has published the underlying ratings on
certain insured notes and has taken action on these tranches
accordingly.  The ratings of these insured notes were previously
derived from public ratings on non-sequential pari passu or more
junior uninsured tranches of the same deals.

The underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee.  The ratings on securities
that are guaranteed or "wrapped" by a financial guarantor is the
higher of a) the rating of the guarantor or b) the published
underlying rating.  The Current Ratings on the notes are
consistent with Moody's practice of rating insured securities at
the higher of the guarantor's insurance financial strength rating
and any underlying rating that is public.

Complete rating actions are:

Issuer: Morgan Stanley Mortgage Loan Trust 2006-15XS

Class Description: Cl. A-2-B

  -- Current Rating: Aa2

Financial Guarantor: MBIA Insurance Corporation (A2 on review for
possible downgrade)

  -- Underlying Rating: Aa2

Class Description: Cl. A-4-B

  -- Current Rating: A1

Financial Guarantor: MBIA Insurance Corporation (A2 on review for
possible downgrade)

  -- Underlying Rating: A1

Class Description: Cl. A-5-B

  -- Current Rating: A1

Financial Guarantor: MBIA Insurance Corporation (A2 on review for
possible downgrade)

  -- Underlying Rating: A1

Class Description: Cl. A-6-B

  -- Current Rating: A1

Financial Guarantor: MBIA Insurance Corporation (A2 on review for
possible downgrade)

  -- Underlying Rating: A1

Issuer: Morgan Stanley Mortgage Loan Trust 2006-17XS

  -- Class Description: Cl. A-5-W
  -- Current Rating: Downgraded to A2 from Aaa; Placed Under
     Review for further Possible Downgrade

Financial Guarantor: MBIA Insurance Corporation (A2 on review for
possible downgrade)

  -- Underlying Rating: A3

Class Description: Cl. A-2-W

  -- Current Rating: Upgraded to Aa3 from A1

Financial Guarantor: MBIA Insurance Corporation (A2 on review for
possible downgrade)

  -- Underlying Rating: Aa3

Issuer: Morgan Stanley Mortgage Loan Trust 2007-10XS

Class Description: Cl. A-1-W

  -- Current Rating: Aaa

Financial Guarantor: MBIA Insurance Corporation (A2 on review for
possible downgrade)

  -- Underlying Rating: Aaa

Class Description: Cl. A-3-W

  -- Current Rating: Downgraded to A2 from Aaa; Placed Under
     Review for further Possible Downgrade

Financial Guarantor: MBIA Insurance Corporation (A2 on review for
possible downgrade)

  -- Underlying Rating: Ba2

Issuer: Morgan Stanley Mortgage Loan Trust 2007-8XS

Class Description: Cl. A-1-W

  -- Current Rating: Aaa

Financial Guarantor: MBIA Insurance Corporation (A2 on review for
possible downgrade)

  -- Underlying Rating: Aaa

Class Description: Cl. A-3-W

  -- Current Rating: Downgraded to A2 from Aaa; Placed Under
     Review for further Possible Downgrade

Financial Guarantor: MBIA Insurance Corporation (A2 on review for
possible downgrade)

  -- Underlying Rating: Ba3


MW JOHNSON: U.S. Trustee Wants Case Converted to Chapter 7
----------------------------------------------------------
Bill Rochelle of Bloomberg News reports that Habbo G. Fokkena, the
United States Trustee for Region 12, asked the U.S. Bankruptcy
Court for the District of Minnesota to convert the Chapter 11 case
of M.W. Johnson Construction, Inc., to a liquidation in Chapter 7
under guidance of a trustee, now that the Debtor has liquidated
its last real estate assets.  The U.S. Trustee says creditors are
considering a liquidating Chapter 11 plan, though none yet has
been filed according to the report.

The Court will consider the request on Oct. 22, according to the
report.

Lakeville, Minnesota-based M.W. Johnson Construction Inc. --
http://www.mwjohnson.com/-- and M.W. Johnson Construction of
Florida Inc. are custom homebuilders.  They filed their chapter 11
petition on June 13, 2008 (Bankr. D. Minn. Case Nos. 08-32874 and
08-32876).  Judge Robert J. Kressel presides over the case.
Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman,
represent the Debtors in their restructuring efforts.  The
Debtors' schedules showed $62,400,721 in total assets and
$54,673,496 in total liabilities.  An Official Committee of
Unsecured Creditors has been appointed in this case.  The
Committee has retained Hinshaw & Culbertson LLP as its attorneys.


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


NORTHERN LIGHTS: Court Reinstates Chapter 11 Bankruptcy Case
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
has reinstated Northern Lights, Inc.'s Chapter 11 case a day after
he dismissed the case, James Schlett of the Daily Gazette
(Schenectady, NY) reported last week.

According to Mr. Schlett, Judge Robert Littlefield vacated his
order dismissing Northern Lights' case after a creditor's attorney
admitted his request for that dismissal was "submitted in error."

The request was made by the American Society of Composers, Authors
and Publishers after it claimed Northern Lights had failed to pay
a quarterly licensing agreement fee that was due Sept. 15.

As reported in the Troubled Company Reporter on Feb. 19, 2008,
TicketMaster sued Northern Lights alleging non-payment of one of
two licenses required in playing copyrighted music.

Northern Lights lost the case and had to pay $60,000 to management
companies.  Northern Lights subsequently filed for Chapter 11.

                      About Northern Lights

Based in Clifton Park, New York, Northern Lights, Inc., operates a
concert hall that holds 1,000 people.  The company filed for
Chapter 11 relief on Feb. 14, 2008 (Bankr. N.D. N.Y. Case
No. 08-10380).  Richard Weiskoph, Esq., at O'Connell and Aronowitz
represented the Debtor as counsel.  Northern Lights listed assets
of $77,034 and debts of $107,758, based on documents filed by
owner J. Kip Finck.


OAKWOOD MORTGAGE: Fitch Trims Ratings on Classes of Housing Issues
------------------------------------------------------------------
Fitch Ratings has taken rating actions on Oakwood Mortgage
Investors, Inc. manufactured housing issues:

Series 1995-A
  -- Class B-1 downgraded to 'C/DR4' from 'CC/DR2'.

Series 1995-B
  -- Class B-1 revised to 'C/DR4' from 'C/DR3'.

Series 1996-A
  -- Class A-4 upgraded to 'AAA' from 'AA+';
  -- Class B-1 remains at 'CC/DR3';
  -- Class B-2 remains at 'C/DR4'.

Series 1996-B
  -- Class A-6 affirmed at 'A';
  -- Class B-1 revised to 'C/DR4' from 'C/DR3'.

Series 1996-C
  -- Class A-6 affirmed at 'A';
  -- Class B-1 revised to 'C/DR4' from 'C/DR3'.

Series 1997-A
  -- Class A-6 affirmed at 'A';
  -- Class B-1 revised to 'C/DR4' from 'C/DR3'.

Series 1997-B
  -- Class A-4 affirmed at 'AAA';
  -- Class A-5 affirmed at 'AAA';
  -- Class M upgraded to 'A+' from 'BBB+';
  -- Class B-1 remains at 'C/DR4'.

Series 1997-C
  -- Class A-3 affirmed at 'AAA';
  -- Class A-4 affirmed at 'AAA';
  -- Class A-5 affirmed at 'AAA';
  -- Class A-6 affirmed at 'AAA';
  -- Class M upgraded to 'A' from 'BBB';
  -- Class B-1 remains at 'C/DR3'.

Series 1997-D
  -- Class A-3 affirmed at 'AAA';
  -- Class A-4 affirmed at 'AAA';
  -- Class A-5 affirmed at 'AAA';
  -- Class M affirmed at 'BB';
  -- Class B-1 remains at 'C/DR5'.

Series 1998-B
  -- Class A-3 affirmed at 'A+';
  -- Class A-4 affirmed at 'A+';
  -- Class A-5 affirmed at 'A+';
  -- Class M-1 remains at 'C/DR3';
  -- Class M-2 remains at 'C/DR6'.

Series 1998-C
  -- Class A affirmed at 'BBB-'';
  -- Class A-1 ARM affirmed at 'BBB-';
  -- Class M-1 remains at 'C/DR4';
  -- Class M-2 remains at 'C/DR6'.

Series 1999-A
  -- Class A-2 affirmed at 'BB';
  -- Class A-3 affirmed at 'BB';
  -- Class A-4 affirmed at 'BB';
  -- Class A-5 affirmed at 'BB';
  -- Class M-1 remains at 'C/DR4';
  -- Class M-2 remains at 'C/DR6'.

Series 1999-B
  -- Class A-2 affirmed at 'B';
  -- Class A-3 affirmed at 'B';
  -- Class A-4 affirmed at 'B';
  -- Class M-1 remains at 'C/DR5'.

Series 1999-C
  -- Class A-2 affirmed at 'B';
  -- Class M-1 remains at 'C/DR5'.

Series 1999-E
  -- Class A-1 affirmed at 'B';
  -- Class M-1 remains at 'C/DR5';
  -- Class M-2 remains at 'C/DR6'.

Series 2000-A
  -- Class A-2 remains at 'CC/DR2';
  -- Class A-3 remains at 'CC/DR2';
  -- Class A-4 remains at 'CC/DR2';
  -- Class A-5 remains at 'CC/DR2';
  -- Class M-1 remains at 'C/DR6'.

Series 2000-B
  -- Class A-1 remains at 'C/DR3'.

Series 2000-D
  -- Class A-3 downgraded to 'C/DR4' from 'A';
  -- Class A-4 revised to 'C/DR4' from 'C/DR3';
  -- Class M-1 remains at 'C/DR6'.

Series 2001-B
  -- Class A-2 rated 'BB+', removed from Rating Watch Negative;
  -- Class A-3 rated 'BB+', removed from Rating Watch Negative;
  -- Class A-4 rated 'BB+', removed from Rating Watch Negative;
  -- Class M-1 remains at 'C/DR5.


O & K DEVELOPMENT: Case Summary & Two Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: O. & K. Development Co.
        P.O. Box 31233
        Phoenix, AZ 85046

Bankruptcy Case No.: 08-13534

Chapter 11 Petition Date: October 2, 2008

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Dennis J. Wortman, Esq.
                  djwortman@azbar.org
                  Dennis J. Wortman, P.C.
                  202 East Earll Drive, Suite 490
                  Phoenix, AZ 85012
                  Tel: (602) 257-0101
                  Fax: (602) 279-5650

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

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

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

             http://bankrupt.com/misc/azb08-13534.pdf

                       
OPEN DOOR: U.S. Trustee Schedules 341(a) Meeting for October 14
---------------------------------------------------------------
The United States Trustee for the Southern District of Texas will
convene a meeting of creditors of Open Door Community Church at
1:00 p.m., on Oct. 14, 2008, at 515 Rusk Suite 3401 in Houston,
Texas.

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.

Based in Manvel, Texas, Open Door Community Church is a religious
organization, which filed for Chapter 11 protection on Aug. 29,
2008 (Bankr. S.D. Tex. Case No. 08-35666).  Margaret Maxwell
McClure, Esq., in Houston, Texas, represents the Debtor.  When the
Debtor filed for protection from its creditors, it listed an
unknown amounts of both its assets and debts.


OPEN ENERGY: David & Monica Gelbaum Disclose 86.4% Equity Stake
---------------------------------------------------------------
David Gelbaum and Monica Chavez Gelbaum disclosed in a Securities
and Exchange Commission filing that, as trustees of The Quercus
Trust, they may be deemed to beneficially own 735,120,221 shares
of Open Energy Corporation's common stock, representing 86.4% of
the 851,028,118 shares issued and outstanding.

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.


ORIGEN FINANCIAL: Fitch Keeps 'C/DR6' Rating on Class M-2 Issue
---------------------------------------------------------------
Fitch Ratings has taken rating actions on Origen Financial Inc.
manufactured housing issue:

Series 2001-A
  -- Class A-5 upgraded to 'AA-' from 'A+';
  -- Class A-6 affirmed at 'BBB-';
  -- Class A-7 affirmed at 'BBB-';
  -- Class M-1 remains at 'C/DR4';
  -- Class M-2 remains at 'C/DR6'.


OSI RESTAURANT: S&P Cuts $1.3 Bil. Term Loan Rating to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Tampa,
Florida-based OSI Restaurant Partners LLC, including its corporate
credit rating to 'B-' from 'B'.  S&P also lowered the issue rating
on the company's $1.3 billion term loan 'B' to 'B+' from 'BB-'
while the recovery rating remains at '1', indicating S&P's  
expectation for very high recovery in the event of a payment
default.

In addition, S&P lowered the rating on OSI's $550 million notes to
'CCC' from 'CCC+', and the recovery rating on the notes remains at
'6', indicating S&P's expectation for negligible recovery in the
event of a payment default.  The outlook is stable.
     
"The downgrade reflects OSI's weaker-than-expected operating
performance and thinning cash flow protection measures," said
Standard & Poor's credit analyst Ana Lai.  Sales trends have been
negative at OSI for the past several quarters, including at its
core concept, Outback Steakhouse, because of an overall decline in
the casual-dining segment and a highly competitive environment.


PACIFIC COAST: S&P Junks Cl. B Notes Rtng & Puts Under Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Pacific
Coast CDO Ltd.'s class B notes to 'CC' and placed its rating on
the class A notes on CreditWatch with negative implications.  The
'CC' ratings on the class C-1 and C-2 notes are unaffected by
these actions.
     
Pacific Coast CDO Ltd. is a cash flow collateralized debt
obligation of asset-backed securities that was originated in
September 2001.  The lowered rating and CreditWatch placement
reflect the negative migration in the credit quality of the
underlying collateral and the increase in defaults since the last
rating action in October 2005.
     
Based on the Aug. 31, 2008, trustee report, 43.57%
($90.91 million) of the total securities in the underlying
collateral pool have speculative-grade ratings, up from 30.11%
($117.897 million) as of the Sept. 30, 2005, trustee report.  In
the same period of time, the trustee reports show an increase of
8.67% in defaulted securities (to $110.46 million from $101.56
million).

The class A notes have paid down approximately $323.789 million
since the transaction was issued in September 2001.

                          Rating Lowered
   
                       Pacific Coast CDO Ltd.

                       Rating
                       ------
        Class   To                 From   Current balance
        -----   --                 ----   ---------------
        B       CC                 B+       $96,000,000
   
                Rating Put on Creditwatch Negative

                      Pacific Coast CDO Ltd.

                       Rating
                       ------
        Class   To                 From   Current balance
        -----   --                 ----   ---------------
        A       AAA Watch/Neg      AAA      $126,211,000


                    Other outstanding Ratings

                      Pacific Coast CDO Ltd.

             Class       Rating   Current balance
             -----       ------   ---------------
             C-1         CC         $25,449,000
             C-2         CC         $10,746,000


PARCS MASTER: Moody's Trims $19MM Class 2006-4 Trust Rating to Ba3
------------------------------------------------------------------
Moody's Investors Service has downgraded its rating of the Class
2006-4 Montaigne (Floating Recovery) Units issued by PARCS Master
Trust:

Class Description: $19,000,000 Class 2006-4 Montaigne (Floating
Recovery) Units due September 2014

  -- Prior Rating: Ba1
  -- Prior Rating Date: 9/19/2008
  -- Prior Rating: Ba3

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to Lehman
Brothers Holdings Inc., which filed for protection under Chapter
11 of the U.S. Bankruptcy Code on Sept. 15, 2008, Washington
Mutual Inc., which was seized by federal regulators on Sept. 25,
2008 and subsequently virtually all of its assets were sold to
JPMorgan Chase, and Fannie Mae and Freddie Mac, which were placed
into the conservatorship of the U.S. government on September 8,
2008.


PENNSYLVANIA REAL: Fitch Holds & Withdraws Ratings; Outlook Stable
------------------------------------------------------------------
Fitch Ratings affirmed and simultaneously withdraws the ratings of
Pennsylvania Real Estate Investment Trust as:

  -- Issuer Default Rating affirmed at 'BB';
  -- Exchangeable senior notes affirmed at 'BB';
  -- Preferred stock (indicative) affirmed at 'B+'.

Fitch has revised the Rating Outlook to Stable from Positive.

Fitch will no longer provide analytical coverage of this issuer.


PINNACLE ENT: Fitch Holds 'B' IDR; Changes Outlook to Negative
--------------------------------------------------------------
Fitch Ratings has revised Pinnacle Entertainment's Outlook to
Negative from Stable and affirmed PNK's ratings as:

  -- Issuer Default Rating at 'B';
  -- Bank facility at 'BB/RR1';
  -- Subordinated notes at 'BB-/RR2'.

The ratings apply to its $625 million bank credit facility and to
$795 million of subordinated notes.

The Negative Outlook reflects the deteriorating consumer operating
environment and a slow ramp up of Lumiere Place in St. Louis,
Missouri.  Pinnacle's adjusted EBITDA has declined from $169
million in 2007 to $152 million in the last 12 months ended
June 30, 2008.  Lumiere Place opened in December 2007, but the
operating ramp up has been slower than anticipated as it is not
expected to generate positive EBITDA until this quarter.  Given
the consumer weakness that is not likely to abate in the near-
term, Fitch expects a lower EBITDA contribution from Lumiere in
2008 and 2009 than it previously expected, while results at other
properties will also likely be under pressure.

In addition, Pinnacle's credit facility covenants tighten
significantly in 2009.  The company's leverage covenant in its
credit facility is currently 7.25x and it steps down to 7.0x by
year-end 2008, 6.5x by March 31, 2009, 6.0x by June 30, 2009, and
5.5x by December 31, 2009. Fitch believes there is increased
likelihood of Pinnacle seeking covenant relief with respect to its
credit facility in 2009.  With $916 million of debt at the end of
Q2'08, Pinnacle's leverage based on reported adjusted EBITDA was
6.0x.

Although the company may need to address the terms in its credit
facility in an unfriendly credit market, Fitch believes that
Pinnacle has ample flexibility in order to delay a covenant breach
or negotiate reasonable amendments.  For example, Pinnacle can
slow spending on River City, its second St. Louis project, or
potentially mothball the project altogether for a period of time,
thereby becoming free cash flow positive.  For a temporary delay,
Pinnacle is only required to pay St. Louis County $4 million in
annual rent if River City is not opened by Aug. 11, 2009 and it
recently pushed back the expected opening to late 2009/early 2010
from mid 2009.  Also, Pinnacle can add its Argentina operations,
which generates roughly $12 million in annual EBITDA, to the
credit facility's restricted group as it is currently
unrestricted.

Pinnacle's debt maturity profile is attractive.  The credit
facility matures in Dec. 2010, while the first of its sub notes
does not mature until 2012.  So although Pinnacle may need some
sort of covenant relief in 2009, a larger refinancing may be
delayed depending on the credit market environment.

Current ratings incorporate the expectation that the company's
development pipeline after River City is effectively on hold until
the credit markets improve.  Draws on the credit revolver, which
had an outstanding balance of $125 million as of June 30, 2008,
are limited to $350 million due to the existence of a senior debt
incurrence limitation in one of its subordinate bond indentures.

These scenarios could trigger a downgrade of the IDR to 'B-':

  -- The operating environment continues to deteriorate,
     particularly with respect to the ramp up of Lumiere Place.

  -- River City spending continues or accelerates, preventing free
     cash flow generation and pushing financial metrics against
     bank facility covenants in 2009.

  -- The credit market environment continues to deteriorate, which
     hinders Pinnacle's ability to negotiate acceptable covenant
     waiver terms in 2009 and creates a poor outlook for the full
     refinancing in 2010.  At such time, Fitch would review the
     underlying free cash flow outlook.

These scenarios could trigger a return to a Stable Outlook from
Negative:

  -- The operating environment stabilizes, the ramp up of Lumiere
     Place accelerates, and Missouri repeals the $500 loss limit
     in a November referendum.

  --  River City spending is delayed or the project is mothballed
     for a period, enabling free cash flow generation and a
     greater ability to self-fund the project, reducing the
     reliance on external financing.

  -- The credit environment stabilizes, terms for any covenant
     waivers in 2009 are reasonable, and the outlook for the full
     refinancing in 2010 improves.  At such time, Fitch would
     review the underlying free cash flow outlook.


PNM RESOURCES: Fitch Assigns 'BB' Issuer Default Rating
-------------------------------------------------------
Fitch has assigned Issuer Default Ratings of 'BB' for PNM
Resources and its primary operating utility subsidiary, Public
Service Company of New Mexico.  Fitch has also assigned an IDR of
'BB+' to Texas New Mexico Power Company and short-term IDRs of 'B'
for PNMR, PNM, and TNMP.  At the same time, Fitch has established
individual PNMR and subsidiary instrument ratings as:

PNMR
  -- Senior unsecured notes 'BB';
  -- Revolving credit agreement 'BB'.

PNM
  -- Secured PCRBs 'BBB-';
  -- Senior unsecured notes 'BB+';
  -- Unsecured PCRBs 'BB+';
  -- Term Loan/credit facility 'BB+';
  -- Preferred securities 'BB'.

TNMP
  -- Senior unsecured notes 'BBB-';
  -- Term Loan/credit facility 'BBB-'.

The Rating Outlook is Stable.

The ratings reflect PNMR's high debt leverage and operating
challenges confronting its core operating utility subsidiary, PNM,
and the higher risk profile and poor performance at PNMR's
unregulated Texas retail power supply business, First Choice
Power.  The ratings also consider PNMR's plan to focus on a more
traditional regulated utility model, use proceeds from the sale of
PNM Gas to reduce debt and possible sale of PNMR's retail supply
business.  PNMR recently announced that it is evaluating strategic
options for FCP, in the wake of earnings volatility and trading
losses experienced in recent quarters.

In Fitch's view, the divestiture of FCP, if accomplished, would
meaningfully improve the company's business risk profile.

Following large first-half 2008 trading and operating losses at
FCP, management has suspended speculative trading and is focused
on preserving margin and customer retention.  In addition, Texas
regulators have taken steps to address ERCOT market dislocations
and congestion pricing issues.  Nonetheless, future earnings
shocks at FCP cannot be ruled out as PNMR continues to evaluate
its strategic options for FCP.

On the operating front, power plant performance deteriorated at
PNM in 2007.  In addition, New Mexico regulators delayed PNM's
general rate case, effectively extending the utility's five-year
rate freeze into the second quarter of 2008.  High gas prices,
frozen tariffs and higher purchased power requirements due to poor
power plant performance were major contributing factors to weak
earnings and cash flows evident in PNM's 2007 and first-half 2008
results.

Important to note, the adoption by the New Mexico Public
Regulation Commission of a temporary purchased power and fuel
adjustment clause meaningfully lowers risk.  In addition, the
final PRC order in PNM's GRC authorized a $34 million revenue
increase, approximately $10 million above the $24 million
recommendation in the hearing examiner's proposed order.

Fitch expects PNMR to use the $460 million of estimated after-tax
proceeds from the pending sale of its New Mexico natural gas
distribution business to reduce utility and holding company debt.  
On Aug. 20, 2008, the company announced that it reached a
stipulation for approval of PNM's proposed sale of its natural gas
distribution business with key interveners.  The PRC is not bound
by the agreement.  Hearings have been completed and a final order
is expected around year-end 2008.  Final approval of the
stipulation would be a constructive regulatory development, in
Fitch's view.

Going forward, Fitch expects PNM's operating earnings and cash
flows to improve somewhat as the result of PRC approval of PNM's
PPFAC, higher rates authorized by the commission in the utility's
last GRC, and improved power plant performance.  Further
improvement in PNMR's credit metrics will require, in addition to
better management execution, regulatory outcomes that will allow
the company to earn a reasonable return on investment, especially
in light of PNM's large capital requirements.  Future regulatory
outcomes that result in further erosion to PNM and PNMR's already
weak credit metrics is a primary concern for PNM and PNMR
investors that could lead to future ratings downgrades.

Similarly, Fitch's ratings for TNMP assume that the utility will
be able to recover prudent investment in plant and equipment.  The
TNMP ratings also consider the utility's relatively low business
risk and higher anticipated costs associated with recent and
anticipated debt maturities.

Unexpected regulatory decisions that result in future earnings and
cash flows meaningfully below Fitch's expectations could result in
future credit rating downgrades.

Financing costs are expected to be higher in 2009 as PNMR has
substantial financing needs over the next 18 months.  As of
Aug. 4, 2008, PNMR and its subsidiaries had approximately $1.1
billion available under credit, term loan and letter of credit
facilities totaling $1.6 billion.  Bank lines, along with planned
divestiture proceeds, should provide adequate liquidity on a
consolidated basis.


POMARE LTD: Files Chapter 11 Bankruptcy Protection
--------------------------------------------------
Bill Rochelle of Bloomberg News reports that Pomare, Ltd., now
known as Hilo Hattie, filed for Chapter 11 bankruptcy protection
on Oct. 2, 2008, in the U.S. Bankruptcy Court for the District of
Hawaii (Case No. 08-01448).  The filing resulted from "aggressive
expansion" and a drop in tourist traffic, according to the report.

The Debtor revealed that revenue for the fiscal year ended October
2007 was $56 million, resulting in a $4.6 million loss.

North Tustin Partners, Inc., 87 percent owner, is offering
$5 million in financing, according to the report.  There are no
blanket liens on the assets, according to the report.

Honolulu, Hawaii-based Pomare, Ltd. makes and sells men's
clothing.

Chuck C. Choi, Esq., and James A. Wagner, Esq., at Wagner Choi &
Evers represent the Debtor.  In its filing, the Debtor listed
assets of $21.5 million and debts of $23.2 million as of Sept. 27.


POMARE LTD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Pomare, Ltd.
        dba Hilo Hattie
        700 North Nimitz Hwy.
        Honolulu, HI 96817

Bankruptcy Case No.: 08-01448

Type of Business: The Debtor makes and sells men's clothing.

Chapter 11 Petition Date: October 2, 2008

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Chuck C. Choi, Esq.
                  cchoi@wcelaw.com
                  James A. Wagner, Esq.
                  wcelaw@wcelaw.com
                  Wagner Choi & Evers
                  745 Fort Street, Suite 1900
                  Honolulu, HI 96813
                  Tel: (808) 533-1877
                  Fax: (808) 566-6900

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Maui Divers of Hawaii Ltd.                           $1,250,500
1520 Liona Street
Honolulu, HI 96814

Royal Hawaiian Creations                             $798,434,
500 Ala Kawa #102-C
Honolulu, Hi 96817

deVille, Paul                  promissory note       $723,140
606 Hakaka Street
Honolulu, HI 96817

Uemura, Kenneth                promissory note       $209,468

Island Import Co. Inc.                               $200,291

MV Enterprises Inc.                                  $192,180

Reed, John                     promissory note       $180,000

Roberts Hawaii Tours, Inc.                           $173,189

This Week Publications                               $172,047

Cisco Systems Capital Corp.                          $153,755

Nani Makana                                          $144,843

Kramer, Carlton                promissory note       $142,300

Young, Lena                    promissory note       $122,763

Active Sportswear                                    $120,545

Hamakua Macadamia Nut Co.                            $107,329

Tinas Creations                                      $106,704

The Islander Group                                   $104,530

Chiefly Company Ltd.                                 $102,312

Island Heritage                                      $102,013

Dias, Chad                                           $99,609


RED MILE: Posts $1 Million Net Losses for Quarter Ended June 30
---------------------------------------------------------------
Red Mile Entertainment, Inc. posted $1,009,611 in net losses on
$37,087 in net revenues for the first quarter ended June 30, 2008,
as compared with $1,376,844 in net losses on $274,422 in net
revenues for the same period ended June 30, 2007.

At June 30, 2008, the company's balance sheet showed $9,510,965 in
total assets, US$6,998,864 in total liabilities, and $2,512,101 in
total stockholders' equity.  As of June 30, 2008, the company had
$33,938,950 in accumulated deficit.  

A full-text copy of Red Mile's financial report for the first
quarter ended June 30, 2008, is available for free at
http://ResearchArchives.com/t/s?333e

                          About Red Mile

Headquartered in Sausalito, California, Red Mile Entertainment,
Inc., (OTC BB: RDML.OB) -- http://www.redmileentertainment.com/--   
is a worldwide developer and publisher of interactive
entertainment software.  Red Mile creates, incubates, and licenses
premier intellectual properties and develops products for console
video-game systems, personal computers, and other interactive
entertainment platforms.

                        Going Concern Doubt

San Francisco-based Burr, Pilger & Mayer LLP raised substantial
doubt on the ability of Red Mile Entertainment, Inc., to continue
as a going concern after it audited the company's financial
statements for the year ended March 31, 2008.  The auditor pointed
to the company's significant operating losses and accumulated
deficit of $32,900,000 at March 31, 2008.

The company has sustained substantial operating losses since
inception of $32,929,339 at March 31, 2008, and has incurred
negative cash flows from operations.

                       
RELIANT ENERGY: Merrill Lynch Waives Compliance Until October 31
----------------------------------------------------------------
Reliant Energy, Inc., and Merrill Lynch have agreed to take steps
to end their credit-enhanced retail structure, given the current
operating environment and Reliant's decision to develop a new
retail strategy aimed at lowering collateral requirements and
providing more consistent earnings. The company has obtained
commitments for $1 billion in new capital to support its business
to facilitate the transition.

"Our retail results in 2008 have been disappointing, due in part
to the recent impact of Hurricane Ike," Mark Jacobs, president
and chief executive officer, Reliant Energy, said.  "We have
also faced unprecedented turmoil in the financial markets.  To
address these challenges, we have determined that terminating
our credit-enhanced retail structure in an orderly manner is
appropriate."

"We have arranged for $1 billion of additional capital," added
Mr. Jacobs.  "Combined with current liquidity of $1.2 billion,
we will have adequate liquidity to facilitate the termination of
the credit-enhanced retail structure.  Certainly, conditions for
raising additional capital are not favorable, however, on balance
we believe these steps are in our best long-term interests."

Reliant Energy disclosed that it is also revising its 2008 outlook
downward to reflect the financial impact of Hurricane Ike and
lower commodity prices in its wholesale business.

The company has lowered its retail contribution margin outlook for
2008 by $300 million to $350 million as a result of the effects of
Hurricane Ike, including reduced sales volumes, the sale of excess
supply during this time, updates to retail pricing assumptions and
increased storm-related operating costs.

In response to its intention to terminate the credit-enhanced
retail structure and current operating environment, Reliant is
developing a new retail strategy aimed at lowering collateral
requirements and providing more consistent earnings.

Commodity prices have fallen significantly since the company
provided its most recent outlook.  In addition, third quarter
results were impacted by mild weather and reduced off-peak
prices. The company estimates that its outlook for 2008 open
wholesale contribution margin will be approximately $480 million
lower than its previous outlook.

These outlook updates exclude any financial impact arising from
termination of the credit-enhanced structure.  Reliant has
arranged for $1 billion in additional capital consisting of a
commitment for a $650 million term loan from GS Loan Partners and
an agreement to issue $350 million of convertible preferred stock
to the energy private equity firm of First Reserve Corporation.

Each of these arrangements is contingent upon completion of
definitive agreements and, among other things, reaching
definitive agreements with Merrill Lynch regarding termination
of the credit-enhanced retail structure.  Reliant and Merrill
Lynch have agreed to use their efforts to negotiate definitive
agreements before Oct. 31, 2008.  Merrill Lynch has waived
compliance with the minimum adjusted EBITDA covenant in the
$300 million retail working capital facility through Oct. 31,
2008, so long as all other covenants are complied with, and
Reliant has agreed to not draw on the retail working capital
facility.

           Material Terms of New Financing Arrangements

The commitment with GS Loan Partners, dated Sept. 29, 2008, for a
$650 million senior secured term loan includes these material
terms:

   -- November 2012 maturity;
   -- issue at 4% closing payment;
   -- initial interest at LIBOR plus 4.50% with LIBOR floor of
      3.75%, or a base rate plus 3.50% with a base rate floor of
      4.75%;
   -- 10% prepayment premium on the amount prepaid during the
      first year, 5% during the second year, 3% during the third
      year and no prepayment premium thereafter;
   -- equally secured with the same collateral that secures
      Reliant's revolving credit agreement, senior secured notes,
      and PEDFA Guarantees;
   -- its subsidiaries, except those contractually prohibited
      from doing so, will be guarantors;
   -- minimum availability and maximum hedging limitations; and
   -- specified levels for the ratios of adjusted net secured
      debt and total debt to adjusted net earnings (loss) before
      interest expense, interest income, income taxes,
      depreciation and amortization (consolidated secured
      leverage and total leverage ratios).

The agreement with First Reserve Fund XII L.P., dated Sept. 29,
2008, providing for the purchase of 350,000 shares of Reliant
convertible participating preferred stock at $1,000 per share
provides for these terms:

   -- cumulative quarterly cash dividends, payable at 14% per
      annum;
   -- convertible at lesser of $11 and lowest 20-day volume
      weighted average price of our common stock during the six
      months after closing, with a floor of $8.00;
   -- holders may require redemption of the preferred stock upon
      a change of control at the greater of (i) face amount plus
      accrued and unpaid dividends, plus a make-whole premium if
      the redemption is before the fifth anniversary or (ii) the
      amount received by common stock holders on an as-converted
      basis;
   -- the company may redeem the preferred stock after the
      third anniversary for the face amount plus accrued and
      unpaid dividends, plus a make-whole premium if the
      redemption is before the fifth anniversary;
   -- holders may require redemption any time after the seventh
      anniversary for the face amount plus accrued and unpaid
      dividends; and
   -- First Reserve may designate one director to our board so
      long as it retains 50% of the initial convertible preferred
      stock or the common stock issued upon conversion.

Full-text copies of the commitment letter with GS Loan Partners
and the letter agreement with First Reserve are available for free
at:

               http://ResearchArchives.com/t/s?331b
               http://ResearchArchives.com/t/s?331c

                    About Reliant Energy Inc.

Headquartered in Houston, Texas, Reliant Energy Inc. (NYSE: RRI) -
http://www.reliant.com/-- provides electricity and energy    
services to retail and wholesale customers in the United States.  
In Texas, the company provides service to nearly 1.9 million
retail electricity customers, including residential and small
business customers and commercial, industrial, governmental and
institutional customers.  Reliant also serves commercial,
industrial, governmental and institutional customers in the PJM,
Pennsylvania, New Jersey and Maryland market.

The company is an independent power producers in the nation with
approximately 16,000 megawatts of power generation capacity across
the United States.  These strategically located generating assets
utilize natural gas, fuel oil and coal.

                            *     *     *

As reported in the Troubled Company Reporter on Aug. 12, 2008,
Fitch Ratings has affirmed the ratings of Reliant Energy Inc.
and revised the Ratings Outlook to Stable from Positive.  
Approximately $3 billion of debt is affected.  The ratings
affirmed were: (i) issuer default rating 'B'; (ii) senior secured
debt 'BB/RR1'; (iii) senior unsecured debt 'B+/RR2'; and (iv)
short-term IDR 'B'.


RELIANT ENERGY: Fitch Affirms Ratings; Revises Outlook to Negative
------------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating and
outstanding debt ratings for Reliant Energy Inc. as:

  -- IDR 'B';
  -- Senior secured debt 'BB/RR1';
  -- Senior unsecured debt 'B+/RR2';
  -- Short-term IDR 'B'.

Fitch has also revised RRI's Rating Outlook to Negative from
Stable

The Outlook revision follows RRI's announcement that it is
revising its 2008 outlook downward due to the financial impact of
Hurricane Ike on the company's retail business and lower prices at
its wholesale power business.  In addition, RRI announced that it
would be ending their credit-enhanced retail structure with
Merrill Lynch and raising $1 billion in new capital in the form of
a $650 million term loan and $350 million in convertible preferred
stock to help facilitate the unwinding of the credit sleeve.

The Negative Outlook reflects less favorable prospects facing
RRI's core retail and wholesale power businesses, along with the
unwinding of the credit sleeve.  Fitch had viewed the
establishment of the Credit Sleeve favorably as it effectively
allowed RRI to use Merrill Lynch's balance sheet to support the
hedging and collateral obligations of its retail business.  The
absence of this sleeve creates additional capital requirements
that were not necessarily considered in Fitch's current ratings.

In addition, the Outlook revision reflects expectations that RRI's
earnings and cash flow will be significantly lower than Fitch
originally anticipated, likely reversing recent improvements in
the company's credit metrics.  A thorough review of RRI's proposed
changes to its retail strategy will influence Fitch's future
Outlook and ratings analysis.  Fitch believes that the $1 billion
in new capital raised, in addition to, RRI's current liquidity
position of $1.2 Billion should be more than adequate to cover the
unwinding of the credit sleeve.

Operating EBITDA and cash flow at RRI's retail business continues
to underperform and margin stability has proven to be elusive.  
Additionally, operating with a merchant model, near term prospects
for RRI's wholesale generating portfolio is mixed.  With gas on
the margin in most of RRI's coal-fired generating fleet operating
area, RRI has experienced contraction in dark spreads as natural
gas prices have trended lower in recent periods.  On the other
hand, natural gas fired combined cycle plants will likely see
higher dispatch.

The affirmed 'BB/RR1' rating reflects the superior recovery
prospects for these debt obligations.  'RR1' Recovery Ratings
ratings have recovery prospects of over 90%.  The senior unsecured
rating of 'B+/RR2' reflects the structural subordination of this
debt, and weaker recovery prospects.


RENAISSANCE CUSTOM: Court Consolidates Case with Affiliates
-----------------------------------------------------------
Terry Brennan of The Deal.com reports that the U.S. Bankruptcy
Court for the District of Oregon consolidated the separate cases
of Renaissance Custom Homes, LLC, and its two debtor-affiliates on
Sept. 29, 2008.

Headquartered in Lake Oswego and West Linn, Oregon, Renaissance
Customs Homes LLC -- http://www.renaissance-homes.com/-- engages  
in residential real estate and home-building business.  The
company as about 34 full-time employees.

The Debtors filed for Chapter 11 bankruptcy protection separately
on September 25, 2008 (Bankr. D. Ore. Lead Case No. 08-35023).  
Albert N. Kennedy, Esq., Ava L. Schoen, Esq., and Timothy J.
Conway, Esq., at Tonkon Torp LLP represent the Debtors.  In
its filing, the Lead Debtor listed between $100 million and
$500 million in estimated assets and between $100 million and
$500 million in estimated debts.


RESIDENTIAL ASSET: Fitch Cuts Ratings on Two Classes to 'BB'
------------------------------------------------------------
Fitch Ratings downgraded two and affirmed one class of these
residential mortgage-backed securities.

Residential Asset Securities Corporation 2001-KS1
  -- Class A-1-5 downgraded to ' BB' from 'BBB';
  -- Class A-1-6 downgraded to ' BB' from 'BBB';
  -- Class A-II affirmed at 'BBB'.

Classes A-1-5, A-1-6 and A-II are insured by FGIC.  Fitch's policy
is to maintain ratings on insured transactions at the higher of
the underlying rating of the insured transaction if rated by Fitch
or the rating of the insurer.

Fitch downgraded FGIC's Insurer Financial Strength rating to 'CCC'
and also placed the IFS on Rating Watch Evolving.


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

North Creekside Apartments, LLC 's chapter 11 petition with a list
of 20 largest unsecured creditors is available for free at:

               http://researcharchives.com/t/s?33443


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


SACO I: Fitch Cuts Ratings on Two Classes of Trusts
---------------------------------------------------
Fitch Ratings has taken rating actions on SACO I Trust 2005-GP1:

SACO I Trust 2005-GP1
  -- Class A-1 affirmed at 'AAA';
  -- Class A-2 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AAA';
  -- Class M-2 downgraded to 'C/DR6' from 'BBB';
  -- Class B-1 downgraded to 'C/DR6' from 'BBB-'.


SIGNAL SECURITIZATION: Fitch Holds ‘BB-‘ Rating on Class A Issue
----------------------------------------------------------------
Fitch Ratings has taken rating actions on Signal Securitization
Corp. manufactured housing issues:

Series 1997-3
  -- Class A affirmed at 'AAA';
  -- Class B affirmed at 'BB'.

Series 1998-1
  -- Class A affirmed at 'AA-'.

Series 1998-2
  -- Class A affirmed at 'BB-'.


SIRIUS XM: Taps KPMG LLP as Independent Accountant
--------------------------------------------------
Sirius XM Radio Inc. disclosed in a Securities and Exchange
Commission filing that the audit committee of its board of
directors has approved the engagement of KPMG LLP as the company's
independent registered accounting firm, as part of the merger
integration process.

Since 1997, KPMG has performed the audit of XM Satellite Radio
Holdings Inc., which became the company subsidiary upon the
closing of the merger on July 28, 2008.  During the two most
recent fiscal years and any subsequent interim period prior to the
engagement of KPMG, neither the company nor anyone on its behalf
consulted with KPMG, regarding either:

   -- the application of accounting principles to a specified
      transaction, either completed or proposed, or the type of
      audit opinion that might be rendered on the company's
      financial statements; or

   -- any matter that was either the subject of a "disagreement"
      or a "reportable event."

Effective as of Sept. 23, 2008, the company dismissed Ernst &
Young LLP as independent auditors.  This action was approved by
the audit committee of the board of directors.

The reports of Ernst & Young on the company's financial statements
for the fiscal years ended December 31, 2007 and 2006 did not
contain an adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles.

During the years ended Dec. 31, 2007 and 2006 and through
Sept. 23, 2008, there were no disagreements with Ernst & Young on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Ernst &
Young, would have caused it to make reference to the subject
matter of the disagreements in connection with its report, nor
were there any "reportable events."

Headquartered in New York, Sirius XM Radio Inc. --
http://www.sirius.com/-- formerly Sirius Satellite Radio Inc., is   
a satellite radio provider.  The company offers over 130 channels
to its subscribers, 69 channels of 100% commercial-free music and
65 channels of sports, news, talk, entertainment, traffic, weather
and data content.  Its primary source of revenue is subscription
fees, with most of its customers subscribing to SIRIUS on either
an annual, semi-annual, quarterly or monthly basis.  The company
derives revenue from activation fees, the sale of advertising on
its non-music channels, and the direct sale of SIRIUS radios and
accessories.  Various brands of SIRIUS radios are Best Buy,
Circuit City, Costco, Crutchfield, Sam's Club, Target and Wal-
Mart.

                          *     *     *

Standard & Poor's Ratings Services affirmed its corporate ratings
on Sirius XM Radio Inc. (CCC+) and XM Satellite Radio Holdings
Inc., which S&P analyzes on a consolidated basis for purposes of
the corporate credit rating, and removed them from CreditWatch
with developing implications, where S&P placed them on March 4,
2008. The issue-level ratings on debt at New York City-based
Sirius XM Radio Inc. and at Sirius' unrestricted subsidiaries, XM
Satellite Radio Holdings Inc. and XM Satellite Radio Inc., remain
on CreditWatch with developing implications until additional
information becomes available regarding the ultimate
capitalization and the effect of cost-saving plans and growth
initiatives on secured and unsecured recovery at Sirius and XM.
Upon S&P's examination of additional information, S&P could raise,
affirm, or lower the issue-level ratings. The outlook is
developing.


SOUTHWEST CHARTER: May Use Arizona Bank Cash Collateral
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona granted
Southwest Charter Lines, Inc., authority to use the cash
collateral of Arizona Bank & Trust through Oct. 31, 2008, pursuant
to a budget.  The company needs access to the cash collateral to
pay direct and indirect costs of its business.  Arizona Bank &
Trust shall have a continuing senior lien on the cash collateral
of the Debtor.

The Court also ordered the Debtor to pay $70,000 to Arizona Bank &
Trust by Oct. 14, 2008.

A budget for October 2008 is available for free at:
           
               http://researcharchives.com/t/s?334a

Headquartered in Gilbert, Arizona, Southwest Charter Lines Inc.
-- http://www.swcl.com/-- provides transportation services.  The  
company filed for Chapter 11 bankruptcy protection on May 29, 2008
(D. Ariz. Case No. 08-06252).  Donald W. Powell, Esq. at
Carmichael & Powell PC, represents the Debtor as bankruptcy
counsel.  When the Debtor filed for Chapter 11 restructuring, it
listed total assets of $12,907,933 and total debts of $12,352,275.


STEERS CREDIT: Moody's Chips Rating to 'Ba2' on $40MM Certificates
------------------------------------------------------------------
Moody's Investors Service has downgraded its rating of the notes
issued by Steers Credit Linked Trust, Torino Tranche, 2006-1:

Class Description: $40,000,000 Trust Certificates

  -- Prior Rating: Baa2
  -- Prior Rating Date: September 19, 2008
  -- Current Rating: Ba2

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to Lehman
Brothers Holdings Inc., which filed for protection under Chapter
11 of the U.S. Bankruptcy Code on September 15, 2008, Washington
Mutual Inc., which was seized by federal regulators on September
25, 2008 and subsequently virtually all of its assets were sold to
JPMorgan Chase, and Fannie Mae and Freddie Mac, which were placed
into the conservatorship of the U.S. government on September 8,
2008.


STURGIS IRON: Will Auction Elkhart Mega-Shredder on Oct. 14
-----------------------------------------------------------
According to Metalbulletin.com, Sturgis Iron & Metal Co. will
auction its idled Elkhart Mega-Shredder on Oct. 14, 2008.

Sturgis Iron's Mega Shredder was the largest of its kind in North
America, Disenfranchised American reported in May.  The Mega-
Shredder was built with private funding.  It started operating in
2006.  It is "the centerpiece of the Elkhart recycling facility"
in northern Indiana that has more than 125 workers,
Disenfranchised American states.

Recycling Today Magazine said in May that the reported acquisition
of the company's facilities -- primarily in Michigan and Indiana
-- by Steel Dynamics Inc. in May 2008 didn't include the mega-
shredder.

WNDU.com reported in May that Sturgis Iron just leased the
shredder from another party, which would disallow Sturgis Iron to
sell the asset.  The report says that the interested bidders had
to contact the party that owns it and work out a deal with them.

                       About Sturgis Iron

Based in Sturgis, Michigan, Sturgis Iron & Metal Co., Inc., sells
ferrous metal scrap & waste in wholesale.  It also manufactures
secondary nonferrous metals, and provides pre-finishing iron or
steel processes services, finishing metal processing services, and
smelting metal services.

The company filed for chapter 11 protection on Apr. 4, 2008
(Bankr. W.D. Mich. Case No. 08-02966).  Jay L. Welford, Esq.,
Judith Greenstone Miller, Esq., Paige Barr, Esq., Paul R. Hage,
Esq. and Richard E. Kruger, Esq., at Jaffe Raitt Heuer & Weiss,
P.C. represent the Debtor in its restructuring efforts.  The
Debtor selected Kurtzman Carson Consultants, LLC, as claims agent.  
Its special counsel is Dresser, Dresser, Haas & Caywood, P.C.  The
U.S. Trustee for Region 9 appointed an Official Committee of
Unsecured Creditors in this case.  The Committee proposed Winston
& Strawn LLP as its counsel.

As reported in the Troubled Company Reporter on May 13, 2008, the
Debtor's summary of schedules shows total assets of $23,363,626
and total debts of $96,346,739.


SUFFIELD CLO: Fitch Junks Ratings on Three Classes of Notes
-----------------------------------------------------------
Fitch Ratings has downgraded five and affirmed four classes of
notes issued by Suffield CLO, Ltd.  These rating actions are
effective immediately:

  -- $74,327,891 class I notes affirmed at 'AAA';
  -- $53,000,000 class II notes affirmed at 'AA+';
  -- $42,000,000 class III-A notes affirmed at 'A';
  -- $15,000,000 class III-B notes affirmed at 'A';
  -- $35,000,000 class IV notes downgraded to 'B' from 'BBB+';
  -- $6,000,000 class V-A notes downgraded to 'CCC' from 'BB';
  -- $15,000,000 class V-B notes downgraded to 'CCC' from 'BB';
  -- $20,000,000 class K combo notes downgraded to 'B' from
     'BBB+';

  -- $14,700,000 class L combo notes downgraded to 'CC' from  
     'B/DR2'.

Suffield is a collateralized loan obligation, which closed on
Sept. 13, 2000, and is managed by Babson Capital Management LLC.  
The transaction exited its revolving period in September 2005.  
Suffield's portfolio is composed of 95.0% senior secured loans,
4.1% senior unsecured loans and 0.9% subordinate loans.  The class
III notes are comprised of the class III-A and III_B notes.  The
class V notes include the class V-A and V-B notes.

Since the last review on December 19, 2007, the overall credit
quality of the portfolio has migrated to 'B/B-' from 'B+/B'.  
Additionally, 4.7% of the portfolio is on Rating Watch Negative by
at least one rating agency and another 21.4% is on Rating Outlook
Negative.  Furthermore, 15% of the portfolio assets are rated
'CCC' and lower, which is up from 2.2% rated 'CCC' and lower at
the time of the last rating review.

Since Suffield has concluded its reinvestment period principal
proceeds have been and will continue to be used to redeem notes in
order of priority.  The class I notes have paid down approximately
14.7% and 79.6% since the last rating review and the closing date,
respectively.  As a protection to note-holders, Suffield includes
several overcollateralization and interest coverage tests in its
priority of payments.  Failure of any of the senior or class
III/IV coverage tests diverts principal proceeds and then excess
spread to redeem the notes sequentially.  Failure of the class V
OC tests diverts only excess spread to pay down the class V notes.

Since the class I notes have been paying down, the senior OC test,
which covers the class I and II notes, has improved to 193.7% as
of the latest trustee report dated August 20, 2008 from 148.6% at
the time of the last review. Likewise, the class III/IV OC test
has increased to 112.4% from 108.6% over the same period.  The
affirmations of the class I, II and III notes reflect the
continued increase in credit enhancement levels for these classes.  
As of the latest trustee report, the class V OC ratio measured
102.6% versus a test level of 100.0%. The downgrade of the class
IV and V notes reflects the erosion of credit support available to
these notes and Fitch's collateral performance expectations.

The ratings of the class I and II notes address the likelihood
that investors will receive full and timely payments of interest
on scheduled interest payment dates, as well as the stated balance
of principal by the legal final maturity date as per the
transaction's governing documents.  The ratings of the class III,
IV, and V notes address the likelihood that investors will receive
ultimate and compensating interest payments, as well as the stated
balance of principal by the legal final maturity date, as per the
transaction's governing documents.

The rating of the class K combination securities addresses the
likelihood that investors will receive the stated balance of
principal by the final payment date.  The class K combination
securities are composed of 75% class V-B notes and 25% preferred
shares.  Therefore, their performance is closely aligned to that
of the class V-B notes.  The class K combination securities,
however, benefit from the preference share component which has
paid in full and is still receiving excess spread distributions.  
This is reflected in a higher rating relative to the class V-B
notes.  To date, the class K combination securities have received
proceeds that make up approximately 72.2% of their stated
principal balance.

The rating of the class L combination securities addresses the
likelihood that investors will receive the stated balance of
principal by the final payment date, as well as a yield of 8.4% on
the original investment.  The class L combination securities are
comprised of approximately 14% class III-A notes, 68% class IV
notes, and 18% preferred shares.  While the class L combination
securities share, for the most part, the same profile as the class
III-A and Class IV notes, their rating is comparatively lower
because they are rated to a yield of 8.4%.

Fitch reviewed this transaction in accordance with its updated
criteria released on April 30, 2008 for Corporate CDOs.  At that
time, Fitch noted it would be reviewing its ratings accordingly to
establish consistency for existing and new transactions.  As part
of this review, Fitch makes standard adjustments for any names on
Rating Watch Negative or Outlook Negative, reducing such ratings
for default analysis purpose by two and one notch, respectively.


SURGILIGHT INC: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Surgilight, Inc.
        375 Park Avenue, Suite 3406
        New York, NY 10152

Bankruptcy Case No.: 08-13851

Type of Business: The Debtor develops, makes and sell ophthalmic  
                  lasers.
                  See: http://www.surgilight.com/

Chapter 11 Petition Date: October 1, 2008

Court: Southern District of New York (Manhattan)

Judge: Martin Glenn

Debtor's Counsel: Douglas T. Tabachnik, Esq.
                  dtabachnik@dttlaw.com
                  Law Offices of Douglas T. Tabachnik
                  Woodhull House, Suite C
                  63 West Main Street
                  Freehold, NJ 07728
                  Tel: (732) 792-2760
                  Fax: (732) 792-2761

Total Assets: $15,700

Total Debts: $5,894,032

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

             http://bankrupt.com/misc/nysb08-13851.pdf


TEKNI-PLEX INC: Fails to File Annual Report By Deadline
-------------------------------------------------------
Tekni-Plex, Inc. disclosed in a Securities and Exchange Commission
filing that it was not be able to timely file its annual report on
Form 10-K for the year ended June 27, 2008, by the prescribed due
date of Sept. 25, 2008.

Tekni-Plex had initiated an internal investigation regarding its
financial records.  Its Board of Directors continued to conduct
this inquiry, however, the investigation is not yet complete and
the Company cannot predict at this time whether the investigation
will conclude that adjustments to financial statements for any
period covered by the report are necessary.  To the extent that
such adjustments are determined to be necessary, the adjustments
could be material.

The investigation is ongoing and the Company cannot estimate at
this time when the investigation of the relevant issues will
conclude.  The Company intends to file the Form 10-K as soon as
reasonably practicable after the Board's investigation of the
relevant issues has concluded.

                     About Tekni-Plex Inc.

Based in Coppell, Texas, Tekni-Plex Inc. -- http://www.tekni-
plex.com/ -- manufactures packaging, packaging products and
materials as well as tubing products.  The company primarily
serves the food, healthcare and consumer markets.  It has built
leadership positions in its core markets, and focuses on
vertically integrated production of highly specialized products.
Tekni-Plex has operations in the United States, Europe, China,
Argentina and Canada.

Tekni-Plex Inc.'s consolidated balance sheet at March 28, 2008,
showed $620.1 million in total assets and $1.05 billion in total
liabilities, resulting in a $427.0 million total stockholders'
deficit.

                            *    *    *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Moody's Investors Service downgraded the Corporate Family Ratings
of Tekni-Plex Inc. to Caa3 from Caa1.


TEKNI-PLEX INC: Inks Consent and Waiver Deal with Lenders
---------------------------------------------------------
Tekni-Plex Inc. disclosed in a Securities and Exchange Commission
filing that on Sept. 25, 2008, it entered into a Consent and
Waiver under its Amended and Restated Credit Agreement among the
Company, the lenders and issuers party, Citicorp USA, Inc. as
Administrative Agent, and General Electric Capital Corporation as
Syndication Agent.

The Consent and Waiver provides for, among other things, a waiver
through Oct. 31, 2008 of:

   -- events of default arising by reason of the Company's
      noncompliance with a covenant requiring delivery by
      Sept. 26, 2008 of audited financial statements and related
      compliance certificates for fiscal year ended June 27, 2008;

   -- events of default in respect of certain representations and
      warranties for previously delivered financial information
      that may have been incorrect in a material respect, which
      events of default may arise if the Company restates
      financial statements for prior account periods as a result
      of the Company's ongoing investigation of alleged
      irregularities with respect to accounting for inventory and
      accounts receivable; and

   -- certain conditions precedent to extensions of credit to
      permit the Company to borrow during the period from
      Sept. 26, 2008, through Oct. 31, 2008, notwithstanding the
      events of default.  

                     About Tekni-Plex Inc.

Based in Coppell, Texas, Tekni-Plex Inc. -- http://www.tekni-
plex.com/ -- manufactures packaging, packaging products and
materials as well as tubing products.  The company primarily
serves the food, healthcare and consumer markets.  It has built
leadership positions in its core markets, and focuses on
vertically integrated production of highly specialized products.
Tekni-Plex has operations in the United States, Europe, China,
Argentina and Canada.

Tekni-Plex Inc.'s consolidated balance sheet at March 28, 2008,
showed $620.1 million in total assets and $1.05 billion in total
liabilities, resulting in a $427.0 million total stockholders'
deficit.

                            *    *    *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Moody's Investors Service downgraded the Corporate Family Ratings
of Tekni-Plex Inc. to Caa3 from Caa1.


TERWIN MORTGAGE: Moody's Puts Ba3 Underlying Rating to A-3 Notes
----------------------------------------------------------------
Moody's Investors Service has published the underlying ratings on
certain insured notes, and has taken action on these tranches
accordingly.  The ratings of these insured notes were previously
derived from public ratings on non-sequential pari passu or more
junior uninsured tranches of the same deals.

The underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee. The ratings on securities
that are guaranteed or "wrapped" by a financial guarantor is the
higher of a) the rating of the guarantor or b) the published
underlying rating.  The Current Ratings on the notes are
consistent with Moody's practice of rating insured securities at
the higher of the guarantor's insurance financial strength rating
and any underlying rating that is public.

Complete rating actions are:

Issuer: Terwin Mortgage Trust 2007-6ALT

Class Description: Cl. A-1

  -- Current Rating: Aaa

Financial Guarantor: Financial Security Assurance Inc (Aaa on
review for possible downgrade)

  -- Underlying Rating: Aaa

Class Description: Cl. A-2

  -- Current Rating: Aaa

Financial Guarantor: Financial Security Assurance Inc (Aaa on
review for possible downgrade)

  -- Underlying Rating: Aaa

Class Description: Cl. A-3

  -- Current Rating: Placed on Review for Possible Downgrade,
     currently Aaa

Financial Guarantor: Financial Security Assurance Inc (Aaa on
review for possible downgrade)

  -- Underlying Rating: Ba3

                       
THOMAS CLEMENS: Case Summary & Four Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Thomas A. Clemens
        4800 Kerria Court
        Carmel, IN 46033

Bankruptcy Case No.: 08-12269

Chapter 11 Petition Date: October 2, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz III

Debtor's Counsel: Alfred. E McClure, Esq.
                  almcclureecf@aol.com
                  McClure & O'Farrell
                  210 Meijer Drive, Suite C
                  Lafayette, IN 47905
                  Tel: (765) 446-8228

                  Thomas B. O'Farrell, Esq.
                  ecf@mcclureofarrell.net
                  McClure & O'Farrell
                  P.O. Box 45
                  Westfield, IN 46074
                  Tel: (317) 867-4131

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's Four Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
   Bank of America                  $41,365
   P.O. Box 15713
   Wilmington DE 19886

   Chase Visa Business Card          $4,500
   P.O. Box 15298
   Wilmington DE 19850

   Veolia Water NA/                  $3,764
   Indianapolis Water
   1220 Waterway Road
   Indianapolis IN 46202

   USAA Federal Savings Bank         $3,151
   P.O. Box 65020
   San Antonio TX 78265


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


TRONOX INCORPORATED: Extends ABN Receivables Pact to October 31
---------------------------------------------------------------
Tronox Incorporated disclosed in a Securities and Exchange
Commission filing that on Sept. 18, 2008, the Company and its
subsidiary Tronox Worldwide LLC entered into a Second Amendment
to Receivables Sale Agreement to the Receivables Sale Agreement
dated as of Sept. 26, 2007.  Amendment No. 2 revised the term
"Scheduled Termination Date" in the Agreement to extend the date
from Sept. 24, 2008 to Oct. 31, 2008.  

The Company executed an accounts receivable securitization program
in September 2007 with an initial term of one year.  Financing
under the program could be extended for an additional two years in
the form of a securitization or a secured borrowing as determined
by the sponsoring institution, ABN AMRO Bank N.V..  Under the
Program, all receivables owned by the company's U.S. subsidiaries
-- transferor subsidiaries -- are sold on a recurring basis by the
Company to Tronox Funding LLC, a wholly owned special purpose
subsidiary of the company.  Funding, in turn, sells to either
Amsterdam Funding, an asset-backed multi-seller commercial paper
conduit sponsored by ABN, or to ABN directly, an undivided
percentage ownership interest in the pool of receivables Funding
acquires from the transferor subsidiaries.  At June 30, 2008, the
balance in receivables sold by the transferor subsidiaries to
Funding totaled $109.3 million, of which $59.7 million was sold to
Amsterdam in the form of the purchased participation interest,
resulting in a subordinated retained interest held by Funding with
a fair value of $48.9 million.

The receivables sale agreement contains cross default provisions
with the company's debt agreements.  In June 2008, the Company
obtained a waiver under the agreement which, due to a default
under the company's Credit Agreement at May 31, 2008, would have
otherwise prevented Funding from purchasing additional receivables
from the transferor subsidiaries.  In July 2008, the receivables
sale agreement was amended resulting in the elimination of the
two-year extension option and reducing the program size to $75.0
million.  Extension of the program beyond the expiration of the
initial term in September 2008 will be allowed only upon consent
of ABN.  In the event that ABN elects not to extend financing
beyond the initial term, the program will enter into a termination
phase.  During this phase, all collections on receivables owned by
Funding will be remitted to ABN up to the outstanding amount of
ABN's purchased participating interest along with any outstanding
fees.  If the program is not extended, there would be no further
sales of receivables under the program and cash flows from
operations would decrease compared to periods where the current
program is ongoing.

The Company and Tronox Worldwide entered into the amendment in
connection with its evaluation of strategic options for its
businesses.  There is no assurance that the Company and Tronox
Worldwide will be able to obtain additional amendments or waivers
to the Agreement.

For the three month and six month periods ended June 30, 2008, the
Company incurred losses in connection with the sale of receivables
under the Program of $1.4 million and $3.1 million, respectively,
along with interest income accreted on the collections of
receivables of $0.7 million and $1.6 million, respectively.  The
net of both items for the three month and six month periods ended
June 30, 2008, was $0.7 million and $1.5 million, respectively,
representing the net expense associated with the Company's
securitization program for the applicable periods.

A copy of the amendment to the Second Amendment to Receivables
Sale Agreement to the Receivables Sale Agreement is available free
of charge at http://researcharchives.com/t/s?332c

                           About Tronox

Headquartered in Oklahoma City, Tronox Incorporated (NYSE:TRX) --
http://www.tronox.com/-- is a producer and marketer of titanium   
dioxide pigment.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products. The company's five pigment plants, which are
located in the United States, Australia, Germany and the
Netherlands, supply performance products to approximately 1,100
customers in 100 countries. In addition, Tronox produces
electrolytic products, including sodium chlorate, electrolytic
manganese dioxide, boron trichloride, elemental boron and lithium
manganese oxide.

As reported by the Troubled Company Reporter on August 27, 2008,
Tronox said in a regulatory filing that it is evaluating all
strategic options for the company, including mitigation of
environmental liabilities and capital restructuring.  Tronox
said it has experienced significant losses for the year ended
December 31, 2007, and the six months ended June 30, 2008, and has
generated negative cash flows from operations in the current year.  
Tronox said that if it continues to experience negative impacts on
its operations, it may need to seek relief under Chapter 11 of the
United States Bankruptcy Code to allow the company to, among other
things, restructure its capital structure and reorganize its
business, including its environmental legacy issues.

The company has $1.7 billion in total assets, including $703.5
million in current assets, as at June 30.  The company has $937.8
million in current debts and $336.9 million in total noncurrent
debts.

Tronox has retained the investment banking firm Rothschild Inc. to
further assist the company in evaluating strategic options for the
business.

On May 22, 2008, the company announced an involuntary work force
reduction program as part of its ongoing efforts to reduce costs.
As a result of the program, the company's U.S. work force was
reduced by 31 employees. An additional 38 positions that were
vacant prior to the work force reduction will not be filled. There
were no costs associated with the elimination of vacant positions.
The program was substantially completed as of June 30, 2008.

On Aug. 28, 2008, the Company was notified by the New York Stock
Exchange that it is not in compliance with the NYSE's continued
listing standard regarding the average closing price of its Class
B Common Stock.  The Company said it has not decided on what
action, if any, it will take with respect to its failure to
satisfy NYSE listing standards.  If the Company fails to cure its
listing deficiencies, the NYSE will commence suspension and
delisting procedures.

The Company expects, but there is no assurance, that the shares
will begin trading over the counter.  An OTC security is
considered to be any equity security that is not listed on NYSE,
NASDAQ or Amex.  The OTC Bulletin Board is an electronic quotation
system that displays quotes from broker dealers on many OTC
securities.

The TCR said on Sept. 18 that Tronox has been sued by the U.S.
Government to recover costs related to hazardous substances at or
from the Federal Creosoting Superfund site located in the borough
of Manville, Somerset County, New Jersey.  According to the
complaint, as of June 15, 2008, the government has incurred at
least $280 million in unreimbursed response costs related to the
cleanup.

Moody's Investors Service has downgraded affiliate Tronox
Worldwide LLC's Corporate Family Rating to Caa3 from Caa2, and the
Probability of Default Rating was lowered to Ca from Caa3.  In
addition, Moody's has downgraded the company's secured revolver
and term loan to B2 from B1 and its unsecured notes to Ca from
Caa3.  Standard & Poor's Ratings Services has lowered its ratings
on Tronox, including its corporate credit rating to 'CCC-' from
'CCC+'.


UAL CORP: Board Okays Compensation Arrangement for Kathryn Mikells
------------------------------------------------------------------
UAL Corporation disclosed in a Securities and Exchange Commission
filing that on Sept. 25, 2008, the Human Resources Subcommittee of
the UAL Board approved the compensation arrangement for Kathryn A.
Mikells, the company's Senior Vice President and Chief Financial
Officer effective Nov. 1, 2008.

In recognition of her increased level of responsibility as Senior
Vice President and Chief Financial Officer and based on a review
of external market data of chief financial officer compensation,
the Human Resources Subcommittee approved increases in her annual
salary, annual bonus opportunity and long-term incentive equity
awards.  Effective November 1, 2008, Ms. Mikells will receive an
annual salary of $525,000 and an annual incentive award
opportunity of 60% of annual salary.

The Human Resources Subcommittee also approved the grant of an
equity award to Ms. Mikells under the 2008 Incentive Compensation
Plan, effective Nov. 3, 2008.  The award will consist of 50,000
stock options and 30,000 shares of restricted stock, and will vest
at a rate of 25% annually over four years beginning on
Nov. 3, 2009.

                      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. 164, 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.


US ENERGY: Wants Until February 18 to Solicit Plan Acceptances
--------------------------------------------------------------
U.S. Energy Systems, Inc., and its debtor-affiliates ask the
United States Bankruptcy Court for the Southern District of New
York to further extend their exclusive period to solicit
acceptances of their Chapter 11 plan from Oct. 21, 2008, to Feb.
18, 2009.

A hearing is set for Oct. 14, 2008, at 10:00 a.m., to consider the
Debtors' motion.  Objections, if any, are due Oct. 9, 2008, at
4:00 p.m.

The Debtors' chief executive officer Richard J. Augustine said the
Debtors filed on Aug. 22, 2008, separate Chapter 11 plans for U.S.
Energy Overseas Investments LLC and GBGH LLC.  The Debtors
submitted to the Court a joint liquidating plan of reorganization
for USEO while a plan of reorganization for GBGH, Mr. Augustine
says.  According to Bloomberg News, explanatory disclosure
statements have not been filed.

Under the USEO plan, a liquidation trust will be formed and any
remaining assets -- including any proceeds from USEY's sale of
100% of the common stock of USEB and any residual ownership
interest in GBGH -- will be transferred into the trust for
liquidation and the subsequent distribution of net liquidation
proceeds to USEY equity holders.  GBGH plan includes, among other
things (i) the restructuring of GBGH's first lien debt through
issuance of a restructure first lien note, (ii) the execution of a
rights offering for the raising of at least $10 million of new
equity in GBGH, and (iii) the issuance of new warrants convertible
into equity interests in GBGH at to be established strike prices.

The Debtors say that they do not have sufficient time to (i) make
final amendments to the Chapter 11 plans before the solicitation
process expires on Oct. 22, 2008, and (ii) obtain approval of
disclosure statements regarding the Chapter 11 plans.

                       U.K. Plant Shutdown

On Aug. 23, 2008, the Knapton Plant, a 42MW natural gas-fired
electricity generating plant in the United Kingdom, was shut down
to perform scheduled maintenance and gas flows from the plant were
as well shut down in order to preserve gas reserves.  Upon the
completion of the scheduled maintenance work five days later,
attempts to restart the gas flows from the plan failed.  Ground
water that overtook the natural gas in the plant's reservoir was
blamed for the malfunction.

As a result, the inability to obtain gas production, electricity
production at the plant has been reduced to two to four hours per
day.  This will remain the case until new wells are drilled.  The
current business plan includes the drilling of new wells in early
2009.

According to the Debtors, these operational difficulties have
changed the short-term economics of the Chapter 11 Plans and
required additional time on the part of potential equity investors
to consider amendments to the Chapter 11 Plans, which the Debtors
are in the midst of negotiating.

A full-text copy U.S. Energy and U.S. Energy Overseas' Chapter 11
plan is available for free at http://ResearchArchives.com/t/s?3162

A full-text copy of GBGH's Chapter 11 plan is available for free
at http://ResearchArchives.com/t/s?3163

                       About U.S. Energy

Based in Avon, Connecticut, U.S. Energy Systems, Inc., (Pink
Sheets: USEY) --  http://www.usenergysystems.com/-- owns green  
power and clean energy and resources.  USEY owns and operates
energy projects in the United States and United Kingdom that
generate electricity, thermal energy and gas production.

The company filed for Chapter 11 protection on Jan. 9, 2008 (Bank.
S.D. N.Y. Case No. 08-10054).  Subsequently, 34 affiliates filed
separate Chapter 11 petitions.  Peter S. Partee, Esq., at
Hunton & Williams LLP, represents the Debtor in its restructuring
efforts.  Jefferies & Company, Inc., serves as the company's
financial advisor.  The Debtor selected Epiq Bankruptcy Solutions
LLC as noticing, claims and balloting agent.

The Official Committee of Unsecured Creditors has yet to be
appointed in these cases by the U.S. Trustee for Region 2.  When
the Debtors filed for protection from their creditors, they listed
total assets of $258,200,000 and total debts of $175,300,000.


VERTIS HOLDINGS: Works on ACG Merger Completion and Exit Financing
------------------------------------------------------------------
Following the confirmation of the Joint Prepackaged Plans of
Vertis Holdings, Inc., and ACG Holdings, Inc., on Aug. 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, Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware,
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.

For these reasons, the Vertis Debtors ask the Court 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 Sept. 25, 2008.

The requested extension, Mr. Collins asserts, 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.

                  About American Color Graphics

American Color Graphics Inc. -- http://www.americancolor.com/
--         
is one of North America's largest and most experienced full
service premedia and print companies, with eight print locations
across the continent, six regional premedia centers, photography
studios nationwide and a growing roster of customer managed
service sites.  The company provides solutions and services such
as asset management, photography, and digital workflow solutions
that improve the effectiveness of advertising and drive revenues
for their customers.

The company filed and its four affiliates filed for Chapter 11
protection on July 15, 2008 (Bank.D.Del. Case No. 08-11467).
Pauline K. Morgan, Esq. and Sean T. Greecher ,Esq., at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts.  Lehman Brothers, Inc. serves as the
company's financial advisors.  When the Debtors filed for
protection from their creditors they listed estimated assets of
$100 million to $500 million and estimated debts of $500 million
to $1 billion.

ACG Holdings, Inc. and American Color Graphics also filed
bankruptcy petition under the Companies' Creditors Arrangement Act  
before the Ontario Superior Court of Justice (Commercial List) on
July 16, 2008.  Jay A. Carfagnini, Esq., David B. Bish, Esq., and
Jason Wadden, Esq. at Goodmans LLP are their solicitors.
PricewaterhouseCoopers Inc. serves as their CCAA Information
Officer.

                     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.

(Vertis Bankruptcy News, Issue 7; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WACHOVIA BANK: Limits Schools' Access to Investment Fund
--------------------------------------------------------
Standard & Poor's Ratings Services is analyzing the effect on the
rated debt of colleges, universities, and independent schools of
the closure of the Commonfund Short Term Fund.  There are 1,007
educational institutions with investments in the fund, composed of
approximately 900 colleges and universities and 100 private,
independent schools.
     
Wachovia Bank N.A., the trustee of the fund, has announced that it
will close the fund.

On Sept. 29, 2008, Wachovia limited liquidity to 10% of each
participant investor's account value, and announced that the
remaining 90% of the fund would be available to investors over the
near term as securities in the portfolio mature and as advisors
are able to sell underlying securities in normalized markets.  
Already, the liquidity available to investors is a slightly higher
percentage (32.6%) than the amount expected on Sept. 29.
     
S&P sees two levels of risk for investors stemming from the limits
on liquidity.  First, a number of investors had been using the
fund as a source of liquidity for variable-rate demand bonds and
commercial paper.  S&P is evaluating whether it believes those
institutions still have sufficient liquidity to cover the purchase
price of bonds or notes that have been tendered but not
remarketed.  The recent inclusion of numerous external bank
facilities to provide additional liquidity for bonded debt is a
positive development in S&P's opinion, and many institutions have
already indicated they are using bank facilities exclusively to
cover their debt.

For those institutions that rely on a mix of liquidity, including
the Commonfund Short Term Fund or other closed money market funds,
a failure to provide sufficient coverage on outstanding put bonds
or notes could lead it to withdraw S&P's short-term ratings on
affected debt.
     
The investment of working capital and operational liquidity in the
short-term fund is another level of risk S&P sees for many
institutions.  Many institutions deposited tuition and fees for
the fall semester in the fund, expecting to use the money for
payroll and other operating expenses.  Standard & Poor's has
learned that the fund expects to return full principal to
institutions invested in the fund.  While the fund has some
exposure to credit risk, S&P believes the delay in receipt of
funds is a near-term risk to institutions.  The Commonfund
indicates that institutions can expect to receive 57% of invested
funds by Dec. 31, 2008, and 74% of invested funds by Dec. 31,
2009.

S&P expects the trustee's strategy of allowing withdrawals upon
maturity of the high quality, short-term investments to result in
full repayment of invested principal to institutions.  However,
the delay in receipt of funds that could be sizable for some
institutions could also affect payroll, debt repayments, and other
operating expenses.  The fund's assets totaled approximately
$9.3 billion and the investments by individual schools in the fund
ranged from thousands of dollars to several hundred million
dollars.  Once S&P obtains additional information, S&P will
provide an update.


WACHOVIA BANK: S&P Affirms Ratings on 19 Classes of Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust's series 2006-C28.  
Concurrently, S&P affirmed its ratings on 19 other classes from
this transaction.     

The downgrades reflect credit concerns with nine ($126.9 million,
4%) of the 18 ($430.6 million, 12%) loans in the pool that have a
reported debt service coverage level below 1.0x.  The affirmed
ratings reflect credit enhancement levels that provide adequate
support through various stress scenarios.
     
The nine loans that are credit concerns are secured by
multifamily, retail, and senior housing properties.  These loans
include five loans with a total exposure of $97.2 million (3%) on
the Carefree senior housing properties, which have a related
borrower.  The properties are located in the Las Vegas area.  The
nine other loans are in various stages of renovation or lease-up
and are not current credit concerns because S&P expects the recent
improvement in net cash flow to continue.

As of the Sept. 17, 2008, remittance report, the collateral pool
consisted of 207 loans with an aggregate balance of
$3.580 billion, compared with the same number of loans with a
balance of $3.595 billion at issuance.  The master servicer,
Wachovia Bank N.A., reported financial information for 96% of the
pool.  All of the servicer-provided information was full-year 2007
data.  Standard & Poor's calculated a weighted average DSC of
1.33x for the pool, compared with 1.39x at issuance.  All of the
loans in the pool are current with the exception of one loan
($26.4 million, 0.7%) that is more than 30 days delinquent.  None
of the loans in the pool are currently with the special servicer,
and the trust has not experienced any losses to date.
     
The top 10 loan exposures secured by real estate have an aggregate
outstanding balance of $1.509 billion (42%) and a weighted average
DSC of 1.31x, compared with 1.45x at issuance.  S&P attributes
this decline in DSC to the presentation of stabilized cash flows
at issuance for three of the top 10 loans (16% of the pool).  The
second- and fifth-largest loans are on the master servicer's
watchlist and are discussed below.  Standard & Poor's reviewed
property inspections provided by Wachovia for all of the assets
underlying the top 10 exposures, and all of the properties were
characterized as "good" or "excellent."

One loan, Montclair Plaza ($190 million, 5%), had credit
characteristics consistent with investment-grade obligations at
issuance, but no longer does.  Montclair Plaza is the third-
largest loan in the pool and is secured by 875,085 sq. ft. of a
1.35 million-sq.-ft. two-story enclosed mall near the I-10 freeway
in Montclair, California.  JCPenney, Sears, and Nordstrom anchor
the property.  The Macy's store, which is not part of the
collateral, is currently being redeveloped.  For the year ended
Dec. 31, 2007, DSC for this loan was 1.76x with 86.8% occupancy,
compared with a DSC of 1.89x and 99% occupancy at issuance.  
Operating expenses at the property have increased, and Standard &
Poor's adjusted NCF for this loan is down 7% since issuance.  
     
Wachovia reported a watchlist of 40 loans with an aggregate
outstanding balance of $804.9 million (22.4%).  The two largest
loans on the watchlist are:  

     -- The 1180 Peachtree Street loan ($193.8 million, 5%) is the
        largest loan on the watchlist and the second-largest loan
        in the pool.  The loan is secured by a newly constructed
        (built in 2006), 41-story, 670,000-sq.-ft. office building
        in Midtown Atlanta.  For the year ended Dec. 31, 2007, DSC
        was 1.07x, down from 1.39x at issuance.  The master
        servicer placed this loan on the watchlist because of the
        decline in DSC.  However, as of June 30, 2008, DSC
        increased to 1.20x for the trailing six-month period.  
        Since issuance, the property has undergone significant
        lease-up; rent roll has increased to 93% from 87%.  

     -- The second-largest loan on the watchlist and the fifth-
        largest loan in the pool is the 311 South Wacker loan
        ($158.6 million, 4%).  The loan is secured by the fee
        interest in a 1,281,000-sq.-ft., 65-story, class A office
        building in the downtown Chicago area.  The loan was
        placed on the watchlist because reported DSC had dropped
        to 0.66x as of Dec. 31, 2007.  However, as of June 30,
        2008, DSC had increased to 1.04x for the six-month period.  
        At issuance, occupancy at the property was 71% due to
        recent lease expirations; however, as of June 30, 2008,
        occupancy increased significantly to 86.0%.

Standard & Poor's identified six properties ($39.4 million; 1%) in
areas affected by Hurricane Ike.  Wachovia could not confirm
whether the properties were damaged.  Five of the six loans have
wind/hail and flood insurance, and one loan has flood insurance.   

Standard & Poor's stressed some of the loans on the watchlist,
along with other loans with credit issues, as part of its pool
analysis.  The resultant credit enhancement levels support the
lowered and affirmed ratings.

                           Ratings Lowered

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2006-C28

                 Rating
                 ------
Class       To        From   Credit enhancement
-----       --        ----   ------------------
L           BB-       BB           2.39%
M           B+        BB-          2.01%
N           B         B+           1.88%
O           B-        B            1.63%
P           CCC+      B-           1.38%

                         Ratings Affirmed

Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2006-C28
  
Class     Rating            Credit enhancement
-----     ------            ------------------
A-1       AAA                    30.13%
A-2       AAA                    30.13%
A-PB      AAA                    30.13%
A-3       AAA                    30.13%
A-4       AAA                    30.13%
A-4FL     AAA                    30.13%
A-1A      AAA                    30.13%
A-M       AAA                    20.08%
A-J       AAA                    12.30%
B         AA+                    11.67%
C         AA                     10.04%
D         AA-                     9.16%
E         A                       7.78%
F         A-                      6.65%
G         BBB+                    5.52%
H         BBB                     4.39%
J         BBB-                    3.14%
K         BB+                     2.64%
IO        AAA                      N/A


N/A -- Not applicable.


WACHOVIA CORP: Court Extends Exclusivity Pact With Citigroup
------------------------------------------------------------
The Hon. Charles Ramos of the Supreme Court of the State of New
York granted Citigroup Inc. an emergency injunctive relief
extending the company's Exclusivity Agreement with Wachovia Corp.
until further order of the court.  This relief was granted over
the objection of Wachovia.

On Sept. 29, Citigroup and Wachovia disclosed an agreement-in-
principle for Citigroup to acquire all of the banking subsidiaries
of Wachovia.  

             Wachovia-Wells Fargo Merger Agreement

On Oct. 3, 2008, Wachovia and Wells Fargo & Company signed a
definitive agreement for the merger of the two companies,
including all of Wachovia's banking operations in a whole company
transaction requiring no financial assistance from the Federal
Deposit Insurance Corporation or any other government agency.

Under the agreement, Wells Fargo will acquire all outstanding
shares of common stock of Wachovia in a stock-for-stock
transaction.  Wells Fargo will acquire all of Wachovia Corporation
and all its businesses and obligations, including its preferred
equity and indebtedness, and all its banking deposits.  Wachovia
shareholders will receive 0.1991 shares of Wells Fargo common
stock in exchange for each share of Wachovia common stock.  The
transaction, based on Wells Fargo's closing stock price of $35.16
on Oct. 2, 2008, is valued at $7.00 per Wachovia common share for
a total transaction value of approximately $15.1 billion.  
Wachovia has almost 2.2 billion common shares outstanding.  The
agreement requires the approval of Wachovia shareholders and
customary approvals of regulators.

Wells Fargo will record Wachovia's credit-impaired assets at fair
value.  The acquisition is expected to exceed Wells Fargo's
internal rate of return goal and add to Wells Fargo's earnings per
share in the first year of operations, excluding integration
costs, write-downs, transaction charges, and credit reserve build.  
Wells Fargo expects to incur merger and integration charges of
approximately $10 billion.  To maintain its strong capital
position, Wells Fargo intends to issue up to $20 billion of new
Wells Fargo securities, primarily common stock.

Wells Fargo Chairman Dick Kovacevich said that the merger provides
superior value compared to the previous offer to acquire only the
banking operations of the company.  Wachovia shareholders, says
Mr. Kovacevich, will benefit from holding the stock of a strong
financial institution, the U.S. bank with the highest credit
ratings and with a long history of increasing dividends on its
common stock.  

The combined company will have a strong presence in Charlotte,
which will be the headquarters for the combined company's East
Coast retail and commercial and corporate banking business.  St.
Louis will remain the headquarters of Wachovia Securities.  In
addition, three members of the Wachovia Board will be invited to
join the Wells Fargo & Company Board when the transaction is
completed.

Wells Fargo's President and CEO John Stumpf stated that the merged
company will retain as many of Wachovia's employees as possible.

Wells Fargo's Chief Financial Officer Howard Atkins said, "As
always, we only consider acquisitions that add to earnings per
share no later than the third year after purchase and earn an
internal rate of return of at least 15 percent.  This acquisition
comfortably exceeds all our financial requirements.  This is a
unique opportunity to expand both our Community Banking and
Wholesale Banking presence in current markets and enter some new
markets by acquiring another full service financial services
retail banking company with a strong culture of customer service
and community involvement very similar to ours."

In connection with the agreement, Wachovia and Wells Fargo entered
into a share exchange agreement under which Wachovia is issuing
Wells Fargo preferred stock that votes as a single class with
Wachovia's common stock representing 39.9% of Wachovia's voting
power.

Wells Fargo was advised on the transaction by Wachtell, Lipton,
Rosen & Katz and JPMorgan Securities, Inc. was the exclusive
financial advisor to Wells Fargo.  Wachovia was advised on the
transaction by Sullivan & Cromwell LLP, Goldman Sachs & Co. and
Perella Weinberg Partners.

     Citigroup Complaint on Wells Fargo - Wachovia Merger

Citigroup Inc. said last week that Wachovia's agreement to a
transaction with Wells Fargo is in clear breach of Citigroup's
Exclusivity Agreement with Wachovia.  

The Exclusivity Agreement provides, among other things, that
Wachovia will not enter into any transaction with any party other
than Citigroup, and will not participate in any discussions or
negotiations with any third party.  The Exclusivity Agreement also
provides that the parties would be irreparably harmed by any
breach of the agreement and that the remedy of specific
performance of the agreement is appropriate.

At the time the Wachovia-Wells Fargo transaction was disclosed,
Citigroup was finalizing the agreements required to consummate its
FDIC-assisted open bank transaction with Wachovia.   Citigroup has
been providing liquidity support to Wachovia since the day of the
announcement.  Citigroup said it was negotiating in good faith and
nearly completed the definitive agreements required to consummate
the Citigroup-Wachovia transaction that was disclosed last week.   
The value of the Citigroup agreement to Wachovia shareholders was
substantially in excess of Wachovia's closing price on Oct. 2.  
Citigroup has also been providing liquidity support to Wachovia
Bank since last week.

Citigroup has demanded that Wachovia and Wells Fargo terminate and
not proceed with any proposed transaction.

FDIC's Chairperson Sheila Bair said, "Since the close of our
bidding process, Wells has apparently re-assessed its position and
come forth with this new offer that does not require FDIC
assistance.  It should be emphasized that both the Citigroup
proposal as well as the new Wells proposal would stand behind all
creditors including depositors, insured and uninsured.  Under
either proposal, all banking customers of the merged institutions
would be fully covered with no disruptions in service."

"The FDIC stands behind its previously announced agreement with
Citigroup.  The FDIC will be reviewing all proposals and working
with the primary regulators of all three institutions to pursue a
resolution that serves the public interest," Ms. Bair stated.

         Citigroup's Exclusivity Agreement With Wachovia

As indicated by Citigroup in court filings, the Exclusivity
Agreement, while in effect, unconditionally bars Wachovia from
negotiating or entering into a merger or acquisition agreement
with any party other than Citigroup.

Under the judicial order, Citigroup and Wachovia must appear
before Judge Ramos on Oct. 10, 2008.  

Citigroup is prepared to continue negotiations with Wachovia on
the parties' previously agreed-to transaction.  Citigroup remains
willing to enter into an agreement with Wachovia which the company
believes would deliver powerful capabilities of the two entities
to their respective stakeholders.

         Wachovia Seeks to Proceed Merger With Wells Fargo

Patricia Hurtado and David Glovin at Bloomberg News report that
Wachovia asked at an emergency hearing in Manhattan the the U.S.
District Court Judge John Koeltl to ignore Judge Ramos' ruling on
the company's Exclusivity Agreement with Citigroup and allow its
merger with Wells Fargo to proceed.  Judge Ramos didn't have
jurisdiction to block the Wells Fargo bid, the report says, citing
Wachovia.

According to Bloomberg, the attorneys for Wachovia told Judge
Koeltl that the $700 billion federal bailout of the banking
industry includes language that permits Wells Fargo to step in.  
Citing David Boies, the attorney for Wachovia, the report says
that the  bailout law allows Wachovia to entertain a superior bid.

Bloomberg relates that Judge Koeltl said that it Wachovia seemed
to have the "superior argument," and declined to rule on the
dispute, giving the parties until Oct. 7 to file briefs on the
matter.  The report says that Wachovia and Citigroup legal
representatives said they were prepared for a trial in the case.  
Judge Koeltl said that another judge would be assigned to the
case, according to the report.

Wells Fargo and Wachovia will proceed with their merger, Bloomberg
states.  Wells Fargo said in a statement that they "have a firm,
binding merger agreement."

                       About Citigroup Inc.

Headquartered on New York City, Citigroup Inc., a.k.a. Citi (NYSE:
C) -- http://www.citigroup.com/citigroup/-- a leading global  
financial services company, has some 200 million customer accounts
and does business in more than 100 countries, providing consumers,
corporations, governments and institutions with a broad range of
financial products and services, including consumer banking and
credit, corporate and investment banking, securities brokerage,
and wealth management.  The company's major brand names include
Citibank, CitiFinancial, Primerica, Smith Barney, Banamex, and
Nikko.

                       About Wells Fargo

Wells Fargo & Company -- http://wellsfargo.com-- is a diversified  
financial services company with $609 billion in assets, providing
banking, insurance, investments, mortgage and consumer finance
through almost 6,000 stores and the internet across North America
and elsewhere internationally.

                  About Wachovia Corporation

Based in Charlotte, North Carolina, Wachovia Corporation (NYSE:WB)
-- http://www.wachovia.com/-- is one of the nation's diversified  
financial services companies, with assets of $812.4 billion at
June 30, 2008.  Wachovia provides a broad range of retail banking
and brokerage, asset and wealth management, and corporate and
investment banking products and services to customers through
3,300 retail financial centers in 21 states from Connecticut to
Florida and west to Texas and California, and nationwide retail
brokerage, mortgage lending and auto finance businesses.  Clients
are served in selected corporate and institutional sectors and
through more than 40 international offices.  Its retail brokerage
operations under the Wachovia Securities brand name manage more
than $1.1 trillion in client assets through 18,600 registered
representatives in 1,500 offices nationwide.  Online banking is
available at wachovia.com; online brokerage products and services
at wachoviasec.com; and investment products and services at
evergreeninvestments.com.

Wachovia is exposed to large mortgage losses as a result of its
2006 purchase of mortgage lender Golden West Financial Corp.,
according to The Wall Street Journal.  The company, WSJ stated,
now believes total losses for Golden West's payment option loan
portfolio could eventually reach 12%, up from previous forecasts.

Wachovia has lowered its second-quarter results to account for a
possible legal settlement.  Wachovia said its second-quarter net
loss will be $9.11 billion instead of $8.86 billion.  It has
disclosed a $500 million pretax increase to legal reserves.
Wachovia has also disclosed plans to lay off 6,950 people to
reduce expenses.  

As reported in the Troubled Company Reporter on Oct. 2, 2008,
Moody's Investors Service lowered Wachovia Corporation's preferred
stock rating to Ba3 from A3 and placed it under review with
direction uncertain.  

As reported in the Troubled Company Reporter on Oct. 1, 2008,
Standard & Poor's Ratings Services placed all its ratings on
Wachovia Corp. and Wachovia Bank on CreditWatch with negative
implications.  S&P also lowered its DRD Series J and K
and convertible preferred stock Series L ratings on Wachovia
Corporation to 'BB' from 'A-', as these securities will not be
acquired and will continue to reside with the new Wachovia.


WAVERLY GARDENS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Waverly Gardens of Memphis, LLC
        dba Waverly Gardens
        6539 Knight Arnold Road
        Memphis, TN 38115

Bankruptcy Case No.: 08-30218

Type of Business: The Debtor operates a retirement home facility.  
                  See: http://www.waverlygardens.com/

Chapter 11 Petition Date: October 2, 2008

Court: Western District of Tennessee (Memphis)

Judge: Paulette J Delk

Debtor's Counsel: Michael P. Coury, Esq.
                  mpcoury@farris-law.com
                  Farris Bobango Branan PLC
                  One Commerce Square
                  40 S. Main St., Suite 2000
                  Memphis, TN 38103
                  Tel: (901) 259-7100
                  Fax: (901)328-1582

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Paul Mattila                   2007- 2008            %146,651
Shelby County Trustee          Property taxes
P. O. Box 2751              
Memphis, TN 38101-2751

Treasurer, City of Memphis     2008 Property         $126,781
125 N. Main, Room 375          Taxes
Memphis, TN 38103-2080            

MLG&W                                                $78,848
P. O. Box 388               
Memphis, TN 38145-0388      

U. S. Foodservice, Inc.                              $59,137

HVAC Technologies                                    $13,757

Caruthers & Associates, Inc.                         $11,489

Direct Supply Equipment                              $9,830

Focus Receivables Mgt. for                           $6,498
AT&T                                                 

Turf Concepts, LLC                                   $4,578

Sam's Club                                           $4,574

Tennessee Dept. of Revenue                           $4,011

All Star Waste, LLC                                  $3,295

tw telecom                                           $3,224

Terminix International                               $3,105

Interim Healthcare of                                $2,911
Memphis, Inc.                

Topmost Chemical & Paper                             $2,545
Corp.                       

Mid South Security Group,                            $2,443
LLC                         

Comcast Spotlight in                                 $2,262
Memphis                      

J & L Janatorial Services,                           $2,160
LLC                          

GCS Service, Inc.                                    $1,891
                       

WESTSIDE RESORT: Case Summary & Nine Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Westside Resort, LLC, Debtor
        3750 West 500 South
        Salt Lake City, UT 84104

Bankruptcy Case No.: 08-26697

Chapter 11 Petition Date: October 2, 2008

Court: District of Utah (Salt Lake City)

Debtor's Counsel: Andres' Diaz, Esq.
                  courtmail@adexpresslaw.com
                  1 On 1 Legal Services
                  307 West 200 South, Suite 3004
                  Salt Lake City, UT 84101
                  Tel: (801) 596-1661
                  Fax: (801) 359-6803

Estimated Assets: Less than $50,000

Estimated Debts: $10,000 to $50,000,000

Debtor's Nine Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Carval Investors                                     $27,500,000
12700 White Water Drive       
Hopkins, MN 55343

SCI Investments, LLC                                 $3,400,000
4084 South 300 West           
Farmington, UT 84025

Jordanelle Special Services    Additional Account    $239,886
District                      
P.O. Box 519                  
Heber City, UT 84032

OZ Architects                  Architecture          $97,679

DPL Phase I. Inc.              Consultation          $96,000
                               Services
                   
Design Workshop                Site                  $87,185
                               Analysis/Marketing
Aspen, CO 81611               

Gateway Consultation           Engineering           $48,420

Epic Engineering               Staking               $37,176
                               Engineering

Universal Business Insurance   Insurance             $695


WHITEHALL JEWELERS: Grant Thornton LLP Quits as Accountant
----------------------------------------------------------
Whitehall Jewelers Holdings Inc. disclosed in a Securities and
Exchange Commission filing that Grant Thornton LLP resigned the
company's registered public accounting firm.

The reports of Grant Thornton on the company's consolidated
financial statements as of and for the years ended Feb. 2, 2008,
and Jan. 31, 2007, did not contain an adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles.

During the Company's two most recent fiscal years, as well as the
subsequent interim period through Aug. 1, 2008, there were no
disagreements between the Company and Grant Thornton on any matter
of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.

                    About Whitehall Jewelers  

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings
Inc. -- http://www.whitehalljewellers.com/-- owns and operates      
375 stores jewelry stores in 39 states.  The company operates
stores in regional and regional shopping malls under the brand
names Whitehall Jewellers, Marks Bros.  Jewellers and Lundstrom
Jewellers.  The Debtors' retail stores operate under the names
Whitehall (271 locations), Lundstrom (24 locations), Friedman's
(56 locations, and Crescent (22 locations).  As of June 23, 2008,
the Debtors have about 2,852 workers.

The company and its affiliates, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, represent the Debtors in their restructuring efforts.  
Epiq Bankruptcy Solutions LLC is their claims, noticing and
balloting agent.

When the Debtors filed for protection against their creditors,
they listed total assets of $207,100,000 and total debts of
$185,400,000.


WICKES FURNITURE: To Sell Headquarters at Nov. 10 Auction
---------------------------------------------------------
Bill Rochelle of Bloomberg News reports that Wickes Furniture Co.,
Inc. and its debtor-affiliates plan to hold an auction on Nov. 10,
2008, for their former corporate headquarters and clearance center
in Wheeling, Illinois.  A buyer isn't yet under contract,
according to the report.

The property has 210,000 square feet on an 11.3-acre site,
according to the report.

The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Oct. 14 to consider the Debtors' request for
approval of competitive bidding and sales procedure.  According to
the report, the Debtors require competing bids to be submitted by
Nov. 5, and a hearing to consider approval of the successful bid
as well as the asset sale on Nov. 18.

Based in Wheeling, Illinois, Wickes Furniture Company, Inc. --
http://www.wickesfurniture.com/-- is a furniture retailer in the
U.S. with 43 retail stores serving greater Chicago, Los Angeles,
Las Vegas, and Portland.  Founded in 1971, Wickes offers room
packages featuring complete living rooms, dining rooms, bedrooms
as well as bedding, home entertainment, accessories and accent
furniture.  Wickes employs more than 1,700 employees and offers
products from leading furniture and bedding manufacturers.

The company and two of its debtor-affiliates filed for Chapter 11
protection on Feb. 3, 2008 (Bankr. D. Del. Lead Case No.
08-10213).  Nancy Peterman, Esq., at Greenberg Traurig LLP, in
Florida and Sandra G. Selzer, Esq., at Greenberg Traurig LLP, in
Delaware represent the Debtors in their restructuring efforts.
The Debtors selected Epiq Bankruptcy Solutions LLC as claims,
noticing and balloting agent.  The U.S. Trustee for Region 3
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors.  Margaret M. Manning, Esq., at Whiteford
Taylor & Preston in Wilmington, Delaware, represents the Committee
in these cases.  Wickes Furniture Company's schedules show total
assets of $95,503,244 and total liabilities of $153,787,895.
Wickes Holding's schedules show total assets of $15,108,493 and
total liabilities of $79,535,472.


WILL WILLIAMS: Voluntary Chapter Case Summary
---------------------------------------------
Debtor: Will James Williams
        aka The Willliams Family Trust udtd January 1, 1999
        aka Will Williams
        dba Fresno Altas Realty, Inc.
        777 First Street
        Gilroy, CA 95020

Bankruptcy Case No.: 08-55617

Chapter 11 Petition Date: Oct. 1, 2008

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Robert C. Borris, Jr., Esq.
                  RBorrisjr@aol.com
                  Law Offices of Robert C. Borris Jr.
                  21550 Foothill Blvd., 2nd Floor
                  Hayward, CA 94541
                  Tel: (510) 581-7111

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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


WP HICKMAN: Accounting Discrepancies Blamed for Chapter 11 Filing
-----------------------------------------------------------------
W.P. Hickman Systems, Inc., and its two affiliates filed voluntary
petitions under Chapter 11 in the United States Bankruptcy Court
for the Western District of Pennsylvania, citing accounting
irregularities, fraudulent transfers of former insiders and
subordinated debt holders, and a lender's unwillingness to
refinance a loan for their troubles.

In September 2004, the company together with its two non-debtor
wholly owned subsidiaries, CDI Restoration Services Inc. and
Contractors Diversified Inc., entered into a credit facility and
security agreement with FirstMerit Bank, N.A., regarding a
$5 million revolving credit facility and $3 million in Term Loan.  
To secure the Revolver and Term Loan obligation, FirstMerit
asserted first lien in and security on substantially all of the
company's real and personal assets.

W.P. Hickman has satisfied all outstanding amounts due under the
Term Loan.

Before it filed for protection from its creditors, the Revolver
and a lock box account served as W.P. Hickman's cash management
system, wherein all of its receivables were deposited into a
lock box held at FirstMerit and applied to reduce the amount
outstanding under the Revolver.  In turn, W.P. Hickman would
request advances under the Revolver to fund its day-to-day
operating obligations.

The Revolver's maturity date was extended from Oct. 31, 2007, to
July 30, 2008, pursuant to numerous amendments.  On July 29, 2008,
the company and FirstMerit entered into certain Forbearance and
Amendment Agreement, whereby FirstMerit agreed to extend the
maturity of the Revolver to September 30, 2008, and forebear
from exercising its rights under the Revolver and related loan
documents until that date.  During the forbearance period, W.P.
Hickman used its best efforts to secure alternative financing to
refinance the Revolver.

W.P. Hickman obtained a written letter of intent from Valens US
SPV I, LLC to refinance the Revolver but terminated the
transaction citing troubled credit market.

As a result of Valens' termination, FirstMerit refused to advance
funds under the Revolver even though the Debtors had more than
$680,000 available to them under the Revolver's receivables
borrowing base.  FirstMerit continued to collect the receivables
in the lock box and apply them to the Revolver.  Under the
forbearance agreement, the borrowing base was lowered from 85% to
75%.

According to the company, when it contacted FirstMerit to
discuss why the Revolver was prematurely terminated and requested
a further extension, FirstMerit refused to engage in any
constructive discussions notwithstanding the Debtors' offer to
provide approximately $4 million in additional collateral.

As of the company's bankruptcy filing, the aggregate amount
outstanding under the Revolver was approximately $3 million.

The company said that FirstMerit intends to aggressively pursue
all available legal remedies, including requesting the appointment
of a receiver and liquidation of its assets.

In addition to the financial stress, W.P. Hickman it certain
accounting irregularities and potentially fraudulent activities in
excess of $5 million by former insiders and subordinated debt
holders.  Lawsuits against certain of these insiders are pending
before the Court.

According to papers filed with the Court, the company listed
assets and debts of between $10,000,000 and $50,000,000 each.  The
company owes $1,443,345 to unsecured creditors including Soprema,
Inc., of Cleveland, Ohio, which is owed $480,739; Tucker Arensburg
of Pittsburg, Pennsylvania, owed $174,399; and Thomas Hine of
Cleveland, Ohio, owed $87,177.

W.P. Hickman's affiliates are Hickman Manufacturing Inc., and
A.M. Technologies Inc.  Hickman Manufacturing is the company's
manufacturing operations in Wampun, Pennsylvania.  A.M.
Technologies offers asset management services to control roofing
expenses, among other things.

Paul J. Cordaro, Esq., at Campbell & Levine, LLC, represents the
Debtors in their restructuring efforts.

                             Financial

In fiscal years ending May 31, 2007 and 2008, the company
generated gross revenues of approximately $29 million and
$27 million, respectively.   The company posted a taxable
gain of approximately $1.9 million in 2007 and a taxable loss of
approximately $1.3 million in 2008.

Through the first quarter 2009, the W.P. Hickman posted gross
revenues of approximately $13 million and, due to implementation
of significant cost reductions, has generated a profit of
approximately $1 million.  W.P. Hickman says that it is operating
on a cash positive basis and is paying its day-to-day debts as
they become due.

                        About W.P. Hickman

Headquartered in Solon, Ohio, W.P. Hickman Systems Inc. --
http://www.wphickman.com/-- offers commercial roofing products
and engages in providing services to federal government through
its GSA certification.  It is involved in major buying groups,
including Sodexho-USA, Horizon Resource Group and U.S Community
Services.


WP HICKMAN: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: W.P. Hickman Systems, Inc.
        30700 Solon Industrial Parkway
        Solon, OH 44139

Bankruptcy Case No.: 08-26591

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Hickman Manufacturing Inc.                         08-26591
A.M. Technologies Inc.                             08-26591

Type of Business: The Debtors offer commercial roofing products.  
                  The Debtors engage in providing services to
                  federal government through its GSA certification
                  and are involved in major buying groups
                  including Sodexho-USA, Horizon Resource Group
                  and U.S Community Services.

                  See: http://www.wphickman.com/

Chapter 11 Petition Date: October 2, 2008

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Paul J. Cordaro, Esq.
                  pjc@camlev.com
                  Campbell & Levine LLC
                  1700 Grant Building
                  Pittsburgh, PA 15219
                  Tel: (412) 261-0310
                  Fax: (412) 261-5066

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Soprema, Inc.                  Trade Creditor        $480,739
P.O. Box 75755                
Cleveland, OH 44101           

Tucker Arensburg               Trade Creditor        $174,399
1500 One PPG Place            
Pittsburgh, PA 15222          

Thompson Hine                  Trade Creditor        $87,177
3900 Key Center
127 Public Square
Cleveland, OH 44114-1291

RDF Trucking, Inc.             Trade Creditor        $76,517

Premium Loan Services, Inc.    Trade Creditor        $69,675

Hollywood Beach Marriott       Trade Creditor        $66,507

Maloney & Novotny, LLC         Trade Creditor        $65,925

Creation Industries            Trade Creditor        $55,036

Anthem BCBS OH Group           Trade Creditor        $51,859

Metal-Era, Inc. Roof Edge      Trade Creditor        $51,084
Systems

Wickens, Herzer, Panza &       Trade Creditor        $40,779
Cook                        

PA Department of Revenue       Trade Creditor        $39,351

Black Warrior Roofing, Inc.    Trade Creditor        $37,051

Dawson Insurance, Inc.         Trade Creditor        $33,879

William Holman                 Trade Creditor        $33,000

AKHIA                          Trade Creditor        $28,104

Cunningham & Associates        Trade Creditor        $26,290

Renner Otto Boisselle &        Trade Creditor        $25,973
Sklar, LLP


ZVUE CORP: Names Ulysses Curry Jr. as Chairman and Interim CEO
--------------------------------------------------------------
ZVUE Corporation disclosed in a Securities and Exchange Commission
filing that its Board of Directors has elected Ulysses S. Curry
Jr., as Chairman and Interim CEO, effective Sept. 19, 2008.

Mr. Curry, a current ZVUE board member, has over 25 years of
corporate lending and financing experience with institutions
including Bank of America, Citicorp, Xerox Credit Corporation, and
ITT Capital.  He is also the former CFO of Accuray Incorporated
(NASDAQ: ARAY), where he was instrumental in the Company's equity
restructuring and capital raising efforts. He successfully
implemented changes that allowed the company to achieve its
operational, strategic and financial objectives.

Mr. Curry Jr., Chairman of the Board and Interim CEO, commented,
"I am excited to become ZVUE's interim CEO. Although our company
is going through a difficult period, we still have great
opportunities in front of us, and I am looking forward to
executing on those opportunities." Mr. Curry concluded, "I would
personally like to thank Jeff for his leadership and tireless
efforts over the past four years to bring the Company this far,
and positioning the Company for future growth, and further thank
the entire board of directors who remain committed to improving
shareholder value by unlocking the true value of our assets going
forward."

                         About ZVUE Corp.

Based in San Francisco, ZVUE Corporation (Nasdaq: ZVUE)
-- http://www.zvue.com/-- is a global digital entertainment     
company.  ZVUE(TM) personal media players are mass-market priced
and currently available for purchase online and in Wal-Mart stores
throughout the U.S.

                       Going Concern Doubt

Salberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about ZVUE Corp.'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 net loss of $18,188,833 and net cash used
in operations of $12,156,127 for the year ended Dec. 31, 2007, and  
accumulated deficit of $41,218,007 at Dec. 31, 2007.

The company has incurred losses and negative cash flows from
operations and has an accumulated deficit at June 30, 2008, of
$56,897,000.  The company posted $8,120,000 in net losses on
$1,737,00 for the quarter ended June 30, 2008.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $5,002,000 in total current assets
available to pay $6,856,000 in total current liabilities.


* Fitch Downgrades Ratings on 25 Tranches from Eight CLOs
---------------------------------------------------------
Fitch Ratings has downgraded 25 tranches from 8 total rate of
return collateralized loan obligations and affirmed 10 tranches
from 5 TRR CLOs.  In addition, Fitch places two tranches from two
TRR CLOs on Rating Watch Negative.

The actions are a result of the continued decline in loan prices
in the secondary market, as evidenced by a drop in the average
loan price as reported by the Loan Syndications and Trading
Association to 82.12 as of Sept. 30, 2008 from 85.91 as of
Sept. 15, 2008.

Since the last rating actions taken on Sept. 17, 2008, Fitch has
confirmed that three transactions have breached their TRS
Termination triggers.  In two instances, the total return swap
counterparties have delivered a TRS notice of termination which
has required a liquidation of the collateral.

Fitch also estimates that there are an additional seven
transactions that are deemed to be within 4 points of their
respective termination triggers.  The potential for additional
loan prices declines could be exacerbated by further portfolio
liquidations.

These rating actions are effective immediately:

Loan Funding Corp 2003-1
  -- $25,000,000 class A notes remain at 'B', placed on Rating
     Watch Negative.

  -- $12,000,000 class B notes remain at 'CCC'.

Boston Light Structured Enhanced Return Vehicle Trust I (Boston
Light SERVES)
  -- $13,000,000 class A-1 downgraded to 'CCC' from 'BB';
  -- $25,666,000 class A-2 downgraded to 'CCC' from 'BB';
  -- $4,667,000 class B-1 downgraded to 'CCC' from 'B';
  -- $20,000,000 class B-2 downgraded to 'CCC' from 'B'.

Rivendell Loan Fund, LLC
  -- $28,750,000 Class A Notes downgraded to 'CCC' from 'B';
  -- $18,750,000 Class B Notes remain at 'CCC'.

Structured Enhanced Return Vehicle Trust Securities 2004-1, Ltd.
(SERVES 2004-1)
  -- $47,500,000 Class A Notes remain at 'CCC'.

Malibu Loan Fund, LLC
  -- $110,800,000 Class B Notes remain at 'B', placed on Rating
     Watch Negative.

INVESCO Navigator Fund
  -- $125,000,000 securities remain at 'CCC'.

Structured Enhanced Return Vehicle Trust, series 2001-6 (SERVES
2001-6)
  -- $71,250,000 notes remain at 'BBB+'.

CENT Income Opportunity Fund I, LLC
  -- $100,000,000 income notes remain at 'CCC'.

Structured Enhanced Return Vehicle Trust, series 1998-1 (SERVES
1998-1)
  -- $87,084,000 notes downgraded to 'CCC' from 'BB'.

Bryn Mawr CLO II Ltd., (Bryn Mawr)
  -- $126,000,000 class A-1 revolving notes, downgraded to 'B'
     from 'BB';

  -- $250,000,000 class A-2 term notes to downgraded 'B' from
     'BB';

  -- $20,000,000 class B notes downgraded to 'CCC' from 'B';
  -- $40,223,000 class C notes downgraded to 'CCC' from 'B';
  -- $27,865,000 class D notes remain at 'CCC';
  -- $900,000 class E-1 notes remain at 'CCC';
  -- $900,000 class E-2 notes remain at 'CCC';

Fall Creek CLO, Ltd.
  -- $157,500,000 class A-1 revolving notes to 'B' from 'BB';
  -- $312,500,000 class A-2 notes to 'B' from 'BB';
  -- $29,167,000 class B notes to 'CCC' from 'B';
  -- $47,000,000 class C notes remain at 'CCC';
  -- $6,857,000 class D-1 notes remain at 'CCC';
  -- $5,167,000 class D-2 notes remain at 'CCC'.

LCM VII, Ltd.
  -- $126,000,000 class A-1 revolving notes downgraded to 'B' from
     'BB';

  -- $250,000,000 class A-2 term notes downgraded to 'B' from
     'BB';
  -- $20,000,000 class B notes downgraded to 'CCC' from 'B';
  -- $42,763,000 class C notes downgraded to 'CCC' from 'B';
  -- $29,040,000 class D notes remain at 'CCC';
  -- $937,000 class E-1 notes remain at 'CC';
  -- $937,000 class E-2 notes remain at 'CC'.

PPM Riviera Loan Fund, Ltd.
  -- $21,735,000 class A-1 notes downgraded to 'C' from 'CCC';
  -- $11,665,000 class A-2 notes downgraded to 'C' from 'CCC';
  -- $22,000,000 class B notes to 'C' from 'CC'.

Castle Harbor II, Ltd.
  -- $21,000,000 class A notes downgraded to 'C' from 'CCC';
  -- $26,000,000 class B-1 notes downgraded to 'C' from 'CCC';
  -- $10,000,000 class B-2 notes downgraded to 'C' from 'CCC';
  -- $3,000,000 class C notes downgraded to 'C' from 'CCC';
  -- $8,350,000 combination notes downgraded to 'C' from 'CCC'.

Structured Enhanced Return Vehicle Trust, series 2006-1 (SERVES
2006-1)
  -- $157,500,000 class A-1 revolving notes remain at 'BB';
  -- $312,500,000 class A-2 notes remain at 'BB';
  -- $29,167,000 class B notes remain at 'CCC';
  -- $50,000,000 class C notes remain at 'CCC';
  -- $2,080,000 class D-1 notes remain at 'CCC';
  -- $2,087,000 class D-2 notes remain at 'CCC'.


* Default Rate Continues to Rise in September, S&P Report Says
--------------------------------------------------------------
As the downturn in the financial markets continues its nosedive,
corporate defaults in the U.S. continue to rise, said an article
published by Standard & Poor's.
     
Relevant credit metrics in the U.S. show continued deterioration
of credit quality alongside a prolonged contraction of new
issuance and tightening credit conditions.
     
The number of corporate defaults continues to rise as expected,
with nine U.S. defaults in September, bringing the year-to-date
total to 61, according to the article, titled "U.S. Credit Metrics
Monthly: Default Rate Continued To Rise In September."  This
includes the notable defaults of Lehman Brothers and Washington
Mutual and their subsidiaries. This easily exceeds the combined 16
and 22 defaults in full-years 2007 and 2006, respectively.
     
The preliminary estimate for the U.S. 12-month-trailing
speculative-grade default rate in September is 2.68% (subject to
revision), roughly in line with 2.5% in August and higher than the
0.97% reported in December 2007.

"We expect the speculative-grade default rate to escalate to a
mean forecast of 4.9% by August 2009, but it could reach as high
as 8.5% if economic conditions are worse than expected," said
Diane Vazza, head of Standard & Poor's Global Fixed Income
Research Group.


* S&P: Striving Economy & Jittery Markets Rattle Sr. Living Sector
------------------------------------------------------------------
Dwindling investment returns, diminishing home equity values, and
the shaky economy are causing many senior citizens to reevaluate
plans to move to senior-living communities or housing, according
to a report published by Standard & Poor's Ratings Services.  The
article, "Economic Woes And Shaky Markets Are Likely To Weaken The
U.S. Not-For-Profit Senior-Living Sector," also says that since
many communities rely on investment and other nonoperating income
to produce positive excess margins, S&P can expects balance sheet
ratios and debt service coverage to retreat, possibly affecting
Standard & Poor's ratings and outlooks on certain senior-living
issues.

"While the ratings distribution of the 85 issues that make up
Standard & Poor's senior-living sector portfolio remained stable
in 2008, downgrades exceeded upgrades for the first time in three
years," said Standard & Poor's credit analyst Karl Propst.  "In
addition, our negative outlooks have started to trend higher, with
the number of positive outlooks remaining flat," said Mr. Propst.

Counterbalancing the expected periods of financial instability is
the continued strong demand for services by seniors as their ranks
increase in concert with overall demographical trends.


* S&P: Wachovia's Commonfund Closing May Affect Higher Education
----------------------------------------------------------------
Standard & Poor's Ratings Services is analyzing the effect on the
rated debt of colleges, universities, and independent schools of
the closure of the Commonfund Short Term Fund.  There are 1,007
educational institutions with investments in the fund, composed of
approximately 900 colleges and universities and 100 private,
independent schools.
     
Wachovia Bank N.A., the trustee of the fund, has announced that it
will close the fund.

On Sept. 29, 2008, Wachovia limited liquidity to 10% of each
participant investor's account value, and announced that the
remaining 90% of the fund would be available to investors over the
near term as securities in the portfolio mature and as advisors
are able to sell underlying securities in normalized markets.  
Already, the liquidity available to investors is a slightly higher
percentage (32.6%) than the amount expected on Sept. 29.
     
S&P sees two levels of risk for investors stemming from the limits
on liquidity.  First, a number of investors had been using the
fund as a source of liquidity for variable-rate demand bonds and
commercial paper.  S&P is evaluating whether it believes those
institutions still have sufficient liquidity to cover the purchase
price of bonds or notes that have been tendered but not
remarketed.  The recent inclusion of numerous external bank
facilities to provide additional liquidity for bonded debt is a
positive development in S&P's opinion, and many institutions have
already indicated they are using bank facilities exclusively to
cover their debt.

For those institutions that rely on a mix of liquidity, including
the Commonfund Short Term Fund or other closed money market funds,
a failure to provide sufficient coverage on outstanding put bonds
or notes could lead it to withdraw S&P's short-term ratings on
affected debt.
     
The investment of working capital and operational liquidity in the
short-term fund is another level of risk S&P sees for many
institutions.  Many institutions deposited tuition and fees for
the fall semester in the fund, expecting to use the money for
payroll and other operating expenses.  Standard & Poor's has
learned that the fund expects to return full principal to
institutions invested in the fund.  While the fund has some
exposure to credit risk, S&P believes the delay in receipt of
funds is a near-term risk to institutions.  The Commonfund
indicates that institutions can expect to receive 57% of invested
funds by Dec. 31, 2008, and 74% of invested funds by Dec. 31,
2009.

S&P expects the trustee's strategy of allowing withdrawals upon
maturity of the high quality, short-term investments to result in
full repayment of invested principal to institutions.  However,
the delay in receipt of funds that could be sizable for some
institutions could also affect payroll, debt repayments, and other
operating expenses.  The fund's assets totaled approximately
$9.3 billion and the investments by individual schools in the fund
ranged from thousands of dollars to several hundred million
dollars.  Once S&P obtains additional information, S&P will
provide an update.


* S&P Cuts Ratings on 38 Tranches from 13 Cash Flow & Hybrid CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 38
tranches from 13 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 16 of the lowered ratings
from CreditWatch with negative implications.  At the same time,
S&P placed two additional ratings from two transactions on
CreditWatch with negative implications.  The ratings on 16 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 38 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $7.191 billion.  Seven of the 13 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.  Six of the 13 transactions are high-grade SF CDOs of
ABS, which were collateralized at origination primarily by 'AAA'
through 'A' rated tranches of RMBS and other SF securities.  The
CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS.

To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 3,857 tranches from 873 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, 1,334 ratings from 464 transactions are
currently on CreditWatch with negative implications for the same
reasons.  In all, S&P has downgraded $445.901 billion of CDO
issuance.  

Additionally, S&P's ratings on $33.527 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
  -----------                     -----   --              ----
Broderick CDO 1 Ltd               A-1V    BB+/Watch Neg   
AAA/Watch Neg   
Broderick CDO 1 Ltd               A-1NVA  BB+/Watch Neg   
AAA/Watch Neg   
Broderick CDO 1 Ltd               A-1NVB  BB+/Watch Neg   
AAA/Watch Neg   
Broderick CDO 1 Ltd               A-2     CCC-/Watch Neg  A+/Watch
Neg    
Broderick CDO 1 Ltd               B       CC              
BBB/Watch Neg   
Broderick CDO 1 Ltd               C       CC              BB-
/Watch Neg   
Duke Funding High Grade VI Ltd    X       AAA/Watch Neg
AAA             
Duke Funding High Grade VI Ltd    A-1LA   B+/Watch Neg    AA/Watch
Neg    
Duke Funding High Grade VI Ltd    A-1LB   CCC-/Watch Neg  AA-
/Watch Neg   
Duke Funding High Grade VI Ltd    A-2L    CC              B-/Watch
Neg    
Duke Funding High Grade VI Ltd    A-3L    CC              
CCC/Watch Neg   
Fort Duquesne CDO 2006-1 Ltd      A-1A    AAA/Watch Neg
AAA             
Fort
Duquesne CDO 2006-1 Ltd      A-1B    BB-/Watch Neg   AA/Watch Neg    
Fort Duquesne CDO 2006-1 Ltd      X       BB-/Watch Neg   
AAA/Watch Neg
Fort Duquesne CDO 2006-1 Ltd      A-2     CC              BB-
/Watch Neg   
Fort Duquesne CDO 2006-1 Ltd      B       CC              
CCC+/Watch Neg  
Fort Point CDO II Ltd.            A-1     AA-/Watch Neg
AAA             
Fort Point CDO II Ltd.            A-2     B-/Watch Neg
AAA             
Fort Point CDO II Ltd.            A-3     CC              BBB
+            
Fort Point CDO II Ltd.            B       CC
BBB-            
Fort Point CDO II Ltd.            C       CC              
CCC+/Watch Neg  
Fourth Street Funding Ltd.        A-1     CC              B+/Watch
Neg    
Fourth Street Funding Ltd.        A-2     CC              CCC-
/Watch Neg  
Kent Funding II Ltd               X       AA/Watch Neg
AAA             
Kent Funding II Ltd               A-1A    CCC-/Watch Neg  BB-
/Watch Neg   
Kent Funding II Ltd               A-1B    CCC-/Watch Neg  BB-
/Watch Neg   
Kent Funding II Ltd               A-2     CC              CCC-
/Watch Neg  
Kleros Preferred Funding VII Ltd  A-1     CC              BB-
/Watch Neg   
MKP CBO II Ltd                    A-2     A
AA              
MKP CBO II Ltd                    B       CC              B
+              
Nautilus RMBS CDO III Ltd         A-1S    CCC/Watch Neg   BB/Watch
Neg
Pacific Pinnacle CDO Ltd          X       B/Watch Neg     
BBB/Watch Neg   
Pacific Pinnacle CDO Ltd          A-1LA   CC              B/Watch
Neg     
Pacific Pinnacle CDO Ltd          A-1LB   CC              CCC-
/Watch Neg  
Saturn Ventures 2004 - Fund       B       BB+
BBB             
America Investors III Ltd.
Saturn Ventures 2004 - Fund       C       B-
BB-             
America Investors III Ltd.
Sorin CDO VI Ltd                  A-1LA   CC              BB-
/Watch Neg   
Sorin CDO VI Ltd                  A-1LB   CC              
CCC/Watch Neg   
Term CDO 2007-1 Ltd               A-1LA   CCC-/Watch Neg  BB-
/Watch Neg   
Term CDO 2007-1 Ltd               A-1LB   CC              B-/Watch
Neg    

OTHER OUTSTANDING RATINGS
Transaction                       Class   Rating             
Duke Funding High Grade VI Ltd    B-1L
CC                              
Fort Duquesne CDO 2006-1 Ltd      C
CC                              
Fort Duquesne CDO 2006-1 Ltd      D
CC                              
Fourth Street Funding, Ltd.       A-3
CC                              
Fourth Street Funding, Ltd.       B
CC                              
Fourth Street Funding, Ltd.       C
CC                              
Fourth Street Funding, Ltd.       D
CC                              
Fourth Street Funding, Ltd.       E
CC                              
Fourth Street Funding, Ltd.       F
CC                              
Kent Funding II Ltd               B
CC                              
Kent Funding II Ltd               C
CC                              
Kent Funding II Ltd               D
CC                              
Kent Funding II Ltd               E
CC                              
Kleros Preferred Funding VII Ltd  A-2
CC                              
Kleros Preferred Funding VII Ltd  A-3
CC                              
Kleros Preferred Funding VII Ltd  A-4
CC                              
Kleros Preferred Funding VII Ltd  B
CC                              
Kleros Preferred Funding VII Ltd  C
CC                              
Kleros Preferred Funding VII Ltd  D
CC                              
MKP CBO II Ltd                    A-1
AAA                             
MKP CBO II Ltd                    C-1
CC                              
MKP CBO II Ltd                    C-2
CC                              
Nautilus RMBS CDO III Ltd         A-1J    CCC-/Watch Neg      
Nautilus RMBS CDO III Ltd         A-2     CCC-/Watch Neg     
Nautilus RMBS CDO III Ltd         A-3F    CC      
Nautilus RMBS CDO III Ltd         A-3V    CC      
Nautilus RMBS CDO III Ltd         B       CC   
Nautilus RMBS CDO III Ltd         C       CC   
Pacific Pinnacle CDO Ltd          A-1LC
CC                              
Pacific Pinnacle CDO Ltd          A-2L
CC                              
Pacific Pinnacle CDO Ltd          A-3L
CC                              
Pacific Pinnacle CDO Ltd          B-1L
CC                              
Saturn Ventures 2004 - Fund       A-1
AAA                             
America Investors III, Limited
Saturn Ventures 2004 - Fund       A-2
AAA                             
America Investors III, Limited
Saturn Ventures 2004 - Fund       A-3     A
+                              
America Investors III, Limited
Sorin CDO VI Ltd                  A-2L
CC                              
Sorin CDO VI Ltd                  A-3L
CC                              
Sorin CDO VI Ltd                  B-1L
CC                              
Sorin CDO VI Ltd                  B-2L
CC                              
Term CDO 2007-1 Ltd               A-2L
CC                              
Term CDO 2007-1 Ltd               A-3L
CC                              
Term CDO 2007-1 Ltd               B-1L
CC                              


* S&P Lowers Ratings on Eight Cert. Classes from Three US RMBS
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of mortgage pass-through certificates from three U.S.
residential mortgage-backed securities transactions backed by
prime jumbo mortgage collateral.  S&P removed three of the lowered
ratings from CreditWatch with negative implications.  
Concurrently, S&P affirmed its ratings on 53 other classes from
various transactions, including those with lowered ratings.

The lowered ratings reflect S&P's loss expectations based on the
dollar amount of loans in the transactions' delinquency pipelines,
coupled with remaining credit support.  Because the pool factors
for the transactions with lowered ratings are becoming
increasingly small, the potential losses from delinquent loans
could have a more significant impact on the credit support
available for the remaining classes.  Based on the current
collateral performance of these transactions, S&P projects that
future credit enhancement percentages will be insufficient to
maintain the ratings at their previous levels.

In fact, S&P previously downgraded classes from two of the three
transactions to 'D'.  As of the August 2008 remittance report, the
levels of current credit support compared with severe
delinquencies for the three deals are:

IndyMac ARM Trust IndyMac Grantor Trust 2001-H1

  Series    Class   Credit support (mil. $)   Sev. del. (mil. $)
  ------    -----   -----------------------   ------------------
  2001-H1   B-1            0.663                   2.379
  2001-H1   B-2            0.211                   2.379

IndyMac ARM Trust 2001-H2

  Series    Class   Credit support (mil. $)   Sev. del. (mil. $)
  ------    -----   -----------------------   ------------------
  2001-H2   B-2             0.274                   0.698
  2001-H2   B-3             0.110                   0.698

Structured Asset Securities Corp. 2002-18A

  Series    Class   Credit support (mil. $)   Sev. del. (mil. $)
  ------    -----   -----------------------   ------------------
  2002-18A  B2I,B2IX,B2II    1.168                  2.875
  2002-18A  B-3              0.616                  2.875

As of the Aug. 25, 2008, distribution, cumulative losses for the
downgraded transactions ranged from 0.11% to 0.48% of each
transaction's original pool balance.  Total delinquencies ranged
from 17.85% to 42.44% of the current pool balances, while severe
delinquencies ranged from 17.85% to 28.42% of the current pool
balances.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to maintain the ratings at their
current levels.  A senior-subordinate structure provides credit
support for these transactions.

The collateral backing the certificates originally consisted of
15- to 30-year prime fixed- and adjustable-rate mortgage loans
secured by one- to four-family residential properties.

                        Rating Actions

IndyMac ARM Trust IndyMac ARM Grantor Trust 2001-H1
Series 2001-H1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        45660UAF6     BBB-           AA
B-2        45660UAG4     CCC            BBB-/Watch Neg

IndyMac ARM Trust 2001-H2
Series 2001-H2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-2        45660UAW9     BB             A
B-3        45660UAX7     B              BB/Watch Neg


Structured Asset Securities Corp.
Series 2002-18A
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B2-I       86358R5N3     A              AA
B2-I-X     86358R5P8     A              AA
B2-II      86358R5R4     A              AA
B3         86358R5S2     B              BBB/Watch Neg

                         Ratings Affirmed

Bank of America Mortgage Securities Inc.
Series 2002-G

Class      CUSIP         Rating
-----      -----         ------
1-A-1      06050HKP2     AAA
1-A-2      06050HKQ0     AAA
1-A-3      06050HKR8     AAA
1-A-4      06050HKS6     AAA
1-A-5      06050HKT4     AAA
A-PT       06050HKW7     AAA
2-A-1      06050HKV9     AAA
2-B-1      06050HLA4     AAA
2-B-2      06050HLB2     AAA
2-B-3      06050HLC0     A+

Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-29

Class      CUSIP         Rating
-----      -----         ------
I-A-1      22541NPK9     AAA
I-P        22541NPR4     AAA
I-B-1      22541NPT0     AA-
I-B-2      22541NPU7     A-
A-X        22541NPQ6     AAA
I-B-3      22541NPV5     BBB-
II-P       22541NPS2     AAA
II-B-1     22541NPW3     AA+
II-B-2     22541NPX1     A-
II-B-3     22541NPY9     BB

IndyMac ARM Trust IndyMac ARM Grantor Trust 2001-H1
Series 2001-H1

Class      CUSIP         Rating
-----      -----         ------
I-A        45660UAA7     AAA
II-A       45660UAB5     AAA
III-A-2    45660UAJ8     AAA
X-1        45660UAE9     AAA
X-2        45660UAK5     AAA

IndyMac ARM Trust 2001-H2     
Series 2001-H2

Class      CUSIP         Rating
-----      -----         ------
A-1        45660UAQ2     AAA
A-2        45660UAT6     AAA
A-3        45660UAU3     AAA
X          45660UAY5     AAA
B-1        45660UAV1     AA


MASTR Adjustable Rate Mortgages Trust 2002-3
Series 2002-3

Class      CUSIP         Rating
-----      -----         ------
1-A-1      576433BH8     AAA
2-A-1      576433BJ4     AAA
3-A-1      576433BL9     AAA
4-A-1      576433BM7     AAA
B-1        576433BQ8     AAA
B-2        576433BR6     AA+
B-3        576433BS4     A-

Sequoia Mortgage Trust 9
Series 9

Class      CUSIP         Rating
-----      -----         ------
1A         81743SAA8     AAA
2A         81743SAB6     AAA
X-1A       81743SAC4     AAA
X-1B       81743SAD2     AAA
X-B        81743SAE0     AAA
B-1        81743SAG5     AAA
B-2        81743SAH3     AA-
B-3        81743SAJ9     BBB+
B-4                      BB
B-5                      B

Structured Asset Securities Corp.
Series 2002-18A

Class      CUSIP         Rating
-----      -----         ------
1-A1       86358R5E3     AAA
2-A1       86358R5G8     AAA
3-A        86358R5J2     AAA
B1-I       86358R5L7     AA+
B1-I-X     86358R5M5     AA+
B1-II      86358R5Q6     AA+


* Bruce E. de'Medici Joins SmithAmundsen LLC
--------------------------------------------
SmithAmundsen LLC disclosed that Bruce E. de'Medici has joined
the firm's Chicago office as a partner in its Bankruptcy &
Creditors' Rights Practice Group.  Prior to joining
SmithAmundsen, Mr. de'Medici was of counsel at Mendell Menkes
& Surdyk LLC in Chicago.

Mr. de'Medici has more than 20 years experience representing
clients in commercial transactions in state and federal courts,
including the bankruptcy court, as well as in non-judicial
insolvency settings.  He has experience recovering assets,
collecting accounts, enforcing negotiable instruments, avoiding
and defending preferences, and utilizing the protections of the
U.S. Bankruptcy Code and applicable law to reorganize clients'
operations, and preserve their businesses.  Mr. de'Medici's
clients include chapter 11 debtors, bankruptcy trustees, secured
creditors, vendors, lessors, and other parties.

"We are excited to have Bruce join our growing practice," said
Brian Graham, chair of SmithAmundsen's Bankruptcy & Creditors'
Rights Practice Group.  "His experience substantially broadens
the array and depth of services available to our clients."

Mr. de'Medici received a B.A. from University of Michigan and a
J.D. from Wayne State University and he is admitted to practice in
Illinois and Michigan.

                    About SmithAmundsen LLC

Headquartered in Chicago, Illinois, SmithAmundsen LLC --
http://www.salawus.com/-- has grown to more than 110 attorneys   
with offices in Chicago, Rockford, St. Charles, Waukegan, and
Woodstock, Illinois and Milwaukee, Wisconsin.  SmithAmundsen's
attorneys offer expertise in a broad range of practice
areas.  As one of Chicago's premier litigation firms,
SmithAmundsen's success is built upon a foundation of integrity,
professionalism, and a commitment to exceeding client
expectations.


* Traxi Adds Kelly Beaudin Stapleton as Sr. Managing Director
-------------------------------------------------------------
Traxi LLC disclosed that former U.S. Trustee Kelly Beaudin
Stapleton has joined the firm as a senior managing director in
its Corporate Restructuring and Advisory Group.  Ms. Stapleton
will be responsible for providing financial and business advice to
the firm's clients, building on Traxi's successful track record.
In addition, she will lead Traxi's office in the Wilmington --
Philadelphia corridor, opening this fall.

"[Ms. Stapleton] brings invaluable insight into the bankruptcy
and restructuring process and the critical issues facing
distressed companies, creditors and lenders in a range of
industries," Perry M. Mandarino, senior managing director, Traxi
LLC, said.  "She will play a key role in the growth of our
Corporate Restructuring and Advisory Group.  Our success stems
from the senior-level attention that we provide our clients and
Kelly's experience adds a new dimension to our skill set."

As U.S. Trustee for Region 3, Stapleton was responsible for the
management of five federal agency offices and oversight of all
bankruptcies filed in Pennsylvania, New Jersey and Delaware. She
supervised all of the Chapter 7 and 13 trustees, well as Justice
Department staff, managing all aspects of the bankruptcy process
including first day motions, formation of creditors' committees,
review of professional retentions and fees, and appellate review.
Additionally, she was responsible for the engagement of outside
professionals in the appointments of trustees and examiners in
Chapter 11 cases.

Ms. Stapleton was appointed the Trustee by Attorney General
John Ashcroft in 2005 and during her tenure oversaw significant
restructurings in the areas of asbestos; consumer protection;
corporate fraud; disclosure and professional fees; employee
retention and bonus plans; subprime lending; retail; restaurant
chains and airlines.  Ms. Stapleton oversaw some of the largest
cases ever filed in Region 3, including W.R. Grace & Co.,
Armstrong World Industries, Congoleum Corporation, Owens Corning,
New Century Financial, Dura Automotive Systems, Nellson
Neutraceutical, American Business Financial Services, e-Toys,
Sharper Image Corporation, Lillian Vernon, Buffets and
Independence Air.

"I am pleased to begin an exciting new phase of my career at a
firm with the impressive background and credentials as Traxi,"
Ms. Stapleton said.  "Traxi's client base and deep experience in
advising companies and creditors in distressed situations provides
me with a national platform to help companies and executives
navigate the challenging landscape of corporate restructuring."
The addition of Stapleton follows the recent hire of several
professionals to the firm's New York office including Rich
Mgrdechian as a managing director; Peter Hoberman as a director;
Kelly Sickles as a vice president and Rich Saltzman and Patricia
Chernego as associates.

"This is a time of unprecedented growth for Traxi," added Anthony
Pacchia, founding partner of Traxi.  "The addition of these
talented professionals to our team broadens the depth and
breadth of our capabilities and areas of expertise and will
help us serve an expanding national client roster."

                          About Traxi LLC

Headquartered in New York City, Traxi LLC -- http://www.traxi.com/
-- is a premier special situation advisory firm and provider of
value-enhancing business solutions to companies, financial
institutions, creditors' committees, investors and government
agencies.  Areas of expertise include: Corporate Restructuring and
Advisory; Corporate Finance; Asset Recovery and Portfolio
Management; Dispute & Forensic Analysis and Fiduciary Positions.   


* BOND PRICING: For the Week of Sept. 29 - Aug. 5, 2008
-----------------------------------------------------

Issuer                Coupon   Maturity   Bid Price
------                ------   --------   ---------   
AIRTRAN HOLDINGS       7.000%  7/1/2023       49.57
ABITIBI-CONS FIN       7.875%  8/1/2009       75.00
BOWATER INC            6.500%  6/15/2013      37.00
AMBAC INC              9.375%  8/1/2011       82.75
ALESCO FINANCIAL       7.625%  5/15/2027      51.00
ANTIGENICS             5.250%  2/1/2025       30.50
ATHEROGENICS INC       4.500%  9/1/2008       11.50
ATHEROGENICS INC       4.500%  3/1/2011       11.50
ATHEROGENICS INC       1.500%  2/1/2012       11.75
AMER GENL FIN          3.750%  11/15/2008     75.36
AMER GENL FIN          3.750%  12/15/2008     84.50
AMER GENL FIN          3.750%  12/15/2008     95.06
AMER GENL FIN          3.875%  12/15/2008     92.00
INTL LEASE FIN         6.375%  3/15/2009      92.50
INTL LEASE FIN         3.500%  4/1/2009       90.50
AMER GENL FIN          3.800%  4/15/2009      72.00
AMER GENL FIN          3.350%  5/15/2009      34.01
AMER GENL FIN          4.400%  5/15/2009      25.26
AMER GENL FIN          4.625%  5/15/2009      64.50
INTL LEASE FIN         5.600%  5/15/2009      70.00
AMER GENL FIN          4.000%  6/15/2009      53.13
AMER GENL FIN          4.350%  6/15/2009      44.89
INTL LEASE FIN         4.750%  7/1/2009       88.00
AMER GENL FIN          4.400%  7/15/2009      60.00
AMER GENL FIN          4.500%  7/15/2009      80.00
AMER GENL FIN          4.000%  8/15/2009      70.00
AMER GENL FIN          4.200%  8/15/2009      45.00
AMER GENL FIN          5.375%  9/1/2009       64.58
AMER GENL FIN          3.900%  9/15/2009      78.73
AMER GENL FIN          4.300%  9/15/2009      50.03
AMER GENL FIN          4.500%  9/15/2009      79.87
AMER GENL FIN          5.000%  9/15/2009      64.05
AMER GENL FIN          3.875%  10/1/2009      61.57
AMER GENL FIN          4.550%  10/15/2009     38.85
AMER GENL FIN          8.450%  10/15/2009     75.00
AMER GENL FIN          3.875%  11/15/2009     38.96
AMER GENL FIN          4.000%  11/15/2009     60.07
AMER GENL FIN          4.000%  11/15/2009     54.90
AMER GENL FIN          4.200%  11/15/2009     40.00
AMER GENL FIN          4.600%  11/15/2009     62.50
AMER GENL FIN          4.125%  1/15/2010      69.50
INTL LEASE FIN         7.250%  2/15/2010      75.04
INTL LEASE FIN         5.150%  3/15/2010      60.26
INTL LEASE FIN         5.000%  4/15/2010      79.00
AMER GENL FIN          4.050%  5/15/2010      56.22
AMER GENL FIN          4.875%  5/15/2010      66.46
AMER GENL FIN          4.300%  6/15/2010      65.00
AMER GENL FIN          4.750%  6/15/2010      52.70
AMER GENL FIN          4.875%  6/15/2010      54.50
AMER GENL FIN          5.200%  6/15/2010      51.50
INTL LEASE FIN         5.400%  6/15/2010      70.04
AMER GENL FIN          4.300%  7/15/2010      40.55
AMER GENL FIN          5.350%  7/15/2010      60.04
AMER GENL FIN          6.250%  7/15/2010      50.15
INTL LEASE FIN         7.250%  7/15/2010      70.25
AMER GENL CORP         7.500%  8/11/2010      66.00
AMER GENL FIN          4.500%  8/15/2010      38.25
AMER GENL FIN          8.000%  8/15/2010      62.00
AMER GENL FIN          4.625%  9/1/2010       64.02
INTL LEASE FIN         4.875%  9/1/2010       67.00
AMER GENL FIN          4.600%  9/15/2010      44.06
AMER GENL FIN          5.000%  9/15/2010      35.00
AMER GENL FIN          5.200%  9/15/2010      26.01
AMER GENL FIN          4.250%  10/15/2010     40.00
AMER GENL FIN          4.600%  10/15/2010     34.02
AMER GENL FIN          4.150%  11/15/2010     29.13
AMER GENL FIN          5.000%  11/15/2010     54.00
AMER GENL FIN          4.400%  12/15/2010     45.10
AMER GENL FIN          5.000%  12/15/2010     48.07
AMER GENL FIN          5.000%  12/15/2010     31.00
AMER GENL FIN          5.000%  1/15/2011      25.01
AMER GENL FIN          4.000%  3/15/2011      47.00
AMER GENL FIN          5.000%  3/15/2011      25.26
INTL LEASE FIN         5.450%  3/24/2011      70.90
AMER GENL FIN          5.250%  4/15/2011      25.01
AMER GENL FIN          5.500%  4/15/2011      27.00
AMER GENL FIN          5.200%  5/15/2011      27.88
AMER GENL FIN          5.000%  6/15/2011      15.01
AMER GENL FIN          5.600%  6/15/2011      40.00
INTL LEASE FIN         5.650%  6/15/2011      35.00
AMER GENL FIN          6.000%  7/15/2011      25.01
AMER GENL FIN          6.250%  7/15/2011      43.00
AMER GENL FIN          6.250%  7/15/2011      12.05
AMER GENL FIN          8.150%  8/15/2011      20.10
AMER GENL FIN          5.625%  8/17/2011      43.50
AMER GENL FIN          4.300%  10/15/2011     25.89
AMER INTL GROUP        5.375%  10/18/2011     59.00
AMER GENL FIN          5.200%  12/15/2011     45.50
AMER GENL FIN          4.625%  3/15/2012      30.60
AMER GENL FIN          5.500%  6/15/2012      45.00
AMER GENL FIN          4.100%  7/15/2012      30.26
AMER GENL FIN          4.875%  7/15/2012      37.00
AMER GENL FIN          5.375%  10/1/2012      44.80
AMER GENL FIN          5.250%  12/15/2012     31.25
AMER GENL FIN          5.500%  12/15/2012     40.00
AMER GENL FIN          6.000%  4/15/2013      24.00
AMER GENL FIN          6.000%  4/15/2013      25.26
AMER GENL FIN          5.400%  5/15/2013      26.00
AMER GENL FIN          5.750%  5/15/2013      23.89
AMER GENL FIN          5.850%  6/1/2013       46.50
INTL LEASE FIN         7.500%  7/15/2013      40.00
INTL LEASE FIN         7.500%  7/15/2013      45.05
AMER GENL FIN          5.000%  8/15/2013      30.00
AMER GENL FIN          5.400%  9/15/2013      30.26
AMER GENL FIN          5.800%  9/15/2013      35.00
AMER GENL FIN          5.500%  5/15/2014      26.26
AMER GENL FIN          5.400%  6/15/2014      30.63
AMER GENL FIN          5.500%  6/15/2014      30.26
AMER GENL FIN          5.500%  6/15/2014      15.20
AMER GENL FIN          6.000%  10/15/2014     22.90
AMER GENL FIN          6.000%  10/15/2014     30.04
AMER GENL FIN          6.000%  12/15/2014     24.00
AMER GENL FIN          7.000%  7/15/2015      25.25
AMER GENL FIN          7.500%  7/15/2015      25.25
AMER GENL INSTIT       8.125%  3/15/2046      19.93
AMES TRUE TEMPER      10.000%  7/15/2012      60.00
AMBASSADORS INTL       3.750%  4/15/2027      38.00
AMR CORP               9.200%  1/30/2012      56.00
AMR CORP               9.000%  8/1/2012       60.18
AMR CORP               4.500%  2/15/2024      89.88
AMER MEDIA OPER       10.250%  5/1/2009       71.50
ARVIN INDUSTRIES       7.125%  3/15/2009      88.78
BANK NEW ENGLAND       8.750%  4/1/1999        5.75
BANK NEW ENGLAND       9.875%  9/15/1999       3.00
BURLINGTON COAT       11.125%  4/15/2014      51.00
BALLY TOTAL FITN      13.000%  7/15/2011      17.00
BANKUNITED CAP         3.125%  3/1/2034       22.90
BUFFETS INC           12.500%  11/1/2014       1.50
BON-TON DEPT STR      10.250%  3/15/2014      20.70
BOSTON PVT FINL        3.000%  7/15/2027      82.32
BRODER BROS CO        11.250%  10/15/2010     60.00
COMPUCREDIT            3.625%  5/30/2025      33.15
CHANCELLOR MEDIA       8.000%  11/1/2008      97.00
CLEAR CHANNEL          5.750%  1/15/2013      33.00
CLEAR CHANNEL          5.500%  9/15/2014      31.12
CLEAR CHANNEL          4.900%  5/15/2015      38.46
CELL GENESYS INC       3.125%  11/1/2011      41.50
CHEROKEE INTL          5.250%  11/1/2008      75.00
CHARTER COMM HLD      10.000%  4/1/2009       91.50
CHARTER COMM HLD      11.125%  1/15/2011      49.68
CHARTER COMM HLD      10.000%  5/15/2011      54.00
CHARTER COMM HLD      11.750%  5/15/2011      65.00
CCH I LLC             11.125%  1/15/2014      45.00
CCH I LLC              9.920%  4/1/2014       38.00
CCH I LLC             10.000%  5/15/2014      37.25
CHARTER COMM INC       6.500%  10/1/2027      24.08
CIT GROUP INC          3.875%  11/3/2008      98.00
CIT GROUP INC          5.125%  11/15/2008     93.50
CIT GROUP INC          3.375%  4/1/2009       90.00
CIT GROUP INC          6.250%  9/15/2009      79.80
CIT GROUP INC          6.250%  9/15/2009      81.00
CIT GROUP INC          6.875%  11/1/2009      75.00
CIT GROUP INC          4.125%  11/3/2009      65.00
CIT GROUP INC          4.250%  2/1/2010       66.00
CIT GROUP INC          6.500%  3/15/2010      60.30
CIT GROUP INC          5.250%  9/15/2010      51.63
CIT GROUP INC          5.200%  11/3/2010      55.03
CIT GROUP INC          5.250%  11/15/2010     54.96
CIT GROUP INC          4.750%  12/15/2010     60.60
CIT GROUP INC          5.600%  4/27/2011      60.50
CIT GROUP INC          5.800%  7/28/2011      47.90
CIT GROUP INC          7.625%  11/30/2012     51.55
CIT GROUP INC          5.400%  3/7/2013       53.00
CIT GROUP INC          7.900%  3/15/2013      45.00
CIT GROUP INC          6.250%  11/15/2017     25.00
CIT GROUP INC          6.150%  9/15/2021      23.50
CLAIRE'S STORES        9.250%  6/1/2015       43.50
CLAIRE'S STORES       10.500%  6/1/2017       34.25
NEW PLAN EXCEL         7.400%  9/15/2009      61.00
CONSTAR INTL          11.000%  12/1/2012      18.41
CAPITAL ONE BANK       4.250%  12/1/2008      96.10
CARAUSTAR INDS         7.375%  6/1/2009       70.00
CELL THERAPEUTIC       5.750%  12/15/2011     10.25
DECODE GENETICS        3.500%  4/15/2011      32.10
DELTA MILLS INC        9.625%  9/1/2007        9.00
DELPHI CORP            6.500%  8/15/2013      11.75
DAYTON SUPERIOR       13.000%  6/15/2009      74.66
EOP OPERATING LP       4.000%  10/15/2008     99.00
EOP OPERATING LP       4.800%  4/15/2009      88.30
FORD MOTOR CRED        5.250%  10/20/2008     97.88
FORD MOTOR CRED        6.375%  11/5/2008      94.50
FORD MOTOR CRED        5.100%  12/22/2008     92.00
FORD MOTOR CRED        5.800%  1/12/2009      91.50
FORD MOTOR CRED        4.600%  1/20/2009      90.90
FORD MOTOR CRED        4.350%  2/20/2009      89.18
FORD MOTOR CRED        4.350%  2/20/2009      87.82
FORD MOTOR CRED        4.500%  3/20/2009      85.69
FORD MOTOR CRED        4.900%  5/20/2009      82.98
FORD MOTOR CRED        5.350%  5/20/2009      78.70
FORD MOTOR CRED        5.250%  6/22/2009      75.57
FORD MOTOR CRED        5.400%  6/22/2009      75.37
FORD MOTOR CRED        5.500%  6/22/2009      77.00
FORD MOTOR CRED        5.500%  6/22/2009      79.02
FORD MOTOR CRED        4.800%  7/20/2009      79.85
FORD MOTOR CRED        5.100%  7/20/2009      78.50
FORD MOTOR CRED        5.200%  7/20/2009      79.75
FORD MOTOR CRED        5.000%  8/20/2009      78.84
FORD MOTOR CRED        4.900%  9/21/2009      69.40
FORD MOTOR CRED        5.000%  9/21/2009      77.00
FORD MOTOR CRED        5.000%  9/21/2009      69.60
FORD MOTOR CRED        5.000%  9/21/2009      80.21
FORD MOTOR CRED        5.050%  9/21/2009      44.00
FORD MOTOR CRED        4.900%  10/20/2009     54.88
FORD MOTOR CRED        5.000%  10/20/2009     67.00
FORD MOTOR CRED        7.375%  10/28/2009     69.50
FORD MOTOR CRED        5.100%  11/20/2009     73.29
FORD MOTOR CRED        5.150%  11/20/2009     59.90
FORD MOTOR CRED        5.150%  11/20/2009     64.71
FORD MOTOR CRED        5.150%  11/20/2009     73.85
FORD MOTOR CRED        5.250%  12/21/2009     63.98
FORD MOTOR CRED        5.350%  12/21/2009     72.27
FORD MOTOR CRED        5.400%  12/21/2009     62.90
FORD MOTOR CRED        5.700%  1/15/2010      73.75
FORD MOTOR CRED        5.500%  1/20/2010      69.05
FORD MOTOR CRED        5.500%  2/22/2010      68.00
FORD MOTOR CRED        5.500%  2/22/2010      67.61
FORD MOTOR CRED        6.000%  2/22/2010      61.70
FORD MOTOR CRED        7.250%  3/22/2010      59.25
FORD MOTOR CRED        5.950%  5/20/2010      65.62
FORD MOTOR CRED        7.875%  6/15/2010      61.13
FORD MOTOR CRED        5.750%  6/21/2010      61.86
FORD MOTOR CRED        5.850%  6/21/2010      61.00
FORD MOTOR CRED        6.000%  6/21/2010      63.35
FORD MOTOR CRED        6.050%  7/20/2010      55.11
FORD MOTOR CRED        6.150%  7/20/2010      54.77
FORD MOTOR CRED        7.000%  7/20/2010      55.00
FORD MOTOR CRED        6.400%  8/20/2010      62.19
FORD MOTOR CRED        7.150%  8/20/2010      43.00
FORD MOTOR CRED        9.750%  9/15/2010      67.00
FORD MOTOR CRED        6.050%  9/20/2010      52.00
FORD MOTOR CRED        6.150%  9/20/2010      61.65
FORD MOTOR CRED        5.750%  10/20/2010     59.69
FORD MOTOR CRED        8.625%  11/1/2010      65.99
FORD MOTOR CRED        5.800%  11/22/2010     45.00
FORD MOTOR CRED        5.600%  12/20/2010     53.31
FORD MOTOR CRED        5.650%  12/20/2010     57.33
FORD MOTOR CRED        7.375%  2/1/2011       60.00
FORD MOTOR CRED        5.250%  3/21/2011      59.00
FORD MOTOR CRED        5.250%  3/21/2011      58.72
FORD MOTOR CRED        5.300%  3/21/2011      53.35
FORD MOTOR CRED        5.300%  4/20/2011      50.41
FORD MOTOR CRED        5.700%  5/20/2011      46.50
FORD MOTOR CRED        6.050%  6/20/2011      46.60
FORD MOTOR CRED        6.250%  6/20/2011      52.82
FORD MOTOR CRED        5.900%  7/20/2011      50.07
FORD MOTOR CRED        9.875%  8/10/2011      64.00
FORD MOTOR CRED        5.600%  8/22/2011      55.74
FORD MOTOR CRED        5.750%  8/22/2011      53.75
FORD MOTOR CO          9.500%  9/15/2011      59.99
FORD MOTOR CRED        5.400%  9/20/2011      55.06
FORD MOTOR CRED        5.450%  10/20/2011     48.41
FORD MOTOR CRED        7.250%  10/25/2011     53.50
FORD MOTOR CRED        5.600%  11/21/2011     47.71
FORD MOTOR CRED        5.600%  11/21/2011     46.83
FORD MOTOR CRED        5.650%  11/21/2011     45.10
FORD MOTOR CRED        5.650%  12/20/2011     45.50
FORD MOTOR CRED        5.750%  12/20/2011     48.50
FORD MOTOR CRED        6.000%  1/20/2012      46.00
FORD MOTOR CRED        7.300%  1/23/2012      40.00
FORD MOTOR CRED        7.800%  6/1/2012       57.00
FORD MOTOR CRED        7.000%  8/15/2012      36.16
FORD MOTOR CRED        6.850%  9/20/2013      40.08
FORD MOTOR CRED        7.050%  9/20/2013      36.85
FORD MOTOR CRED        7.100%  9/20/2013      29.50
FORD MOTOR CRED        7.100%  9/20/2013      40.00
FORD MOTOR CRED        6.600%  10/21/2013     39.00
FORD MOTOR CRED        6.650%  10/21/2013     33.00
FORD MOTOR CRED        6.750%  10/21/2013     42.65
FORD MOTOR CRED        6.500%  12/20/2013     37.07
FORD MOTOR CRED        6.000%  1/21/2014      34.14
FORD MOTOR CRED        5.750%  2/20/2014      36.45
FORD MOTOR CRED        5.900%  2/20/2014      32.00
FORD MOTOR CRED        6.000%  3/20/2014      35.38
FORD MOTOR CRED        6.000%  3/20/2014      34.98
FORD MOTOR CRED        6.000%  3/20/2014      32.63
FORD MOTOR CRED        6.000%  3/20/2014      32.90
FORD MOTOR CRED        6.050%  4/21/2014      34.00
FORD MOTOR CRED        6.250%  4/21/2014      39.00
FORD MOTOR CRED        6.350%  4/21/2014      35.30
FORD MOTOR CRED        6.300%  5/20/2014      36.21
FORD MOTOR CRED        6.950%  5/20/2014      35.70
FORD MOTOR CRED        6.800%  6/20/2014      33.91
FORD MOTOR CRED        6.050%  12/22/2014     30.54
FORD MOTOR CRED        6.050%  12/22/2014     32.00
FORD MOTOR CRED        6.050%  2/20/2015      32.57
FORD MOTOR CRED        6.100%  2/20/2015      33.30
FORD MOTOR CRED        6.500%  2/20/2015      33.75
FORD MOTOR CRED        6.500%  3/20/2015      33.46
FORD MOTOR CRED        7.400%  8/21/2017      30.04
FRANKLIN BANK          4.500%  5/1/2027       26.50
FIRST DATA CORP        5.800%  12/15/2008     94.64
FIRST DATA CORP        3.900%  10/1/2009      77.00
FIRST DATA CORP        4.500%  6/15/2010      60.13
FIRST DATA CORP        5.625%  11/1/2011      54.50
FEDDERS NORTH AM       9.875%  3/1/2014        1.25
FLEETWOOD ENTERP       5.000%  12/15/2023     91.50
FREMONT GEN CORP       7.875%  3/17/2009      44.65
FINLAY FINE JWLY       8.375%  6/1/2012       11.00
FRONTIER AIRLINE       5.000%  12/15/2025     25.00
MEDIANEWS GROUP        6.875%  10/1/2013      42.00
GEORGIA GULF CRP      10.750%  10/15/2016     48.00
ROUSE COMPANY          3.625%  3/15/2009      67.50
GENL GROWTH PROP       3.980%  4/15/2027      45.68
GENERAL MOTORS         7.200%  1/15/2011      48.04
GENERAL MOTORS         9.450%  11/1/2011      58.50
GENERAL MOTORS         7.125%  7/15/2013      37.63
GENERAL MOTORS         7.700%  4/15/2016      32.57
GENERAL MOTORS         8.800%  3/1/2021       30.88
GENERAL MOTORS         9.400%  7/15/2021      38.00
GENERAL MOTORS         7.400%  9/1/2025       26.75
GMAC                   4.750%  10/15/2008     96.26
GMAC                   4.750%  10/15/2008     98.97
GMAC                   4.750%  10/15/2008     98.50
GMAC                   6.250%  10/15/2008     99.01
GMAC                   6.450%  10/15/2008     97.50
GMAC                   6.600%  10/15/2008     97.93
GMAC                   8.000%  10/15/2008     92.50
GMAC                   4.700%  11/15/2008     92.97
GMAC                   4.750%  11/15/2008     91.29
GMAC                   5.000%  11/15/2008     91.00
GMAC                   6.125%  11/15/2008     94.90
GMAC                   6.250%  11/15/2008     97.00
GMAC                   6.500%  11/15/2008     84.41
GMAC                   6.500%  11/15/2008     91.00
GMAC                   4.250%  3/15/2009      73.87
GMAC                   6.000%  3/15/2009      92.00
GMAC                   6.050%  3/15/2009      90.94
GMAC                   6.100%  3/15/2009      94.76
GMAC                   7.000%  3/15/2009      75.77
GMAC                   4.500%  4/15/2009      73.59
GMAC                   6.000%  4/15/2009      88.51
GMAC                   6.100%  4/15/2009      90.46
GMAC                   6.100%  4/15/2009      89.35
GMAC                   6.150%  4/15/2009      90.59
GMAC                   4.700%  5/15/2009      71.34
GMAC                   5.250%  5/15/2009      70.00
GMAC                   5.625%  5/15/2009      67.07
GMAC LLC               6.250%  5/15/2009      87.84
GMAC                   5.500%  6/15/2009      59.00
GMAC                   5.500%  6/15/2009      67.25
GMAC LLC               6.250%  6/15/2009      86.31
GMAC                   6.700%  6/15/2009      62.02
GMAC                   5.050%  7/15/2009      57.74
GMAC                   5.100%  7/15/2009      53.50
GMAC                   5.250%  7/15/2009      68.90
GMAC                   5.250%  7/15/2009      57.81
GMAC                   6.700%  7/15/2009      85.00
GMAC                   6.800%  7/15/2009      70.11
GMAC                   6.850%  7/15/2009      61.89
GMAC                   7.000%  7/15/2009      55.48
GMAC                   5.000%  8/15/2009      67.64
GMAC                   5.000%  8/15/2009      51.50
GMAC                   5.100%  8/15/2009      52.03
GMAC                   5.250%  8/15/2009      57.00
GMAC                   5.250%  8/15/2009      56.62
GMAC                   7.000%  8/15/2009      55.59
GMAC                   7.125%  8/15/2009      56.16
GMAC                   7.150%  8/15/2009      54.50
GMAC                   7.200%  8/15/2009      75.00
GMAC                   5.000%  9/15/2009      49.96
GMAC                   5.000%  9/15/2009      57.00
GMAC                   5.000%  9/15/2009      53.70
GMAC                   5.100%  9/15/2009      59.88
GMAC                   7.000%  9/15/2009      57.63
GMAC                   7.000%  9/15/2009      66.75
GMAC                   8.125%  9/15/2009      83.45
GMAC                   4.900%  10/15/2009     60.70
GMAC                   4.900%  10/15/2009     60.25
GMAC                   4.950%  10/15/2009     59.78
GMAC                   5.000%  10/15/2009     55.00
GMAC                   6.500%  10/15/2009     60.25
GMAC                   6.850%  10/15/2009     61.45
GMAC                   7.000%  10/15/2009     80.30
GMAC                   7.000%  10/15/2009     55.37
GMAC                   7.050%  10/15/2009     56.33
GMAC                   5.200%  11/15/2009     45.00
GMAC                   5.200%  11/15/2009     59.73
GMAC                   5.250%  11/15/2009     54.68
GMAC                   5.250%  11/15/2009     62.19
GMAC                   5.350%  11/15/2009     50.00
GMAC                   6.750%  11/15/2009     78.88
GMAC                   7.000%  11/15/2009     78.17
GMAC                   7.250%  11/15/2009     62.94
GMAC                   5.350%  12/15/2009     59.52
GMAC                   5.350%  12/15/2009     52.00
GMAC                   5.400%  12/15/2009     42.90
GMAC                   5.400%  12/15/2009     57.36
GMAC                   7.000%  12/15/2009     60.00
GMAC                   5.300%  1/15/2010      70.40
GMAC                   5.500%  1/15/2010      52.00
GMAC                   5.750%  1/15/2010      46.00
GMAC                   6.000%  1/15/2010      50.73
GMAC                   7.000%  1/15/2010      55.68
GMAC                   7.250%  1/15/2010      76.05
GMAC                   7.250%  1/15/2010      47.00
GMAC                   5.850%  2/15/2010      53.03
GMAC                   6.000%  2/15/2010      54.19
GMAC                   6.000%  2/15/2010      52.00
GMAC                   6.050%  3/15/2010      54.71
GMAC                   6.150%  3/15/2010      49.16
GMAC                   6.500%  3/15/2010      54.00
GMAC                   7.000%  3/15/2010      49.62
GMAC                   8.050%  4/15/2010      52.31
GMAC                   8.400%  4/15/2010      45.00
GMAC                   8.500%  5/15/2010      51.55
GMAC                   6.375%  6/15/2010      47.95
GMAC                   8.000%  6/15/2010      48.00
GMAC                   8.000%  6/15/2010      57.00
GMAC                   8.000%  7/15/2010      41.48
GMAC                   8.200%  7/15/2010      39.00
GMAC                   8.500%  10/15/2010     35.00
GMAC LLC               6.000%  4/1/2011       39.50
GMAC                   6.750%  9/15/2011      34.67
GMAC                   6.625%  10/15/2011     29.00
GMAC                   6.750%  10/15/2011     24.00
GMAC                   6.750%  10/15/2011     37.00
GMAC                   7.000%  10/15/2011     41.25
GMAC LLC               6.000%  12/15/2011     38.00
GMAC LLC               6.500%  5/15/2012      50.27
GMAC LLC               6.625%  5/15/2012      39.75
GMAC                   6.500%  7/15/2012      37.48
GMAC LLC               6.750%  7/15/2012      38.08
GMAC                   7.125%  8/15/2012      30.25
GMAC                   7.250%  8/15/2012      32.63
GMAC                   6.875%  8/28/2012      39.97
GMAC                   6.750%  9/15/2012      33.08
GMAC                   6.750%  9/15/2012      34.00
GMAC                   7.000%  9/15/2012      42.23
GMAC                   7.100%  9/15/2012      34.33
GMAC                   6.750%  10/15/2012     36.28
GMAC                   6.875%  10/15/2012     24.88
GMAC                   7.000%  10/15/2012     23.50
GMAC                   7.500%  10/15/2012     22.50
GMAC                   7.750%  10/15/2012     39.76
GMAC                   7.000%  11/15/2012     26.02
GMAC                   7.150%  11/15/2012     23.00
GMAC                   7.625%  11/15/2012     27.25
GMAC                   7.875%  11/15/2012     44.50
GMAC                   7.000%  12/15/2012     33.85
GMAC                   7.125%  12/15/2012     24.00
GMAC                   7.250%  12/15/2012     26.87
GMAC                   7.250%  12/15/2012     28.00
GMAC                   7.000%  1/15/2013      23.00
GMAC                   7.100%  1/15/2013      25.32
GMAC                   7.100%  1/15/2013      23.84
GMAC                   6.450%  2/15/2013      45.00
GMAC                   6.500%  2/15/2013      31.00
GMAC                   6.800%  2/15/2013      26.76
GMAC                   6.250%  3/15/2013      31.25
GMAC                   6.300%  3/15/2013      37.42
GMAC                   6.400%  3/15/2013      25.08
GMAC                   6.500%  4/15/2013      38.80
GMAC                   6.750%  4/15/2013      45.50
GMAC                   6.750%  4/15/2013      32.60
GMAC                   6.800%  4/15/2013      22.50
GMAC                   6.875%  4/15/2013      37.42
GMAC                   6.350%  5/15/2013      37.13
GMAC                   6.500%  5/15/2013      36.13
GMAC                   5.700%  6/15/2013      34.85
GMAC                   5.850%  6/15/2013      21.00
GMAC                   5.850%  6/15/2013      25.50
GMAC                   5.850%  6/15/2013      28.00
GMAC                   6.500%  6/15/2013      39.02
GMAC                   6.000%  7/15/2013      29.42
GMAC                   6.500%  8/15/2013      35.75
GMAC                   6.150%  9/15/2013      23.00
GMAC                   5.700%  10/15/2013     36.05
GMAC                   6.250%  10/15/2013     21.00
GMAC                   6.300%  10/15/2013     29.39
GMAC                   6.000%  11/15/2013     28.00
GMAC                   6.100%  11/15/2013     42.99
GMAC                   6.150%  11/15/2013     30.00
GMAC                   6.200%  11/15/2013     32.00
GMAC                   6.250%  11/15/2013     18.50
GMAC                   6.300%  11/15/2013     30.00
GMAC                   6.500%  11/15/2013     30.62
GMAC                   5.700%  12/15/2013     27.79
GMAC                   5.900%  12/15/2013     29.16
GMAC                   6.000%  12/15/2013     19.50
GMAC                   6.150%  12/15/2013     21.50
GMAC                   5.250%  1/15/2014      35.89
GMAC                   5.350%  1/15/2014      34.49
GMAC                   5.750%  1/15/2014      29.78
GMAC                   6.375%  1/15/2014      34.12
GMAC                   6.700%  5/15/2014      37.30
GMAC                   6.700%  5/15/2014      22.50
GMAC                   6.700%  6/15/2014      27.00
GMAC                   6.750%  6/15/2014      22.50
GMAC                   6.750%  12/1/2014      35.03
GMAC                   9.000%  7/15/2015      35.87
GMAC                   8.650%  8/15/2015      18.32
GMAC                   6.750%  7/15/2016      21.75
GMAC                   6.600%  8/15/2016      30.25
GMAC                   6.700%  8/15/2016      24.27
GMAC                   6.750%  8/15/2016      23.00
GMAC                   6.875%  8/15/2016      28.00
GMAC                   6.750%  9/15/2016      24.20
GMAC                   7.375%  11/15/2016     25.00
GMAC                   7.500%  11/15/2016     20.00
GMAC                   6.900%  6/15/2017      21.00
GMAC                   6.950%  6/15/2017      22.00
GMAC                   7.000%  6/15/2017      22.00
GMAC                   7.000%  7/15/2017      21.40
GMAC                   7.500%  8/15/2017      18.97
GMAC                   7.250%  9/15/2017      22.13
GMAC                   7.250%  9/15/2017      27.25
GMAC                   7.250%  9/15/2017      22.13
GMAC                   7.250%  9/15/2017      27.25
GMAC                   7.125%  10/15/2017     24.00
GMAC                   7.200%  10/15/2017     22.00
GMAC                   7.200%  10/15/2017     25.00
GMAC                   7.750%  10/15/2017     27.25
GMAC                   8.000%  10/15/2017     28.00
GMAC                   7.500%  11/15/2017     31.00
GMAC                   7.500%  11/15/2017     27.50
GMAC                   8.000%  11/15/2017     25.00
GMAC                   8.125%  11/15/2017     20.00
GMAC                   7.500%  12/15/2017     24.00
GMAC                   7.250%  1/15/2018      27.25
GMAC                   7.300%  1/15/2018      19.90
GMAC                   7.300%  1/15/2018      27.25
GMAC                   7.000%  2/15/2018      26.98
GMAC                   7.000%  2/15/2018      23.13
GMAC                   6.750%  3/15/2018      18.34
GMAC                   7.000%  3/15/2018      28.15
GMAC                   7.050%  3/15/2018      28.66
GMAC                   7.050%  4/15/2018      25.50
GMAC                   7.250%  4/15/2018      24.00
GMAC                   7.250%  4/15/2018      20.76
GMAC                   7.350%  4/15/2018      21.75
GMAC                   7.375%  4/15/2018      30.40
GMAC                   6.600%  5/15/2018      26.28
GMAC                   6.850%  5/15/2018      25.00
GMAC                   7.000%  5/15/2018      24.00
GMAC                   6.500%  6/15/2018      25.00
GMAC                   6.650%  6/15/2018      24.00
GMAC                   6.700%  6/15/2018      24.00
GMAC                   6.750%  7/15/2018      22.13
GMAC                   6.875%  7/15/2018      20.57
GMAC                   6.900%  7/15/2018      18.53
GMAC                   6.900%  8/15/2018      21.00
GMAC                   7.000%  8/15/2018      27.62
GMAC                   7.250%  8/15/2018      26.00
GMAC                   6.750%  9/15/2018      23.00
GMAC                   7.000%  9/15/2018      19.96
GMAC                   7.150%  9/15/2018      22.50
GMAC                   7.250%  9/15/2018      24.00
GMAC                   6.650%  10/15/2018     26.80
GMAC                   6.750%  10/15/2018     26.10
GMAC                   6.800%  10/15/2018     24.00
GMAC                   6.750%  11/15/2018     16.00
GMAC                   6.250%  12/15/2018     23.70
GMAC                   6.400%  12/15/2018     22.50
GMAC                   6.500%  12/15/2018     23.13
GMAC                   6.500%  12/15/2018     21.00
GMAC                   5.900%  1/15/2019      14.44
GMAC                   6.250%  1/15/2019      24.00
GMAC                   6.000%  2/15/2019      24.00
GMAC                   6.000%  3/15/2019      20.00
GMAC                   6.000%  3/15/2019      14.09
GMAC                   6.000%  3/15/2019      22.50
GMAC                   6.000%  3/15/2019      20.10
GMAC                   6.000%  3/15/2019      23.50
GMAC                   6.000%  4/15/2019      20.00
GMAC                   6.200%  4/15/2019      20.55
GMAC                   6.250%  4/15/2019      25.00
GMAC                   6.250%  5/15/2019      17.42
GMAC                   6.500%  5/15/2019      23.00
GMAC                   6.750%  5/15/2019      22.13
GMAC                   6.750%  5/15/2019      25.00
GMAC                   6.600%  6/15/2019      18.30
GMAC                   6.700%  6/15/2019      20.30
GMAC                   6.750%  6/15/2019      23.13
GMAC                   6.750%  6/15/2019      28.39
GMAC                   6.250%  7/15/2019      27.66
GMAC                   6.350%  7/15/2019      28.54
GMAC                   6.050%  8/15/2019      16.99
GMAC                   6.300%  8/15/2019      21.50
GMAC                   6.000%  9/15/2019      22.00
GMAC                   6.150%  9/15/2019      32.00
GMAC                   5.900%  10/15/2019     30.00
GMAC                   6.050%  10/15/2019     22.50
GMAC                   6.125%  10/15/2019     33.00
GMAC                   6.150%  10/15/2019     21.13
GMAC                   6.400%  11/15/2019     30.55
GMAC                   6.400%  11/15/2019     21.17
GMAC                   6.550%  12/15/2019     25.07
GMAC                   6.550%  12/15/2019     23.00
GMAC                   6.700%  12/15/2019     31.00
GMAC                   6.500%  1/15/2020      26.00
GMAC                   6.500%  2/15/2020      27.87
GMAC                   9.000%  7/15/2020      31.77
GMAC                   7.000%  9/15/2021      18.90
GMAC                   7.000%  9/15/2021      20.00
GMAC                   7.000%  6/15/2022      18.28
GMAC                   7.000%  11/15/2023     25.00
GMAC                   7.150%  1/15/2025      23.50
GMAC                   7.250%  2/15/2025      33.95
GMAC                   7.150%  3/15/2025      36.00
GMAC                   8.000%  3/15/2025      43.25
REALOGY CORP          10.500%  4/15/2014      40.00
REALOGY CORP          12.375%  4/15/2015      31.13
HERBST GAMING          8.125%  6/1/2012        6.00
HERBST GAMING          7.000%  11/15/2014      6.00
PARK PLACE ENT         7.875%  3/15/2010      72.00
HARRAHS OPER CO        5.500%  7/1/2010       70.25
HARRAHS OPER CO        8.000%  2/1/2011       61.50
PARK PLACE ENT         8.125%  5/15/2011      49.94
HARRAHS OPER CO        5.375%  12/15/2013     28.00
HARRAHS OPER CO        5.625%  6/1/2015       23.25
HARRAHS OPER CO       10.750%  2/1/2016       43.95
HARRAHS OPER CO        6.500%  6/1/2016       29.35
HARRAHS OPER CO        5.750%  10/1/2017      23.70
HINES NURSERIES       10.250%  10/1/2011      15.00
K HOVNANIAN ENTR       6.000%  1/15/2010      81.30
HOUSEHOLD FIN CO       6.500%  11/15/2008     99.85
HAWAIIAN TELCOM        9.750%  5/1/2013       25.00
HAWAIIAN TELCOM       12.500%  5/1/2015       15.00
IDEARC INC             8.000%  11/15/2016     25.22
ISOLAGEN INC           3.500%  11/1/2024      32.00
INN OF THE MOUNT      12.000%  11/15/2010     71.13
JETBLUE AIRWAYS        3.750%  3/15/2035      72.50
KEMET CORP             2.250%  11/15/2026     36.03
KEMET CORP             2.250%  11/15/2026     36.38
KIMBALL HILL INC      10.500%  12/15/2012      3.60
KULICKE & SOFFA        0.500%  11/30/2008     98.25
KELLWOOD CO            7.875%  7/15/2009      80.00
LITHIA MOTORS          2.875%  5/1/2014       86.50
LAZYDAYS RV           11.750%  5/15/2012      51.00
US AIRWAYS GROUP       7.000%  9/30/2020      59.00
LEHMAN BROS HLDG       4.000%  8/3/2009       10.00
LEHMAN BROS HLDG       7.200%  8/15/2009      12.75
LEHMAN BROS HLDG       7.875%  11/1/2009      12.75
LEHMAN BROS HLDG       3.950%  11/10/2009     12.50
LEHMAN BROS HLDG       4.250%  1/27/2010      12.85
LEHMAN BROS HLDG       4.500%  7/26/2010      12.25
LEHMAN BROS HLDG       7.875%  8/15/2010      14.00
LEHMAN BROS HLDG       4.375%  11/30/2010     14.00
LEHMAN BROS HLDG       5.000%  1/14/2011      13.75
LEHMAN BROS HLDG       6.000%  4/1/2011       12.00
LEHMAN BROS HLDG       5.750%  4/25/2011      14.00
LEHMAN BROS HLDG       5.750%  7/18/2011      11.00
LEHMAN BROS HLDG       4.500%  8/3/2011        8.56
LEHMAN BROS HLDG       6.625%  1/18/2012      14.25
LEHMAN BROS HLDG       5.250%  2/6/2012       12.25
LEHMAN BROS HLDG       6.000%  7/19/2012      15.00
LEHMAN BROS HLDG       5.000%  1/22/2013       8.06
LEHMAN BROS HLDG       5.625%  1/24/2013      14.50
LEHMAN BROS HLDG       5.100%  1/28/2013       8.00
LEHMAN BROS HLDG       5.000%  2/11/2013      13.00
LEHMAN BROS HLDG       4.800%  2/27/2013      12.00
LEHMAN BROS HLDG       4.700%  3/6/2013       13.00
LEHMAN BROS HLDG       5.000%  3/27/2013       7.25
LEHMAN BROS HLDG       5.750%  5/17/2013      11.50
LEHMAN BROS HLDG       5.250%  1/30/2014      20.00
LEHMAN BROS HLDG       4.800%  3/13/2014      11.00
LEHMAN BROS HLDG       5.000%  8/3/2014        8.25
LEHMAN BROS HLDG       6.200%  9/26/2014      13.00
LEHMAN BROS HLDG       5.150%  2/4/2015        8.56
LEHMAN BROS HLDG       5.250%  2/11/2015      13.50
LEHMAN BROS HLDG       8.800%  3/1/2015       13.25
LEHMAN BROS HLDG       8.500%  8/1/2015       13.25
LEHMAN BROS HLDG       5.000%  8/5/2015        8.06
LEHMAN BROS HLDG       5.000%  12/18/2015      6.00
LEHMAN BROS HLDG       5.500%  4/4/2016       14.00
LEHMAN BROS HLDG       5.750%  1/3/2017       19.38
LEHMAN BROS HLDG       8.920%  2/16/2017      17.50
LEHMAN BROS HLDG       6.500%  7/19/2017       0.16
LEHMAN BROS HLDG      11.000%  10/25/2017     10.00
LEHMAN BROS HLDG       5.875%  11/15/2017      8.50
LEHMAN BROS HLDG       5.600%  1/22/2018       9.50
LEHMAN BROS HLDG       5.700%  1/28/2018       9.00
LEHMAN BROS HLDG       5.500%  2/4/2018        9.90
LEHMAN BROS HLDG       5.550%  2/11/2018      10.00
LEHMAN BROS HLDG       5.500%  2/19/2018       8.63
LEHMAN BROS HLDG       5.350%  2/25/2018      12.00
LEHMAN BROS HLDG       5.250%  3/5/2018       20.00
LEHMAN BROS HLDG       6.875%  5/2/2018       15.00
LEHMAN BROS HLDG       5.500%  11/4/2018       8.06
LEHMAN BROS HLDG       8.050%  1/15/2019      10.00
LEHMAN BROS HLDG       4.000%  4/16/2019       7.88
LEHMAN BROS HLDG       6.000%  1/22/2020      12.63
LEHMAN BROS HLDG       6.000%  2/12/2020      10.00
LEHMAN BROS HLDG       5.100%  2/15/2020       4.13
LEHMAN BROS HLDG       5.500%  2/27/2020      11.50
LEHMAN BROS HLDG       5.400%  3/6/2020        5.13
LEHMAN BROS HLDG       5.250%  3/8/2020       13.06
LEHMAN BROS HLDG       5.350%  3/13/2020      13.06
LEHMAN BROS HLDG       5.400%  3/20/2020       6.20
LEHMAN BROS HLDG       5.200%  5/13/2020      13.00
LEHMAN BROS HLDG       5.800%  9/3/2020       11.00
LEHMAN BROS HLDG       6.000%  1/29/2021       9.90
LEHMAN BROS HLDG       6.250%  2/5/2021       10.00
LEHMAN BROS HLDG       6.750%  7/1/2022        8.00
LEHMAN BROS HLDG       6.600%  10/3/2022       8.40
LEHMAN BROS HLDG       6.400%  10/11/2022      8.00
LEHMAN BROS HLDG       9.500%  1/30/2023      12.00
LEHMAN BROS HLDG       6.250%  2/22/2023      10.20
LEHMAN BROS HLDG       9.500%  2/27/2023       6.00
LEHMAN BROS HLDG       6.500%  2/28/2023      10.00
LEHMAN BROS HLDG       6.500%  3/6/2023        9.00
LEHMAN BROS HLDG       5.500%  3/14/2023       9.00
LEHMAN BROS HLDG       5.750%  3/27/2023       9.90
LEHMAN BROS HLDG       5.500%  4/8/2023        9.90
LEHMAN BROS HLDG       5.500%  4/15/2023       4.97
LEHMAN BROS HLDG       5.500%  4/23/2023       6.75
LEHMAN BROS HLDG       5.250%  5/20/2023       9.00
LEHMAN BROS HLDG       5.000%  5/30/2023       5.50
LEHMAN BROS HLDG       5.000%  6/10/2023       5.24
LEHMAN BROS HLDG       5.000%  6/17/2023      10.00
LEHMAN BROS HLDG       4.800%  6/24/2023      16.00
LEHMAN BROS HLDG       5.500%  8/5/2023        4.41
LEHMAN BROS HLDG       6.100%  8/12/2023       7.13
LEHMAN BROS HLDG       5.750%  9/16/2023       9.50
LEHMAN BROS HLDG       5.600%  9/23/2023      17.00
LEHMAN BROS HLDG       5.500%  10/7/2023      11.50
LEHMAN BROS HLDG       5.750%  10/15/2023      5.85
LEHMAN BROS HLDG       5.750%  10/21/2023      8.00
LEHMAN BROS HLDG       5.750%  11/12/2023      8.06
LEHMAN BROS HLDG       5.750%  11/25/2023     10.00
LEHMAN BROS HLDG       5.450%  3/15/2025      14.00
LEHMAN BROS HLDG       6.200%  6/15/2027       9.00
LEHMAN BROS HLDG       6.625%  7/27/2027      13.52
LEHMAN BROS HLDG       6.500%  9/20/2027       7.00
LEHMAN BROS HLDG       7.000%  9/27/2027      13.00
LEHMAN BROS HLDG       6.500%  10/18/2027     10.17
LEHMAN BROS HLDG       6.500%  10/25/2027     11.88
LEHMAN BROS HLDG       6.750%  11/22/2027     20.12
LEHMAN BROS HLDG      11.000%  3/17/2028      11.40
LEHMAN BROS HLDG       6.000%  10/23/2028      4.41
LEHMAN BROS HLDG       6.000%  11/18/2028     11.50
LEHMAN BROS HLDG       5.750%  12/16/2028     13.06
LEHMAN BROS HLDG       5.750%  12/23/2028      7.80
LEHMAN BROS HLDG       5.500%  2/3/2029        7.00
LEHMAN BROS HLDG       5.700%  2/10/2029       8.06
LEHMAN BROS HLDG       5.600%  2/17/2029       8.00
LEHMAN BROS HLDG       5.600%  2/24/2029      14.04
LEHMAN BROS HLDG       5.600%  3/2/2029        7.00
LEHMAN BROS HLDG       5.550%  3/9/2029       13.78
LEHMAN BROS HLDG       5.400%  3/30/2029       8.00
LEHMAN BROS HLDG       5.450%  4/6/2029       12.00
LEHMAN BROS HLDG       5.700%  4/13/2029      10.00
LEHMAN BROS HLDG       5.900%  5/4/2029        8.00
LEHMAN BROS HLDG       6.000%  5/11/2029      13.75
LEHMAN BROS HLDG       6.200%  5/25/2029      10.00
LEHMAN BROS HLDG       6.050%  6/29/2029      12.00
LEHMAN BROS HLDG       6.000%  7/20/2029       7.02
LEHMAN BROS HLDG       5.750%  8/24/2029       6.63
LEHMAN BROS HLDG       5.700%  9/7/2029       10.00
LEHMAN BROS HLDG       5.750%  9/14/2029       7.63
LEHMAN BROS HLDG       5.750%  10/12/2029      3.35
LEHMAN BROS HLDG       5.650%  11/23/2029      9.00
LEHMAN BROS HLDG       5.700%  12/14/2029     10.00
LEHMAN BROS HLDG       5.550%  1/25/2030       8.00
LEHMAN BROS HLDG       5.450%  2/22/2030      10.00
LEHMAN BROS HLDG       5.600%  2/25/2030      16.00
LEHMAN BROS HLDG       5.625%  3/15/2030       6.50
LEHMAN BROS HLDG       5.750%  3/29/2030      16.00
LEHMAN BROS HLDG       5.600%  5/3/2030       11.50
LEHMAN BROS HLDG       5.450%  7/19/2030      13.50
LEHMAN BROS HLDG       5.650%  8/16/2030       9.06
LEHMAN BROS HLDG       5.450%  9/20/2030      13.75
LEHMAN BROS HLDG       5.800%  10/25/2030      7.50
LEHMAN BROS HLDG       5.850%  11/8/2030      13.75
LEHMAN BROS HLDG       5.950%  12/20/2030      9.00
LEHMAN BROS HLDG       5.900%  2/7/2031       17.12
LEHMAN BROS HLDG       6.000%  3/21/2031      18.00
LEHMAN BROS HLDG       6.150%  4/11/2031      10.05
LEHMAN BROS HLDG       6.850%  8/16/2032      14.00
LEHMAN BROS HLDG       6.850%  8/23/2032      20.00
LEHMAN BROS HLDG       6.900%  9/1/2032        9.00
LEHMAN BROS HLDG       6.800%  9/7/2032       10.00
LEHMAN BROS HLDG       7.000%  10/4/2032      10.00
LEHMAN BROS HLDG       6.500%  11/15/2032     11.00
LEHMAN BROS HLDG       6.500%  1/17/2033       7.65
LEHMAN BROS HLDG       6.750%  3/11/2033       9.00
LEHMAN BROS HLDG       6.000%  4/30/2034      10.00
LEHMAN BROS HLDG       6.000%  7/30/2034       5.77
LEHMAN BROS HLDG       5.550%  12/31/2034     13.75
LEHMAN BROS HLDG       5.650%  12/31/2034      8.00
LEHMAN BROS HLDG       6.000%  2/21/2036       8.00
LEHMAN BROS HLDG       6.000%  2/24/2036       7.81
LEHMAN BROS HLDG       6.400%  12/19/2036     18.25
LEHMAN BROS HLDG       6.500%  12/22/2036      7.56
LEHMAN BROS HLDG       6.000%  2/12/2037      10.50
LEHMAN BROS HLDG       6.500%  2/13/2037      10.00
LEHMAN BROS HLDG       6.300%  3/27/2037      14.00
LEHMAN BROS HLDG       6.500%  6/21/2037      10.00
LEHMAN BROS HLDG       6.500%  7/13/2037       8.60
LEHMAN BROS HLDG       6.875%  7/17/2037       0.27
LEHMAN BROS HLDG       7.000%  7/27/2037       9.60
LEHMAN BROS HLDG       7.000%  9/28/2037      10.75
LEHMAN BROS HLDG       6.750%  10/26/2037      7.48
LEHMAN BROS HLDG       7.000%  12/28/2037     10.80
LEHMAN BROS HLDG       7.000%  1/31/2038       9.00
LEHMAN BROS HLDG       7.000%  2/1/2038        9.55
LEHMAN BROS HLDG       7.000%  2/8/2038       10.00
LEHMAN BROS HLDG       7.050%  2/27/2038       9.60
LEHMAN BROS HLDG       7.250%  2/27/2038      11.50
LEHMAN BROS HLDG       7.100%  3/25/2038      22.00
LEHMAN BROS HLDG       7.000%  4/22/2038       5.04
LEHMAN BROS HLDG       7.250%  4/29/2038      13.85
LEHMAN BROS HLDG       7.350%  5/6/2038       10.00
LIBERTY FINL           6.750%  11/15/2008     97.00
CHENIERE ENERGY        2.250%  8/1/2012       16.00
LANDRY'S RESTAUR       9.500%  12/15/2014     86.75
MAJESTIC STAR          9.500%  10/15/2010     48.50
MAJESTIC STAR          9.750%  1/15/2011       3.00
MAGNA ENTERTAINM       7.250%  12/15/2009     51.00
MAGNA ENTERTAINM       8.550%  6/15/2010      46.20
MERRILL LYNCH         11.000%  4/28/2009      19.38
MERRILL LYNCH         12.000%  3/26/2010      21.42
MERRILL LYNCH          7.530%  3/9/2011       87.25
MERIX CORP             4.000%  5/15/2013      30.50
METALDYNE CORP        11.000%  6/15/2012       9.50
METALDYNE CORP        10.000%  11/1/2013      15.00
JOHN HANCOCK LIF       4.300%  10/15/2008     95.90
MASONITE CORP         11.000%  4/6/2015       24.50
MICHAELS STORES       11.375%  11/1/2016      40.75
KNIGHT RIDDER          4.625%  11/1/2014      30.25
MORRIS PUBLISH         7.000%  8/1/2013       25.25
MRS FIELDS             9.000%  3/15/2011      56.50
MRS FIELDS            11.500%  3/15/2011      60.50
MORGAN ST DEAN W       1.250%  12/30/2008     86.50
MORGAN STANLEY         3.875%  1/15/2009      94.50
NORTH ATL TRADNG       9.250%  3/1/2012       42.00
NATL CITY BANK         4.150%  8/1/2009       66.00
NATL CITY BANK         2.700%  8/24/2009      70.96
NATL CITY BANK         4.250%  1/29/2010      55.13
NATL CITY BK CLE       7.250%  7/15/2010      35.00
NATL CITY BK KEN       6.300%  2/15/2011      40.67
NATL CITY BANK         6.250%  3/15/2011      40.00
NATL CITY BK PA        7.250%  10/21/2011     42.00
NATL CITY BANK         6.200%  12/15/2011     39.85
NEFF CORP             10.000%  6/1/2015       28.00
NEWARK GROUP INC       9.750%  3/15/2014      40.00
NEKTAR THERAPEUT       3.250%  9/28/2012      41.00
LEINER HEALTH         11.000%  6/1/2012        9.75
OSCIENT PHARM          3.500%  4/15/2011      25.75
OSCIENT PHARM          3.500%  4/15/2011      19.13
OSI RESTAURANT        10.000%  6/15/2015      39.25
PFG-CALL10/08          5.450%  10/15/2013     98.38
PFG-CALL10/08          5.700%  10/17/2016     98.10
RESTAURANT CO         10.000%  10/1/2013      50.00
PIERRE FOODS INC       9.875%  7/15/2012       7.88
PLIANT CORP           11.125%  9/1/2009       76.50
PLY GEM INDS           9.000%  2/15/2012      51.50
PINNACLE AIRLINE       3.250%  2/15/2025      73.32
PORTOLA PACKAGIN       8.250%  2/1/2012       51.75
PRIMUS TELECOM         5.000%  6/30/2009      64.50
PRIMUS TELECOM         3.750%  9/15/2010      51.75
PRIMUS TELECOM         8.000%  1/15/2014      32.00
NUTRITIONAL SRC       10.125%  8/1/2009       21.50
QUALITY DISTRIBU       9.000%  11/15/2010     55.06
RITE AID CORP          6.875%  8/15/2013      42.05
RITE AID CORP          8.625%  3/1/2015       50.68
RAFAELLA APPAREL      11.250%  6/15/2011      39.00
RADIAN GROUP           7.750%  6/1/2011       51.95
RESIDENTIAL CAP        8.125%  11/21/2008     80.25
RESIDENTIAL CAP        8.375%  6/30/2010      23.00
RESIDENTIAL CAP        8.000%  2/22/2011       5.00
RESIDENTIAL CAP        8.500%  6/1/2012       25.92
RESIDENTIAL CAP        8.500%  4/17/2013      18.13
RESIDENTIAL CAP        8.875%  6/30/2015      21.00
RH DONNELLEY           6.875%  1/15/2013      38.75
DEX MEDIA WEST         9.875%  8/15/2013      50.50
RH DONNELLEY           8.875%  1/15/2016      31.75
ROTECH HEALTHCA        9.500%  4/1/2012       58.00
ISTAR FINANCIAL        5.650%  9/15/2011      57.50
SPHERIS INC           11.000%  12/15/2012     54.00
XM SATELLITE          10.000%  12/1/2009      65.00
SIRIUS SATELLITE       9.625%  8/1/2013       53.37
SIX FLAGS INC          9.750%  4/15/2013      54.00
SIX FLAGS INC          9.625%  6/1/2014       35.00
SLM CORP               4.200%  9/15/2010      50.11
SLM CORP               4.700%  8/15/2012      42.00
SOVEREIGN CAP TR       7.908%  6/13/2036      25.00
STANLEY-MARTIN         9.750%  8/15/2015      35.25
STATION CASINOS        6.000%  4/1/2012       51.00
STATION CASINOS        6.500%  2/1/2014       30.00
STATION CASINOS        6.875%  3/1/2016       28.00
STATION CASINOS        6.625%  3/15/2018      26.50
SWIFT TRANS CO        12.500%  5/15/2017      32.82
TEKNI-PLEX INC        12.750%  6/15/2010      65.00
TOUSA INC              9.000%  7/1/2010       45.00
TOUSA INC              9.000%  7/1/2010       44.00
TOUSA INC              7.500%  3/15/2011       2.00
TOUSA INC             10.375%  7/1/2012        5.00
TOUSA INC              7.500%  1/15/2015       2.00
TRIBUNE CO             5.500%  10/6/2008      95.00
TRIBUNE CO             5.670%  12/8/2008      94.00
TRIBUNE CO             4.875%  8/15/2010      46.83
TIMES MIRROR CO        7.250%  3/1/2013       26.50
TRIBUNE CO             5.250%  8/15/2015      23.80
TIMES MIRROR CO        7.500%  7/1/2023       22.00
TRUMP ENTERTNMNT       8.500%  6/1/2015       37.00
WIMAR OP LLC/FIN       9.625%  12/15/2014      8.00
TRUE TEMPER            8.375%  9/15/2011      29.80
TRONOX WORLDWIDE       9.500%  12/1/2012      37.94
JAZZ TECHNOLOGIE       8.000%  12/31/2011     40.00
RJ TOWER CORP         12.000%  6/1/2013        1.13
TXU ENERGY CO          7.000%  3/15/2013      41.50
UAL CORP               5.000%  2/1/2021       39.00
UAL CORP               4.500%  6/30/2021      42.50
UPS-CALL10/08          5.150%  10/15/2018     99.00
USAUTOS TRUST          5.100%  3/3/2011       49.00
UNIVISION COMM         3.875%  10/15/2008     99.87
VERTIS INC             9.750%  4/1/2009       73.50
VERENIUM CORP          5.500%  4/1/2027       38.00
VERASUN ENERGY         9.875%  12/15/2012     71.50
VESTA INSUR GRP        8.750%  7/15/2025       1.00
WACHOVIA CORP          3.625%  2/17/2009      97.44
WCI COMMUNITIES        9.125%  5/1/2012       28.50
WCI COMMUNITIES        7.875%  10/1/2013      35.00
WILLIAM LYON           7.625%  12/15/2012     46.00
WILLIAM LYON          10.750%  4/1/2013       42.00
WILLIAM LYON           7.500%  2/15/2014      36.81
WOLVERINE TUBE        10.500%  4/1/2009       87.50
WASH MUTUAL INC        4.000%  1/15/2009      64.00
WASH MUTUAL INC        4.200%  1/15/2010      61.50
WASH MUTUAL INC        8.250%  4/1/2010        1.00
WASH MUT BANK NV       5.550%  6/16/2010      36.27
WASH MUT BANK NV       5.950%  5/20/2013       0.75
WASH MUTUAL INC        4.625%  4/1/2014       19.00
WASH MUT BANK FA       5.650%  8/15/2014       2.50
WASH MUT BANK NV       5.125%  1/15/2015       2.25
WASH MUTUAL INC        7.250%  11/1/2017      14.00
YOUNG BROADCSTNG      10.000%  3/1/2011       18.00
YOUNG BROADCSTNG       8.750%  1/15/2014      25.00
USFREIGHTWAYS          6.500%  5/1/2009       95.50
USFREIGHTWAYS          8.500%  4/15/2010      77.00


                             *********

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 ***