TCR_Public/081007.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, October 7, 2008, Vol. 12, No. 219           

                             Headlines

ACCENTIA BIOPHARMACEUTICALS: Receives NASDAQ Delisting Notice
ADELPHIA COMM: Second Circuit Affirms District Court Decision
AGATA SKWAREK: Voluntary Chapter 11 Case Summary
ALL-AMERICAN SPORTPARK: Settles Cases with Urban Land of Nevada
ALLIED HOLDINGS: Court Denies Volvo Parts' Fund Dismissal Plea

AMC INVESTORS: Eugenia VI Files Involuntary Chapter 7
AMERICAN ACHIEVEMENT: Fails to Meet Note Condition; Hikes Rate
AMERICAN INTERNATIONAL: Sale Can Help Repay Loan, Says UBS Analyst
AMERICAN INTERNATIONAL: Discloses 8.4% Equity Stake in eTelecare
AMERICAN INTERNATIONAL: Robert Sandler Retires from Firm

AMERICAN INTERNATIONAL: Has 33.2% Stake in Transatlantic Holdings
AMERICAN INTERNATIONAL: Moody's Cuts Unsecured Debt Rating to 'A3'
ARCHWAY COOKIES: Files for Chapter 11 Bankruptcy Protection
ARCHWAY COOKIES: Case Summary & 30 Largest Unsecured Creditors
ARTHUR DUNHAM: Case Summary & Five Largest Unsecured Creditors

ASARCO LLC: Plan Confirmation Hearing Set for November 17
ASF INVESTMENT: Voluntary Chapter 11 Case Summary
ASHTON WOODS: Misses Payment on $125 Million in Subordinated Notes
ASHTON WOODS: S&P Lowers Ratings to 'D' After Missed Payment
ATLANTIC EXPRESS: June 30 Balance Sheet Upside-Down by $51MM

ATRIUM CORP: Extends Exchange Offering of 11-1/2% Senior Notes
BANCRPH LP: Case Summary & Largest Unsecured Creditor
BEARD CO: Geohedral Venture Acquires Mineral Discovery Ownership
BETCORP LIMITED: Chapter 15 Petition Summary
BIOVEST INT'L: Inks Securities Purchase Deal with Three Investors

BLUE HOLDINGS: Reports $4.5 Million Net Loss for March 2008
CADENCE INNOVATION: Court Approves $50,000,000 BofA DIP Financing
CADENCE INNOVATION: Can Hire Cole Schotz as Lead Bankr. Counsel
CALPINE CORP: Draws $725 Million Under Exit Facility Agreement
CATALYST ENERGY: Files for Chapter 11 Protection

CENTENNIAL COMMUNICATIONS: Shareholders Okay Stock Option Plan
CHET MORRISON: Moody's Withdraws Ratings on Uncompleted Offering
CIENA CAPITAL: Court Gives Interim Approval on $5MM Loan
CMR MORTGAGE: Reports $1.3 Million Net Income for March 2008
COMMONWEALTH EDISON: ICC Case Decision Cues Moody's to Lift Rtngs

COMMUNICATION INTELLIGENCE: Amends SEC Statement for Share Sale
CONEXANT SYSTEMS: Expects Up to $125 Million Revenue for Q4 2008
CONEXANT SYSTEMS: Inks Termination Deal with Lewis Brewster
CONSTAR INTERNATIONAL: SEC Grants Exclusion on 10-K Information
CORPORACION DURANGO: Files for Ch. 15; Affiliates File Ch. 11

CORPORACION DURANGO: Chapter 15 Case Summary
CREATIVE LOAFING: Gets Initial OK to Use Atalaya's Cash Collateral
DAN RIVER: CONSOR Selling Name, Intellectual Property Portfolio
DAN RIVER: Court Sets November 3 Claims Bar Date
DELPHI CORP: Court OKs Moelis as Panel's Co-Investment Banker

DEMEX ENGINEERING: Case Summary & 20 Largest Unsecured Creditors
DIOMED HODLINGS: Pays in Full Debt to Hercules Technology
DOWNEAST HERITAGE: Files for Chapter 7 in Maine Court
DUKE FUNDING: Moody's Cuts Ratings to 'C' on Four Note Classes
EATON VANCE: Moody's Takes Negative Rating Actions on Term Notes

EL PASO CHILE: General Unsecured Creditors Will Be Paid in Full
ENCAP GOLF: Competing Reorganization Plan Filed
ERIE COUNTY PLASTICS: Files Chapter 11 in Erie Federal Court
ERIK BENHAM: Chapter 11 Case Converted to Chapter 7 Proceeding
ESTATE FINANCIAL: Trustees Reviewing Mortgage Loans, Properties

FANNIE MAE: Drops Planned Adverse Market Delivery Charge Increase
FIBERTECH POLYMERS: Case Summary & 19 Largest Unsecured Creditors
FORD MOTOR: Conditions Satisfied for UAW Settlement Deal
FREEDOM COMMS: In Talks with Lenders on Fin. Covenant Compliance
FREESCALE SEMICONDUCTOR: Will Sell Cellphone Chip Business

FRONTIER AIRLINES: Inks Deal on LT Wage and Benefit Concessions
GEMINI AIR: Wants Chapter 11 Case Dismissed
GENCORP INC: Names Kathy Reid as Vice President Controller
GENERAL DATACOMM: Secures $250,000 Loan from CEO and Board Chair
GENERAL GROWTH: Moody's Lowers Debt Ratings to 'Ba3' from 'Ba2'

GENERAL MOTORS: Unable to Meet Demand, Factory to Run Overtime
GENERAL MOTORS: Amended GSA and MRA Take Effect
GENERAL MOTORS: Exchanges 16MM Shares for Series D Debentures
HAWAII MEDICAL: Collin Dang Replaces Danelo Canete as CEO
HRP MYRTLE: May Extend Season Ticket Passes for Six Months

IL LUGANO: Seeks to Employ Zeisler as Local Bankruptcy Counsel
IMARX THERAPEUTICS: Saints Capital Discloses 11.57% Equity Stake
IMAX CORPORATION: Draws $10 Million from Credit Facility
INNOPHOS HOLDINGS: CNA Files Appeal over Water Rate Decision
INTERSTATE BAKERIES: Files Amended Plan & Disclosure Statement

INTERSTATE BAKERIES: Wants Plan Funding Commitment Deals Approved
IVANHOE ENERGY: Wants to Withdraw Amended Form 13G
JEFFERSON COUNTY: Two Officials Seek Bankruptcy Vote on Sewer Debt
KEYSTONE SURPLUS: Case Summary & 20 Largest Unsecured Creditors
KIMBALL HILL: Seeks Until January 16 to File Chapter 11 Plan

KIMBALL HILL: Cesari Response Leaves Creditors Committee
KING'S BEACH: Case Summary & Six Largest Unsecured Creditors
LEAP WIRELESS: Settles Lawsuits with MetroPCS Communications
LEHIGH COAL: Court Denies Bid to Oust Management
LEHMAN BROTHERS: Case Summary & 49 Largest Unsecured Creditors

LUBBOCK MEDICAL: Sells Property at $3MM, Files Plan & Statement
MAGUIRE PROPERTIES: Moody's Withdraws Rtngs After Facility Payment
MATTRESS DISCOUNTERS: U.S. Trustee Sets 341(a) Meeting for Oct. 20
MEDICOR LTD: Wants Exclusive Plan Filing Period Moved to Dec. 5
MERITAGE HOMES: Wins $111 Million Case Against Greg Hancock

MGM MIRAGE: Taps $1.8 Billion of Senior Bank Credit Facility
MIAMI ENTERTAINMENT: Voluntary Chapter 11 Case Summary
MIRANT CORP: Suspends Share Buyback Program
MOUNTAIN ADVENTURE: Objects to Conversion of Case to Chapter 7
NEPTUNE INDUSTRIES: Files Complaint Over Stock Price Manipulation

NEUMANN HOMES: To Mail Claim Forms and Bar Date Notice on Nov. 13
NUCRYST PHARMA: Gets Delisting Notice; Has Until March to Comply
OPEN ENERGY: SEC Deems Marketing & Distribution Pact Classified
PAPER INTERNATIONAL: Voluntary Chapter 11 Case Summary
PATRIOT HOMES: Asks Interim Authority to Use Cash Collateral

PETTERS AVIATION: Files for Chapter 11 Protection
PETTERS AVIATION: Case Summary & 20 Largest Unsecured Creditors
PINE RIVER: PolyOne Pays 10% of Preference, Gives Up Claim
POWER EFFICIENCY: Files Amendment to Share Registration Statement
PRINCETON OFFICE: Files Schedules of Assets and Liabilities

RANDLE HEIGHTS: Case Summary & 10 Largest Unsecured Creditors
RAFAELLA APPAREL: Moody's Reviews Low-B Ratings for Likely Cut
REHRIG INT'L: Gets Final OK to Access $12MM LaSalle DIP Loan
REHRIG INT'L: Gets Final OK to Access $12MM LaSalle DIP Loan
REHRIG INT'L: Sec. 341 Meeting Slated for October 30

ROBERT ZELLMER: Case Summary & 16 Largest Unsecured Creditors
SAGEMARK COMPANIES: Negotiates Deals to Cut Debt, Avoid Bankruptcy
SPACEHAB INC: Posts $25.5 Million Loss for Year Ended June 30
SPRINT NEXTEL: Gets Offers for Nextel, Faces Hurdles on Sale
SUN COUNTRY: Asks Workers to Defer Half of Wages

SYNTAX-BRILLIAN: Ch. 11 Examiner Wants Potter Anderson as Counsel
THAYER POWER: Case Summary & 20 Largest Unsecured Creditors
THOMAS INDUSTRIES: Milliken Withdraws $24,000,000 Offer
THOMAS INDUSTRIES: Committee Taps Hays Financial as Advisors
THORNBURG MORTGAGE: Moody's Affirms Preferred Stock Rating at 'Ca'

TOSHA RESTAURANTS: Says Queensbury Franchise to Remain Open
TRIARC COS: Completes Merger With Wendy's International
TROPICANA ENT: Wants to Assume Control of Atlantic City Casino
US DATANET: Case Summary & 48 Largest Unsecured Creditors
US ENERGY: Says Well Problem Requires Exclusivity Extension

VERENIUM CORP: Amends Employment Agreement with CEO Carlos Riva
VIACK CORPORATION: Case Summary & 19 Largest Unsecured Creditors
WESTAFF INC: Has New Forbearance Deal with Wells Fargo, et al.
WESTAFF INC: Selling Aussie and New Zealand Units to Humanis Blue
WESTAFF INC: Names Sean Wong as Vice President Controller

WREN ALEXANDER: Case Summary & Two Largest Unsecured Creditors
XRITE INC: Names New Four Board Members Under Investment Deals

* George Bush Signs $700 Billion Bailout Plan Into Law
* California May Ask $7BB Emergency Loan from Federal Government
* Massachusetts Asks About Federal Loan Amid Market Worries

* Upcoming Meetings, Conferences and Seminars

                             *********

ACCENTIA BIOPHARMACEUTICALS: Receives NASDAQ Delisting Notice
-------------------------------------------------------------
Accentia Biopharmaceuticals, Inc. disclosed in a Securities and
Exchange Commission filing that it received notice from the NASDAQ
Stock Market dated Sept. 22, 2008, notifying the Company that it
has fallen below the minimum market capitalization required by the
NASDAQ Capital Market.

To demonstrate compliance with NASDAQ Marketplace Rule
4310(c)(3)(B), Accentia needs to maintain a minimum of $35 million
in market value for at least 10 consecutive days before Oct. 22,
2008.  If the Company does not regain compliance by Oct. 22, 2008,
the NASDAQ staff will notify the Company of its non-compliance. In
that event and at that time, the Company may appeal NASDAQ's
delisting determination to a NASDAQ Listing Qualifications Panel.
This notification has no effect on the listing of Accentia's
common stock at this time.

            About Accentia BioPharmaceuticals Inc.

Based in Tampa, Florida, Accentia BioPharmaceuticals Inc. (Nasdaq:
ABPI) -- http://www.accentia.net/-- is a vertically integrated        
biopharmaceutical company focused on the development and
commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications.  The company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.

Additionally, the company has acquired the majority ownership
interest in Biovest International Inc. and a royalty interest in
Biovest's lead drug candidate, BiovaxID(TM) and any other biologic
products developed by Biovest.  The company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia Biopharmaceuticals Inc.'s consolidated balance sheet at
June 30, 2008, showed $30.9 million in total assets, $115.9
million in total liabilities, resulting in a $90.3 million total
stockholders' deficit.

                       Going Concern Doubt

Aidman, Piser & Company, P.A., in Tampa, Florida, expressed
substantial doubt about Accential Biopharmaceuticals Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Sept. 30, 2007, and 2006.  The auditing firm reported that the
company has incurred cumulative net losses of approximately
$164.1 million during the three years ended Sept. 30, 2007,
$57.8 million of which was attributable to their 76% owned
subsidiary, and, as of that date, had a working capital deficiency
of approximately $53.1 million.

The Company incurred net losses of $44.6 million and used cash
from operations of approximately $20.7 million during the nine
months ended June 30, 2008, and has a working capital deficit of
approximately $83.6 million at June 30, 2008.  Net losses for
Biovest, whose results are consolidated with the Company, were
approximately $11.5 million, during the same nine month period.  
The Company's registered independent public accounting firm
indicated that there was substantial doubt about the Company's
ability to continue as a going concern in their report on the
Company's September 30, 2007 consolidated financial statements
filed on form 10K.


ADELPHIA COMM: Second Circuit Affirms District Court Decision
-------------------------------------------------------------
The U.S. Court of Appeals for the Second Circuit upholds the
ruling of District Court Judge Shira Scheindlin for the Southern
District of New York related to an appeal by the Official
Committee of Equity Security Holders from Judge Robert Gerber's
order confirming the Chapter 11 Plans of Adelphia Communications
Corporation and its debtor affiliates.

The Appeal was assigned to Judge Scheindlin.  The main contention
of the Appeal was the transfer of the Equity Committee's
derivative claims to a litigation trust made under the Plan.  The
Equity Committee argued that without its consent, the Bankruptcy
Court lacked the authority to transfer the derivative claims.

The Bankruptcy Court confirmed Adelphia's Plan which provided for
the transfer of the estates' claims, including those asserted by
the Equity Committee, to a litigation trust.  Recoveries by the
litigation trust would first be paid to all Debtors' unsecured
creditors, and remaining funds would be distributed to
shareholders.  Furthermore, the Bankruptcy Court rejected the
Equity Committee's objection to the transfer of the derivative
claims saying that for value to pour down all the way to equity,
the litigation trust would have to recover $6.5 billion.  That
recovery is seemingly so ambitious that it could fairly be said
that "equity is hopelessly out of the money," the Bankruptcy
Court noted.

Upon review, Judge Scheindlin held that the Appeal was moot and
the Equity Committee did not and could not dispute that the Plan
has been substantially consummated.  The District Court
subsequently dismissed the Equity Committee's Appeal in May 2007.

Subsequently, the Equity Committee took its Appeal to the Second
Circuit.  The Equity Committee asserted that the District Court
erred in dismissing its Appeal.  The Appeal was then brought
before Circuit Judges Sotomayor and Newman.

The Bankruptcy Code does not expressly authorize committees or
individual creditors in contrast to trustees and debtors to sue
on behalf of an estate, the Second Circuit points out.
Nevertheless, the Second Circuit avers that it recognizes an
"implied but qualified" right under Section 1103(c)(5) and
1109(b) of the Bankruptcy Court for an unsecured creditors'
committee to assert claims in the event the trustee or debtors
unjustifiably failed to bring suit or abused discretion in not
suing on colorable claims likely to benefit the reorganized
estate.  

The Second Circuit holds that a court may withdraw a committee's
derivative standing and transfer the management of its claims,
even in the absence of the committee's consent, if that court
concludes that the transfer is in the best interests of the
estates.  In this light, the Second Circuit opines that "[t]he
bankruptcy court not only authorized to confer derivative
standing upon the Equity Committee, it has also had the authority
to - and did - effectively withdraw that standing when it
concluded that the Equity Committee's role was no longer in the
best interests of the estate, and to transfer the derivative
claims to a litigation trust."  

Thus, the Second Circuit accede that the Bankruptcy Court has
authority to confirm the Plan and transfer the Equity Committee's
claims to a litigation trust.  

The Equity Committee has argued that the trustees of the
litigation trust will be less effective in pursuing the
derivative claims because, being appointed by the Official  
Committee of Unsecured Creditors, they possess conflicts of
interests.  The Equity Committee, however, failed to prove their
allegations concerning the conduct of the trustees, Judge
Sotomayor states.  Thus, the Second Circuit avers, there is no
reason for the Equity Committee to second-guess the Bankruptcy
Court's judgment.  

The Equity Committee's argument on creditors' priority is but a
rehash of its unsuccessful objection to the Plan, Judge Sotomayor
says.  

The Second Circuit also elaborates that a plan need not satisfy
the Absolute Priority Rule so long as any class adversely
affected by the variation accepts the plan.  The Second Circuit
finds that it was not impermissible for Adelphia's interest
holders to agree overwhelmingly upon a plan that shared
Adelphia's litigation proceeds with other Debtors' creditors.

Accordingly, the Second Circuit affirms Judge Scheindlin's
devision to dismiss the Equity Committee's Appeal.

A full-text copy of the 11-page Second Circuit Opinion is
available for free at http://ResearchArchives.com/t/s?32f8

                       About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--    
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.

The Bankruptcy Court confirmed the Debtors' Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.  That
plan became effective on Feb. 13, 2007.

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


AGATA SKWAREK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Agata Skwarek
        370 Weschester Avenue
        Port Chester, NY 10573

Bankruptcy Case No.: 08-23433

Chapter 11 Petition Date: October 3, 2008

Court: Southern District of New York (White Plains)

Debtor's Counsel: Jerzy Sokol, Esq.
                  jbsokol@yahoo.com
                  861 Manhattan Avenue, Suite 6
                  Brooklyn, NY 11222
                  Tel: (718) 389-5115
                  Fax: (718) 389-0978

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.


ALL-AMERICAN SPORTPARK: Settles Cases with Urban Land of Nevada
---------------------------------------------------------------
All-American SportPark, Inc. disclosed in a Securities and
Exchange Commission filing that it has entered into a settlement
agreement with Urban Land of Nevada, Inc.

In December 2005, the Company commenced an arbitration proceeding
before the American Arbitration Association against Urban Land
seeking reimbursement of an $800,000 paid in settlement of the
Sierra SportService matter plus fees and costs pursuant to the
terms of the Company's agreements with Urban Land, which owns the
property on which the Callaway Golf Center is located.  Urban Land
filed a counterclaim against the Company seeking to recover
damages related to back rent allegedly owed by Company of
approximately $600,000.  In addition, Urban Land claims the
Company misused an alleged $880,000 settlement related to
construction defects lawsuits.  An arbitrator was appointed and
arbitration was scheduled for September 2008.

Urban Land also filed another lawsuit against the Company and
claims against other parties in the arbitration proceeding. The
claims against the Company remain essentially identical.  The
other parties include, among others, Ronald S. Boreta, the
President of the Company; Vaso Boreta, Chairman of the Board of
the Company; and Boreta Enterprise, Ltd., a principal shareholder
of the Company. The other party claims allege that the Company and
others defrauded otherwise injured Urban Land in connection with
Urban Land entering into certain agreements in which the Company
is a party.

The Company filed a motion to dismiss against the plaintiff's
claims in the lawsuit but the Court provided the plaintiff with a
limited amount of discovery.  The discovery process began in 2007
and depositions were taken in September 2007.  A summary judgment
was awarded in favor of the Company in June 2008, dismissing the
claims.  The Company asked the court to be awarded a judgment
against Urban Land for the legal costs incurred by the Company in
connection with the lawsuit.

On Feb. 10, 2006, Urban Land filed a notice of default on the CGC
ground lease claiming that certain repairs to the property had not
been performed or documented.  The Company filed a lawsuit in the
Eighth Judical District Court of Clark County Nevada to prevent
Urban Land from declaring the Company in default of its lease.  
The claims in the notice of default have been added to the above
arbitration proceeding.  A Summary Judgment was awarded to the
Company in February 2008.

As a result of the settlement agreement, an appeal pending before
the Nevada Supreme Court and the arbitration proceedings involving
the parties have been or will be ended.

Urban Land has agreed to pay the Company $850,000 for the Sierra
SportService matter.  Further, Urban Land will not charge any rent
for the ground lease on the Callaway Golf Center for the months of
October 2008 through March 2009.  Effective on April 1, 2009, the
minimum rent under the lease will be approximately $40,140 per
month which amount will be subject to certain increases in October
2012 and October 2017.  In addition, Urban Land's 35% interest in
the Company's All American Golf Center, Inc. subsidiary has been
canceled.

Urban Land has paid ASI Group, LLC, a principal shareholder of the
Company, $185,877 for legal expenses and released certain other
related parties from any liability in connection with the legal
proceedings.

                   About All-American SportPark

Based in Las Vegas, All-American SportPark Inc. (OTC BB: AASP) is
engaged in the management and operation of the Callaway Golf
Center (CGC), a golf facility located on 42 acres of leased land
in Las Vegas, Nevada.  The CGC includes a two-tiered, 110-station,
driving range.

The company also sells golf balls under the Pro-line equipment and
popular brand name.  In addition to the driving range, the CGC has
a lighted, nine-hole, par three golf course, named the Divine
Nine.  The golf course has several water features, including
lakes, creeks, water rapids and waterfalls, golf cart paths, and
designated practice putting and chipping areas.

                       Going Concern Doubt

L.L. Bradford & Company, LLC, in Las Vegas, expressed substantial
doubt about All-American SportPark Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm pointed to the company's negative working capital
and recurring losses.

All-American SportPark Inc.'s consolidated balance sheet at
June 30, 2008, showed $1,054,606 in total assets and $10,812,593
in total liabilities, resulting in a $9,757,987 total
stockholders' deficit.
                       

ALLIED HOLDINGS: Court Denies Volvo Parts' Fund Dismissal Plea
--------------------------------------------------------------
The United States Bankruptcy Court for the Northern District
of Georgia denied Volvo Parts North America, Inc.'s request
to dismiss Allied Holdings Inc.'s complaint for turnover of
fund.  The Court also denied a request by Volvo for allowance of
balances it sought in its claims, including $175,987 as priority
administrative expense.

The Court ruled that the funds overpaid to Volvo postpetition
were property of the Debtor' bankruptcy estate.  In addition,  
Volvo does not have a right of recoupment.  The Court directed
Volvo to turn over $561,743 to the Debtor.

The Debtor argued that Volvo Parts' request for the allowance of
an administrative priority claim because Volvo's request:

   * was untimely filed,
   * is procedurally improper, and
   * is substantively invalid.

The Reorganized Debtor' counsel, Alisa H. Aczel, Esq., at
Troutman Sanders LLP, in Atlanta Georgia, says Volvo failed
to provide any explanation why it was unable to file an
administrative claim on or before the June 29, 2007
Administrative Expense Claims Bar Date when the Debtor have
provided notification to all parties-in-interest about the Bar
Date.

Ms. Aczel also notes that Volvo failed to clearly articulate
whether it seeks to have a portion of one of its Claims
reclassified as an administrative priority claim or whether it
seeks to have an entirely new claim allowed.  Ms. Aczel argues
that under either scenario, Volvo's request is improper in the
Adversary Proceeding.

Ms. Aczel says that the only procedural mechanism through which
Volvo can seek allowance of an administrative claim is by seeking
allowance of that claim in the Reorganized Debtor' main
bankruptcy cases.  It is wholly inappropriate for Volvo to seek
allowance of an administrative expense claim in the Adversary
Proceeding, since "claims against a bankruptcy estate are not
brought as lawsuits . . . [but rather] are asserted directly
against the estate, within the bankruptcy case, either under the
claims procedure of Sections 501 or 502, or under the
administrative expense procedures of Section 503, Ms. Aczel
contends, citing In re Schechter v. Dept. of Rev. (In re Markos
Gurnee P'ship), 182 B.R.211, 216 (Bankr. D.Ill.1995).

Ms. Aczel further contends that it is similarly inappropriate to
seek reclassification of Volvo's Claims in the Adversary
Proceeding.

The Reorganized Debtor also points out that Volvo has failed to
satisfy the requirements of Section 503(b) of the Bankruptcy
Code.  Ms. Aczel notes that Volvo seeks administrative priority
for $175,987, on account of the Debtor' illegal termination of a
service agreement, yet failed to establish the amount and extent
of its postpetition claim or demonstrate any correlation between
the $175,987 amount and the Reorganized Debtor' postpetition
estates.

Ms. Aczel says that on its face, Volvo appears to be asserting a
claim for rejection damages, which claims are deemed to
constitute a prepetition claim.

Ms. Aczel relates that the record is unequivocally clear that the
Reorganized Debtor undertook no affirmative steps to assume the
Service Agreement with Volvo.  She says the Reorganized Debtor
neither filed a motion nor notified Volvo with any intent to
assume the agreement.

                      About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its           
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, served as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provided the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provided financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than
$100 million in assets and debts.  

On May 11, 2007, the Court confirmed Allied's Second Amended
Chapter 11 Plan of Reorganization.  Allied emerged from
bankruptcy on May 29, 2007.  (Allied Holdings Bankruptcy
News, Issue No. 68; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)           

                          *     *     *

As of April 30, 2007, Allied Holdings Inc.'s consolidated balance
sheet showed $217,379,000 in total stockholders' deficit resulting
from total assets of $309,931,000 and total liabilities of         
$527,310,000.


AMC INVESTORS: Eugenia VI Files Involuntary Chapter 7
-----------------------------------------------------
Bill Rochelle of Bloomberg News reports that Eugenia VI Venture
Holdings, Ltd., filed an involuntary Chapter 7 petition with the
U.S. Bankruptcy Court for the District of Delaware against AMC
Investors, LLC, (Lead Case 08-12264) and an affiliate.

Eugenia VI says it has a $10.7 million state court judgment
against the alleged Debtors that it has been unable to collect,
according to the report.

The judgment arose from a loan that Eugenia VI made to AMC
Computer Corp., a now-defunct operating company of the Debtors
that they guaranteed, according to the report.  Eugenia VI
describes the judgment as resulting from AMC Computer's falsifying
collateral to borrow more money than it was entitled to obtain
under the credit agreement, according to the report.


AMERICAN ACHIEVEMENT: Fails to Meet Note Condition; Hikes Rate
--------------------------------------------------------------
American Achievement Group Holding Corp. disclosed in a Securities
and Exchange Commission filing that a condition under the terms of  
its 14.75% Senior PIK Notes due Oct. 1, 2012, was not met and
therefore the interest rate on the notes has increased by 2% as of
Aug. 30, 2008.  

American Achievement issued $150.0 million senior PIK notes in
June 2006.  On February 24, 2007, the rate at which interest
accrues on the senior PIK notes increased by 2.00% per annum, to a
rate of 14.75%.

The first interest payment on the notes occurred on October 1,
2006.  Through April 1, 2011, interest on the notes will be
payable in the form of additional notes semi-annually in arrears
on April 1 and October 1.  On October 1, 2011, and thereafter,
interest will be payable in cash semi-annually in arrears on
April 1 and October 1.  The notes mature on October 1, 2012.

In its Form 10-K filing in December 2007, the company disclosed
that, at maturity, it is required to repay the notes at a
repayment price of 103.188% of the aggregate principal amount
thereof, plus accrued and unpaid interest and special interest, if
any, to the maturity date.  The notes are the company's unsecured
obligation and rank equally with all of its future senior
obligations and senior to its future subordinated indebtedness.  
The notes are effectively subordinated to the company's future
secured indebtedness to the extent of the assets securing that
indebtedness and are structurally subordinated to all indebtedness
and other obligations of its subsidiaries.

                    About American Achievement

Based in Austin, Texas, American Achievement Group Holding Corp.
together with its wholly-owned subsidiary, AAC Group Holding Corp.
and its indirect wholly-owned subsidiary, American Achievement
Corporation, manufacture and supply class rings, yearbooks and
other graduation-related scholastic products for the high school
and college markets and of recognition products, such as letter
jackets, and affinity jewelry designed to commemorate significant
events, achievements and affiliations.  Products are and services
are marketed primarily in the United States and operates in four
reporting segments; class rings, yearbooks, graduation products
and other.  

American Achievement Group Holding Corp.'s consolidated balance
sheet at May 31, 2008, showed $489.8 million in total assets and
$643.8 million in total liabilities, resulting in a $154.0 million
stockholders' deficit.  

The company reported net income of $18.6 million on net sales of
$157.1 million for the third quarter ended May 31, 2008, compared
with net income of $15.2 million on net sales of $143.8 million in
the same period ended May 26, 2007.

                          *     *     *

As reported in the Troubled Company Reporter on May 22, 2008,
Moody's Investors Service affirmed American Achievement Group
Holding Corp.'s Corporate family rating at B3; Probability-of-
default rating at B3; and $189 million (current value) senior PIK
notes due 2012 at Caa2 (LGD5, 87%).

Moody's also affirmed AAC Group Holding Corp.'s $124 million
(current value) senior discount notes due 2012 at Caa1 (LGD4,
63%), American Achievement Corporation's $150 million senior
subordinated notes due 2012 at B2 (LGD3, 34%); $40 million senior
secured revolving credit facility due 2010 at Ba3 (LGD1, 7%); and  
$87 million senior secured term loan due 2011 at Ba3 (LGD1, 7%).

The outlook is changed to developing from stable.


AMERICAN INTERNATIONAL: Sale Can Help Repay Loan, Says UBS Analyst
------------------------------------------------------------------
The sale of American International Group assets could help repay
the $85 billion loan the company secured from the government, Liam
Pleven at The Wall Street Journal reports, citing UBS analyst
Andrew Kligerman.

AIG's CEO Edward Liddy laid out a plan to sell the company's
assets, including all of its domestic life-insurance operations
and a part of its foreign life business, to pay off the loan, WSJ
relates.  As reported in the Troubled Company Reporter on Oct. 6,
2008, AIG will refocus the company on its core property and
casualty insurance businesses, generate sufficient liquidity to
repay the outstanding balance of its loan 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.  

WSJ relates that so much of AIG is being put on sale that the
company should be able to raise substantial sums.  The report
states that Mr. Kligerman said, "By my calculations, there's more
than enough to cover the loan," even given the upheaval in the
markets and there is still a pool of buyers "with reasonably high
demand."

According to WSJ, Mr. Kligerman said that AIG's domestic life-
insurance operations alone could fetch $24 billion.  WSJ states
that Mr. Liddy will sell American Life Insurance Co., which is in
Japan, Europe, and the Middle East, among other places, and other
units that sell life insurance in Japan and Taiwan.  The report
says that the foreign life-insurance operations could be
particularly attractive to buyers.

Citing Mr. Liddy, WSJ relates that AIG prefers to sell off units
to companies with strong brand names, ratings, and balance sheets
"because they can be done with speed and you attract larger
buyers."  Manulife Financial Corp., Prudential Financial Inc., and
MetLife Inc., might pursue AIG's offerings, which could earn AIG
tens of billions of dollars, WSJ states.

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

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

               $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.

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 INTERNATIONAL: Discloses 8.4% Equity Stake in eTelecare
----------------------------------------------------------------
American International Group, Inc., Philippine American Life and
General Insurance Company, AIG Life Holdings (International) LLC,
American International Reinsurance Company, Ltd., American
International Assurance Company (Bermuda) Limited, AIG Global
Investment Corp. (Asia) Ltd., AIG Asian Opportunity Fund LP and
AIG Asian Opportunity G.P., L.L.C. disclosed in a Securities and
Exchange Commission filing that they may be deemed to beneficially
own 2,457,832 shares of eTelecare Global Solutions, Inc.'s common
stock, representing 8.4% of the shares issued and outstanding.

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

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

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

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

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

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

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

                        *     *     *          

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

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


AMERICAN INTERNATIONAL: Robert Sandler Retires from Firm
--------------------------------------------------------
American International Group, Inc. disclosed in a Securities and
Exchange Commission filing that named executive officer Robert M.
Sandler has retired from AIG following a change in his position.
Mr. Sandler, 66, had been employed by AIG for over 39 years.

On Sept. 22, 2008, AIG's retention program became effective.  The
program applies to approximately 130 executives and consists of
cash awards payable 60 percent in December 2008 and 40 percent in
December 2009.  

In connection with Mr. Sandler's retirement, AIG entered into an
agreement and release that implements the retirement benefits of
AIG's long-term compensation plans and provides the separation pay
and other benefits to which AIG executives are entitled under
AIG's Executive Severance Plan for terminations without cause.  
These benefits include a payment of a total of $2,514,168 in
separation pay, payable over two years.

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

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

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

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

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

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

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

                        *     *     *          

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

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


AMERICAN INTERNATIONAL: Has 33.2% Stake in Transatlantic Holdings
-----------------------------------------------------------------
American International Group, Inc., AIG Property Casualty Group,
INC., and American Home Assurance Company disclosed in a
Securities and Exchange Commission filing that they may be deemed
to beneficially own 22,018,973 shares of Transatlantic Holdings,
Inc.'s common stock, representing 33.2% of the shares issued and
outstanding.

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

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

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

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

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

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

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

                        *     *     *          

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

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


AMERICAN INTERNATIONAL: Moody's Cuts Unsecured Debt Rating to 'A3'
------------------------------------------------------------------
Moody's Investors Service has downgraded the senior unsecured debt
rating of American International Group, Inc. to A3 from A2.  This
rating action reflects Moody's view that if AIG successfully
completes the divestiture and restructuring plan, its business
diversification will be significantly reduced.  AIG's long-term
ratings and its Prime-1 short-term rating remain on review for
possible downgrade, reflecting the substantial execution risk in
the restructuring plan, particularly given the current turbulent
credit market.

In the past year, AIG has reported substantial losses and write-
downs associated with mortgage-backed securities, largely through
its credit default swap and securities lending portfolios.  
Significant cash collateral calls and maturities related to these
activities in recent weeks have caused the company to borrow
heavily under the $85 billion revolving credit facility recently
provided by the Federal Reserve Bank of New York.  Total
borrowings under the two-year secured facility amounted to
$61 billion as of September 30, 2008, and more borrowings are
expected in the months ahead.

Moody's believes that the asset sales plan, if successful, will
enable the company to repay borrowings under the Fed facility and
emerge as a more focused, albeit less diversified, insurance firm.  
The continuing review for possible downgrade incorporates the risk
that the situation may deteriorate, either because of shortfalls
in executing the restructuring plan or because of declines in the
business or financial profiles of the operations to be retained.  
Moody's believes that the risk of such deterioration is materially
mitigated by the involvement of the Fed and the enhanced market
liquidity that will likely result from the US Government's pending
$700 billion financial rescue plan.

Following the restructuring, AIG's core businesses are expected to
include the US-based Commercial Insurance Group, Foreign General
Insurance and a majority stake in American International
Assurance.  The parent company's A3 senior debt rating is now
three notches below the Aa3 insurance financial strength ratings
of the CIG companies, the largest core operating unit.  A three-
notch differential is common among US insurance groups, but this
represents an expansion of the notching for AIG, based on Moody's
view that AIG will be materially less diversified following the
restructuring.  AIG's Prime-1 short-term rating reflects the
significant protection to short-term creditors afforded by the Fed
credit facility in the near term.

Moody's also announced rating actions on several AIG subsidiaries
whose ratings depend on explicit or implicit parental support.  
Ratings on most AIG units remain on review for possible downgrade.  
Moody's expects to revisit the stand-alone ratings, and perhaps
the public ratings, for the major life insurance operations over
the next few weeks.  Certain operating units have been placed on
review with direction uncertain, signaling potential sales to
buyers whose credit profiles could be stronger, weaker or similar
to that of AIG.

The success of the restructuring plan, in Moody's view, hinges
largely on AIG's ability to contain and reduce risk in its
mortgage exposed investment and derivative portfolios.  A majority
of the borrowings under the Fed credit facility have been used to
address liquidity and capital needs stemming from these exposures.   
Moody's noted that further deterioration in market values within
these portfolios could further strain the company's resources
through such mechanisms as increased collateral calls or
reductions/terminations of funding arrangements.  Such strains
could weaken the company's credit profile, which may lead to
additional rating downgrades.

In such an event, contingent additional capital and liquidity
needs could be triggered.  The rating agency expects that AIG --
with the support and interest of the Fed -- will pursue various
means to limit the risks associated with market value volatility
in its investment and derivative portfolios.

AIG's core insurance operations are fundamentally solid, said
Moody's.  CIG is the largest US commercial insurer, with a sound
capital base, well diversified product offerings and expertise in
writing large and complex risks.  Foreign General is the top
provider of accident & health insurance globally, operating in
some 80 countries and adapting to local laws and customs as
needed.  The AIA companies make up one of the largest and most
diversified life insurance groups spanning Asia and Australia.

The insurance and other operations identified for sale include
market leaders in many business lines and geographic areas.  Major
units expected to be sold include Domestic Life Insurance and
Retirement Services, one of the largest and most diversified life
insurance groups in the US; American Life Insurance Company, one
of the largest international life insurers, with operations in
more than 50 countries; International Lease Finance Corporation, a
global leader in leasing and remarketing advanced technology
commercial aircraft; and a minority stake in AIA.  AIG's sales
plans encompass well over a dozen substantial businesses.

Moody's noted that all of AIG's operations are subject to
significant reputational risk in connection with the recent
liquidity strains that gave rise to the Fed credit facility.  
Challenges facing AIG managers include retaining clients,
distributors and employees; demonstrating that the operating
companies have ample resources to meet their obligations;
generating new business; and facilitating divestitures.  It will
take time to determine the extent to which recent events may have
weakened the companies' standing in their respective markets.

Moody's continuing review of the ratings on AIG and its
subsidiaries will focus on (i) the firm's evolving liquidity
profile, including the level of borrowing under the Fed credit
facility; (ii) steps taken to contain and reduce risk in the
investment and derivative portfolios, including any associated
losses or costs as well as any potential benefit from the US
Government's pending $700 billion financial rescue plan; (iii) the
timing and amounts of cash proceeds generated from asset sales;
(iv) the performance of major operating units, whether they are
core operations or targeted for sale; and (v) the resulting
financial flexibility profile (e.g., financial leverage and fixed
charge coverage) of AIG following the asset sales.

For those operations being sold, Moody's will consider their
intrinsic financial strength as well as the rating profiles of
potential acquirers.

The last rating action on AIG took place on September 18, 2008,
when Moody's reiterated the existing ratings and the review for
possible downgrade, following the activation of the Fed credit
facility.

Moody's has downgraded these ratings and kept them on review for
possible further downgrade:

  * American International Group, Inc. -- long-term issuer rating
    to A3 from A2, senior unsecured debt to A3 from A2,
    subordinated debt to Baa1 from A3;

  * AGFC Capital Trust I -- backed preferred stock to Baa3 from
    Baa2;

  * AIG General Insurance (Taiwan) Co., Ltd. -- insurance
    financial strength to A3 from A1;

  * AIG Life Holdings (US), Inc. -- backed senior unsecured debt
    to A3 from A2;

  * AIG Retirement Services, Inc. -- backed senior unsecured debt
    to A3 from A2, backed preferred stock to Baa2 from Baa1;

  * American General Capital II -- backed trust preferred stock to
    Baa1 from A3;

  * American General Finance Corporation -- long-term issuer
    rating to Baa1 from A3, senior unsecured debt to Baa1 from A3;

  * American General Institutional Capital A & B -- backed trust
    preferred stock to Baa1 from A3;

  * Capital Markets subsidiaries -- AIG Financial Products Corp.,
    AIG Matched Funding Corp., AIG-FP Capital Funding Corp., AIG-
    FP Matched Funding Corp., AIG-FP Matched Funding (Ireland)
    P.L.C., Banque AIG -- backed senior unsecured debt to A3 from
    A2;

  * Mortgage Guaranty subsidiaries (second-lien and student loans)
    -- United Guaranty Commercial Insurance Company of North
    Carolina, United Guaranty Residential Insurance Company of
    North Carolina -- backed insurance financial strength to Baa1
    from A3.

Moody's has placed this rating on review for possible downgrade:

  * American General Finance, Inc. -- short-term debt at Prime-2.

These ratings remain on review for possible downgrade:

  * American International Group, Inc. -- short-term issuer rating
    at Prime-1;

  * AIG Edison Life Insurance Company -- insurance financial
    strength at Aa3;

  * AIG Financial Products Corp. -- backed short-term debt at
    Prime-1;

  * AIG Funding, Inc. -- backed short-term debt at Prime-1;
  * AIG Liquidity Corp. -- backed short-term debt at Prime-1;
  * AIG Matched Funding Corp. -- backed short-term debt at
    Prime-1;

  * AIG SunAmerica funding agreement-backed note programs -- AIG
    SunAmerica Global Financing Trusts, ASIF I & II, ASIF III
    (Jersey) Limited, ASIF Global Financing Trusts -- senior
    secured debt at Aa3;

  * AIG SunAmerica subsidiaries -- AIG SunAmerica Life Assurance
    Company, First SunAmerica Life Insurance Company, SunAmerica
    Life Insurance Company -- insurance financial strength at Aa3;
    short-term insurance financial strength at Prime-1;

  * AIG UK Limited -- insurance financial strength at A1;

  * American International Assurance Company (Bermuda) Limited --
    insurance financial strength at Aa3;

  * American Life Insurance Company -- insurance financial
    strength at Aa3;

  * Commercial Insurance Group subsidiaries -- AIG Casualty
    Company; AIU Insurance Company; American Home Assurance
    Company; American International Specialty Lines Insurance
    Company; Commerce and Industry Insurance Company; National
    Union Fire Insurance Company of Pittsburgh, Pennsylvania; New
    Hampshire Insurance Company; The Insurance Company of the
    State of Pennsylvania -- insurance financial strength at Aa3;

  * Domestic Life Insurance & Retirement Services subsidiaries --
    AIG Annuity Insurance Company, AIG Life Insurance Company,
    American General Life and Accident Insurance Company, American
    General Life Insurance Company, American International Life
    Assurance Company of New York, The United States Life
    Insurance Company in the City of New York, The Variable
    Annuity Life Insurance Company -- insurance financial strength
    at Aa3;

  * Mortgage Guaranty subsidiaries (first-lien loans) -- United
    Guaranty Mortgage Indemnity Company, United Guaranty
    Residential Insurance Company -- backed insurance financial
    strength at Aa3.

Moody's has downgraded the ratings and placed them on review with
direction uncertain:

  * ILFC E-Capital Trusts I & II -- backed preferred stock to Baa3
    from Baa2;

  * International Lease Finance Corporation -- senior unsecured
    debt to Baa1 from A3, preferred stock to Baa3 from Baa2,
    senior unsecured debt shelf to (P)Baa1 from (P)A3.

Moody's has placed these ratings on review with direction
uncertain:

  * International Lease Finance Corporation -- short-term debt at
    Prime-2;

  * Transatlantic Holdings, Inc. -- senior unsecured debt at A3,
    senior unsecured debt shelf at (P)A3, subordinated debt shelf
    at (P)Baa1;

  * Transatlantic Reinsurance Company -- insurance financial
    strength at Aa3.

Moody's maintains a negative outlook on these ratings:

  * American General Finance Corporation -- short-term debt at
    Prime 2;

  * CommoLoco, Inc. -- backed short-term debt at Prime-2.

These ratings have been (downgraded and) withdrawn for business
reasons:

  * AIG Capital Corporation -- long-term issuer rating to Baa2
    from Baa1; short-term issuer rating at Prime 2.

AIG, based in New York City, is a leading 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.  AIG reported
total revenues of $19.9 billion and a net loss of $5.4 billion for
the second quarter of 2008.  Shareholders' equity was
$78.1 billion as of June 30, 2008.


ARCHWAY COOKIES: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Dawn McCarty of Bloomberg News reports that Archway Cookies, LLC,
and affiliate Mother's Cake & Cookie Co. filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the
District of Delaware (Lead Case No. 08-12323) on Oct. 6, 2008,
without giving a reason.

The Debtors' 30 largest creditors without collateral backing their
claims are owed a total of $26.9 million.  Their three biggest
creditors are Bakery & Confectionary Union Health Benefits &
Pension, owed $6 million; Kraft Foods Inc., owed $5.5 million; and
Great Brands of Europe, owed $4.8 million.

Battle Creek, Michigan-based Archway Cookies, LLC,--
http://www.archwaycookies.com/-- makes soft-baked cookies. and  
crackers.

Michael R. Lastowski, Esq., at Duane Morris, LLP, represents the
Debtors in their restructuring efforts.  In their filing, the
Debtors listed estimated assets of between $50 million and
$100 million and estimated debts of between $500 million and
$1 billion.

In 1998, Specialty Foods Corp. acquired the Debtors' for about
$100 million.

Parmalat Finanziaria of Italy acquired Mother's Cake and Cookie
Company and Archway Cookies from The Specialty Foods Acquisition
Corporation for $250 million in 2000.  Parmalat later sold its
North American Bakery Group, which includes the Archway brands,
Mother's brands and the U.S. and Canadian private label cookie
businesses, to the private equity firm Catterton Partners and
their operating partner Insight Holdings in 2005.  Terms were not
disclosed at that time.


ARCHWAY COOKIES: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Archway Cookies, LLC
        67 Wesst Michigan Avenue, Suite 200
        Battle Creek, MI 49017

Bankruptcy Case No.: 08-12323

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Mother's Cake & Cookie Co.                         08-12326

Type of Business: The Debtors make soft-baked cookies and
                  crackers.  In 1998, Specialty Foods Corporation
                  acquired the Debtors for about $100 million.

                  Parmalat Finanziaria of Italy acquired Mother's
                  Cake and Cookie Company and Archway Cookies from
                  The Specialty Foods Acquisition Corporation for
                  $250 million in 2000.  Parmalat later sold its  
                  North American Bakery Group, which includes the
                  Archway brands, Mother's brands and the U.S.
                  and Canadian private label cookie businesses, to
                  the private equity firm Catterton Partners and
                  their operating partner Insight Holdings in
                  2005.  Terms were not disclosed at that time.

                  See: http://www.archwaycookies.com/

Chapter 11 Petition Date: October 6, 2008

Court: District of Delaware (Delaware)

Judge: Christopher S. Sontchi

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

Chief Restructuring Officer: Jeffrey Granger of Focus Management
                             Group USA, Inc.

Investment Banker and Financial Advisors: Rothschild Inc.

Business Advisors: Alvarez & Marsal North America, LLC

Claims Agent: Kurtzman Carson Consultants LLC

Communications Advisors: Joele Frank of Wilkinson Brimmer
                         Katcher.

Estimated Assets: $50 million and $100 million

Estimated Debts: $50 million and $100 million

Debtor's 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bakery & Confectionary Union   pension withdrawal    $5,995,473
Health Benefits & Pension
10401 Connecticut Avenue
Kensington, MD 20895
Tel: (301) 468-3700

Kraft                          trade; subject to     $5,495,760
100 Deforest Avenue            set-off of about
East Hanover, NJ 07960         $4,414,790
Tel: (973) 503-2328

Great Brands of Europe         trade; subject to     $4,845,124
100 Hillside Ave., 1st Floor   set-off of about
White Plains, NY 10603         $2,089,368
Tel: (404) 515-0216

Consolidated Biscuit Company   trade                 $3,277,463
Attn: Jonn Appold
312 Rader Road
McComb, OH 45858
Tel: (419) 293-2911 ext. 248

Kirin Flexible Packaging       trade                 $979,815
17320 Marquardt Road
Cerritios, CA 90703
Tel: (650) 726-4839

Automotive Industries          pension withdrawal    $892,990
Pension Plan
1640 South Loop Road
Alameda, CA 94502
Tel: (312) 653-7854

Connell Purchasing             trade                 $496,883
200 Connell Drive, Suite 4000
Berkeley Heights, NJ 07922
Tel: (352) 563-9913

Pacer Global Logistics         trade                 $386,907
P.O. Box 71-1805
Columbus, OH 43271-1805
Tel: (800) 837-7584

Georgia Pacific                trade                 $384,514
P.O. Box 93350
Chicago, IL 60673-3350
Tel: (404) 652-4402

Ashland County Treasurer       property tax          $288,622
142 Wast Second Street
Ashland, OH 44805
Tel: (419) 282-4236

Lockton Companies              insurance             $263,653
3 City Place Drive, Suite 900
St. Louis, MO 63141
Tel: (314) 239-8628

Coffman vs Achway Mothers      lawsuit               $250,000
333 Albert Ave., Suite 500
East Lansing, MI 48823
Tel: (517) 351-6200

Donald Keeton                  compensation          $209,847

Cockrum Compan                 trade                 $206,654

Ernst & Young                  trade                 $195,646

Mennel Milling                 trade                 $171,352

Blommer Chocolate              trade                 $161,909

Master Packaging               trade                 $139,385

GSMSI                          trade                 $137,291

Bunge North America            trade                 $136,619

CH Robinson                    trade                 $134,788

Knichel Logistics              trade                 $131,398

Voyager                        trade                 $130,861

Strasburger & Price            trade                 $129,369

Innovative Packaging           trade                 $128,101

Berberian Nut Company          trade                 $122,482

Strive Logistics               trade                 $114,273

Cowen Truck Line               trade                 $109,118


ARTHUR DUNHAM: Case Summary & Five Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Arthur Wilbur Dunham, III
        5206 Ridgeview Court
        Midland, MI 48642

Bankruptcy Case No.: 08-22959

Chapter 11 Petition Date: October 3, 2008

Court: Eastern District of Michigan (Bay City)

Judge: Daniel S. Opperman

Debtor's Counsel: Rozanne M. Giunta, Esq.
                  rmgiunta@lambertleser.com
                  916 Washington Avenue, Suite 309
                  Bay City, MI 48708
                  Tel: (989) 893-3518
                  Fax: (989)894-2232

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Best Buy                       Credit Card                   $765
Retail Services                Purchases
P.O. Box 15521               
Wilmington, DE 19850-5521    

Chase Card Services            Credit Card                $15,779
P.O. Box 15298                 Purchases
Wilmington, DE 19850-5298

Discover Card                  Credit Card                 $4,965
P.O. Box 30943                 Purchases
Salt Lake City, UT 84130     
Fifth Third Bank                                          Unknown
Customer Service             
MD 1MOC2G-4050               
38 Fountain Square Plaza     
Cincinnati, OH 45263         

Independent Bank                                       $2,300,000
c/o Sandra Jasinski          
Bodman LLP                   
P.O. Box 405                 
Cheboygan, MI 49721

Valenti Trobec Chandler Inc.                              Unknown
1175 West Long Lake Road,     
Suite 200                     
Troy, MI 48098


ASARCO LLC: Plan Confirmation Hearing Set for November 17
---------------------------------------------------------
Creditors of ASARCO LLC received their ballots to vote on the
company's reorganization plan.  On Sept. 29, Alix Partners, LLP,
the company's balloting agent, mailed a solicitation package to
all creditors of record as of Sept. 23, 2008.  This was done in
compliance with a bankruptcy court order issued September 25.

"Mailing out the solicitation packages represents a key milestone
in our quest to emerge from chapter 11," Joseph F. Lapinsky,
president and chief executive officer of ASARCO LLC, said.  "We
are moving resolutely toward a successful reorganization by the
end of this year," he added.

The solicitation package includes the bankruptcy court order
approving separate disclosure statements for the plan of ASARCO
LLC well as for the competing plan proposed by its parents,
ASARCO Incorporated and Americas Mining Corporation, which are
under the control of Grupo Mexico, S.A. de C.V. Creditors may
vote for or against one or both plans well as express a
preference for one of the two plans.  The bankruptcy court will
take account of creditor preferences in his decision to confirm
a plan.  Ballots are due back to Alix Partners by 4:00 p.m.
Central Time on Monday, Oct. 27, 2008.

The U.S. Bankruptcy Court in Corpus Christi, Texas, has set a
confirmation hearing on the plans to begin Monday, Nov. 17, 2008.
The balloting agent must submit to the court by November 12 a
voting report, summarizing the results by creditor class and
dollar amount of the claims.

Questions regarding the ballots or any aspect of the solicitation
package must be directed to Alix Partners at 1-888-727-9235 or
CMS_Noticing@alixpartners.com.

ASARCO LLC stated that the plan was the result of a settlement
with all major creditors in the proceeding.  It was reached
after three years of negotiation, litigation and mediation
between the company and its principal creditors.  The plan
finally came  together under the guidance of a federal
bankruptcy judge from Louisiana who was appointed as a mediator
in the case.

                         About ASARCO LLC

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

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

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

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

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

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

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

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

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

Amended versions of the competing plans have been filed with the
Court.

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

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


ASF INVESTMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: ASF Investment, LLC
        Suite L-4
        11285 Elkins Road
        Roswell, GA 30076

Bankruptcy Case No.: 08-79523

Chapter 11 Petition Date: October 2, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Mary Grace Diehl

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

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

ASF Investment did not file a list of largest unsecured creditors.


ASHTON WOODS: Misses Payment on $125 Million in Subordinated Notes
------------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that Ashton Woods USA,
LLC, was blocked from making an Oct. 1, 2008, interest payment on
$125 million in subordinated notes as a consequence of an
outstanding covenant violation on its credit facility.

Ashton Woods said in a statement on Oct. 1 if such interest
payment default is not cured or otherwise waived in 30 days, it
will become an event of default under the Subordinated Notes,
giving the note holders the right to accelerate the maturity of
the Subordinated Notes.  The company said in a press release dated
August 22, 2008 and Form 10-K for the fiscal year ended May 31,
2008, it is prohibited from making any payments to the holders of
Subordinated Notes as a result of the Notice of Default delivered
by the lenders under its senior credit facility related to certain
covenant defaults under that facility.

The Company continues to have discussions with both its lenders
under the senior credit facility and the holders of the
Subordinated Notes.  However no agreements have been reached at
this point in the negotiations.  

Troubled Company Reporter reported on Sept. 2 that KPMG LLP in
Atlanta, Georgia, expressed substantial doubt about Ashton Woods'
ability to continue as a going concern after it audited the
company's financial statements for the years ended March 31, 2008
and 2007.

The auditing firm, according to the report, pointed out that
company defaulted certain covenants under its senior credit
facility, as amended, and was below the required tangible net
worth level contained in the subordinated notes.

At May 31, 2008, Ashton Woods' consolidated balance sheets showed
total assets of $260,097,000 and total debts of $200,968,000,
resulting in a stockholders' equity of $58,699,000.

Headquartered in Atlanta, Georgia, Ashton Woods USA L.L.C. is
a homebuilder with operations in Atlanta, Dallas, Houston,
Orlando, Phoenix, Denver and Tampa.


ASHTON WOODS: S&P Lowers Ratings to 'D' After Missed Payment
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Ashton Woods USA LLC and its subsidiary, Ashton Woods
Finance Co., to 'D' from 'CCC' and downgraded Ashton Woods'
$125 million 9.5% senior subordinated notes due 2015 to 'D' from
'CC' after the company failed to make its Oct. 1, 2008, interest
payment on this obligation. The recovery rating on the senior
subordinated notes remains a '6'. The ratings were on CreditWatch
negative before being lowered, where they were placed on Aug. 6,
2008.

Ashton Woods has yet to obtain a waiver or negotiate an amended
credit facility, which is currently in default. As such, the
company is prohibited from paying interest on the senior
subordinated notes. Consequently, the company could not make its
scheduled Oct. 1, 2008, interest payment as required by the bond
indenture governing the senior subordinated notes. The company has
a 30-day grace period to make the payment; however, there is
uncertainty regarding whether the company can reach an agreement
with its credit facility lenders during this period.

Separately, Ashton Woods' tangible-net-worth will have been below
the $60 million covenant minimum for two consecutive quarters when
the company files its 10-Q for the quarter ending Aug. 30, 2008.
As a result, the company will be required to offer to repurchase
10% of the aggregate principal amount of the senior subordinated
notes, as defined under the indenture.

If Ashton Woods can successfully resolve the technical default
under its credit agreement and becomes current on its senior
subordinated notes interest obligation, we could raise the ratings
to their previous levels. Assuming the credit agreement is
resolved, the ultimate ratings and/or outlook would also be
affected by the company's ongoing negotiations with its senior
subordinated noteholders. If Ashton Woods does not complete an
amendment or tender offer, liquidity will be hampered by the
company's need to redeem a portion of these notes.

RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

Ashton Woods USA LLC
                        To           From
Corporate credit       D/--/--      CCC/Watch Neg/--
Senior subordinated    D (RR: 6)    CC/Watch Neg (RR: 6)

Ashton Woods Finance Co.
                        To            From
Corporate credit       D/--/--       CCC/Watch Neg/--


ATLANTIC EXPRESS: June 30 Balance Sheet Upside-Down by $51MM
------------------------------------------------------------
Atlantic Express Transportation Corp.'s balance sheet at June 30,
2008, showed total assets of $180.05 million and total liabilities
of $231.64 million, resulting in a shareholders' deficit of
$51.59 million.

Atlantic Express Transportation Corp. reported net loss of
$34.35 million for fiscal year ended June 30, 2008, compared to
$17,10 million for the same period in the previous year.

                 Liquidity and Capital Resources

Capital expenditures for the fiscal years ended June 30, 2007,
and June 30, 2008, totaled $18.2 million and $10.8 million.

As of June 30, 2008, total current assets were $82.6 million and
total current liabilities were $30.9 million.  At June 30, 2008,
the company˙s debt under its $35.0 million Amended and Restated
Credit Facility was $6.0 million, and it had $13.2 million of
borrowing availability after $6.8 million of reserves, based on
the company˙s borrowing base calculations.  Approximately
$9.3 million of the company˙s $10.0 million letter of credit
facility was used as of the same date.  On Sept. 15, 2008, under
the company's Amended and Restated Credit Facility the company
had a credit balance of $3.9 million, and it had $8.3 million in
borrowing availability after $7.8 million of reserves, based
upon the company˙s borrowing base calculations.

At June 30, 2008, the company's debt under its $35.0 million
Amended and Restated Credit Facility was approximately
$6.0 million, and it had $13.2 million of borrowing availability
after $6.8 million of reserves, based on the company's borrowing
base calculations.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?335d

                     About Atlantic Express

Headquartered in New York City, Atlantic Express Transportation
Corp. -- http://www.atlanticexpress.com/-- is a provider of    
school bus transportation in the United States and the leading
provider in New York City.  

The company has contracts with approximately 104 school districts
in New York, Missouri, Massachusetts, California, Pennsylvania,
New Jersey, and Illinois.  For fiscal 2008, the company has a
contract to provide paratransit services in New York to physically
and mentally challenged passengers who are unable to use standard
public transportation.  The company also provides other
transportation services, including fixed route transit, express
commuter line and charter and tour buses through its coach
services.  As of March 31, 2008, the company had a fleet of
approximately 5,600 vehicles operating from approximately 50
facilities.


ATRIUM CORP: Extends Exchange Offering of 11-1/2% Senior Notes
--------------------------------------------------------------
Atrium Corporation, ACIH, Inc., a subsidiary of Atrium Corp., and
Atrium Companies, Inc., a subsidiary of ACIH, are amending and
extending the private exchange offer and consent solicitation of
the 11-1/2% Senior Discount Notes due 2012 issued by ACIH in a
private placement for new 15.0% senior subordinated notes due
2012 to be issued by the Issuer and warrants to purchase shares
of Atrium Corp's Series C Preferred Stock convertible into 10.0%
of Atrium Corp's common stock on a fully diluted basis at an
exercise price of $0.01 per share, subject to adjustment.  The
CUSIP numbers of the Old Notes are 00087E AA3 and U0045R AA 2.

The exchange offer was amended to clarify and provide details
with respect to the distribution by Atrium Corp, after all debt
and other liabilities have been paid, of equity proceeds in the
event of a sale, merger, liquidation, winding down or dissolution
of Atrium Corp or other liquidation event for cash or stock to
holders of its equity securities, including holders of Atrium
Corp's Series B and Series C Preferred Stock.  The Exchange
Offer was scheduled to expire at 5 p.m. New York City time on
Sept. 29, 2008.  The amended Exchange Offer will expire at 5 p.m.
New York City time on Oct. 10, 2008.  As of 5 p.m. on Sept. 29,
2008, of the $174,000,000 Old Notes, $169,435,000, or 97.4% had
been tendered.  One of the conditions of the Exchange Offer is
that holders of at least 97% of the total principal amount of
outstanding Old Notes tender their Old Notes in the Exchange
Offer.

The terms and conditions of the Exchange Offer are set forth in
the offering memorandum and consent solicitation statement dated
Aug. 22, 2008, as amended by the Supplement dated Sept.29, 2008.
The consummation of the Exchange Offer is conditioned upon the
satisfaction or waiver of the conditions set forth in the Offering
Memorandum.  Copies of the Offering Memorandum and related Letter
of Transmittal may be obtained from the information agent,
Mackenzie Partners,Inc., by calling (800)322-2885.

                     About Atrium Corporation

Headquartered in Dallas, Texas, Atrium Corporation is a
manufacturer and supplier of residential windows and doors in
North America.  The company has approximately 5,100 employees and
63 manufacturing facilities and distribution centers in 21 states,
Canada and Mexico.

                 Forbearance and Lockup Agreements

As reported in the Troubled Company Reporter on July 24, 2008,  
Atrium Corporation and its key affiliates reached an agreement
with each of their major creditor groups to restructure debt.  
Atrium also has entered into forbearance and lockup agreements
with requisite majorities of the holders of each tranche of
Atrium's funded indebtedness.


BANCRPH LP: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: Bancrph, L.P.
        5151 Flynn Parkway, Suite 308
        Corpus Christi, TX

Bankruptcy Case No.: 08-20558

Type of Business: The Debtor is a single real estate asset debtor.

Chapter 11 Petition Date: October 3, 2008

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: William A. Whittle
                  ecf@whittlelawfirm.com
                  The Whittle Law Firm, PLLC
                  308 Atrium Plaza I
                  5151 Flynn Parkway
                  Corpus Christi, Texas 78411
                  Tel: (361) 887-6993
                  Fax: (361) 887-6999

Total Assets: $2,530,045

Total Debts: $2,489,846

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
The Whittle Law Firm, PLLC     Attorney Fees                   $0
308 Atrium Plaza I
5151 Flynn Parkway
Corpus Christi, TX 78411


BEARD CO: Geohedral Venture Acquires Mineral Discovery Ownership
----------------------------------------------------------------
The Beard Co. disclosed in a Securities and Exchange Commission
filing that Geohedral LLC -- in which Beard owns a 23.16% interest
-- has completed staking claims covering approximately 49,000
acres of Federal and State lands located near the town of Yakutat
in southern Alaska.  The claims encompass an area of more than 76
square miles and consist of black sand ridges that Geohedral
estimates contain probable reserves of 891 million metric tons of
Magnetite (iron ore) and 696 million metric tons of Ilmenite (iron
titanium oxide ore).

The ridges range from 25 feet to 110 feet in height above ground
level and can be easily seen on satellite and aerial photographs.
They are estimated to contain more than two billion cubic yards of
black sand.  The volume of black sand in the ridges was determined
with three dimensional information obtained from topographic maps,
stereo aerial photography and high resolution satellite imagery.
An independent laboratory analyzed samples of black sand taken
from the ridges and concluded that they contained an average of
28.4% by weight of Magnetite and 22.2% by weight of Ilmenite.  The
estimated reserves do not include potential below-ground reserves,
which could appreciably enhance the potential value of the
discovery.

Geohedral has engaged a well-known international engineering firm
to:

  (1) supervise the coring of up to 28 holes that will be drilled
      to a depth of 150 feet; and

  (2) provide a reserve estimate once the cores have been
      recovered and analyzed.  All such activities will be
      conducted under strict chain-of-custody parameters.

The black sand ridges were discovered and sampled by Dr. P. Jan
Cannon, a geologist and remote sensing specialist who has spent
more than 30 years exploring and evaluating mineral deposits in
the area using satellite imagery and other technologies.  

Dr. Cannon, with a 19.45% equity interest, is the second-largest
owner in Geohedral, which was formed in July 2006. He has more
than 35 years of professional experience in geology and remote
sensing applications. Dr. Cannon has a Ph.D. in Geology from the
University of Arizona and earned his B.S. and M.S. degrees in
Geology and Chemistry from the University of Oklahoma.

Staking of the claims has been financed by a group of investors
(including several Beard affiliates) that contributed a total of
$3,155,000 in May and June of this year for a 23.66% interest in
the project.  Geohedral is currently contacting its equity owners
to invest an additional $1,640,000 in the company to finance the
coring operations. Beard will contribute its $380,000 share of
such costs.

"Beard management team believes this exciting mineral project has
the greatest upside potential of any project we have ever been
involved with," stated Herb Mee, Jr., President of Beard.
"Although the final reserves remain to be determined, with
Magnetite selling for $140 or more per metric ton and Ilmenite
selling for more than $100 per metric ton, the potential value to
the ownership group, including Beard shareholders, could be
substantial. In addition to the Magnetite and Ilmenite, tests and
assays confirm the existence of meaningful quantities of rutile,
garnets and precious metals, including gold, silver and platinum."

"The discovery is considered to be particularly important due to
the increasing global demand for steel, titanium and other
strategic commodities in recent years," continued Mr. Mee.  "The
Ilmenite reserves have particular strategic significance since the
principal supplier of titanium is Russia, which is not considered
a very reliable source from a geopolitical perspective.  The
demand for titanium has escalated sharply in recent years as the
needs of the aerospace industry have grown."

                     About The Beard Company

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

                       Going Concern Doubt

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

The Beard Company's consolidated balance sheet at June 30, 2008,
showed $2,301,000 in total assets and $9,106,000 in total
liabilities, resulting in a $6,805,000 total shareholders'
deficit.  At June 30, 2008, the company's consolidated balance
sheet also showed strained liquidity with $1,300,000 in total
current assets available to pay $3,154,000 in total current
liabilities.

The company reported a net loss of $516,000 on revenues of
$373,000 for the second quarter ended June 30, 2008, compared with
a net loss of $611,000 on revenues of $330,000 in the same period
last year.  Continuing operations posted a net loss of $283,000
compared to $333,000 for the same period in 2007.  

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


BETCORP LIMITED: Chapter 15 Petition Summary
--------------------------------------------
Chapter 15 Petitioner: Simon John Cathro

Chapter 15 Debtor: Betcorp Limited
                   aka Consolidated Gaming Corporation Limited
                   Level 16, 525 Collins Street
                   Melbourne, Victoria 3000
                   Austrailia

Bankruptcy Case No.: 08-21594

Type of Business: The Debtor offers online betting game products.
                  See: http://www.betcorp.com.au/

Chapter 15 Petition Date: October 2, 2008

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: J. Colby Williams, Esq.
                  tiffany@campbellandwilliams.com
                  Wade W. Rabenhorst, Esq.
                  wwr@campbellandwilliams.com
                  Campbell & Williams
                  700 S. Seventh St.
                  Las Vegas, NV 89101
                  Tel: (702) 382-5222

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

Estimated Debts: Less than $50,000


BIOVEST INT'L: Inks Securities Purchase Deal with Three Investors
-----------------------------------------------------------------
Biovest International, Inc., disclosed in a Securities and
Exchange Commission filing that on Sept. 22, 2008, it entered into
definitive agreements with three investors related to a private
placement of its 15% Secured Convertible Debentures.

The definitive documents permit the company to place up to
$5,000,000 in principal amount of its Debentures. The Company has
sold $1,150,000 in principal amount of its Debentures to three
investors.  

The Debentures are convertible into the Company's common stock at
$0.32 per share and, provided certain conditions are satisfied,
the Company may, at its option, redeem the Debentures for an
amount equal to 110% of the then outstanding principal. Each
purchaser of Debentures in the Private Placement has the right to
elect to be repaid in one of these methods:

   -- Commencing six months after closing, the Debentures will be
      amortized through 12 equal monthly payments; or

   -- A single lump-sum payment of all remaining outstanding
      principal and accrued interest shall be made on
      March 31, 2010.

All principal amortization payments and monthly interest payments
will be made in cash or the Company may elect to make the payments
in shares of its common stock.  The Company's ability to pay
interest with shares of Company common stock will be subject to
specified conditions, including the existence of an effective
registration statement covering the resale of the shares issued in
payment of redemption amount unless the shares may be resold
pursuant to Rule 144 of the Securities Act of 1933 without volume
or manner-of-sale restrictions or current public information
requirements.

Any common stock delivered in satisfaction of an amortization
payment will be valued at the lesser of:

   -- the conversion price in effect at the time of the
      amortization payment; or

   -- 90% of the average of the daily volume weighted average
      price of the shares for the 20 trading days prior to the
      amortization payment date.

The Company has the ability to make payment of interest with
shares of the Company's common stock if the conditions stated
herein are not met, upon the consent of the holder of the
Debenture, and in that event the common stock delivered in
satisfaction of an amortization payment will be valued at the
lesser of:

   -- the conversion price in effect at the time of the
      amortization payment; or

   -- 80% of the average of the daily volume weighted average
      price of the shares for the 20 trading days prior to the
      amortization payment date.

As a part of the Initial Tranche of the Private Placement, the
Company issued Warrants to the purchasers of the Debentures giving
them the right to purchase 1,796,875 shares of the Company's
common stock at an exercise price of $0.40 per share . The warrant
exercise prices are subject to adjustment for stock splits, stock
dividends, and the like.  Additionally, the Debentures issued in
the Initial Tranche permit the holders to convert into 3,593,750
shares of the Company's common stock.

In the event that the Company issues or grants in the future any
rights to purchase any of the Company's common stock, or other
securities convertible into the Company's common stock, for an
effective per share price less than the Conversion Price or in the
instance of warrants the Exercise Price then in effect, the
conversion price of all unconverted Debentures and the Exercise
Price of all unexercised Warrants will be decreased to equal such
lower price.  The adjustments to the Conversion Price and Exercise
Price for future stock issuances by the Company will not apply to
certain exempt issuances, including stock issuances pursuant to
employee stock option plans and strategic transactions.

In connection with the Private Placement, the Company and the
purchasers of the Debentures entered into a Security Agreement
under which the obligations pursuant to the Debentures and other
transaction documents are secured by a second lien in the
Company's assets.

In connection with the Private Placement, the Company and the
purchasers of the Debentures entered into a Registration Rights
Agreement under which the Company is required, on or before
Nov. 3, 2008, to file a registration statement with the SEC
covering the resale of the shares of Company common stock issuable
pursuant to the Debentures and Warrants, or the maximum portion of
such issuable shares allowable pursuant to SEC Guidance, and to
use its best efforts to have the registration declared effective
at the earliest date -- but in no event later than 150 days after
filing if there is no SEC review of the registration statement, or
165 days after filing if there is an SEC review.  The Company
shall not be required to maintain the effectiveness, or file
another Registration Statement pursuant to the Registration Rights
Agreement with respect to any shares that are eligible for resale
without volume or manner-of-sale restrictions pursuant to Rule
144.

On Sept. 26, 2008, the Company agreed to issue to two of the
Purchasers in the Private Placement -- both of whom are affiliates
of the Company -- warrants to purchase a total of 625,000 shares
of the Company's common stock at an exercise price of $0.40 per
share, vested immediately with a five-year term.  These warrants
were issued in consideration of the agreement of these Purchasers
to extend the maturity date of their promissory notes certain
existing promissory notes which had previously reached maturity.

A copy of the Securities Purchase Agreement is available free of
charge at http://researcharchives.com/t/s?335a

                   About Biovest International

Based in Tampa, Florida, Biovest International Inc. (OTC BB: BVTI)
-- http://www.biovest.com/-- is a pioneer in the development of    
advanced individualized immunotherapies for life-threatening
cancers of the blood system.  Biovest is a majority-owned
subsidiary of Accentia Biopharmaceuticals Inc., with its remaining
shares publicly traded.

Biovest International Inc.'s consolidated balance sheet at
June 30, 2008, showed $5.9 million in total assets, $36.8 million  
in total liabilities, and $4.6 million in non-controlling
interests in variable interest entities, resulting in a $35.5
million total stockholders' deficit.

                       Going Concern Doubt

Aidman Piser & Company P.A., in Tampa, Florida, expressed
substantial doubt about Biovest International Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Sept. 30,
2007, and 2006.  The auditing firm pointed to the company's
cumulative net losses since inception, cash used in operating
activities, and working capital deficiency.

At June, 2008, the company had an accumulated deficit of
approximately $108.1 million.


BLUE HOLDINGS: Reports $4.5 Million Net Loss for March 2008
-----------------------------------------------------------
Blue Holdings, Inc., reported a $4,555,545 net loss on net sale of
$8,554,119 for the three months ended March 31, 2008, compared to
a $26,057 net loss on net sale of $8,440,222 for the same period a
year earlier.

The company's condensed consolidated balance sheets at March 31,
2008, showed $13,006,874 in total assets and $18,555,475 resulting
in a $5,548,601 stockholders' deficit.

The company's condensed consolidated balance sheets further showed
strained liquidity with $11,329,409 in total current assets
available to pay $17,858,808 in total current liabilities.

A full-text copy of the company's regulatory filing is available
for free at http://ResearchArchives.com/t/s?3368

                        Going Concern Doubt

On April 8, 2008, Weinberg & Company, P.A., of Los Angeles,
California, expressed substantial doubt about Blue 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 firm reported that the company has
incurred a loss from operations during the year ended Dec. 31,
2007, and a working capital and stockholders' deficits as of that
date.

                        About Blue Holdings

Based Commerce, California, Blue Holdings, Inc., through its
subsidiaries, engages in the design, development, marketing, and
distribution of fashion jeans, apparel, and accessories for women,
men, and children.


CADENCE INNOVATION: Court Approves $50,000,000 BofA DIP Financing
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Cadence Innovation LLC and its affiliate authority to avail
$50,000,000, in the form of revolving loans, from Bank of America,
N.A., as agent for lenders under a DIP Credit Agreement.

The Debtors intend to use the bankruptcy loan to pay their debt to
their pre-bankruptcy lenders and pay the cost of administering
their bankruptcy cases.  The loan will also be used for working
capital and general corporate purposes.

In return for the financing, the Debtors will grant "superpriority
claim status" to BofA, on behalf of the lenders.  The Debtors will
also grant the lenders first priority security interests and liens
on their properties, including cash, accounts receivable,
inventories, equipment, real property and 100% of their capital
stock.  The collateral, however, does not include the capital
stock and other equity of foreign subsidiaries, among others.   

The hearing to consider final approval of the proposed DIP
financing is set on September 18, 2008.  Creditors and other
concerned parties have until September 11, 2008, to file their
objections.  The hearing was later adjourned to Oct. 2, at 3:30
p.m. (Eastern Time).

H.S. Die & Engineering Inc., in September slammed the Debtors'
proposed borrowing, saying it would give Bank of America
"superpriority priming liens" on the Debtors' assets.  In a
statement filed with the Court, H.S. Die said that it holds
priority liens on some assets including machinery and trump, that
should not be primed by BofA's liens without giving the company
adequate protection.

"The Debtors proposed adequate protection only for the lenders,"
said Carl Kunz III, Esq., at Morris James LLP, in Wilmington,
Delaware, on behalf of H.S. Die.  "H.S. Die disputes that the
Debtors can adequately protect the lenders whose claims are
inferior to H.S. Die's claims, yet not provide adequate protection
to the [company]."

According to Mr. Kunz, the Debtors did not propose to pay H.S.
Die's claims in cash or assure the company that they would make
periodic cash payments.  He pointed out that the Debtors do not
have unencumbered assets on which H.S. Die may have an additional
or replacement lien.

H.S. Die allegedly holds a secured claim for $654,670 for the
tools it supplied to the Debtors before their bankruptcy filing.
The Debtors have also contracted the company to manufacture
certain tools for a purchase price of $2,753,710, which have not
yet been delivered to date.

H.S. Die says it obtained and perfected its first priority liens
in the unpaid tooling under applicable Michigan Law.  It also
properly filed and timely filed Uniform Commercial Code financing
statements with the Delaware Secretary of State listing the
tooling as collateral.

Several other parties tried to block the Debtors' request:

A. Creditors Committee

The Official Committee of Unsecured Creditors said it does not
object to Cadence Innovation LLC's postpetition loan and
accommodation agreements with its pre-bankruptcy lender, and  
with its two largest customers, Chrysler LLC and General Motors
Corporation.

The Creditors Committee, however, said the agreements accord
Chrysler and General Motor substantially all of the rights and
protections of a pre-bankruptcy lender, which makes the
agreements objectionable.

"By broadly incorporating the customers into the DIP loan
agreement as proposed lender, the Debtors have elevated the
customers' status to that of a disinterested third-party lender
instead of an interested customer," said Mark Desgrosseilliers,
Esq., at Montgomery, McCracken, Walker & Rhoads, in Wilmington,
Delaware.

Mr. Desgrosseilliers argued that Chrysler and General Motors do
not occupy the same role as the pre-bankruptcy lender, and they
are not providing financing to the Debtors on the same basis.  

"To the extent that any financing is being provided by the
customers, the financing is more than adequately protected and is
supported by other valuable consideration," he said.  "As such,
the customers are not entitled to the protections afforded to the
existing lender under the Bankruptcy Code."

Mr. Desgrosseilliers also said the Debtors granted certain
protections to their pre-bankruptcy lender under the DIP loan
agreement, which they find appropriate.

He said the Debtors are only availing about $6,000,000 from their
pre-bankruptcy lender, however, they offered as collateral the
value of their previously unencumbered assets, through their pre-
bankruptcy lender's priming lien and super-priority claims
granted under Section 364 of the Bankruptcy Code.

"Any such priming liens or super-priority claims must be limited,
at most, to the $6 million of new funding," Mr. Desgrosseilliers
further said.

The Creditors Committee is also concerned that the DIP Loan
Agreement, as currently envisioned, is inadequate to cover the  
costs of administration of the Debtors' bankruptcy cases.

"Despite apparent efforts to encourage the extension of
postpetition trade credit, the DIP Loan Agreement does not
provide for the payment of administrative expense claims that are
accrued but unpaid at the time the loan facility terminates,"
Mr. Desgrosseilliers said.

"Similarly, the DIP Loan Agreement does not provide for the
possibility of a delay in the sale of a business segment, a
failure to consummate one or more sales, and any wind-down or
post-sale costs," he further said, adding that the terms
of the DIP Loan Agreement ensure that significant postpetition
administrative claims will be at risk of non-payment.

B. Delta Tooling

Delta Tooling Co. slammed the Debtors' proposed borrowing of
$50,000,000, saying it would give Bank of America "superpriority
priming liens" on their assets.

In a court filing, Delta Tooling said that it holds priority
liens on some assets of the Debtors that should not be primed by
BofA's liens without giving the company adequate protection.

"The Debtors proposed to subordinate the liens held by Delta
Tooling without providing or even suggesting any type of adequate
protection to Delta Tooling," Delta said.

Delta Tooling said it is owed $1,308,043 on account of raw
materials it delivered to the Debtors before their bankruptcy
filing.  The company added that it obtained and perfected its
first priority liens on the raw materials under the Michigan law,
and properly filed its Uniform Commercial Code financing
statements listing the materials as collateral.

C. Hope Global

Hope Global of Detroit asked the Court to deny the proposed DIP
financing to the extent the postpetition liens of BofA would
prime the company's liens on the Debtors' property without giving
it adequate protection.

Hope Global asserts a secured claim for $380,000 against the
Debtors.

"The Debtors proposed adequate protection only for the lenders,"
Anthony Saccullo, Esq., at Ciardi Ciardi & Astin, in Wilmington,
Delaware, said in a court filing.  "The Debtors cannot be
permitted to adequately protect the lenders whose claims are
inferior to Hope Global's claims, yet not provide adequate
protection to Hope Global."

According to Mr. Saccullo, the Debtors did not propose to pay
Hope Global's claims in cash or assure the company that they
would make periodic cash payments.  He pointed out that the
Debtors do not have unencumbered assets on which Hope Global may
have an additional or replacement lien.

D. AIG Commercial

AIG Commercial Equipment Finance said the Debtors should not be
permitted to encumber the equipment they leased from the company.

AIG said it holds "first priority, purchase money security
interest" in the equipment and that it cannot be primed by the
Debtors unless the company is given adequate protection.

                         Debtors Respond

In a statement, the Debtors informed the Court that they have
agreed with the DIP Lender, H.S. Die & Engineering, Delta
Tooling, and Hope Global to revise the definition of the so-
called "permitted liens" to address the concerns of the three
suppliers.

The Debtors said the revision would ensure that any of their   
suppliers that have perfected lien senior to the lender, would
retain their lien without being impaired by the postpetition
liens and priority claim granted to the lender.

"With this revision, the objections filed by the [suppliers]
should be deemed to be fully resolved, or if any [supplier] still
maintains its objection, any such objection should be overruled,"
said Norman Pernick, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A., in Wilmington, Delaware.

Mr. Pernick said the revision would also ensure that AIG's rights
on the leased equipment would be unimpaired by the lender's
rights.  "Accordingly, AIG's objection has been fully resolved
and if AIG were to maintain its objection, it should be
overruled," he said.

With respect to the Creditors Committee's objection, the Debtors
clarified that BofA is not willing to provide funds to ensure
payment of all administrative expenses.

"The reality of the Debtors' circumstances requires a recognition
that the Committee's wish for these additional financing
commitments must go unfulfilled, absent BofA's and
the                         
[automotive original equipment manufacturers'] agreement,"
Mr. Pernick said.

"While the Debtors would welcome any agreement on the part of
BofA and the OEMs with respect to funding any shortfall in
administrative and priority expenses necessary to continue a plan
in exchange for the collective use of the chapter 11 process
to sell and reorganize the Debtors' businesses, the Debtors must
leave such matters to the negotiations between those parties,"
Mr. Pernick further said.

Meanwhile, Mr. Pernick asked the Court to dismiss the Creditors
Committee's suggestion to limit BofA's postpetition liens or
priority liens.  "BofA's prepetition claim, in the amount of
approximately $43.8 million, has been paid in full from
collections of the Debtors' prepetition accounts, and the entire
balance owed to BofA is for postpetition advances," he explained.  
"Accordingly, there is no legal basis to limit BofA's
postpetition liens or priority claim in the manner suggested by
the Creditors Committee's objection."

As of the Petition Date, according to Mr. Pernick, Bank of
America was owed as Mr. Pernick noted, $43,830,997 which includes
outstanding letters of credit.

                    About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto    
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No.
08-11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors
as counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between $10 million and
$50 million, and debts of between $100 million and $500 million.  

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


CADENCE INNOVATION: Can Hire Cole Schotz as Lead Bankr. Counsel
---------------------------------------------------------------
Cadence Innovation LLC, and its affiliate, New Venture Real Estate
Holdings LLC, obtained authority from the U.S. Bankruptcy Court
for the District of Delaware to employ Cole Schotz Meisel Forman
& Leonard, P.A., as their lead bankruptcy counsel.

Cole Schotz is expected to:

    (1) advise the Debtors of their rights, powers and duties
        as debtors-in-possession as well as advise them
        regarding matters of bankruptcy law;

    (2) represent the Debtors in proceedings and hearings;

    (3) prepare legal papers on behalf of the Debtors;

    (4) provide assistance, advice, and representation
        concerning the confirmation of any proposed plan and
        solicitation of acceptances for that plan, or
        responding to objections to those plans;

    (5) advise the Debtors and assist them in the negotiations
        concerning financing agreements, debt restructuring,
        cash collateral arrangements, and related transactions;

    (6) provide assistance, advice, and representation
        concerning any possible sale of the Debtors' assets;

    (7) review the nature and validity of liens asserted
        against the Debtors' property, and advise them
        concerning the enforceability of those liens;

    (8) provide assistance, advice and representation
        concerning any further investigation of the Debtors'
        assets, liabilities and financial condition that may be
        required under local, state, or federal law;

    (9) prosecute and defend litigation matters; and

   (10) provide counseling and representation with respect to
        the assumption or rejection of executory contracts and
        leases, asset sale, among other things.

In exchange for Cole Schotz' services, the firm will be paid on
an hourly basis and reimbursed for the expenses incurred.  The
firm's professionals and their hourly rates are:

     Members        $320 - $625
     Associates     $195 - $325
     Paralegals     $130 - $190

Cole Schotz received a $626,039 retainer from the Debtors for
the planning, preparation of documents and proposed employment
during the Debtors' bankruptcy.  Of that amount, $230,977 was
applied to pay pre-bankruptcy fees and expenses incidental to the
preparation and filing of the cases, and $2,078 for the filing
fees.

Norman Pernick, Esq., at Cole Schotz, assured the Court that
the firm does not hold or represent any interest adverse to the
Debtors.  He added that the firm is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

                    About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto    
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No.
08-11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors
as counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between $10 million and
$50 million, and debts of between $100 million and $500 million.  

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


CALPINE CORP: Draws $725 Million Under Exit Facility Agreement
--------------------------------------------------------------
Calpine Corporation said on October 1, 2008, that it is drawing
approximately $725,000,000 under its $1,000,000,000 Senior Secured
Revolving Facility under its Exit Financing, which expires on
March 29, 2014.

The Credit Agreement, dated January 31, 2008, was entered among
Calpine, as Borrower, and the Lenders, with General Electric
Capital Corporation, as Sub-Agent; Goldman Sachs Credit Partners,
L.P., Credit Suisse, Deutsche Bank Securities, Inc., and Morgan
Stanley Senior Funding, Inc., as Co-Syndication Agents and Co-
Documentation Agents; and Goldman Sachs Credit Partners, L.P., as
Administrative Agent and Collateral Agent.

The borrowing, Calpine disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission, will bear interest
initially at the base rate (currently 5%) plus the applicable
margin of 1.875%, and is payable quarterly.  At the end of each
interest period, the interest rate on the borrowing may be
continued at the base rate plus the applicable margin, or
converted to a LIBOR rate, plus a margin of 2.875%, at Calpine's
option.

The borrowing, which will mature on March 29, 2014, may be
prepaid prior to maturity without penalty.

A full-text copy of the Credit Agreement is available for free
at http://ResearchArchives.com/t/s?27df

"This draw is a proactive financial decision to preserve our
liquidity by increasing our cash position during this period of
uncertainty in the capital markets," said Zamir Rauf, interim
executive vice president and chief financial officer.  "This draw
is not being made to satisfy any near-term needs but to enhance
the quality of our liquidity."

Calpine said that with the draw, it expects to have an estimated
$1,265,000,000 of corporate unrestricted cash on Oct. 1, 2008:

   Corporate Unrestricted Cash                 $1,250,000,000
   Revolver/LC Availability                        15,000,000
                                                -------------
   Liquidity (current)                         $1,265,000,000

Calpine said the $1.250 million corporate unrestricted cash is
pro forma for $725,000,000 revolver draw, and excludes balances
subject to project finance facilities and lease agreements of
approximately $246,000,000, which would be included in cash and
cash equivalents, the most comparable GAAP measure.

Calpine's current liquidity of $1.265 million does not include
$350,000,000 of contingent liquidity from the Knock-In and
Contingent Commodity Revolver facilities, the company said.

                          About Calpine

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

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

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

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

(Calpine Bankruptcy News, Issue No. 95; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


CATALYST ENERGY: Files for Chapter 11 Protection
------------------------------------------------
Madlen Read at The Associated Press reports that Catalyst Energy
Group, Inc., filed for Chapter 11 protection in the U.S.
Bankruptcy Court for the Northern District of Georgia.

Margaret Newkirk at The Atlanta (Georgia) Journal-Constitution
relates that Catalyst Energy lost a line of credit and contracted
fuel supply with Constellation Energy.  

Utility regulators will decide if Catalyst Energy can continue to
sell gas in Georgia, as state law requires marketers to have
enough credit to pay for the gas it orders, The Atlanta Journal
states.  The state Public Service Commission, says the report, can
suspend Catalyst Energy's license and pull out the company's
30,000 clients to put them to other marketers.  According to the
report, Catalyst Energy's CEO Fernando de Aguero and vice
president for regulatory affairs Steve Moore, said that the firm
would collaborate with the PSC to guarantee that clients got
service.

Atlanta, Georgia-based Catalyst Energy Group, Inc. --
http://www.catalystenergy.com/-- and its affiliates, Catalyst  
Natural Gas, LLC, and Catalyst Supply Services, Inc, are energy
providers.  The company and its affiliates  filed for Chapter 11
protection on Oct. 1, 2008 (Bankr. N. D. Ga. Case No.
08-79392).  Leon S. Jones, Esq., at Jones & Walden, LLC,
represents the Debtors in their restructuring efforts.  

Catalyst Energy listed assets of less than $50,000.  According to
The Atlanta Journal-Constitution, the company said that it has $20
million in liabilities.


CENTENNIAL COMMUNICATIONS: Shareholders Okay Stock Option Plan
--------------------------------------------------------------
Centennial Communications Corp. disclosed in a Securities and
Exchange Commission filing that at its 2008 Annual Meeting of
Stockholders on Sept. 25, 2008, stockholders approved the
Centennial Communications 2008 Stock Option and Restricted Stock
Purchase Plan.

The company'board of Directors had adopted the 2008 Stock Plan,
subject to stockholder approval.

             About Centennial Communications

Based in Wall, New Jersey, Centennial Communications Corp.
(Nasdaq: CYCL) - http://www.centennialwireless.com/--
provides regional wireless and integrated communications
services in the United States and the Puerto Rico with
approximately 1.1 million wireless subscribers and 582,200 access
lines and equivalents.  The US business owns and operates
wireless networks in the Midwest and Southeast covering parts of
six states.  Centennial's Puerto Rico business owns and operates
wireless networks in Puerto Rico and the U.S. Virgin Islands and
provides facilities-based integrated voice, data and Internet
solutions.  Welsh, Carson, Anderson & Stowe is a significant
shareholder of Centennial.

                          *     *     *

Centennial Communications Corp. continues to carry Moody's
Investor Services' 'Caa1' senior unsecured debt rating, which was
placed in September 2006.

As reported by the TCR on Aug. 4, 2008, Centennial Communications'
consolidated balance sheet at May 31, 2008, showed $1.38 billion
in total assets, $2.42 billion in total liabilities, and
$4.9 million in minority interest in subsidiaries, resulting in a
$1.04 billion stockholders' deficit.


CHET MORRISON: Moody's Withdraws Ratings on Uncompleted Offering
----------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings for Chet
Morrison Contractors, Inc. since the company's proposed senior
secured notes offering has not been completed.  CMC has no rated
debt at this time.  The ratings being withdrawn are the B3
Corporate Family Rating, the B3 Probability of Default Rating and
the B3 (LGD4, 50%) rating on the proposed $100 million of senior
secured notes due 2013.

CMC is a privately held oilfield services company based in Houma,
Louisiana.


CIENA CAPITAL: Court Gives Interim Approval on $5MM Loan
--------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the United States
Bankruptcy Court for the Southern District of New York gave
interim approval on Oct. 2, 2008, to Ciena Capital, LLC, and its
debtor-affiliates to borrow $5 million to keep the Debtors' loan
servicing business alive.

New York, New York-based Ciena Capital, LLC,--
http://www.cienacapital.com/-- offers commercial real estate  
finance services including loans and long term investment property
financing.

The Debtors filed for Chapter 11 bankruptcy protection separately
on September 30, 2008 (Bankr. S.D. N.Y. Lead Case No. 08-13783).  
Peter S. Partee, Esq., at Hunton & Williams LLP, represents the
Debtors in their restructuring efforts.  In its filing, the Lead
Debtor listed estimated assets between $100 million to $500
million and estimated debts between $100 million to $500 million.


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.


COMMONWEALTH EDISON: ICC Case Decision Cues Moody's to Lift Rtngs
-----------------------------------------------------------------
Moody's Investors Service upgraded the long-term unsecured ratings
of Commonwealth Edison Company including the senior unsecured debt
rating to Baa3 from Ba1 and the short-term rating for commercial
paper to Prime-3 from Not Prime.  ComEd's senior secured debt
rating of Baa2 remains unchanged.  The rating outlook is stable.

The upgrade largely reflects Moody's assessment of the
distribution rate case decision rendered by the Illinois Commerce
Commission on September 10.  Under the order, effective Sept. 16,
the distribution base rate will increase by $273.6 million, which
represents slightly more than 75% of ComEd's original request of
$361 million.  

Of particular note is the fact that the order, which resulted in a
slightly higher outcome than the settlement reached with the ICC
staff, was nearly $55 million higher than an Administrative Law
Judge recommendation and substantially higher than recommendations
offered by other interveners.  The order allows ComEd the ability
to recover and earn a return on capital investment made by the
utility through June 30, 2008, which mitigates a degree of
regulatory lag that had existed in past ComEd rate case decisions.

In short, Moody's views the outcome of this rate case decision
along with other recent rate case decisions rendered by the ICC as
being supportive of utility credit quality.

The upgrade also factors in the improved financial flexibility
that exists at ComEd as the first mortgage collateral, which had
previously secured the company's $1 billion revolving credit
facility was released and replaced by a similar sized unsecured
revolving credit facility that expires in February 2011.  With
first mortgage bond collateral released from the bank credit
facility, ComEd has the ability to issue up to $2.3 billion of
first mortgage bond debt as of June 30, 2008.  Moody's estimates
that following the impact of the September rate case decision,
internal funds are expected to cover about 75% of the company's
capital investment needs in fiscal 2009.

While Moody's recognizes that ComEd may face challenges in future
regulatory proceedings from political and consumer groups given
the degree of statewide pushback that occurred last year, Moody's
believes that the outcome of this distribution rate case, the
broad-based settlement agreement completed last year among the
utilities and the generators, as well as the existence of a
financial hedge for base load capacity between ComEd and its
affiliate Exelon Generation Company that expires in 2013
collectively help to provide a more benign business environment
for utilities operating in Illinois over the next several years.

The stable outlook reflects Moody's expectation that the company
will be able to generate financial metrics consistent with a low
investment grade quality utility, such as cash flow to adjusted
debt of at least 13.0% and interest coverage of 3.0x.

Additionally, the stable outlook incorporates Moody's view that
the ICC will continue to provide credit supportive regulatory
decisions over the next several years as the company completes its
sizeable capital investment program.

Moody's last rating action on ComEd occurred on August 29, 2007
when the ratings were confirmed with a stable outlook following
passage of Senate Bill 1592, which broadly restructured the
electric utility industry in Illinois.

Upgrades:

Issuer: ComEd Financing III

  -- Preferred Stock Preferred Stock, Upgraded to Ba1 from Ba2
  -- Preferred Stock Shelf, Upgraded to (P)Ba1 from (P)Ba2

Issuer: Commonwealth Edison Company

  -- Commercial Paper, Upgraded to P-3 from NP
  -- Issuer Rating, Upgraded to Baa3 from Ba1
  -- Multiple Seniority Shelf, Upgraded to a range of (P)Ba2 to
    (P)Baa3 from a range of (P)Ba3 to (P)Ba1

  -- Senior Unsecured Bank Credit Facility, Upgraded to Baa3 from
     Ba1

  -- Senior Unsecured Medium-Term Note Program, Upgraded to Baa3
     from Ba1

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3
     from Ba1

Headquartered in Chicago, Illinois, Commonwealth Edison Company is
a regulated electricity transmission and distribution company, and
is a wholly-owned subsidiary of Exelon Corporation.


COMMUNICATION INTELLIGENCE: Amends SEC Statement for Share Sale
---------------------------------------------------------------
Communication Intelligence Corporation has filed an amendment to
its Registration Statement regarding the sale of 33,410,714 shares
of its common stock issuable to certain stockholders.

The amendment was filed to delay the effective date of the
registration statement until the company files a further amendment
which specifically states that the Statement has become effective
in accordance with the Securities Act of 1933, or until the
Registration Statement become effective on the date the Commission
may determine.

A copy of Communication Intelligence's sale prospectus is
available for free at http://researcharchives.com/t/s?3366

                  About Communication Intelligence

Headquartered in Redwood Shores, Calif., Communication
Intelligence Corp. (OTC BB: CICI) -- http://www.cic.com/--
is a supplier of electronic signature solutions for business
process automation within the Financial Services Industry.  CIC's
products enable companies to fully execute Business Process
Automation initiatives resulting in truly paperless workflow and
legally binding electronic transactions.

CIC sells directly to enterprises and through system integrators,
channel partners and OEMs.  

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 26, 2008,
Denver-based GHP Horwath, P.C., expressed substantial doubt about
Communication Intelligence Corporation'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 recurring operating losses
and accumulated deficit.

Except for 2004, the company has incurred significant losses since
its inception and, at June 30, 2008, the company's accumulated
deficit was approximately $93,574,100.  

Communication Intelligence Corp. reported a net loss of
$1,087,000, on total revenues of $407,000, for the second quarter
ended June 30, 2008, compared with a net loss of $843,000, on
total revenues of $555,000, in the same period ended last year.


CONEXANT SYSTEMS: Expects Up to $125 Million Revenue for Q4 2008
----------------------------------------------------------------
Conexant Systems, Inc. disclosed in a Securities and Exchange
Commission filing that its core operating income and core net
income for the fourth quarter of fiscal 2008 will exceed the
guidance provided by the company on July 31, 2008.  The company
expects fourth fiscal quarter revenues to be within the range
provided in July, which was $120 million to $125 million.

"When we established expectations for the fourth fiscal quarter
two months ago, we anticipated non-GAAP core operating income in a
range between $14 million and $16 million, and core net income of
$0.13 to $0.17 per share," said Scott Mercer, Conexant's chairman
and chief executive officer.  "At that time, we expected core
gross margins of 51.5 percent to 52.5 percent of revenues.  
Because of a richer-than-anticipated product mix, we now expect
core gross margins of 54 percent to 55 percent. During the
quarter, our team also made better-than-expected progress reducing
core operating expenses.

"As a result, we now expect to deliver core operating income in a
range between $19 million and $20 million, resulting in core net
income of $0.24 to $0.26 per share," Mr. Mercer said.

Conexant's fourth fiscal quarter ends on Friday, October 3, 2008.
The company will announce complete financial results for the
quarter after the close of the U.S. markets on Thursday, Oct. 30,
2008.

                         About Conexant

Headquartered in Newport Beach, California, Conexant Systems,
Inc. (NASDAQ: CNXT) -- http://www.conexant.com/-- has a      
comprehensive portfolio of innovative semiconductor solutions
which includes products for Internet connectivity, digital
imaging, and media processing applications.  Conexant is a
fabless semiconductor company that recorded revenues of
US$809.0 million in fiscal year 2007.

Outside the United States, the company has subsidiaries in
Northern Ireland, China, Barbados, Korea, Mauritius, Hong Kong,
France, Germany, the United Kingdom, Iceland, India, Israel,
Japan, Netherlands, Singapore and Israel.

At June 27, 2008, the company's consolidated balance sheet
showed US$624.7 million in total assets and US$757.2 million in
total liabilities, resulting in a US$132.5 million stockholders'
deficit.

The company's consolidated balance sheet at June 27, 2008, also
showed strained liquidity with US$428.0 million in total current
assets available to pay US$471.4 million in total current
liabilities.

                         *     *     *

Conexant currently carries Standard & Poor's Ratings Services'
B- rating with a negative outlook.

Moody's Investor Service placed Conexant Systems Inc.'s long
term corporate family and probability of default ratings at
'Caa1' in October 2006.  The ratings still hold to date with a
stable outlook.


CONEXANT SYSTEMS: Inks Termination Deal with Lewis Brewster
-----------------------------------------------------------
Conexant Systems Inc. disclosed in a Securities and Exchange
Commission filing that it has entered into an agreement with Lewis
C. Brewster, effective as of Sept. 24, 2008, pursuant to which Mr.
Brewster will receive certain payments and other consideration as
a result of his voluntary termination of employment with the
Company.

Mr. Brewster's service as Executive Vice President and General
Manager, Broadband Media Processing, of the Company ceased
effective as of August 8, 2008, the closing date of the sale by
the Company of its Broadband Media Processing product lines to NXP
B.V.

Pursuant to the Agreement, and because Mr. Brewster transitioned
to NXP B.V. with our Broadband Media Processing Business, Mr.
Brewster will not be required to repay any amount of his $150,000
retention bonus granted by the Company in June 2007, and he will
receive a lump sum separation payment in full and final settlement
of matters relating to his employment with the Company of $55,000,
less applicable taxes and withholdings, to be paid within 30 days
of Sept. 24, 2008.

In addition, Mr. Brewster is restricted from soliciting:

   -- employees of the Company until Aug. 8, 2011, and
   -- customers of the Company until Aug. 8, 2009.

                         About Conexant

Headquartered in Newport Beach, California, Conexant Systems,
Inc. (NASDAQ: CNXT) -- http://www.conexant.com/-- has a      
comprehensive portfolio of innovative semiconductor solutions
which includes products for Internet connectivity, digital
imaging, and media processing applications.  Conexant is a
fabless semiconductor company that recorded revenues of
US$809.0 million in fiscal year 2007.

Outside the United States, the company has subsidiaries in
Northern Ireland, China, Barbados, Korea, Mauritius, Hong Kong,
France, Germany, the United Kingdom, Iceland, India, Israel,
Japan, Netherlands, Singapore and Israel.

At June 27, 2008, the company's consolidated balance sheet
showed US$624.7 million in total assets and US$757.2 million in
total liabilities, resulting in a US$132.5 million stockholders'
deficit.

The company's consolidated balance sheet at June 27, 2008, also
showed strained liquidity with US$428.0 million in total current
assets available to pay US$471.4 million in total current
liabilities.

                         *     *     *

Conexant currently carries Standard & Poor's Ratings Services'
B- rating with a negative outlook.

Moody's Investor Service placed Conexant Systems Inc.'s long
term corporate family and probability of default ratings at
'Caa1' in October 2006.  The ratings still hold to date with a
stable outlook.


CONSTAR INTERNATIONAL: SEC Grants Exclusion on 10-K Information
---------------------------------------------------------------
Constar International, Inc. disclosed in a Securities and Exchange
Commission filing that the SEC's Division of Corporation Finance
has granted its request for confidential treatment for information
it excluded from exhibits to a Form 10-K filed on March 31, 2008.

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

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

  Exhibit                                 Time Period
  -------                                 -----------
  10.4c. Amendment dated Aug. 23, 2007    through Dec. 31, 2008
  to Supply Agreement

  10.4d. Amendment dated Nov. 9, 2007     through Dec. 31, 2008
  to Supply Agreement

Philadelphia-based Constar International Inc. (Nasdaq: CNST) --
http://www.constar.net/-- is a producer of PET (polyethylene     
terephthalate) plastic containers for food, soft drinks and water.
The company provides full-service packaging solutions, from
product design and engineering, to ongoing customer support.  Its
customers include many of the world's leading branded consumer
products companies.

At June 30, 2008, the company's balance sheet showed total assets
of $507.0 million and total liabilities of $588.4 million,
resulting in a shareholder's deficit of $81.4 million.

                          *     *     *

Constar International Inc. still carries Moody's Caa2 Senior
Subordinate Debt assigned on Sept. 11, 2006.


CORPORACION DURANGO: Files for Ch. 15; Affiliates File Ch. 11
-------------------------------------------------------------
Hugh Collins and Tiffany Kary of Bloomberg News report that
Corporacion Durango S.A.B. de C.V. filed for Chapter 15 bankruptcy
with the U.S. Bankruptcy Court for the Southern District of New
York (Lead Case No. 08-13911) on Oct. 6, 2008, after missing a
$26.5 million interest payment on 10.5 percent bonds due in 2017.  
Two of its affiliates filed for Chapter 11 protection separately
with the same court on the same day.

The Lead Debtor is seeking to restructure $1.5 billion of debt,
according to the report.

Gabriel Villegas Salazar, the Debtors' general counsel, said that
the Debtors have "...faced significant challenges stemming in
large part from an unprecedented, unexpected and sustained rise in
global energy prices," according to the report.  Mr. Salazar cited
costs of raw materials and freight that increased by $72.3 million
in the first half of 2008 as proof of the rising energy prices,
according to the report.

Durango, Mexico-based Corporacion Durango S.A.B. de C.V. produces
brown paper and packaging products.  Its packaging division,
Empresas Titan, manufactures corrugated packaging in Mexico.  It
also produces newsprint through Grupo Pipsamex.

John K. Cunningham, Esq., at White & Case, LLP, represents the
Debtors in their restructuring efforts.  In its filing, the Lead
Debtor listed estimated assets of more than $1 billion and
estimated debts of more than $1 billion.


CORPORACION DURANGO: Chapter 15 Case Summary
--------------------------------------------
Chapter 15 Debtor: Corporacion Durango S.A.B. de C.V.
                   Torre Corporativa Durango
                   Potasio 150
                   Cuidad Industrial, Durango
                   Durango, Mexico 34208

Bankruptcy Case No.: 08-13911

Type of Business: The company produces brown paper and packaging
                  products and its packaging division, Empresas
                  Titan, manufactures corrugated packaging in
                  Mexico.  The Debtor is a producer of newsprint
                  through Grupo Pipsamex.
                  
                  The First Federal District Court in Durango,
                  Mexico, has approved the Debtor's plan of
                  reorganization and declared the termination
                  of its "Concurso Mercantil" proceeding.

                  As reported in the Troubled Company Reporter on
                  Sept. 3, 2008, Standard & Poor's Ratings
                  Services assigned on Aug. 29, 2008, its issue
                  and recovery ratings to the Debtor's
                  $520 million senior unsecured notes maturing in
                  2017.  The notes are rated 'CCC-' (the same as
                  the long-term corporate credit rating) with a
                  recovery rating of '4', indicating that lenders
                  can expect an average (30% to 50%) recovery in
                  the event of a payment default.

                  Two of the Debtor's affiliates also filed for
                  bankruptcy under Chapter 11 of the Bankruptcy
                  Code in the United States Bankruptcy Court for
                  the Southern District of New York.

                  Debtor-affiliates filing separate Chapter 11
                  petitions:

                  Entity                           Case No.
                  ------                           --------
                  Fiber Management                 08-13918
                  of Texas, Inc.

                  Paper International, Inc.        08-13917

                  See: http://www.corpdgo.com/

Chapter 11 Petition Date: October 6, 2008

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: John K. Cunningham, Esq.
                  jcunningham@whitecase.com
                  White & Case, LLP
                  200 South Biscayne Boulevard, Suite 4900
                  Miami, FL 33131
                  Tel: (305) 995-5252
                  Fax: (305) 358-5744

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion


CREATIVE LOAFING: Gets Initial OK to Use Atalaya's Cash Collateral
------------------------------------------------------------------
The Hon. Carly E. Delano of the United States Bankruptcy Court for
the Middle District of Florida authorized Creative Loafing, Inc.,
and its debtor-affiliates to use, on the interim basis, cash
collateral securing repayment of secured loan to Atalaya
Administrative LLC, Atalaya Funding II LP, and BIA Digital
Partners SBIC II LP.

A preliminary hearing is continued to Oct. 8, 2008, at 3:00 p.m.,
in Courtroom 10B, Sam B. Gibbons United States Courthouse at North
Florida Avenue in Tampa, Florida.

The Debtors told the Court that they intends to use cash
collateral for ordinary expenses under the cash flow forecast
budget.  The Debtors assured the Court that it will not exceed the
budget by more than 5%.

In July 2007, the Debtors entered into a separate secured
financing agreement with (i) Anacapa Funding I LLC, as agent and
lender, to provide up to $30 million in term loan, and (ii) BIA
Digital Partners to provide up to $10 million in loan.  Atalaya
Administrative notified the Debtors that certain rights, interest
and obligations of Anacapa have been assigned to Atalaya.  In
connection with the facilities, the Debtors executed security
agreements purporting to grant Anacapa and BIA certain liens and
security interest in substantially all of their personal property,
which constitute "cash collateral" in accordance to Section 363(a)
of the Bankruptcy Code.

As adequate protection, Atalaya Administrative, et al., are
granted replacement liens to the same extent, validity and
priority as existed on the Debtors' bankruptcy filing.

A full-text copy of the Debtors' cash flow forecast budget is
available for free at http://ResearchArchives.com/t/s?336c

                      About Creative Loafing

Headquartered in Tampa, Florida, Creative Loafing, Inc. --
http://www.creativeloafing.com/-- publish newspapers and  
magazines.  The company and eight of its affiliates filed for
Chapter 11 protection on September 29, 2008 (Bankr. M.D. Fla. Lead
Case No. 08-14939).  Chad S. Bowen, Esq., and David S. Jennis,
Esq., Jennis & Bowen, P.L., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between $10
million and $50 million each.


DAN RIVER: CONSOR Selling Name, Intellectual Property Portfolio
---------------------------------------------------------------
La Jolla, Calif.-based CONSOR Intellectual Asset Management is
selling Dan River, Inc.'s name and intellectual property, Home
Textiles Today, the weekly newspaper of the home textiles
industry, reported.

Among the assets the firm has listed for sale are:

  -- The Dan River name.

  -- No Trace Patents: 6,861,520 and 7,109,324, which cover the
     application of cyclodextrins to cellulosic textiles and the
     products made using such textiles.  "The chemistry creates an
     odor trapping and neutralizing system that can be recharged
     with a simple rinse or wash.  Applications include hunting
     apparel, military apparel, athletic apparel, institutional
     bedding, undergarments, pet bedding and much more," according
     to the seller.

  -- The Bed-in-a-Bag designation, which is covered by two
     trademarks.

  -- Dan River's design library, which contains more than 100
     years of original, hand painted designs as well as vintage
     textiles purchased from design libraries in France, Italy,
     Israel, London, New York and elsewhere.  The library includes
     proprietary weaves along with loom instructions for hundreds
     of apparel, linen, and bedding lines.

Consor is also open to licensing deals on the assets in the Dan
River IP portfolio.  

                      About Dan River Inc.

Headquartered in Danville, Virginia, Dan River Inc. --
http://www.danriver.com/-- manufactures and markets textile      
products for the home fashions, apparel fabrics and industrial
markets.

The company first filed for chapter 11 protection on March 31,
2004 (Bankr. N.D. Ga. Case No. 04-10990).  James A. Pardo, Jr.,
Esq., at King & Spalding, represented the Debtor in its
restructuring efforts.  The Debtor listed $441,800,000 in total
assets and $371,800,000 in total debts. The Court confirmed the
Debtors' Plan of Reorganization on Jan. 18, 2005, and the plan
took effect on Feb. 14, 2005.

Dan River's operations were acquired by GHCL Ltd. in January 2006
for approximately $93 million consisting of $17 million in cash
plus the assumption of $76 million in short- and long-term debt.  
On March 24, 2008, GHCL announced plans to close its home textiles
sourcing and manufacturing segment, affecting Dan River as well as
GHCL's HW Baker and Best Textiles divisions.

Dan River Holdings LLC, Dan River Inc. and three other affiliates
filed for Chapter 11 protection on April 20, 2008, (Bankr. D. Del.
Lead Case No. 08-10727).  Margaret M. Manning, Esq., at Whiteford
Taylor & Preston, LLP represents the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 3 appointed
creditors serve on an Official Committee of Unsecured Creditors.
Donald J. Detweiler, Esq., Sandra G. Selzer, Esq., and Dennis A.
Merino, Esq., at Greenberg Traurig, LLP represent the Creditors'
Committee.  In their schedules, Dan River Holdings LLC, et al.
listed assets of $69,249,420 and debts of $143,294,152.


DAN RIVER: Court Sets November 3 Claims Bar Date
------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set Nov. 3,
2008, as the last day for filing of proofs of claim against Dan
River Holdings LLC and its debtor-affiliates, pursuant to
Bankruptcy Rule 3003(c)(3) and Section 502(b)(9) of the Bankruptcy
Code.

Proofs of Claim must be sent to the Debtors' court-approved claims
agent, Epiq Bankruptcy Solutions, LLC on or before the General Bar
Date, as follows:

  -- If by U.S. mail or overnight delivery:

     Dan River Holdings LLC
     Claims Processing Center
     c/o Epiq Bankruptcy Solutions, LLC
     FDR Station, P.O. Box 5015
     New York, NY 10150-5015

  -- If by hand delivery:

     Dan River Holdings LLC
     Claims Processing Center
     c/o Epiq Bankruptcy Solutions, LLC
     757 Third Avenue, 3rd Floor
     New York, N.Y.

                      About Dan River Inc.

Headquartered in Danville, Virginia, Dan River Inc. --
http://www.danriver.com/-- manufactures and markets textile      
products for the home fashions, apparel fabrics and industrial
markets.

The company first filed for chapter 11 protection on March 31,
2004 (Bankr. N.D. Ga. Case No. 04-10990).  James A. Pardo, Jr.,
Esq., at King & Spalding, represented the Debtor in its
restructuring efforts.  The Debtor listed $441,800,000 in total
assets and $371,800,000 in total debts. The Court confirmed the
Debtors' Plan of Reorganization on Jan. 18, 2005, and the plan
took effect on Feb. 14, 2005.

Dan River's operations were acquired by GHCL Ltd. in January 2006
for approximately $93 million consisting of $17 million in cash
plus the assumption of $76 million in short- and long-term debt.  
On March 24, 2008, GHCL announced plans to close its home textiles
sourcing and manufacturing segment, affecting Dan River as well as
GHCL's HW Baker and Best Textiles divisions.

Dan River Holdings LLC, Dan River Inc. and three other affiliates
filed for Chapter 11 protection on April 20, 2008, (Bankr. D. Del.
Lead Case No. 08-10727).  Margaret M. Manning, Esq., at Whiteford
Taylor & Preston, LLP represents the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 3 appointed
creditors serve on an Official Committee of Unsecured Creditors.
Donald J. Detweiler, Esq., Sandra G. Selzer, Esq., and Dennis A.
Merino, Esq., at Greenberg Traurig, LLP represent the Creditors'
Committee.  In their schedules, Dan River Holdings LLC, et al.
listed assets of $69,249,420 and debts of $143,294,152.


DELPHI CORP: Court OKs Moelis as Panel's Co-Investment Banker
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Delphi Corp.'s
Chapter 11 cases obtained approval from the U.S. Bankruptcy Court
for the Southern District of New York, on an interim basis, to
retain Moelis & Company LLC, as co-investment banker to the
Committee, in cooperation with Jefferies & Company Inc.

According to Committee Chairperson David Daigle, the Jefferies
employees primarily responsible for investment banking services
to the Committee have ceased to be employed by Jefferies and are
now employed by Moelis.  The Committee has determined that it
requires these professionals' knowledge of the Debtors and the
Chapter 11 cases, as well as their expertise.  "At this critical
juncture, the Committee needs to be fully engaged in assessing
the Debtors' reorganization alternatives without the delay or
undue cost that would be incurred by losing the knowledge and
expertise the Moelis professionals have.  Losing access to these
professionals could hinder the Committee's ability to effectively
respond to new developments and necessary modifications to the
Plan", Mr. Daigle asserts.

The Moelis professionals primarily responsible for providing
services to the Committee are (i) William Q. Derrough, (ii) Isaac
Lee, and (iii) David Groban.

The Committee selected Moelis as its investment banker for the
purpose of providing assistance and advice, in cooperation with
Jefferies, with respect to any potential strategy for
restructuring the Debtors' outstanding indebtedness, labor costs
or capital structure, whether pursuant to a reorganization plan,
a sale of assets pursuant to Section 363 of the Bankruptcy Code,
a liquidation or otherwise, Mr. Daigle relates.

The Committee seeks to continue to use the services of the
Jefferies as its co-investment banker.  Jefferies will be
primarily responsible for services related to asset sales,
analysis of debtor-in-possession financing and labor, pension and
OPEB issues.  Jefferies and Moelis have entered into an agreement
whereby they would allocate between themselves the fees earned
from the services rendered to the Committee, Mr. Daigle explains.

Moelis will be entitled to receive, from the Debtors' estates, as
compensation for its services:

   (1) $131,250 monthly fee; and

  (ii) and a transaction fee of 1/3 of (i) 0.50% of total
       consideration greater than $0.50 and up to $0.75 per $1 of
       allowed unsecured claim and (ii) 0.75% of Total
       Consideration, as defined in the Engagement letter,
       greater than $0.75 per $1 of allowed unsecured claim.  

The transaction fee will not be less than $670,000 or greater
than $3,330,000, however, Moelis has reserved the right to
request modification of the cap.

For purposes of clarification, the engagement Letter defines
Total Consideration as "[T]he total aggregate consideration paid
by the Debtors on account of allowed unsecured claims against the
Debtors pursuant to a plan or plans of reorganization in the
Cases, including any amounts in escrow, but excluding any
unsecured claims of, and consideration paid by the Debtors on
account of claims of, the Pension Benefit Guaranty
Corporation or any assignee of the PBGC.

A full-text coy of the Engagement Letter is available for free at
http://ResearchArchives.com/t/s?335f

Moelis' professional compensations do not alter the total amount
of monthly fees and possible transaction fees that would be
payable by the Debtors.  Rather, these simply reflect the
agreement between Jefferies and Moelis regarding the allocation
of fees between themselves.

Mr. Daigle emphasized that the Debtors will not be obligated to
pay any additional fees as a result of the Committee's decision
to engage Moelis as its co-investment banker.  In light of these,
the Committee believes that this decision redounds to the
benefits of itself and the Debtors.

Jefferies and Moelis will coordinate with each other to reduce
expenses to be reimbursed by the Debtors.

William Q. Derrough, managing director at Moelis, assured the
Court that his firm does not hold or represent any interest
adverse to the Debtors and the firm is a disinterested person
within the meaning of Section 101(14), as modified by Section
1107(b) of the Bankruptcy Code.

                       About Delphi Corp.

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

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

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

(Delphi Bankruptcy News, Issue 146; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DEMEX ENGINEERING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Demex Engineering, Inc.
        5 Thomas Mellon Circle, Suite 244
        San Francisco, CA 94134

Bankruptcy Case No.: 08-31873

Type of Business: The Debor offers demolition, drilling,
                  underpinning, shoring and excavation services.
                  See: http://www.demexengineering.com/

Chapter 11 Petition Date: October 3, 2008

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Alan E. Ramos, Esq.
                  aramos@lawnrs.com
                  Nevin, Ramos and Steele
                  700 Ygnacio Valley Rd. #220
                  Walnut Creek, CA 94596-3859
                  Tel: (925) 280-1700

Total Assets: $1,990,481

Total Debts: $2,491,723

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/califnb08-31873.pdf


DIOMED HODLINGS: Pays in Full Debt to Hercules Technology
---------------------------------------------------------
Diomed Holdings Inc. has settled in full its loan with Hercules
Technology Growth Capital, Inc., with the payment at the end of
September of $1.1 million in accrued interest and loan fees, in
addition to the full repayment of $6.0 million of principal which
was made in April 2008, Hercules Technology said in a press
release Wednesday.  

"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.  

According to the press release, Diomed Holdings received
$7.0 million as a result of the settlement agreement with
AngioDynamics Inc. which resolved the patent infringement lawsuit
between the companies originally filed in January 2004.  Of the
$7.0 million settlement proceeds, $6.0 million was used to repay
the outstanding loan principal balance to Hercules.

As reported in the Troubled Company Reporter on Sept. 25, 2008,
Bill Rochelle of Bloomberg News reported that the United States
Bankruptcy Court for the District of Massachusetts will convene a
hearing on Nov. 4, 2008, to consider confirmation of the
liquidating Chapter 11 plan of Diomed Holdings, Inc., and its
debtor-affiliate Diomed, Inc.

Diomed agreed to sell its U.S. operations to AngioDynamics in
April.  AngioDynamics closed the sale of Diomed Holdings Inc.'s
U.S. businesses on June 17.

                      About Diomed Holdings

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

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


DOWNEAST HERITAGE: Files for Chapter 7 in Maine Court
-----------------------------------------------------
Diana Graettinger of Bangor (Maine) Daily News reports that The  
Downeast Heritage Museum has filed for Chapter 7 bankruptcy in
U.S. Bankruptcy Court in Bangor.  

The museum's trustees said a $600,000 mortgage that USDA Rural
Development holds and a $1 million second mortgage with the
Department of Commerce's Economic Development Administration were
the only bills of Downeast that remained unpaid.  Dan Lacasse of
Calais, attorney for the museum said the $1 million grant was tied
to a condition that it remains a museum or a philanthropic
organization.

The $600,000 owed Rural Development was what remains of a
$3.2 million debt that was restructured when the museum filed for
protection under Chapter 11 with the federal bankruptcy court in
late 2006.  After the bankruptcy filing, the museum continued to
lose money, the report said.  Court papers show the museum has
only $1,294 in its checking account while it spends $5,000 a month
for operations.

The museum will continue to operate under bankruptcy and tenants
are expected to remain in the building.  Maine Indian Education is
now paying for utilities with money it receives from the Bureau of
Indian Affairs, the report said.

A disclosure hearing is scheduled for later this month at the
bankruptcy court in Bangor.

The $6 million museum opened in June 2004.  It focuses on the
cultural heritage of the area.  Jim Porter is the chairman of the
board of trustees of the museum.  Downeast Heritage first filed
for Chapter 11 protection on September 12, 2006 (Bankr. D.M., Case
No.: 06-10360).  At that time, the Debtor listed total assets of
$768,082 and total debts of $3,272,891.  

The museum has $13,500 in personal property including office
furnishings, remaining gift shop inventory and the St. Croix
Island Exhibit as well as other artifacts, according to the
report.  


DUKE FUNDING: Moody's Cuts Ratings to 'C' on Four Note Classes
--------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade the rating of one class of notes issued by Duke
Funding High Grade VI, Ltd.:

Class Description: $13,500,000 Class X Senior Secured Floating
Rate Notes Due 2014

  -- Prior Rating: Aaa
  -- Prior Rating Date: 11/30/2007
  -- Current Rating: Ba1, on review for possible downgrade

Additionally, Moody's announced that it has downgraded the ratings
of 5 classes of notes:

Class Description: $83,000,000 Class A-1LA Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Prior Rating Date: 5/29/2008
  -- Current Rating: Ca

Class Description: $12,000,000 Class A-1LB Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: 5/29/2008
  -- Current Rating: C

Class Description: $25,000,000 Class A-2L Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Date: 5/29/2008
  -- Current Rating: C

Class Description: $45,000,000 Class A-3L Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: 5/29/2008
  -- Current Rating: C

Class Description: $92,000,000 Class B-1L Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

  -- Prior Rating: Ca
  -- Prior Rating Date: 5/29/2008
  -- Current Rating: C

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


EATON VANCE: Moody's Takes Negative Rating Actions on Term Notes
----------------------------------------------------------------
Moody's Investors Service has taken the negative rating actions on
capital notes and medium term notes issued by Eaton Vance Variable
Leverage Fund Ltd.:

Medium-Term Notes Program ($455,000,000 currently outstanding)

  -- Current Long-Term Rating: Aa3, on review for downgrade
  -- Prior Long-Term Rating: Aa3
  -- Prior Rating Date: March 20, 2008

Capital Notes (US$ 209,000,000 currently outstanding)

  -- Current Long-Term Rating: Caa3, on review for downgrade
  -- Prior Long-Term Rating: Caa3
  -- Prior Rating Date: June 24, 2008

EVVLF is a structured investment vehicle that invests primarily in
the leveraged bank loan market where the obligors are typically
corporations with non-investment grade ratings.  EVVLF is managed
by Eaton Vance Management.

The rating actions reflect the deterioration of the market value
of the vehicle's asset portfolio.  Moody's will review whether the
expected losses of the Medium-Term Notes Program and the Capital
Notes are consistent with the expected losses implied by Aa3 and
Caa3 ratings, respectively.


EL PASO CHILE: General Unsecured Creditors Will Be Paid in Full
---------------------------------------------------------------
El Paso Chile Company, Inc., and its debtor-affiliate Desert
Pepper Trading Co. filed a Disclosure Statement explaining its
Plan of Reorganization with the U.S. Bankruptcy Court for the
Western District of Texas.

                     Funding of the Plan

Payments to creditors will be made from future earnings of the
Debtors.

                      Treatment of Claims

Class 1 claims, which include the secured claim of the City of El
Paso totaling $11,014, will be paid in full in 60 equal monthly
installments, starting on the plan's effective date.

The Class 2 claim of Sovereign Business Credit, totaling
$2,334,475, will be paid in an amount of $17,405, over a period of
59 months from the effective date, with a final balloon payment on
the 60th month.  The foregoing payment schedule represents a 20-
year amortization of the outstanding indebtness with a 5-year call
utilizing a fixed rate of interest of 6-1/2% per annum.

The Class 3 claim of CIT Small Business Lending Corporation,
totaling $645,883, will be paid in a monthly installment of
$4,031, until the claim is paid in full.  An extra $2,015 per
month will be received by CIT from the debtors' affiliate, United
Gourmet LP.

The Class 4 secured claim of Berlin Packaging LLC, totaling,
$48,474, will be paid in full through a monthly payment of $2,437.

The $19,475 Class 5 secured claim of the Bank of West, which is
secured by a lien on a 2006 Chrysler 300 automobile, will be paid
$595 per month until maturity on July 12, 2011.

Holder of Class 6 general unsecured claims, totaling $1,483,875,
will be paid in full over a period of 59 months from the effective
date and a lump sum payment on the 60th month.

Class 7 equity interest owners will retain their interests,
however, they will not receive any dividends or distributions on
account of their shares until all allowed claims are paid in full.

Based in El Paso, Texas, El Paso Chile Company Inc. and its
affiliate Desert Pepper Trading Co. -- http://www.elpasochile.com/  
-- pack and process food spices, condiments, and drinks.  El Paso
Chile filed for Chapter 11 protection on June 25, 2008 (Bankr.
W.D. Tex. Case Nos. 08-30948 and 08-30949).  Bernard R. Given, II,
Esq., at Beck & Given P.C., represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed assets of $1 million to $100 million,
and debts of $1 million to $100 million.


ENCAP GOLF: Competing Reorganization Plan Filed
-----------------------------------------------
Russell Ben-Ali and Mark Mueller at The Star-Ledger (New Jersey)
report that EnCap Golf Holdings, LLC, has filed a reorganization
plan in the U.S. Bankruptcy Court for the District of New Jersey.

Meanwhile, Bill Rochelle of Bloomberg News reports that Trump
Organization filed its own Chapter 11 plan with U.S. Bankruptcy
Court for the District of New Jersey on Oct. 1, 2008, to compete
with the plan filed by EnCap Golf on Sept. 30.

Trump's plan offers $22.5 million for distribution to creditors,
according to the report.

                        The EnCap Golf Plan

According to The Star-Ledger, EnCap Golf hopes that the Plan
involves finishing landfill cleanup and prepping a 785-acre
Meadowlands property for sale in hopes of keeping claim holders at
bay.  The Star-Ledger relates that EnCap Golf said the proposal
would maximize investors' assets by remediating the contaminated
site.

The Star-Ledger states that the state killed EnCap Golf's
$1 billion project with Trump Organization to build a golf course
and 2,600 housing units in the Meadowlands, which court documents
say had become bogged down by delays, environmental violations,
and cost overruns.

Years of costly, taxpayer-financed litigation could follow if the
Plan were rejected, The Star-Ledger says, citing EnCap Golf.  
Michael Sirota, an attorney for EnCap Golf, said that private
stakeholders could also face tremendous risk, the report says.

The Star-Ledger relates that the Plan proposes that a working
group of stakeholders choose a nationally recognized developer to
complete remediation and closure of environmentally contaminated
landfills, and EnCap Golf wants to use $116 million, which was
previously earmarked for remediation.

                         About EnCap Golf

Headquartered in East Rutherford, New Jersey, EnCap Golf
Holdings, LLC, a subsidiary of Cherokee Investment Partners of
North Carolina, develops closed landfills and other brownfield
properties into golf courses.

The company and its affiliate, NJM Capital LLC, filed for Chapter
11 protection on May 8, 2008 (Bankr. D. N.J. Lead Case No.
08-18581).  Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., in Hackensack, New Jersey, represents the
Debtors.  The U.S. Trustee for Region 3 appointed five creditors
to serve on an Official Committee of Unsecured Creditors.  
Greenberg Traurig LLP represents the Committee in this case.  The
Debtors' schedules disclose total assets of $70,056,038 and total
liabilities of $458,587,968.


ERIE COUNTY PLASTICS: Files Chapter 11 in Erie Federal Court
------------------------------------------------------------
Erie County Plastics Corp. has filed for Chapter 11 bankruptcy
protection with the Federal Court in Erie County, Pennsylvania, in
order to protect the company from the threat of creditors'
lawsuits while it undergoes reorganization, Jim Martin of the Erie
Times News (Pennsylvania) reported Wednesday.

Paul Roche, chief executive of the company, said the current
banking crisis made it difficult "to put things right."

"It's too tough of a business environment right now," Mr. Roche
said.  "This is the best way to clean things up."

"We are confident that the molded plastic packaging business of
Erie Plastics will be best positioned to support customer needs on
an ongoing basis through the Chapter 11 process," the company said
in a statement.

Mr. Roche said earlier this month that Ed Crawford, chief
executive of Park Ohio Corp., indicated interest in purchasing the
company.  The deal is yet to be finalized.

"They are obviously interested, but they have to make their own
deal with the bank," mr. Roche said.

Headquartered in Corry, Pennsylvania, Erie County Plastics Corp.
-- http://www.erieplastics.com/-- makes custom injection molders  
of plastics packaging and components including lids, closures and
vials.  The company filed for Chapter 11 relief on Sept.29, 2008
(Bankr. W.D. Pa. Case No. 08-11860).  Lawrence C. Bolla, Esq., at  
Quinn Buseck Leemhuis Toohey & Kroto Inc. represents the Debtor as
counsel.  When the company filed for protection from its
creditors, it listed assets and debts of $10 million to
$50 million, and debts of $10 million to $50 million.


ERIK BENHAM: Chapter 11 Case Converted to Chapter 7 Proceeding
--------------------------------------------------------------
The Honorable Robon Riblet of the U.S. Bankruptcy Court for the
Central District of California entered an order converting the
Chapter 11 case of Erik Benham to a Chapter 7 proceeding on
Thursday.

Court documents show that at the initial status conference, Brian
D. Fittipaldi appeared for the U.S. Trustee and Kenneth Russak
appeared for creditor Security Pacific Bank.  No appearance was
made on behalf of the Debtor.

Mr. Benham's counsel, Vaughn C. Taus, told the Court he failed to
attend the initial status conference due to the matter not
appearing in any of the three calendars maintained in Mr. Taus'
office.  The counsel has no substantial explanation for the
oversight in calendaring.  The office calendar is entered into the
attorney's calendar, a second hard copy in the office and outlook
on the computer of the calendar clerk.  Staff recalls printing out
the scheduling order but it was not entered into any calendar.

Mr. Benham has requested the Court to grant relief from the order
converting the Chapter 11 case to a Chapter 7 proceeding.  Mr.
Benham's motion relates that he has very substantial equity to
protect and reorganize under Chapter 11.  Mr. Benham has an
excellent opportunity to propose a confirmable plan of
reorganization.

Erk Benham, with residence at 309 East Tunnel Street, Santa Maria,
California, filed for Chapter 11 protection on June 24, 2008 (C.D.
Calif. Case No. 08-11432). Vaughn C. Taus, Esq., in San Luis
Obispo, California, represents the Debtor.  According to Schedules
filed with the Court, Mr. Benham listed assets of $36,806,132 and
liabilities of $28,380,924.


ESTATE FINANCIAL: Trustees Reviewing Mortgage Loans, Properties
---------------------------------------------------------------
Thomas P. Jeremiassen, the duly appointed chapter 11 trustee for
debtor Estate Financial, Inc., won permission from the Hon. Robin
Riblet of the U.S. Bankruptcy Court for the Central District of
California to sell the estate's interest in a residential real
property at 412 Montebello Drive, in Paso Robles, for $439,500,
subject to higher and better offers.

Charles R. Reed, Jr. and Melanie Reed have been identified as
buyers of the property.

Mr. Jeremiassen also won permission to pay closing costs,
including portion of brokerage commission, reimburse advances, and
distribute the balance of the proceeds.

Bradley D. Sharp, the duly appointed chapter 11 trustee of the
Estate Financial Mortgage Fund, Inc. -- of which EFI is or was the
manager under the Fund's operating agreement -- and Mr.
Jeremiassen have begun the process of reviewing and inspecting
properties securing loans and those properties that have already
been foreclosed.

Before the bankruptcy filing, EFI solicited investments for, and
arranged and made, real estate secured Loans.  EFI also was the
sole manager of the Fund, which is a California limited liability
company that was organized for the purpose of making or investing
in loans secured by first deeds of trust encumbering commercial
and residential real estate located primarily in California.  EFI
has been investing in mortgage loans since 2002.

According to Mr. Jeremiassen, there are currently 544 outstanding
Loans, including approximately 42 Loans as to which the properties
have been foreclosed upon or deeded to EFI or its investors in
lieu of foreclosure and thus is real estate owned by EFI or
investors including EFI or the Fund.  As of September 4, all of
the remaining Loans are in default, and the Fund Trustee and the
EFI Trustee are working closely together to service those Loans
and as necessary foreclose upon the properties and projects to
obtain control of the properties for the benefit of the two
bankruptcy estates and their constituencies.

"At this time, none of the borrowers are making payments on the
Loans.  Although several of the Loans are in foreclosure, EFI ran
out of money and was not able to complete the process.  The
Trustees currently are contacting each of the borrowers to seek
repayment of the Loan or transfer of title to the property in lieu
thereof," Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Los Angeles, California, says on behalf of the EFI
Trustee.

Mr. Orgel says the properties are in various stages of completion,
ranging from raw land to completed houses.  The Trustees, he says,
are going to develop an action plan for each of the properties to
maximize values.  The Trustees have decided to augment their and
their general accountants' and financial advisors' real estate
experience.  They have retained experienced real estate consulting
firms to assist in the decision-making and to help create and
implement their action plan.  Options for action plans include:

   -- Immediate sale;
   -- Perform additional work to complete construction of
      improvements and then sell; and
   -- Hold for future sale.

Prior to the appointment of the Trustees, EFI, as debtor-in-
possession of its estate sought to sell a certain real property --
the Bates View Court Property -- free and clear of a disputed
mechanic's lien of roughly $20,000, requesting that various sums
be deducted from the proceeds to repay EFI.  The Trustee's
supported the sale and the EFI Trustee adopted it as his own
providing, however, that until matters could be sorted out, all of
the net proceeds of sale should be segregated and held by the EFI
Trustee.  The Court approved the sale and the EFI Trustee is
holding $475,471.55 in a segregated account, subject to the
mechanic's lien claim and investor claims, which the EFI Trustee
is investigating.

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

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


FANNIE MAE: Drops Planned Adverse Market Delivery Charge Increase
-----------------------------------------------------------------
Fannie Mae will cancel the planned increase in its adverse market
delivery charge.  The 0.25% increase was scheduled to go into
effect for whole loan purchases and mortgage loans delivered into
MBS with issue dates on or after Nov. 1, 2008.

Fannie Mae President and CEO Herb Allison said, "Our expectation
is that this decision to forgo the across-the-board increase in
our delivery charges will be passed on to borrowers in the form of
lower mortgage costs.  The market has changed substantially since
we announced this increase to our pricing in early August.  We are
evaluating all of our risk-management, underwriting guidelines,
pricing and costs in light of these changing conditions.  As we
move forward, we will seek to balance our responsibility to
provide the most market support possible with our obligation to
protect the company and its many stakeholders, including
taxpayers."

Fannie Mae said its expectation was that lenders would waive the
additional 0.25% charge for borrowers who have not yet closed on
their mortgage loans.

Fannie Mae exists to expand affordable housing and bring global
capital to local communities in order to serve the U.S. housing
market.  Fannie Mae has a federal charter and operates in
America's secondary mortgage market to enhance the liquidity of
the mortgage market by providing funds to mortgage bankers and
other lenders so that they may lend to home buyers.  In 2008, we
mark our 70th year of service to America's housing market.

James R. Hagerty at The Wall Street Journal relates that the
Fannie Mae's companies' regulator -- the Federal Housing Finance
Agency -- and the U.S. Treasury have been urging executives at
Fannie and Freddie to find ways to make home loans more
affordable.  According to WSJ, Fannie's CEO Herbert Allison said
that the company is evaluating its risk management, lending
guidelines and pricing "to provide the most market support
possible with our obligation to protect the company and its many
stakeholders, including taxpayers."

WSJ reports that the canceled adverse market delivery charge
increase would have added $750 to the cost of a new $300,000
mortgage, which could have been paid through higher fees for the
borrower or a small increase in the interest rates.  According to
the report, these fees are charged to lenders whose home mortgages
are purchased or guaranteed by Fannie and Freddie Mac.  

                         About Fannie Mae

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

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

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

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


FIBERTECH POLYMERS: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: FiberTech Polymers, Inc.
        2150 S. Parco Avenue
        Ontario, CA 91761
        Tel: (909) 418-6800

Bankruptcy Case No.: 08-23608

Type of Business: The Debtor converts paper mill waste to
                  industrial and consumer products.
                  See: http://www.fibertechpolymers.com/

Chapter 11 Petition Date: October 3, 2008

Court: Central District Of California (Riverside)

Judge: Richard M Neiter

Debtor's Counsel: Todd C. Ringstad, Esq.
                  becky@ringstadlaw.com
                  Ringstad & Sanders LLP
                  2030 Main St., #1200
                  Irvine, CA 92614
                  Tel: (949) 851-7450

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
True Line Molding &            trade debt            $150,000
Engineering
Attn: Ray Atkins
12205 Hansen Road
Hebron, IL 60034
Tel: (815) 648-2739

Packaging Corp. of America     trade debt            $148,000
Attn: Lori Witt
36596 Treasury Center
Chicago, IL 60694

Cusumano/IBC Partners          trade debt            $123,810
Attn: Charlie Cusimano
101 S. First Street, Suite
Burbank, CA 91502

Accuried International Inc.    trade debt            $81,872

Orrick, Herrington & Sutcliffe legal fees            $75,000

Strutkol                       trade debt            $46,848

CRST International             trade debt            $41,315

Talco Plastics                 trade debt            $40,486

Jackson, Demarco & Peckenpaugh legal fees            $36,835

Jewett Cameron Lumber Corp.    trade debt            $26,861

Pillsbury Winthrop Shaw        legal fees            $25,082
Pittman

Melton                         trade debt            $25,077

Maag Pump Sytems               trade debt            $20,652

Priority Business Services     trade debt            $18,354

Knowledge Centric              trade debt            $17,679

Yellow Freight                 trade debt            $17,575

Securitas Security Services    trade debt            $15,512

System Transport               trade debt            $14,046
                       

FORD MOTOR: Conditions Satisfied for UAW Settlement Deal
--------------------------------------------------------
Ford Motor Co. disclosed in a Securities and Exchange Commission
filing that it is updating certain of the guidance provided in its
Quarterly Report on Form 10-Q for the period ended June 30, 2008.

Due to deteriorating economic conditions and other factors, the
company expects that results for its Volvo segment will be worse,
instead of improved, in the second half of 2008 compared with the
first half of this year.

Ford, the UAW, and class representatives of former UAW-represented
Ford employees filed a Settlement Agreement with a federal
district court in April 2008 relating to retiree health care
coverage.

The Settlement Agreement provides that a new retiree health care
plan, to be funded by a new Voluntary Employee Beneficiary
Association trust, would become permanently responsible for
providing retiree health care benefits to covered UAW employees
and eligible spouses and dependents on the later of December 31,
2009 or final court approval of the Settlement Agreement and
Ford's completion of discussions with the Securities and Exchange
Commission regarding satisfactory accounting treatment.  

Ford would fund the New VEBA through a number of sources,
including funds that currently existed in voluntary employee
beneficiary association trusts, Ford-issued convertible and term
notes, and cash on hand.  

The parties to the Settlement Agreement acknowledged that Ford's
obligations to pay into the New VEBA are fixed and capped as
provided in the Settlement Agreement and that Ford is not
responsible for, and does not provide a guarantee of:

  (1) the payment for future benefits to plan participants;

  (2) the asset returns of the funds in the New VEBA; or

  (3) the sufficiency of assets in the New VEBA to fully pay the
      obligations of the New VEBA or the New Plan.

Effectiveness of the Settlement Agreement was conditioned upon
each of these:  

  (1) issuance of a class certification order by the United
      States District Court for the Eastern District of Michigan
      that defined the class in the same manner as Class is
      defined in the Settlement Agreement;

  (2) Court approval of the Settlement Agreement in a form
      acceptable to Ford, the UAW and the Class; and

  (3) successful completion of discussions between Ford and the
      SEC regarding satisfactory accounting treatment.  

As of Sept. 30, 2008, each of the conditions has been satisfied,
and the period for appeal of Court approval has expired with no
appeal having been filed.

The company will re-measure its UAW hourly retiree health care
obligations, and expect to record a significant curtailment gain
in the third quarter of 2008.  

                     About Ford Motor Co.

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

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

                          *     *     *

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


FREEDOM COMMS: In Talks with Lenders on Fin. Covenant Compliance
----------------------------------------------------------------
Freedom Communications, Inc. notified the administrative agent
for its senior credit facility that it believes it may not be
in compliance with formula-based financial covenants for the
fiscal quarter ended Sept. 30, 2008, which requires the
maintenance of certain specified ratios.  The company is in  
discussions with its enders and intends to work closely with
them to address the current situation.

The company has and generates sufficient cash to meet its
working capital requirements.  In addition, in response to the
uncertainty in the financial markets several weeks ago, Freedom
Communications determined it was rudent to draw down on the
balance of its revolver line of credit.

In addition to sustained weakness in newspaper and broadcast
advertising and increased competition for advertising revenue from
online media, the company's businesses have been negatively
affected by newspaper circulation declines, the economic slowdown,
and vulnerability to markets feeling the real estate collapse,
which make up a significant portion of revenues.

The company said that while it has made considerable progress
in transforming its business over the past several months,
including streamlining its cost model and making it more
dependent on variable costs, it will also continue to examine
other strategic alternatives.  As part of these efforts, the
company also said that it will be realigning the structure of its
Mesa, Arizona newspaper, East Valley Tribune.

"The initiatives we have undertaken were designed to strengthen
our business, better position our publications to compete for
advertising revenues, and right size the cost structure of the
business," Scott Flanders, President and CEO, said.  

"Deleveraging our balance sheet to better reflect current
revenue streams will be another important step in our company's
transformation."

Freedom Communications has implemented a number of initiatives,
including:

  
   * Re-aligning the organization to focus on its core
     competencies of selling local advertising and creating
     local content;

   * Improving management of newsprint and ink consumption;

   * Consolidating, regionalizing or outsourcing non-core
     functions to achieve synergies and lower fixed costs;

   * Continuing investment in Interactive utilizing dollars
     captured from efficiencies and synergies created by
     streamlining processes.

"By continuing to take important steps to transform the
company's business, we are optimistic that we are creating
a sustainable business model that allows us to continue serving
our communities for many more years to come," Mr. Flanders
concluded.


                 About Freedom Communications Inc.

Based in Irvine, California, Freedom Communications Inc. is a
newspaper and television broadcasting operator.  For the LTM
period ended Sept. 30, 2007, the company recorded total
revenues of $864 million.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 10,
2008, Moody's Investors Service downgraded Freedom Communications,  
Inc.'s probability of default rating to Caa1 from B3.


FREESCALE SEMICONDUCTOR: Will Sell Cellphone Chip Business
----------------------------------------------------------
Don Clark and Sara Silver at The Wall Street Journal report that
Freescale Semiconductor Inc. will sell or find a joint venture
partner for its cellphone chip business.

Freescale Semiconductor's cellphone chip unit is a major supplier
to Motorola Inc.  According to WSJ, Freescale Semiconductor said
that the unit brings in $1 billion in annual revenues, about 20%
of the company's revenues.  CreditSights analyst Ping Zhao
believes the business would fetch less than $1 billion, the report
says.

Freescale Semiconductor was spun off from Motorola in 2004 and
later went public.  In 2006, Freescale Semiconductor was taken
private in a $17.6 billion leveraged buyout that left the firm
with a heavy debt load.  WSJ relates that Freescale Semiconductor
subsequently ran into other problems, including a decrease in
cellphone sales by Motorola.

According to WSJ, Freescale Semiconductor's CEO Rich Beyer
admitted in an interview on Thursday that the company faces big
hurdles in improving its position, including clients' demands for
multi-function chips and software that would require the firm to
invest more in the business.  "The scale necessary to continue to
compete at the level of some of the players that are larger than
us" is beyond Freescale Semiconductor's capability, WSJ quoted Mr.
Beyer as saying.

Citing Forward Concepts market researcher Will Strauss, WSJ
relates that Freescale Semiconductor has had difficulty in finding
clients for its 3G phones because Motorola held rights to software
associated with those handsets and it was too late when Freescale
Semiconductor decided to license that software.

WSJ reports that the collapse of Motorola's cellphone business  
affected Freescale Semiconductor, which derived 94% of its
wireless sales and 24% of its revenue overall from Motorola in
2007.  According to the report, Motorola has blamed high costs and
production delays at Freescale Semiconductor for its problems in
producing phones at competitive prices.  Freescale Semiconductor
said that Motorola is paying an undisclosed sum to relieve it of
its remaining purchase obligations, the report states.  Motorola
will continue to purchase products and design Freescale chips into
future phones, while Freescale will continue to sell products, the
report says, citing Mr. Beyer.

                  About Freescale Semiconductor

Headquartered in Austin, Texas, Freescale Semiconductor Inc.
(NYSE: FSL) -- http://www.freescale.com/ -- designs and   
manufactures embedded semiconductors for the automotive, consumer,
industrial, networking and wireless markets.  The company has
design, research and development, manufacturing or sales
operations in more than 30 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Fitch Ratings revised the rating outlook on Freescale
Semiconductor Inc. to negative from stable and affirmed these
ratings: (i) issuer default rating at 'B+'; (ii) senior secured
bank revolving credit facility at 'BB+/RR1'; (iii) senior secured
term loan at 'BB+/RR1'; (iv) senior unsecured notes at 'B/RR5';
and (v) senior subordinated notes at 'CCC+/RR6'.


FRONTIER AIRLINES: Inks Deal on LT Wage and Benefit Concessions
---------------------------------------------------------------
Frontier Airlines reached a tentative agreement with one of its
unions for long-term wage and benefit concessions.  Leaders of the
Transportation Workers Union, which represents the airline's
dispatchers, agreed to wage and benefit concessions through
September 2012.  The agreement will be presented for ratification
by the union membership and for approval by the court overseeing
Frontier's Chapter 11 case.

"I applaud the TWU leadership for recognizing the necessity of
these concessions and working cooperatively with us," said
Frontier president and CEO Sean Menke.  "This is another very
important step in our Chapter 11 reorganization process, helping
us to meet the cost targets required by our business plan."

"The TWU appreciates the joint effort made in achieving this
restructuring agreement," TWU Local 540 President David Durkin,
said.  "We hope that this will be the first step in achieving
agreements with the other groups which will allow Frontier to exit
bankruptcy as quickly as possible."

Frontier continues to negotiate to obtain long-term concessions
from its other two unions: the Frontier Airline Pilots
Association, which represents Frontier's pilots, and the
International Brotherhood of Teamsters, which represents
Frontier's mechanics, tool room employees, aircraft appearance
agents and material specialists.

                 About Frontier Airlines Inc.

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

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

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


GEMINI AIR: Wants Chapter 11 Case Dismissed
-------------------------------------------
Bill Rochelle of Bloomberg News reports that Gemini Air Cargo,
Inc., asked the U.S. Bankruptcy Court in the Southern District of
Florida to dismiss its Chapter 11 case.  The Debtor asked the
Court to schedule a hearing on Oct. 10, 2008, to consider its
request for dismissal.

The report notes that the Debtor has been unable to find a buyer
and is being forced to shut down the narrow-body air cargo
business.

Without a buyer, the Debtor, according to the report, gave up its
last major assets when it transferred the property in exchange for
$15 million in debt held by the secured lender Laurus Master Fund
Ltd., which was owed $23.5 million on a term loan and revolving
credit.

The Debtor, according to the report, said there is no reason for
keeping the case in Chapter 11 because any recoveries on lawsuits,
such as preference suits, would go to Laurus as part of its
collateral.

Based in Dulles Virginia, Gemini Air Cargo, Inc. --
http://www.geminiaircargo.com/-- provides airfreight services.   
It operates cargo schedules and charters on a wet-lease basis.

The Debtor and a debtor-affiliate first filed for chapter 11
protection on March 15, 2006, (Bankr. S.D. Florida Case Nos. 06-
10870 and 06-10872).  Kourtney P. Lyda, Esq., at Haynes and Boone,
LLP, represents the Debtor.  The Debtors emerged from bankruptcy
five months later in August 2006.

The Debtor filed for chapter 22 protection together with its three
debtor-affiliates on June 18, 2008 (Bankruptcy S.D. Fla. Lead Case
No. 08-18175).  Paul Steven Singerman, Esq., at Berger Singerman
P.A., represents the Debtors in their restructuring efforts.  The
Debtor's financial condition as of the petition date showed
estimated assets of between $100 million and $500 million and
debts of between $100 million and $500 million.


GENCORP INC: Names Kathy Reid as Vice President Controller
----------------------------------------------------------
GenCorp. Inc. disclosed in a Securities and Exchange Commission
filing that on Sept. 26, 2008, Yasmin R. Seyal, senior vice
president and chief financial officer; and R. Leon Blackburn, vice
president-controller, left the Company to pursue other interests.

On Sept. 26, 2008, GenCorp appointed Kathy Redd, vice president,
controller and acting chief financial officer.

Ms. Redd, 47, has served as vice president-finance of the Company
since August 2006.  Prior to that, Ms. Redd served as assistant
corporate controller for the Company from August 2002 to August
2006.  Prior to joining the Company, Ms. Redd was vice president
of finance for Grass Valley Group in Nevada City, California
(April 2001 - July 2002); and vice president of finance and
controller for Jomed Inc. in Rancho Cordova, California (April
1996 - April 2001).

There are no understandings or arrangements between Ms. Redd and
any other person pursuant to which Ms. Redd was selected or
appointed as the vice president-controller and acting chief
financial officer of the Company.

Ms. Redd does not have any family relationship with any director,
executive officer or person nominated or chosen by the Board of
Directors to become an executive officer. Other than her
employment with the Company, Ms. Redd did not have any material
interest, direct or indirect, in any material transaction to which
the Company was a party since Dec. 1, 2006, or which is presently
proposed.

                         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 DATACOMM: Secures $250,000 Loan from CEO and Board Chair
----------------------------------------------------------------
General DataComm Industries, Inc., borrowed $250,000 from Howard
S. Modlin, chairman of the board and chief executive officer.  The
company disclosed that on Sept. 18, 2008, it had also borrowed
$175,000 from Mr. Modlin.  The loans are reflected by demand
promissory notes bearing interest at the rate of 10% per annum
from the date of loan secured by the assets of the company.  The
proceeds of the loans are to be used by the company for working
capital purposes.

The company also disclosed other development which included:

   -- on Sept. 29 and 30, 2008, it implemented further employee
      compensation reductions, including a combination of salary
      reductions, benefit reductions and job eliminations for an
      anticipated annual savings of approximately $1.2 million.

   -- debentures in the principal amount of $19,453,000 matured
      on Oct. 1, 2008.  While a subordinated security agreement
      signed by the indenture trustee on behalf of the debenture
      holders provides that no payments may be made to debenture
      holders while senior secured debt is outstanding,  in the
      absence of such provision the company does not have the
      ability to repay the debentures.  Senior secured debt in
      the principal amount of $7,255,945 was outstanding at
      Oct. 1, 2008.  Therefore, no payments to debenture holders
      have been made as of the maturity date.

                      About General DataComm

Based in Naugatuck, Connecticut, General DataComm Industries Inc.
(Other OTC: GNRD.PK) -- http://www.gdc.com/-- provides secure,    
NEBS-compliant networking for telcos, governments and businesses.
GDC's solutions help customers to bridge technologies, maximize
their investments in existing voice and data networks, and
transition to the newest network architectures.

GDC's product offerings enable legacy and DSL network access;
bandwidth management, multiprotocol label switching (MPLS), voice
over IP (VoIP), Ethernet, power over Ethernet (PoE), and wireless
networking, and are supported by services for network
installation, maintenance, operations, repair, enterprise security
management and complete network outsourcing.

                       Going Concern Doubt

Eisner LLP, in New York, expressed substantial doubt about General
DataComm Industries Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Sept. 30, 2007.  The auditing firm reported that
the company has both a working capital and stockholders' deficit
at Sept. 30, 2007, and has no current ability to obtain new
financing.  

The company has no current ability to borrow additional funds.  It
must, therefore, fund operations from cash balances, cash
generated from operating activities and any cash that may be
generated from the sale of non-core assets such as real estate and
others.  The company has $28,306,954 of debentures including
accrued interest which mature on Oct. 1, 2008, which it is
presently unable to pay.


GENERAL GROWTH: Moody's Lowers Debt Ratings to 'Ba3' from 'Ba2'
---------------------------------------------------------------
Moody's Investors Service has lowered the ratings on General
Growth Properties, Inc., certain of its subsidiaries and The Rouse
Company LP (to Ba3 from Ba2 senior secured bank debt; to Ba3 from
Ba2 senior unsecured debt) and placed the ratings on review for
possible downgrade.  The rating action reflects General Growth's
strained financial flexibility, and substantial uncertainty of the
REIT's liquidity position and credit profile given significant
near term refinancing and development funding needs, coupled with
expected earnings pressure due to a likely protracted downturn in
the economy.  The earnings pressures have eroded General Growth's
credit metrics and the cushion for both the secured debt and
interest coverage covenants for the Rouse debt.

Furthermore, given the current capital constrained environment,
Moody's believes there is an increased likelihood that the
unencumbered portfolio and unencumbered net operating income of
Rouse will be negatively affected.  Moody's also believes the
severity of the deteriorating global credit environment provides
little breathing room for the REIT as it struggles to refinance
$1.1 billion in mortgages due in November and $600mm in unsecured
bonds due within six months.

The company has been exploring several alternatives to meet their
urgent capital needs.  Moody's review will focus on the REIT's
ability to manage through its substantial funding needs in the
near term, as well as its ultimate capital structure, asset
composition, and earnings strength and stability.  The Ba3 rating
reflects the company's current credit metrics, solid NOI growth
across the portfolio on a consolidated basis, and consistent
operating margins in the 60%-65% range.  Their operating
performance is supported by a high quality, well-diversified
portfolio of regional malls operating throughout the United
States.

A further downgrade would likely reflect any refinancing missteps,
any weakening of current credit metrics and an acute reversal in
earnings strength or stability, or a breach in bond covenants.  A
return to a stable outlook would be contingent upon the REIT's
ability to successfully manage through its funding needs in the
near term, maintain good operating performance at its retail
centers, preserve current credit metrics on a consolidated basis,
and comply with bond covenants.

These ratings were downgraded and placed under review down for
possible downgrade:

  * GGP Limited Partnership - Senior secured bank debt to Ba3 from
    Ba2, and senior unsecured debt shelf to (P)Ba3 from (P)Ba2.

  * General Growth Properties, Inc. - Senior secured bank debt to
    Ba3 from Ba2, and preferred stock shelf to (P)B2 from (P)B1.

  * The Rouse Company LP - Senior unsecured debt to Ba3 from Ba2.

General Growth Properties, Inc. [NYSE: GGP] is headquartered in
Chicago, Illinois, and is one of the largest owners and operators
of regional malls in the United States.  The REIT reported assets
of $29.5 billion, and equity of $1.9 billion, at June 30, 2008.


GENERAL MOTORS: Unable to Meet Demand, Factory to Run Overtime
--------------------------------------------------------------
Sharon Terlep at Dow Jones Newswires reports that General Motors
Corp. said that it will keep its sole U.S. compact-car factory
running on overtime for the remainder of this year

According to Dow Jones, GM is still unable to meet demand for
fuel-efficient small cars.  It is running short on Chevrolet
Cobalt cars despite adding a third shift at its Lordstown, Ohio,
assembly plant, the report says.  

Dow Jones relates that GM's global sales analyst Mike DiGiovanni
said in a conference call on Wednesday, "The increased
availability [of Cobalt] is still kind of out in front of us.  
We're in good shape and we think we'll have adequate availability
to sell into that segment, which is a pretty good segment right
now."  GM won't build new car assembly plants or covert truck
factories, and will manage the rising demand by adding shift as
existing locations, Dow Jones reports.  

                    About General Motors

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

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

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


GENERAL MOTORS: Amended GSA and MRA Take Effect
-----------------------------------------------
General Motors Corporation disclosed in a Securities and Exchange
Commission filing that an Amended Global Services Agreement and
the Master Restructuring Agreement between the company and Delphi
Corporation, as approved by the U.S. Bankruptcy Court for the
Southern District of New York on Sept. 26, 2008, became effective
on Sept. 29, 2008.

A full-text copy of the Amended GSA and MRA is available for free
at http://ResearchArchives.com/t/s?3330

                       About Delphi Corp.

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

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

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

(Delphi Bankruptcy News, Issue 146; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                    About General Motors

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

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

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


GENERAL MOTORS: Exchanges 16MM Shares for Series D Debentures
-------------------------------------------------------------
General Motors Corporation disclosed in a Securities and Exchange
Commission filing that it has issued an aggregate of 16,000,000
shares of its common stock, par value $1-2/3 per share in exchange
for $176,417,800 principal amount of its 1.50% Series D
Convertible Senior Debentures due 2009, beneficially owned by a
qualified institutional holder of the Debentures.

The Agreement provided that the amount of Common Stock GM
exchanged for the Debentures was based on the daily volume
weighted average price of the Common Stock on the New York Stock
Exchange during a three-day pricing period.

GM did not receive any cash proceeds as a result of the exchange
of its Common Stock for the Debentures, which Debentures have been
retired and cancelled. GM entered into the Agreement to reduce its
debt and interest costs, increase its equity and, thereby, improve
its liquidity.

                     About General Motors

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

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

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


HAWAII MEDICAL: Collin Dang Replaces Danelo Canete as CEO
---------------------------------------------------------
Pacific (Hawaii) Business News reports that Hawaii Medical Center
has appointed cardiovascular surgeon Collin Dang to replace Danelo
Canete as its new chief executive.

According to Pacific Business, Dr. Canete is a cardiologist and
has been Hawaii Medical's CEO since the company purchased two
former St. Francis hospitals in January 2007.  The report says
that Dr. Canete will return to private practice.  Kristen
Consillio at Starbulletin.com relates that as Hawaii Medical's
CEO, Dr. Canete had to make difficult decisions to keep the
hospitals running, while also maintaining his own practice.

                      About Hawaii Medical

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

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


HRP MYRTLE: May Extend Season Ticket Passes for Six Months
----------------------------------------------------------
HRP Myrtle Beach Holdings, LLC disclosed Tuesday that Hard Rock
Park has received Bankruptcy Court approval to offer its Annual
and Season Pass Holders a six-month extension, Nicole Boone, WBTW
News13 Anchor (Myrtle Beach, S.C, )reports.

Public Relations Manager, Megan Winnett, disclosed in a press
release Tuesday that anyone still holding unused tickets to the
Park will be able to exchange their unused tickets for a 2009
ticket in the near future.

The approval of refunds, however, at this time, was not permitted
by the Bankruptcy Court.

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.


IL LUGANO: Seeks to Employ Zeisler as Local Bankruptcy Counsel
--------------------------------------------------------------
IL Lugano, LLC, seeks the U.S. Bankruptcy Court for the District
of Connecticut's permission to appoint Zeisler & Zeisler, P.C. as
its local bankruptcy counsel.

The Firm will, among other things, advise the Debtor of its
rights, powers, and duties and in the negotiation and
documentation of financing agreements, debt restructuring, cash
collateral orders and related transactions.

The Firm will charge the Debtor for its legal services on an
hourly basis in accodance with its ordinary and customary hourly
rates in effect on the date the services are rendered.  The Firm
will maintain detailed records of any actual and necessary or
appropriate costs and expenses incurred in connection with the
legal services rendered.  The Firm received a retainer of $100,000
from the Debtor, a portion of which was applied on account of
legal fees and expenses incurred in representing the Debtor prior
to the bankrutpcy filing and in contemplation of and in connection
with the Debtor's Chapter 11 case.  The Firm will seek the Court's
permission for compensation for services rendered and
reimbursement of exp[enses incurred post-petition in accordance
with the applicable provisions of the Bankruptcy Codes, the
Banrkutcy Rules, and the Local Rules of Bankruptcy Procedure.

Court documents didn't indicate the hourly rates that the Firm
will charge the Debtor.

James Berman, Esq., a principal of the Firm, assures the Court of
the Firm's disinterestedness and that the Firm represents no
interest adverse to the Debtor or to its estate.

Headquartered in Fort Lauderdale, Florida, IL Lugano LLC --
http://www.illugano.com/-- owns a condominium-hotel property in  
Fort Lauderdale, Florida, and is a wholly owned subsidiary of
SageCrest Vegas LLC.  An upscale Todd English restaurant is in the
process of being completed and opened on the prperty and is
expected to generate significant additional revenue.  The company
filed for chapter 11 protection on Aug. 29, 2008 (Bankr. D. Conn.
Case No. 08-50811).  James Berman, Esq., at Zeisler and Zeisler,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed assets between $50 million and $100
million and debts between $1 million and $10 million.

IL Lugano filed for bankruptcy to prevent any adverse judgment and
subsequent enforcement actions against IL Lugano in a lawsuit
filed by EPI NCL, LLLC, in the Circuit Court of the 17th Judicial
Circuit of Broward County, Florida, which was set for trial on
Sept. 2, 2008, and to allow adquate time for completion of the
restaurant and sale of the property.  Enforcement actions by EPI
at a time when the restaurant is being completed that is expected
to generate significant additional cash flow for IL Lugano would
be detrimental to the creditors of IL Lugano and the investors of
SageCrest II, LLC.  The bankruptcy will allow time for the
restaurant to be completed and opened and for cash flow to improve
so that the property can be sold at a time and in a manner to
maximize value for all creditors and investors.

On Aug. 17, 2008, SageCrest II, LLC, and SageCrest Finance LLC
each filed a voluntary petition for Chapter 11 protection.


IMARX THERAPEUTICS: Saints Capital Discloses 11.57% Equity Stake
----------------------------------------------------------------
Saints Capital Everest, L.P. disclosed in a Securities and
Exchange Commission filing that it may be deemed to beneficially
own 1,176,471 shares of ImaRx Therapeutics Inc.'s common stock,
representing 11.57% of the shares issued and outstanding.

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

                   Going Concern Doubt

Ernst & Young LLP, in Phoenix, Ariz., expressed substantial doubt
about ImaRx Therapeutics Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
said that the company has recurring losses, which has resulted in
an accumulated deficit of $81.2 million at Dec. 31, 2007.  

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

ImaRx Therapeutics Inc. reported a net loss of $7.3 million for
the second quarter ended June 30, 2008, compared to a net loss of
$1.9.4 million for the same period last year.  


IMAX CORPORATION: Draws $10 Million from Credit Facility
--------------------------------------------------------
IMAX Corporation disclosed in a Securities and Exchange Commission
filing that on Sept. 24, 2008, it drew $10.0 million of funds
under its loan agreement for a secured revolving credit facility
with Wachovia Capital Finance Corporation (Canada), as lender.

The borrowing brings the cumulative amount of drawdowns
outstanding under the Credit Facility to $20.0 million.  The  
Company previously drew $10.0 million under the Credit Facility on
July 17, 2008.

The funds will be used for general corporate purposes, inventory
purchases and prospective capital funding requirements associated
with its joint revenue sharing arrangement roll-out.  Borrowings
under the Credit Facility bear interest at the applicable prime
rate or LIBOR plus an applicable margin as specified in the Credit
Facility and are collateralized by a first priority security
interest in all of the current and future assets of the Company.
Payments of the principal amounts of borrowings under the Credit
Facility are due no later than Oct. 31, 2010. The Company
currently has approximately $10.4 million remaining under the
Credit Facility.

                           About IMAX

Headquartered in Ontario, Canada, IMAX Corporation (Nasdaq:
IMAX)(TSX: IMX) -- http://www.imax.com/-- is a digital        
entertainment and technology company.  As of Dec. 31, 2007, there
were 299 IMAX theatres operating in 39 countries.  The company's
groundbreaking IMAX DMR digital remastering technology allows it
to digitally transform virtually any conventional motion picture
into the unparalleled image and sound quality.

At June 30, 2008, IMAX Corp.'s balance sheet showed total assets
of $216.4 million and total liabilities of $305.2 million,
resulting in an $88.7 million stockholders' deficit.

For the quarter ended June 30, 2008, the company reported a net
loss of $12.1 million over $21.1 million revenues, compared to a
net loss of $4.5 million over $27.1 million revenues for the same
period last year.


INNOPHOS HOLDINGS: CNA Files Appeal over Water Rate Decision
-------------------------------------------------------------
Innophos Holdings Inc. disclosed in a Securities and Exchange
Commission filing that its Mexican counsel informed the company on
September 23, 2008, that the Mexican National Waters Commission
timely filed an appeal to an intermediate Mexican appeals court
relating a decision of the Mexican Court of Fiscal &
Administrative Justice to overturn resolutions issued in 2004 by
CNA, to the company's Mexican affiliate, Innophos Fosfatados,
seeking to impose higher water rates on fresh water consumed at
the company's Coatzacoalcos, Veracruz, Mexico plant from 1998
through 2002.

CNA has 15 business days in which to file an appeal of that
decision.

Innophos acquired its Mexican operations in August 2004 from
affiliates of Rhodia, S.A.  Subsequently, Innophos obtained a
judgment in the New York State courts confirming its right to
full indemnity from Rhodia for CNA water resolution-related
liabilities arising prior to the acquisition.  The CNA fresh water
resolutions, if sustained, could amount to a potential liability
of up to $33 million for the period 1998 through 2002, and would
be fully indemnified by Rhodia.

                     About Innophos Holdings

Headquartered in Cranbury, N.J., Innophos Holdings Inc. (Nasdaq:
IPHS) -- http://www.innophos.com/-- the holding company for a   
leading North American manufacturer of specialty phosphates,
serves a diverse range of customers across multiple applications,
geographies and channels.  Innophos offers a broad suite of
products used in a wide variety of food and beverage, consumer
products, pharmaceutical and industrial applications.  Innophos
has manufacturing operations in Nashville, Tenn.; Chicago Heights,
Ill.; Chicago (Waterway), Ill.; Geismar, Los Angeles; Port
Maitland, Ontario (Canada); and Coatzacoalcos, Veracruz and
Mission Hills, Guanajuato (Mexico).

                          *     *     *

As reported by the Troubled Company Reporter on April 17, 2007,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
$66 million of senior unsecured notes due 2012 to be issued by
Innophos Holdings, parent company of Innophos Inc.  The rating
still holds to date.  S&P also affirmed the 'B' corporate credit
rating and other ratings on Innophos Inc.  

The TCR reported on April 18, 2008 that Moody's Investors Service
assigned a B1 corporate family rating to Innophos Holdings Inc.
and a B3 rating to the company's new $66 million senior unsecured
notes due 2012.  The ratings still hold to date.

The new notes are being issued by Innophos Holdings to refinance
$61 million of debt of its subsidiary, Innophos Investments
Holdings Inc.


INTERSTATE BAKERIES: Files Amended Plan & Disclosure Statement
--------------------------------------------------------------
Interstate Bakeries Corporation (IBC) (OTC:IBCIQ) filed an amended
Plan of Reorganization and related Disclosure Statement with the
U.S. Bankruptcy Court for the Western District of Missouri on
October 4, 2008.

The filing of the Plan of Reorganization and related Disclosure
Statement was made in connection with the plan funding
commitments, on September 12, 2008, from an affiliate of
Ripplewood Holdings L.L.C. and from Silver Point Finance, LLC, and
Monarch Master Funding Ltd.  The funding commitments form a basis
for IBC to emerge from Chapter 11 as a stand-alone company, under
the Plan of Reorganization filed with the Bankruptcy Court.

The Plan of Reorganization and related Disclosure Statement filed
on October 4, 2008, reflect a substantially impaired recovery for
pre-petition senior secured creditors. For general unsecured
creditors and equity security holders, the amended Plan of
Reorganization and related Disclosure Statement reflect no
recovery, although on October 3, 2008, the Company and its
pre-petition secured creditors reached a compromise with the
Official Committee of Unsecured Creditors appointed in the cases.  
As a result of the compromise, the Official Committee of Unsecured
Creditors withdrew its previously filed objection to the Company's
efforts to obtain Bankruptcy Court approval of the plan funding
commitments and agreed to support the Company's Plan of
Reorganization as it will be subsequently amended to reflect the
compromise. The Plan of Reorganization has the support of
approximately 53.8% of the pre petition secured debt holders.

The compromise reached with the Official Committee of Unsecured
Creditors, which is subject to definitive documentation, provides
for, among other things, the establishment of a creditors' trust
upon IBC's emergence from Chapter 11 for the benefit of the
general unsecured creditors. The creditors' trust will be funded
through a cash payment of $5 million. Costs of administering the
trust will be paid from the trust assets. The creditors' trust
will also receive rights to pursue certain litigation claims at
the expense of the creditors' trust. Finally, the creditors' trust
will potentially receive a cash payment upon a future liquidity
event with such payment based on the increase, if any, in value of
a 3% equity ownership stake in the reorganized IBC in excess of
150% of the investment equity value paid by the Equity Investor.
There can be no assurance that the litigation claims or the
potential cash payment described above will result in any
distributable value for general unsecured creditors.

The filing of the Plan of Reorganization and related Disclosure
Statement is an important step in IBC's ongoing efforts to emerge
from Chapter 11. Going forward, the Company intends to amend the
filed Plan of Reorganization and related Disclosure Statement to
reflect the compromise reached with the Official Committee of
Unsecured Creditors and seek Bankruptcy Court approval of the
amended Disclosure Statement and confirmation of the amended Plan
of Reorganization through the Chapter 11 process.

                About Ripplewood Holdings L.L.C.

Based in New York, Ripplewood Holdings L.L.C. is a leading private
equity firm established in 1995 by Timothy C. Collins. Through
five institutional private equity funds managed by Ripplewood, the
firm has invested over $4.5 billion of equity in transactions in
the U.S., Asia, Europe and the Middle East.

                         About IBC

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 5, 2007.  Their exclusive period to file a chapter 11 plan
expired on November 8, 2007.  On Jan. 25, 2008, the Debtors filed
their First Amended Plan and Disclosure Statement.  On Jan. 30,
2008, the Debtors received court approval of the first amended
Disclosure Statement.  IBC did not received any qualifying
alternative proposals for funding its plan of reorganization in
accordance with the court-approved alternative proposal
procedures.  As a result, no auction was held on Jan. 22, 2008, as
would have been required under those procedures.  The deadline for
submission of alternative proposals was Jan. 15, 2008.  A new plan
filing deadline was set for June 30, 2008; no plan was filed as of
that date.

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


INTERSTATE BAKERIES: Wants Plan Funding Commitment Deals Approved
------------------------------------------------------------------
Interstate Bakeries Corp. and its debtor-affiliates sought
authority from the United States Bankruptcy Court for the Western
District of Missouri to enter into commitment letters with respect
to plan funding commitments they received on September 12, 2008,
from lenders holding approximately 53% of IBC's prepetition
secured debt:

   * equity commitment letter with IBC Investors I, LLC, an   
     affiliate of Ripplewood Holdings L.L.C.;

   * revolving loan or ABL Facility Commitment Letter with  
     General Electric Capital Corporation and GE Capital
     Markets, Inc.; and

   * a term loan commitment letter with Silver Point Finance,
     LLC, and Monarch Master Funding Ltd.

According to the Debtors, the Commitment Letters lay out an
investment to be made in Reorganized IBC in connection with the
confirmation and consummation of a Chapter 11 plan of
reorganization.

         Contemplated Transactions "Speculative at Best"

The Official Committee of Unsecured Creditors states that the
Debtors "are seeking to unconditionally commit the estates to
significant fees and reimbursement obligations in connection with
a transaction whose prospects of being consummated remain
speculative at best."

Moreover, the Debtors have offered no explanation for how
unsecured creditors will benefit if their request is approved,
the Creditors Committee contends.

Representing the Creditors Committee, Scott Cargill, Esq., at
Lowenstein Sandler PC, in Roseland, New Jersey, tells the Court
that under the Commitment Letters, the Debtors are seeking
approval to pay and incur, among others, at least $23,300,000 in
non-refundable commitment fees, of which $3,250,000 will be
payable to Ripplewood upon the Court's approval of the request.

Mr. Cargill points out that while the amounts are huge, the
consummation of the transactions contemplated under the
Commitment Letters are highly speculative, to the extent that
they are:

   -- conditioned on the non-occurrence of developments,
      conditions or circumstances that had or could reasonably be
      expected to have a material adverse effect on the business,
      operations, property, condition or prospects of the
      Debtors;

   -- contingent upon the modification and ratification of
      agreements with all of the Debtors' unions; and

   -- conditioned on confirmation of a plan of reorganization, a
      prospect that is very speculative.

Additionally, under the Plan Term Sheet, the Debtors must satisfy
certain financial conditions, which include, among other things,
having no more than (i) $113,000,000 of Adjusted Net Debt and
(ii) $28,000,000 of Identified Claims, as of the Effective Date
--  which the Debtors have not assured to be achievable, says the
Committee.

Mr. Cargill maintains that the Transactions are conditioned upon
confirmation of a reorganization plan incorporating the terms of
the Plan Term Sheet.  However, at least 25% of the funded
Prepetition Debt does not appear to support the Plan Term Sheet.

Moreover, the Debtors have failed to even identify the many
significant objections that the Committee and other parties-in-
interest will advance in opposition to confirmation of a
Ripplewood Plan, he says.

Mr. Cargill points out that the International Brotherhood of
Teamsters' and other unions' support to the Plan Term Sheet does
not guarantee that each of the Union locals will, in fact, ratify
the required modifications to the collective bargaining
agreements.

The Creditors Committee submits that, because it is speculative
whether the transaction can close, there is no reasonable basis
to approve the Transaction Fees, Mr. Cargill says, citing In re
Made in Detroit, Inc., 299 B.R. 170, 176-78 (Bankr. E.D. Mich.
2003).

"In essence, the Debtors are committing to pay up to $23,300,000,
plus expenses without a cap, to parties who, under existing
circumstances, may never close," Mr. Cargill states.

            No Distribution for Unsecured Creditors

Mr. Cargill points out that the Plan Term Sheet provides for no
distribution to unsecured creditors.  However, the Debtors
propose to release the Prepetition Lenders from all claims,
including those arising from the Debtors' Bank Complaint, which,
according to the Creditors Committee's preliminary estimates,
have potential recoveries in excess of $370,000,000.

The Debtors Bank Complaint, which was filed on September 20,
2006, by the Debtors against certain third party prepetition
lenders, sought to, among other things, (i) avoid certain
transfers made by the Debtors to the Preference Lenders during
the 90 days prior to the Petition Date, (ii) avoid certain
unperfected liens and interests in the Debtors' property, and
(iii) avoid certain postpetition transfers made by the
Debtors to the Preference Lenders that were not authorized.

The Debtors do not address the value of the Claims, or what
benefit the Debtors' estates and creditors are receiving in
exchange for giving up the Claims.  Similarly, the Debtors have
not explained why it is in the best interests of their estates to
release claims against all of the Prepetition Lenders, Mr.
Cargill says.

The parties most affected by the proposed release -- the
unsecured creditors -- do not benefit in any way from it; hence,
they will be deemed to reject the Ripplewood Plan.

The Debtors also provide for releases in favor of all their
officers and directors who served during the pendency of their
Chapter 11 cases, but have not provided the benefit of the
Releases to their estates.  Accordingly, D&O Claims should not be
released, but should instead be transferred to a creditor trust
for the benefit of the general unsecured creditors, Mr. Cargill
avers.

Similarly, he continues, the Creditors Committee submits that the
Vendor Preference Claims, which are estimated to be worth in
excess of $100,000,000 and vest to the Reorganized Debtors,
should be transferred to a creditor trust, and benefits received
from the prosecution of the Claims should inure to the benefit of
the general unsecured creditors.

The Debtors have not justified the necessity to offer equity in
the Reorganized Debtors to induce lenders to provide financing
under the Term Loan Facility, according to Mr. Cargill.  In the
same manner, the Debtors have not proven that they could not
obtain Term Loan Facility financing under less favorable
circumstances than to grant participating lenders an equity
position in the Reorganized Debtors.

Mr. Cargill argues that the Non-Solicitation Clause is
inappropriate, as it prevents the Debtors from testing whether
the contemplated Transactions are the best option available to
their estates, thereby failing to ensure maximum value for the
benefit of creditors, which is an overarching goal of the
bankruptcy process.

              Fees and Expenses Must Be Reviewed

Mr. Cargill submits that while the reimbursement of expenses
incurred by the Ripplewood Investors is warranted, these should
be (i) contingent upon a review by all parties-in-interest, and
(ii) subject to a cap.

In the same way, the Debtors should be compelled to disclose the
terms of the commitment fee and the expense reimbursement payable
to GECC in connection with the Revolver Facility, Mr. Cargill
says, pointing the Court to In re Alterra Healthcare Corp., 353
B.R. 66, 73 (Bankr. D. Del. 2006).

All parties-in-interest, including the unsecured creditors that
are to receive no distribution under the Ripplewood Plan, should
have the ability to review all fees to be paid in connection with
the implementation of that Plan.

Against this backdrop, the Creditors Committee asks Judge Venters
to deny the Debtors' request.

                      Debtors Respond

The Debtors point out that the Creditors Committee's estimated
$23,000,000 in fees and expenses to be paid to various investors
and lenders under the Plan Funding Commitments is excessive and
unwarranted.

Even considered in the aggregate, the fees amount to less than 4%
of the overall financing package of approximately $600,000,000;
and are well within the range of reasonableness especially given
the current market conditions, the amount of leverage that the
Debtors will have upon emergence and the overall risk of the
proposed Transaction, J. Eric Ivester, Esq., at Skadden Arps
Slate Meagher & Flom LLP, in Chicago, Illinois, points out.

           Components of the Proposed Exit Financing

Mr. Ivester explains that the first component of the Debtors'
proposed Exit Financing consists of two "new money" loans to fund
the Plan.  Together, the Loans will provide approximately $464
million in liquidity to the Debtors which "is simply not
available elsewhere in the market on any terms."

The fees are not payable upon the Court's approval of the Plan
Funding Commitment Letters, but are due on the Plan Effective
Date, or in certain other instances if the Plan is not confirmed,
Mr. Ivester clarifies.

Mr. Ivester further contends that the fees payable in connection
with (i) the First Lien Term Loan, approximately $16,800,000 or
4.96% of the $339,000,000 loan amount, are reasonable, and (ii)
the $125,000,000 revolving credit loan, the ABL Facility
Commitment Fees, are also reasonable.

Mr. Ivester says that GE Capital, as the revolving loan lender,
has insisted on confidentiality for its fees and expense
reimbursement provisions, which terms and conditions have been
shared by the Debtors with the Creditors Committee and other key
parties subject to confidentiality agreements.

"This [fees and expenses condition] is consistent with prior
practice in these cases and, in those prior instances, the
Creditors Committee has had no complaint about this procedure
being 'secretive' -- until now," Mr. Ivester says.

In addition, the proposed Exit Financing includes third party
investments, which provide for these fees:

      Cash                 
   Investment     In Exchange                  Commitment Fee
   ----------     --------------------         --------------
   $44,200,000    17% of the New Common Stock, $2,210,000 or
                  for an additional 15%        5% of the
                  of the New Common Stock on   Investment
                  a fully diluted basis

   $85,800,000    New Convertible Notes        $4,290,000 or
                  convertible into 33% of      5% of the
                  the New Common Stock of      investment
                  the Plan Effective Date

According to Mr. Ivester, the Debtors insisted that no Commitment
Fees will be payable to the Investors until the precise terms of
the proposed investment were determined.  Thus, the first
installment of the fees to which the Investors are entitled are
not payable until approval by the Court of an Investment
Agreement which contains more specific terms and conditions with
respect to the Investors' rights and obligations.

The only amounts payable upon entry of an order approving the
Plan Funding Motion are the reasonable out-of-pocket costs and
expenses incurred thus far by the parties to the Plan Funding
Commitments in connection with the proposed Transaction, he
maintains.

                    Plan Funding Commitments:
                 Only Viable Basis For Emergence

The Debtors submit that no plan of reorganization can succeed
without union support, "and since the union leadership is now
fully committed to the Transaction, this condition no longer is
the stumbling block it once was," Mr. Ivester tells the Court.

Similarly, the Debtors fully expect to satisfy the Adjusted Net
Debt and Identified Claims limits, and the Creditors Committee
objection does not hold merit, he adds.

Certain claimholders' disagreement to the Transactions
contemplated under the Plan Funding Commitments does not preclude
the Plan from being approved by a class of creditors and
subsequently confirmed, or crammed down on a particular class of
creditors even if they are deemed to have rejected the Plan.  The
Debtors already have substantial support from the Prepetition
Lender class, Mr. Ivester says.

The Prepetition Lenders, who will continue to be holders of the
debt of the Reorganized Debtors, have replacement liens on the
proceeds of any avoidance actions; hence, the Reorganized Debtors
can retain the Actions, especially where the Lenders are getting
only a 50% recovery on their secured claims, Mr. Ivester reasons
out.

While the Creditors Committee "mischaracterizes" the Plan Funding
Commitments as options under which the Lenders and the Investors
may collect up-front fees and then decline to fund or invest, the
Commitments represent the highest and best value to the Debtors'
estates after an exhaustive search process and in the face of
turbulent markets and an initially reluctant union, Mr. Ivester
contends.

For these reasons, the Debtors ask the Court to overrule the
Creditors Committee's objections.

                          *     *     *

At the behest of the Debtors and a group of creditors, Judge
Venters  will convene a hearing today to consider approval of the
Debtors' request, according to The Associated Press.  The hearing
was originally set for October 2.

                         About IBC

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 5, 2007.  Their exclusive period to file a chapter 11 plan
expired on November 8, 2007.  On Jan. 25, 2008, the Debtors filed
their First Amended Plan and Disclosure Statement.  On Jan. 30,
2008, the Debtors received court approval of the first amended
Disclosure Statement.  IBC did not received any qualifying
alternative proposals for funding its plan of reorganization in
accordance with the court-approved alternative proposal
procedures.  As a result, no auction was held on Jan. 22, 2008, as
would have been required under those procedures.  The deadline for
submission of alternative proposals was Jan. 15, 2008.  A new plan
filing deadline was set for June 30, 2008; no plan was filed as of
that date.

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


IVANHOE ENERGY: Wants to Withdraw Amended Form 13G
--------------------------------------------------
Ivanhoe Energy Inc. has filed a request with the Securities and
Exchange Commission to withdraw the Schedule 13G/A,
Amendment No. 3, filed on Feb. 10, 2008.

Kris G. Radhakrishnan, Ivanhoe Energy chief financial officer,
wrote to the SEC that the withdrawal was requested as a result
of a filing erroneously filed on behalf of Ivanhoe Energy,
relating to improper EDGAR coding.  The Schedule 13G/A (Amendment
No. 3) was erroneously filed by Ivanhoe Energy the evening of
February 10, with a 6:00 a.m. next day posting date.  It was
correctly filed the following morning with Ivahoe Mines LTD. named
as the subject company.

A copy of the requested Schedule 13G/A is available for free at
http://researcharchives.com/t/s?3369

Vancouver, British Columbia, Canada, Ivanhoe Energy Inc. (TSX: IE;
Nasdaq: IVAN) -- http://www.ivanhoe-energy.com/-- is an       
independent international heavy oil development and production
company focused on pursuing long-term growth in its reserve base
and production using advanced technologies, including its  
proprietary, patented heavy-oil upgrading process (HTL).  Core
operations are in the United States and China, with business  
development opportunities worldwide.  

Ivanhoe Energy has established a number of geographically focused  
entities.  The parent company, Ivanhoe Energy Inc., will pursue  
HTL opportunities in the Athabasca oilsands of Western Canada and  
will hold and manage the core HTL technology.  Two new  
subsidiaries have been established, one for Latin America and one  
for the Middle East & North Africa, complementing Sunwing Energy  
Ltd., Ivanhoe Energy's existing, wholly-owned company for
China.  Ivanhoe Energy Inc. owns 100% of each of these
subsidiaries, although the percentages are expected to decline as  
they develop their respective businesses and raise capital  
independently.

At June 30, 2008, the company's consolidated balance sheet showed
$235.2 million in total assets, $65.5 million in total
liabilities, and $169.6 million in total stockholders' equity.

                       Going Concern Doubt

Ivanhoe Energy Inc. believes that existing conditions cast
substantial doubt about its ability to continue as a going
concern.  The company incurred a net loss of $8.5 million for the
three-month period ended March 31, 2008, and as at March 31, 2008,
had an accumulated deficit of $168.5 million and negative working
capital of $8.8 million.  In addition, the company currently
anticipates incurring substantial expenditures to further its
capital investment programs and the company's cash flows from
operating activities will not be sufficient to both satisfy its
current obligations and meet the requirements of these capital
investment programs.  Moreover, recovery of capitalized costs
related to potential HTL(TM) and GTL projects is dependent upon
finalizing definitive agreements for, and successful completion
of, the various projects, the outcome of which is uncertain.


JEFFERSON COUNTY: Two Officials Seek Bankruptcy Vote on Sewer Debt
------------------------------------------------------------------
Martin Z. Braun of Bloomberg News reports that Commissioners Jim
Carns and Bobby Humphreys of Jefferson County, Alabama, are
sponsoring a resolution authorizing the county to file for
bankruptcy rather than raise taxes or divert revenue to resolve
the county's sewer debt crisis.  The resolution, which would come
before a vote of the full commission on Oct. 14, 2008, is aimed at
pressing creditors to strike a deal to restructure the
$3.2 billion securities, according to the report.

A bankruptcy filing would allow the county to get answers about
the "irresponsible financings," Mr. Carns said according to the
report.  "It is my hope that the positions of those responsible
for the financial fiasco will be subordinated to those who are
innocent of wrongdoing, and that a bankruptcy plan will be fairer
to all creditors and to the county than the likely result of the
current negotiations," Mr. Carns added according to the report.

The two commissioners have long advocated bankruptcy, a move that
three of the five commissioners have resisted in favor of
negotiations, according to the report.

County Commission President Bettye Fine Collins called the move by
Mr. Carns and Mr. Humphreys "more political posturing," according
to the report.

Banks led by JPMorgan Chase & Co., according to the report, that
hold at least $850 million of the county's floating-rate bonds and
are counterparties on more than $5 billion of interest-rate swaps
have offered to forgive $1 billion of the debt in exchange for a
share of sales-tax revenue generated by a 1 percent county sales
tax for school construction, Ms. Collins said.  Alabama Governor
Bob Riley is leading negotiations on behalf of the county,
according to the report.

Jefferson County faces an Oct. 8 deadline to reach an agreement
with creditors to avoid default on the sewer debt, according to
the report.

                     About Jefferson County

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

                          *     *     *

As reported by the Troubled Company Reporter on June 10, 2008,
Standard & Poor's Ratings Services' ratings on Jefferson County,
Ala.'s series 1997A, series 2001A, series 2003 B-1-A through 2003
B-1-E, and series 2003 C-1 through 2003 C-10 sewer system revenue
bonds ('CCC' underlying rating [SPUR]) remain on CreditWatch with
developing implications.

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


KEYSTONE SURPLUS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Keystone Surplus Metals, Inc.
        dba Keystone Specialty Metals, Inc.
        1670 Winchester Rd.
        Bensalem, PA 19020

Bankruptcy Case No.: 08-16450

Type of Business: The Debtor offers home furnishing services.
                  See: http://www.keystonespecialtymetals.com

Chapter 11 Petition Date: October 3, 2008

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: David A. Kasen, Esq.
                  dkasen@kasenlaw.com
                  Kasen Kasen & Braverman
                  1874 E. Marlton Pike
                  P.O. Box 4130
                  Cherry Hill, NJ 08034
                  Tel: (215) 928-9199

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
   ------                      ---------------       ------------
J.T. Ryerson & Son, Inc. c/o   inventory purchase    $3,944,636
Magdeline D. Coleman,          
Esquire                        
Buchanan Ingersoll &           
Rooney, PC
1835 Market St., 14th Floor
Philadelphia, PA 19103

O'Neal Steel, Inc.             inventory purchase    $2,203,520
744 41st Street              
Birmingham, AL 35222         

Steel Sales                    inventory purchase    $971,407
300 Mt. Lebanon
Blvd., Suite 308                          
Pittsburgh, PA 15234

Thyssenkrupp Nirosta NA,       inventory purchase    $552,522
Inc.                         
2275 Halfday Rd., Suite 160  

Charlestown Aluminum           inventory purchase    $487,847
480 Frontage Rd.             
Gaston, SC 29053             

Global Stainless               inventory purchase    $431,042
1150 Mayerside Drive         
Mississauga, ON              

Samuel & Son Co., Inc.         inventory purchase    $361,940
1700 Ridgely St.             
Baltimore, MD 21230          

Albert Kauffman                loans                 $305,000
1670 Winchester Rd.          
Bensalem, PA 19020           

Ace Steel Supply               inventory purchase    $274,869
203 Blue Bell Rd.              
Houston, TX 77037              

Stainless Distributors, Inc.   inventory purchase    $250,441
1215 Knox Drive              
Yardley, PA 19067            

Materials Technology           inventory purchase    $224,741
Solutions                    

Integrity Stainless            inventory purchase    $203,826

Brookfield Wire Co., Inc.      inventory purchase    $186,422

Olympic Steel Inc.             inventory purchase    $167,765

Metal Mark, Inc.               inventory purchase    $146,978

Anderson Metals                inventory purchase    $101,812

Unimet Metal Supply            inventory purchase    $100,558

International Metals Outlet    inventory purchase    $96,531

Allegheny Plant Services, Inc. freight               $88,155

Jie Jin Material Science       inventory purchase    $87,587


KIMBALL HILL: Seeks Until January 16 to File Chapter 11 Plan
------------------------------------------------------------
Kimball Hill Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the Northern District of Illinois to further
extend:

   (a) through January 16, 2009, the period within which they can
       exclusively propose and file a Chapter 11 plan; and

   (b) through March 16, 2009, the period within which they can
       exclusively solicit and obtain acceptances for that plan.

Section 1121(d) of the Bankruptcy Code provides that on request
of a party-in-interest, after notice and a hearing, the court may
for cause reduce or increase the 120-day exclusive plan filing
period or the 180-day exclusive solicitation period.  Section
1121(d) provides that the Exclusive Plan Filing Period may be
extended up to 18 months and the Exclusive Solicitation Period up
to 20 months after the Petition Date for cause.

Since the initial extension of the Debtors' Exclusive Periods,
the Debtors continued to make progress with respect to case
administration, claims reconciliation, asset sales,
identification of key contracts, as well as toward negotiation of
a consensual plan, Ray Schrock, Esq., at Kirkland & Ellis LLP, in
New York, tells the Court.   The recent financial crisis,
however, has created a major distraction for a number of parties-
in-interest and the homebuilding industry, he says.  

Moreover, the initial exclusivity extension was limited so that
the cumulative effect of seeking an additional three-month
extension comports with the five- and six-month initial exclusive
period extensions commonly granted in cases of the Debtors' size
and complexity in the Northern Illinois and other districts, Mr.
Schrock notes.

The Debtors maintain that they are seeking to extend their
Exclusivity Periods in good faith and that they are paying their
bills as they become due.  

The Debtors, Mr. Schrock avers, have reasonable prospects for
filing a viable Plan.  

Mr. Schrock adds that the Debtors intend to use the proposed
extension to continue negotiations with the Prepetition Lenders
and the Official Committee of Unsecured Creditors regarding the
terms of a plan and to take other actions in support of the plan,
including addressing certain substantial claims.  

The request extension will not prejudice the Debtors' creditors
and other parties-in-interest in their Chapter 11 cases, Mr.
Schrock assures the Court.  

The Court will consider the Debtors' request at an October 14,
2008 hearing.  Objections to the extension request must be filed
on or before October 9.

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest               
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Fort Worth, Houston, Las Vegas,
Sacramento and Tampa, in five regions: Florida, the Midwest,
Nevada, the Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

The Debtors have until Oct. 20, 2008, to exclusively file a
bankruptcy plan.  (Kimball Hill Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


KIMBALL HILL: Cesari Response Leaves Creditors Committee
--------------------------------------------------------
Stephen G. Wolfe, Esq., counsel to William T. Neary, United States
Trustee for Region 11, notifies the United States Bankruptcy
Court for the Northern District of Illinois that Cesari Response
Television, Inc., represented by Tim O'Brien, resigned from the
Official Committee of Unsecured Creditors of the Chapter 11 cases
of Kimball Hill Inc. and its 29 debtor affiliates.
        
The remaining Creditors Committee members are:

       Member                               Representative
       ------                               --------------
       US Bank National Association         Cindy Woodward
       Indenture Trustee  
       Corporate Trust Services
       60 Livingston Avenue
       St Paul, MN 55107

       SMH Capital Advisors, Inc.           Stephen Cooke
       4800 Overton Plaza
       Suite 300
       Fort Worth, TX 76109

       California National Bank             Jon Simon
       221 S. Figueroa
       Los Angeles, CA 90012
      
       Tower Crossing                       Jamie Hadac
       Homeowner's Association                  
       6400 Shafer Court
       Suite 175
       Rosemont, IL 60018

       Masco Builder Cabinet Group          Stacy L. Lapham
       21001 Van Born Road
       Taylor, MI 48180
                                       
       Builders Gypsum Supply               David Groom
       2015 Pasket Lane
       Houston, TX 77092

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest               
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operates within 12 markets, including, among
others, Chicago, Dallas, Fort Worth, Houston, Las Vegas,
Sacramento and Tampa, in five regions: Florida, the Midwest,
Nevada, the Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No.
08-10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP,
represents the Debtors in their restructuring efforts.  The
Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

The Debtors have until Oct. 20, 2008, to exclusively file a
bankruptcy plan.  (Kimball Hill Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


KING'S BEACH: Case Summary & Six Largest Unsecured Creditors
------------------------------------------------------------
Debtor: King's Beach Inc.
        2171 W. Williams #267
        Fallon, NV 89406

Bankruptcy Case No.: 08-51876

Chapter 11 Petition Date: October 3, 2008

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Alan R. Smith, Esq.
                  mail@asmithlaw.com
                  Law Offices of Alan R. Smith
                  505 Ridge St.
                  Reno, NV 89501
                  Tel: (775) 786-4579

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

             http://bankrupt.com/misc/nvb08-51876.pdf


LEAP WIRELESS: Settles Lawsuits with MetroPCS Communications
------------------------------------------------------------
Leap Wireless International, Inc., disclosed in a Securities and
Exchange Commission filing that the company and MetroPCS
Communications, Inc., have entered into a national roaming
agreement and an agreement to exchange wireless spectrum, and have
settled all outstanding litigation between them.

The new nationwide roaming agreement, which has an initial term of
10 years, covers the companies' existing and future markets, which
the parties expect could ultimately encompass virtually all of the
top 200 markets in the nation. This agreement will enable wireless
subscribers from each company to utilize their wireless services
in both companies' markets at a more attractive and competitive
price.

Additionally, the companies entered into a spectrum exchange
agreement covering licenses in certain markets, with Leap
acquiring an additional 10 MHz of spectrum in San Diego, Fresno,
Seattle and certain other Washington and Oregon markets, and
MetroPCS acquiring an additional 10 MHz of spectrum in Dallas-Ft.
Worth, Shreveport-Bossier City, Lakeland-Winter Haven, Florida and
certain other North Texas markets. Completion of the spectrum
exchange is subject to customary closing conditions, including the
consent of the Federal Communications Commission (FCC).

The settlement resolves litigation relating to the companies'
intellectual property. The companies have entered into a cross-
license agreement for intellectual property related to the
litigation and for other intellectual property that is held or
applied for by either company. All pending litigation between the
parties will be dismissed.

"We appreciate the manner in which both companies seized the
opportunity to work together to achieve these mutually positive
results," said Doug Hutcheson, President and Chief Executive
Officer of Leap. "Both companies are pleased to have enhanced
their spectrum portfolio in several key markets as we seek to
provide our customers with the best wireless products and
services. These agreements provide opportunities for both MetroPCS
and Leap to deliver greater value to our customers across the
country."

"We are very pleased to have entered into the nationwide roaming
agreement with Leap. The expanded coverage which MetroPCS and Leap
can offer as a result of this agreement will be a major benefit to
our customers," said Roger Linquist, Chairman, President and Chief
Executive Officer of MetroPCS. "These agreements benefit both
parties and allow each of us to focus on the growth of our
respective businesses."

                       About Leap Wireless

Based in San Diego, Leap Wireless International Inc. (Nasdaq:
LEAP) -- http://www.leapwireless.com/-- provides innovative,   
high-value wireless services.  With the value of unlimited
wireless services as the foundation of its business, Leap
pioneered its Cricket(R) service.  The company and its joint
ventures now operate in 29 states and hold licenses
in 35 of the top 50 U.S. markets.  Through its affordable, flat-
rate service plans, Cricket offers customers a choice of unlimited
voice, text, data and mobile Web services.

                          *     *     *

As reported in the Troubled Company Reporter on June 24, 2008,
Moody's Investors Service assigned a Caa1 rating to Leap Wireless
International Inc.'s $200 million convertible notes, due 2014.  
Moody's also assigned a B2 corporate family rating to Leap
Wireless International Inc.  Rating outlook is Stable.

As disclosed in the Troubled Company Reporter on June 23, 2008,
Standard & Poor's Rating Services assigned its 'CCC' rating to
Leap Wireless International Inc.'s proposed $200 million of
convertible senior notes due 2014, with a '6' recovery rating,
indicating the expectation for negligible (0%-10%) recovery in the
event of a payment default.  At the same time, S&P assigned a 'B-'
rating to funding unit Cricket Communications Inc.'s proposed
$200 million of senior notes due 2015 with a '4' recovery rating,
indicating the expectation for average (30%-50%) in the event of a
payment default.  These are being issued under Rule 144A with
registration rights.  S&P also affirmed San Diego-based Leap's
existing ratings, including its 'B-' corporate credit rating.  The
outlook is stable.



LEHIGH COAL: Court Denies Bid to Oust Management
------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Bankruptcy
Court of the Middle District of Pennsylvania denied a motion to
oust the management of Lehigh Coal & Navigation Co. on Oct. 1,
2008.  Mr. Rochelle says the estate won't be taken over by a
Chapter 11 trustee as the result.

In September, the Court called for an investigation by an
examiner, according to the report.  The examiner issued a
preliminary report saying more study is required before deciding
whether anyone acted "in a detrimental manner" toward the Debtor,
according to the report.  The Debtor, according to the report,
consented to being in Chapter 11 on Aug. 29 after facing an
involuntary petition.

Pottsville, Pennsylvania-based Lehigh Coal & Navigation Co. --
http://www.lcncoal.com/-- has been mining anthracite coal since  
the late 1700's, with 8,000 acres of coal-producing properties.

The third Chapter 11 involuntary petition was filed against the
Alleged Debtor in less than four years on July 15, 2008 (Bankr.
M.D. Penn. Case No. 08-51957).  Jeffrey Kurtzman, Esq., at Klehr,
Harrison, Harvey, Branzburg and Ellers, LLP, represents the
Alleged Debtor's petitioners.


LEHMAN BROTHERS: Case Summary & 49 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lehman Brothers Holdings Inc.
        745 Seventh Avenue
        New York, NY 10019

Bankruptcy Case No.: 08-13555

Type of Business: The Debtor is an investment bank.  The
                  company serves the financial needs of
                  corporations, governments and municipalities,
                  institutional clients, and high net worth
                  individuals worldwide.  Founded in 1850, Lehman
                  Brothers is involved in equity and fixed income
                  sales, trading and research, investment banking,
                  private investment management, asset management
                  and private equity.  The company operates in
                  three segments: Capital Markets, Investment
                  Banking, and Investment Management.  It has
                  regional headquarters in London and Tokyo, and
                  operates in a network of offices around the
                  world.  It has about 28,000 full-time employees.  

                  See: http://www.lehman.com/  

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
LB 745 LLC                                         08-13600
PAMI Statler Arms LLC                              08-13664
Lehman Brothers Commodity Services Inc.            08-13885
Lehman Brothers Finance SA                         08-13887
Lehman Brothers Special Financing Inc.             08-13888
Lehman Brothers Derivative Products Inc.           08-13899
Lehman Commercial Paper Inc.                       08-13900
Lehman Brothers Commercial Corporation             08-13901
Lehman Brothers Financial Products Inc.            08-13902
Fundo de Investimento Multimercado Credito Privado 08-13903
Lehman Scottish Finance L.P.                       08-13904
CES Aviation LLC                                   08-13905
CES Aviation V LLC                                 08-13906
CES Aviation IX LLC                                08-13907
East Dover Limited                                 08-13908

Chapter 11 Petition Date: September 15, 2008

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Harvey R. Miller, Esq.
                  harvey.miller@weil.com
                  Richard P. Krasnow, Esq.
                  Lori R. Fife, Esq.
                  Shai Y. Waisman, Esq.
                  Jacqueline Marcus, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: (212) 310-8000
                  Fax: (212) 310-8007
                  http://www.weil.com/  

                  Total Assets           Total Debts
                  ------------           -----------
Lehman Brothers   $639 billion            $613 billion

LB 745            More than $1 billion    More than $1 billion

Lehman Brothers   More than $1 billion    More than $1 billion
Commodity

Lehman Brothers   More than $1 billion    More than $1 billion
Finance

Lehman Brothers   More than $1 billion    More than $1 billion
Special

Lehman Brothers   More than $1 billion    More than $1 billion
Derivative

Lehman Commercial More than $1 billion    More than $1 billion
Paper

Lehman Brothers   More than $1 billion    More than $1 billion
Commercial

Lehman Brothers   More than $1 billion    More than $1 billion
Financial

Fundo de          More than $1 billion    More than $1 billion
Investimento

Lehman Scottish   More than $1 billion    More than $1 billion
Finance

CES Aviation      More than $1 billion    More than $1 billion
LLC

CES Aviation      More than $1 billion    More than $1 billion
V LLC

CES Aviation      More than $1 billion    More than $1 billion
IX LLC

East Dover        More than $1 billion    More than $1 billion
Limited      

PAMI Statler      $20 million             $38 million

A. Lehman Brothers' 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Citibank, N.A., as indenture   bond debt         $138,000,000,000
trustee, and The Bank of New
York Mellon Corporation (with
respect to the Euro Medium
Term Notes only, as indenture
trustee, under the Lehman
Brothers Holdings. Senior
Notes.

Citibank, N.A.
399 Park Avenue
New York, NY 10043
Attn: Wafaa Orfy
Tel: (800) 422-2066
Fax: (212) 816-5773

The Bank of New York
One Canada Square
Canary Wharf, London E14 5AL
Attn: Raymond Morison
Tel: 44-207-964-8800

The Bank of New York           bond debt          $15,000,000,000
Mellon Corporation, as
indenture trustee under the
Lehman Brothers Holdings
Inc. subordinated debt.

The Bank of New York
Mellon Corporation
101 Barclay Street
New York, NY 10286
Attn: Chris O'Mahoney
Tel: (212) 815-4107
Fax: (212) 815-4000

AOZORA                         bank loan          $463,000,000
1-3-1 Kudan-Minami
Chiyoda-ku, Tokyo 102-8660
Tel: 81-3-5212-9631
Fax: 81-3-3265-9810

Mizuho Corporate Bank Ltd.     bank loan          $289,000,000
Global Syndicated Financi
Division
1-3-3, Marunochi, Chiyoda-ku
Tokyo, Japan 100-8210

Timothy White
Managing Director - Head of
Originations Corporate and
Investment Bank Department
1251 Avenue of the Americas
32nd floor
New York, NY 10020-1104
Tel: (212) 282-3360
Fax: (212) 282-4487

Citibank N.A. Hong Kong        bank loan          $275,000,000
Branch
Financial Institutions Group
Asia Pacific
44f Citibank Tower
3 Garden Rd.
Central Hong Kong

Michael Mauerstein
MD - FIG
388 Greenwich Street
New York, NY 10013
Tel: (212) 816-3431

BNP Paribas                    bank loan          $250,000,000
787 7th Avenue
New York, NY 10019
Tel: (212) 841-2084

Shinesi Bank Ltd.              bank loan          $231,000,000
1-8, Uchisaiwaicho 2-
Chome
Chiyoda-ku, Tokyo 100-8501
Tel: 81-3-5511-5377
Fax: 81-3-4560-2834

UFJ bank Limited               bank loan          $185,000,000
2-7-1, Marunouchi
Chiyoda-ku, TKY 100-8388

Stephen Small
vice president
head of financial
institutions
Bank of Tokyo-Mitsubishi
UFJ Trust Company
1251 Avenue of the Americas
New York, New York
10020-1104
Tel: (212) 782-4352
Fax: (212) 782-6445

Sumitomo Mitsubishi            bank loan          $177,000,000
Bank Corp.
13-6 Nihobashi-
Kodenma-Cho, Chuo-ku,
Tokyo, 103-0001

Yas Imai
Senior Vice President
Head of Financial
Institution Group
Sumitomo Mistui Banking
Corporation
277 Park Avenue
New York, NY 10172
Tel: (212) 224-4031
Fax: (212) 224-4384

Svenska Handelsbanken          letter of credit   $140,610,543
153 E. 53rd St., 37th floor
New York, NY 10022
Tel: (212) 258,9487

KBC Bank                       letter of credit
$100,000,000           
125 W. 55th St.
New York, NY 10019
Tel: (212) 258-9487

Mizuho Corporate Bank Ltd.     bank loan          $93,000,000
1-3-3, Marunouchi
Chiyoda-ku, TKY 100-8219

Timothy White
Managing Director - Head of
Originations Corporate and
Investment Bank Department
1251 Avenue of the Americas
32nd floor
New York, NY 10020-1104
Tel: (212) 282-3360

Shinkin Central Bank           bank loan          $93,000,000
8-1, Kyobashi 3-Chome
Chuo-ku, Tokyo 104-0031

Shuji Yamada
Deputy General Manager
Financial Institution Dept.
Shinkin Central Bank
3-7, Yaesu 1-chome, Chuo-ku
Tokyo 104-0028
Tel: 81-3-5202-7679
Fax: 81-3-3278-7051

The Bank of Nova Scotia        bank loan          $93,000,000
Singapore Branch
1 Raffles Quay #201-01
One Raffles Quay North
Tower
Singapore 0485583

George Neofitidis
Director Financial
Institutions Group
One Liberty Plaza
New York, NY 10006
Tel: (212) 225-5379
Fax: (212) 225-5254

Chuo Mitsui Trust & Banking   bank loan           $93,000,000
3-33-1 Shiba, Minato-ku,
Tokyo, 105-0014
Tel: 81-3-5232-8953
Fax: 81-3-5232-8981

Lloyds Bank                   letter of credit    $75,381,654
1251 Avenue of the Americas
39th Floor
P.O. Box 4873
New York, NY 10163
Tel: (212) 930-8967
Fax: (212) 930-5098

Hua Nan Commercial Bank       bank loan           $59,000,000       
Ltd.
38 Chung-King South
Road Section 1
Taipei, Taiwan

Bank of China                 bank loan           $50,000,000
New York Branch
410 Madison Avenue
New York, NY 10017
Tel: (212) 936-3101
Fax: (212) 758-3824

Nippon Life Insurance Co.     bank loan           $46,000,000
1-6-6, Marunouchi,
Chiyoda-ku, Tokyo 100-8288

Takayuki Murai
Deputy General Manager
Corporate Finance Dept. #1
Nippon Life Insurance Co.
Tel: 81-3-5533-9814
Fax: 81-3-5533-5208

ANZ Banking Group             bank loan           $44,000,000
Limited
18th Floor Kyobo Building
1 Chongro 1 Ku,
Chongro Ka,
Seoul, Korea

Michael Halevi
Director, Financial
Institutions
ANZ Banking Group
1177 Avenue of Americas
New York, NY 10036
Tel: (212) 810-9871
Fax: (212) 801-9715

Standard Chartered Bank       bank loan           $41,000,000
One Madison Avenue
New York, NY 10010-3603

Bill Hughes
SVP-FIG
Standard Chartered bank
One Madison Avenue
New York, NY 10010-3603
Tel: (212) 667-0355
Fax: (212) 667-0273

Standard Chartered Bank       letter of credit    $36,114,000
One Madison Avenue
New York, NY 10010-3603

Bill Hughes
SVP-FIG
Standard Chartered bank
One Madison Avenue
New York, NY 10010-3603
Tel: (212) 667-0355
Fax: (212) 667-0273

First Commercial Bank         bank loan           $25,000,000
Co. Ltd.
New York Agency
750 3rd Avenue, 34th Floor
New York, NY 10017

Jason C. Lee
Deputy General Manager
First Commercial Bank Co.
Ltd.
New York Agency
750 3rd Avenue, 34th Floor
New York, NY 10017
Tel: (212) 599-6868
Fax: (212) 599-6133

Bank of Taiwan                bank loan           $25,000,000
New York Agency
100 Wall Street, 11th Floor
New York, NY 1005

Eunice S.J. Yeh
Senior Vice President &
General Manager
100 Wall Street, 11th floor
New York, NY 10005
Tel: (212) 968-0580
Fax: (212) 968-8370

DnB NOR Bank ASA              bank loan           $25,000,000
NO-0021, Olso, Norway
Stranden 21, Aker Brygge
Tel: 47 22 9487 46
Fax: 47 22 48 29 84

Australia and New Zealand     bank loan           $25,000,000
Banking Group Limited
Melbourne Office
Level 6, 100 Queen
Street Victoria
Melbourne, VIC 3000
Australia

Michael Halevi
Director, Financial
Institutions
ANZ Banking Group
1177 Avenue of Americas
New York, NY 10036
Tel: (212) 810-9871
Fax: (212) 801-9715

Australia National Bank       letter of credit    $12,588,235
1177 Avenue of the
Americas, 6th Floor
New York, NY 10036

Michael Halevi
Director, Financial
Institutions
ANZ Banking Group
1177 Avenue of Americas
New York, NY 10036
Tel: (212) 810-9871
Fax: (212) 801-9715

National Australia Bank       letter of credit    $10,294,163
245 Park Avenue, 28th Fl.
New York, NY 10167

Michael Halevi
Director, Financial
Institutions
ANZ Banking Group
1177 Avenue of Americas
New York, NY 10036
Tel: (212) 810-9871
Fax: (212) 801-9715

Taipei Fubon Bank, New        bank loan           $10,000,000
York Agency
100 Wall Street, 14th floor
NY NY 10005
Tel: (212) 968-9888
Fax: (212) 968-9800

B. LB 745's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Rocky-Forty-Ninth LLC          ground lease      $0
c/o The Rockefeller Group
1221 Avenue of the Americas
New York, NY 10020

C. PAMI Statler's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Steingass                      trade debt        $76,372
754 Progress Drive
Medina, OH 44256             

Statler Arms Garage LLC        litigation        $50,000
1111 Euclid Ave.               claim      
Cleveland, OH 44115                                                  

Illuminating                   trade debt        $40,182
P.O. Box 3638
Akron, OH 44309

TD Security                    trade debt        $19,795
P.O. Box 81357
Cleveland, OH 44181

Marble Care                    trade debt        $16,270
5184 Richmond Rd
Cleveland, OH 44146

IGS                            trade debt        $13,901
P.O. Box 631919
Cincinnati, OH

WCCV                           trade debt        $13,598
3479 State Rd.
Cuyahoga Falls, OH 44223

Demann                         trade debt        $9,350
16919 Walden
Cleveland, OH 44128

Dominion                       trade debt        $5,335
P.O. Box 26225
Richmond, VA 23260

Midwest Realty Advisors, LLC   trade debt        $5,000
37848 Euclid Avenue          
Willoughby, OH 44094         

RMC                            trade debt        $3,340
P.O. Box 31315
Rochester, NY 14603

Republic Waste                 trade debt        $3,338
P.O. Box 9001826
Louisville, KY 40290

Division Water                 trade debt        $3,124
P.O. Box 94540
Cleveland, OH 44101

NorthEast                      trade debt        $3,088
P.O. Box 9260
Akron, OH 44305

Time Warner                    trade debt        $2,831
P.O. Box 0901
Carol Stream, IL 60132

Best Karpet                    trade debt        $2,689
1477 E 357 street
EastLake, OH 44095

AT&T                           trade debt        $2,232
P.O. 8100
Aurora, IL 60507

Account Temps                  trade debt        $2,087
12400 Collections Drive
Chicago, IL 60693

Rentokil                       trade debt        $1,742
8001 Sweet Valley Dr
Valleyview, OH 44125


LUBBOCK MEDICAL: Sells Property at $3MM, Files Plan & Statement
---------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that Lubbock, Texas-
Highland Medical Center, LP, sold its hospital for $3 million and
filed a Chapter 11 plan and explanatory disclosure statement with
the U.S. Bankruptcy Court for the Northern District of Texas on
the week ended Oct. 4, 2008.

Unsecured creditors will receive nothing under the plan, the
report says.

Together with collections of accounts receivable, the Debtor
expects to have $3.5 million, an amount insufficient to
pay secured claims, according to the report.

             About Lubbock Texas-Highland Medical Center

Lubbock, Texas-Highland Medical Center, L.P., doing business as
Highland Community Hospital and Highland Medical Center --
http://www.highlandcommunityhospital.com-- provides general
medical and surgical care for inpatient, outpatient, and
emergency room patients, and participates in the Medicare and
Medicaid programs.  Highland employs about 100 workers.

The Debtor filed for chapter 11 bankruptcy protection on
May 31, 2008, before the U.S. Bankruptcy Court for the Northern
District of Texas (Case No. 08-50202).  Max Ralph Tarbox, Esq., at
McWhorter, Cobb & Johnson, LLP, in Lubbock, Texas, represents the
Debtor.

When it filed for bankruptcy, the Debtor disclosed $10 million to
$50 million in estimated assets and debts of the same range.


MAGUIRE PROPERTIES: Moody's Withdraws Rtngs After Facility Payment
------------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Maguire
Properties, Inc. (B1 Corporate Family Rating; B1 senior secured
rating on revolving credit facility).  These ratings have been
withdrawn because Maguire paid off the revolving credit facility,
which comprised all of its rated debt.

These ratings were withdrawn:

  * Maguire Properties, Inc. -- Corporate family rating at B1
  * Maguire Properties, L.P. -- Senior secured revolving credit
    facility at B1

Maguire Properties, Inc. [NYSE: MPG], based in Los Angeles,
California, USA, is a REIT specializing in class A office
properties in Southern California.  As of June 30, 2008, the REIT
reported $5.6 billion in total assets and $189 million in equity.


MATTRESS DISCOUNTERS: U.S. Trustee Sets 341(a) Meeting for Oct. 20
------------------------------------------------------------------
The United States Trustee for the District of Maryland will
convene a meeting of creditors of Mattress Discounters Corporation
and its debtor-affiliate Mattress Discounters Corporation East at
9:00 a.m., on Oct. 20, 2008, at the 341 meeting rooms in
Greenbelt, Maryland.

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 Upper Marlboro, Maryland, 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. D. 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.


MEDICOR LTD: Wants Exclusive Plan Filing Period Moved to Dec. 5
---------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that MediCor Ltd. and its
debtor-affiliates asked the United States Bankruptcy Court for the
District of Delaware on Sept. 30, 2008, to further extend the
Debtors' exclusive periods for proposing a Chapter 11 plan to Dec.
5.  The Debtors are also working out details to effectuate a
previously reached settlement with the Nevada state court receiver
for Southwest Exchange, Inc., who was claiming a constructive
trust over company funds on behalf of  creditors, according to the
report.

The Debtors, according to the report, explained that the
settlement with the receiver can't be implemented without approval
from state and federal courts, coupled with certification of a
class-action suit and a class-action settlement.

                         About MediCor

Based in North Las Vegas, Nevada, MediCor Ltd. --
http://www.medicorltd.com/-- manufactures and markets
products primarily for aesthetic, plastic and reconstructive
surgery and dermatology markets.

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


MERITAGE HOMES: Wins $111 Million Case Against Greg Hancock
-----------------------------------------------------------
Meritage Homes Corporation disclosed in a Securities and Exchange
Commission filing that it was awarded $111 million in a unanimous
jury verdict in Federal District Court in Phoenix.  Meritage filed
the lawsuit on Feb. 24, 2004, against Greg Hancock, a former
division president of Meritage Homes.  Mr. Hancock is the current
owner of Phoenix homebuilder Hancock Communities.

In 2001, Mr. Hancock sold his homebuilding business to Meritage,
at which time he concurrently entered into an employment agreement
with the Company.  The jury found that Mr. Hancock breached
contractual and fiduciary duties owed to Meritage and that he had
immediately began to commit fraud against the Company by engaging
in side businesses that stole corporate opportunities and goodwill
belonging to the Company while he was President of Meritage's
Phoenix division.  The jury awarded Meritage $57 million in
compensatory damages and another $54 million in punitive damages
against Hancock. The Court's official judgment has not been
entered and it is possible that the amount of the judgment may
differ from the verdict.  The verdict also is subject to customary
post-trial motions and appeals. Meritage is confident the verdict
and judgment will stand, and intends to vigorously pursue various
collection options to recover the award from Mr. Hancock;
accordingly, the timing and ultimate amount of any collections
cannot be predicted at this time.

Steve Hilton, chief executive officer of Meritage said, "We are
pleased with the verdict which favorably addressed all nine claims
asserted by the Company.  We believe this was a well-reasoned and
thoughtful verdict after a three week trial.  This is a victory
for our shareholders and employees."

Tim White, executive vice president and general counsel for
Meritage, added, "This jury verdict sends a clear signal to Mr.
Hancock and corporate officers in general that malfeasance and
undisclosed self-dealing by officers of public companies will not
be tolerated."

                       About Meritage Homes

Headquartered in Scottsdale, Arizona, Meritage Homes Corporation
(NYSE: MTH) -- http://www.meritagehomes.com/-- builds primarily   
single-family homes across the southern and western United States
under the Meritage, Monterey and Legacy brands.  Meritage has
active communities in Houston, Dallas/Ft. Worth, Austin, San
Antonio, Phoenix/Scottsdale, Tucson, Las Vegas, the California
East Bay/Central Valley and Inland Empire, Denver and Orlando.  
The company was ranked by Builder magazine in 2007 as the 12th
largest homebuilder in the U.S. and ranked #803 on the 2008
Fortune 1000 list.

Meritage Homes has reported five consecutive quarterly net losses
beginning the second quarter ended June 30, 2007.  

                          *     *     *

As disclosed in the Troubled Company Reporter on June 16, 2008,
Fitch Ratings has downgraded Meritage Homes Corporation's Issuer
Default Rating and other outstanding debt ratings as: IDR to 'B+'
from 'BB-'; and Senior subordinated debt to 'B-/RR6' from 'B'.  
Fitch has also affirmed Meritage Homes' senior unsecured debt at
'BB-' and assigned a Recovery Rating of 'RR3'.  The Rating Outlook
remains Negative.


MGM MIRAGE: Taps $1.8 Billion of Senior Bank Credit Facility
------------------------------------------------------------
MGM Mirage disclosed in a Securities and Exchange Commission
filing that CityCenter, its joint development project with Dubai
World, has completed the first phase of its $3.0 billion financing
package by securing a $1.8 billion senior bank credit facility.

The facility, which matures in April 2013, is expected to be
increased to a total amount of $3.0 billion as additional
commitments are received.  

CityCenter has received additional signed commitment letters
totaling in excess of $500 million, which commitments are expected
to be added to the facility once completed. Both MGM MIRAGE and
Dubai World continue to work with additional lenders and will seek
the remaining commitment amounts through a syndication process
beginning on Oct. 7, 2008.

"Even in the current difficult lending environment, strong well-
conceived projects attract financing -- CityCenter is such a
project.  We appreciate the strong support CityCenter has received
from these participating financial institutions," said Dan
D'Arrigo, Executive Vice President and CFO of MGM MIRAGE.  "We and
our partner are actively in discussions with additional financial
institutions to obtain the additional funding of the credit
facility and are receiving strong interest in the syndication
process set to launch this week."

The credit facility consists of a $250 million revolver with the
remaining amount being in the form of term loans and is secured by
substantially all of the assets of CityCenter.  The facility is
initially priced at LIBOR plus 3.75% through the construction
period. This facility is led by Bank of America, Royal Bank of
Scotland, UBS, BNP Paribas, and Sumitomo Mitsui.  In addition,
other current participants include Deutsche Bank, Morgan Stanley,
and the Bank of Nova Scotia.

"MGM's strong balance sheet and long track record of superior
financial performance combined with the substantial financial
resources of our partner uniquely position CityCenter in an
obviously difficult credit market," said Mr. D'Arrigo.

The estimated net project budget for CityCenter is $8.6 billion,
after net residential proceeds of approximately $2.7 billion.  The
gross project budget consists of $9.3 billion of construction
costs (including capitalized interest), $1.7 billion of land,
$0.2 billion of preopening expenses, and $0.1 billion of
intangible assets.  CityCenter is scheduled to be completed in
December 2009.

             About Infinity World and Dubai World
    
Infinity World Investments LLC is a wholly-owned subsidiary of
Dubai World -- http://www.dubaiworld.ae/-- which is a major      
investment holding company with a portfolio of businesses that
includes DP World, Jafza, Nakheel, Dubai Drydocks, Maritime City,
Istithmar, Kerzner, One & Only, Atlantis, Barney's, Island Global
Yachting, Limitless, Inchcape Shipping Services, Tejari,
Technopark and Tamweel.  The Dubai World Group has more than
50,000 employees in over 100 cities around the globe.  The group
also has real estate investments in the US, the UK and South
Africa.  In the last five years, Dubai World has developed 80,000
luxury residential villas and apartments and approximately
three million square feet of retail space.

                      About MGM Mirage

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It  
owns and operates 17 properties located in Nevada, Mississippi
and Michigan, and has investments in three other properties in
Nevada, New Jersey and Illinois.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 5, 2008,
Standard & Poor's Ratings Services revised its rating outlook on  
Las Vegas-based MGM MIRAGE to negative from stable.  Ratings on  
the company, including the 'BB' corporate credit rating, were  
affirmed.

As reported in the Troubled Company Reporter on Aug. 12, 2008,
Fitch Ratings has affirmed MGM MIRAGE's ratings and revised its
Outlook to Negative from Stable as: Issuer Default Rating 'BB';
Senior credit facility 'BB'; Senior notes 'BB'; and Senior
subordinated notes 'B+'.


MIAMI ENTERTAINMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Miami Entertainment, Inc.
        4001 Presidential Parkway
        Atlanta, GA 30340

Bankruptcy Case No.: 08-79618

Type of Business: The Debtor operates a night club.

Chapter 11 Petition Date: October 3, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Rodney L. Eason, Esq.
                  reason@easonlawfirm.com
                  The Eason Law Firm
                  6150 Old National Highway, Suite 200  
                  College Park, GA 30349-4367
                  Tel: (770) 909-7200
                  Fax: (770) 909-0644

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Miami Entertainment did not file a list of largest unsecured
creditors.


MIRANT CORP: Suspends Share Buyback Program
-------------------------------------------
Mirant Corp., in a press release dated Sept. 22, 2008, said it has
suspended its program of returning cash to its stockholders after
purchasing approximately 110 million of its shares since November
2007 for $3,856,000,000.  The company now has 156,000,000 basic
shares outstanding, having repurchased approximately 43% of its
basic outstanding shares over the past 11 months.

In November 2007, when Mirant announced that it would return
$4,600,000,000 of cash to its owners, it stated that it was
sizing the amount based on four factors:

   (1) the outlook for the business,

   (2) preserving the company's credit profile,

   (3) maintaining adequate liquidity, including for capital
       expenditures, and

   (4) maintaining sufficient working capital.

"We have continued to evaluate those four factors as we have
returned cash," said Edward R. Muller, chairman and chief
executive officer of Mirant.  "Although we continue to be
optimistic about the value of the company and the company has no
liquidity issues, our analysis of those four factors under
current market conditions has led us to conclude that we should
suspend our program of returning cash."

"A significant consideration in our evaluation is that we
recently submitted proposals for new generating plants at our
facilities in Northern California in response to a request for
offers from Pacific Gas & Electric.  If our proposals are
accepted, we want to ensure that we have funds for the required
capital expenditures, and for other requirements of the business,
even if turmoil in the credit markets continues and commodity
prices are depressed," Mr. Muller continued.

Mirant disclosed in a Form 10-Q for the quarter ended June 30,
2008, filed with the Securities and Exchange Commission that it
entered in July 2008 into a cash-collateralized letter of credit
facility of $10,000,000 in support of its response to a PG&E
request for proposals for new power generation.

Mirant said it will continue to evaluate its need for cash using
the same four factors.

             Mirant Stock Drops After Buybacks Halted

Mirant's stocks dropped 8.3% on Sept. 22, 2008, after the
suspension of the stock buybacks, Bloomberg News reported.  
According to the report, Mirant fell $2.11 to $23.47 in the New
York Stock Exchange composite trading.  Mirant, according to
Bloomberg, submitted proposals in July with Pacific Gas &
Electric to supply power from expanded plants near San Francisco.

"They're just being cautious," Angie Storozynski, an analyst at
Macquarie Securities in New York who rates Mirant shares
"neutral," told Bloomberg.  "If there's one company in the sector
that doesn't have liquidity issues, it's Mirant."

Mirant shouldn't have constraints meeting its financial
obligations because the company locked in coal costs through 2009
and sold in advance the power it will generate from that fuel,
Ms. Storozynski further told Bloomberg.

"We don't see a clear growth path for Mirant because its coal-
fired plants are old and running at full capacity," Ms.
Storyzynski  said.  "Any expansion of Mirant's plants in
California would happen only if the company secures long-term
contracts with PG&E for additional output.  Many power companies
are competing for these contracts."

According to Bloomberg, Mr. Muller told investors that Mirant
expects an initial response from PG&E on its plant-expansion
proposals in October.  In an article dated August 11, Bloomberg
said the six biggest U.S. independent power producers, which
include Mirant, will have profit gains as high as 29% in 2008 and
79% next year, based on average estimates of analysts surveyed by
the news agency.

Mr. Muller emphasized during the Merrill Lynch 2008 Power & Gas
Leaders Conference held on September 24, 2008, his forecast of
continued growth in electric demand.  During the presentation
where he spoke as a part of a panel, he said peak demand
continues to grow nationally at 1.5% per annum and that Mirant
has opportunities for brownfield and repowering growth over time.

As of September 30, 2008, Mirant's common stock trades at $18.29
per share.

                          About Mirant

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE:
MIR) -- http://www.mirant.com/-- is an energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant's investments in the Caribbean
include three integrated utilities and assets in Jamaica, Grand
Bahama, Trinidad and Tobago and Curacao.  Mirant owns or leases
more than 18,000 megawatts of electric generating capacity
globally.

Mirant Corporation filed for chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  The Debtors emerged from bankruptcy on Jan. 3, 2006.  
On March 7, 2007, the Court entered a final decree closing 46
Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included.  On Feb. 15, 2007, Mirant NY-Gen filed its Chapter 11
Plan of Reorganization and on Feb. 22 filed a Disclosure Statement
explaining that Plan.  The Court approved the adequacy of Mirant
NY-Gen's Disclosure Statement on March 22, 2007, and confirmed the
Amended Plan on May 7, 2007.  Mirant NY-Gen emerged from Chapter
11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan of
Reorganization.  The Court confirmed Mirant Lovett's Plan on
Sept. 19, 2007.  Mirant Lovett emerged from bankruptcy on
Oct. 2, 2007.

(Mirant Bankruptcy News, Issue No. 140; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


MOUNTAIN ADVENTURE: Objects to Conversion of Case to Chapter 7
--------------------------------------------------------------
Mountain Adventure Property Investments, LLC told the U.S.
Bankruptcy Court for the District of Colorado that it objects to
Vectra Bank Colorado, N.A.'s motion to have its Chapter 11 case
converted to a Chapter 7, asserting that the best interests of the
creditors are best served by this case remaining in Chapter 11 and
permitting Debtors to sell properties via an auction and file a
liquidating plan of reorganization.

On Sept. 8, 2008, Vectra asked the Bankruptcy  Court to convert
the Debtor's case to a Chapter 7, "to stop [the] ongoing waste".  

Vectra told the Court that the Debtor's bankruptcy case was filed
in large part because of internal disputes among various member
and management factions.  In addition, Vectra told the Court that
during the seven months that the Debtor has been in Chapter 11
bankruptcy, it has sold no assets and earned no revenue, and that:

  a) Debtor has made no adequate protection payments to its
     secured creditors;

  b) Debtor has not filed a disclosure statement or plan of
     reorganization;

  c) Debtor's management and member factions have engaged in
     litigation, which has resolved nothing;

  d) Debtor has been confronted with aggressive attempts to seize
     control of management of Debtor by its different member
     factions;

  e) Debtor now has two managers, at least one of whom is
     hopelessly conflicted from pursuing the best interests of
     Debtor's bankruptcy estate and creditors;

  f) Debtor's warring factions stayed most of the pending
     litigation in this bankruptcy case twice.  Since the first
     stay was obtained almost three months ago, there still
     has been no discernible progress to benefit Debtor's
     creditors;

  g) Debtor's professionals have charged the bankruptcy estate
     approximately $500,000.00 in professional fees and costs;

  h) Debtor does not have funds to hire a turnaround professional;

  i) Debtor has no funds to pay its professionals;  

           Vectra has an Undisputed Claim of $3,325,555

Vectra told the Court that it is a secured creditor of the Debtor
with an undisputed claim in the amount of $3,325,555.98 as of the
Petition Date (including default interest and attorneys fees and
costs).  Vectra said it has a security interest in substantially
all of the Debtors' personal and real property and asserts that
its security interest in those assets is a first priority security
interest.  Certain parties, including Robinson Construction
Company, an affiliate of one of the Debtor's members, Robinson &
Sons LLC, have asserted mechanics liens against certain of
Debtor's real property.  Robinson has asserted that its lien has
priority over Vectra's secured claim.  

According to documents filed in Court, the Debtor's real
properties have a total value of $16,641,000 most of which is
encumbered by liens.   

               Arguments in Support for Conversion

Vectra told the Court that the conversion of the Debtor's case to
a Chapter 7 is in the best interests of the creditors and the
estate.  Vetra submitted the following arguments in support of
this motion:

  1) There is a substantial and continuing loss to the estate, and
     no prospects for rehabilitation.  Vectra told the Court that
     the Debtor concedes that it cannot be rehabilitated and that    
     it intends to sell its assets.  A chapter 7 trustee can sell
     real estate and pursue litigation as effectively as the
     Debtor.

  2) There has been gross mismanagement of the estate.  Earlier in
     this bankruptcy case, certain members of Debtor and insiders
     filed motions to appoint a Chapter 11 trustee based on, among
     other things, gross mismanagement.  In addition, the Debtor's
     bankruptcy case has been dominated by litigation among
     Debtor's warring factions.  The Debtor has not
     generated any revenue and has sold none of its assets.

  3) Kirk Moisan's conflict of interest is cause to convert this
     bankruptcy case to Chapter 7.  Kirk Moisan, one of the
     Debtor's two managers, is an officer of Robinson.  

                   Arguments Against Conversion

Mountain Adventure presents the following arguments in support of
its staying in Chapter 11:

  1) On Vectra's argument that there is continuing loss or
     diminution of the estate and an absence of a reasonable
     likelihood of rehabilitation, the Debtor tells the Court that
     Vectra ignores the progress that Debtor has made since
     July 14, 2008, and that conversion to chapter 7 will only
     result in increased costs and further delays.

  2) On Vectra's argument that conversion is in the best interest
     of creditors, the Debtor tells the Court that this is hard to   
     fathom since Vectra is aware that Debtor has been working
     toward the sale of its real property assets via auction,
     which require time.  The Debtor's  managers have determined
     that the best qualified auctioneer is Sheldon Good & Company       
     and that it gas been in discussions with Sheldon Good who has
     indicated its willingness to serve as auctioneer.

  3) On Vectra's argument that "a chapter 7 trustee can sell the
     real estate and pursue litigation as effective as Debtor,"     
     the Debtor tells the Court that Vectra omits mention of any
     costs or delays that will be associated with conversion and
     the appointment of a Chapter 7 trustee.  Such costs may be      
     significant and the likely delays may cause further harm to
     creditors.  In addition, the Chapter 7 trustee will need to
     go over the Debtor's voluminous accounting records and that
     this process will take time.  Further, a Chapter 7 trustee
     will likely need to hire counsel to assist with
     administration of the estate and asset recovery, and this
     will cost the estate further legal fees.  If a chapter 7
     trustee is appointed, any sale of assets will likely be
     delayed.  If a sale is delayed beyond December, the Debtor
     anticipates that the proceeds will be insufficient to pay
     secured creditors in full, and leaving nothing for  
     administrative claims and unsecured creditors.

  4) On Vectra's assertion that it has not hired a turnaround
     professional nor has it filed a motion to proceed with an
     auction, the Debtor told the Court that it cannot hire a
     turnaround professional due to its inability to pay.  That
     Debtor's managers notified the Court and creditors of its
     inability to pay and refrained from committing to another
     administrative expense is indicative of sound judgment, not
     gross mismanagement.  Further, the Debtor told the Court that
     its managers have taken the necessary initial steps to
     proceed with an auction.

  5) On Mr. Moisan's alleged conflict of interest because he "is
     an officer of Robinson," the Debtor tells the Court that
     Mr. Moisan is not an officer of Robinson, he is an executive
     manager.  Further, Vectra attempts to blur the legal
     distinction between Debtor's member entity, Robinson, and the
     entity that performed construction on Debtor's properties,
     Robinson Construction Company ("Robcon").  Robinson and
     Robcon appear to be legal separate entities.  Mr. Moisan has
     agreed that he will not participate in any analysis of any
     claim that Debtor may hold against Robinson.

In view of the foregoing, the Debtor asks the Court to deny
Vectra's motion to convert its Chapter 11 case to a Chapter 7.

                     About Mountain Adventure

Based in Hayden, Colorado, Mountain Adventure Property
Investments, LLC is a real estate developer and the owner of an
approximately 41 acre real property located in Routt County,
Colorado, known as Lake Village, Phase, Filing 1, the Villages at
Hayden.  The Debtor was founded on May 19, 2006, by 4S
Development, Ltd., LLLP; Grassy Creek Holding Company, LLC; Oasis
Development, LLC; and Robinson & Sons, LLC.  The Debtor filed for
Chapter 11 relief on Jan. 23, 2008 (D. Colo. Case No. 08-10744).  
Douglas W. Jessop, Esq., J. Brian Fletcher, Esq., and K. Lane
Cutler, Esq., at Jessop & Company, P.C. represent the Debtor as
counsel.  When the Debtor filed for protection from its creditors,
it listed assets and debts of $10 million to $50 million, each.


NEPTUNE INDUSTRIES: Files Complaint Over Stock Price Manipulation
--------------------------------------------------------------
Neptune Industries, Inc., disclosed in a Securities and Exchange
Commission filing that it has filed a complaint with the Financial
Industry Regulatory Authority regarding the actions of several
South Florida individuals and brokerage firms alleging misconduct
and other violations, including manipulation of the Company's
stock price.

"On a number of occasions, it has been brought to our attention
that certain individuals and firms may be working together to
drive the price of the Company's common stock below the conversion
price of a convertible debenture note issued in a placement
conducted on behalf of the Company by the placement agent,"
Neptune Industries said.

The Company has been informed that certain shareholders have been
advised that unspecified rumors have been circulating regarding
Neptune, and that information communicated to debenture holders by
the same parties, without Neptune's knowledge, during the
debenture offering may not have been accurate, when in fact the
information contained in the Company's offering documents and
distributed as part of the offering, was accurate.

There are also indications that members of the firms involved may
be shorting the common stock of the Company, contrary to the
interests of, and disclosures to, their own customers, who are now
Neptune shareholders.  The Company has no knowledge of the status
or course of any pending FINRA investigation, which is handled on
a confidential basis by FINRA.

                     About Neptune Industries

Headquartered in Boca Raton, Fla., Neptune Industries Inc.
(OTC BB: NPDI.OB) -- http://www.neptuneindustries.net/-- through   
its subsidiaries, provides aquaculture technology primarily in the
United States.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Berman Hopkins Wright & Laham, CPAs and Associates, LLP, expressed
substantial doubt about Neptune Industries Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended June 30,
2007.  The auditing firm pointed to the company's recurring losses
from operations and recurring deficiencies in working capital.

Neptune Industries' consolidated balance sheet at June 30, 2008,
showed $1,653,588 in total assets and $3,466,245 in total
liabilities, resulting in a $1,634,654 total stockholders'
deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $969,550 in total current assets
available to pay $1,481,953 in total current liabilities.

The company reported a net loss of $465,388, on sales of $158,493,
in the third quarter ended March 31, 2008, compared with a net
loss of $853,431, on sales of $203,379, in the same period in
2007.


NEUMANN HOMES: To Mail Claim Forms and Bar Date Notice on Nov. 13
-----------------------------------------------------------------
Neumann Homes, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the Northern District of Illinois to
fix the deadline for filing proofs of claim against their estates
on a date that is 30 days after they mail a bar date notice to
their creditors.

The Debtors further ask the Court to fix the later of (i) the
Bar Date, or (ii) another date as the deadline for the filing of
claims arising from the rejection of an executory contract or
unexpired lease.

Creditors are advised to follow this set of protocol for filing
their proofs of claims:

   * Proofs of claim must conform substantially to Form No. 10
     of the Official Bankruptcy Forms.

   * Proofs of claim must be filed either by:

       (i) mailing the original proof of claim to:

           Neumann Homes, Inc. Claims Processing
           c/o Epiq Bankruptcy Solutions, LLC
           P.O. Box 5011, FDR Station
           New York, 10150-5011

      (ii) delivering the original proof of claim by hand or
           overnight courier to:

           Neumann Homes, Inc. Claims Processing
           c/o Epiq Bankruptcy Solutions, LLC
           757 Third Avenue, 3rd Floor
           New York, 10017

   * Proofs of claim will be deemed filed only when received by
     Epiq on or before the Bar Date.

   * Proofs of claim must be signed; must include supporting
     documentation or an explanation as to why documentation is
     not available; must be in the English language; and must be
     denominated in U.S. currency.

The Debtors inform the Court that they intend to mail the proofs
of claim forms and the notice of the Bar Date no later than
November 13, 2008.  They also intend to have the notice published
in the national edition of The Chicago Tribune, The Detroit Free
Press and The Milwaukee Journal Sentinel or The State Capitol
Times not later than two weeks before the Bar Date.

The Debtors also intend to give notice of the Bar Date by first
class U.S. mail, to, among others, the office of the U.S.
Trustee, the Internal Revenue Service, certain taxing
authorities, the Official Committee of Unsecured Creditors and
all known creditors.

Any holder of a claim against any Debtor who is required, but
fails, to file a proof of claim for that claim by the Bar Date is
forever barred, estopped and permanently enjoined from asserting
that claim against the Debtors.

Creditors that need not file a proof of claim by the Bar Date are
those whose:

   (1) claims are already filed against the Debtors with the
       Clerk of the Bankruptcy Court for the Northern District of
       Illinois;

   (2) claims are listed in the Debtors' schedules of liabilities
       provided that (i) the claims are not scheduled as
       disputed, contingent or not liquidated;  and (ii) the
       claimants do not disagree with the amount, nature and
       priority of their claims as provided in the Schedules;

   (3) claims have previously been allowed by the Court;

   (4) claims have been paid in full; and

   (5) claims has been set a specific deadline by the Court.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company has built more than 11,000 homes in some
150 residential communities.  The company offers formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)


NUCRYST PHARMA: Gets Delisting Notice; Has Until March to Comply
----------------------------------------------------------------
NUCRYST Pharmaceuticals received on Oct. 2, 2008, a notice
from The Nasdaq Stock Market that it no longer complies with
Nasdaq Marketplace Rule 4450(a)(5) because the bid price of its
common stock had closed below the $1.00 minimum per share
requirement for the previous 30 consecutive business days.

Receipt of this notification has no immediate effect on the Nasdaq
listing of the company's common shares.

The company has until March 31, 2009, to regain compliance, which
requires a closing bid price of their common stock at or above
$1.00 per share for a minimum of 10 consecutive business days.

If it does not regain compliance within this period, the company
may appeal a delisting determination by the staff to the Nasdaq
Listing Qualifications Panel, and its securities would remain
listed pending the Panel's decision.

The company may apply to Nasdaq to transfer its common stock to
The Nasdaq Capital Market if it satisfies the requirements for
initial inclusion set forth in Marketplace Rule 4310(c), except
the minimum bid price requirement.  If its application for
transfer is approved, the company would be afforded the remainder
of that market's second 180 calendar day compliance period to
regain compliance with the minimum bid price requirement in order
to remain on The Nasdaq Capital Market.

NUCRYST is evaluating its alternatives to resolve the listing
deficiency.

NUCRYST Pharmaceuticals (NASDAQ: NCST; TSX: NCS) develops and
manufactures medical products for infection and inflammation.


OPEN ENERGY: SEC Deems Marketing & Distribution Pact Classified
---------------------------------------------------------------
Open Energy Corporation disclosed in a Securities and Exchange
Commission filing that the SEC's Division of Corporation Finance
has granted its request for confidential treatment for information
it excluded from exhibits to a Form 10-K filed on Sept. 15, 2008.

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

Excluded information from an amendment to a Joint Marketing and
Distribution Agreement will not be released to the public through
July 31, 2009.

                        About Open Energy

Based in Solana Beach, Calif., Open Energy Corporation (OTC BB:
OEGY) -- http://www.openenergycorp.com -- a renewable energy    
company, focuses on the development and commercialization of a
portfolio of solar technologies for residential, commercial, and
industrial applications.  The company designs, manufactures, and
distributes building-integrated photovoltaic roofing tiles,
roofing membranes, and architectural photovoltaic glass products
under the SolarSave(R) trade name.

                          *      *      *

As reported in the Troubled Company Reporter on Sept. 24, 2008,
Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego
raised substantial doubt about the ability of Open Energy
Corporation to continue as a going concern after it audited the
company's financial statements for the year ended May 31, 2008.  
The auditing firm pointed to the company's recurring losses from
operations and working capital deficit.

The company posted a net loss of $34,940,000 on net revenues of
$6,940,000 for the year ended May 31, 2008, as compared with a net
loss of $39,550,000 on net revenues of $4,290,000 in the prior
year.


PAPER INTERNATIONAL: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Paper International, Inc.
        County Road 19
        Prewitt, NM 87045

Bankruptcy Case No.: 08-13917

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Fiber Management of Texas, Inc.                    08-13918

Type of Business: The Debtors manufacture paper and packaging
                  products with operations in North America,
                  Europe, Latin America, Russia and North Africa.
                  The Debtors have more than 50,000 employees in
                  in 20 countries.

                  Corporacion Durango, S.A.B. de C.V. of Durango,
                  Mexico, owns 100% of the Debtors' interests as
                  of October 6, 2008.  Corporacion Durango filed a
                  voluntary Chapter 15 petition in the United
                  States Bankruptcy Court for the District of New
                  York, Case No. 08-13911.

                  See: http://www.internationalpaper.com

Chapter 11 Petition Date: October 6, 2008

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Larren M. Nashelsky, Esq.
                  lnashelsky@mofo.com
                  Morrison & Foerster LLP
                  1290 Avenue of the Americas
                  New York, NY 10104
                  Tel: (212) 468-8000
                  Fax: (212) 468-7900

Chief Restructuring Officer: Meade Monger

Restructuring Advisor: AP Services, LLC

                    Estimated Assets   Estimated Debts
                    ----------------   ---------------

Paper International $100 million to    $500 million to
                    $500 million       $1 billion

Fiber Management    $1 million to      $500 million to
                    $10 million        $1 billion

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


PATRIOT HOMES: Asks Interim Authority to Use Cash Collateral
------------------------------------------------------------
Patriot Homes Inc., et al., ask the U.S. Bankruptcy Court for the
Northern District of Indiana for interim authority to use cash
collateral of Wells Fargo Business Credit to meet necessary
expenses, including payroll and the costs associated with their
restructuring under Chapter 11.  The Debtors told the Court that
absent the use of cash collateral, they cannot continue
operations.  

As of the Petition Date, the Debtors had significant cash on hand
in the Debtors's bank accounts.

Bankruptcy Rule 4001(b) provides that a final hearing on a motion
to use cash collateral pursuant to section 363 may not be
commenced earlier than fifteen (15) days after the service of such
motion.  The Court, however, is empowered to conduct a preliminary
expedited hearing on the request for authority to use cash
collateral to avoid immediate and irreparable harm to a debtor's
estate, pending a final hearing.

The Debtors told the Court that the interests of Wells Fargo in
the Cash Collateral will be adequately protected because the
inability of the Debtors to use cash collateral will result in a
immediate cessation of businesss which will drastically reduce  
the value of Wells Fargo's total collateral value.

The Court has set an Oct. 15, 2008 hearing on the Debtors' use of
Wells Fargo's Cash Collateral.

Headquartered in Middlebury, Indiana, Patriot Homes, Inc.  
-- http://www.patriothomes.com/-- makes modular houses.  The  
Debtor and 7 of its debtor-affiliates filed separate motions for
Chapter 11 relief on Sept. 28, 2008 (Lead Case No. 08-33347).  
Bell Boyd & Lloyd, LLP, is the Debtors' proposed bankruptcy
counsel.  In its filing, Patriot Homes listed between $10 million
and $50 million in assets and between $10 million and $50 million
in debts.


PETTERS AVIATION: Files for Chapter 11 Protection
-------------------------------------------------
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota (Lead Case No.
08-45136) on Oct. 6, 2008.  

Dawn McCarty and Erik Larson of Bloomberg News report that Stan
Gadek, chairman and chief executive officer of MN Airlines, LLC,
said that the Debtors are in bankruptcy because of a $2 billion
fraud probe launched by the U.S. Federal Bureau of Investigations
against parent Petters that involved a Sept. 24 raid of the Lead
Debtor by the bureau.

The Lead Debtor is accused of duping at least 20 hedge funds and
other investors with a lending scheme linked to phony electronics
deals, according to the report.  The conspiracy, according to the
report, may have reaped more than $2 billion for the Lead Debtor
over more than 10 years, according to a bureau affidavit.  U.S.
District Judge Ann Montgomery in Minneapolis on Oct. 6 froze  
assets of Petters Group, and that of its units and founder,
according to the report.

The debtor-affiliates, photography company Polaroid Corp. and the
Fingerhut catalog-retailing unit aren't involved in the
investigation, the Lead Debtor said according to the report.  The
debtor-affiliates, according to the report, told their workers on
Sept. 29 they planned to pay only half their wages for the rest of
the year, and pay the rest in 2009.

The debtor-affiliates decided to seek Chapter 11 protection to
avoid having their assets frozen and placed under a
receiver's supervision, Mr. Gadek said according to the report.

Mr. Gadek insisted that their business model is not broken,
according to the report.

Minnetonka, Minnesota-based Petters Aviation, LLC, owns airline
company MN Airlines, LLC,-- http://www.suncountry.com--  
photography company Polaroid Corp. and catalog-retailing unit
Fingerhut.

Brian F. Leonard, Esq., and Matthew R. Burton, Esq., at Leonard
O'Brien, et al., represents the Debtors in their restructuring
efforts.  In its filing, the Lead Debtor listed estimated assets
of between $50 million and $100 million and estimated debts of
between $50 million and $100 million.

As reported in the Troubled Company Reporter on Jan. 11, 2002,
several creditors-- including Pegasus Aviation Inc., Riverhorse
Aviation Group Inc., Pegasus Aviation Asset Securitization Trust
1997 c/o Pegasus Aviation Inc. --filed
an involuntary Chapter 7 petition against Sun Country Airlines,
Inc., in the United States Bankruptcy Court for the District of
Delaware, Case No. 02-10060.

Sun Country's case was assigned to the Hon. Mary F. Walrath.  
Timothy D. Moratzka served as Sun Country's Chapter 7 Trustee.  
Ricardo Palacio, Esq., at Ashby & Geddes, P.A., in Wilmington,
Delaware, represented the Sun Country.

In April 2002, a bankruptcy judge approved the assignment of the
airline's four aircraft leases to the new ownership group, MN
Airlines.  The Department of Transportation approved a joint
application by Sun Country and MN Airlines for an exemption
allowing MN Airlines dba Sun Country Airlines to continue to
operate under Sun Country Airline's certificates.


PETTERS AVIATION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Petters Aviation LLC
        4400 Baker Road
        Minnetonka, MN 5543

Bankruptcy Case No.: 08-45136

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
MN Airlines, LLC                                   08-35197
dba Sun Country Airlines, Inc.

MN Airline Holdings Inc.                           08-35198

Type of Business: The Debtors operate an airline company.

                  As reported in the Troubled Company Reporter on
                  Jan. 11, 2002, several creditors -- including
                  Pegasus Aviation Inc., Riverhorse Aviation Group
                  Inc., Pegasus Aviation Asset Securitization
                  Trust 1997 c/o Pegasus Aviation Inc. -- filed
                  an involuntary Chapter 7 petition against Sun
                  Country Airlines, Inc., in the United States
                  Bankruptcy Court for the District of Delaware,
                  Case No. 02-10060.

                  Sun Country's case was assigned to the Hon. Mary
                  F. Walrath.  Timothy D. Moratzka served as Sun
                  Country's Chapter 7 Trustee.

                  Ricardo Palacio, Esq., at Ashby & Geddes, P.A.,
                  in Wilmington, Delaware, represented the Sun
                  Country.

                  In April 2002, a bankruptcy judge approved the
                  assignment of the airline's four aircraft leases
                  to the new ownership group, MN Airlines.  the
                  Department of Transportation approved a
                  joint application by Sun Country and MN Airlines
                  for an exemption allowing MN Airlines dba Sun
                  Country Airlines to continue to operate under
                  Sun Country Airline's certificates.   

                  See: http://www.suncountry.com

Chapter 11 Petition Date: October 6, 2008

Court: District of Minnesota (Minneapolis)

Judge: Robert J Kressel

Debtor's Counsel: Brian F. Leonard, Esq.
                  bleonard@losgs.com
                  Matthew R. Burton, Esq.
                  mburton@losgs.com
                  Leonard O'Brien, et al.
                  100 S. 5th St., Suite 2500
                  Minneapolis, MN 55402
                  Tel: (612) 332-1030
                  Fax: (612) 332-2740

Estimated Assets: $50 million $100 million

Estimated Debts: $50 million $100 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Sun Minnesota Domestic         Notes repurchase      $12,500,000
Holdings, LLC & Sun            of shares of MN
Minnesota Foreign Holdings     Airline Holdings,
Attn: Andy Redleaf
3033 Excelsior
Blvd., Suite 300                         
Minneapolis, MN 55416       
Tel: (612) 253-6001

Acorn Capital Group, LLC       Airbus PDPs           $10,000,000
Attn: Marlon Quan, CEO
2 Greenwich Office Park     
Greenwich, CT 06831
Tel: (203) 661-0049

Chase Equipment Leasing,       N227PE Loan           $6,060,130
Inc.                        
Attn: Gary Yost, Vice
President
1111 Polaris
Parkway, Suite 3A                          
Columbus, OH 43240          
Tel: (313) 256-2516

Petters Company, Inc.         Revolving              $4,000,000
Attn: Chief Legal Officer     Demand - dated
4400 Baker Road               Fe. 5, 2007
Minnetonka, MN 55343        
Tel: (952) 932-3100

Petters Aircraft              Advance                $2,000,000
Leasing, LLC
Attn: Chief Legal Officer
4400 Baker Road               
Minnetonka, MN 55343          
Tel: (952) 932-3100

Petters Capital, LLC          Unsecured Note         $1,500,000
Attn: Chief Legal Officer
4400 Baker Road               
Minnetonka, MN 55343          
Tel: (952) 932-3100

Minnwest Bank Metro -         Line of Credit;        $1,000,000
Champlin                      secured by N706JP
Attn: James Robertson,
Commercial Credit Officer
12011 Business Park                    
Boulevard North               
Champlin, MN 55316
Tel: (763) 230-6900

MN Airlines, LLC              MSP Facility           $385,244
Attn: Stan Gadek, President   Rent and
1300 Mendota Heights Road     Utilities
Mendota Heights, MN 55120     
Tel: (651) 681-3900

Priester Aviation, LLC        Management             $290,156
Attn: Richard Peterson, CFO   Fees re Boeing
1061 South Wolf Road          727 N706JP
Wheeling, IL 60090            
Tel: (847) 850-5434

SilverStone Group             Aircraft, GL and       $149,055
                              Workers's Comp
                              Insurance
                              
Midwest Aviation              Maintenance            $105,959
                              Fees re N227PE
                              
Charter First                 Charter                $78,067
                              Operations
                                                          
Hawthorne Corporation         Consulting Fees        $63,403
                              
Petters Group Worldwide,      Shared Services        $57,919
LLC                           

Fredrikson & Byron, P.A.      Legal Fees             $36,436

Fafinski Mark & Johnson,      Legal Fees             $34,480
P.A.                          

Stanton Group                 Property               $32,482
                              Insurance - MSP
                              Facility
                                                           
Eastern Aviation Fuels, Inc.  Aircraft Fuel          $30,494
                           
Thomas J. Petters             Advance                $21,074
                              
M&A Apparel & Promotions      PA Marketing           $6,633
Collateral                       


PINE RIVER: PolyOne Pays 10% of Preference, Gives Up Claim
----------------------------------------------------------
Bill Rochelle of Bloomberg News reports that PolyOne Corp. paid
$50,000 or 10% of a reduced preference of $513,000 to formerly
bankrupt Pine River Plastics, Inc., and agreed to have its
$311,000 claim in the former debtor that was entitled to full
payment treated as an unsecured claim.  The unsecured claim is
likely to receive nothing, the report says.

Before Pine River emerged from bankruptcy, it sent PolyOne a
letter demanding repayment of an alleged $1.1 million preference
received before the bankruptcy filing, according to the report.  
After discussion, the Chapter 11 liquidation trustee conceded that
valid defenses reduced the preference to $513,000.

                         About Pine River

Based in Saint Clair, Michigan, Pine River Plastics, Inc. --
http://www.prplastics.com/-- manufactures plastic injection
moldings.  The company filed for Chapter 11 protection
Feb. 1, 2007 (Bankr. E.D. Mich. Case No. 07-42051).  Brendan G.
Best, Esq. and Ronald L. Rose, Esq., at Dykema Gossett PLLC,
represent the Debtor in its restructuring efforts.  The Debtor
have selected Kurtzman Karson Consultants LLC as its claim, notice
and balloting agent.  The U.S. Trustee for Region 9 has appointed
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtor's case.  Judith Greenstone Miller, Esq., and Jay L.
Welford, Esq., Jaffe, Raitt, Heuer and Weiss, represent the
Committee.  When the Debtor filed for protection from its
creditors, it listed estimated assets and liabilities of $1
million to $100 million.  The Court confirmed the Debtor's Chapter
11 Plan of Liquidation in January 2008.


POWER EFFICIENCY: Files Amendment to Share Registration Statement
-----------------------------------------------------------------
Power Efficiency Corporation has filed a fourth amendment to its
Registration Statement on Form S-1/A with the Securities and
Exchange Commission.

The company amended the registration statement to delay its
effective date until the company files a further amendment to
state:

  -- the date the Registration Statement will become effective;
     or

  -- until the Registration statement will become effective on
     such date as the Securities and Exchange Commission may
     determine.

A full-text copy of the Power Efficiency's Registration Statement
is available free of charge at

                http://researcharchives.com/t/s?3367

                   About Power Efficiency Corp.

Based in Las Vegas, Power Efficiency Corporation (OTC BB: PEFF)
-- http://www.powerefficiency.com/-- is a green energy company   
focused on efficiency technologies for electric motors.  The
company has developed a patented and patent-pending technology
platform, called E-Save Technology(TM), which has been
demonstrated in independent testing to improve the efficiency of
electric motors by 15-35% in appropriate application

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 4, 2008,
Livingston, N.J.-based Sobel & Co., LLC, expressed substantial
doubt about Power Efficiency Corporation's ability to continue as
a going concern after the firm audited the company's financial
statements for the year ended Dec. 31, 2007.  The auditing firm  
pointed to the company's recurring losses from operations and
deficiency of cash from operations.

The company posted $1,047,175 in net losses on $164,644 in net
revenues for quarter ended June 30, 2008, compared with $837,632
in net losses on $ billion in net revenues for quarter ended
June 30, 2007.


PRINCETON OFFICE: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Princeton Office Park LP delivered to the United States Bankruptcy
Court for the District of New Jersey its schedules of assets and
liabilities, disclosing:

   Name of Schedule                   Assets     Liabilities
   ----------------                -----------   -----------
   A. Real Property                $25,000,000
   B. Personal Property                     $0
   C. Property Claimed
      as Exempt
   D. Creditors Holding                            $1,030,208
      Secured Claims
   E. Creditors Holding                                    $0
      Unsecured Priority
      Claims
   F. Creditors Holding                            $1,487,162
      Unsecured Nonpriority
      Claims
                                   -----------   ------------
      TOTAL                        $25,000,000     $2,517,370

Headquartered Trenton, New Jersey, Princeton Office Park LP
operates a real estate business.  The company filed for Chapter 11
protection on Sept. 9, 2008 (Bankr. D. N.J. Case No. 08-27149).  
Morris S. Bauer, at Norris McLaughlin & Marcus PA, in Somerville,
New Jersey, represents the Debtor.


RANDLE HEIGHTS: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Randle Heights Tenants Association, Inc.
        1917 Minnesota Avenue, SE
        Washington, DC 20020-5453

Bankruptcy Case No.: 08-00655

Type of Business: The Debtor is a single real estate asset debtor.

Chapter 11 Petition Date: October 3, 2008

Court: District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Jeffrey M. Sherman, Esq.
                  jsherman@semmes.com
                  SEMMES, BOWEN & SEMMES
                  1001 Connecticut Avenue, Suite 1100
                  Washington, DC 20036
                  Tel: (202) 822-8250

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's 10 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
   Charlene Sydner                          $3,000
   2951 Nash Place SE
   Suite 204
   Washington, DC 20019

   Charles Anderson                         $4,000
   1912 T Street SE           
   Washington, DC 20002

   DC Water & Sewer Authority               $6,003
   P.O. Box 97200             
   Washington, DC 20090

   Henderson Walker                         $8,930
   7600 Georgia Avenue NW     
   Suite 100
   Washington, DC 20012

   Jerri Davey                                $750

   Kenneth Lowinger                        Unknown
   471 H Street NW
   Washington, DC 20001

   Latashia Lynch                           $3,000
   643 Hamlin Street NE       
   Washington, DC 20017

   Lawerence Harris                        Unknown

   Laynia Gwenmore                          $4,500
   214 Kenilworth Avenue
   Washington, DC 20019

   Russell Webster                            $450


RAFAELLA APPAREL: Moody's Reviews Low-B Ratings for Likely Cut
--------------------------------------------------------------
Moody's Investors Service placed the debt ratings of Rafaella
Apparel Group, Inc. on review for possible downgrade.  The
company's LGD assessment is also subject to change.

While acknowledging that Rafaella has significantly reduced debt
and maintains adequate liquidity, the review for possible
downgrade was prompted by the recent announcement that fiscal 2008
revenue and earnings declined significantly due to lower volume
and selling prices, increased customer allowances and markdowns,
and a mix shift to lower margined private label business.

Moody's review for downgrade will focus on the company's ability
to stabilize revenue and earnings declines over the near-to-
intermediate-term in light of the currently-difficult economic
environment.  Moody's will also focus on the company's ability to
generate additional free cash flow for debt reduction, and
maintain adequate debt protection measures and liquidity.

These ratings were placed on review for possible downgrade:

  -- Corporate Family Rating at B2
  -- Probability of Default Rating at B2
  -- Senior secured notes due June 2011 at B3

The previous rating action on May 22, 2008 downgraded the long
term ratings to the current levels with a negative outlook.

Rafaella Apparel Group, Inc., based in New York, NY, is a
designer, sourcer, and marketer of a full line of women's career
and casual sportswear separates under the Rafaella brand and
private label brands of its customers.  For the fiscal year ended
June 30, 2008, the company reported net sales of approximately
$178 million.


REHRIG INT'L: Gets Final OK to Access $12MM LaSalle DIP Loan
------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Bankruptcy
Court of the District of Delaware gave final approval to Rehrig
International, Inc., and its debtor-affiliates to borrow $12
million from the pre-bankruptcy senior secured lender LaSalle
Business Credit, LLC.

The DIP facility includes a $9.5 million revolving loan facility
and $2.5 million term loan facility, according to papers the
Debtors filed in Court.  The facility provided for initial access
of up to $6 million.

The DIP facility will terminate on the earliest of March 31, 2009,
the occurence of an event of default, or a sale, lease or
disposition of estate property, in which LaSalle has a lien,
without the Lender's prior written consent.

The Debtors will also use the cash collateral securing prepetition
loan obligations to their lenders.  As of
September 4, 2008, the Debtors had outstanding debt in the
aggregate of $36.62 million, consisting of $11.62 million under a
senior secured credit facility with LaSalle; $16 million due under
a junior secured credit facility with Woodside Agency Services,
LLC, as agent; and $9 million to $11 million due to trade
creditors.

The Debtors will provide adequate protection liens to LaSalle,
including a lien on avoidance actions for the diminution in value
of their collateral.  The Debtors will also provide replacement
liens to the Junior Lenders, including on the avoidance actions
for the diminution in value of their collateral.

The DIP Financing documents provide for the rollover of the
LaSalle prepetition revolver into the postpetition revolver.  As
of September 3, 2008, the Debtors owed $6.6 under the prepetition
revolving loans and $3.9 million under the Term Loan A facility.

Woodside Capital Partners V, LLC and Woodside Capital Partners V
QP, LLC, have electd to purchase an undivided interest consisting
of an 80% share of the DIP facility.  An affiliate of the Woodside
entities owns roughly 85% of the equity interests of Debtor
Woodside RU Holdings, Inc., which in turn owns all the equity
interests in Debtors Rehrig International Inc. and Woodside-United
Acquisition, LLC.

                  About Rehrig International
  
Headquartered in Richmond, Virginia, Rehrig International  
Incorporated -- http://www.rehrig.org-- manufactures wire    
products, plastic processed plastics, industrial trucks &  
tractors, conveyors & conveying equipment, laminated plasticsand
sheet metal fabricator.

The company and its two affiliates filed for Chapter 11 protection  
on September 5, 2008 (Bankr. D. Del. Case No. 08-12064).  Richard
W. Riley, Esq., at Duane Morris LLP represents the Debtors in
their restructuring efforts.  Kurtzman Carson Consulting, LLC,
serves as the Debtors' Claims, Noticing and Balloting Agent.  When
the Debtors filed for protection from their creditors they listed
estimated assets between $10 million and $50 million and estimated
debts between $10 million and $50 million.


REHRIG INT'L: Gets Final OK to Access $12MM LaSalle DIP Loan
------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, ROBERTA A.
DeANGELIS, the Acting United States Trustee for Region 3, named
five creditors to serve on the official committee of unsecured
creditors in the bankruptcy cases of Rehrig International
Incorporated and its two affiliates:

   -- Roadway Express, Inc.
      Attn: Allen H. Motter
      1077 George Blvd.
      Akron, OH 44309
      Tel: 330-384-1717

   -- Enspire Energy, LLC
      Attn: James E. Lukas
      99 Cathedral Street, 2nd Floor
      Annapolis, MD 21401
      Tel: 410-216-6068
      Fax: 480-216-6069/757-961-0841

   -- H. Muehlstein & Co., Inc.
      Attn: John Myers
      800 Connecticut Avenue
      Norwalk, CT 06854
      Tel: 203-855-6000
      Fax: 203-855-6031

   -- Ningbo Jiu Long Hardware Ltd.
      Attn: Enjing Jin
      No. 8 Technology Park
      Ningbo, Zhejiang, China 315600
      Tel: 0574-65190189
      Fax: 0574-65535999

   -- James River Logistics, Inc.
      Attn: Jerry C. Ferguson, Jr.
      5104 W. Village Green Drive, Suite 105
      Midlothian, VA 23112
      Tel: 804-763-4644
      Fax: 800-344-5249

                  About Rehrig International
  
Headquartered in Richmond, Virginia, Rehrig International  
Incorporated -- http://www.rehrig.org-- manufactures wire    
products, plastic processed plastics, industrial trucks &  
tractors, conveyors & conveying equipment, laminated plasticsand
sheet metal fabricator.

The company and its two affiliates filed for Chapter 11 protection  
on September 5, 2008 (Bankr. D. Del. Case No. 08-12064).  Richard
W. Riley, Esq., at Duane Morris LLP represents the Debtors in
their restructuring efforts.  Kurtzman Carson Consulting, LLC,
serves as the Debtors' Claims, Noticing and Balloting Agent.  When
the Debtors filed for protection from their creditors they listed
estimated assets between $10 million and $50 million and estimated
debts between $10 million and $50 million.


REHRIG INT'L: Sec. 341 Meeting Slated for October 30
----------------------------------------------------
ROBERTA A. DeANGELIS, the Acting United States Trustee for Region
3, will convene a meeting of creditors on October 30, 2008, at
10:30 a.m. in the bankruptcy cases of Rehrig International
Incorporated and its two affiliates.

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.

                  About Rehrig International
  
Headquartered in Richmond, Virginia, Rehrig International  
Incorporated -- http://www.rehrig.org-- manufactures wire    
products, plastic processed plastics, industrial trucks &  
tractors, conveyors & conveying equipment, laminated plasticsand
sheet metal fabricator.

The company and its two affiliates filed for Chapter 11 protection  
on September 5, 2008 (Bankr. D. Del. Case No. 08-12064).  Richard
W. Riley, Esq., at Duane Morris LLP represents the Debtors in
their restructuring efforts.  Kurtzman Carson Consulting, LLC,
serves as the Debtors' Claims, Noticing and Balloting Agent.  When
the Debtors filed for protection from their creditors they listed
estimated assets between $10 million and $50 million and estimated
debts between $10 million and $50 million.


ROBERT ZELLMER: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Robert F. Zellmer
        900 E. Silver Spring
        Whitefish Bay, WI 53217

Bankruptcy Case No.: 08-30851

Chapter 11 Petition Date: October 3, 2008

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Susan V. Kelley

Debtor's Counsel: Jonathan V. Goodman, Esq.
                  jgoodman@ameritech.net
                  Law Offices of Jonathan V. Goodman
                  135 West Wells Street, Suite 340
                  Milwaukee, WI 53203
                  Tel: (414) 276-6760

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

Debtor's 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
M&I Marshall & Ilsey Bank      judgment              $10,600,130
c/o Russel Long
770 N. Water Street
Milwaukee, WI 53202

Houseman & Feind LLP           fees                  $10,000
c/o Steve Cain
1650 9th Avenue
Grafton, WI 53024-0104

Pepe's Rockin' Taco Shack      deposit               $5,511
2012-2014 N. Farwell Avenue  
Milwaukee, WI 53202

Farci, LLC                     deposit               $3,626

Donald Taylor                  deposit               $1,655

Medhat Ismail                  deposit               $1,433

Daniel T. Boom                 deposit               $1,310

Linne H. Petri                 deposit               $1,230

Enterpises LLC                 deposit               $1,130

Debra Wagner                   deposit               $1,085

Mahler Enterprises             deposit               $1,080

Classical Strings              deposit               $1,000

Debora Voith                   deposit               $975

Edwin DeLuisa                  deposit               $930

Samuel Ross                    deposit               $875


SAGEMARK COMPANIES: Negotiates Deals to Cut Debt, Avoid Bankruptcy
------------------------------------------------------------------
The Sagemark Companies Ltd. disclosed in a Securities and Exchange
Commission filing that as of Sept. 25, 2008, the Company and its
subsidiaries have secured and unsecured creditors that are owed
approximately $7,100,000 -- none of which the Company has the
financial resources to satisfy.  The Company is striving to avoid
bankruptcy by extinguishing as many of its debts and obligations
as possible through negotiated settlement.

With its limited cash resources, the Company said those creditors
unwilling to settle will most likely not recover any payment, as
the Company's remaining funds will be absorbed by the cost of any
bankruptcy.  Should the Company be forced to file for bankruptcy
protection, bankruptcy counsel has advised that it is most likely
that its remaining premise leases will be disavowed by the trustee
in any such bankruptcy.  Therefore, although there can be no
assurances, the Company is continuing its efforts to negotiate
lease termination agreements with its few remaining landlords and
settle it's outstanding creditor issues in an amicable and timely
fashion.

The Company has terminated all of its PET and PET/CT imaging
center operations.  This is consistent with the Company's
divestiture plan unveiled in February 2008 and implemented as a
consequence of the Company's inability to pay its operating
expenses, service its substantial outstanding indebtedness to its
equipment lenders, and to satisfy its equipment service contracts,
premise lease obligations and other financial commitments.

In addition to the sale or repossession by the Company's equipment
lenders of all of the PET and PET/CT imaging equipment at all of
such imaging centers, the Company has terminated virtually all of
its premise lease agreements with various landlords for the
imaging facilities leased by it for the operation of such centers
and is seeking to terminate its remaining leases in an effort to
avoid bankruptcy.  The Company does not have the financial
resources necessary to meet its financial obligations under any of
such remaining lease agreements.

The Company terminated the operations of its Parsippany, New
Jersey PET imaging center on March 31, 2008, vacated the premises
and discontinued rent payments as of such date.

Following the commencement of an action by the landlord of such
premises against the Company for an alleged breach by the Company
of the premise lease, the Company and the landlord concluded an
agreement on Sept. 22, 2008, pursuant to which the parties agreed
to mutually terminate the premise lease in consideration of the
payment by the Company of $7,074.81, representing one month's
rent, together with the landlord's retention of the security
deposit previously paid by the Company under the lease.

As a result of the mutual termination of the premises lease, the
Company was relieved of its obligations to pay an aggregate of
approximately $361,000 in rent during the unexpired portion of the
10-year term of the lease.

                    About Sagemark Companies

Based in New York, The Sagemark Companies Ltd. (OTC BB: SKCO)
does not have significant operations.  For the past six years the
company has been engaged in the development and operation of
out-patient medical diagnostic imaging centers that feature PET
and PET/CT imaging systems which is used in the performance of
medical diagnostic imaging procedures used by physicians in the
diagnosis, staging and treatment of certain cancers, coronary
disease and neurological disorders.

                       Going Concern Doubt

Moore Stephens, P.C., in Cranford, N.J., expressed substantial
doubt about The Sagemark Companies Ltd.'s ability to continue as
agoing concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
reported that the company continues to generate operating losses
and has a significant working capital deficiency as of Dec. 31,
2007.  

The Sagemark Companies Ltd.'s consolidated balance sheet at June
30, 2008, showed $2,091,000 in total assets, $7,473,000 in total
current liabilities, and and $85,000 in minority interest,
resulting in a $5,467,000 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $2,037,000 in total current assets
available to pay $7,473,000 in total current liabilities.

The company reported a net loss of $1,387,000 on total revenues of
$53,000, for the second quarter ended June 30, 2008.


SPACEHAB INC: Posts $25.5 Million Loss for Year Ended June 30
-------------------------------------------------------------
SPACEHAB Inc. posted $36 million in net losses on $25.5 million in
net revenues for fiscal year ended June 30, 2008, compared with
$16.3 million in net losses on $53.8 million in net revenues for
fiscal year ended June 30, 2007.

SPACEHABS's balance sheet as of June 30 showed $58.2 million
in total assets, $23.3 million in total liabilities, and
$34.9 million in shareholders' equity.

The company has incurred net losses in the years ended June 30,
2008 and 2007.  Historically, the Company has financed its capital
expenditures, research and development and working capital
requirements with progress payments under its various contracts,
as well as with proceeds received from both public and private
debt and equity offerings and borrowings under credit facilities.

As of June 30, 2008, the company had cash and restricted cash-on-
hand of $11.0 million and our working capital was approximately
$1.0 million. Restricted cash, which consists of advance payments
on a government contract to modify certain spacecraft processing
facilities and restricted deposit relating to bank covenants,
totaled $8.4 million at June 30, 2008. The company carries a
liability of $4.9 million for obligations under this construction
contract.  For fiscal year 2008, the company used $8.6 million of
cash in our operating activities.

In February 2008, the company consummated a financing facility
with a commercial bank.  This facility provides for a three-year
$4.0 million term loan, payable in monthly installments of
principal in the amount of $22,222 plus interest and a $2.0
million revolving credit facility.  The term loan is secured by
the assets of our Astrotech subsidiary and the one-year revolving
credit facility is secured by Astrotech's accounts receivable.  As
of June 30, 2008, the company has no outstanding balance under the
revolving credit facility.

As reported by the Troubled Company Reporter, PMB Helin Donovan
LLP in Houston, Texas, expressed substantial doubt about Spacehab
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
June 30, 2007.  The auditing firm reported that the company has
sustained recurring losses and negative cash flow from operations.  

In its annual report for fiscal year ended June 2008, the company
said it believes it has sufficient liquidity and backlog to fund
ongoing operations for at least the next fiscal year and expect to
utilize existing cash and proceeds from operations to support
strategies for new business initiatives.

A full-text copy of SPACEHAB's annual report on Form 10K is
available for free at http://researcharchives.com/t/s?336a

Headquartered in Webster, Texas, SPACEHAB Inc. (Nasdaq: SPAB) --
http://www.spacehab.com/-- offers space access and payload     
integration services, production of valuable commercial products
in space, spacecraft pre-launch processing facilities and
services, development and extension of space-based products to the
consumer market, and program and engineering support ranging from
development and manufacturing of flight hardware to large scale
government project management.


SPRINT NEXTEL: Gets Offers for Nextel, Faces Hurdles on Sale
------------------------------------------------------------
Sprint Nextel Corp. has received an offer from NII Holdings Inc.
and several private-equity firms to buy its Nextel business, Amol
Sharma at The Wall Street Journal reports, citing sources familiar
with the matter.

Sprint acquired Nextel Communications Inc. for $35 billion in
2005.  Nextel has struggled to keep subscribers and has shed
millions of subscribers in recent years, WSJ relates.

Sources told the Journal that Sprint has held discussions with
prospective buyers -- including Cerberus Capital Management LP --
in recent months and is within days of receiving a second round of
bids.  NII, once the international division of Nextel but now runs
as a separate firm, is seen by many as the most logical buyer, the
report says.

WSJ relates that some factors are complicating any deal for
Nextel, including the cost of separating the Nextel unit to the
$5.4 billion in debt Sprint wants to unload on the buyer.  The
report states that potential buyers have expressed resistance to
taking on so much debt but have indicated they may be willing to
if the equity part of the deal were negligible.

Sprint and Nextel, according to WSJ, have been integrating back-
end systems like billing and customer service that would be costly
to separate again.  WSJ says that legal concerns also stop Sprint
from walking away from guaranteeing the $5.4 billion in debt under
the contracts it signed at the time of the Nextel merger.  Sources
say that major Nextel bondholders would strongly oppose lifting
Sprint's guarantee, WSJ relates.

WSJ reports that the credit crunch has also made it even more
difficult for buyers to arrange financing.  Buyers would need
significant cash to run Nextel and its network of 30,000 cellphone
towers, the report states.

Citing a person close to Sprint, WSJ relates that Sprint will hold
out for a high valuation.  WSJ states that Sprint has acknowledged
that Nextel is worth much less than it once was.  Sprint took an
almost $30 billion write-down on the Nextel acquisition earlier
this year, according to the report.

                      About Sprint Nextel
        
Sprint Nextel Corp. -- http://www.sprint.com/-- offers a            
comprehensive range of wireless and wireline communications
services bringing the freedom of mobility to consumers, businesses
and government users.  Sprint Nextel is widely recognized for
developing, engineering and deploying innovative technologies,
including two robust wireless networks serving about 54 million
customers at the end of the fourth quarter 2007; industry-leading
mobile data services; instant national and international walkie-
talkie capabilities; and a global Tier 1 Internet backbone.

                          *     *     *

The Troubled Company Reporter reported on Aug. 13, 2008, that DBRS
assigned the Sprint Nextel Corporation proposed issuance of $3.0
billion of Cumulative Perpetual Convertible Preferred Shares a
rating of BB.  The trend is negative.


SUN COUNTRY: Asks Workers to Defer Half of Wages
------------------------------------------------
Sun Country Airlines, Inc., is asking its workers to defer half
their pay, according to the Star Tribune from Minneapolis-St.
Paul.

On the week ended Sept. 26, 2008, the U.S. Federal Bureau of
Investigation searched the offices of Petters Group Worldwide, Sun
Country's owner, according to the report.  The chief executive
officer, Thomas Petters, resigned at the end of the week,
according to the report.

A sworn statement by a Bureau agent said Mr. Peters used
investors' money "for his other business ventures and to support
his extravagant lifestyle," according to the report.  The scheme
could have involved up to $2 billion, according to a tape-recorded
conversation with someone involved, according to the report.

Petters Aviation, an investor group including Petters and his
Petters Group Worldwide, along with Whitebox Advisors, acquired
Sun Country in November 2006, according to the report.  The terms
weren't disclosed at the time, according to the report.

Sun Country Airlines is a low-fare, low-cost passenger airline
that provides high quality customer service on point-to-point
routes.  The company serves leisure travel markets with a fleet of
seven new Boeing 737-800 aircrafts.

After racking up $90 million in operating losses over two years,
the Company, according to the report, ultimately discontinued all
but two charter flights a week before creditors filed an
involuntary Chapter 7 petition against it on January 9, 2002,
before the U.S. Bankruptcy Court for the District of Delaware.  
Knight Ridder/Tribune Business News reports that the Delaware
Court ordered the Chapter 7 case moved to the Bankruptcy Court for
the District of Minnesota.  

As reported by the Troubled Company Reporter, the Minnesota Court
converted the Debtor's case to Chapter 11 on March 12, 2002.  The
Minnesota Court authorized a sale of the assets in March 2002 as
an operating airline to an investor group whose bid was less than
the bank debt.


SYNTAX-BRILLIAN: Ch. 11 Examiner Wants Potter Anderson as Counsel
-----------------------------------------------------------------
BankruptcyData.com reports that James S. Feltman, the Chapter 11
examiner in the bankruptcy cases of Syntax-Brillian Corp. and its
debtor-affiliates, seeks authority from the U.S. Bankruptcy Court
for the District of Delaware to retain Potter Anderson & Corroon
as counsel.

According to the report, the Firm will be paid according to these
hourly rates.:

    Professional                    Hourly Rate
    ------------                    -----------
    Partner                         $395-$550
    Associate                       $255-$360
    Paralegal                       $160
    Case Management Assistant       $60

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:BRLC)
-- www.syntaxbrillian.com -- manufactures and markets LCD HDTVs,
digital cameras, and consumer electronics products include
Olevia(TM) brand high-definition widescreen LCD televisions and
Vivitar brand digital still and video cameras.  Syntax-Brillian is
the sole shareholder of California-based Vivitar Corporation.

The company and two of its affiliates -- Syntax-Brillian SPE,
Inc., and Syntax Groups Corp. -- filed for Chapter 11 protection
on July 8, 2008 (Bankr. D. Delaware Lead Case No.08-11409 through
08-11409.  Dennis A. Meloro, Esq., and Victoria Watson Counihan,
Esq., at Greenberg Traurig LLP, represent the Debtors in their
restructuring efforts.  Five members compose the Official
Committee of Unsecured Creditors.  Epiq Bankruptcy Solutions, LLC
is the Debtors' balloting, notice, and claims agent.

When the Debtors filed for protection against their creditors,
they listed total assets of $175,714,000 and total debts of
$259,389,000.


THAYER POWER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Thayer Power and Communication Line
        Construction Company, Inc.
        7400 Market Road
        P.O. Box 915
        Fairview, PA 16415

Bankruptcy Case No.: 08-11904

Type of Business: The Debtor provides non-residential construction
                  services.
                  See: http://www.thayerpc.com/

Chapter 11 Petition Date: October 4, 2008

Court: Western District of Pennsylvania (Erie)

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

Estimated Assets: Less than $50,000

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

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

             http://bankrupt.com/misc/pawb08-11904.pdf
                       

THOMAS INDUSTRIES: Milliken Withdraws $24,000,000 Offer
-------------------------------------------------------
Terry Brennan of The Deal.com reports that the $24 million sale of
TI Acquisition, LLC, to Milliken & Co. collapsed when the
stalking-horse bidder pulled its offer.

Milliken had offered to acquire the Debtor's assets for $24
million.  Milliken and the Debtor negotiated the sale prior to the
bankruptcy filing.

The asset purchase agreement, according to the report, was pulled
by the prospective buyer when certain required covenants weren't
met, said Christopher Phillips, Esq., at Lambert, Cifelli, Stokes,
Ellis & Nason, who represents the Official Committee of Unsecured
Creditors.

As reported by the Troubled Company Reporter on August 20, 2008,
the Debtor obtained permission from the U.S. Bankruptcy Court for
the Northern District of Georgia in Rome to sell its assets at a
Sept. 26 auction.

According to court documents, the Debtor owes secured creditor
Bank of America NA at least $27.8 million.

                        About TI Acquisition

Dalton, Georgia-based TI Acquisition, LLC, does business as Thomas
Industries, Monticello Floors, Mattel, Superior Yarn Technology,
Mattel Carpet & Rug, Thomas Industries, and Templeton Carpet
Mills.  It manufactures carpets and textiles.  It filed its
chapter 11 petition on July 27, 2008 (Bankr. N.D. Ga. Case No. 08-
42370).  Richard T. Klingler, Esq., at Kennedy, Koontz & Farinash,
represents the Debtor in its restructuring efforts.  An official
committee of unsecured creditors has been appointed in the case.  
Michael E. Baum, Esq., and Brendan G. Best, Esq., at Schafer and
Weiner, Pllc, in Bloomfield Hills, Michigan, represent the panel.

When the Debtor filed for bankruptcy, it listed assets of $10
million to $50 million and debts of $50 million to $100 million.  
The Debtor listed $3,213,604 in unsecured debt owed to Honeywell
Nylon, LLC and $1,326,415 owed to Southern Polymer, Inc.

William Rochelle at Bloomberg News reports that the Debtor partly
blamed its financial demise on Propex Inc.'s chapter 11 bankruptcy
filing in January.  Propex is one of the Debtor's largest clients.


THOMAS INDUSTRIES: Committee Taps Hays Financial as Advisors
------------------------------------------------------------
The Unsecured Creditors Committee in the bankruptcy case of TI
Acquisition LLC tapped Hays Financial Consulting as its financial
advisors.  The Committee wants to retain the firm, nunc pro tunc
to August 21, 2008.  The Committee filed its application on
October 1.

The U.S. Bankruptcy Court for the Northern District of Georgia
granted the Committee's request.  In its order, the Court
indicated that "Order and Notice GRANTING Application to Employ
Hays Financial Consulting, LLC as Financial Advisors for Creditors
Committee giving 20 days for objections."

The Committee needs a financial advisor to perform these services:

   -- financial and operational analyses regarding the Debtor;

   -- regular reports on key Debtor financial and operational
      indices and updates on the Sec. 363 sales processes;

   -- valuation and corporate finance expertise regarding sale of
      the Debtor's assets or operating units;

   -- analysis of preferences, claims, avoidance actions,
      fraudulent conveyances, etc.;

   -- forensic investigations, accounting and litigation support;

   -- electronic discovery services; and

   -- asset recovery and disposition services.

The firm's professionals will bill at these hourly rates:

   Professional                        Hourly Rate
   ------------                        -----------
   Managing principal/director         $300 - $350
   Director                            $200 - $300
   Manager                             $100 - $250
   Senior Associate/Associate          $100 - $150
   Administrative staff                 $50 -  $75

Christopher Tierney, managing director at the firm, attests that
the firm is disinterested and holds or represents no interests
adverse to the Committee.

                        About TI Acquisition

Dalton, Georgia-based TI Acquisition, LLC, does business as Thomas
Industries, Monticello Floors, Mattel, Superior Yarn Technology,
Mattel Carpet & Rug, Thomas Industries, and Templeton Carpet
Mills.  It manufactures carpets and textiles.  It filed its
chapter 11 petition on July 27, 2008 (Bankr. N.D. Ga. Case No. 08-
42370).  Richard T. Klingler, Esq., at Kennedy, Koontz & Farinash,
represents the Debtor in its restructuring efforts.  An official
committee of unsecured creditors has been appointed in the case.  
Michael E. Baum, Esq., and Brendan G. Best, Esq., at Schafer and
Weiner, Pllc, in Bloomfield Hills, Michigan, represent the panel.

When the Debtor filed for bankruptcy, it listed assets of $10
million to $50 million and debts of $50 million to $100 million.  
The Debtor listed $3,213,604 in unsecured debt owed to Honeywell
Nylon, LLC and $1,326,415 owed to Southern Polymer, Inc.

William Rochelle at Bloomberg News reports that the Debtor partly
blamed its financial demise on Propex Inc.'s chapter 11 bankruptcy
filing in January.  Propex is one of the Debtor's largest clients.


THORNBURG MORTGAGE: Moody's Affirms Preferred Stock Rating at 'Ca'
------------------------------------------------------------------
Moody's Investors Service affirmed Ca and C senior debt and
preferred stock ratings, respectively of Thornburg Mortgage, Inc.
Thornburg's Ca debt rating remains under review for possible
downgrade.

Moody's said that following further deterioration in the broad
credit and specifically mortgage-backed securities markets, as
well as disagreements over the interpretation of the Override
agreement, Thornburg's repo counterparties made additional margin
calls on the REIT and failed to advance funds severely
constraining Thornburg's liquidity.  As a result, under Maryland
law the REIT is prohibited from offering the cash portion of
consideration to its preferred shareholders since, given its
liquidity position, such payment would cause the company not to be
able to pay its debts as they become due in the usual course of
business or the company's total assets would be less than the sum
of its total liabilities.

Therefore, Thornburg further amended its exchange offer and
consent solicitation and extended it until October 31, 2008.  The
revised consideration includes no cash component and 3 shares of
Thornburg's common stock (after giving effect to a 1:10 reverse
stock split announced on September 26, 2008).  In addition, since
the REIT failed to complete the exchange offer by September 30,
2008, the holders of Senior Subordinated Secured notes became
entitled to receive additional warrants, and the $188.6 million in
escrow funds were returned to investors.

The interest rate on Senior Subordinated Secured notes remained at
18% subject to Thornburg completing the exchange offer and consent
solicitation by October 31, 2008, at which point it would be
reduced to 12%.  In addition, PPA investors agreed to accept their
September 30, 2008 interest payment in additional Senior
Subordinated Secured notes in lieu of cash due to Thornburg's
cash-strapped position.

Thornburg's Ca senior debt rating reflects heightened likelihood
of default and the potential for above average loss severity in
the event of default.  Positively, the senior debt has a senior
lien on the equity of certain subsidiaries, the MSR assets and a
claim on the interest payments on the securities subject to the
override agreement.

The review for downgrade reflects the uncertainty of the impact of
Thornburg's efforts to restructure its balance sheet on its
ultimate capital structure and cash flows available to service
interest on senior debt.

An upgrade of Thornburg's senior debt is unlikely in the near term
due to its highly levered balance sheet, uncertainty about the
size and the quality of the REIT's unencumbered asset base going
forward, as well as doubts about the REIT's ability to continue to
be a going concern.  A rating downgrade of Thornburg's senior debt
to C in the near term would most likely occur should the REIT be
unable to comply with its senior debt covenants.

These ratings were affirmed:

  * Thornburg Mortgage, Inc. -- senior unsecured debt at Ca under
    review for possible downgrade, senior unsecured shelf at (P)Ca
    under review for possible downgrade, preferred stock at C,
    preferred shelf at C.

Thornburg Mortgage, Inc. (NYSE: TMA) based in Santa Fe, New
Mexico, USA, is a single-family mortgage portfolio lender and
originator organized as a REIT.  As of June 30, 2008, Thornburg
Mortgage reported assets of approximately $28.8 billion.


TOSHA RESTAURANTS: Says Queensbury Franchise to Remain Open
----------------------------------------------------------
Robert Gonzalez, a spokesman for Denny's Corp., the Spartanburg,
S.C., chain of restaurants, said that Denny's -- Tosha Restaurants
LLC's restaurant franchise at 248 Quaker Road in Queensbury --
will remain open while Tosha Restaurants restructures, The
Business Review (Albany) reported Friday.

Tosha Restaurants LLC filed for Chapter 11 reorganization on
Sept. 17.

Tosha Restaurants LLC listed assets of $817,850 and liabilities of
$1,149,000.  Its major creditor is Rynik Properties Queensbury
LLC, to which it owes $310,000.

                     About Tosha Restaurants

Based in Queensbury, New York, Tosha Restaurants LLC operates the
Denny's Corp.'s franchise at 248 Quaker Road in Queensury.  The
company filed for Chapter 11 relief on Sept. 17, 2008 (Bankr. N.D.
N.Y. Case No. 08-13069).  Robert J. Rock, Esq. represents the
Debtor as counsel.  When the Debtor filed for protection from its
creditors, it listed assets of $100,000 to $1 million, and debts
of $1 million to $100 million.


TRIARC COS: Completes Merger With Wendy's International
-------------------------------------------------------
Triarc Companies, Inc., and Wendy's International, Inc., have
completed their merger transaction.  Effective immediately, the
combined company will be named Wendy's/Arby's Group, Inc.

Wendy's/Arby's Group's President and CEO Roland C. Smith, said, "I
am delighted to announce the completion of this merger, which
creates a world-class company with the strength, scale and
expertise necessary to thrive in a competitive restaurant
environment.  As one company, we are well-positioned to deliver
long-term value to our stockholders through enhanced operational
efficiencies, improved product offerings, shared services and
strong human capital.  We have worked together diligently to close
this transaction over the past several months, and will push
forward with that same intensity."

Under the merger agreement, Wendy's shareholders received 4.25
shares of Triarc's Class A common stock for each common share of
Wendy's. In addition, each outstanding share of Triarc Class B
common stock, Series 1, was converted into one share of Triarc
Class A common stock, resulting in a post-merger company with a
single class of common stock.  Commencing on Sept. 30, 2008, the
combined company traded under the symbol "WEN" on the New York
Stock Exchange.  In addition, the company launched a new corporate
web site at http://www.wendysarbys.comconcurrently with the  
opening of the stock market on that date.

The company's Board of Directors was expanded from 11 to 12
members.  As previously announced, Russell V. Umphenour, Jr. has
resigned and two former Wendy's directors, Janet Hill and J.
Randolph Lewis, have been appointed to the Board of Directors.  
Additionally, Roland C. Smith has assumed the position of
President and Chief Executive Officer of Wendy's/Arby's Group and
CEO of Wendy's, Thomas A. Garrett has assumed the role of
President and Chief Executive Officer of Arby's, Michael I.  
Lippert has assumed the role of Chief Operating Officer of Arby's,
J. David Karam has assumed the position of President of Wendy's,
Stephen D. Farrar has assumed the position of Chief Operating
Officer of Wendy's and Kenneth C. Calwell has assumed the position
of Chief Marketing Officer of Wendy's.

Nelson Peltz, non-executive Chairperson of the Board of Directors
of Wendy's/Arby's Group, said, "Our Board is very pleased to
welcome Janet Hill and Randy Lewis and we look forward to working
with them as we build our new restaurant company.  We would also
like to thank Russ Umphenour for his valuable contributions to the
Triarc Board over the years.  We wish him all the best in his
future endeavors."

Wendy's/Arby's Group will hold a conference call for analysts and
investors in early November to discuss third quarter financial
results, as well as to provide an update on the progress of the
combined company's merger integration activities.

                About Wendy's/Arby's Group, Inc.

Wendy's/Arby's Group, Inc. -- http://www.wendysarbys.com-- is a  
quick-service restaurant company in the United States and is the
franchisor of the Wendy's(R) and Arby's(R) restaurant systems.  
The combined restaurant systems include more than 10,000
restaurants in 50 states and 21 countries worldwide.  

                   About Triarc Companies Inc.

Triarc Companies Inc. (NYSE: TRY.B or TRY) --
http://www.triarc.com/-- is a holding company and, through its    
subsidiaries, is the franchisor of the Arby's restaurant system
and the owner of approximately 94% of the voting interests,
64% of the capital interests and at least 52% of the profits
interests in Deerfield & Company LLC, an asset management firm.   
The Arby's restaurant system is comprised of approximately 3,600
restaurants, of which, as of Dec. 31, 2006, 1,061 were owned and
operated by the company's subsidiaries.

Deerfield & Company LLC, through its wholly-owned subsidiary,
Deerfield Capital Management LLC, is a Chicago-based asset manager
offering a diverse range of fixed income and credit-related
strategies to institutional investors with about
$13.2 billion under management as of Dec. 31, 2006.

                About Wendy's International

Based in Dublin, Ohio, Wendy's International Inc. (NYSE:
WEN) -- http://www.wendysintl.com/-- is one of the world's      
largest and most successful restaurant operating and franchising
companies, with more than 6,300 Wendy's Old Fashioned Hamburgers
restaurants in North America and more than 300 international
Wendy's restaurants.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 13, 2008,
Moody's Investors Service stated that the ratings of Wendy's
International Inc. remain on review for possible downgrade after
the company's disclosure in its most recent 10-Q filing that it
does not intend to renew its $200 million revolving credit
facility that expires on Sept. 1, 2008.  Ratings on review for
further possible downgrade are: (i) corporate family rating at
Ba3; (ii) probability of default rating at Ba3; (iii) senior
unsecured notes rating at Ba3; (iv) senior unsecured shelf rating
at (P)Ba3; (v) subordinated shelf at (P)B2; and (vi) preferred
stock shelf at (P)B2.


TROPICANA ENT: Wants to Assume Control of Atlantic City Casino
--------------------------------------------------------------
Tropicana Entertainment, LLC intends to submit an application
to the New Jersey Casino Control Commission for permission to
assume operational control over its Atlantic City Casino & Resort.
The company stated that the application is a key component in a
reorganization framework that contemplates a minimum acceptable
sale price for the casino of $950 million in cash.  The framework
is supported by the official creditors committee in Tropicana's
Chapter 11 cases.

In the Delaware filing, Tropicana said that if it were to assume
control of the casino it would petition to have the property
integrated with its other holdings and placed under the
jurisdiction of the Delaware Bankruptcy Court.  That move would
give Tropicana's new management the ability to tap financing and
other resources to make needed capital improvements to the
oceanfront gaming facility.

"Our creditors, our employees and our neighbors in Atlantic City
cannot afford to have this marquee Atlantic City property
purchased at a severely depressed price," Scott C. Butera,
Tropicana CEO, said. "Instead of engaging in a forced sale in the
midst of an unprecedented financial crisis, we want to
reinvigorate the management of the property, make significant
investments in needed upgrades, and assess the options.  It just
seems like the prudent thing to do for everyone involved."

The Court filing provided a timeline for addressing concerns of
regulators, creditors, taxpayers and other stakeholders.
Tropicana said that within 45 days of regaining control, it would
submit a detailed work plan for upgrading casino operations and
performance.

No later than 60 days after that plan is submitted, the company
said it would deliver its assessment on how to achieve the
highest value for the casino.  If the best option is a sale,
then Tropicana pledged to conduct an auction and would
contemplate asking the bankruptcy court to authorize a sale
of the casino at a price of at least $950 million, subject to
Tropicana's exercise of its fiduciary duty to maximize value for
creditors.  On the other hand, if the best value alternative is to
defer the sale option and continue operating the casino, then
Tropicana will include the property in its Chapter 11
reorganization plan.

Tropicana's reorganization plan will reconfirm the company's
prior termination of all agreements and relationships with
William J. Yung and any and all of his business entities.  The
emergent Tropicana will have entirely new ownership and expects
to have the necessary capital to support the company's longer
range business plan.  Tropicana also says that its plan will
provide that Mr. Yung's existing ownership interests be eliminated
such that he will have no ownership role, involvement or any other
interest whatsoever in the reorganized company.

The new management team is headed by CEO Scott C. Butera.  Since
taking over he has brought in top level casino executives to
help revitalize the Tropicana brand and bring a new level of
management excitement to Atlantic City.

Robert G. Yee, a veteran gaming executive, leads Mr. Butera's
operating team and oversees casino operations.  He has more than
30 years of gaming experience, nearly half of it gained at
Atlantic City-based companies.  He is the former president of
Paris/
Bally's Hotels & Casino Resorts in Las Vegas, where he was
responsible for gaming, hotel, food and beverage, retail,
entertainment and marketing.

"[Mr. Yee] brings our organization precisely the kind of operating
know-how that we need to sharpen our brand offerings and to guide
the development of the management and control systems we need to
achieve operating excellence," Mr. Butera said.  "What impresses
us most about him is his deep working knowledge of the casino
business and his hands-on style."

>From 1996-2003, Mr. Yee held senior management positions with
Casino Windsor (CEO) and Casino Rama (CEO) in Canada.  From 1981
to 1995, he was in casino operations management with Playboy,
Pratt, and Trump International, all in Atlantic City, and with
Carnival Hotels and Casinos in Miami and Nassau.

Mr. Yee joins a group of recently named company officers who have
an average experience level in excess of 20 years.  Bob Kocienski,
former head of finance for the Mirage and Golden Nugget in Las
Vegas, heads the finance team.  Marc Rubinstein, the new chief
legal officer, served in similar roles for Wynn and Caesars
Palace. Cass Palmer, formerly with Boyd Gaming, now leads the
company's human resources group.

The Tropicana management team also includes newly appointed and
experienced vice presidents: Charles H. Barry is the new head of
security and surveillance; Joseph M. Long is the company's chief
information officer; and Elizabeth Guth is the new head of risk
management.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary
of Tropicana Casinos and Resorts. The company is one of the
largest privately-held gaming entertainment providers in the
United States. Tropicana Entertainment owns eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a   
plan through and including January 12, 2009, and to solicit votes
on the plan through and including March 13, 2009.

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


US DATANET: Case Summary & 48 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: US Datanet Corporation
        aka USA Datanet
        318 South Clinton Street, Suite 502
        Syracuse, NY 13202

Bankruptcy Case No.: 08-32560

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
USD CLEC, Inc.                                     08-32561
USD Management and Network Services, Inc.          08-32562

Type of Business: The Debtors provide telecommunication services.
                  http://www.usadatanet.com  

Chapter 11 Petition Date: October 3, 2008

Court: Northern District of New York (Syracuse)

Judge: Margaret M. Cangilos-Ruiz

Debtor's Counsel: John R. Weider, Esq.
                  jweider@hselaw.com
                  Harter, Secrest & Emery LLP
                  1600 Bausch & Lomb Place
                  Rochester, NY 14604
                  Tel: (585)232-6500
                  Fax: (585)232-2152

                  Estimated Assets   Estimated Debts
                  ----------------   ---------------
US Datanet        Less than $50,000  $1 million to
                                     $10 million

USD CLEC          $1 million to      $1 million to
                  $10 million        $10 million

USD Management    $1 million to      $1 million to
                  $10 million        $10 million

A. US Datanet's list of largest unsecured creditors is available
   for free at:

            http://bankrupt.com/misc/califnb08-32560.pdf

B. USD CLEC's list of largest unsecured creditors is available for
   free at:

            http://bankrupt.com/misc/califnb08-32561.pdf
              
C. USD Management's list of largest unsecured creditors is
   available for free at:

            http://bankrupt.com/misc/califnb08-32562.pdf


US ENERGY: Says Well Problem Requires Exclusivity Extension
-----------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Energy
Systems, Inc., and its debtor-affiliates asked the U.S. Bankruptcy
Court for the Southern District of New York for an extension of
their exclusive right to solicit votes for two Chapter 11 plans
because of unexpected technical problems with a natural gas well
in the U.K.

The disclosure statement to the Plans have not been yet filed,
according to the report.

The Debtors, according to the report, disclosed in a court filing
on Oct. 1 that they shut down the electric generating plant in the
U.K. for maintenance and in the process was required to shut down
the gas well that supplied most of the energy for the plant.

Unexpectedly, the gas well couldn't be restarted, probably because
of the penetration of water into the well, according to the
report.  New wells, according to the report, must be drilled early
next year before the generating plant can
be returned to full production.

The Debtors say the problems changed "short term economics" and
will require amending the proposed plans, according to the report.  
The Debtors say they're not aware of anyone else "interested in
promulgating a plan," according to the report.

The Court has set a hearing on Oct. 14, 2008, to consider
extending the exclusive period as requested, according to the
report.

                      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).  There are 34 affiliates who filed
for 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 also 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 US$258,200,000 and total debts of US$175,300,000.


VERENIUM CORP: Amends Employment Agreement with CEO Carlos Riva
---------------------------------------------------------------
Verenium Corporation disclosed in a Securities and Exchange
Commission filing that it entered into an amended and restated
employment agreement with Carlos A. Riva, the Company's President,
Chief Executive Officer, and a member of the Board of Directors of
the Company.  The Amended Employment Agreement amends and restates
the employment agreement entered into between the Company and Mr.
Riva on June 20, 2007.

Mr. Riva will be paid a monthly base salary of $41,250, and will
be eligible to receive an annual performance-based incentive bonus
of up to a maximum of 60% of his base salary earned during the
period.

The Company also has entered into new employment agreements with
each of William H. Baum, Gerald M. Haines II, Mary Ellen Jones,
John R. Malloy, Jr., and Janet Roemer.  The Executives will be
paid base salaries at the semi-monthly rates of $15,309.25,
$11,666.66, $9,843.75, $12,016.66, and $11,666.66, respectively,
and each will be eligible to receive an annual performance-based
incentive bonus up to a maximum of 50% of his or her base salary
earned in that period.

The Amended Employment Agreement with Mr. Riva amends the terms of
the option to purchase 1,000,000 shares of Company common stock
Mr. Riva received pursuant to the Original Agreement.  The Company
said 624,146 of the Options will remain time-based options and
will vest as originally intended over a 4-year period, with 1/12
of the Time Based Options vesting on Sept. 30, 2008, and an
additional 1/12 of the Time Based Options vesting on the final day
of each quarter of each calendar year thereafter until all Time
Based Options have vested.

The Company said 375,854 of the Options will be performance-based
options and will vest seven years from the date of grant of the
Options, provided that Mr. Riva remains employed by the Company
until such time.  The Performance Based Options are also subject
to accelerated vesting upon the achievement of specific
performance goals to be set by the Compensation Committee of the
Board of Directors, the achievement of which would cause a portion
of the Performance Based Options to be converted to options that
will vest in equal monthly installments over a four year period
from the date of initial grant.  During the term of the Amended
Employment Agreement and the Employment Agreements, Mr. Riva and
the Executives shall be entitled to receive benefits similar to
those that the Company makes available to other similarly situated
employees.

In the event that Mr. Riva or an Executive is terminated without
cause or resigns for good reason, the Company will pay the
affected individual's severance pay in the amount of his or her
then-current annual base salary, plus a pro rated Bonus Amount
equal to the higher of (i) the individual's Bonus Amount for the
year in which the termination occurs, or (ii) the average Bonus
Amount paid to the terminated individual in the two fiscal years
prior to his or her termination date.  

The Severance Payment will be paid in equal installments over a
period of 12 months and the terminated individual will also be
eligible to receive 12 months of COBRA payments for health and
dental benefits.  Additionally, the vesting of the terminated
individual's stock options will accelerate in the event that he or
she is terminated without cause or resigns for good reason.  The
vesting of the terminated individual's Time Based Options,
Converted Performance Based Options and restricted stock will
automatically accelerate as if the individual had been employed by
the Company for an additional twenty-four months as of the date of
the termination and shall no longer be subject to forfeiture or a
right to repurchase by the Company as of the date of termination.

Additionally, in the case of Mr. Riva, the Board or the
Compensation Committee will determine, based upon certain agreed
guidelines, if a portion of the Performance Based Options that, at
the time of termination, have not yet become Converted Performance
Based Options, should be treated as Converted Performance Based
Options and be accelerated as if Mr. Riva had been employed by the
Company for an additional 24 months as of the date of the
termination.

In the event that Mr. Riva or an Executive is terminated without
cause or resigns for good reason within 15 months following the
effective date of a change of control of the Company, he or she
shall receive all the Severance Payments and benefits.  In
addition, all Time Based Options and Converted Performance Based
Options that are unvested will be immediately accelerated such
that they will be fully vested.  Also, the vesting of any
Performance Based Options that have not become Converted
Performance Based Options shall be accelerated so that such
options shall vest in substantially equal monthly installments,
commencing from the date of the change in control until the
earlier of the original vesting date of such options, or the date
which is four years after the change in control.

                       About Verenium Corp.

Based in Cambridge, Massachusetts, Verenium Corporation  (Nasdaq:
VRNM) -- http://www.verenium.com/-- is engaged in the development     
and commercialization of next-generation cellulosic ethanol, an
environmentally-friendly and renewable transportation fuel, as
well as high-performance specialty enzymes for applications within
the alternative fuels, specialty industrial processes, and animal
nutrition and health markets.  

                 Going Concern/Possible Bankruptcy

As reported in the Troubled Company Reporter on April 1, 2008,
Ernst & Young LLP, in San diego, expressed substantial doubt about
Verenium Corporation's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring operating losses and accumulated deficit of
$437.1 million at Dec. 31, 2007.

Based on the company's operating plan, its existing working
capital is not sufficient to meet the cash requirements to fund
the company's planned operating expenses, capital expenditures,
and working capital requirements through Dec. 31, 2008, without
additional sources of cash or the deferral, reduction or
elimination of significant planned expenditures.

The company's plan to address the expected shortfall of working
capital is to generate additional financing through a combination
of corporate partnerships and collaborations, federal and state
grant funding, incremental product sales, selling or financing
assets, and, if necessary and available, the sale of equity or
debt securities.  If the company is unsuccessful in raising
additional capital from any of these sources, it will defer,
reduce, or eliminate certain planned expenditures.

The company said it will continue to consider other financing
alternatives including but not limited to, a divesture of all or
part of its business.  If the company cannot obtain sufficient
additional financing in the short-term, it may be forced to
restructure or significantly curtail its operations, file for
bankruptcy or cease operations.


VIACK CORPORATION: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Viack Corporation
        14811 N. Kierland Boulevard, Suite 100
        Scottsdale, AZ 85254

Bankruptcy Case No.: 08-13582

Type of Business: The Debtor provides communication and encryption
                  softwares.
                  See: http://www.viack.com/

Chapter 11 Petition Date: October 3, 2008

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Michael W. Carmel, Esq.
                  michael@mcarmellaw.com
                  Michael W. Carmel, Ltd.
                  80 E. Columbus Avenue
                  Phoenix, AZ 85012-4965
                  Tel: (602) 264-4965
                  Fax: (602) 277-0144

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

             http://bankrupt.com/misc/azb08-13582.pdf


WESTAFF INC: Has New Forbearance Deal with Wells Fargo, et al.
--------------------------------------------------------------
Westaff Inc. reached a new forbearance agreement with U.S. Bank
National Association and Wells Fargo Bank, National Association.
Westaff CEO and chairman Michael T. Willis further outlined
operational steps designed to set the stage for renewed growth.
Westaff entered into a Second Amended and Restated Forbearance
Agreement with U.S. Bank National Association and Wells Fargo
Bank, National Association effective Sept. 30, 2008.  

Under the terms of this Forbearance Agreement, the banks have
agreed to forebear from exercising any remedies that they may have
against the company through Nov. 21, 2008, as a result of certain
events of default under its credit facility which occurred on
April 19, 2008.

"The Banks willingness to grant an additional period of
forbearance is very favorable for the company and we are
committed to working diligently and cooperatively with our
banking partners to agree upon a longer-term resolution," Westaff
CEO and Chairman Michael T. Willis, commented.  "Westaff is
continuing to focus on growing our U.S. operations and achieving
additional milestones toward improving our business."

Mr. Willis underlined that the Forbearance Agreement has a
positive effect in that it allows the Company to focus on
ongoing operations. Willis added that at present, the credit
facility's sole purpose is to provide collateral for Westaff's
workers' compensation insurance program.  "Westaff has sufficient
working capital to fund our operations and strategic growth
objectives. Our business remains sound, and we are continuing to
accomplish our financial, sales and customer service objectives,"
said Willis.  "The recent sale of our Australia and New Zealand
subsidiaries, whereby the company expects to receive net cash
proceeds of approximately $7.5 million following payment of
taxes, transaction expenses and repaying subsidiary indebtedness,
underscores this fact. The recently reported $3.0 million loan
from Westaff's largest stockholder, DelStaff, LLC, also
demonstrates the positive support that we have from our largest
investor."
                       About Westaff Inc.

Based in Walnut Creek, California, Westaff Inc. (Nasdaq: WSTF)
-- http://www.westaff.com/-- provides staffing services and    
employment opportunities for businesses in global markets.  
Westaff annually employs in excess of 125,000 people and services
more than 20,000 client accounts from more than 177 offices
located throughout the United States, Australia and New Zealand.

                          *     *     *

The company has incurred operating losses and negative operating
cash flow since the second quarter of fiscal 2007, offset by
slight operating income in the fourth quarter of fiscal 2007.  The
company says it it expects to incur additional losses in the
future, particularly because of current soft economic conditions.

In addition, the company is currently in default under the primary
credit facility that it uses to finance its operations.   If the
company is unable to obtain a waiver or continued forbearance from
the U.S. Bank National Association on acceptable terms, the
company may be unable to access the funds necessary for its
liquidity requirements or may be unable to obtain letters of
credit under the facility needed for the company to obtain
workers' compensation insurance.  In that case, its business and
operating results would be adversely affected.
                       

WESTAFF INC: Selling Aussie and New Zealand Units to Humanis Blue
-----------------------------------------------------------------
Westaff, Inc., disclosed in a Securities and Exchange Commission
filing that it has entered into a definitive agreement to sell its
Australia and New Zealand subsidiaries to Humanis Blue Pty Ltd.,
an Australian company and subsidiary of Humanis Group Limited, in
a transaction valued at approximately US$15 million, consisting of
a combination of cash and debt.  Humanis is a Melbourne,
Australia-based company involved in the accumulation of
recruitment providers in select verticals and Westaff's Australia
and New Zealand businesses are its first acquisition.

Upon completion of the transaction, the divestiture would mark
Westaff's exit from non-core international operations, and
represent the culmination of several strategic steps that Westaff
has taken with the objective of improving its business and its
operations.

"This is an extremely positive step, and one that would position
Westaff to sharpen its focus on the strength of its United States
operations," commented Westaff CEO and Chairman Michael T. Willis.  
"In addition, we expect that this sale would provide us with the
opportunity to re-invest in our core business and pursue our
growth objectives."

Upon completion of the sale, Westaff intends to focus on
establishing and executing a new strategy to leverage its core
competencies, experience, and market understanding.  Westaff
expects to announce these new strategic goals and related
operational milestones in the near future upon completion of the
sale.

Under the terms of the agreement, Humanis will purchase Westaff's
Australia and New Zealand subsidiaries for approximately US$13.3
million in cash at closing and US$2.5 million in the form of a
deferred payment promissory note due one year after closing.  
Westaff expects to receive net cash proceeds of approximately
US$7.5 million following payment of taxes, banking and legal fees
and the repayment of certain outstanding debts.  The transaction
is subject to customary closing conditions and is expected to
close on Nov. 3, 2008.  Approval by Westaff's shareholders is not
a condition to the closing of the sale.

                      About Westaff Inc.

Based in Walnut Creek, California, Westaff Inc. (Nasdaq: WSTF)
-- http://www.westaff.com/-- provides staffing services and
employment opportunities for businesses in global markets.
Westaff annually employs in excess of 125,000 people and services
more than 20,000 client accounts from more than 177 offices
located throughout the United States, Australia and New Zealand.

                         *     *     *

The company has incurred operating losses and negative operating
cash flow since the second quarter of fiscal 2007, offset by
slight operating income in the fourth quarter of fiscal 2007.  The
company says it it expects to incur additional losses in the
future, particularly because of current soft economic conditions.

In addition, the company is currently in default under the primary
credit facility that it uses to finance its operations.   If the
company is unable to obtain a waiver or continued forbearance from
the U.S. Bank National Association on acceptable terms, the
company may be unable to access the funds necessary for its
liquidity requirements or may be unable to obtain letters of
credit under the facility needed for the company to obtain
workers' compensation insurance.  In that case, its business and
operating results would be adversely affected.


WESTAFF INC: Names Sean Wong as Vice President Controller
---------------------------------------------------------
Westaff, Inc. disclosed in a Securities and Exchange Commission
filing it has appointed Sean Wong as Vice President, Controller.
Mr. Wong assumes this role immediately and is responsible for
financial and accounting functions of the company, including
internal and SEC financial reporting, as well as ensuring
compliance with company financial and accounting policies and
procedures, and creating and maintaining effective internal
controls in a public environment.

Mr. Wong Sean, a CPA, has over 19 years of experience in the
accounting arena and over a decade of experience as a Controller.
He most recently served the Controller for Tiburon, Inc. where he
served for more than three years prior to joining Westaff. He
holds a BA in Business Economics from the University of
California, Santa Barbara.

"I am extremely excited to be able to join the Westaff team," Mr.
Wong commented.  "There have been an impressive number of very
strong new hires and I feel privileged to be among them. I have
very high expectations for Westaff and for the role I will play
there."

"Sean is an established and proven accounting professional and
will certainly fit in with the strong management team that has
been assembled here in recent months," noted Westaff CFO Christa
Leonard.  "I am confident that Sean's experience coupled with his
reputation and his can-do attitude will make him an integral part
of our Accounting team."

                       About Westaff Inc.

Based in Walnut Creek, California, Westaff Inc. (Nasdaq: WSTF)
-- http://www.westaff.com/-- provides staffing services and
employment opportunities for businesses in global markets.
Westaff annually employs in excess of 125,000 people and services
more than 20,000 client accounts from more than 177 offices
located throughout the United States, Australia and New Zealand.

                         *     *     *

The company has incurred operating losses and negative operating
cash flow since the second quarter of fiscal 2007, offset by
slight operating income in the fourth quarter of fiscal 2007.  The
company says it it expects to incur additional losses in the
future, particularly because of current soft economic conditions.

In addition, the company is currently in default under the primary
credit facility that it uses to finance its operations.   If the
company is unable to obtain a waiver or continued forbearance from
the U.S. Bank National Association on acceptable terms, the
company may be unable to access the funds necessary for its
liquidity requirements or may be unable to obtain letters of
credit under the facility needed for the company to obtain
workers' compensation insurance.  In that case, its business and
operating results would be adversely affected.


WREN ALEXANDER: Case Summary & Two Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Wren Alexander Investments, LLC
        19026 Stone Oak Parkway #210B
        San Antonio, TX 78258

Bankruptcy Case No.: 08-52914

Chapter 11 Petition Date: October 3, 2008

Court: Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: Dean William Greer, Esq.
                  dwgreer@sbcglobal.net
                  2929 Mossrock, Suite 117
                  San Antonio, TX 78230
                  Tel: (210) 342-7100
                  Fax: (210) 342-3633

Total Assets: $5,850,447

Total Debts: $147,690,000

Debtor's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
nternal Revenue Service        4th Lien;             $144,000,000
P. O. Box 21126                Value:
Philadelphia, PA 19114         $4,300,000

Cox & Smith, Inc.              Legal Fees            $13,000
112 E. Pecan #1800
San Antonio, TX 78205



XRITE INC: Names New Four Board Members Under Investment Deals
--------------------------------------------------------------
X-Rite, Incorporated, disclosed in a Securities and Exchange
Commission filing that pursuant to the terms and conditions set
forth in an Investment Agreement dated Aug. 20, 2008, with OEPX,
LLC, a Delaware limited liability company managed by One Equity
Partners, the Company has agreed to cause three individuals
nominated by OEP to be elected or appointed to the Board.

In addition, pursuant to the terms and conditions of the
Investment Agreement, dated Aug. 20, 2008, with Sagard Capital
Partners, L.P. and Tinicum Capital Partners II, L.P., Tinicum
Capital Partners II Parallel Fund, L.P. and Tinicum Capital
Partners II Executive Fund L.L.C., the Company has also agreed to
cause one person nominated by Sagard to be elected or appointed to
the Board.

On Sept. 22, 2008, Stanley W. Cheff, Mario Fontana, Massimo S.
Lattmann and Paul R. Sylvester tendered their conditional
resignations from the Board of Directors of the Company, effective
upon and subject to the closing of the Issuances.

On Sept. 22, 2008, the Board conditionally appointed David M.
Cohen, David A. Eckert and Colin M. Farmer as the OEP Nominees and
Daniel M. Friedberg as the Sagard Nominee, effective upon and
subject to the closing of the Issuances.

Pursuant to the terms and conditions in the Investment Agreements,
effective upon and subject to the closing of the Issuances, the
new directors will be entitled to certain rights to serve on the
committees of the Board.  The committees to which the new
directors will be named have not yet been determined.  

                           About X-Rite

X-Rite Incorporated (NASDAQ:XRIT) -- http://www.xrite.com/--   
including unit Pantone Inc., develops, manufactures, markets and
supports innovative color solutions through measurement systems,
software, color standards and services. X-Rite serves a range of
industries, including printing, packaging, photography, graphic
design, video, automotive, paints, plastics, textiles, dental and
medical.  

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 27, 2008,
Standard & Poor's Ratings Services revised its CreditWatch on X-
Rite Inc. to positive from developing.

On Aug. 20, 2008, X-Rite Inc. (CCC+/Watch Pos/--) announced that
it had signed a forbearance and new lender agreement and investor
agreements that include a plan to substantially reduce debt,
primarily through the issuance of $155 million in common equity to
new and certain existing shareholders.  The agreement also
provides the company with access to up to $10 million on its
revolving credit agreement.


* George Bush Signs $700 Billion Bailout Plan Into Law
------------------------------------------------------
Greg Hitt and Deborah Solomon at The Wall Street Journal report
that President George W. Bush signed into law the $700 billion
bailout plan for the financial industry.

As reported in the Troubled Company Reporter on Oct. 3, 2008, the
Senate passed the modified $700 billion bailout package on
Wednesday night, setting the stage for another vote in the House
of Representatives as early as Friday.  The legislation would
authorize the U.S. Treasury to borrow up to $700 billion to buy
illiquid mortgages, securities, and other assets that are creating
instability in the nation's financial architecture.  The
legislation includes provisions to limit pay for executives at
firms participating in the rescue and provides for tough oversight
by Congress.  The add-ons to the Senate bill include a 10-year,
$150 billion package of business and individual tax cuts and a
temporary increase in deposit-insurance limits.

According to WSJ, details like who will administer the program and
how are still to be worked out.  The report states that the bill
was passed amid new evidence from the labor market that the U.S.
is heading further toward recession.  House Speaker Pelosi,
according to the report, said that the bailout package is the
beginning of government rescue efforts.

Citing a person familiar with the Treasury, WSJ states that after
hiring asset managers to run the bailout program, the Treasury is
likely to start with securities "where there's enough out there
and the market is thick enough so the auction can be done well,"  
and the purchases would be made through "a reverse auction," in
which institutions compete to sell assets.

WSJ relates that the Treasury will hire about two dozen full-time
workers for the program, including lawyers, accountants and those
with financial-market expertise.  WSJ reports that the bailout
program hasn't been successful in unfreezing credit markets so
far, with short-term money markets remaining distressed.

Treasury Secretary Henry Paulson will appoint Neel Kashkari to
oversee the bailout program, Deborah Solomon at WSJ reports,
citing people familiar with the matter.

According to WSJ, the sources said that Mr. Paulson has relied
heavily on Mr. Kashkari as his adviser during the financial
crisis.  Mr. Kashkari is the Treasury's assistant secretary for
international affairs and a former Goldman Sachs Group Inc.
banker.  The report says that he will be appointed as interim head
of Treasury's new Office of Financial Stability this week, and
will leave the post after January 2009, when the George W.Bush
administration ends.  Mr. Kashkari's appointment is awaiting the
Senate's approval, the report states.

WSJ relates that Mr. Kashkari will oversee some key decisions on
the bailout program's operations.  According to the report, the
Treasury will hire about two dozen lawyers, accountants, and other
staff for the program.  The report states that the Treasury is
trying to determine how to handle conflicts of interest in the
program, especially with regard to the asset managers it hires.


* California May Ask $7BB Emergency Loan from Federal Government
---------------------------------------------------------------
Randal C. Archibold of New York Times quotes Gov. Arnold
Schwarzenegger of California saying on Oct. 3, 2008, that the
state, in a few weeks, could run out of cash to pay for basic
services.

State officials have told the U.S. Treasury Department that it may
need a $7 billion emergency loan from the federal government
because it is running out of cash and has not been able to borrow
more, according to the report.

Mr. Schwarzenegger and state officials said they viewed such a
loan as a last resort in the event the government recovery plan
did not sufficiently unlock the credit market, according to the
report.

State officials, according to the report, said they hoped that the
$700 billion federal bailout of the financial system approved by
the House of Representatives would help open credit markets that
have balked at providing the kind of short-term financing
California and other states and local governments routinely rely
on to keep operating.

Asked what would happen if the markets or the government did not
come through, Mr. Schwarzenegger replied, "This is no such thing
in my vocabulary as, 'what if not.' We will," according to the
report.

In an interview on Friday, State Treasurer Bill Lockyer, according
to the report, said the state routinely received short-term loans
in the fall to cover payments until state coffers refill in the
spring from tax revenue and other sources.

Analysts said the credit problems in the State in part reflected
years of budget problems lingering from the economic downturn
after the Sept. 11, 2001, attacks, according to the report.


* Massachusetts Asks About Federal Loan Amid Market Worries
-----------------------------------------------------------
Beth Healy of The Boston Globe reports on Oct. 4, 2008, that
Timothy Cahill, the Treasurer of the State of Massachusetts, has
asked U.S. Treasury and Federal Reserve Bank of Boston about
lending the state money under the same favorable terms it has
given banks and firms during the financial crisis.

Mr. Cahill's requests was prompted by the State's inability to
borrow from the short-term debt markets, according to Ms. Healy.  
The financial turmoil has caused credit markets to stop lending,
or to charge prohibitive rates, according to Ms. Healy.

The State's borrowing problems come as it deals with a
$223 million shortfall in projected tax collections during the
first quarter of the state's fiscal year, according to Ms. Healy.  
On Oct. 2, 2008, Gov. Deval Patrick announced the first of what
could be a series of cuts to programs and operations to deal with
the sagging collections, according to Ms. Healy.

Massachusetts has enough money to cover its expenses for the
coming weeks, Mr. Cahill said according to Ms. Healy.  But a low-
rate loan would ease a cash shortfall if the credit problems
persist, according to Ms. Healy.

Federal officials have not responded to his request, Mr. Cahill
said according to Ms. Healy.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         Standard Club, Chicago, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Charity Golf Event
         Forest Park Golf Course, St. Louis, Missouri
            Contact: www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Billiards Networking Night
         Herbert's Billiards, Secaucus, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Member Social
         Davenport Press, Mineola, New York
            Contact: 631-251-6296 or www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         TBD, Calgary, Alberta
            Contact: 503-768-4299 or www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      View from the Bench - Bankruptcy Update
         Summit Club, Birmingham, Alabama
            Contact: www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      How to Contract with a Turnaround Manager
         University Club, Portland, Oregon
            Contact: www.turnaround.org

Oct. 22, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Nevada Award Night
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: www.turnaround.org

Oct. 23, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Election Oriented
         TBD, Phoenix, Arizona
            Contact: www.turnaround.org

Oct. 23, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Effective Turnarounds: A Panel of Professionals
         TBA, Rochester, New York
            Contact: www.turnaround.org

Oct. 23-24, 2008
   AMERICAN CONFERENCE INSTITUTE
      Distressed Assets Boot Camp
         TBD, London, United Kingdom
            Contact: www.americanconference.com

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 29-30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Corporate Governance Meetings
         Marriott, New Orleans, Louisiana
            Contact: www.turnaround.org

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               www.renaissanceamerican.com

Oct. 31, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Hilton, Frankfurt, Germany
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 6, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Coach House Diner & Restaurant, Hackensack, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Nov. 11, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Conference
         Marriott, Troy, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Case Study
         Summit Club, Birmingham, Alabama
            Contact: www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Effective Turnarounds:A View From Workout Consultants
         TBA, Buffalo, New York
            Contact: www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Social
         TBD, Melville, New York
            Contact: 631-251-6296 or www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Meeting
         TBD, Calgary, Alberta
            Contact: 503-768-4299 or www.turnaround.org

Nov. 17-18, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Distressed Investing
            Contact: 800-726-2524; 903-595-3800;
               www.renaissanceamerican.com

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         Tournament Players Club at Jasna Polana, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
Restructuring/Bankruptcy
         Bankers Club, Miami, Florida
            Contact: 312-578-6900; http://www.turnaround.org/
  
Nov. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Senior Housing & Long Term Care
         Washington Athletic Club,Seattle, Washington
            Contact: www.turnaround.org

Nov. 27, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Chris Kaup
         TBD, Phoenix, Arizona
            Contact: www.turnaround.org

Dec. 3, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Party
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: 702-952-2480 or www.turnaround.org

Dec. 3, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         Terminal City Club, Vancouver, British Columbia
            Contact: 503-768-4299 or www.turnaround.org

Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

Dec. 8, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering
         TBD, Long Island, New York
            Contact: 631-251-6296 or www.turnaround.org

Dec. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         Washington Athletic Club, Seattle, Washington
            Contact: 503-768-4299 or www.turnaround.org

Dec. 11, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         University Club, Portland, Oregon
            Contact: 503-768-4299 or www.turnaround.org

Dec. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         TBD, Phoenix, Arizona
            Contact: 623-581-3597 or www.turnaround.org

Dec. 31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Sponsorships - Annual Golf Outing, Various Events
         TBA, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Jan. 21-22, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 5-7, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Insolvency Symposium
         Westin Casurina, Grand Cayman Island, AL
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 25-27, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Valcon
         Four Seasons, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Beverly Wilshire, Beverly Hills, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 17-18, 2009
   NATIONAL ASSOCIATION OFBANKRUPTCY TRUSTEES
      NABT Spring Seminar
         The Peabody, Orlando, Florida
            Contact: http://www.nabt.com/

Apr. 20, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         John Adams Courthouse, Boston, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

Apr. 28-30, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

May 14-16, 2009
   ALI-ABA
      Chapter 11 Business Reorganizations
         Langham Hotel, Boston, Massachusetts
            Contact: http://www.ali-aba.org

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 15-18, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Dec. 2-4, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                     *      *      *

                   Featured Conferences

Renaissance American Management and Beard Conferences presents

Oct. 30-31, 2008
Physician Agreements & Ventures
The Millennium Knickerbocker Hotel - Chicago
Brochure will be available soon!

Nov. 17-18, 2008
Distressed Investing
The Helmsley Park Lane - New York
Brochure will be available soon!


                     *      *      *


Beard Audio Conferences presents

Bankruptcy and Restructuring Audio Conference CDs

More information and list of available titles at:
http://beardaudioconferences.com/bin/topics?category_id=BAR

                     *      *      *

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Julybien D. Atadero, Sheryl Joy P. Olano, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Joseph Medel C. Martirez,
Ma. Cristina I. Canson, Christopher G. Patalinghug, and Peter A.
Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***