TCR_Public/081008.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, October 8, 2008, Vol. 12, No. 240           

                             Headlines

ACCEPTANCE INSURANCE: Appealing Ruling Against Asset Sale
ACCURIDE CORP: S&P Cuts Rating to 'B-' on Very Weak Truck Industry
ALASKA AIR: Weakening Company Profile Cues S&P to Cut Ratings to B
ALLEN SYSTEMS: S&P Cuts Corp. Credit to 'B-'; Keeps Dev. Watch
AMERICAN FIBERS: Wants Until October 23 to File Schedules

AMERICAN INT'L: $85BB Gov't Loan Is Bad Deal, Says Former CEO
AMERICAN INT'L: S&P Revises CreditWatch to Neg. from Developing
AMPEX CORP: Consummates Plan of Reorganization
APP PHARMACEUTICALS: Wants Share Offerings Deregistered
APRIA HEALTHCARE: S&P Rates Proposed $1.01 Bil. Secured Notes 'BB'

ARTISTDIRECT INC: May Sell Media Ops to Coghill for $2.86 Million
ASCENDIA BRANDS: Terminates COO's Employment for Cause
BALLY TECHNOLOGIES: Fitch Assigns 'BB+' Rating on $300MM Facility
BANK OF AMERICA: Fails to Find Buyers for $10BB Stock Offering        
BEARD COMPANY: Completes Forced Conversion of Subordinated Notes

BILL HEARD: Former Employees File Suit Seeking Back Wages
BIOVEST INTERNATIONAL: Laurus et al. Discloses 6.98% Equity Stake
BRIGGS RANCH: Case Summary & Five Largest Unsecured Creditors
BROOKSIDE TECHNOLOGY: Acquires Standard Tel Networks
CAPITOL HEALTH: Case Summary & 31 Largest Unsecured Creditors

CHARTER COMMUNICATIONS: Jonathan Dolgen Resigns as Board Member
CHARTER COMMUNICATIONS: Restates CEO Neil Smit's Employment Pact
CHESAPEAKE CORP: Delisted from NYSE, to Trade on OTC Bulletin
CIENA CAPITAL: US Trustee to Hold Meeting to Form Panel on Oct. 8
CLUB AT WATERFORD: Case Summary & 20 Largest Unsecured Creditors

COMM 2006-C7: S&P Affirms Ratings on 22 Classes of Certificates
CONSTAR INT'L: Highly Leveraged Capital Cues S&P to Junk Ratings
CREDIT SUISSE: S&P Trims Ratings on Six Classes of Certificates
CREDIT SUISSE: S&P Junks Rating on Class O Certificates
CRYSTAL RIVER: S&P Lowers Ratings on Four Classes of Trusts

DANIEL HALL: Voluntary Chapter 11 Case Summary
D'ESPRIT INC: Files Schedules of Assets and Liabilities
EXAERIS INC: Wants Controlling Shareholder Held in Contempt
FOCUS ENHANCEMENTS: To Cut Workforce by 45 Employees
FRED LEIGHTON: Sues Merrill to Void Security Interest

FREESCALE SEMICONDUCTOR: Adopts 2008 Incentive Performance Plan
FREESCALE SEMICONDUCTOR: S&P Puts 'B+' Rating Under Negative Watch
G&G/PENINSULA LP: Case Summary & Six Largest Unsecured Creditors
GATEWAY ETHANOL: Files for Bankruptcy Protection
GATEWAY ETHANOL: Case Summary & 20 Largest Unsecured Creditors

GENERAL GROWTH: S&P Downgrades Ratings to 'B+'; On Watch Neg            
GENERAL MOTORS: Opel to Cut Production in Europe by 40,000 Cars     
GENERAL MOTORS: Seeks to Refinance Detroit Headquarters
GENERAL MOTORS: High Demand Cues Share Trading Blackout on Workers
HAMIL CORPORATION: Voluntary Chapter 11 Case Summary

INTERSTATE BAKERIES: Plan Funding Commitments Pacts Approved
INTERSTATE BAKERIES: Files New Plan & Disclosure Statement
INTERSTATE BAKERIES: Treatment of Claims Under New Plan
INTERSTATE BAKERIES: Unions Recommend Proposed Modification Deal
IPOFA WEST: Auctions Mall After Failing to Find Buyer

ITSA INTERCONTINENTAL: Chapter 15 Case Summary
JEFFERSON COUNTY: Governor Meets With Legislators on Sewer Debt
JOHNSTON-SHIELD: Wildcat Mitsubishi Closes Shop in Tucson
KIMBALL HILL: Seeks 90-day Extension to Remove Actions
LABRANCHE & CO: S&P Holds & Withdraws Ratings at Company's Request

LEHMAN BROTHERS: U.S. Trustee Forms 7-Member Creditors' Committee
LEHMAN BROTHERS: Panel Wants Probe on JPMC for Freezing $17 Bil.
LEINER HEALTH: Wants Until November 20 to File Chapter 11 Plan
LINK REC: Case Summary & 20 Largest Unsecured Creditors
LLOYD MELVIN: Case Summary & Seven Largest Unsecured Creditors

MACEDONIA MISSIONARY: Case Summary & 13 Largest Unsec. Creditors
MARCAL PAPER: PBGC Takes Responsibility for Pension Plan Shortfall
MARK IV: S&P Chips Corp. Credit Rating to 'B-'; Outlook Negative
MATTRESS DISCOUNTERS: Court Approves DLA Piper as Bankr. Counsel
MBD INC: Case Summary & 20 Largest Unsecured Creditors

MERVYNS LLC: Gets Panel's Support on Initial Strategic Plan
MERVYN'S LLC: Panel Can Hire Cooley Godward as Lead Counsel
MERVYN'S LLC: Court Extends Lease Decision Period to February 23
MERVYN'S LLC: Panel Can Hire Ashby & Geddes as Delaware Counsel
MERVYN'S LLC: Can Hire Bayard P.A. as Special Conflicts Counsel

METALDYNE CORP: S&P Cuts Credit Rating to 'CCC+'; Outlook Negative
MGM MIRAGE: Amends Terms of $7,000,000,000 BofA Credit Facility
MGM MIRAGE: Amends Operating Agreement with Kerzner Istithmar
MICHAEL VICK: Proposes to Use Up to 1/3 of Income to Settle Debts
MIDNIGHT PROPERTIES: Will Auction Bon Secour to Pay Wachovia

MOHAMMED HAYAT: Case Summary & 20 Largest Unsecured Creditors
MONROE CENTER: US Trustee to Hold Meeting to Form Panel on Oct. 8
MONTAGE II: Bankruptcy Cancels Foreclosure Sale of Land
MPF CORP: Cosco Shipyard Sues to Recover Balance Due on MPF-01
NAMWEST-PALMS LLC: Files for Chapter 11 Bankruptcy in Arizona

ON SEMICONDUCTOR: Joint Bid with MTI Cues S&P to Put Neg. Watch
PATRIOT HOMES: Given Until Nov. 7 to File Schedules, Creditor List
PATRIOT HOMES: Taps Bell Boyd as Bankruptcy Counsel
PATRIOT HOMES: Section 341(a) Meeting Set for November 7
PENN TREATY: S&P Junks Rating on Announced Policy Recapturing

PENN TREATY: Best Puts 'D' FSR After Announced Policy Recapturing
PERKINS & MARIE: S&P Rates $132MM Sr. Secured Notes Rating 'B-'
PHARMED GROUP: Court Approves Joseph Myers as Plan Administrator
PHILADELPHIA MEDIA: Misses Payments to Creditors
POMARE LTD: Blames Tourism Decline, Economy for Chapter 11 Filing

PROGRESSIVE ALLIANCE: Jim Clark Guarantees Investors of Payment
PROGRESSIVE MOLDED: CCAA Monitor Reports Status of Liquidation
PROGRESSIVE MOLDED: Court Dismisses Bankruptcy Cases
PROPEX INC: Committee Sued BNP Paribas, et al., Over Demise
PROPEX INC: Wants to Hire PricewaterhouseCoopers as Accountants

QUECHAN TRIBE: Fitch Junk Rtngs on Inability to Secure $25MM Fund
RADIANT ENERGY: Completes $1MM Settlement with Innovations Norway
RADIANT ENERGY: July 31 Balance Sheet Upside-Down by $3 Million
RELIANT ENERGY: Retail Biz Losses Prompt S&P to Cut Rating to B+
RITE AID: Has $549MM Additional Borrowing Capacity Under Revolver

ROBERT PIERSON: Case Summary & 15 Largest Unsecured Creditors
ROY MONROE: Case Summary & 20 Largest Unsecured Creditors
SAFECO CORPORATION: Best Cuts Rtngs, Removes Watch After LMGI Deal
SANTA ANA PUEBLO: Fitch Holds $45MM Revenue Bonds Rating at 'BB+'
SEQUOIA COMMUNITY: To Complete Sale to Clinica by October 15

SHERMAN LOOP: Voluntary Chapter 11 Case Summary
SIMDAG-ROBEL: Settles Suit Over Use of Trump's Name in Condo
SIMPLON BALLPARK: Court OKs $33MM Loan for Cosmopolitan Square
SIX FLAGS: Restates Options to Pref. Shares Mandatory Redemption
SKYVIEW PROPERTIES: Voluntary Chapter 11 Case Summary

SOUTHHILLS PLAZA: Voluntary Chapter 11 Case Summary
SPORT LAND: Voluntary Chapter 11 Case Summary
STEVE & BARRY'S: Wants Until May 5, 2009 to File Chapter 11 Plan
STEVE & BARRY'S: Panel Compels Insiders to Produce Documents
STEVE & BARRY'S: Court Set January 26 to Remove Civil Actions

SUN PRODUCTS: S&P Lifts Ratings After $1.2BB Unilever NA Buyout
SYNTAX-BRILLIAN: Vivitar's UK and Paris Offices Cease Trading
SYNTAX-BRILLIAN: Plans to Close Industry Distribution Center
TAMARACK RESORT: Fights Credit Suisse's Foreclosure of Assets
TCGC LLC: Court Lets Hobart Enforce Restrictive Covenants

TOWERS OF CHANNELSIDE: Emerges from Chapter 11 Bankruptcy
TRICOM SA: Court to Plane Hold Status Conference on October 16
TRIESTE INVESTMENTS: Case Summary & Nine Largest Unsec. Creditors
USA BABY: Has Until Oct. 8 to Respond to Creditors' Ch. 11 Filing
USA SPRINGS: No Auction for Bottled-Water Facility, Report Says

VALLAMBROSA HOLDINGS: Has Until October 23 to File Chapter 11 Plan
VONAGE HOLDINGS: Revises Terms for $215MM Private Debt Financing
WACHOVIA CORP: Citigroup & Wells Suit Standstill Ends Today
WACHOVIA CORP: Fitch Lifts Issuer Default Rtng to 'A+' from 'BB-'
WARWICK PROPERTIES: Case Summary & Largest Unsecured Creditors

WHITE DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
WILLIAM DEL BIAGGIO: Nashville Predators Files Claim for Damages

* S&P Downgrades Ratings on 93 Classes from 10 US ALT-A RMBS
* S&P Chips Ratings on 136 Classes of 28 RMBS Transactions
* S&P Puts 18 LBHI-Related US RMBS Transaction Under Neg. Watch

* Bruce de'Medici Joins SmithAmundsen LLC as Partner
* 15 Corporate and Technology Partners Join Cooley Godward
* Computershare Integrates Communications Center for Administar
* Garden City Gets Jeffrey R. Miller for Reorganization Division
* Daniel Wiggins Joins MorrisAnderson as Consulting Manager

* Former U.S. Trustee Joins Traxi as Senior Managing Director

* Upcoming Meetings, Conferences and Seminars

                             *********


ACCEPTANCE INSURANCE: Appealing Ruling Against Asset Sale
--------------------------------------------------------- Acceptance
Insurance Companies, Inc., with the approval of the Official Committee
of Unsecured Creditors, has decided to appeal the dismissal of the
company's complaint.

On Sept. 25, 2008, the United States Court of Federal Claims granted the
motion of the United States to dismiss, with
prejudice, the company's complaint for failure to state a claim upon
which relief may be granted.

On Dec. 9, 2003, Acceptance Insurance filed a complaint against the
United States of America in the United States Court of
Federal Claims.  In that complaint the company alleged that by
not approving the proposed sale of certain insurance assets of
one of the company's subsidiaries, American Growers Insurance Company,
to Rain and Hail L.L.C. the Risk Management Agency rendered valueless
the insurance business of American Growers.  The company also alleged
that in rejecting the proposed transaction between the company and Rain
and Hail, the RMA effected a taking of the company's property, i.e., the
American Growers insurance assets for public use without just
compensation in violation of the Fifth Amendment to the United States
Constitution.

Headquartered in Council Bluffs, Iowa, Acceptance Insurance
Companies, Inc. -- http://www.aicins.com/-- owns, either directly
or indirectly, several companies, one of which is an insurance
company that accounts for substantially all of the business
operations and assets of the corporate groups.

The company filed for chapter 11 protection on Jan. 7, 2005
(Bankr. D. Nebr. Case No. 05-80059).  The Debtor's affiliates --
Acceptance Insurance Services, Inc. and American Agrisurance, Inc.
-- each filed chapter 7 petitions (Bankr. D. Nebr. Case Nos.
05-80056 and 05-80058) on Jan. 7, 2005.  John J. Jolley, Esq.,
at Kutak Rock LLP, represents the Debtor in its restructuring
efforts.  Lawyers at McGrath North Mullin & Kratz PC, LLO
represent the Official Committee of Unsecured Creditors in
Acceptance Insurance's case.


ACCURIDE CORP: S&P Cuts Rating to 'B-' on Very Weak Truck Industry
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit rating
on Accuride Corp. to 'B-' from 'B' because of further erosion of demand
in the already very weak North American commercial truck industry.  S&P
also lowered the ratings on the
company's debt issues.  The outlook is negative.
     
"We expect production to remain stagnant for the rest of 2008 and into
2009," said Standard & Poor's credit analyst Gregg Lemos Stein,
"increasing the risk that Accuride could violate a covenant under its
secured credit facilities early next year."  Preliminary net orders for
class 8 heavy-duty trucks in North America plummeted to 10,800 units in
September, according to A.C.T. Research Co. LLC. This was the weakest
month for orders in more than a decade, and down from a monthly average
of about 17,500 so far in 2008.
     
Production of commercial trucks and trailers in the U.S. has been very
weak this year because of sharply higher diesel fuel prices and the weak
economy, which have reduced freight volumes and deterred trucking
companies from ordering new equipment.  But S&P believes the latest
declines also reflect the credit market dislocation that is making it
more difficult to finance purchases of new trucks.
     
All of these factors are extending an industry downturn that began in
early 2007, originally caused by tougher emissions standards.  S&P
believes demand will remain sluggish for truck manufacturers and
suppliers for much, if not all, of 2009.  The weak U.S. market accounts
for more than 80% of Accuride's total revenues.
     
Evansville, Indiana-based Accuride, North America's largest manufacturer
of heavy steel wheels and other commercial truck components, has total
debt of nearly $640 million, including S&P's adjustments that add the
present value of operating leases and unfunded postretirement benefit
liabilities to debt.
     
The company's adjusted EBITDA has declined precipitously since 2006,
reflecting the low industry production rather than any market share
losses or operating problems.  Leverage climbed to 8x at the end of the
second quarter of 2008, including S&P's adjustments.  Although S&P had
expected leverage to rise steadily in 2007 and peak in early 2008, S&P
now believes a muted industry
rebound in 2009 will keep leverage well above its previous
expectations.
     
In response to these challenges, Accuride announced in late September a
restructuring plan that includes the elimination of approximately 11% of
the company's workforce.  The company plans to take a third-quarter
charge of $14.3 million, of which
$10 million represents cash outlays in 2008 and 2009.  Estimated annual
cost savings will be $27.5 million, with $6 million in cost
savings to be achieved by the end of 2008.
     
Accuride also announced the departure of chief executive officer John
Murphy, who was replaced on an interim basis by William Lasky, a member
of Accuride's board of directors.  S&P does not believe the CEO change
represents a departure from Accuride's long-term strategy, nor does it
believes it will complicate or delay more immediate efforts to reduce
costs in light of
persistently weak industry demand.
     
The ratings on Accuride reflect the company's highly leveraged financial
risk profile, which has been increasingly pressured by the severe
downturn in the U.S. commercial truck industry.  Accuride's business
risk profile is slightly more positive, but financial risk increasingly
determines the company's rating.  Accuride has fair EBITDA margins,
especially at strong points in the demand cycle.  Still, its markets are
extremely cyclical, and
even well-anticipated downturns caused by regulatory changes often last
longer than expected because of the economy.  The company is also
exposed to high raw material costs, which it has been able to recover
from customers.  Recent price increases for steel and other raw
materials, however, may be recovered only after a lag.

The outlook is negative.  The ratings reflect S&P's assumptions that
Accuride's sales and profitability will remain weak through at least the
first half of 2009, and that the company will receive some benefit from
cost-saving efforts rather than a pronounced rebound in demand.  S&P
could lower the rating if Accuride's liquidity becomes further pressured
by a failure to negotiate
new financial covenants with adequate availability, or if cash flow
remains negative or turns only slightly positive in the second half of
2008.  This could occur if class 8 truck orders remain at weak levels of
just over 10,000 units monthly through the remaining three months of the
year.
     
An upgrade is unlikely in the next year but would be driven by a
combination of factors, including Accuride's eliminating the covenant
concerns and improving profitability such that leverage returns to 5x or
better, including S&P's adjustments.  S&P would also need to see some
signs of renewed demand in North American truck markets before the next
engine emissions change in early 2010.


ALASKA AIR: Weakening Company Profile Cues S&P to Cut Ratings to B
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Alaska Air
Group Inc. and its major operating subsidiary, Alaska Airlines Inc.,
including lowering the long-term corporate credit ratings on both
entities to 'B' from 'B+'.  The ratings have been removed from
CreditWatch, where they were placed with negative implications May 22,
2008.  The outlook is stable.
     
The downgrade reflects a weakening in the companies' financial profile
due to expected substantial losses caused by high and volatile fuel
prices, and pressure on revenues due to
reduced demand in a weaker economy.
      
"We expect the company's financial profile to continue to weaken into
2009, due to fuel prices that remain high by historical standards, and
weaker demand in the second half of 2008 and into 2009 caused by the
slowing economy," said Standard & Poor's credit analyst Betsy Snyder.
"While the company's earnings performance has been and will continue to
be aided by its fuel-hedging program over the next few quarters, we
still expect the company to report losses in both 2008 and 2009."
     
The company has approximately 50% of its fuel needs hedged at
approximately $78 a barrel in the second half of 2008 and approximately
41% of its fuel needs hedged at approximately $108 a barrel in 2009.
Still, S&P expects the company to report operating losses in 2008 and
2009, compared with a 6.1% operating margin in 2007.
     
The ratings on Alaska Air Group Inc. and its major operating subsidiary,
Alaska Airlines Inc., reflect a medium-sized route network serving
competitive markets, and the inherent riskiness of the airline industry,
offset somewhat by its strong position in its major markets and
relatively good liquidity for its size.  Alaska Air Group is the holding
company for Alaska Airlines Inc. and Horizon Air Industries Inc.
     
Alaska Airlines, the eighth-largest U.S. airline, accounts for
approximately 88% of consolidated revenues, and operates hubs at
Seattle; Portland, Oregon; Anchorage, Alaska; and Los Angeles.  It
primarily serves destinations in Alaska from the lower 48 states, as
well as destinations along the West Coast of the U.S., Canada, and
Mexico.
     
Ratings incorporate losses in the second half of 2008 and full-year
2009, resulting in weaker credit metrics.  However, the company's cash,
funds from operations, and equipment financings should enable it to meet
debt maturities and capital spending through the end of that period.
S&P could revise the outlook to negative if revenues are weaker than
expected and oil prices remain at S&P's projected levels, resulting in
either EBITDA interest coverage declining to below 1x, funds from
operations to debt declining to about 5%, or cash declining to below
$800 million.  S&P considers an outlook revision to positive unlikely
over the next year.


ALLEN SYSTEMS: S&P Cuts Corp. Credit to 'B-'; Keeps Dev. Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit rating
on Naples, Florida-based Allen Systems Group Inc. to 'B-' from 'B'.  The
ratings remain on CreditWatch, where S&P placed them on June 5, 2008.
However, S&P revised the CreditWatch implications to developing from
negative, which means that it could raise, lower, or affirm the ratings
following the completion of its review.  At the same time, S&P lowered
the ratings on the company's $340 million senior secured credit facility
to 'B-' from 'B'.
     
Standard & Poor's placed the ratings on CreditWatch following ASG's
announcement that it would not be in compliance with certain covenants
in its secured credit facilities due to the revised treatment of several
refinanced operating leases as capital leases, and the resultant delay
in issuing its compliance documentation.

ASG is currently negotiating with its lenders to address its
noncompliance and has agreed to pay down a portion of its senior secured
credit facility through a subordinated note issuance, in exchange for a
waiver of its December 2007 and March 2008 covenant violations.
     
The downgrade reflects currently volatile capital market conditions and
uncertainty as to the ultimate timing of the potential financing
necessary to fulfill the waiver terms.
     
Standard & Poor's will monitor discussions between ASG and its lenders.
"We would expect to raise the rating to 'B' and assign a stable outlook,
if ASG satisfies the terms and conditions of its amendment and waiver
agreements with its lenders," said Standard & Poor's credit analyst
Joseph Spence.  "Conversely, we could lower the ratings in the absence
of a waiver or satisfaction of such amendment term being completed in
the near term," he continued.


AMERICAN FIBERS: Wants Until October 23 to File Schedules
---------------------------------------------------------
American Fibers and Yarns Company and AFY Holdings Company ask
the United States Bankruptcy Court for the District of Delaware to
extend, until Nov. 22, 2008, the time within which they may file their
schedules of assets and liabilities, and statement of financial affairs.

The Debtors' current deadline is Oct. 23, 2008.

A hearing is set for Oct. 14, 2008, at 9:30 p.m., (ET) to consider
approval of the request for extension.  Objections, if any, were
due Oct. 6, 2008, at 4:00 p.m. (ET).

The Debtors tell the Court that they cannot file their schedules and
statement by October 23.  The Debtors together with their professionals
are now working out to market their assets to
maximize the value of their assets, Nathan D. Grow, Esq., at
Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware.

The Debtors need sufficient time to gather information from books,
records and documents, Mr. Grow said.  The collection of the necessary
information to complete the schedules and statements will require
substantial time and effort, he continued.

                       About American Fibers

Headquartered in Chapel Hill, North Carolina, American Fibers and
Yarns Company -- http://www.afyarns.com/-- is a supplier of dyed    
yarns to the automotive and apparel industries.  The company and
its affiliates, AFY Holding Company, filed for Chapter 11
protection on Sept. 22, 2008 (Bankr. D. Del. lead case no.
08-12176).  Edward J. Kosmowski, Esq., and Michael R. Nestor, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  The Debtors selected RAS Management Advisors LLC
as proposed financial advisor.  Epiq Bankruptcy Solution will serve as
the Debtors' claims agent.  When the Debtors filed for protection from
their creditors, they listed
assets and debts of between $10 million and $50 million.


AMERICAN INT'L: $85BB Gov't Loan Is Bad Deal, Says Former CEO
-------------------------------------------------------------
Judith Burns at Dow Jones Newswires reports that Maurice Greenberg,
American International Group Inc.'s former chairperson and chief
executive officer, claimed that the
$85 billion federal loan to the company is a bad deal for workers and
shareholders, who might have been better off had the firm gone bankrupt.

Liam Pleven at The Wall Street Journal relates that former AIG
executives were invited to testify in a hearing at Capital Hill on Oct.
7 on how the company's financial problems worsened until the government
had to lend the company some $85 billion in September.  Investigations
were launched after AIG said in February that its outside auditors had
found a "material weakness" in its accounting.  Federal prosecutors and
the Securities and Exchange Commission have been investigating whether
individuals at AIG intentionally overstated the value of
credit-default-swaps linked to subprime mortgages, WSJ says, citing
sources.  AIG said it is cooperating in regulatory and governmental
reviews on all matters, WSJ relates.

Dow Jones relates that Mr. Greenberg wasn't present at the hearing, but
he sent prepared remarks on Tuesday to the House Government Oversight
Committee.  Dow Jones quoted the committee's chairperson Henry Waxman as
saying, "Regrettably, Mr. Greenberg has told the committee that he is
too ill to appear here today [Oct. 7]."

Dow Jones reports that Mr. Greenberg said that under the agreement on
the $85 billion loan, AIG must pay interest on the entire amount even if
it doesn't borrow the rest of the amount, encouraging the company to
draw down all of the funds even if it does not need it.  Dow Jones
relates that Mr. Greeberg said in his testimony, "AIG will have no
choice but to engage in a fire sale of profitable assets."

According to Dow Jones, New York Insurance Department Superintendent
Eric Dinallo told the House panel that AIG's collapse was due to a
"liquidity problem."  Dow Jones relates that AIG's problems started from
its financial-products unit, which sold credit-default swaps, a kind of
protection against bond issuers defaulting, which Mr. Greenberg claimed
worked well under his watch but collapsed after he left the company in
March 2005.  

Martin Sullivan, Mr. Greenberg's successor who left AIG in June, blamed
the firm's downfall on a "global financial tsunami" that caused credit
markets to freeze and required AIG to take unexpected write-downs on
unrealized losses on credit-default swaps, Dow Jones says.  

Dow Jones relates that Robert Willumstad, who replaced Mr. Sullivan and
led AIG until the $85 billion loan, said that accounting rules and
credit rating downgrades worsened AIG's problems.

The Office of Thrift Supervision sent a letter to AIG's
general counsel in March cited concerns about "corporate oversight" of
the company's financial products unit, which PricewaterhouseCoopers,
AIG's auditor, also reported, Dow Jones says, citing Mr. Waxman.  

According to Dow Jones, Mr. Waxman said that AIG had a weeklong retreat
for executives at the St. Regis Resort in Monarch Beach, California,
where rooms can cost more than $1,000 a night, less than a week after
the federal bailout.  Copies of invoices distributed by the House
committee indicated that AIG paid more than $440,000, including almost
$7,000 for golf and $23,000 in spa charges, Dow Jones says.  AIG
spokesperson Joseph Norton explained that the meeting was a recognition
event planned last year to reward high-performing independent insurance
agents who sell AIG products, a "standard practice" to motivate sales
personnel, Dow Jones relates.  

Dow Jones reports that Lynn Turner, the Securitities and Exchange
Commission's former chief accountant, told the House panel that he
doesn't believe AIG was honest with its investors about its exposure to
the credit-default swaps market.

AIG's CEO Edward Liddy and other current executives in the company were
not on a list of witnesses invited to testify at the hearing, WSJ
states.

                About American International Group

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

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

               $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 INT'L: S&P Revises CreditWatch to Neg. from Developing
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch status of its
ratings on American International Group Inc. (NYSE:AIG; A-/Watch
Neg/A-1) and AIG's guaranteed subsidiaries to negative from developing.
     
Standard & Poor's also said that the ratings on most of AIG's insurance
operating subsidiaries remain on CreditWatch with developing
implications.
     
The 'A-/A-1' counterparty credit rating on AIG relies on the significant
support from the $85 billion borrowing facility provided by the Federal
Reserve Bank of New York.  The facility provides liquidity, allowing the
company and its subsidiaries to meet debt and other obligations while it
implements its plan to sell various businesses.  "The $61 billion draw
to date on the facility is much larger than we had previously
anticipated," noted
Standard & Poor's credit analyst Rodney A. Clark.  "This has caused the
scope of the planned business sales to exceed our expectations."
     
The ratings on AIG and its guaranteed subsidiaries are on CreditWatch
negative to indicate that there could be downward pressure because of
S&P's view of the risks around the execution of the plan as well as the
heavy debt-service requirements of a much smaller and less-diversified
AIG.  The current disruption in the credit markets could make it
difficult to sell businesses at attractive valuations.  Over the longer
term, S&P expects that the
effects of the disposition--coupled with broader market-support actions,
including the proposed Troubled Asset Relief Program, changes in
mark-to-market accounting rules, and AIG's efforts to stem residential
mortgage-based securities-related losses--will improve the available
funds under the Fed borrowing facility.
     
The 'A+' financial strength ratings on most of AIG's insurance operating
subsidiaries reflect S&P's view of the strong competitive positions,
earnings, and capital of those companies, somewhat offset by investment
risk in their portfolios.  Those ratings are on CreditWatch developing
to indicate that they could be raised or lowered, depending on whether
or not AIG sells them and, if it does, who the buyer is.  "We will
analyze the capital structure and business prospects of each potential
subsidiary sale and make rating changes as necessary when those sales
materialize," Mr. Clark added.  

"For the subsidiaries that are likely to remain part of AIG, the ratings
will depend on the ongoing ability to attract and retain profitable
business and on the capital structure of AIG once the corporate
restructuring is completed."      


AMPEX CORP: Consummates Plan of Reorganization
----------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York entered
an order consummating the plan of reorganization filed by Ampex Corp.
and some of its U.S. subsidiaries under Chapter 11 of the U.S.
Bankruptcy Code.

In July 2008, all creditors voted in favor of the Plan.  All remaining
conditions to Plan consummation have now been satisfied, permitting
Ampex to emerge from bankruptcy as a going concern.
Ampex has received $5 million of new funding from Hillside Capital
Incorporated that will be used for, among other things, general working
capital purposes and to repay a portion of its outstanding Senior Notes.
In addition, Hillside has provided Ampex with financing, if needed, to
satisfy future pension contributions to its defined benefit plans.  Upon
emergence, Hillside holds approximately 95% of Ampex's New Common Stock.

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

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

                         About Ampex Corp.

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

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

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

On July 9, 2008, the Court confirmed the Debtors' first modified
third amended joint Chapter 11 plan of reorganization.


APP PHARMACEUTICALS: Wants Share Offerings Deregistered
-------------------------------------------------------
APP Pharmaceuticals, Inc. filed with the Securities and Exchange
Commission post-effective amendments to registration statement nos.
333-135383, 333-103894, 333-84280, 333-141034, 333-133364, and 333-75606
to deregister any registered securities that remain unsold at the
termination of the offerings of the related securities on Sept. 22,
2008.

On Sept. 10, 2008, Fresenius Kabi Pharmaceuticals Holding, Inc.
completed the acquisition of APP Pharmaceuticals pursuant to the merger
contemplated by the Agreement and Plan of Merger, dated July 6, 2008,
with Fresenius SE, FK Holdings, and Fresenius Kabi Pharmaceuticals,
LLC.

As a result of the Merger, each outstanding share of common stock of the
APP Pharmaceuticals and certain stock options and restricted stock units
of the Company were converted into the right to receive $23.00 in cash,
without interest, and one Contingent Value Right, issued by FK Holdings,
and the Common Stock ceased to trade on The NASDAQ Stock Market LLC and
a Form 25 was filed with the Securities and Exchange Commission to
delist the Common Stock from The NASDAQ Stock Market LLC.

As of Sept. 30, 2008, the Common Stock has been canceled and delisted
from The NASDAQ Stock Market LLC.

                      About APP Pharmaceuticals

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

At June 30, 2008, the company's balance sheet showed total assets
of $1,105,063,000 and total liabilities of $1,146,750,000,
resulting in a total stockholders' deficit of $41,687,000.

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


APRIA HEALTHCARE: S&P Rates Proposed $1.01 Bil. Secured Notes 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level rating
to Apria Healthcare Group Inc.'s (BB+/Watch Neg/--) proposed $1.01
billion senior secured notes due 2014, and assigned a recovery rating of
'2' to the proposed notes, indicating the
expectation of substantial recovery in the event of default.
      
"The notes are being issued to finance the acquisition of the company by
financial sponsor The Blackstone Group in a transaction expected to
close in the fourth quarter of 2008," said Standard & Poor's credit
analyst Alain Pelanne.  If the transaction closes as currently
structured, the corporate credit rating on Apria will be lowered to
'BB-' with a stable outlook, from 'BB+'.  "The ratings on the proposed
notes issuance are also predicated upon the transaction closing as
currently planned," added Mr. Pelanne.

"Until that time, the ratings on Apria will remain on CreditWatch with
negative implications, where they were placed in June 2008 after the
leveraged buyout was announced."

The ratings on Lake Forest, California-based Apria reflect the company's
aggressive leverage, its exposure to third-party reimbursement and
pricing decisions, and the challenges of managing the integration of
Coram Inc. and implementing a number of strategic initiatives.  These
risks are partially outweighed by Apria's leading position in providing
specialized home health care services and equipment, its history of
generating significant cash flows, and its increasingly diverse business
and payor mix.  While Medicare reimbursement is expected to present
numerous challenges, including the implementation of oxygen rental caps
and a 9.5% nationwide cut in reimbursement for various items of durable
medical equipment, the company has a demonstrated history of cutting
costs and it has identified several strategic initiatives which should
help mitigate the effect of some of these reimbursement cuts.

As currently structured, immediately after the proposed LBO, Standard &
Poor's expects the company to be levered at about 4.0x on a
lease-adjusted basis, and after giving some credit to cost savings
already achieved.


ARTISTDIRECT INC: May Sell Media Ops to Coghill for $2.86 Million
-----------------------------------------------------------------
ARTISTdirect Inc., disclosed in a Securities and Exchange Commission
filing that it entered into a non-binding letter of intent with Coghill
Capital Management, LLC, dated Sept. 25, 2008.  The Letter of Intent
contemplates a possible sale of all of the media and e-commerce business
operations of the company, including, but not limited to, all of the
business and assets of ARTISTdirect Internet Group, Inc. to an entity
controlled by Coghill for a purchase price preliminarily expected to be
$2,860,000.  The contemplated Transaction would not include the business
and assets of MediaDefender Inc.

The Transaction is subject to the negotiation and execution of a
mutually acceptable asset purchase agreement containing representations
and warranties, covenants, conditions, indemnities, and other provisions
customary for transactions of the nature of the Transaction.  The
Transaction is also subject to the satisfactory completion of a due
diligence review by Coghill of the business, financial and legal affairs
of the Company, and receipt of necessary consents and approvals of
regulatory agencies and third parties.  

No Definitive Agreement has been reached with respect to consummation of
the Transaction, and no assurances can be given that a definitive
agreement will be reached.  To the extent that a Definitive Agreement is
reached, no assurances can be given that any such agreement will be
entered into on the price or other terms presently contemplated by
Coghill and the Company.  

The parties propose that the closing of the Transaction will take place
on the earliest practicable date after:

   -- satisfactory completion of Coghill's due diligence; and
   -- execution of a Definitive Agreement.

As an inducement to each of the Company and Coghill to continue to
discuss and negotiate the Transaction, the parties have agreed in the
Letter of Intent to work in good faith with each other to negotiate the
Transaction on an exclusive basis through the earliest of:

   -- Oct. 8, 2008,

   -- the date on which the parties execute a definitive agreement
      for a Transaction; or

   -- the date, if any, that Coghill advises the Company in
      writing that it no longer has an interest in pursuing the
      Transaction.  

The Letter of Intent also provides for the payment of a break-up fee of
$140,000 payable by the Company to Coghill in specified circumstances
involving the failure to consummate the Transaction.

Headquartered in Santa Monica, California, ARTISTdirect Inc.
(OTC.BB: ARTD) -- http://artistdirect.com/-- is a digital media
entertainment company that is home to an online music network and,
through its MediaDefender subsidiary, is a provider of anti-piracy
solutions in the Internet-piracy-protection industry.

The Troubled Company Reporter reported on Sept. 11, 2008, that
ARTISTdirect Inc.'s consolidated balance sheet at June 30, 2008,
showed $17,588,000 in total assets and $47,417,000 in total
liabilities, resulting in a $29,829,000 stockholders' deficit.  At
June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $9,184,000 in total current assets
available to pay $47,244,000 in total current liabilities.  The
company reported a net loss of $29,916,000 on total net revenue of
$2,720,000 for the second quarter ended June 30, 2008, as compared
to a net loss of $3,486,000 on total net revenue of
$6,593,000 in the corresponding period a year ago.

On Feb. 7, 2008, the company retained the services of Salem
Partners, LLC, to serve as a financial advisor to the company in
connection with the sale, merger, consolidation, reorganization or
other business combination and the restructuring of the material
terms of the company's senior notes and subordinated convertible
notes.  The company said that if the company is unable to complete
a sale or merger or restructure its senior and subordinated debt
obligations in a satisfactory manner and the lenders begin to
exercise additional remedies to enforce their rights, the company
will not have sufficient cash resources to maintain its
operations.  In such event, the company may be required to
consider a formal or informal restructuring or reorganization,
including a filing under Chapter 11 of the United States
Bankruptcy Code.


ASCENDIA BRANDS: Terminates COO's Employment for Cause
------------------------------------------------------
Ascendia Brands, Inc., terminated for cause the employment of Robert W.
Bailey, its executive vice president and chief operating officer.

Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. --
http://www.ascendiabrands.com/-- makes and sells branded consumer
products primarily in North America and over 80 countries as well.
The company's customers include Walmart, Walgreens, Kmart, Meijer
Stores, Target, and CVS.  The company and six of its affiliates
filed for Chapter 11 protection on Aug. 5, 2008 (Bankr. D. Del.
Lead Case No.08-11787).  Kenneth H. Eckstein, Esq., and Robert T.
Schmidt, Esq., at Kramer Levin Naftalis & Frankel LLP, represent
the Debtors in their restructuring efforts.  M. Blake Cleary,
Esq., Edward J. Kosmoswki, Esq., and Patrick A. Jackson, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, serve as the Debtors'
Delaware counsel.  The Debtors selected Epiq Bankruptcy Solutions
LLC as their claims agent.  When the Debtors filed for protection
from their creditors, they listed total assets of $194,800,000 and
total debts of $279,000,000.


BALLY TECHNOLOGIES: Fitch Assigns 'BB+' Rating on $300MM Facility
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Bally Technologies, Inc.'s
new $300 million credit facility.  The credit facility rating is two
notches above Bally's 'BB-' Issuer Default Rating due to Fitch's view of
strong over-collateralization of that debt.  The Rating Outlook is
Positive.

The four-year credit facility consists of a $75 million revolver and a
$225 million term loan, which continue to be secured by all domestic
subsidiaries except the entity that holds Bally's interest in the
Rainbow Casino in Vicksburg, Mississippi.  The credit facility was
initially priced at LIBOR+325 basis points and was used primarily to
refinance its previous term loan that had $290 million outstanding as of
June 30, 2008.  At closing of the transaction, Bally maintained $25
million of undrawn availability on the new revolver.

Notable financial covenants include:

  -- Leverage ratio: 2.5 times (x) through March 31, 2009, which
     drops to 2.25x through March 31, 2010 before hitting the
     floor at 2.0x through June 30, 2010;

  -- Fixed charge coverage ratio of 2.0x;
  -- Additional indebtedness: Bally is permitted to issue
     $150 million of senior unsecured debt;

  -- Dividends: Bally is permitted to pay up to $50 million
     annually in dividends if leverage is above 1.0x and up to
     $70 million if leverage is below 1.0x.


BANK OF AMERICA: Fails to Find Buyers for $10BB Stock Offering        
--------------------------------------------------------------
Dan Fitzpatrick at The Wall Street Journal reports that Bank of America
Corp. failed to attract buyers to a $10 billion stock offering on
Tuesday.

BofA disclosed the pricing of its offering of $10 billion, or 455
million shares, of common stock on Oct. 7.  The transaction includes an
option to the underwriters to purchase up to
68.25 million additional shares of common stock.  BofA expects to
deliver the shares of common stock on Oct. 10, 2008.

The offering, priced at $22 per share, would have generated net proceeds
of $9.76 billion, after deducting underwriting expenses -- approximately
$11.22 billion if the underwriters exercise their option to purchase
additional shares of common stock in full.  BofA planned to use the
proceeds from the sale for general corporate purposes.  The transaction
is being conducted as a public offering registered under the Securities
Act of 1933.

Banc of America Securities LLC and Merrill Lynch & Co. are serving as
joint bookrunners.  The offering is being made under BofA's shelf
registration statement filed with the Securities and Exchange
Commission.

WSJ relates that many analysts expected the deal to be priced by the
time BofA shares opened for regular trading on Tuesday, but that didn't
happen.  "That probably did scare people," WSJ quoted Sandler O'Neill &
Partners LP banking analyst Jeffery Harte as saying.

BofA had trouble finding enough investors who will buy shares at the
price it was seeking, WSJ says, citing NAB Research LLC analyst Nancy
Bush.  The report states that Ms. Bush said, "They were trying to price
at $28, and everybody just laughed at them."  

According to WSJ, BofA disclosed on Monday a worse-than-expected 68%
decline in its third-quarter profit this year, which dropped to $1.18
billion, and a 50% dividend cut.  WSJ relates that RBC Capital Markets
banking analyst Joe Morford said that when investors saw that BofA has
to bolster its capital even though it remains profitable overall and is
raking in deposits from rivals, "they are driving a hard bargain" on the
stock offering.

Despite this, analysts said there is no doubt that BofA will complete
the $10 billion offering, according to WSJ.

                      About Bank of America

Bank of America Corporation -- https://www.bankofamerica.com/ -- is a
bank holding company in North Carolina.  Through its banking
subsidiaries and various non-banking subsidiaries throughout the United
States and in selected international markets, Bank of America provides a
diversified range of banking and non-banking financial services and
products through three business segments: Global Consumer and Small
Business Banking, Global Corporate and Investment Banking, and Global
Wealth and Investment Management.  The company operates in 32 states,
the District of Columbia and 30 foreign countries.  In the United
States, it serves 59 million consumer and small business relationships
with 6,100 retail banking offices, 18,500 automated teller machines and
24 million active online users. It offers services in 13 states.  In
October 2007, it acquired ABN AMRO North America Holding Company.  In
July 2007, it acquired U.S. Trust Corporation.  In July 2008, Bank of
America acquired Countrywide Financial Corp.


BEARD COMPANY: Completes Forced Conversion of Subordinated Notes
----------------------------------------------------------------
The Beard Company disclosed in a Securities and Exchange Commission
filing that it has completed the Forced Conversion of $46,332 in
outstanding Series A 12% Convertible Subordinated Notes due Aug. 30,
2008; $511,995 in outstanding Series B 12% Convertible Subordinated
Notes due Nov. 30, 2008; and $2,205,300 in outstanding 12% Convertible
Subordinated Notes due Feb. 15, 2010.

All of the Notes were converted at their Conversion Price of $1.00 per
share.  As a result of the conversions our total outstanding common
shares have increased to 9,374,869.

Herb Mee, Jr., President, stated, "The conversions have added $2,764,000
to our equity without the expenditure of any cash to retire the Notes.
$2,205,300 of long-term debt and $558,300 of short-term debt have been
eliminated.  Our annual interest expense has been reduced by more than
$264,000.  All of this improvement will be reflected in our September 30
balance sheet and financial ratios."

                      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.


BILL HEARD: Former Employees File Suit Seeking Back Wages
---------------------------------------------------------
Two former employees of Bill Heard Enterprises Inc.'s store in
Huntsville, Alabama, have filed a lawsuit against the company, in the
Northern Alabama U.S. District Court, claiming that they were not
informed that the Heard car dealerships would be closed, the Workforce
Management Magazine reported Thursday.  The magazine is a twice monthly
publication for workforce management and human resource professionals.

The suit, which seeks class-action status, was filed on Sept. 25, a day
after the Chevrolet dealer group closed its remaining stores.  Under the
federal Worker Adjustment and Retraining Notification Act, qualifying
employees must receive 60 days' notice prior to the closure of their
workplace.

The employees seek back pay and reimbursement of legal fees.

Bill Heard Enterprises filed for Chapter 11 bankruptcy protection on
September 28.

                         About Bill Heard

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


BIOVEST INTERNATIONAL: Laurus et al. Discloses 6.98% Equity Stake
-----------------------------------------------------------------
Laurus Master Fund, Ltd., PSource Structured Debt Limited, Laurus
Capital Management, LLC, Valens U.S. SPV I, LLC, Valens Offshore SPV I,
Ltd., Valens Offshore SPV II, Corp., Valens Capital Management, LLC,
David Grin, Eugene Grin disclosed in a Securities and Exchange
Commission filing that they may be deemed to beneficially own 6,849,022
shares of Biovest International, Inc.'s common stock, representing 9.8%
of the shares issued and outstanding.

                   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.


BRIGGS RANCH: Case Summary & Five Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Briggs Ranch Grand Vacation Club LP
        480 Bogert Trail
        Palm Springs, CA 92264

Bankruptcy Case No.: 08-23655

Type of Business: The Debtor owns and operates a resort park.
                  See: http://www.briggsranch.com/

Chapter 11 Petition Date: October 6, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: William G. Barrett, Esq.
                  419 N Larchmont #91
                  Los Angeles, CA 90004
                  Tel: (914) 522-8540

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $50 million

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
BFT                            loans                 $1,948,519
6360 La Punta
Los Angeles, CA 90058
Tel: (760) 325-1877

Guido Brothers Const.          construction          $288,465
Attn: Tom Guido
8526 Vidor Avenue
San Antonio, Texas 78216
Tel: (210) 344-8321

Yantis Construction            construction          $107,943
Attn: Mike Yantis
P.O. Box 17045
Tel: (210) 544-3780

CalTex Builders                construction          $50,840

IMM Inc.                       interior design       $41,760


BROOKSIDE TECHNOLOGY: Acquires Standard Tel Networks
----------------------------------------------------
Brookside Technology Holdings Corp. disclosed in a Securities and
Exchange Commission filing that, through its wholly owned subsidiary,
Standard Tel Acquisitions, LLC, it has acquired Standard Tel Networks,
LLC, an independent distributor of high quality, turnkey converged voice
and data business communications products and services with California
offices in the San Francisco Bay Area, Sacramento, San Diego and
headquartered in Huntington Beach.

The acquisition was conducted pursuant to a Stock and Membership
Interest Purchase Agreement dated July 17, 2008, and was structured as
the acquisition of:

   -- all of the stock of Trans-West Network Solutions, Inc. from
      the its shareholders; and

   -- all of the membership interest of STN owned by ProLogic
      Communication, Inc.

Trans-West, a holding company with no operations, owns 80% of the
membership interest of STN and ProLogic owned the other 20%, and,
accordingly, the Company now owns (directly, in part, and indirectly
through Trans West, in other part) 100% of STN.

At the closing of the STN Acquisition, the Company issued to the Seller
Parties 40,843,376 shares of the Company's common stock and paid to the
Seller Parties $3,209,262.70 in cash. However, pursuant to the Purchase
Agreement, one-half of such shares and $500,000 of the cash payment are
being held in escrow subject to certain post-closing purchase price
adjustments and indemnification obligations.

In connection with the STN acquisition, the Company entered into
Restrictive Covenant Agreements with the Seller Parties, pursuant to
which the Seller Parties, subject to certain limited exceptions, agree
not to use or disclose confidential information belonging to the Company
or STN and not to compete with the Company nor to solicit its customers
or employees. Additionally, the Company caused STN to enter into an
Employment Agreement with Michael Promotico, with an initial term of
three years, pursuant to which he will serve as STN's Chief Executive
Officer.

The Employment Agreement contains standard terms and provisions,
including non-competition and confidentiality provisions and provisions
relating to early termination and constructive termination, and provides
for an annual base salary, performance incentives, certain standard
benefits and stock options at an exercise price equal to the fair market
value of the shares on the closing date.

                            Financing

With the closing of the STN Acquisition, the company and its five
subsidiaries -- U.S. Voice and Data, LLC, Brookside Technology Partners,
Inc., Acquisition Sub, Trans-West and STN entered into a Credit
Agreement with Chatham Investment Fund III, LLC, Chatham Investment Fund
III QP, LLC and Chatham Credit Management III, LLC, under which they
agreed to provide a $7,000,000 term loan and a $2,000,000 revolving line
of credit.  The Loans are evidenced by a Term Note and a Revolving
Note.

As a condition precedent to the extension of the Loans:

   -- the Company entered into a Pledge Agreement, dated
      Sept. 23, 2008, pursuant to which the Company pledged the
      stock of each subsidiary owned by it as collateral to secure
      payment of the Loans;

   -- the Company granted to Chatham a Warrant to purchase an
      aggregated of 140,930,835 shares of Company's Common
      Stock; and

   -- the Company entered into a Warrant Purchase and Registration
      Rights Agreement, dated Sept. 23, 2008, pursuant to which,
      among other things, the Company agreed to register the
      resale of the shares underlying the Chatham Warrants upon
      demand by Chatham.

The Loans have a term of three years and bear interest, at these  rates:

  (i) with respect to the Revolving Note, LIBOR plus 4.00% per
      annum; and

(ii) with respect to the Term Loan, LIBOR Rate plus 9.00% per
      annum.

The Chatham Credit Agreement contains standard representations,
warranties and covenants that require the Company, on a consolidated
basis, to maintain at the end of each month:

  (1) a fixed charge coverage ratio for the 12 months then ended
      of at least 1.75:1; and

  (2) a leverage ratio as of the last day of such fiscal month and
      for the 12 months then ended of not more than 3:1, in each
      case calculated as set forth in the Credit Agreement.

The transactions were consummated on September 23, 2008. Prior to the
closing of the Chatham Financing, the Company did not have any
relationship with Chatham.

                Prior Credit Documents Termination

As of July 3, 2008, Vicis Capital Master Fund, a sub-trust of Vicis
Capital Series Master Trust, and the Company's largest preferred
stockholder, purchased and assumed from Hilco Financial, LLC, the
Company's prior senior lender, and from Dynamic Decisions Growth Premium
Fund, the Company's prior mezzanine lender, all their credit agreements,
loans and promissory notes under which Hilco and DD had loaned to the
Company representing an aggregate of $8,100,000.

In connection with the closing of the STN Acquisition and the Chatham
Financing, Vicis and the Company entered into, and closed upon, a
Securities Purchase and Loan Conversion Agreement, dated Sept. 23, 2008,
pursuant to which the Company, in full satisfaction of the Vicis Debt:

  (i) paid $2,250,000 in cash to Vicis;

(ii) delivered to Vicis a subordinated note in the principal
      amount of $1,500,000, bearing interest at 10% and maturing
      on April 15, 2010; and

(iii) converted the balance of the Vicis Debt, including all
      accrued interest of $676,384, in the combined aggregate
      amount of $5,026,384, into 5,026,384 shares of the Company's
      Series A Convertible Preferred Stock.

Vicis entered into a subordination agreement with Chatham, wherein Vicis
agreed to subordinate the Vicis Subordinated Note to the Loans.  As a
result, all Prior Credit Documents have been terminated effective
September 23, 2008.

                    About Brookside Technology

Based in Clearwater, Florida, Brookside Technology Holdings Corp.
(OTC BB: BKSD) -- http://www.brooksideus.com/-- is a holding   
company for Brookside Technology Partners Inc., a Texas
corporation, and US Voice & Data LLC, an Indiana limited liability
company, and all operations are conducted through those two wholly
owned subsidiaries.

Headquartered in Austin, Texas, Brookside Technology Partners is a
provider and global managed service company specializing in
selling, designing, analyzing and implementing converged Voice
over IP (VoIP), data and wireless business communications systems
and solutions for commercial and state/government organizations of
all types and sizes in the United States.

Headquartered in Louisville, Kentucky, USVD is a regional provider
of telecommunication services including planning, design,
installation and maintenance for the converged voice and data
systems.  USVD serves the Kentucky and southern Indiana markets,
operating out of offices in Louisville, Lexington and
Indianapolis.

                       Going Concern Doubt

Brookside Technology Holdings Corp. says its current and past
losses raise doubt about the company's ability to continue as a
going concern.

The company's balance sheet as of June 30, 2008, showed $18,239,142 in
total assets, $18,243,852 in total liabilities, resulting to $4,710 in
shareholders' deficit.  At June 30, 2008, the company's consolidated
balance sheet also showed strained liquidity with $4,420,853 in total
current assets available to pay $17,199,245 in total current
liabilities.

The Company has incurred net losses during the first six months of 2008,
and the years ended Dece. 31, 2007 and 2006. As of June 30, 2008 the
Company has a retained deficit of $13,304,403.  

As of June 30, 2008 the Company was in default on its debt to Hilco of
$6,649,423 and the Series B Preferred Stock, which is classified as a
liability on the balance sheet, as discussed in Note 3, has matured in
the amount of $3,000,000.  Vicis has agreed to waive the default on the
Hilco note, and to reduce the interest rate from 15% to 10%.


CAPITOL HEALTH: Case Summary & 31 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Capitol Health Management, Inc.
        2202 Steinway Street
        Astoria, NY 11105

Bankruptcy Case No.: 08-13934

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Boro Healthcare of Union                           08-13935
Boro Medical, P.C.                                 08-13936  
Boro Medical of New York, Inc.                     08-13937
Boro Medical of Westchester                        08-13938
Boulevard Surgical Center, Inc.                    08-13939  
Lifeco Medical, P.C.                               08-13940

Type of Business: The Debtors provide health care management and
                  medical placement services.

                  Parkway Hospital Inc., which operates a 251-bed
                  propriety community hospital, is an affiliate of
                  the Debtors.  Parkway Hospital filed for Chapter
                  11 protection from its creditors on July 1, 2005
                  (Bankr. S.D. N.Y. Case No. 05-14876).  Timothy
                  W. Walsh, Esq., at DLA Piper Rudnick Gray Cary
                  US LLP, represented the Parkway Hospital.  The
                  case was also assigned to Prudence Carter
                  Beatty.

                  As reported in the Troubled Company Reporter
                  on Aug. 9, 2007, the Court confirmed Parkway
                  Hospital's amended plan of reorganization and
                  exited from bankruptcy on Feb. 28, 2008, ending
                  its three-year term in bankruptcy.

                  See: http://www.boromedical.com/

Chapter 11 Petition Date: October 7, 2008

Court: Southern District of New York (Manhattan)

Judge: Prudence Carter Beatty

Debtor's Counsel: Kevin J. Nash, Esq.
                  FinkGold@aol.com
                  Finkel Goldstein Rosenbloom Nash, LLP
                  26 Broadway, Suite 711
                  New York, NY 10004
                  Tel: (212) 344-2929
                  Fax: (212) 422-6836

Estimated Assets: $1 million to $10 million

Estimated Debts: $50 million to $100 million

Debtor's 31 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Arent Fox LLP                                        $2,750,000
1675 Broadway
New York, NY 10019

Centers For Medicare &                               $1,800,000
Medicaid Services
7500 Security Boulevard
Baltimore, MD 21244

Smith & Nephew                                       $65,904
150 Minuteman Road
Andover, MA 01810

Daily Mirror Associates                              $42,760

Modern Medical Systems Co.                           $39,976

Caligor Physicians                                   $32,484

Cross County Shopping Ctr.                           $28,150

Comprehensive Anesthesia                             $27,650
Associates

GEM Medical Supply Inc.                              $27,138

PSS World Medical                                    $20,110

J. Prevuedello Services                              $19,929

Unitex                                               $15,379

EPIC Mechanical Contractors LLC                      $13,781

ArthroCare                                           $10,969

Stryker Endoscopy                                    $10,746

Boston Scientific                                    $10,347

Marshall M. Miller                                   $10,000
Associates Inc.

Accountemps                                          $8,911

Hydrocision Inc.                                     $7,605

ConMed Linvatec                                      $6,957

Northeast Advertising                                $6,482
Corporation

Pentax                                               $5,582

Osteomed LP                                          $5,431

Medline Industries Inc.                              $5,357

Complete Systems Care Inc.                           $5,208

Office Depot                                         $3,992

Complete Systems Care Inc.                           $3,663

Gazette News Printing                                $3,160

Creative Plan Designs, Ltd.                          $2,660

Abbate DeMarinis, LLP                                $2,333

Aflac                                                $1,326


CHARTER COMMUNICATIONS: Jonathan Dolgen Resigns as Board Member
---------------------------------------------------------------
Charter Communications Holdings LLC disclosed in a Securities and
Exchange Commission filing that on Sept. 29, 2008, Jonathan L. Dolgen
resigned as a member of the Board of Directors of Charter
Communications, Inc.

Based on St. Louis, Missouri, Charter Communications Holdings LLC
-- http://www.charter.com/-- is a holding company whose principal   
assets at June 30, 2008, are the equity interests in its
subsidiaries, which include CCH II, LLC and CCO Holdings, LLC.  
Charter Communications Holdings LLC, CCH II, and CCO Holdings are
indirect subsidiaries of Charter Communications Holding Company,
LLC, which is a subsidiary of Charter Communications Inc.

The companies, through their operating subsidiary, Charter
Communications Operating, LLC, operate broadband communications
businesses in the United States offering to residential and
commercial customers traditional cable video programming (basic
and digital video), high-speed Internet services, and telephone
services, as well as advanced broadband services such as high
definition television, Charter OnDemand(TM), and digital video
recorder service.  Cable video programming, high-speed Internet,
telephone, and advanced broadband services are sold primarily on a
subscription basis.  The companies also sell local advertising on
cable networks.

Charter Communications Holdings LLC's consolidated balance sheet
at June 30, 2008, showed $14.65 billion in total assets,
$22.15 billion in total liabilities, and $203.0 million in
minority interest, resulting in a $7.70 billion members' deficit.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $340.0 million in total current
assets available to pay $1.36 billion in total current
liabilities.

The company reported a net loss of $199.0 million on revenues of
$1.62 billion for the second quarter ended June 30, 2008, compared
with a net loss of $281.0 million on revenues of $1.50 billion in
the same period last year.


CHARTER COMMUNICATIONS: Restates CEO Neil Smit's Employment Pact
----------------------------------------------------------------
Charter Communications Holdings LLC discloses that on Sept. 26, 2008,
Neil Smit, President and Chief Executive Officer, and the Company agreed
to a restatement and amendment of his employment agreement, effective as
of July 1, 2008.  

Terms of the restated and amended employment agreement include:

   -- extension of the term of the agreement to June 30, 2010;

   -- an increase in his salary to $1,500,000 from $1,200,000;

   -- an increase in his target bonus from 150% of annual base
      salary to 200% of annual base salary; and

   -- an increase in the maximum bonus payout to 125% of the
      target bonus in 2008, but not less than 125% and not more
      than 200% of the target bonus in 2009 and 2010.  

He will receive a signing bonus of $2,000,000, payable upon signing of
the restated and amended agreement, provided that in the event Mr. Smit
terminates his employment prior to Dec. 31, 2009, the Company will be
entitled to full repayment of the signing bonus; and in the event that
Mr. Smit terminates prior to June 30, 2010, but after Dec. 31, 2009,
then 50% of the signing bonus is repayable.  He will continue to
participate in the Company's Executive Cash Award Plan.  

The vesting of Mr. Smit's incentive awards from 2007 and 2008 are
accelerated to vest at June 30, 2010, the termination date of the
restated and amended employment agreement, and the incentive awards to
be granted in 2009 and 2010 will vest at various times partially
depending upon the achievement of financial targets, all as set forth in
the restated and amended employment agreement.

Each annual equity award in 2009 and 2010 will have the aggregate fair
value on the grant date of $6,000,000.  He is eligible to participate in
other employee benefit plans, programs and arrangements available
generally to other senior executives.  In the event that Mr. Smit is
terminated without "Cause" or "Good Reason," he will be entitled to a
lump sum payment equal to 3 times the sum of (a) his annualized salary
plus (b) 200% of his annualized salary; accelerated vesting of his
equity awards under the Company's Stock Incentive Plan; and, a lump sum
payment equal to 36 months of COBRA payments.

                   About Charter Communications

Based on St. Louis, Missouri, Charter Communications Holdings LLC
-- http://www.charter.com/-- is a holding company whose principal   
assets at June 30, 2008, are the equity interests in its
subsidiaries, which include CCH II, LLC and CCO Holdings, LLC.  
Charter Communications Holdings LLC, CCH II, and CCO Holdings are
indirect subsidiaries of Charter Communications Holding Company,
LLC, which is a subsidiary of Charter Communications Inc.

The companies, through their operating subsidiary, Charter
Communications Operating, LLC, operate broadband communications
businesses in the United States offering to residential and
commercial customers traditional cable video programming (basic
and digital video), high-speed Internet services, and telephone
services, as well as advanced broadband services such as high
definition television, Charter OnDemand(TM), and digital video
recorder service.  Cable video programming, high-speed Internet,
telephone, and advanced broadband services are sold primarily on a
subscription basis.  The companies also sell local advertising on
cable networks.

Charter Communications Holdings LLC's consolidated balance sheet
at June 30, 2008, showed $14.65 billion in total assets,
$22.15 billion in total liabilities, and $203.0 million in
minority interest, resulting in a $7.70 billion members' deficit.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $340.0 million in total current
assets available to pay $1.36 billion in total current
liabilities.

The company reported a net loss of $199.0 million on revenues of
$1.62 billion for the second quarter ended June 30, 2008, compared
with a net loss of $281.0 million on revenues of $1.50 billion in
the same period last year.


CHESAPEAKE CORP: Delisted from NYSE, to Trade on OTC Bulletin
-------------------------------------------------------------
NYSE Regulation, Inc., determined that the common stock of Chesapeake
Corp. -- ticker symbol CSK -– should be suspended prior to the market
opening on Oct. 8, 2008.  The company expects to commence trading on the
OTC Bulletin Board on the same day.

The decision to suspend Chesapeake's common stock was reached in view of
the fact that the company has fallen below the New York Stock Exchange's
continued listing standard regarding average global market
capitalization over a consecutive 30 trading day period of not less than
$25 million, which is the minimum threshold for continued listing.  The
total average market capitalization was approximately $21.2 million on
Sept. 29, 2008.   

Chesapeake had previously fallen below the NYSE's continued listing
standards for average global market capitalization over a consecutive 30
trading day period of not less than
$75 million and latest reported stockholders' equity of not less than
$75 million and NYSE Regulation was reviewing business plan materials.
However, in light of the subsequent non-compliance with the
aforementioned market capitalization standard, this plan process is no
longer available to the company.

Chesapeake has a right to a review of this determination by a Committee
of the Board of Directors of NYSE Regulation.  Application to the
Securities and Exchange Commission to delist the issue is pending the
completion of applicable procedures, including any appeal by the Company
of the NYSE Regulation staff's decision.  The NYSE noted that it may, at
any time, suspend a security if it believes that continued dealings in
the security on the NYSE are not advisable.

                   About Chesapeake Corporation

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

                         *     *     *

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

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


CIENA CAPITAL: US Trustee to Hold Meeting to Form Panel on Oct. 8
-----------------------------------------------------------------
The United States Trustee for Region 2, will hold an organizational
meeting in the Chapter 11 cases of Ciena Capital LLC on October 8, 2008
at 11:00 a.m. at U.S. Trustee Meeting Room, 80 Broad Street, 4th Floor
in New York.

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

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

                      About Ciena Capital LLC

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 company and its 11 affiliates filed for Chapter 11 protection 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.  When the Debtors filed for protection from their
creditors they listed assets and debts at $100 million to $500 million.


CLUB AT WATERFORD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: The Club at Waterford, LP
        10516 FM 1431 East
        Marble Falls, TX 78654  

Bankruptcy Case No.: 08-11925

Chapter 11 Petition Date: October 6, 2008

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Joseph D. Martinec, Esq.
                  martinec@mwvmlaw.com
                  Martinec, Winn, Vickers & McElroy, P.C.
                  600 Congress Avenue, Suite 500
                  Austin, TX 78701
                  Tel: (512) 476-0750
                  Fax: (512) 476-0753

Estimated Assets: $50 million to $100 million

Estimated Debts: $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Wells Fargo Financial Leasing                        $759,812
P.O. Box 6434
Carol Stream, IL 60197-6434

Willis Environmental Engineering                     $695,247
310 Main
Marble Falls, TX 78654

Sema Golf, LLC                                       $145,554
7353 S. Eagle Street
Centennial, CO 80112

Russell, Randy                                       $100,000

Bechtol, Roy                                         $100,000

Bladerunner Runner Farms                             $94,329

Greenberg Traurig                                    $71,104

B & B Electric                                       $50,500

Woodside Partners                                    $50,000

LCRA                                                 $50,000

Plant It, Inc.                                       $39,116

Textron Financial Corp./E-Z-Go                       $34,880

Lone Star Geo Products, LLC                          $25,088

Planned Environment                                  $22,734

Freeman & Corbett LLP                                $22,234

Odessa Pumps & Equipment                             $20,684

Willis-Sherman Associates, Inc.                      $19,204

Triple S. Petroleum                                  $17,591

Apex Drilling                                        $16,329

Contech Bridge Solutions Inc.                        $16,063


COMM 2006-C7: S&P Affirms Ratings on 22 Classes of Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its rating on 22 classes of
commercial mortgage pass-through certificates from COMM 2006-C7.

The affirmed ratings reflect credit enhancement levels that provide
adequate support through various stress scenarios.
     
As of the Sept. 10, 2008, remittance report, the trust collateral
consisted of 155 loans with an aggregate principal balance of $2.40
billion, compared with 156 loans with a $2.45 billion aggregate balance.
The master servicer, Midland Loan Services Inc., reported financial
information for 90% of the loans in the pool.  Eighty-seven percent of
the servicer-reported information was full-year 2007 data. Based on this
information, Standard & Poor's calculated a weighted average DSC of
1.58x, up from 1.37x at issuance.  All of the loans in the pool are
current, and no loans are with the special servicer.  To date, the trust
has not experienced any losses.
     
Nine loans ($116.4 million, 5%) in the pool have reported low debt
service coverage, two of which are credit concerns.  The properties
securing these two loans have experienced a combination of declining
occupancy and higher operating expenses, and S&P stressed these loans in
its analysis.  The nine loans with low DSC are secured by a variety of
retail, multifamily, and office properties, have an average balance of
$12.9 million, and have experienced a weighted average decline in DSC of
33% since issuance.  The seven loans that are not credit concerns have
mitigating factors that offset S&P's concern with the low DSC; some of
the collateral properties have seen improvements in occupancy and some
have structural features that mitigate the
low coverage.
     
The top 10 exposures secured by real estate have an aggregate principal
balance of $881.9 million (37%) and a weighted average DSC of 1.43x, up
from 1.28x at issuance.  This calculation includes additional debt
service for six of the top 10 exposures that have initial interest-only
periods and did not begin to fully amortize in 2007.  One of the top 10
exposures is on the master servicer's watchlist.  Standard & Poor's
reviewed the property inspection reports provided by Midland for the
assets underlying the top 10 exposures.  Four were characterized as
"excellent" and the rest were characterized as "good."
     
The credit characteristics of Decoration & Design Building, Sandalwood
Crossed Portfolio, Valley Forge Convention Plaza, Marriott Resort
Clearwater Beach on Sand Key, and 4 Park Avenue are consistent with
those of investment-grade obligations.  Standard & Poor's adjusted
values for these loans are comparable to their levels at issuance.
     
Midland reported a watchlist of 21 loans totaling $291.1 million (12%).
The largest loan on the watchlist, and the seventh-largest loan in the
pool, Decoration & Design Building ($100 million, 4%), is secured by the
leasehold interest in a 589,387-sq.-ft. design center located at 979
Third Avenue in Manhattan.  The loan is on the watchlist because the
borrower failed to submit quarterly financial statements, which violated
the reporting covenant in the
loan agreement.  At year-end 2007, the loan reported a DSC of 2.89x and
occupancy was 97%.
     
The third-largest loan, the Bon-Ton Department Stores Portfolio ($124.7
million, 5%), is not on Midland's watchlist but has not submitted
financial information since securitization.  The loan is secured by 11
single-tenant retail properties and one warehouse facility encompassing
a total of 2,003,186 sq. ft. located throughout Illinois, Wisconsin,
North Minnesota, Indiana, Michigan, and Ohio.  The retail stores are
operated as Boston Stores, Herberger's, Carson Pirie Scott,
Elder-Beerman, and Younker's, which are all operated by the sponsor of
the loan, Bon-Ton stores.
     
The remaining loans are on the watchlist primarily because of low
occupancy or a decline in DSC since issuance.
     
Standard & Poor's identified six collateral properties in areas affected
by Hurricane Ike with a total balance of $47.5 million (2%).  Midland
notified S&P that two properties ($23.7 million) experienced minimal
damages but could not confirm whether the other four properties were
damaged.  Three ($18.1 million) of the four properties appear to have
sufficient insurance coverage.
     
Standard & Poor's stressed the loans on the watchlist and the other
loans with credit issues as part of its analysis.  The resultant credit
enhancement levels adequately support the lowered and affirmed ratings.

Ratings Affirmed

COMM 2006-C7

Class         Rating    Credit enhancement
-----         ------    ------------------
A-1           AAA                       30.58
A-2           AAA                       30.58
A-3           AAA                       30.58
A-AB          AAA                       30.58
A-4           AAA                       30.58
A-1A          AAA                       30.58
A-M           AAA                       20.38
A-J           AAA                       12.49
B             AA                        10.32
C             AA-                        9.30
D             A                          7.77
E             A-                         6.88
F             BBB+                       5.61
G             BBB                        4.59
H             BBB-                       3.31
J             BB+                        2.80
K             BB                         2.55
L             BB-                        2.16
M             B+                         2.04
N             B                          1.78
O             B-                         1.40
X             AAA                         N/A

N/A -- Not applicable.


CONSTAR INT'L: Highly Leveraged Capital Cues S&P to Junk Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit rating
on Constar International Inc. to 'CCC+' from 'B-'.  The outlook is
negative.
     
At the same time, Standard & Poor's lowered its rating on the company's
$220 million senior secured notes to 'CCC+' from 'B-' and its rating on
the $175 million senior subordinated notes to 'CCC-' from 'CCC'.  The
recovery ratings remain unchanged.

"The downgrade reflects the company's highly leveraged capital
structure; our expectation for weak operating results in the next few
quarters, which will forestall improvement to key credit metrics;
somewhat reduced liquidity; and the uncertainty related to the new
contract with PepsiCo Inc.," said Standard & Poor's credit analyst Henry
Fukuchi.
     
Philadelphia-based Constar anticipates renewing the Pepsi contract in
the near future, but the timing and exact terms are uncertain.  S&P
believes that even with the renewal Constar's financial profile will
remain weak.  The new contract will require Constar to make significant
restructurings, but it will position the company for improved operating
results in 2009.  S&P expects that
Pepsi will renew its contract with the company.  Under Constar's
revolving credit agreement, if the cold fill Pepsi contract is not
renewed, the material adverse change would constitute a default and the
lenders could accelerate payment of this debt.

An acceleration of the revolving credit facility would permit the
acceleration of the secured notes and the subordinated notes.
     
Operating results for the first half of 2008 were subpar because of
rising energy and material costs coupled with lower conventional volume.
A significant portion of the volume decline was due to lost business,
and further losses related to the continuing trend of water customers
producing their own bottles.  Moreover, Constar's single-serve
polyethylene terephthalate packages continued to experience weaker
demand because of lower sales to its beverage customers.  Many of
Constar's beverage customers, particularly distributors to convenience
stores and gas stations, have experienced lower demand owing to high gas
prices, higher PET prices, and the impact the economy is having on
discretionary spending.
     
The rating on Constar reflects the company's highly leveraged financial
profile, low cash flow generation, weak margins, and vulnerable business
profile.
     
Constar manufactures blow-molded containers, mainly PET containers for
carbonated beverages and water.  The company operates in the fragmented
and highly competitive rigid plastic packaging industry.


CREDIT SUISSE: S&P Trims Ratings on Six Classes of Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six classes of
commercial mortgage pass-through certificates from Credit Suisse
Commercial Mortgage Trust Series 2006-C1 and removed them from
CreditWatch with negative implications, where they were
placed on Sept. 29, 2008.  In addition, S&P affirmed its ratings on two
classes and removed them from CreditWatch with negative implications.
Concurrently, S&P affirmed its ratings on the remaining classes from
this transaction.
     
The lowered ratings reflect credit concerns with 30 of the 39 loans in
the pool that reported debt service coverage below 1.0x.

The affirmed ratings reflect credit enhancement levels that provide
adequate support through various stress scenarios.
     
There are 39 loans in the pool, totaling $153.3 million (5.2%), that
have a reported DSC lower than 1.0x.  The loans are secured primarily by
a variety of office, multifamily, and retail properties.  The loans
experienced an average decline in DSC of 45.8% since issuance.  Of the
39 loans, Standard & Poor's has credit concerns with 30 (4.0%), most of
which have experienced
occupancy declines.  The other nine loans had relatively low amounts of
debt per sq. ft. or unit compared with other properties in the market.
     
As of the Sept. 15, 2008, remittance report, the collateral pool
consisted of 413 loans with an aggregate balance of $2.94 billion,
compared with 417 loans with a balance of $3.00 billion at issuance.
Loans secured by cooperative apartment properties secure 4.8% of the
pool.  As of the most current remittance report and excluding the
specially serviced loans, Capmark Finance Inc. serviced 59.5% of the
pool, KeyCorp Real Estate Capital Markets Inc. serviced 33.5% of the
pool, and NCB FSB serviced 6.8%
of the pool.  Excluding the co-op loans, combined financial reporting
for the pool is 89.6%.  Seventy-eight percent of the servicer-provided
information was full-year 2007 data.  Based on this data and excluding
co-op loans, Standard & Poor's calculated a weighted average DSC of
1.60x for the pool, up from 1.44x at issuance. To date, the trust has
not experienced any losses.
     
The top 10 loans have an aggregate outstanding pooled trust balance of
$1.00 billion (34.0%) and a weighted average DSC of 1.58x, up from 1.53x
at issuance.  Standard & Poor's reviewed property inspections provided
by the master servicer for all of the assets underlying the top 10
exposures.  Five of the properties contained in the CWA and NEI
portfolios were characterized as "fair," one property in the Lane
portfolio was characterized as "excellent," and the remaining properties
were characterized as "good."  
     
The credit characteristics of the 230 Park Avenue, St. Louis Galleria,
and NEI Portfolio loans are consistent with those of investment-grade
obligations.  Details of these loans are:

     -- The largest loan in the pool, the 230 Park Avenue loan,
        has a balance of $280.0 million (9.5%).  In addition,
        there is $285.0 million of mezzanine debt secured by a
        pledge of partnership interests in the borrowing entity.
        The loan is secured by The Helmsley Building, a 34-story
        office building totaling 1.24 million sq. ft. located on
        Park Avenue at 46th Street in New York City.  The reported
        DSC was 1.72x as of year-end 2007, and occupancy was 90.1%
        as of June 2008, compared with a DSC of 1.40x and
        occupancy of 88.7% at issuance.  Standard & Poor's
        adjusted net cash flow for this loan is comparable to its
        level at issuance.

     -- The second-largest loan in the pool, the St. Louis
        Galleria loan, has a trust balance of $171.4 million
        (5.8%) and a whole-loan balance of $242.6 million.  The
        loan is collateralized by 447,231 sq. ft. of a 1.16
        million-sq.-ft. regional mall in St. Louis, Missuori.
        Collateral occupancy was 96.3% as of the June 2008 rent
        roll, and the year-end 2007 DSC was 2.06x.  Standard &
        Poor's adjusted NCF has increased 12.1% since issuance.

     -- The fifth-largest exposure in the pool, the NEI Portfolio
        loan, has a balance of $70.0 million (2.4%).  The loan is
        collateralized by a portfolio of 26 cross-collateralized
        and cross-defaulted properties consisting of office (39.4%
        of the allocated loan balance, nine properties), retail
        (26.4%, five), truck parking (15.6%, three), multifamily
        (10.3%, six), and industrial (8.3%, three) located in
        California (13 properties), Virginia (two), Florida
        (three), Connecticut (four), Arizona (two), Ohio (one),
        and Texas (one).  Collateral occupancy was 91.3% as of May
        2008, and the year-end 2007 DSC was 2.60x, compared with a
        DSC of 2.61x and occupancy of 94.5% at issuance.  Standard
        & Poor's adjusted value for this loan is comparable to its
        level at issuance.

The three servicers reported a watchlist of 69 loans with an aggregate
outstanding balance of $325.3 million (11.1%).  The largest loan on the
watchlist and the eighth-largest loan in the pool is the Lane Portfolio
loan.  The loan is secured by three hotels: a 219-room Doubletree in
Annapolis, Maryland; a 224-room Hilton in Kentwood, Michigan; and a
146-room Courtyard by Marriott in Durham, North Carolina.  The loan
appears on the watchlist due to a decline in DSC.  As of Dec. 31, 2007,
the property reported a DSC of 1.10x, compared to a DSC of 1.43x at
issuance.  The remaining loans are on the watchlist primarily because of
low occupancy or a decline in DSC since issuance.
     
As of the Sept. 15, 2008, remittance report, there were two loans
totaling $4.7 million (0.2%) with the special servicer, Helios AMC LLC.
Subsequent to the reporting date, 116-118 North York
($2.8 million, 0.1%) was transferred to Helios.  The property is a
17,608-sq.-ft. mixed-use office and retail building in Elmhurst,
Illinois.  Per a recent conversation with Helios, the loan was
transferred to special servicing after the Securities and Exchange
Commission filed charges against the principal of the borrower and
others.  A federal court subsequently ordered the appointment of a
receiver over the principal's assets, including the collateral property.
Given that the loan was newly transferred to special servicing, Standard
& Poor's will continue to monitor the loan.  Details of the other two
specially serviced loans are:

     -- The Las Villas Apartments loan ($2.8 million) is
secured         
        by a 140-unit multifamily property built in 1968 in
        Houston, Texas.  The loan was transferred to the special
        servicer in April 2008 due to the borrower's failure to
        maintain the property.  In June 2006, there was a flood in
        Houston and half the units sustained damage.  The borrower
        received some insurance proceeds from a federal flood
        program, but the borrower's private insurer did not pay on
        the claim.  The borrower and the private insurer are
        currently in litigation concerning the claim.

After the flood, the borrower was able to repair the units, and
occupancy had risen to 87.7% as of June 2008.  However, about 30 units
at the property were damaged as a result of Hurricane Ike.  The property
had windstorm and flood insurance coverage at the time of the event, and
the borrower is in the process of making an insurance claim.  In the
meantime, he plans to bring the damaged units back on line by paying
out-of-pocket while waiting for the
insurance proceeds.  The borrower is current on payments.  The most
recent appraisal, from April 2008, valued the property at
$2.6 million.  As Ike was a recent event, Standard & Poor's is
continuing to monitor this loan.  S&P does not expect a loss at this
time.
     
The Leschi Park Professional Building loan ($1.9 million) is secured by
a 10,000-sq.-ft. office building built in 1998 in Seattle, Washington.
The loan was transferred to the special servicer in December 2007 due to
nonpayment.  The loan experienced an additional default when the
borrower filed for Chapter 11 bankruptcy protection.  After the Chapter
11 filing, the principal of the borrower diverted rents from the
property.  The bankruptcy court appointed a trustee to deal with the
disposition of the property.  The most recent appraisal, from May 2008,
valued the property at $3.17 million.  Standard & Poor's expects a loss
upon the liquidation of this asset.
     
Standard & Poor's identified 14 properties (2.2%) in areas affected by
Hurricane Ike.  All 14 properties had windstorm and flood insurance
coverage at the time of the event.  Four properties (0.46%) did not
sustain damage.  One property (0.04%) experienced minor damage, which
has already been repaired.  The Las Villas Apartments property (0.10%),
which is in special servicing, suffered damage as a result of the storm.
S&P is still awaiting information on the remaining eight properties
(1.6%).
     
Standard & Poor's stressed the loans on the watchlist, along with other
loans with credit issues, as part of its pool analysis.  The resultant
credit enhancement levels support the lowered and affirmed ratings.
   
      Ratings Lowered and Removed from Creditwatch Negative

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

             Rating
             ------
Class     To        From              Credit enhancement
-----     --        ----              ------------------
L         BB        BB+/Watch Neg           2.43%
M         BB-       BB/Watch Neg            2.04%
N         B         BB-/Watch Neg           1.66%
O         B-        B+/Watch Neg            1.53%
P         CCC+      B/Watch Neg             1.40%
Q         CCC       B-/Watch Neg            1.15$

Ratings Affirmed and Removed from Creditwatch Negative

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

Class     To      From                Credit enhancement
-----     --      ----                ------------------
J         BBB     BBB/Watch Neg              4.21%
K         BBB-    BBB-/Watch Neg             2.94%
          

Ratings Affirmed
   
Credit Suisse Commercial Mortgage Trust Series 2006-C1
Commercial mortgage pass-through certificates
   
Class     Rating         Credit enhancement
-----     ------         ------------------
A-1       AAA                  30.64%
A-2       AAA                  30.64%
A-3       AAA                  30.64%
A-AB      AAA                  30.64%
A-4       AAA                  30.64%
A-1-A     AAA                  30.64%
A-M       AAA                  20.42%
A-J       AAA                  12.38%
B         AA+                  11.74%
C         AA                   10.47%
D         AA-                   9.32%
E         A+                    8.55%
F         A                     7.40%
G         A-                    6.38%
H         BBB+                  5.23%
A-X       AAA                    N/A
A-Y       AAA                    N/A


N/A -- Not applicable.


CREDIT SUISSE: S&P Junks Rating on Class O Certificates
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two classes of
commercial mortgage pass-through certificates from Credit Suisse
Commercial Mortgage Trust Series 2006-C2.  Concurrently, S&P affirmed
its ratings on 18 other classes from this transaction.     
     
The downgrades reflect credit concerns with nine ($33.1 million, 2%) of
the 14 loans ($271.4 million, 19%) that have reported debt service
coverage of less than 1.0x.  The affirmed ratings reflect credit
enhancement levels that provide adequate support through various stress
scenarios.   
     
The 14 loans are secured by a variety of multifamily, retail, hotel,
office, manufactured housing, and self-storage properties, have an
average balance of $19.4 million, and have experienced an average
decline in DSC of 36% since issuance.  Of these, five loans were not
credit concerns because of improved occupancies and relatively low
leverage.  The nine loans that are credit concerns are secured by
retail, hotel, multifamily, office, manufacturing housing, and
self-storage properties.  These properties have experienced a
combination of declining occupancies, deteriorating market conditions,
and higher operating expenses.  
     
As of the Sept. 17, 2008, remittance report, the collateral pool
consisted of 193 loans with an aggregate balance of
$1.419 billion, compared with the same number of loans with a balance of
$1.439 billion at issuance.  The master servicer, Wachovia Bank N.A.,
reported financial information for 97% of the pool.  Ninety percent of
the servicer-provided information was full-year 2007 data.  Standard &
Poor's calculated a weighted
average DSC of 1.28x for the pool, compared with 1.33x at issuance.
There are no delinquent loans and the trust has not experienced losses
to date.

The top 10 loan exposures secured by real estate have an aggregate
outstanding balance of $475.8 million (34%) and a weighted average DSC
of 1.08x, compared with 1.35x at issuance.  The largest, third-largest,
and eighth-largest loans are on the master servicer's watchlist.
Standard & Poor's reviewed property inspections provided by Wachovia for
all of the assets underlying the top 10 exposures.  All of the
properties
were characterized as "good."
     
One loan has credit characteristics consistent with investment-grade
rated obligations.  The Andover House loan ($25 million, 2%) is the
seventh-largest loan in the pool and is secured by a leasehold interest
in a 171-unit, 12-story multifamily building built in 2004 and located
in Washington, D.C.  For the year ended Dec. 31, 2007, DSC for this loan
was 1.99x and occupancy was 96.5%.  Standard & Poor's adjusted value for
this loan is down 5% since issuance.  
     
Wachovia reported a watch list of 28 loans with an aggregate outstanding
balance of $341.4 million (24%).

       --- The Babcock & Brown FX1 loan ($157.4 million, 11%) is
           the largest loan on the watch list and the largest loan
           in the pool.  The loan is secured by 13 multifamily
           properties totaling 4,990 units located in three
           states, Texas, South Carolina, and Alabama.  The master
           servicer placed this loan on the watch list because of
           deferred maintenance.    

  -- The Fortunoff Portfolio loan ($71.5 million, 5%) is the
     second-largest loan on the watchlist and the second-largest
     loan in the pool.  The loan is secured by a fee and leasehold
     interest in a single-tenant retail property in Westbury, New
     York, and the leasehold interest in a single-tenant property
     in Woodbridge, New Jersey.  The master servicer placed this
     loan on the watchlist because the DSC fell below 1.10x.  For
     the six months ended June 30, 2008, the servicer reported a
     DSC of 0.84x.   

     -- The Parc at Duluth loan ($24.5 million; 2%) is the third-
     largest loan on the watchlist and the eighth-largest loan in
     the pool.  The loan is secured by a senior living facility
     built in 2003 and consisting of 165 units situated on
     approximately 8.43 acres in Duluth, Georgia.  The master
     servicer placed this loan on the watchlist because the DSC
     fell below 1.10x.  For the six months ended June 30, 2008,
     the servicer reported a DSC of 0.97x.

Standard & Poor's identified 13 collateral properties
($147.1 million; 10%) in areas affected by Hurricane Ike.  Of the 13
properties, 11 are covered by flood insurance, and all 13 are covered by
wind/hail insurance.  Wachovia could not confirm if the properties were
damaged.

Standard & Poor's stressed some of the loans on the watchlist, along
with other loans with credit issues, as part of its pool analysis.  The
resultant credit enhancement levels support the lowered and affirmed
ratings.

                         Ratings Lowered

Credit Suisse Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2006-C2

             Rating
             ------
Class     To        From   Credit enhancement
-----     --        ----   ------------------
N         B-        B            1.78%
O         CCC+      B-           1.39%

                         Ratings Affirmed

Credit Suisse Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2006-C2
  
Class     Rating           Credit enhancement
-----     ------           ------------------
A-1       AAA                    30.43%
A-2       AAA                    30.43%
A-3       AAA                    30.43%
A-1A      AAA                    30.43%
A-M       AAA                    20.29%
A-J       AAA                    13.19%
B         AA                     11.03%
C         AA-                    10.14%
D         A                      8.49%
E         A-                     7.23%
F         BBB+                   6.09%
G         BBB                    4.69%
H         BBB-                   3.55%
J         BB+                    3.17%
K         BB                     2.79%
L         BB-                    2.41%
M         B+                     2.28%                       
A-X       AAA                     N/A


N/A -- Not applicable.


CRYSTAL RIVER: S&P Lowers Ratings on Four Classes of Trusts
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four classes
and affirmed its ratings on six classes from Crystal River
Resecuritization 2006-1 Ltd.  Concurrently, S&P removed its ratings on
nine of these classes from CreditWatch with negative implications, where
they were placed on Sept. 29, 2008.
     
The lowered ratings follow the downgrades of six classes of commercial
mortgage-backed securities from Credit Suisse Commercial Mortgage Trust
Series 2006-C1.  Five of these downgraded classes ($33.1 million, 8.5%)
and one affirmed class from CSCMT 2006-C1 serve as collateral in Crystal
River 2006-1.       

According to the trustee report dated Sept. 22, 2008, the transaction's
current assets include 71 classes ($390.5 million, 100%) of CMBS
pass-through certificates from 32 distinct transactions issued between
2002 and 2007.  While none of the CMBS assets have sustained any losses
to date, first-loss positions currently represent $37.7 million of the
asset pool.  The following CMBS transactions represent asset
concentrations of 10% or more of total assets:

     -- Classes K, L, M, N, O, P, and Q ($51.8 million, 13%) from
        Credit Suisse Commercial Mortgage Trust Series 2006-C4;

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

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

S&P's analysis indicates that the current asset pool for Crystal River
2006-1 exhibits weighted average credit characteristics consistent with
'BB-' rated obligations.  Excluding the first-loss CMBS assets, S&P's
analysis indicates that the current asset pool exhibits credit
characteristics consistent with 'BB' rated obligations.  Standard &
Poor's rates $338.3 million (87%) of the assets.  S&P's analysis also
considers the interest reserve account, which serves to protect the
interest payments to class A and has a current balance of $1 million.
     
Standard & Poor's analysis of the transaction supports the lowered and
affirmed ratings.

       Ratings Lowered and Removed from Creditwatch Negative

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

              Rating
              ------
Class    To                     From
-----    --                     ----
D        BB+                    BBB-/Watch Neg
F        BB-                    BB/Watch Neg
G        B+                     BB-/Watch Neg
J        CCC+                   B-/Watch Neg

      Ratings Affirmed and Removed from Creditwatch Negative

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

              Rating
              ------
Class    To                     From
-----    --                     ----
A        AA                     AA/Watch Neg
B        A-                     A-/Watch Neg
C        BBB                    BBB/Watch Neg
E        BB+                    BB+/Watch Neg
H        B+                     B+/Watch Neg

                        Rating Affirmed

Crystal River Resecuritization 2006-1 Ltd.
Commercial mortgage-related securities
              
Class    Rating
-----    ------
K        CCC-         


DANIEL HALL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Daniel Wayne Hall
        7044 Royal Lane
        Dallas, TX 75230

Bankruptcy Case No.: 08-35130

Chapter 11 Petition Date: October 6, 2008

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Michelle E. Shriro, Esq.
                  mshriro@singerlevick.com
                  Singer & Levick, P.C.
                  16200 Addison Rd., Suite 140
                  Addison, TX 75001
                  Tel: (972) 380-5533
                  Fax: (972)380-5748

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.
                       

D'ESPRIT INC: Files Schedules of Assets and Liabilities
-------------------------------------------------------
D'Esprit Inc. delivered to the United States Bankruptcy Court for the
District of Arizona its schedules of assets and liabilities, disclosing:

   Name of Schedule                     Assets    Liabilities
   ----------------                    -------    -----------
   A. Real Property                 $2,600,000
   B. Personal Property               $411,543
   C. Property Claimed
      as Exempt
   D. Creditors Holding                            $2,180,000
      Secured Claims
   E. Creditors Holding                                $4,978
      Unsecured Priority
      Claims
   F. Creditors Holding                              $659,391
      Unsecured Nonpriority
      Claims
                                       -------   ------------
      TOTAL                         $3,011,543     $2,844,370

Headquartered in Tucson, Arizona, D'Esprit Inc. operates a real estate
business.  The company filed for Chapter 11 protection on Sept. 3, 2008
(Bankr. D. Ariz. Case No. 08-1161).


EXAERIS INC: Wants Controlling Shareholder Held in Contempt
-----------------------------------------------------------
Bill Rochelle of Bloomberg News reports that Exaeris, Inc., and
affiliate Inyx USA, Ltd., asked the U.S. Bankruptcy Court for the
District of Delaware on Oct. 6, 2008, to hold controlling shareholder
Jack Kachkar in contempt for not completing the acquisition of the
Debtors' assets by Sept. 3.

As reported in the Troubled Company Reporter on March 7, 2008,
under the proposed plan, the Debtors' assets were to be sold to Mr.
Kachkar in exchange for a waiver of the $2.1 million postpetition
financing the Debtors' owe him.

Mr. Kachkar, according to the report, filed papers saying he is having
trouble with the "funding source."  The U.S. Trustee wants the Debtors'
cases converted to Chapter 7 liquidation, according to the report.

                    About Inyx USA and Exaeris

Headquartered in Exton, Pennsylvania, Exaeris Inc. --
http://www.exaeris.com/-- focuses on the strategic    
commercialization of niche or enhanced pharmaceutical products,
marketing and promotion activities.  Inyx USA Ltd. and Exaeris are
wholly owned subsidiaries of Inyx, Inc. (OTC:IYXI) --   
http://www.inyxinc.com/-- a specialty pharmaceutical company.

Exaeris Inc. filed for chapter 11 protection on July 2, 2007
(Bankr. D. Del. Case Nos. 07-10887).  Anthony M. Saccullo, Esq.,
at Fox Rothschild, L.L.P., in Wilmington, Delaware, represents the
Debtor.  When Exaeris filed for protection from its creditors,
Exaeris estimated its assets were less than $10,000 but debts were
between $1 million and $100 million.

In Court documents filed by Jack Kachkar, CEO of Inyx, Inc., Inyx
USA is indebted to Westernbank Puerto Rico in the approximate
amount of $35 million and secured by a first-priority lien in
substantially all of Inyx USA's assets.  Exaeris has in excess of
$5 million in prepetition unsecured obligations outstanding to
various creditors.  

Ashton Pharmaceuticals and Inyx Pharma, the Debtors' UK
affiliates, were placed into an involuntary administration on
June 29, 2007.  Ernst & Young was appointed by the UK court as
administrators.


FOCUS ENHANCEMENTS: To Cut Workforce by 45 Employees
----------------------------------------------------
Focus Enhancements Inc. disclosed in a Securities and Exchange
Commission filing that it has taken action to reduce its worldwide
workforce by approximately 45 employees, primarily associated with its
Ultra Wideband development.  The Company expects its worldwide workforce
to be approximately 100 employees by Oct. 31, 2008.

Headquartered in Campbell, California, Focus Enhancements, Inc.
(NASDAQ:FCSE) -- http://www.videonics.com/-- designs video and   
wireless AV technologies.  Its semiconductor group develops
wireless IC chip sets based on WiMedia UWB and 802.11a standards,
and design as well as markets portable ICs to the video
convergence, portable media, navigation systems and smartphone
markets.  The company's system group develops video products for
the digital media markets, with customers in the broadcast, video
production, digital signage and digital asset management markets.

Focus Enhancements, Inc. filed for chapter 11 protection on
Sept. 16, 2008, (Bankr. N.D. C. Case No. 08-55216) Gregory A. Rougeau,
Esq. at Law Offices of Manasian and Rougeau represents the Debtor.  The
Debtor has total assets of $9,695,000 and total debts of $37,429,000.


FRED LEIGHTON: Sues Merrill to Void Security Interest
---------------------------------------------------------
Bill Rochelle of Bloomberg News reports that Fred Leighton Holding,
Inc., and its debtor-affiliates and secured creditor Merrill Lynch & Co.
sued each other on Oct. 1 and 2, 2008, respectively.

The Debtors, according to the report, argue that Merrill Lynch's
security interests were given in a fraudulent transfer and are void.
Other alleged misdeeds the Debtors claimed, according to the report,
include breach of contract, negligence and libel, and justifying
subordinating Merrill's claims to the interests of stockholders.

Merrill Lynch then responded with its own complaint, giving its version
of the facts, and asking the U.S. Bankruptcy
Court for the Southern District of New York to declare that its liens
are valid and enforceable, according to the report.

The papers together total more than 120 pages.

Last month, the Debtors' Official Committee of Unsecured Creditors
sought more time to negotiate with Merrill Lynch before filing what it
called "compelling challenges" to its claims.

                       About Fred Leighton

Fred Leighton Holding, Inc. -- http://www.fredleighton.com/-- is   
a New York-based jewelry retailer owned by Ralph O. Emerian.  Fred
Leighton has decked countless red-carpet-dwellers in diamonds,
including Sarah Jessica Parker, Nicole Kidman, and Catherine Zeta-
Jones.  It specializes in vintage jewelry from the 18th and 20th
centuries, including antique cushion-cut diamonds and antique and
estate brooches.  It also produces Fred Leighton signature
collection that combines past aura and the present materials and
craftmanship.

The Debtors filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code on April 15, 2008 (Bankr. S.D.N.Y., Case
No. 08-11363).  Joshua Joseph Angel, Esq., and Frederick E.
Schmidt, Esq., at Herrick, Feinstein LLP, in New York, represent
the Debtors.  An Official Committee of Unsecured Creditors has
been appointed in these cases.  The Committee's counsels are
Michael Z. Brownstein, Esq., and Rocco A. Cavaliere, Esq., at
Blank Rome LLP.  No trustee or examiner has been appointed in the
cases.  The Debtors listed total assets of $128,551,467 and total
liabilities of $134,814,367 in their schedules.


FREESCALE SEMICONDUCTOR: Adopts 2008 Incentive Performance Plan
---------------------------------------------------------------
Freescale Semiconductor, Inc. disclosed in a Securities and Exchange
Commission filing that the Compensation and Leadership Committee of its
Board of Directors has adopted the Freescale Semiconductor, Inc. 2008
Incentive Performance Plan.

The purpose of the Plan is to reinforce corporate, organizational and
business-development goals, to promote the achievement of short-term and
long-term financial and other business objectives, and to reward the
performance of individual employees in fulfilling their personal
responsibilities for long-range achievements.

The Plan will be administered by the Committee.  Subject to the terms of
the Plan, the Committee determines in its sole discretion the persons
who are to receive awards, the terms and conditions of each award and
the amount payable under each award. Awards may be granted to officers
and other employees of the Company.

Performance periods, performance factors and performance goals for
awards are determined by the Committee.  Award levels for any
performance period may be expressed as a dollar amount or as a
percentage of the participant's earnings or other measure as determined
by the Committee.

Except as otherwise determined by the Committee, upon a change in
control, all performance goals will be deemed achieved at target levels
and all other terms and conditions met; all performance cash awards will
be paid out as promptly as practicable; all annual management incentive
awards will be paid out based on the consolidated operating earnings of
the immediately preceding year or any other method of payment as
determined by the Committee.

The Board or the Committee may alter, amend, suspend or terminate the
Plan. However, an amendment that affects adversely the rights of a
participant under an award granted under the Plan requires the consent
of the participant.

A copy of the 2008 Incentive Performance Plan is available for free at
http://researcharchives.com/t/s?3374

                  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'.


FREESCALE SEMICONDUCTOR: S&P Puts 'B+' Rating Under Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate credit and
other ratings on Austin, Texas-based Freescale Semiconductor Inc. on
CreditWatch with negative implications.
      
"The CreditWatch follows the company's announcement that it is exploring
options to divest all or part of its cellular handset chipset products
business," noted Standard & Poor's credit analyst Lucy Patricola.  In
addition, the company announced that it has updated its arrangement with
Motorola Inc., eliminating their remaining minimum purchase commitments
in exchange for unspecified consideration.

"Freescale's cellular business has been under significant pressure,
characterized by declining volumes, reflecting the shrinking market
share of key customer Motorola, and consolidation of competitors," added
Ms. Patricola.  "The company has been challenged to grow its market
presence to attain sufficient scale to defray research and development
investments that are necessary to remain competitive." Further, the
elimination of Motorola's
remaining minimum purchase commitments is likely to dampen wireless
revenue in the near to mid term.

Standard & Poor's will meet with management to review the details of the
plans to divest the business, the impact of the modification of the
Motorola arrangement and future prospects for the balance of Freescale's
portfolio to determine the final impact on the rating.


G&G/PENINSULA LP: Case Summary & Six Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: G&G/Peninsula, LP
        3101 Welton Cliff
        Cedar Park, TX 78613

Bankruptcy Case No.: 08-11913

Chapter 11 Petition Date: October 6, 2008

Court: Western District of Texas (Austin)

Debtor's Counsel: Mark Curtis Taylor, Esq.
                  markt@hts-law.com
                  Hohmann & Taube LLP
                  100 Congress Ave., Suite 1800
                  Austin, TX 78701
                  Tel: (512) 472-5997

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $50 million

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Loomis Partners, Inc.          Engineering           $16,581
Attn: Amy Cantu
3101 Bee Cave Road #100
Austin, Texas 78746

Pedernales Electric Co-op      Utilities             $5,206
Attn: Accounting
P.O. Box 1
Johnson City, Texas 78636

City of Lago Vista             Utilities             $1,122
Attn: Accounting
P.O. Box 4727
Lago Vista, Texas 78645

Armbrust & Brown, LLP          Legal                 $401

Visser, Shidlofsky, LLP        Legal                 $250

D.B. Consulting, Inc.          Accounting            $78


GATEWAY ETHANOL: Files for Bankruptcy Protection
------------------------------------------------
Tiffany Kary of Bloomberg News reports that Gateway Ethanol, LLC, which
is owned by Orion Ethanol, Inc., filed for Chapter 11 bankruptcy
protection with U.S. Bankruptcy Court for the District of Kansas (Case
No. 08-2579) on Oct. 5, 2008, without giving a reason.

The Debtor also asked for permission from the Court to pay a total of 11
employees, according to the report.

The Debtor's largest unsecured creditors include Cargill Inc., with a
claim of $7.5 million, Noble Americas Corp., with a claim of $4 million,
and Indeck Power Equipment Co., with a claim of almost $1 million.

In March, the Debtor's plant was operating at less than full capacity
because of equipment damage caused by a December
ice storm, the Hutchinson News in Kansas reported.  The Pratt Tribune
reported separately that the same plant was temporarily shut down on
high corn costs.

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol plant that
has a capacity of 55 million gallons a year, according to Orion
Ethanol's web site.

Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and Tammee E. McVey,
Esq., at Bryan Cave, LLP, represent the Debtors in its restructuring
efforts.  In its filing, the Debtor listed estimated assets between $50
million to $100 million and estimated debts between $50 million to $100
million.


GATEWAY ETHANOL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Gateway Ethanol, L.L.C.
        10333 NE 30th Street
        Pratt, KS 67124

Bankruptcy Case No.: 08-22579

Type of Business: The Debtor operates an ethanol plant.

Chapter 11 Petition Date: October 5, 2008

Court: District of Kansas (Kansas City)

Judge: Dale L. Somers

Debtor's Counsel: Laurence M. Frazen, Esq.
                  lmfrazen@bryancave.com
                  Megan J Redmond, Esq.
                  megan.redmond@bryancave.com
                  Tammee E McVey, Esq.
                  temcvey@bryancave.com
                  Bryan Cave, LLP
                  3500 One Kansas City Place
                  1200 Main Street
                  Kansas City, MO 64105
                  Tel: (816) 374-3200

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Cargill Inc                    Trade Debt            $7,379,326
P O Box 9300 MS 19            
Minneapolis, MN 55440-9300    

Attn: Dennis Inman - Grain
Tel: (952) 742-2501
Fax: (952) 742-7313

    -- or --

Rob Robuck - Dry Division
Tel: (952) 742-4457
Fax: (952) 249-4361

Noble Americas Corp.           Loan and              $3,981,282
333 Ludlow Street, Suite 1230  Trade Debt
Stamford, CT 06902            
Attn: Richard Allen DiDonna
Tel: (203) 363-7928
Fax: (203) 324-8565

Indeck Power Equipment Co.     Trade Debt            $954,228
1111 S Willis Ave             
Wheeling, IL 60090            
Attn: Diane Tinetti
Tel: (847) 541-8300
Fax: (847) 541-9984

Trinity Industries Leasing     Trade Debt            $709,305
2525 Stemmons Freeway      
Dallas, TX 75207           
Attn: Tom Jardine
Tel: (800) 227-8844
Fax: (214) 589-8501 Fax

Victory Energy                 Trade Debt            $281,957
1070 E 126 St North
Collinsville, OK 74021
Attn: John Viskup
Tel: (918) 274-0023
Fax: (918) 274-0059

Union Pacific Railroad         Trade Debt            $64,390
                           
Jeff Spencer & Associates      Trade Debt            $50,049
LLC

John Deere Credit              Trade Debt            $37,013

Indeck Keystone Energy         Trade Debt            $31,950

City of Pratt, Kansas          Trade Debt            $28,761

Trace Environmental            Trade Debt            $27,087

RC Holdings-Pratt, LLC         Real Property         $20,800
                               Lease
                         
R & J Material Handling        Trade Debt            $20,715
                         
Ascendant Partners, Inc.       Professional          $10,383
                               Services

White Barron, LLC              Trade Debt            $8,100

Lawson Products                Trade Debt            $7,616

Stull Law Office, P.A.         Professional          $6,778
                               Services

Stanion Wholesale Electric     Trade Debt            $5,416
Co.                        

IBM Corporation                Trade Debt            $4,644

Hammel Scale Co, Inc.          Trade Debt            $3,567


GENERAL GROWTH: S&P Downgrades Ratings to 'B+'; On Watch Neg            
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit rating
on General Growth Properties Inc. to 'B+' from 'BB'. At the same time,
it lowered the rating on the company's unsecured debt to 'B' from 'BB-',
affecting roughly $5 billion of securities.
The recovery rating assigned to the company's unsecured debt remains
unchanged at '5'. All of S&P's General Growth-related ratings remain on
CreditWatch with negative implications.

General Growth has roughly $1.2 billion of debt that comes due through
the end of 2008, and the company lacks a clearly articulated plan to
address these debt maturities. In light of the recent departure of the
company's chief financial officer and volatility in the capital markets,
S&P believes that refinancing will be a challenge. In S&P's view, the
company may need to be
meaningfully recapitalized in the medium term, given its current high
leverage levels and roughly $7 billion of additional maturities in 2009
and 2010.

Chicago-based General Growth is one of the nation's largest owners and
operators of regional malls, with a portfolio of over 200 shopping
centers in 44 states. On June 30, 2008, the company's portfolio was 93%
occupied and same-property net operating income had increased a healthy
3.9% during the first half of the year. However, the company is highly
leveraged with debt and preferred stock totaling 91% of capital on a
book-value basis.

The REIT recently announced that its chief financial officer had stepped
down and that it would suspend its common dividend, a move that will
conserve approximately $160 million of cash in the fourth quarter.
However, ongoing volatility in the debt and equity capital markets
exacerbates the potential difficulty that the company may have in
raising capital, particularly equity capital, in the near term. General
Growth is reviewing alternative capital
strategies. It should be noted that a significant component of the
company's maturing debt is collateralized by assets such as the Fashion
Show Mall on the Las Vegas Strip. The high-quality and stable cash flow
generated by several of these properties should make them attractive to
lenders; however, S&P  believes the cost to refinance these properties
will be higher in the current
environment.

S&P's ratings on General Growth will remain on CreditWatch until the
company articulates a strategy to permanently address pressing capital
needs.  S&P would remove its ratings from CreditWatch and consider a
stable outlook if the company repays or successfully refinances
near-term maturities. Alternatively, it may lower our ratings further if
the company does not implement a refinancing strategy in a timely
fashion or if the REIT elects to
relinquish core assets.

RATINGS LOWERED AND REMAINING ON CREDITWATCH NEGATIVE

General Growth Properties Inc./The Rouse Co.
                                 Rating
                        To                From
Corporate credit       B+/Watch Neg/--   BB/Watch Neg/--
Unsecured debt         B/Watch Neg/--    BB-/Watch Neg/--

RECOVERY RATING UNCHANGED
General Growth Properties Inc./The Rouse Co.
Recovery rating        5


GENERAL MOTORS: Opel to Cut Production in Europe by 40,000 Cars     
---------------------------------------------------------------
Dow Jones Newswires reports that General Motors Corp.'s Opel brand will
cut production in Europe by 40,000 cars by year-end due to declining
demand.

Dow Jones relates that an Opel spokesperson said that the company will
lessen production at its German plants in Bochum and Eisenach to not
build up inventory, which would hurt prices for new cars.  According to
Business.techwhack.com, GM already shut down the Bochum factory, which
would remain down until Oct. 13.  GM said that production at their plant
in Eisenach would stop from Oct. 13 for three weeks,
Business.techwhack.com states.

The spokesperson, according to Dow Jones, said that GM Europe is also
discussing about reducing production at its U.K. and Spain plants.  

The Opel plant in Gliwice, Poland, will stop production for 20 days,
reducing production by 15,000 cars at the Gliwice plant, Przemyslaw
Byszewski told TVN CNBC television.  Dow Jones quoted Mr. Byszewski as
saying, "Our daily output has recently averaged 700 units a day and
we're talking about a 20-day shutdown."

                     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: Seeks to Refinance Detroit Headquarters
-------------------------------------------------------
Reuters reports that General Motors Corp. is asking the Detroit city
pension officials' support to refinance its Detroit headquarters in
Renaissance Center.

GM had been leasing the Renaissance Center since 1996.  In May 2008, GM
bought the building for $625 million.  GM took out a $626 million
mortgage to purchase the building and pay for
millions worth of improvements, the Associated Press relates. GM paid
off the initial mortgage when it expired in May, and since then has been
looking to raise cash with another financing deal, the AP says, citing
John Blanchard, executive director of GM worldwide real estate.

Reuters relates that GM spokesperson Tom Wilkinson said on Tuesday that
the company is meeting with Detroit's police and fire pension board this
week to seek financial assistance.  Reuters quoted Mr. Wilkinson as
saying, "We have been looking for options to monetize the asset.  This
particular deal is probably a long shot because the deal we'd like to do
on the building is way more than they would typically have to invest."

GM would consider a sale of the building, Reuters says, citing Mr.
Wilkinson.  According to the report, Mr. Wilkinson said, "We might do a
sale and lease back," but GM won't leave the building.

Tom Krisher at The Associated Press reports that GM said it is looking
to take out a mortgage on the headquarters as it continues efforts to
raise cash.  Reuters states that GM wants to cut $10 billion in costs to
shore up cash and is readying asset sales.

According to The AP, GM's top real estate executive said that GM will
make a presentation on Thursday to the Detroit police and fire pension
board to see if it might be interested in investing in the Renaissance
Center, and will talk with the general employees' pension board.

The AP says that John Blanchard, executive director of GM worldwide real
estate, said in an interview, "We have equity that's built up in our
global headquarters.  We're just looking to tap into that.  This is
pretty normal financial management for an asset the size of a building
like this."

GM would try to borrow about $500 million with the Renaissance Center as
collateral, The Detroit News relates.  Mr. Blanchard said that GM will
try to get the maximum amount of money out of the Renaissance Center as
it can, but would prefer to retain ownership, The AP states.  

Mr. Blanchard that if the pension board deals don't work, GM will go to
the credit markets, according to The AP.

The AP reports that Paul Stewart, the police and fire pension board
trustee, said he will decide on GM's proposal until he hears "GM's sales
pitch."  According to the report, Mr. Stewart said that the pension fund
has $3.8 billion in assets, and pays out about $26 million each month in
benefits.  Mr. Stewart said that the fund must have a 7.8% return on its
investments to pay its bills, the report states.

                     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: High Demand Cues Share Trading Blackout on Workers
------------------------------------------------------------------
General Motors Corporation disclosed in a Securities and Exchange
Commission filing that on Sept. 30, 2008, it had suspended purchases of
its common stock, par value $1-2/3 per share, by employees in GM's
Savings-Stock Purchase Plan and the Personal Savings Plan.

All purchases of Common Stock under the Plans have been suspended
because the Plans have now issued all of their registered shares of
Common Stock. This suspension is the result of recent unexpectedly high
demand among the Plans' participants due to increased employee interest
and a lower market price for the Common Stock.  The demand significantly
exceeded the usual volume and exhausted the supply of registered stock
more quickly than the administrators of the Plans foresaw.  Because of
this, GM was not able to provide advance notice of the suspension of
purchases of Common Stock under the Plans or of the trading blackout.
This trading blackout begins immediately and will end when GM files with
the Securities and Exchange Commission a registration statement
registering additional shares.  

GM expects to file a registration statement with the SEC during the week
of Nov. 9, 2008.

Plan participants, other than directors and officers, are not prevented
from selling Common Stock through the Plans, or buying or selling Common
Stock outside the Plans, during the blackout period.  Based on the
provisions of the Plans, these participants may also at any time
exchange shares in the Common Stock Fund for other investment options or
change their contribution election.

The contributions of participants currently directed to the GM Common
Stock Fund, will be invested in the default fund for the Plan in which
they participate, unless they provide new instructions.  This means
that, until the temporary suspension for Common Stock purchases is
removed, that contributions to the S-SPP will be invested in the Pyramis
Strategic Balanced Commingled Pool investment option and that
contributions to the PSP will be Invested In the Pyramis Active
Lifecycle Commingled Pool Investment option closest to the year that the
participant will attain the age of 65.

On Sept. 30, 2008, GM sent a notice to its directors and executive
officers informing them that a blackout period had commenced. During the
blackout period, GM's directors and executive officers will be
prohibited from directly acquiring, disposing of or transferring any
equity securities of GM acquired by them in connection with their
service or employment with GM in those capacities.

                     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.


HAMIL CORPORATION: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: The Hamil Corporation
        2128 Jackson Road
        Griffin, GA 30223

Bankruptcy Case No.: 08-12916

Type of Business: The Debtor offers industrial construction
                  services.

Chapter 11 Petition Date: October 6, 2008

Court: Northern District of Georgia (Newnan)

Debtor's Counsel: Scott B. Riddle, Esq.
                  sbriddle@mindspring.com
                  945 East Paces Ferry Road
                  Suite 2250 Resurgens Plaza
                  Atlanta, GA 30326
                  Tel: (404) 815-0164
                  Fax: (404) 815-0165

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

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


INTERSTATE BAKERIES: Plan Funding Commitments Pacts Approved
------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Missouri authorized Interstate Bakeries Corporation and eight of its
subsidiaries and affiliates to execute, deliver and
implement:

   (1) the Equity Commitment Letter with IBC Investors I, LLC,
       under which, among other things:

       -- IBC Investors commits to purchase, on the effective
          date of a plan of reorganization, (i) 4,420,000 shares
          of New Common Stock for a purchase price of
          $44,200,000, and (ii) New Convertible Debt in the
          principal amount of $85,800,000 for a purchase price of
          $85,800,000;

       -- IBC will issue (i) shares of New Common Stock of the
          Reorganized Company, (ii) New Senior Secured
          Convertible Debt in the aggregate principal amount of
          $171,600,000, and (iii) warrants to purchase New Common
          Stock.

       -- not later than November 21, 2008, IBC's disclosure
          statement -- in form and substance satisfactory to IBC
          Investors -- will be approved by the Court; and

       -- not later than January 15, 2009, IBC's Plan -- in form
          and substance satisfactory to IBC Investors -- will be
          confirmed by the Court;

       -- IBC will be reorganized pursuant to the Plan, which
          will be endorsed by the prepetition investors,
          consisting of Silver Point Finance, LLC, Monarch
          Alternative Capital L.P., and McDonnell Investment
          Management LLC, which collectively hold not less than
          53.8% of the aggregate prepetition debt outstanding
          under the Amended and Restated Credit Agreement, dated
          April 24, 2002, among IBC, Interstate Brands
          Corporation, a host of lenders, and JPMorgan Chase
          Bank, N.A., as administrative agent; and

       -- IBC agrees to pay IBC Investors, among other things,
          commitment fees for (i) $2,210,000 for the purchase of
          New Common Stock; and (ii) $4,290,000 for the purchase
          of New Convertible Debt, pursuant to the Equity
          Commitment Fee Letter, a copy of which is available for
          free at http://ResearchArchives.com/t/s?338c

       A full text copy of the Equity Commitment Letter is
       available at no charge at

                http://ResearchArchives.com/t/s?338c

   (2) the Revolving Loan or ABL Facility Commitment Letter
       with General Electric Capital Corporation, as
       administrative and collateral agent, and GE Capital
       Markets, Inc., as lead arranger, pursuant to which GE
       Capital and GECM will provide IBC with a $125,000,000
       senior secured revolving credit facility, under which
       borrowings may be made and letters of credit may be
       issued in connection with the consummation of a Plan.

       IBC will pay or reimburse GE Capital and GECM for all
       reasonable out-of-pocket costs and expenses, in connection
       with (i) the preparation, negotiation and execution of the
       Revolving Credit Facility documentation, (ii) the
       syndication and funding of the Credit Facility, (iii) the
       creation, perfection and protection of the liens on the  
       collateral, and (iv) the on-going administration of Credit
       Facility Documentation.

       A full-text copy of the ABL Facility Commitment Letter is
       available for free at http://ResearchArchives.com/t/s?338a

   (3) the Term Loan Commitment Letter with Silver Point Finance,
       LLC and Monarch Master Funding Ltd, which provides for a
       for a five-year term loan facility in the amount of
       $339,000,000.

       The investment will be made in the Reorganized Debtors, in
       connection with the confirmation and consummation of a
       Plan, with terms that are consistent with the Plan Term
       Sheet, a copy of which is available at no charge at
       http://ResearchArchives.com/t/s?3389.

       Under the Term Loan Commitment Letter, IBC agrees to pay
       the Commitment Parties, among other things, a backstop fee
       of $16,800,000, pursuant to certain payment terms outlined
       in the Fee Letter, a copy of which is available for free
       at http://ResearchArchives.com/t/s?3388.
    
       A full-text copy of the Term Loan Commitment Letter is
       available for free at http://ResearchArchives.com/t/s?3387

According to TradingMarkets.com, lawyers for IBC said the Company
and third-party investor, Ripplewood Holdings L.L.C., a New York-
based hedge fund, "agreed to give the unsecured creditors some
cash and pay up to $890,000 in their expenses, plus other
considerations."

In exchange, the unsecured creditors withdrew their objection to
the Plan Funding Commitment Agreements, and agreed to support the
Debtors' Plan, says the report.

The entry into the Equity Commitment Letter does not constitute
the solicitation of a vote on a Plan, and does not give rise to
any claim or remedy against, among other parties, the Debtors and
IBC Investors, alleging otherwise.

The Court authorized the Debtors to pay all Commitment and
Transaction fees without further Court order.  Payments under the
Equity Commitment Fee Letter and the ABL Facility Commitment Fee
Letter will be entitled to priority under Sections 105(a),
364(c)(1), 503(b)(1) and 507(a)(2) of the Bankruptcy Code, as
administrative expense claims.  

The Term Loan Facility Commitment fee and transaction expenses
will be granted super-priority administrative status pursuant to
section 364(c)(1) of the Bankruptcy Code, provided, however, the
Claims will be junior to the superpriority claims accorded to the
Debtor-in-possession lenders and the DIP agent, and pari passu
with the IBC Investors Commitment fees and transaction expenses.

All objections to the request are overruled.

A full-text copy of the Court's approval order is available at
no charge at http://ResearchArchives.com/t/s?3386
  
                           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: Files New Plan & Disclosure Statement
----------------------------------------------------------
Interstate Bakeries Corporation and eight of its subsidiaries and
affiliates filed with the U.S. Bankruptcy Court for the Western
District of Missouri, on October 4, 2008, their Joint Plan of
Reorganization and accompanying Disclosure Statement in
connection with their Court-approved Plan funding agreements
reached with various lender parties.

Essentially, the Plan contemplates the resolution of outstanding
claims against, and interests in, the Debtors pursuant to
Sections 1123, 1129 and 1141 of the Bankruptcy Code.  Holders of
prepetition lender claims will receive a distribution consisting
of a New Third Lien Term Loan and $85,800,000 in aggregate
principal amount of New Convertible Secured Notes.

Holders of general unsecured claims against the Debtors, and the
Debtors' equity interest holders will not receive any
distribution under the Plan.  The existing common stock of the
Company will be canceled.

However, TradingMarkets.com reported that lawyers for IBC said
the Company and third-party investor, Ripplewood Holdings L.L.C.,
"agreed to give the unsecured creditors some cash and pay up to
$890,000 in their expenses, plus other considerations."  In
exchange, the unsecured creditors withdrew their objection to the
Plan Funding Commitment Agreements, and agreed to support the
Plan.

             Reorganized Capital Structure Under Plan

Craig D. Jung, chief executive officer of IBC, discloses that the
Debtors engaged in extensive negotiations with Ripplewood and
certain of the prepetition lenders, including Silver Point
Finance Capital LLC, Monarch Alternative Capital L.P., and
McDonnell Investment Management LLC, among other parties, to
develop the proposal for an equity investment by Ripplewood,
which will fund the Debtors' emergence from bankruptcy.

Subsequently, the Debtors entered into, among other agreements,
a commitment letter with IBC Investors I, LLC, an affiliate of
Ripplewood, which the Court approved on October 3, 2008, and
would provide the basis for the Debtors' Reorganization Plan.

Pursuant to the Equity Commitment Letter, IBC Investors agrees to  
(i) invest $44,200,000 in cash in the Reorganized Company in
exchange for 4,420,000 shares of common stock of the Reorganized
Company, and (ii) purchase  $85,800,000 in New Convertible
Secured Notes, which will be issued by the Reorganized Company
and be convertible into New Common Stock.

A full-text copy of the terms of the New Convertible Notes under
the Equity Commitment Letter is available for free at:

               http://ResearchArchives.com/t/s?338d

According to Mr. Jung, the Plan sets forth the capital structure
for the Reorganized Debtors upon their emergence from Chapter 11,
consisting of:

   * the ABL Facility -- a $125,000,000 asset-based senior
     secured revolving credit facility to be structured, arranged
     and syndicated by General Electric Capital Corporation and
     GE Capital Markets;

   * the Term Loan Facility -- a $339,000,000 term loan credit
     facility, by Silver Point and Monarch Master Funding, Ltd.;
     and

   * the New Third Lien Term Loan Facility -- a $147,300,000
     third priority secured term loan financing facility, under
     which Prepetition Lender Claimholders will receive Pro Rata
     share of the New Third Lien Term Loan in exchange for the
     Claims.  A full-text copy of the terms under the Third Lien
     Term Loan is available for free at

              http://ResearchArchives.com/t/s?338e

                  New Convertible Secured Notes

The Reorganized Debtors will issue 5% fourth priority secured
convertible notes, in the original principal amount of
$171,600,000.  Aggregate principal amounts of (i) $85,000,000 of
the New Convertible Secured Notes will be distributed to
Prepetition Lender Claimholders, and (ii) $85,800,000 of the New
Convertible Secured Notes will be distributed to Equity Investors
pursuant to an Investment Agreement.

The Debtors note that the transactions contemplated by the
Agreements are contingent upon ratification of amendments to
collective bargaining agreements between them and their unionized
workforce necessary to implement their business plan.

                     Issuance of Warrants

Moreover, Reorganized IBC will issue warrants to IBC Investors
and the Term Loan Facility lenders.  Pursuant to the Investment
Agreement, IBC Investors will also receive Series A Warrants with
a strike price of $12.50, and representing 15% of the New Common
Stock on a fully-diluted basis.

The lenders under the Term Loan Facility will be issued Series B
Warrants with a strike price of $12.50 and representing 1.917% of
the New Common Stock on a fully-diluted basis, and Series C
Warrants with a strike price of $10.00 and representing 2.837% of
the New Common Stock on a fully-diluted basis.

                   Stock Appreciation Rights

The Reorganized IBC will enter into collective bargaining
agreements with certain of its unions which will establish
employee equity sharing plans that will provide for the issuance
of stock appreciation rights to certain employees of the
Reorganized Company.

               Equity Ownership in Reorganized IBC

On the Plan Effective Date, Reorganized IBC will issue 8,840,000
shares of the New Common Stock with (i) 4,420,000 shares of New
Common Stock to be issued to Equity Investors for $44,200,000 in
cash, and (ii) 4,420,000 shares of New Common Stock to be issued
to the Term Loan Facility lenders on pro rata in accordance with
the relative amounts of their loans funded under the Term Loan
Facility.

The New Common Stock issued under the Plan will be subject to:

   * legal or economic dilution from conversions of New
     Convertible Debt;

   * future issuances of New Convertible Debt as "pay-in-kind"
     interest on the existing New Convertible Debt;

   * exercises of Warrants and stock options;

   * restricted stock and stock appreciation rights issued to
     directors, officers and employees of Reorganized IBC under
     the Long Term Incentive Plan; and

   * the employee equity sharing plans to be established in
     accordance with the collective bargaining agreements to be
     entered into in connection with the Transaction.

A full-text copy of the terms of the New Common Stock is
available for free at:

             http://ResearchArchives.com/t/s?338e

Holders of New Common Stock will grant proxies to Equity
Investors to vote the holder's New Common Stock as Equity
Investors, in its sole discretion, will determine.

On the Plan Effective Date, Reorganized IBC will be eligible to
deregister under the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the SEC.

     Cancellation of Existing Securities and Agreements

The Plan provides that as of the Effective Date, the Reorganized
Debtors will assume all existing indemnification obligations
arising under (i) the Prepetition Credit Agreement -- including
the Loan Documents, in favor of JPMCB, J.P. Morgan Securities
Inc. and any of the Plan Supporters, (ii) the DIP Credit
Agreement, (iii) the exit facility commitment letter by and among
Silver Point, IBC and Brands dated October 18, 2007, as amended
and restated as of November 6, 2007, (iv) the Term Loan Facility
Commitment Papers and (v) Annex I to the Commitment Letter, and
all  indemnification obligations will not be cancelled,
terminated or otherwise modified and will remain in full force
and effect, provided that the assumption of certain
indemnification rights as set forth in the Plan will not be
deemed an assumption, continuation or extension of the
indemnification rights against the Reorganized Debtors that arise
under Old Convertible Note Indenture or the issuance of the Old
Convertible Notes and any indemnification rights against the
Reorganized Debtors that arise under the Old Convertible Note
Indenture or the issuance of the Old Convertible Notes will be
discharged in accordance with the Plan.

                     Directors and Officers

The existing officers or managing members of the Debtors will
remain in their current capacities as officers of the Reorganized
Debtors, subject to the ordinary rights and powers of the board
of directors or equityholders, as the case may be, to replace
them.

However, on the Plan Effective Date, the term of the current
members of the board of directors of IBC will expire.  The
initial board of directors of Reorganized IBC will consist of
eight directors.  Mr. Jung -- or in the event of his death,
incapacity, or resignation, the chief executive officer of IBC --
will serve as a director.  Equity Investors will designate five
directors.  The Prepetition Investors will designate two
directors reasonably satisfactory to Equity Investors.

The Persons designating board members will file with the
Bankruptcy Court and give to the Debtors written notice of the
identities of the members on a date that is not less than 10 days
prior to the Voting Deadline.

          Employment Agreement and Compensation Programs

The Debtors propose the terms of employment of certain key
employees of the Reorganized Debtors, to be effective on the
Effective Date.  The form of, and the Debtors' entry into, the
Executive Employment Agreements will be subject to the consent of
the IBC Investors.

With the exception of the requirement that the Debtors assume the
Executive Employment Agreement with Mr. Jung, entry into, or
assumption of, any Executive Employment Agreement or other
employment agreement will not be a condition precedent to the
confirmation or consummation of the Plan.

On the Effective Date, the Reorganized Debtors will implement a
Long Term Incentive Plan, to promote the growth and general
prosperity of the Reorganized Company by offering incentives to
key employees who are primarily responsible for the growth of the
Reorganized Debtors.  The Long Term Incentive Plan is to be in
form and substance satisfactory to Equity Investors, and its
establishment will be subject to the consent of Equity Investors.

Immediately prior to the Effective Date, the Supplemental
Executive Retirement Plan will be deemed terminated, and the
Reorganized Debtors' obligations thereunder will cease, and on
the Effective Date, the Trustee of the SERP will remit all assets
of the SERP to the Reorganized Debtors.

                  Post-Effective Date Financing

On the Plan Effective Date, Reorganized IBC will issue the New
Third Lien Term Loan, the New Convertible Secured Notes, the New
Common Stock and the Warrants for distribution in accordance with
the terms of the Transaction.  In the Confirmation Order, the
Bankruptcy Court will approve the New Third Lien Term Loan and
the New Convertible Secured Notes, in substantially the form
disclosed to the Bankruptcy Court, and authorize the Reorganized
Debtors to issue the New Third Lien Term Loan and New Convertible
Secured Notes pursuant to the New Third Lien Term Loan Credit
Facility and the New Convertible Secured Note Indenture and
execute these together with other documents as the agent under
the New Third Lien Term Loan and the trustee under the New
Convertible Secured Note Indenture may reasonably require.

On the Plan Effective Date, (i) the Reorganized Debtors are
authorized to execute and deliver the New Credit Facility
documents, the New Third Lien Term Loan Credit Facility, the New
Convertible Secured Note Indenture, all mortgages, intercreditor
agreements, security documents and all other related agreements.  
Under the Agreements, the Debtors will, among other things, pay
or reimburse any fees, expenses, losses, damages or indemnities.

The Liens granted to secure the obligations under each Exit
Facility Document will be, and will remain legal, valid,
perfected, non-voidable, non-avoidable and binding liens on, and
security interests in, all property and assets of the Reorganized
Debtors.  No obligation, payment, transfer or grant of security
under the Exit Facility Documents will be stayed, restrained,
voidable, avoidable or recoverable under the Bankruptcy Code.

                   Dissolution of Committee

Effective on the Effective Date, the Creditors Committee will
dissolve automatically, whereupon its members,  professionals,
and agents will be released from any further duties and
responsibilities in the Chapter 11 Cases and under the Bankruptcy
Code, except with respect to applications for Professional
Claims.  The professionals retained by the Creditors Committee,
and the members thereof will not be entitled to compensation and
reimbursement of expenses for services rendered after the
Effective Date, except for services rendered in connection with
(i) the implementation of the transactions contemplated to occur
on the Effective Date under the Plan and (ii) applications for
allowance of compensation and reimbursement of expenses pending
on the Effective Date or filed after the Effective Date pursuant
to the Plan.

The Equity Committee was disbanded by the United States Trustee
on October 1, 2008, due to the resignation of certain members.

               Workers' Compensation Obligations

The Plan discloses that the Debtors' outstanding obligations --
which relate to workers' compensation arise from (i) incurred,
but not yet paid, and (ii) incurred, but not reported claims --
consist of 2,600 Claims as of September 15, 2008.  The Debtors
expect that the cash payments related to Workers' Compensation
Claims for the 12 months after the Effective Date will be
approximately $48,500,000.

                   Settlement of Litigations

The Debtors further disclosed in the Plan that they have have
reached settlements with respect to the parties in the putative
class cases captioned Ruzicka, et al. v. Interstate Brands Corp.,
and McCourt, et al v. Interstate Brands Corp.  The parties have
agreed in principle to settle the Cases through an allowed,
prepetition general unsecured claim for $2,000,000.  The
Settlement is subject to the approval of the Bankruptcy Court and
New Jersey Federal Court.

Similarly, the Debtors have reached settlement with the claims of
the Environmental Protection Agency and the Department of Justice
with respect to the Debtors' management of regulated
refrigerants.    The Debtors have agreed to allow the Claim for
$1,000,000, pending the Court's approval.

The Debtors and South Coast Air Quality Management District in
California have also agreed to allow SCQAMD's claim for $150,000,
on account of the Debtors' violations in their operation of
catalytic oxiders on bakery emissions at their facility in
Pomona, California.

                          ABA Plans

Mr. Jung says that the Debtors' inability to completely eliminate
their obligation to participate in the American Bakers
Association Retirement Plan -- which covers about 259 IBC
employees -- while operating under Chapter 11, could jeopardize
their ability to emerge from bankruptcy and threaten their
viability.

Based upon the actuarial estimates using statutory termination
discount rates, the Debtors' portion of the underfunding of the
ABA Plan could be approximately $15,000,000 to $20,000,000
assuming the ABA Plan was characterized as a multiple employer
plan.

Conversely, he continues, if the ABA Plan was characterized as an
aggregate of single employer plans, it is likely that the single
employer plan attributable to the Debtors would have to be
terminated, in which event, the Debtors' portion of the
underfunding could be approximately $65,000,000 to $80,000,000.

                  Oct. 4 Plan Must be Approved

The Debtors assert that the Plan provides for an equitable and
early distribution to their creditors, preserves the value of the
business as a going concern, and preserves the jobs of employees.
The Debtors believe that any alternative to confirmation of the
Plan, like a liquidation or attempts by another party-in-interest
to file a plan, could result in significant delays, litigation,
and costs, as well as the loss of jobs by the employees.
Moreover, the Debtors believe that their creditors will receive
greater and earlier recoveries under the Plan than those that
would be achieved in liquidation or under an alternative plan.
For these reasons, the debtors urge parties entitled to vote to
accept the plan.

A full-text copy of the Debtors' Disclosure Statement is
available for free at:

            http://ResearchArchives.com/t/s?3383

A full-text copy of the Debtors' New Plan of Reorganization is
available for free at:

            http://ResearchArchives.com/t/s?3384

A redlined copy of their New Disclosure Statement and
Reorganization Plan, in comparison with their First Amended Plan,
filed in January 2008 is also available for free at:

            http://ResearchArchives.com/t/s?3385

                         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: Treatment of Claims Under New Plan
-------------------------------------------------------
The Plan of Reorganization of Interstate Bakeries Corporation and eight
of its subsidiaries and affiliates divides claims and interests -- other
than Administrative Claims and Priority Tax Claims -- into 12 classes
and sets forth the treatment for each Class.

The Debtors' Plan, though proposed jointly, constitutes a
separate Plan proposed by each Debtor, and thus contains separate
classes for holders of Claims against, and Interest in each of
the Debtors.

The Debtors note that the claims consist of estimated amounts
that will ultimately become allowed in each class on a
consolidated basis, as reviewed by the Debtors and modified by
the Court through omnibus hearings.

In addition, the portion of estimated percentage recoveries --
which are based upon the value of the New Common Stock issuable
upon conversion of New Convertible Secured Notes -- were
calculated pursuant to certain valuation ranges.


Class      Description                    Treatment
-----      ------------                   ---------
Class 1    Secured Tax      Includes any secured prepetition
           Claims           claim for taxes owed to
                            governmental unit secured by a
                            lien in which the Debtors have an
                            interest.

                            Estimated claim amount: $276,119
                            Estimated recovery    : 100%

Class 2    Secured          Includes any claim in any separate
           Claims           subclass of claims; each subclass
                            which is deemed to be a separate
                            class, secured by lien on property in
                            which the Debtors have an interest.

                            Under the Plan, the rights of each
                            holder of a Secured Claim will be
                            reinstated.  The Liens will survive
                            the Chapter 11 Cases and will
                            continue in accordance with the
                            contractual terms of the parties'
                            agreements until the Claims are paid
                            in full.  As alternatives, the
                            Reorganized IBC may, under the Plan,  
                            (i) pay off a Lien in Cash, with the
                            amount of the payment equal to the
                            value of the collateral, (ii)
                            surrender the collateral to the
                            Claimholder, or (iii) agree to other
                            arrangements with the holder of the
                            Lien.

                            Estimated claim amount: $310,367
                            Estimated recovery    : 100%

Class 3    Other Priority   Are held by current and former
           Claims           employees for unpaid wages, salaries,
                            bonuses, severance pay and other
                            unpaid employee benefits.

                            The Reorganized IBC will either pay
                            the Claims in full in cash or, if
                            necessary, agree with the Claimholder
                            to a compensation arrangement.     

                            Estimated claim amount: $493,327
                            Estimated recovery    : 100%

Class 4    Intercompany     A claim by one or more of IBC and
           Claims           its affiliates against any other
                            IBC affiliates on account of
                            management services obligations,
                            employee leasing obligations,
                            royalty obligations and obligations
                            on account of purchased inventory.
                            
                            All claims between and among the
                            Debtors will be (i) released,
                            waived and discharged as of the
                            Effective Date, (ii) contributed to
                            the capital of the obligor
                            corporation, (iii) dividended or
                            (iv) remain unimpaired.


Class 5    Workers'         Comprised of Claims held by an
           Compensation     employee or former employee of the
           Claims           Debtors for workers' compensation
                            coverage under the workers'
                            compensation program.

                            Workers' Compensation Claims are
                            Unimpaired under the Plan, and will
                            be in the approximate aggregate
                            amount of $[62,000,000].  The
                            Debtors' liabilities under the
                            Compensation Programs are generally
                            secured by letters of credit and
                            bonds posted with the Company's
                            insurers and with the state
                            authorities that govern the Company's
                            self-insurance programs.

                            If the Workers' Compensation Claims
                            were Impaired under the Plan, the
                            L/Cs and bonds related to the Claims
                            would likely be called, thereby
                            increasing the secured, funded debt
                            under the Prepetition Credit
                            Facility.  

                            Estimated claim amount: $[62,000,000]
                            Estimated recovery    : 100%

Class 6    Subsidiary       Will be unaffected by the Plan,
           Interests        except to the extent required by the
                            restructuring transactions entered
                            into by the Debtors and certain
                            parties.

Class 7    Prepetition      Are comprised of all claims of the
           Lender Claims    prepetition Agent and the prepetition
                            lenders arising under or pursuant to
                            the prepetition credit facility,
                            including, claims for postpetition
                            interest, pursuant to the Amended and
                            Restated Credit Agreement dated as of
                            April 25, 2002m among IBC and its
                            subsidiaries, JPMorgan Chase Bank as
                            administrative agent, and certain
                            banks and financial institutions.

                            Each Prepetition Lender will receive
                            its pro rata share of each component
                            of the Prepetition Lenders Plan
                            Distribution Property.  For the sole
                            purpose of the Plan, the Prepetition
                            Lenders are waiving claims for
                            default interest but reserve the
                            right to collect default interest in
                            all other circumstances.

                            Estimated claim amount:
                              $[451,412,000], not including
                              L/Cs or default interest

                            Estimated recovery    :
                              % of principal interest at non-
                              default rates

Class 8    Capital Lease    Are claims arising under or pursuant
           Claims           to capital leases under the Plan, and
                            consist of the secured portion of the
                            Capital Lease Claims.  The unsecured
                            portion of all Capital Lease Claims
                            will be classified and treated as
                            Class 9 General Unsecured Claims.

                            Holders of Class 8 Capital Lease
                            Claims will (i) receive deferred Cash
                            payments totaling at least the
                            allowed amount of the Allowed Capital
                            Lease Claim; (ii) upon abandonment by
                            the Debtors, receive the collateral
                            with respect to the Capital Lease
                            Claim; (iii) have their Capital Lease
                            Claims Reinstated; or (iv) receive
                            other treatment as agreed with the
                            Debtors, to be announced at or prior
                            to the scheduled hearing for the
                            confirmation of the Debtors' Plan.


                            Estimated claim amount: $[2,575,478]
                            Estimated recovery    : 100%

Class 9    General          Holders of general unsecured claims
           Unsecured        will not be entitled to any recovery
           Claims           under the Plan.

                            Estimated claim amount:
                              $[322,586,327]

                            Estimated recovery    : 0%


Class 10  Subordinated      Will be canceled, released and
          Securities        extinguished; claimholders will
          Claims            will not be entitled to any recovery
                            under the Plan.
          (a) Class 10a-    
              Subordinated  Estimated claim amount: $3,000,000
              Debt          Estimated recovery    : 0%
              Securities
              Claims

          (b) Class 10b-
              Subordinated
              Equity
              Securities
              Claims

Class 11  Interests         Will be cancelled; claimholders
          in Brands         will receive no distribution.
          Preferred         
          Stock             

Class 12  Interests         Will be cancelled; claimholders
          in IBC            will receive no distribution.


Class 7 and Class 8 are are impaired and are entitled to vote to
accept or reject, the Plan.   

Class 1, Class 2, Class 3, Class 4, Class 5 and Class 6 are
unimpaired and deemed under Section 1126(f) of the Bankruptcy
Code to have accepted the Plan.  Their votes to accept or reject
the Plan will not be solicited.

Holders of Claims and Interests in Classes 9, Class 10 --
including Classes 10a and 10b, 11 and 12 are not entitled to
receive any distribution under the Plan on account of their
Claims and Interests.  Pursuant to Section 1126(g) of the
Bankruptcy Code, Classes 9, 10, 11 and 12 are conclusively
presumed to have rejected the Plan, and the votes of Claimholders
and Interestholders in these Classes will not be solicited.

In view of the deemed rejection by Classes 9, 10a, 10b, 11 and
12, the Debtors will seek confirmation of the Plan pursuant to
the "cramdown" provisions of the Bankruptcy Code.

The Debtors have estimated that the amount of Allowed
Administrative Claims expected to have been accrued up to the
Effective Date will be approximately  $[10,158,706],
consisting primarily of Reclamation Claims and excluding
Professional Fee Claims and Administrative Claims that
will be paid in the ordinary course subsequent to the Effective
Date.

The Debtors have also estimated that the aggregate amount of
Priority Tax Claims payable under the Plan will be approximately
$[1,363,120] million.

                         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: Unions Recommend Proposed Modification Deal
----------------------------------------------------------------
Leaders of Interstate Bakeries Corporation's local unions from
across the country unanimously recommended the proposed
modification agreement to the collective bargaining agreement on
October 1, 2008, the International Brotherhood of Teamsters
National Bakery and Laundry Conference, said on its Web site.

In a letter addressed to Teamsters members employed by IBC,
Richard Volpe, director for Bakery and Laundry Conference, said
that representatives from each of the local unions with members
at IBC conducted a two-person contract review conference call,
during which they unanimously recommended a Proposed Modification
Agreement.

According to Mr. Volpe, the Proposed Modification Agreement was
negotiated, and the financial plan created, between the private
equity firm Ripplewood Holdings, L.L.C., and Silver Point
Capital.

As reported in yesterday's Troubled Company Reporter, the Debtors 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 and 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 and Disclosure Statement reflect a substantially impaired
recovery for prepetition senior secured creditors. For general unsecured
creditors and equity security holders, the amended
Plan and 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 prepetition secured debt holders.

"Although the proposed Agreement does not contain all we would
have wanted, it does provide stability, wage increases and the
best plan for the company's long term viability . . . [and] the
best route to take in order for Interstate Bakeries to exit
bankruptcy," Mr. Volpe noted.

On October 22, balloting materials for the Proposed Modification
Agreement will be mailed to each of the Teamster-represented IBC
workers, and are due back by no later than November 12, 2008.

        Proposed IBC-IBT Modification Agreement Highlights

Mr. Volpe disclosed that the proposed Agreement with IBC has
already received approval from other parties involved in the
bankruptcy, including the creditor and lending banks, IBC
management, as well as new investors, including Ripplewood, and
is subject to approval by the Bankruptcy Court.

The Modification's highlights include, among other things:

   * In exchange for certain pay reductions, all employees will
     share in a Teamsters Equity Sharing Plan and receive 7% of
     the Company's total equity.

   * IBC will establish a Profit Sharing Program for all union-
     represented, hourly paid or non-exempt employees, of 10%
     of its net income.

   * IBC may adopt a Large format, Direct Store Delivery and
     "drop and go" delivery system for bread and cake no earlier
     than August 1, 2010, only after a successful test in an area
     not represented by the Teamsters.

   * On transport operations, IBC has the right to convert
     Transport hourly rates to trip rates, provided that the
     trip rates are equal to, or better than, the hourly rates
     for that year.

   * IBC will consider re-entry into southern California,
     Northern Washington and Michigan markets, where all work
     formerly performed by Teamsters will be assigned to  
     Teamsters.

   * IBC will agree to a Neutrality and Protection of
     Jurisdiction Agreement.

   * Any disputes regarding the Modification Agreement will be
     subject to binding arbitration.

The effective date of the Modification Agreement will be the
first Sunday after the Company exits bankruptcy.

As soon as practical after the ratification vote, the Director of
the IBT Bakery Conference will provide in writing to IBC the
results of the national mail referendum.

The expiration date of the Modification Agreement will be
July 31, 2014, and all Long-Term Agreement will fold into the
Modification Agreement at their Long-Term Agreements expiration
dates and will continue all terms and conditions of the
agreements, except as modified by the Modification Agreement.

The period between the expiration of the Long-Term Agreements and
the expiration of the Modification Agreement will be called the
Master Extension Agreement.

A full-text copy of Mr. Volpe's letter to the Union-represented
IBC workers, with a summary of the Modification Agreement
highlights, is available at no charge at:

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

A full text copy of the Modification Agreement is available for
free at:

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

                         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.

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


IPOFA WEST: Auctions Mall After Failing to Find Buyer
-----------------------------------------------------
Jennifer Dawson at Houston Business Journal reports that IPofA West Oaks
Mall, L.P., is selling its West Oaks Mall in State Highway 6 at
Westheimer in West Houston in an auction, after failing find a buyer for
the property.

IPOFA West filed for bankruptcy to prevent its lender from foreclosing
on the property, Houston Business says, citing Joseph Luzinski, the
federally appointed bankruptcy trustee for the mall.

As reported in the Troubled Company Reporter on Sept. 19, 2008, federal
trustees put on the block two large shopping malls
caught up in an allegedly fraudulent investment scheme of investor
Edward H. Okun.  The larger of the two malls, West Oaks Mall
in Houston, has $81.3 million in unpaid debt in the form of
commercial mortgage-backed securities.  Mr. Luzinski said he
hopes to sell the mall before the end of 2008.  West Oaks Mall,
which was built in 1984 and renovated in 2004, is about 80%
occupied.

Based in Richmond, Virginia, IPofA West Oaks Mall, L.P., and its
two affiliates, IPofA West Oaks LeaseCo, and IPofA WOM Master
LeaseCo, L.P., own a regional shopping mall commonly known as West
Oaks Mall and located at 1000 West Oaks Mall, Houston in Harris
County, Texas.  The Property contains total gross leaseable area
of 1,078,829 square feet, situated on approximately 100 acres and
is currently occupied by approximately 100 retail tenants.

The Debtors filed for Chapter 11 protection on Oct. 2, 2007
(Bankr. E.D. Va. Lead Case No. 07-336490.  Richard D. Scott, Esq.,
at LeClair Ryan represents the Debtors.  When the Debtors filed
for bankruptcy, they disclosed assets and debts of between
$1 million and $100 million.

Edward H. Okun, the Debtors' appointed managing representative, is
also the owner of The 1031 Tax Group LLC and its affiliates.  
Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group
of qualified intermediaries created to serve real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  Paul Traub, Esq., Norman N. Kinel, Esq., and Steven E.
Fox, Esq., at Dreier LLP, represent the Debtors in their
restructuring efforts.  Thomas J. Weber, Esq., Melanie L.
Cyganowski, Esq., and Allen G. Kadish, Esq., at Greenberg Traurig,
LLP, represent the Official Committee of Unsecured Creditors.  As
of Sept. 30, 2007, the Debtors had total assets of $164,231,012
and total liabilities of $168,126,294, resulting in a total
stockholders' deficit of $3,895,282.

As disclosed in the Troubled Company Reporter on Sept. 11, 2008,
William Rochelle of Bloomberg News and Bankruptcy Law360 reported
that Gerard A. McHale, the Chapter 11 trustee for The 1031 Tax
Group LLC, lodged an adversary case against several defendants
including former chief executive officer Edward H. Okun, who is
currently incarcerated and awaiting trial after being accused of
misappropriating more than $130 million to fund a lavish
lifestyle.

According to the reports, the complaint centers on a home that Mr.
Okun allegedly bought using company funds.


ITSA INTERCONTINENTAL: Chapter 15 Case Summary
----------------------------------------------
Chapter 15 Debtor: ITSA Intercontinental Telecomunicacoes Ltda.
                   SIA SUL Trecho 06, Lotes 85/95
                   2 e 3 Andares, Parte "C"
                   Brasilia, DF Brazil CEP 71205-060

Bankruptcy Case No.: 08-13927

Type of Business: The Debtor provides and develops broadband
                  telecommunication services.
                  See: http://www.itsa.com.br/

Chapter 11 Petition Date: October 7, 2008

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Paul N. Silverstein, Esq.
                  paulsilverstein@andrewskurth.com
                  Andrews Kurth LLP
                  450 Lexington Avenue
                  New York, NY 10017
                  Tel: (212) 850-2819
                  Fax: (212) 850-2929

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million


JEFFERSON COUNTY: Governor Meets With Legislators on Sewer Debt
---------------------------------------------------------------
Martin Z. Braun of Bloomberg News reports that Alabama Governor Bob
Riley met with Jefferson County's state legislative delegation to brief
them on negotiations to restructure $3.2 billion of the county's sewer
debt allowing it to avoid bankruptcy.

Creditors, according to the report, have agreed to contribute
$650 million in cash to support refinancing the debt, Mr. Riley wrote in
a letter to Neel Kashkari, who is overseeing the U.S. Treasury's $700
million Wall Street rescue program.  The governor is asking Treasury to
guarantee a $2.7 billion refinancing of the debt, according to the
report.

A Treasury guarantee, according to the report, would allow the county to
refinance the sewer debt at interest rates residents could afford, Mr.
Riley said in the letter.  The plan calls for the county to issue
50-year bonds backed by a pledge of sewer revenue, according to the
report.  Sewer rates would increase at 2.85 percent per year, 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.


JOHNSTON-SHIELD: Wildcat Mitsubishi Closes Shop in Tucson
---------------------------------------------------------    
Shelley Shelton at Arizona Daily Star reports that Johnston Shield
Inc.'s auto dealer Wildcat Mitsubishi has closed up shop in Tucson.

Arizona Daily relates that Wildcat Mitsubishi was the target of consumer
complaints and investigations over questionable deals before it filed
for Chapter 11 protection with Johnston Shield.

Arizona Daily relates that in September, Johnston Shield sought the U.S.
Bankruptcy Court for the District of Arizona's permission to enter into
a contract with Mitsubishi Motors North America Inc. that set guidelines
for the company to sell or return new cars to the manufacturer,
effectively breaking its franchise agreement.  Johnston Shield asked the
Court's permission to break its lease at 5200 E. Speedway, citing a plan
to close a Tucson unit and consolidate all business at the company's
Sierra Vista operations, the report says.

According to Arizona Daily, the Court, when no objections were filed,
granted the motion to break the Mitsubishi franchise agreement.

Phoenix, Arizona-based Johnston Shield Inc., and debtor-
affiliate, Johnston-Shield Properties, LLC, operated Wildcat Mitsubishi
and Ideal Automotive Group in Sierra Vista.  The Debtors filed for
Chapter 11 protection on July 10, 2008 (Bankr. D. Ariz. Case No.
08-08474).  Franklin D. Dodge, Esq., represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from their
creditors, they listed assets and debts of both $1 million to $100
million.  According to Arizona Daily Star, the Debtors listed more than
$7 million in unsecured debt, including nearly $1.3 million in unpaid
state and federal taxes.
       

KIMBALL HILL: Seeks 90-day Extension to Remove Actions
------------------------------------------------------
Kimball Hill Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the Northern District of Illinois to extend the
time by which they may file notices to remove actions through
the effective date of a confirmed Chapter 11 plan in their
bankruptcy cases, pursuant to Rule 9006(b) of the Federal Rules
of Bankruptcy Procedure.

Rule 9006 (b)(1) provides that the court, for cause, may at any
time in its discretion, with or without a motion or notice, order
the period enlarged if the request therefore is made before the
expiration of the period originally prescribed or as extended by
a previous order.

The Debtors relate that they are involved in more than 70 actions
throughout the United States in about 30 state and federal
venues.  The Actions involve a variety of types of cases,
including employment-related litigation and administrative
proceedings, contract disputes, product liability, and personal
injury cases.  

The Debtors and their advisors have focused on activities that
are critically important to their reorganization, Ray C. Schrock,
Esq., at Kirkland & Ellis LLP, in New York, says.  Because the
Debtors have been addressing time-critical matters, and because
their management and professional advisors must balance
assessment of the Actions with active involvement in their
reorganization efforts, the Debtors have not had sufficient time
to analyze the Actions and will not be able to make appropriate
determinations concerning their removal prior to the October 2008
deadline, he explains.

Citing In re Wickes Inc., where the Court granted a 90-day
extension of the removal period until the date of a confirmation
of a chapter 11 plan, he asserts that courts have frequently
granted removal extensions that last through a date of a
confirmed Chapter 11 Plan.  He further asserts, citing In re
Kmart Corp., that courts even granted extension of the removal
period past a chapter 11 plan effective date.  Mr. Schrock adds
that cause exists to extend the removal period.  He also assures
the Court that the rights of parties to the Actions will not be
prejudiced by granting the Debtors' request.  

The Court will consider the Debtors' request in a hearing set for
October 14, 2008.  Objections to the extension request must be
filed no later than 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).
              

LABRANCHE & CO: S&P Holds & Withdraws Ratings at Company's Request
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including the
'B' corporate credit rating, on LaBranche & Co. Inc.  At the same time,
S&P withdrew all of its ratings on LaBranche, at
the company's request.


LEHMAN BROTHERS: U.S. Trustee Forms 7-Member Creditors' Committee
-----------------------------------------------------------------
Diana Adams, the United States Trustee for Region 2, appointed
two new members of the Official Committee of Unsecured Creditors
in Lehman Brothers Holdings Inc.'s Chapter 11 cases.  The two new
members The Vanguard Group and Aegon USA replaced R.R. Donnelley
& Sons Company and The Royal Bank of Scotland.  R.R. Donnelley,
which had less than $1 million exposure to Lehman, abruptly
resigned from the Creditors Committee following its appointment.

The Creditors Committee now consists of:

   (1) Wilmington Trust Company, as
       Indenture Trustee
       520 Madison Avenue, 33d Floor
       New York, New York 10022
       Attn: James J. McGiniey, Managing Debtor
       Phone Number (212) 415-0522
       Fax Number (212) 415-0513

   (2) The Bank of NY Mellon
       101 Barclay - 8 W
       New York, New York 10286
       Attn: Gerard Facendola, Vice President Corporate Trust
       Phone Number (212) 815-5373

   (3) Shinsei Bank, Limited
       1-8, Uchisaiwaicho 2- Chome
       Chiyoda-Ku, Tokyo 100-8501
       Japan
       Attn: Edward P. Gilbert
       Phone Number 81-3-5510-6614
       Fax Number 81-3-4560-2846

   (4) Mizuho Corporate Bank, Ltd. as Agent
       1251 Avenue of the Americas
       New York, New York 10020-1104
       Attn: Noel P. Purcell, Senior Vice President
       Phone Number (212) 282-3486
       Fax Number (212) 282-4490

   (5) Metlife
       10 Park Avenue, P.O. Box 1902
       Morristown, New Jersey 07962-1902
       Attn: David Yu, Director
       Phone Number (973) 355-4581
       Fax Number (973) 355-4230

   (6) The Vanguard Group Inc.
       P.O. Box 2600, V31
       Valley Forge, Pennsylvania 19482
       Attn: Stewart Hosansky, Principal/Senior Analyst
       Phone Number (800) 523-1036 x13346
       Fax Number (610) 407-2875

   (7) Aegon USA Investment Management
       4333 Edgewood Road NE
       Cedar Rapids, Iowa 52499
       Attn: James K. Schaeffer, Director of Distressed Debt
       Phone Number (312) 596-3920
       Fax Number (800) 454-2664

                      About Lehman Brothers

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

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

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

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

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

                International Operations Collapse

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

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

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


LEHMAN BROTHERS: Panel Wants Probe on JPMC for Freezing $17 Bil.
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Lehman Brothers
Holding Inc. and its debtor-affiliates seeks permission from the
U.S. Bankruptcy Court for the Southern District of New York to
investigate JPMorgan Chase Bank, N.A., pursuant to Rule 2004(d) of
the Federal Rules of Bankruptcy Procedures.

The Creditors Committee wants to investigate JPMorgan for
withholding Lehman Brothers Holdings Inc.'s excess assets held at
the bank, a move which the panel said could have contributed to
the company's liquidity constraints, and bankruptcy filing on
Sept. 15.

Despite the decline in share prices, LBHI appears to have had
adequate assets to meet its current obligations as of Friday,
September 12, 2008.  The book value of its equity was $28
billion, the Creditors Committee points out.

In addition, the Creditors Committee emphasizes that LBHI had at
least $17 billion in excess assets which were held at JPMC on the
Friday going into the weekend before its bankruptcy filing.  On
September 12, 2008, JPMC, however, refused to allow LBHI to
access its excess assets and instead "froze" LBHI's account.  In
freezing LBHI's assets, JPMC was purportedly holding all of
LBHI's assets as a potential offset against any claims JPMC may
have had against LBHI, although the Creditors Committee is
unaware of how the alleged claims exceeded the assets on hand.

"The Creditors Committee believes that as a result of JPMC's
actions, LBHI suffered an immediate liquidity crisis that could
have been averted by any number of events, none of which
transpired," relates its counsel Susheel Kirpalani, Esq., at
Quinn Emanuel Urquhart Oliver & Hedges, LLP, in New York,

"The Creditors Committee is best positioned to investigate, for
the benefit of all creditors, the conduct and activities that
devastated the Debtors' financial health and precipitated their
bankruptcy filings," the panel said in a court filing.  The
Creditors Committee said it needs the information "to assess
fully and investigate potential claims against third parties."

In connection with the proposed investigation, the Creditors
Committee asks the Court to compel JPMorgan to produce a set of
documents containing information that would put light on the
issue, and to designate a representative who would be put under
examination.  

The Creditors Committee also asks the Court to compel JPMorgan to
restore Lehman Brothers' on-line access to its various accounts
so that it could review the location and value of its collateral.  
The accounts were terminated by the bank following the filing of
Lehman Brothers' bankruptcy case.

If the Court grants its request, the Committee anticipates that
it will serve deposition notices after it has received and
reviewed any documents produced in response to its discovery
requests.  The Committee reserves the right to seek authority to
conduct additional examinations of individuals at JPMC based on a
review of the documents provided.

                          *     *     *

In a statement to the Sunday Times, JPMorgan described the
allegations as "unfounded conjecture."

The Court will convene a hearing to consider the Committee's
proposal on October 16, 2008 at 10:00 a.m. (Prevailing Eastern
Time).  Objections are due October 13, 2008 at 4:00 p.m.
(Prevailing Eastern Time).

                      About Lehman Brothers

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

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

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

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

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

                International Operations Collapse

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

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

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


LEINER HEALTH: Wants Until November 20 to File Chapter 11 Plan
--------------------------------------------------------------
Leiner Health Products Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware to
further extend their exclusive periods to:

  a) file a Chapter 11 plan until Nov. 30, 2008; and

  b) solicit acceptances of that plan until Dec. 31, 2008.

The Debtors remind the Court that they submitted a joint Chapter
11 plan of liquidation and a disclosure statement explaining the plan on
July 18, 2008.  The plan contemplates the liquidation of
their estate, and the distribution of the sale proceeds and any
other remaining assets to their creditors, the Debtors says.  They filed
an amended version of the plan on Aug. 22, 2008, the Debtor
notes.

The Court, the Debtors says, approved the adequacy of their
disclosure statement on Aug. 21, 2008.

A plan confirmation was set for Oct. 7, 2008, but was adjourned for Oct.
15, 2008, at 3:30 p.m.

The Debtors say they need sufficient time to allow the plan
confirmation process to continue unhindered by competing plans.

This is the Debtors' third request for extension.  The Debtors were
expected to file their Chapter 11 plan on Aug. 10, 2008.

                        About Leiner Health

Based in Carson, California, Leiner Health Products Inc. --
http://www.leiner.com/-- manufactures and supplies store brand
vitamins, minerals and nutritional supplements products, and over-
the-counter pharmaceuticals in the US food, drug and mass merchant
and warehouse club retail market.  In addition to its primary
VMS and OTC products, they provide contract manufacturing
services.  During the fiscal year ended March 31, 2007, the VMS
business comprised approximately 61% of net sales.  On March 20,
2007, they voluntarily suspended the production and distribution
of all OTC products manufactured, packaged or tested at its
facilities in the US.

The company filed for Chapter 11 protection on March 10, 2008
(Bankr. D. Del. Lead Case No.08-10446).  Jason M. Madron, Esq.,
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors.  The Debtors selected Garden City Group
Inc. as noticing, claims and balloting agent.  The U.S. Trustee
for Region 3 appointed creditors to serve on an Official Committee
of Unsecured Creditors in these cases.  The Committee selects Saul
Ewing LLP as its counsel.

As reported in the Troubled Company Reporter on April 10, 2008,
the Debtors' schedules of assets and liabilities showed total
assets of $133,412,547 and total debts of $477,961,526.


LINK REC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Link Rec, Inc.
        aka Link Recreational Inc.
        641 Shell Creek Road
        Minong, WI 54859

Bankruptcy Case No.: 08-35195

Type of Business: The Debtor is a boat dealer.

Chapter 11 Petition Date: October 6, 2008

Court: District of Minnesota (St Paul)

Judge: Dennis D O'Brien

Debtor's Counsel: Steven B. Nosek, Esq.
                  snosek@visi.com
                  Law Offices of Steven Nosek
                  701 4th Avenue S., Suite 700
                  Minneapolis, MN 55415
                  Tel: (612) 335-9171
                  Fax: (612) 339-9545

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/mnb08-35195.pdf


LLOYD MELVIN: Case Summary & Seven Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lloyd Melvin Wright
        885 Woodstock Road
        Suite 430-397
        Roswell, GA 30075

Bankruptcy Case No.: 08-79888

Chapter 11 Petition Date: October 6, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: Beth E. Rogers, Esq.
                  brogers@berlawoffice.com
                  Rogers Law Offices, Suite 201
                  4047 Holcomb Bridge Road
                  Norcross, GA 30092
                  Tel: (678) 516-4965

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
American Express               Credit card                 $5,420
P.O. Box 981537                purchases
El Paso, TX 79998       

American Express               Credit card                 $2,867
P.O. Box 981537                purchases
El Paso, TX 79998       

Citi Bank                                                 $69,000
P.O. Box 6615           
Fort Worth, TX 76161

Fulton County Tax                                          $5,396
Commissioner    
141 Pryor Street
Atlanta, GA 30303

Household Bank                                               $551
P.O. Box 80084          
Salinas, CA 93912       

Sallie Mae                                          disputed $714
P.O. Box 9500           
Wilkes Barre, PA 18773  

Verizon Delaware                                    disputed $301
500 Technology Drive    
Saint Charles, MO 63304


MACEDONIA MISSIONARY: Case Summary & 13 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Macedonia Missionary Baptist Church Ft. Worth Texas
        2712 S. Freeway
        Fort Worth, TX 76104

Bankruptcy Case No.: 08-44614

Type of Business: The Debtor operates a church.

Chapter 11 Petition Date: October 6, 2008

Court: Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Rogena J. Atkinson, Esq.
                  Law Offices of R. J. Atkinson, L.L.C.
                  3617 White Oak Drive
                  Houston, TX 77007
                  Tel: (713) 862-1700
                  Fax: (713) 862-1745

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/txnb08-44614.pdf
                                            

MARCAL PAPER: PBGC Takes Responsibility for Pension Plan Shortfall
------------------------------------------------------------------
Jennifer Byrd of Pension & Investments (Ill.) reports that the Pension
Benefit Guarantee Corporation has taken over the pension plan of Marcal
Paper Mills, Inc.  According to the report, PBGC estimates that the plan
is 73% funded, with $18.7 million in assets to cover $25.7 million in
benefit liabilities.  The agency expects to be responsible for $5.4
million of the $7 million shortfall, the report said.

After Marcal Paper's bankruptcy filing, it sold substantially all of its
assets to NexBank SSB, an affiliate of Highland Capital Management, on
Jan. 29, 2008, Pension & Investments reports, citing a news release from
the PBGC.  That transaction closed May 30 and did not include the
pension plan.

                    About Marcal Paper Mills

Based in Elmwood Park, New Jersey, Marcal Paper Mills Inc.
-- http://www.marcalpaper.com/-- is a privately-held, fourth
generation family business.  Founded in 1932, it employs more than 900
people in its Elmwood Park, New Jersey and Chicago, Illinois
manufacturing operations.  The company produces more than
160,000 tons of finished paper products, including bath tissue,
kitchen towels, napkins and facial tissue, distributed to retail
outlets for home consumption and to distributors for away-from-
home use in hotels, restaurants, hospitals, offices and factories.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq.,
and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A. represent the Debtor.  The Debtors selected Logan
and Company Inc. as claims agent.  Kenneth Rosen, Esq., and Mary
E. Seymour, Esq., at Lowenstein Sandler PC represent the Official
Committee of Unsecured Creditors.  In its schedules filed with the
Court, the Debtor disclosed total assets of $178,626,436 and total
debts of $178,890,725.


MARK IV: S&P Chips Corp. Credit Rating to 'B-'; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit rating
on Mark IV Industries Inc. to 'B-' from 'B'.  S&P also lowered its
ratings on the company's debt issues.  The outlook is negative.
     
"The downgrades reflect Mark IV's high leverage and thin cash flow
ratios, which remain weaker than our expectations for the previous
ratings," said Standard & Poor's credit analyst Gregg Lemos Stein. With
auto industry production declining sharply in North America and certain
key European markets because of weak economic conditions, which may
persist throughout 2009, S&P sees little room for improvement to these
ratios.

The ratings on Amherst, New York-based Mark IV reflect primarily the
firm's highly leveraged financial risk profile.  The company was sold to
a different private equity sponsor last year, and Mark IV's debt was
reduced slightly in the process.  Still, free cash flow has been
negative in recent years, reflecting declining automotive production
volumes, and this has prevented the company from significantly reducing
leverage or bolstering liquidity.  Mark IV's business risk profile is
constrained by its participation in cyclical and highly competitive
automotive markets, although it has good geographic diversity, solid
market positions in niche segments, and fair EBITDA margins.

Mark IV's products include power transmission, air admission and
cooling, information display and lighting products, and electronic toll
equipment.  About half of Mark IV's sales comes from automotive
manufacturers, while 35% comes from the aftermarket, heavy-duty truck,
and off-highway segments.  Electronic toll equipment and information
displays account for the remaining 15%.  The company has relatively
little exposure to the North American
production of the struggling Michigan-based automakers, which represents
just 5% of sales.  

The European automotive business of Mark IV was a relative bright spot
until recently, but the company is now facing the prospect of declining
production in that region because demand has eroded in Italy, France,
and Spain.
     
S&P expects Mark IV's free operating cash flow to be negative for the
full fiscal year ending Feb. 28, 2009, which will prevent the company
from improving leverage to 6x, which S&P expected for the previous
rating.  For the new rating, S&P expects leverage to remain under 7x and
the company to maintain at least $75 million of total liquidity.
Liquidity is adequate for now but could be stretched in future quarters
if free operating cash flow remains
persistently negative.  S&P expects the company to generate some cash in
its seasonally stronger third and fourth fiscal quarters, but an
unabated decline in auto demand in Mark IV's key markets could overcome
this seasonal pattern.
     
The outlook is negative.  Leverage remains high, and S&P expects free
operating cash flow to remain negative, limiting potential for further
deleveraging.  S&P could lower the ratings if total liquidity, including
cash and revolving credit facility availability, diminishes below $75
million.  This could result from continued erosion of auto demand in
Europe such that free
operating cash flow remains negative in the fiscal third and fourth
quarters.

On the other hand, S&P could revise the outlook to stable or positive if
Mark IV exceeds S&P's expectations for EBITDA improvement or produces
positive free operating cash flow for several consecutive quarters,
leading to a decline in leverage to about 6x and adequate room under
bank covenants.  S&P could raise
the ratings if there is a substantial deleveraging to 5x or better,
including its adjustments.  However, S&P considers this highly unlikely
in the next year, given the difficult operating conditions in the
automotive industry and Mark IV's other end markets.


MATTRESS DISCOUNTERS: Court Approves DLA Piper as Bankr. Counsel
----------------------------------------------------------------
Mattress Discounters Corporation and its debtor-affiliate Mattress
Discounters Corporation East sought and obtained authority from the U.S.
Bankruptcy Court for the District of Maryland to employ DLA Piper LLP as
their bankruptcy counsel.

DLA Piper is expected to:

   (a) advise the Debtors with respect to their rights, powers and
       duties as debtors and debtors in possession in the
       continued management and operation of their businesses and
       assets;

   (b) represente the Debtors in meetings and negotiations with  
       representatives of creditors and other parties in interest;

   (c) advise and consult with the Debtors regarding the conduct
       of these cases, including all of the legal and
       administrative requirements of operating in Chapter 11;

   (d) advise the Debtors on matters relating to the evaluation
       of the assumption, rejection or assignment of unexpired
       leases and executory contracts;

   (e) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       their behalf, the defense of any actions commenced against
       the estates, negotiations concerning all litigation in
       which the Debtors may be involved and objections to claims
       filed against the estates;

   (f) assist the Debtors in formulating and proposing a plan of
       reorganization and disclosure statement and all related
       agreements and documents, and taking any necessary action
       on behalf of the Debtors to obtain confirmation of such
       plan;

   (g) appear in proceedings before this and other courts and the
       Office of the United States Trustee; and

   (h) provide other necessary and appropriate legal services and
       advice to the Debtors in connection with these Chapter 11
       cases.

C. Kevin Kobbe, a partner at DLA Piper, discloses that the firm's
professionals bill:

      Professional            Designation        Hourly Rate
      ------------            -----------        -----------
      C. Kevin Kobbe          Partner                $630
      Ann Marie Bredin        Associate              $550
      Nicholas M. Miller      Associate              $465
      Shaan S. Chima          Associate              $310
      William L. Countryman   Legal Assistant        $215

To the best of the debtors' knowledge, DLA Piper does not hold or
represent any interest materially adverse to the Debtors' estates.
the Debtors submit that DLA Piper is a "disinterested person" as defined
in the U.S. Bankruptcy Code.

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. D. Md. Case Nos. 08-21642 and 08-21644).  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.


MBD INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: MBD, Inc.
        aka Meghdadi Builder Developer
        3211 Cohasset Rd #100
        Chico, CA 95973

Bankruptcy Case No.: 08-34347

Type of Business: The Debtor operates a construction company.

Chapter 11 Petition Date: October 6, 2008

Court: Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: William C. Lewis, Esq.
                  510 Waverley Street
                  Palo Alto, CA 94301
                  Tel: (650) 322-3300

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
   ------                      ---------------       ------------
City of Chico                  mortgage fee          $125,000
411 Main Street
PO Box 3420
Chico, CA 95927

Thomas and Nancy Richardson    deposit               $40,162
1367 E. Lassen
Avenue, Suite A2
Chico, CA 95928

Charles Crabtree Painting      painting              $30,052
PO Box 1291
Chico, CA 95927

Boys and Girls Club            capital pledge        $30,000

Community Construction                               $26,757

Thomas Smith and Company       accounting fees       $23,225

William A. Ward, Esq.          legal fees            $18,793

The Carpet Store               flooring              $12,531

Edkelbarger and Son Inc.       stucco                $9,608

McClelland Air Conditioning    HVAC                  $8,188

Otis Elevator Company                                $8,029

Ginno's Kitchen and Appliance  appliances            $7,601

Northern Lights and Accents    lightning             $7,477

Longfellow Lumber Co. Inc.     trusses               $5,750

Steve Munjar Inc.              plumbing              $5,680

AICCO Inc.                     liability insurance   $4,397

Matthews Redimix LLC           concrete              $3,963

Pita Management Inc.           security deposit      $3,463

Mooney Farms                   security deposit      $3,017

BCHM Corporation               security deposit      $2,875


MERVYNS LLC: Gets Panel's Support on Initial Strategic Plan
-----------------------------------------------------------
Mervyns LLC disclosed in a company statement dated Sept. 19,
2008, that it has presented a preliminary strategic plan to the
Official Committee of Unsecured Creditors.  

According to the statement, the Creditors Committee, which
comprises certain major vendors, landlords and other creditors of
Mervyns, discussed with the Company its operational initiatives,
cost savings, liquidity position and funding needs in order to
emerge as a reorganized company.  

The Creditors Committee supports the Company's restructuring
efforts, the company said.

"We are pleased to be working constructively with the Creditors
Committee and to have received this positive response to our
preliminary strategic initiatives," said John Goodman, chief
executive officer of Mervyns.  

"Additionally, on the operational side, the Committee is
supportive of the progress we have made to date in realigning our
business operations," Mr. Goodman said.  "Our stores are
performing above plan and we have strengthened our relationships
with vendors.  Mervyns has made great strides in a short time,
and we are confident that our restructuring efforts will position
the Company to compete successfully in the future."

                          About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provides a mix of top national brands
and exclusive private labels.  Mervyns has 176 locations in seven
states.  Mervyns stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30, 2008,
showed $665,493,000 in total assets and $717,160,000 in total
liabilities resulting in a $51,667,000 total stockholders' deficit.

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


MERVYN'S LLC: Panel Can Hire Cooley Godward as Lead Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Mervyn's LLC
and its debtor-affiliates' Chapter 11 cases obtained authority
from the U.S. Bankruptcy Court for the District of Delaware to retain
Cooley Godward Kronish LLP as lead counsel.

Cooley Godward is expected to:

   (a) attend meetings of the Committee;

   (b) review financial information furnished by the Debtors to
       the Committee;

   (c) negotiate the budget and the use of cash collateral;

   (d) review and investigate the liens of purported secured
       parties;

   (e) confer with the Debtors' management and counsel;

   (f) coordinate efforts to sell or reorganize assets of the
       of the Debtors in a manner that maximizes the value for
       unsecured creditors;

   (g) review the Debtors' schedules, statements of affairs and
       business plan;

   (h) advise the Committee as to the ramifications regarding all
       of the Debtors' activities and motions before the Court;
   (i) file appropriate pleadings on behalf of the Committee;

   (j) review and analyze the Debtors' financial advisor's work
       product and report to the Committee;

   (k) provide the Committee with legal advice in relation to the
       case;

   (l) prepare various applications and memoranda of law
       submitted to the Court for consideration and handle all
       other matters relating to the representation of the
       Committee that may arise;

   (m) assist the Committee in negotiations with the Debtors and
       other parties-in-interest on an exit strategy for the
       Debtors' cases; and

   (n) perform other legal services for the Committee as may be
       necessary or proper.

According to the Committee, Cooley Godward has coordinated with
Ashby & Geddes, P.A. regarding responsibilities in connection
with their representation and will make make every effort to
avoid duplication of services.

The Committee says Cooley Godward's attorneys have extensive
experience in representing creditors committees in sophisticated
Chapter 11 retail proceedings.  

The professionals who will provide services to the Committee and
their customary rates are:

   Attorney               Status               Hourly Rate
   --------               ------               -----------
   Jay R. Indyke          Partner                $760
   Cathy R. Hershcopf     Partner                $680
   Ronald R. Sussman      Partner                $735
   Gregory G. Plotko      Associate              $535
   Gustavo Ordonez        Associate              $535
   Seth Van Aalten        Associate              $470
   Richelle Kalnit        Associate              $375

Jay R. Indyke, attorney of Cooley Godward assured the Court that
his firm is a "disinterested person", as that term is defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1103(b).

Prior to the approval, Karen B. Skomorucha, Esq., at Ashby &
Geddes, PA, in Wilmington, Delaware, filed a certificate of no
objection regarding the application.

                          About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provides a mix of top national brands
and exclusive private labels.  Mervyns has 176 locations in seven
states.  Mervyns stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30, 2008,
showed $665,493,000 in total assets and $717,160,000 in total
liabilities resulting in a $51,667,000 total stockholders' deficit.

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


MERVYN'S LLC: Court Extends Lease Decision Period to February 23
----------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware extended the deadline within which Mervyn's LLC and its
debtor-affiliates may assume or reject real property leases
to Feb. 23, 2009.  At the hearing on the Motion, Judge Gross said he was
satisfied that the Debtors have demonstrated "cause" for
the requested extension.

Judge Gross overruled C.E. Bassett 1, LP's objection saying,
"There are significant financial risks that the [D]ebtor faces
without the extension at this time, namely the loss of $4 million
of liquidity which is clearly significant."

Prior to the Court's approval of the extension, Neil Herman,
Esq., at Morgan Lewis & Bockius, counsel for the Debtors,
informed Judge Gross that the Debtors have settled the objections
of North 3 Holdings, LLC, Byer Properties, and The Macerich
Company.

Mr. Herman withdrew DeRito Pavilions 140, LLC's lease from the
Motion.  Mr. Herman said the Debtors will evaluate the potential
range of value the lease may have.  Both parties agreed to
reserve their rights to assume or seek extension at a later time.

Accordingly, the Court held that the Extension Order will not be
applicable to the real property leases between the Debtors and:

     * The Macerich Company;
     * DeRito Pavilions 140, LLC;
     * North 3 Holdings, LLC; and
     * Byer Properties.

                          About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provides a mix of top national brands
and exclusive private labels.  Mervyns has 176 locations in seven
states.  Mervyns stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  Mervyn's LLC's balance sheet at Aug. 30, 2008,
showed $665,493,000 in total assets and $717,160,000 in total
liabilities resulting in a $51,667,000 total stockholders' deficit.

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


MERVYN'S LLC: Panel Can Hire Ashby & Geddes as Delaware Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Mervyn's LLC
and its debtor-affiliates' Chapter 11 cases obtained authority
from the U.S. Bankruptcy Court for the District of Delaware to retain
Ashby & Geddes, PA as its Delaware counsel.

Prior to the approval, Karen B. Skomorucha, Esq., at Ashby &
Geddes, PA, in Wilmington, Delaware, filed a certificate of no
objection regarding the application.

As the Committee's counsel, Ashby & Geddes is expected to:

   (a) provide legal advice regarding the rules and practices of
       the Court applicable to the Committee's powers and duties
       as an official committee appointed under Section 1102 of
       the Bankruptcy Code;

   (b) provide legal advise regarding any disclosure statement
       and plan filed in the Debtors' cases with respect to the
       process for approving or disapproving a disclosure
       statement and confirming or denying confirmation of a
       plan;

   (c) prepare and review applications, motions, complaints,
       answers, orders, agreements and other legal papers filed
       on behalf of the Committee for compliance with the rules
       and practices of the Court;

   (d) appear in Court to present necessary motions, applications
       and pleadings and otherwise protect the interests of the
       Committee and unsecured creditors of the Debtors; and

   (e) perform other legal services for the Committee as it
       believe may be necessary and proper in the Chapter 11
       cases.

Ashby & Geddes will be paid based on the firm's current hourly
rates:

   Professional                Profession        Hourly Rate
   ------------                ----------        -----------
   William P. Bowden           Member              $525
   Amanda M. Winfree           Associate           $265
   Karen B. Skomorucha         Associate           $265
   Anthony Dellose             Paralegal           $175

Ashy & Geddes will also be reimbursed for its expenses incurred.

William P. Bowden, Esq., a member of Ashby & Geddes, P.A. tells
the Court that his firm is "disinterested" as that term is
defined in Section 101(14) of the Bankruptcy Code and does not
hold or represent an interest adverse to the Committee or the
Debtors' unsecured creditors.

According to Mr. Bowden, a list of the potential parties-in-
interest that Ashby & Geddes has represented, currently
represents, or may in the future represent in matters unrelated
to the Debtors is available for free at:

                http://ResearchArchives.com/t/s?3365

                          About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provides a mix of top national brands
and exclusive private labels.  Mervyns has 176 locations in seven
states.  Mervyns stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  Mervyn's LLC's balance sheet at Aug. 30, 2008,
showed $665,493,000 in total assets and $717,160,000 in total
liabilities resulting in a $51,667,000 total stockholders' deficit.

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


MERVYN'S LLC: Can Hire Bayard P.A. as Special Conflicts Counsel
---------------------------------------------------------------
Mervyn's LLC and its debtor-affiliates obtained authority from the
U.S. Bankruptcy Court for the District of Delaware to employ Bayard,
P.A., as their special conflicts counsel, in connection with the
investigation -- and if appropriate, prosecution -- of potential claims
and causes of action arising out of certain transactions which took
place in 2004.

Bayard is expected to perform these services:

   (i) Represent the Debtors in the investigation of the Claims
       and, if appropriate, commence litigation with respect to
       the Claims, including, without limitation actions to
       recover fraudulent conveyances; and

  (ii) Perform additional services within the area of corporate,
       litigation and related matters that may arise in
       connection with the litigation as the Debtors and Bayard
       may agree from time to time.

Bayard will be paid based on the firm's current hourly rates:

       Professional                       Hourly Rate
       ------------                       ------------
       Directors                          $845-$765
       Associates and Counsel             $210-$395
       Paralegals and Case
       Management Assistants              $125-$230

Neil B. Glassman, a director and shareholder of Bayard, P.A.,
assures the Court that his firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Nevertheless, Mr. Glassman discloses that these parties are
current or past clients of the firm in matters unrelated to the
Debtors' cases:

   (a) LaSalle Bank, N.A.
   (b) Target, Limited, Inc.

In addition, Mr. Glassman says, his firm may be currently
representing, or in the past represented, these parties which may
have been adverse to the Debtors, but in matters unrelated to the
Debtors' Chapter 11 cases:

   (1) Cerberus
   (2) Goldman Sachs
   (3) LaSalle Bank, N.A.
   (4) Target, Inc.

                          About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provides a mix of top national brands
and exclusive private labels.  Mervyns has 176 locations in seven
states.  Mervyns stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  Mervyn's LLC's balance sheet at Aug. 30, 2008,
showed $665,493,000 in total assets and $717,160,000 in total
liabilities resulting in a $51,667,000 total stockholders' deficit.

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


METALDYNE CORP: S&P Cuts Credit Rating to 'CCC+'; Outlook Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit rating
on Metaldyne Corp. to 'CCC+' from 'B-'.  S&P also lowered the ratings on
the company's senior secured and subordinated debt. The outlook is
negative.
     
"The downgrade reflects our view that sharply lower production by
several automaker customers during the next several quarters, if not
longer, will pressure the company's liquidity further," said Standard &
Poor's credit analyst Robert Schulz.  This will test the commitment of
unrated parent company Asahi Tec Corp.
     
The ratings reflect the company's vulnerable business risk profile as a
supplier heavily exposed to the Michigan-based automakers, and its
highly leveraged financial profile characterized by negative cash flow
and limited liquidity.  Metaldyne is one of the largest independent
manufacturers of engineered metal components for the global automotive
market and has revenues of nearly
$2 billion.
     
Lower automaker production levels have pressured Metaldyne's sales and
margins despite the company's leadership position in certain niche
market segments, good engineering capabilities, and fair customer and
platform diversity.
     
Revenues declined 8.6% year over year in the fiscal first quarter ended
June 30, 2008, because of lower volumes.  S&P is more concerned,
however, about the effect on credit ratios over the next few quarters
because lower customer production will continue to hurt performance.
The company has been relatively successful in recovering raw material
prices, but these efforts will need to remain fruitful even as volume
declines hurt certain customers' ability to absorb higher costs.
     
Metaldyne's liquidity is constrained.  The company was
cash-flow-negative for the quarter ended June 29, 2008, and S&P expects
negative free operating cash flow in the fiscal year ending
March 31, 2009.  Capital spending should begin to moderate after several
years of significant spending, but cash from operating activities less
capital spending could be negative in the current
fiscal year.
     
The outlook is negative.  S&P is concerned about Metaldyne's ability to
maintain near-term liquidity amidst challenging industry conditions.
Cash flow will likely be negative in the current fiscal year.
Therefore, although S&P expects the need for parent support to grow,
Metaldyne would need to have two consecutive quarters in any
four-quarter period when it does not cure a covenant violation with
parent equity contributions.  Otherwise, lender consent would be
required.
     
S&P could lower the ratings if availability under the revolving facility
appears headed below $40 million, compared to $71 million at June 30,
2008, or if the company is unable to comply with financial covenants for
the remainder of the fiscal year.  S&P could raise the ratings if the
company had enough cash flow to eliminate the need for parent support,
along with improved liquidity, but it does not expect this to occur in
the next several quarters.


MGM MIRAGE: Amends Terms of $7,000,000,000 BofA Credit Facility
---------------------------------------------------------------
MGM MIRAGE disclosed in a Securities and Exchange Commission filing that
it has entered into Amendment No. 1 to the Amended and Restated Loan
Agreement dated as of October 3, 2006, by and among:

   -- MGM MIRAGE, as borrower, and MGM Grand Detroit, LLC, as
      co-borrower;

   -- the Lenders and Co-Documentation Agents;

   -- Bank of America, N.A., as Administrative Agent;

   -- the Royal Bank of Scotland PLC, as Syndication Agent;

   -- Bank of America Securities LLC and The Royal Bank of
      Scotland PLC, as Joint Lead Arrangers; and

   -- Bank of America Securities LLC, The Royal Bank of Scotland
      PLC, J.P. Morgan Securities Inc., Citibank North America,
      Inc. and Deutsche Bank Securities Inc. as Joint Book
      Managers.

In August 2008, the senior credit facility has a total capacity of $7
billion, which matures in 2011.  The Company has the ability to solicit
additional lender commitments to increase the capacity to $8 billion.
The components of the senior credit facility include a term loan
facility of $2.5 billion and a revolving credit facility of $4.5
billion. At June 30, 2008, the Company had approximately $1.7 billion of
available borrowing capacity under the senior credit facility.

In February 2008, the Company repaid the $180.4 million of 6.75% senior
notes at maturity using borrowings under the senior credit facility.  In
May 2007, the Company issued $750 million of 7.5% senior notes due 2016.
In June 2007, the Company repaid the $710 million of 9.75% senior
subordinated notes at maturity. In August 2007, the Company repaid the
$200 million of 6.75% senior notes and the $492.2 million of 10.25%
senior subordinated notes at maturity using borrowings under the senior
credit facility.

The Company's long-term debt obligations contain customary covenants
requiring the Company to maintain certain financial ratios. At June 30,
2008, the Company was required to maintain a maximum leverage ratio
(debt to EBITDA, as defined) of 6.5:1 and a minimum coverage ratio
(EBITDA to interest charges, as defined) of 2.0:1. At June 30, 2008, the
Company's leverage and interest coverage ratios were 3.7:1 and 4.3:1,
respectively.

The Amendment increases the maximum total leverage ratio, modifies drawn
and undrawn pricing levels as well as revises certain definitions and
limitations on secured indebtedness.  

A copy of the amended loan agreement is available free of charge at
http://researcharchives.com/t/s?3373

"We are pleased by the overwhelming support our financial partners have
shown in our Company," said Dan D'Arrigo, Executive Vice President and
CFO of MGM MIRAGE.  "MGM enjoys one of the strongest balance sheets in
our industry and although we have remained comfortably within all of our
financial requirements, we believe it is a prudent course of action to
maintain greater financial flexibility in these uncertain credit
markets."

                      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+'.


MGM MIRAGE: Amends Operating Agreement with Kerzner Istithmar
-------------------------------------------------------------
MGM Mirage disclosed in a Securities and Exchange Commission filing that
on Sept. 30, 2008, through IKM MGM, LLC, its wholly owned subsidiary,
entered into Amendment No. 1 to certain operating agreement dated Sept.
10, 2007, with Kerzner Istithmar Las Vegas LLC as members, and IKM MGM
Management, LLC and Kerzner Concepts Limited as managers.  

The parties are continuing their comprehensive review of the casino
resort project and accordingly have entered into Amendment No. 1 to
extend the design and planning stage of such project to March 10, 2010.

A copy of the amendment to the operating agreement is available free of
charge at: http://researcharchives.com/t/s?3370

                      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+'.


MICHAEL VICK: Proposes to Use Up to 1/3 of Income to Settle Debts
-----------------------------------------------------------------
Dave Forster at The Virginian-Pilot reports that Michael Vick proposed
in his reorganization plan that he would hand over up to one-third of
his income, including signing bonuses, to settle his debts, if he made
it back to pro football.

According to The Virginian-Pilot, Mr. Vick and his lawyers already
submitted the Plan to the U.S. Bankruptcy Court for the Eastern District
of Virginia on Thursday.  The Virginian-Pilot relates that under the
Plan, Mr. Vick would retain the first $750,000 of his adjusted gross
income from the years 2010 to 2015.  He would then give an increasingly
higher percentage of his income over to his creditors, the report says.
Three of Mr. Vick's properties -- except his $1.5 million house in
northern Suffolk -- would be liquidated for creditors, the report
states.

Court documents say that Mr. Vick's lawyers asked the Hon. Frank Santoro
last Friday to appoint a mediator to help resolve the case, and the
judge will issue a ruling on the request after the creditors discuss it.

Michael Dwayne Vick, born June 26, 1980 in Newport News, Virginia,
is a suspended National Football League quarterback under contract
with the Atlanta Falcons team. In 2007, a U.S. federal district
court convicted him and several co-defendants of criminal
conspiracy resulting from felonious dog fighting and sentenced him
to serve a 23 months in prison.   He is being held in the United
States Penitentiary at Leavenworth, Kansas.

Mr. Vick is also under indictment for two related Virginia state
felony charges for his role in the dogfighting ring and related
gambling activity. His state trial has been delayed until he is
released from federal prison. He faces a maximum 10-year state
prison term if convicted on both counts.

The Federal Bureau of Prisons posted on its Web site that Mr. Vick's
projected release date is July 20, 2009.

Mr. Vick filed chapter 11 petition on July 7, 2008 (Bankr. E.D.
Va. Case No. 08-50775). Dennis T. Lewandowski, Esq., and Paul K.
Campsen, Esq., at Kaufman & Canoles, P.C., represent the Debtor in
his restructuring efforts. Mr. Vick listed assets of $16.1 million and
debts of $20.4 million in his bankruptcy filing.


MIDNIGHT PROPERTIES: Will Auction Bon Secour to Pay Wachovia
------------------------------------------------------------
Derek Price at The Cullman (Alabama) Times reports that the Hon. Kristi
K. DuBose of the U.S. Bankruptcy Court for the Northern District of
Alabama ruled that Midnight Properties LLC and its affiliates must
auction Bon Secour Village, its $500 million, 880-acre coastal
development, by year-end to pay their more than
$20 million debt to Wachovia Bank, their largest creditor.  

According to The Cullman Times, Bon Secour Village was originally
designed to be a "town within a town" with parks, residential areas,
shops, restaurants, and courtyards.

The Cullman Times relates that Eddie Canaday, one of the village's
developers, said, "We're also working with our creditors so they can get
everything they can out of the assets.  We're cooperating 100 percent
with all of them."

The Cullman Times states that Midnight Properties' other creditors are:

     -- People's Bank, which is owed more than $5.8 million
        from three loans;

     -- Cullman Savings Bank, which is owed almost
        $1.5 million;

     -- Steamboat Alabama, owed $17.9 million;

     -- Florida Mercantile Bank, owed $17.9 million;

     -- Fairfield Financial Service, owed $10.5 million;

     -- First National Bank of Florida, owed $6.9 million;

     -- AB&T National Bank, owed $3.3 million;

     -- FirstBank Florida, owed $2.8 million;

     -- Ventana Tampa LLC, owed $2.8 million;

     -- Regions Bank, owed $2.7 million;

     -- Pinnacle Bank, owed $2.4 million;

     -- Brasfield & Gorrie, owed $2.2 million; and

     -- Roy Hockman, owed $2 million.

Mr. Canaday, according to The Cullman Times, said he will rebuild his
business once the economy rebounds.  

Cullman, Alabama-based Midnight Properties LLC and its affiliates --
http://www.midnightproperties.com/-- are property investment companies
that specialize in beach front condominiums and homes located throughout
the Alabama Gulf Coast and Florida panhandle.

The company and three affiliates, Joseph H. Canaday, Jr. aka Josh
Canaday, Edward A. Canaday, and Michael M. Knight, filed for chapter 11
protection on April 15, 2008 (Bankr. N.D. Ala. Case Nos. 08-81143
through 08-81146).  Judge Jack Caddell presides in the case.  Garland C.
Hall, III, Esq., at Chenault, Hammond & Hall represents the Debtors in
their restructuring efforts.  When the Debtors filed for bankruptcy,
they listed assets and debts of between $10 million and $50 million.


MOHAMMED HAYAT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Mohammed Fayyaz Hayat
        4949 Rockwood Dr.
        San Angelo, TX 76905

Bankruptcy Case No.: 08-60155

Chapter 11 Petition Date: October 6, 2008

Court: Northern District of Texas (San Angelo)

Judge: Robert L. Jones

Debtor's Counsel: Ronald M. Mapel, Esq.
                  mapat@wtxcoxmail.com
                  Law Offices of Ronald M. Mapel
                  40 West Twohig, Suite 213
                  San Angelo, TX 76903
                  Tel: (325) 658-8579

Total Assets: $1,777,150

Total Debts: $2,520,978

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

            http://bankrupt.com/misc/txnb08-60155.pdf


MONROE CENTER: US Trustee to Hold Meeting to Form Panel on Oct. 8
-----------------------------------------------------------------
The United States Trustee for Region 3, will hold an organizational
meeting in the joint administered Chapter 11 cases of Monroe Center
Management, LLC and Monroe Center, LLC on
October 8, 2008 at 11:00 a.m. at U.S. Trustee's Office, One Newark
Center, 14th Floor, Room 1401 in Newark, New Jersey.

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

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

                       About Monroe Center

Based in Hoboken, New Jersey -- Monroe Center LLC filed for Chapter 11
protection on September 10, 2008 (Bankr. D. N.J. Case No. 08-27203).
Joseph Markowitz, Esq. at Markowitz, Gravelle & Schwimmer represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated debts of $10 million
to $50 million.
                       

MONTAGE II: Bankruptcy Cancels Foreclosure Sale of Land
-------------------------------------------------------
The bankruptcy filings of Montage II LLC, Lindsay and Chandler Heights
LLC and Southern Views @ South Mountain LLC, on Sept. 29, has caused the
cancellation of a foreclosure sale of land that Charlevoix Homes LLC and
its successor, Copperleaf Communities Inc., was developing in Chandler,
according to a report by Peter Corbett of The Arizona Republic.  The
auction was scheduled Sept. 30.

The three entities that filed for bankruptcy were affiliated with failed
Scottsdale builder Michael Roberts, founder of Charlevoix Homes.
Charlevoix filed for Chapter 7 bankruptcy liquidation in August.  Mr.
Roberts filed a Chapter 7 bankruptcy petition in July, reporting $118
million in debt.

Scottsdale, Arizona-based Montage II, LLC, filed for Chapter 11
bankruptcy on Sept. 29, 2008 (Bankr. D.Ariz., Case No.: 08-13221).
The Debtor listed assets of $10 million to $50 million and debts of $10
million to $50 million when it filed for bankruptcy.


MPF CORP: Cosco Shipyard Sues to Recover Balance Due on MPF-01
--------------------------------------------------------------
China's Cosco Shipyard is pursuing legal action to recover the balance
of the payment due from the work done by it on MPF Corp. Ltd.'s floating
production and drilling unit MPF-01, EnergyCurrent New Digest's Hwee
Hwee Tan reported.

According to the report, Cosco has received 80 percent payment for
completing the contracted work on the hull construction.  The vessel is
now sitting at the shipbuilder's Dalian shipyard in China, according to
a Cosco spokesman.

EnergyCurrent reports that MPF Corp. Ltd. was forced to file for Chapter
11 under the provisions of the U.S. Bankruptcy Code and provisional
liquidation in Bermuda after exhausting its financial resources.  The
Bermuda-based company has reportedly began a process of selling or
refinaning the MPF-01 project after experiencing substantial project
cost overruns in June 2008.  The project has been funded by its
bondholders since mid-2008.

MPF is now seeking a suitable buyer for the hull and the equipment
purchased for the project.  MPF-01 was previously contracted to start
work on a three- to five-year charter with Petrobras.

Headquartered in Bermuda, MPF Corp. Ltd. -- http://www.mpf-
corp.com/ -- engages in deep water oil and gas exploration.  The
company was established on April 25, 2006.  The company and
debtor-affiliate MPF Holding US LLC filed separate petitions for Chapter
11 relief on Sept. 24, 2008 (Bankr. S.D. Tex. Case Nos.
08-36086 and 08-36084).  D. Bobbitt Noel, Jr., Esq. at Vinson & Elkins
LLP represents the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed assets of
$100 million to $500 million, and the same range of debts.  


NAMWEST-PALMS LLC: Files for Chapter 11 Bankruptcy in Arizona
-------------------------------------------------------------
Namwest-Palms, LLC, a limited liability corporation formed by Cave
Creek-based developer Namwest Communities, has filed for bankruptcy,
Erin Zlomek of The Arizona Republic reports.

The report says that in 2005, the company opened model homes at the 3
J's Country Estates, a housing development also known as Montecito
Estates, located east of El Mirage Boulevard and north of Thompson Ranch
and Greenway roads, according to El Mirage (Arizona) planning and zoning
records.

The Arizona Republic says the company had not completed the project at
the time of the bankruptcy filing.

Namwest Communities also has housing developments in Sun City and Tempe,
Florida.  Only the El Mirage project is affected by the bankruptcy case.

Based in Phoenix, Arizona, Namwest-Palms, LLC was formed to develop the
Montecito Estates' housing project in El Mirage, Arizona.  The company
filed for Chapter 11 relief on Sept. 22, 2008 (Bankr. D. Ariz. Case No.
08-12744).  Carolyn J. Johnsen, Esq., at Jennings, Strouss & Salmon,
P.L.C. represents the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed assets of $1 million to $10
million, and debts of $1 million to $10 million.  


ON SEMICONDUCTOR: Joint Bid with MTI Cues S&P to Put Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate credit and
other ratings on Phoenix, Arizona-based ON Semiconductor Corp. on
CreditWatch with negative implications following the company's
announcement that it is joining San Jose,
California-based Microchip Technology Inc.'s bid to purchase Atmel Corp.
for $2.3 billion in cash.
     
Microchip is leading the deal and intends to sell Atmel's non-volatile
memory as well as RF (Radio Frequency) and automobile assets to ON
semiconductor.  ON estimates these assets generated a combined $650
million in revenues and could cost ON up to
$1 billion to purchase.  These assets would both compliment and
bolster's ON's strengths in these end markets.
     
As of Sept. 30, 2008, ON had more than $400 million in total cash and
equivalents and $260 million of additional availability under its
existing credit facilities.  The company expects to finance the deal
through some combination of cash, existing facility borrowings and
additional financings.  ON's current operating lease adjusted leverage
is in the low 3x area.
     
S&P plans to meet with ON's management to review the company's proposed
financing for the transaction, ultimate capital structure, cost
synergies, and its strategy to merge the units into ON's operations, in
order to resolve the rating.


PATRIOT HOMES: Given Until Nov. 7 to File Schedules, Creditor List
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana has
granted Patriot Homes Inc. and its debtor-affiliates until Nov. 7, 2008,
to file a list of creditors together with a Schedule of Assets and
Liabilities, Schedules of Current Income and Expenditures, and a
Statement of Financial Affairs, without prejudice to their right to seek
further extensions from the Court, or to seek a waiver of specific
filing requirements.

Pursuant to section 521(a)(1) of the Bankruptcy Code, a debtor must file
with the applicable court the List of Creditors and the Schedules and
Statements.  Bankruptcy Rule 1007(a)(1) provides that the List of
Creditors should generally be filed with the petition, while Bankruptcy
Rule 1007(c) allows a debtor to file its Schedules and Statements within
15 days of the commencement date of its bankruptcy case.

The Debtors told the Court that because of the complex nature of their
businesses, the large number of creditors, the timing of the bankruptcy
filings, limited staff available to perform the required internal review
of the debtors' business and affairs, and numerous other matters
incident to their bankruptcy filings, it was impossible to prepare and
file an accurate and comprehensive list of creditors along with their
petition, and that the 15-day automatic extension of time to file the
Schedules and Statements allowed under Bankruptcy Rule 1007(c) will not
be sufficient.

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 counsel.  In its filing, Patriot homes listed
between $10 million and $50 million in assets and between $10 million
and $50 million in debts.


PATRIOT HOMES: Taps Bell Boyd as Bankruptcy Counsel
---------------------------------------------------
Patriot Homes, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Indiana for permission to employ
Bell, Boyd & Lloyd LLP as their attorneys, nunc pro tunc to the petition
date.

As the Debtors' counsel, Bell Boyd will mainly advise the Debtors with
respect to their powers and duties as debtors-in-possession in the
continued management and operation of thier business and properties as
well as perform legal services that will be necessary during the
pendency of their Chapter 11 cases, including, without limitation, (i)
the analysis of the Debtors' leases and executory contracts and the
assumption, rejection or assignment thereof, (ii) the analysis of the
validity of liens against the Debtors, and (iii) advice on corporate,
litigation, and other matters.

Bell Boyd's professionals who will be primarily responsible for
providing services to the Debtors and their hourly rates are:

   Professional                 Designation      Hourly Rate
   ------------                 -----------      -----------
   Harry J. Goldstein, Esq.     Partner              $505
   Sven T. Nylen, Esq.          Senior Associate     $325
   Legal Assistants                               $180-$225
   
To the best of the Debtors' knowledge, Bell Boyd does not hold or
represent any interest adverse to the Debtors' estates, and the firm is
a "disinterested person", as that term is defined in Sec. 101(14), as
modified by Section 1107)b) of the Bankruptcy Code.  

Headquartered in Middlebury, Indiana, Patriot Homes, Inc.  
-- http://www.patriothomes.com/-- makes modular houses.  The Debtor and
seven of its debtor-affiliates filed separate motions for Chapter 11
relief on Sept. 28, 2008 (Lead Case No. 08-33347).  In its filing,
Patriot Homes, Inc., listed between $10 million and
$50 million in assets and between $10 million and $50 million in debts.


PATRIOT HOMES: Section 341(a) Meeting Set for November 7
--------------------------------------------------------
The United States Trustee for Region 10 will convene a meeting of
Patriot Homes, Inc.'s creditors at 3:00 p.m., on Nov. 7, 2008, at  
Michiana Square, 5th Floor, South Bend, in South Bend, Indiana.  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 officer of the
Debtor under oath about his financial affairs and operations that
would be of interest to the general body of creditors.

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 counsel.  In its filing, Patriot Homes listed
between $10 million and $50 million in assets and between $10 million
and $50 million in debts.


PENN TREATY: S&P Junks Rating on Announced Policy Recapturing
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit and
financial strength ratings on Penn Treaty Network America Insurance Co.
to 'CC' from 'B-' and placed the ratings on CreditWatch with negative
implications.
     
The downgrade reflects the announcement by PTNA's parent company, Penn
Treaty American Corp., that on Jan. 1, 2009, it will voluntarily
recapture all reinusured policies under several agreements with Imagine
International Reinsurance Ltd.  PTNA will then be considered insolvent
on a statutory basis.  When this happens, PTNA would be placed under
voluntary rehabilitation under the Pennsylvania Insurance Department
unless a strategic alternative that provides for adequate statutory
surplus is in place prior to Jan. 1, 2009.

"These events place PTNA in an extremely weak financial
condition," noted Standard & Poor's credit analyst Neal Freedman.
     
If the Pennsylvania Insurance Department places PTNA in rehabilitation,
S&P will revise the ratings to 'R', indicating the company is under
regulatory supervision owing to its financial condition.  If any binding
agreement occurs that would provide enough statutory capital or
commitment prior to Jan. 1, 2009, to prevent statutory insolvency, S&P
will likely revise the CreditWatch status of the ratings to developing.


PENN TREATY: Best Puts 'D' FSR After Announced Policy Recapturing
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to D(Poor)
from B-(Fair) and issuer credit ratings to "c" from "bb-" of Penn Treaty
American Corporation's (Allentown, PA) insurance subsidiaries.  Penn
Treaty's insurance subsidiaries include Penn Treaty Network America
Insurance Company, American Network Insurance Company (both of
Allentown, PA) and American Independent Network Insurance Company of New
York (New York).  Concurrently, A.M. Best has downgraded the ICR to "c"
from "ccc" of Penn Treaty.  The outlook for all ratings is negative.

These rating actions are in response to Penn Treaty's announcement that
it has notified Imagine International Reinsurance Limited (Ireland) of
its intention to recapture on January 1, 2009, all long-term care
insurance policies reinsured by Imagine.  In August 2008, Imagine stated
it was not willing to provide additional collateral in the form of
letters of credit associated with business issued prior to 2002.  Until
2008, Imagine had been providing increasing LOCs as part of the "old co"
reinsurance agreement, which had enhanced Penn Treaty's statutory
surplus position.

Penn Treaty does not have enough statutory capital and surplus to
recapture this business.  Additionally, Penn Treaty's insurance entities
recently have reported weakened statutory surplus due to large operating
losses.  This position has been further eroded by the recent failure of
Washington Mutual, which represented a sizeable portion of Penn Treaty's
June 30, 2008 statutory surplus position.

While Penn Treaty recently announced plans to sell its wholly owned
subsidiary, United Insurance Group Agency, Inc., unless a major
strategic capital alternative is in place prior to Jan. 1, 2009, Penn
Treaty's primary insurance subsidiary would be considered insolvent
under Pennsylvania statute.  Given the current turmoil in the capital
markets and the extremely poor performance of its "old co" business,
A.M. Best believes Penn Treaty will be extremely challenged to raise
enough capital to offset the estimated over $100 million statutory
surplus deficit, which will be reported in early 2009, upon recapture of
the reinsurance agreements.  In light of its weak capital position, Penn
Treaty immediately ceased writing new business.

Penn Treaty plans to release its 2007 GAAP financials sometime over the
next four to six weeks.  When they are released, A.M. Best expects there
will be a large loss and decline in shareholders' equity.  Effective
immediately, the New York Stock Exchange has suspended trading in Penn
Treaty.

If Penn Treaty is not successful in finding a buyer or raising
significant capital and the company voluntarily enters a rehabilitation
plan, A.M. Best will downgrade the company's FSR to E (Under Regulatory
Supervision).


PERKINS & MARIE: S&P Rates $132MM Sr. Secured Notes Rating 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit rating on
Memphis, Tennessee-based Perkins & Marie Callender's Inc.'s to 'B-' from
'CCC+.'  The outlook is negative.
     
At the same time, S&P assigned a 'B-' rating to Perkins'
$132 million senior secured notes due 2013.  The issue was sold as 144A
private placement without registration rights.  S&P assigned a recovery
rating of '4' to the debt, indicating the expectation for average
(30%-50%) recovery in the event of payment default.  The 'CCC' rating on
Perkins' $190 million senior notes remains unchanged; S&P lowered the
recovery rating on the $190 million senior notes to '6' from '5',
indicating the expectation for negligible (0%-10%) recovery in the event
of payment default.
     
"The upgrade reflects Perkins' increased financial flexibility, as the
company has refinanced its existing $40 million revolver and $98 million
term loan," said Standard & Poor's credit analyst Jackie E. Oberoi, "and
has far less restrictive financial covenants as a result."


PHARMED GROUP: Court Approves Joseph Myers as Plan Administrator
---------------------------------------------------------------
Joseph E. Myers, a partner and managing director in national advisory
firm Clear Thinking Group, LLC, has been appointed Plan Administrator in
the bankruptcy case of Pharmed Group Holdings, Inc.

The appointment of the Hillsborough, New Jersey-based firm
follows the confirmation of Pharmed's second amended plan of liquidation
on September 17 by Judge Robert A. Mark of the U.S. Bankruptcy Court,
Southern District of Florida, in Miami.

Under terms of the engagement agreement, Mr. Myers and staff
from Clear Thinking Group's Creditors Rights Practice will
assist the debtor in meeting obligations set forth in its Plan
of Liquidation, including administering the disbursement of funds
contained in a creditors trust from which Pharmed will pay its
administrative and general unsecured claims.

Headquartered in Miami, Florida, Pharmed Group Holdings Inc. --
http://www.pharmed.com/-- and its affiliates send drugs and
medical supplies on Caribbean cruises.  They distribute medical,
rehabilitative, and surgical supplies throughout the southeastern
U.S., as well as Caribbean, and Central and South American
countries.  They deliver products made by Dynatronics, Welch
Allyn, and Smith & Nephew.  In addition to their distribution
businesses, they make and distribute vitamins, minerals,
nutraceuticals, and dietary supplements.

The company and four debtor-affiliates filed for chapter 11
protection on Oct. 26, 2007 (Bankr. S.D. Fl. Case Nos. 07-19187
through 07-19191).  Paul Steven Singerman, Esq., and Brian Rich,
Esq., at Berger Singerman PA, represent the Debtors.  Trumbull
Group LLC serves as the Debtors' claims and noticing agent.

According to Bloomberg News, the Debtor listed assets of
$50 million and debts of $72 million when it filed for bankruptcy.


PHILADELPHIA MEDIA: Misses Payments to Creditors
------------------------------------------------
Bill Rochelle of Bloomberg News reports that Philadelphia Media
Holdings, LLC, didn't make payments due last week to creditors, blaming
"chaos, volatility and uncertainty in today's financial and credit
markets."

The Company has been negotiating with senior and junior creditors for
six months and in August 2008 gave them a workout proposal to be
supported by an additional $20 million investment from the equity
sponsor, according to the report.

Philadelphia Media Holdings, LLC -- http://www.pnionline.com/default.asp
--is a group of local Philadelphia, Pennsylvania investors who formed to
buy The Philadelphia Inquirer, the Philadelphia Daily News and the
internet portal for both called Philly.com-- http://www.philly.com/

In June 2006, The McClatchy Company had bought Knight Ridder and The
Philadelphia Inquirer and the Philadelphia Daily News were among the
twelve less-profitable Knight Ridder newspapers that McClatchy put up
for sale when the deal was announced in March.  The Company bought the
newspapers on June 29, 2006 in a
$562 million transaction.


POMARE LTD: Blames Tourism Decline, Economy for Chapter 11 Filing
-----------------------------------------------------------------
Pomare, Ltd., doing business as Hilo Hattie, one of Hawaii's largest
retailers, said that the decline in tourism and other economic factors
forced it to file for bankruptcy Thursday, three months after California
investors bought the company from its founder, Andrew Gomes of The
Honolulu Advertiser reported Friday.

"It's sad, but I'm not surprised," said local retail industry analyst
Stephany Sofos, who predicts that a worsening Hawaii economy will force
other retailers with shaky finances to seek bankruptcy protection.

The Chapter 11 filing allows Hilo Hattie to continue operating its seven
stores in Hawaii and two in California without   interruption.  None of
the 256 employees will lose their jobs, according to the report.

CEO Ted Nelson said he expects that the Chapter 11 filing will allow
plans to open a new flagship store in Waikiki at the Royal Hawaiian
Center.  Hilo Hattie would close its Nimitz store and sell the property.
  
To reassure suppliers, Hilo Hattie has arranged a $5 million line of
credit the company may use if necessary.

The report says that the retailer will seek to erase some significant
outstanding debt it said is between $10 million and $15 million.

Among some of its largest unsecured creditors are Maui Divers of Hawaii,
which is owed about $1.3 million; aloha wear manufacturer Royal Hawaiian
Creations, $793,434; Roberts Hawaii Tours,  $173,190; and Hamakua
Macadamia Nut Co., $107,329.

Hilo Hattie also owes money to several present or former executives in
the form of promissory notes totaling at least
$1.5 million issued before the sale of the company in July.  The notes
include $723,141 to Paul deVille, former president and CEO of Pomare
Ltd.

"While this is an extremely difficult step to take, we're confident that
this reorganization will provide the fresh start we need to rebuild and
strengthen the company, and to lead Hilo Hattie into an exciting new
era," Mr. Nelson said in a statement.

"The rapidly deteriorating economy, historic oil price levels, and the
weakening of Hawaii's tourist-driven economy has hit all local companies
- including Hilo Hattie - hard," said Mr. Nelson.

Hilo Hattie's founder Jim Romig sold the company to an investor group
led by Mr. Nelson in July.

Based in Honolulu, Hawaii, Pomare Ltd. dba. Hilo Hattie, makes and sells
men's clothing.  The company filed for Chapter 11 relief on Oct. 2, 2008
(Bankr. D. Hawaii Case No. 08-01448).  Chuck C. Choi, Esq. and James A.
Wagner, Esq., at Wagner Choi & Evers represent the Debtor as counsel.
When the Debtor filed for protection from its creditors, it listed
assets of $10 million to $50 million, and debts of $10 million to $50
million.


PROGRESSIVE ALLIANCE: Jim Clark Guarantees Investors of Payment
---------------------------------------------------------------
Jim Clark, founder, chairperson and chief executive of retirement
planning firm Jim Clark and Associates, assured Progressive Alliance,
Inc.'s investors that they will be compensated.

Progressive Alliance, dba Progressive Alliance of Retirement Planners,
was forced into Chapter 11 bankruptcy in 2001.  Mr. Clark told investors
that should the company's attempt to reorganize fail, he would
personally guarantee each investor's investment.

Jim Clark and Associates -- http://www.jimclarkandassociates.com-- is a
retirment planning firm in Idianapolis.


PROGRESSIVE MOLDED: CCAA Monitor Reports Status of Liquidation
--------------------------------------------------------------
Alex Morrison, senior vice president of Ernst & Young Inc., in
its capacity as the CCAA Court-appointed Monitor of THL-PMPL
Holding Corp., Progressive Moulded Products Limited, Progressive
Molded Products Inc., and Progressive Marketing, Inc., submitted
reports to the Ontario Superior Court of Justice, Commercial
List, with respect to, among other things:

   (a) the status of the orderly liquidation of Progressive's
       Canadian assets;

   (b) PMPL's proposed independent contractor agreements; and

   (c) the review of the First Lien Lenders' security registered
       in Canada.

The Monitor previously endorsed the appointment of Donald s.
MacKenzie as CRO of the Canadian Applicants and and his firm
Conway MacKenzie, Inc., in connection with the management and
operation of the Applicants during the wind-down of their
Canadian assets and businesses.

                Status of the Orderly Liquidation

According to Mr. Morrison, in his Sept. 25 report, Progressive is
working diligently to complete the orderly liquidation and wind
down of its business.  Progressive is continuing to invoice
General Motors Corp., Ford Motor Company and Chrysler, LLC for
raw materials, packaging, finished inventory, secondary tooling
and machinery and equipment purchased pursuant to the OEM Term
Sheets and to collect the related receivables, Mr. Morrison adds.

Mr. Morrison says the liquidation of the remaining assets,
including machinery and equipment, in Canada is ongoing.  In
accordance with the Auction Services Agreement, the Auctioneer  
held an auction on September 23, 24 and 25, 2008.  PMPL hopes to
be in a position to vacate most if not all of the Canadian leased
facilities before the winter, Mr. Morrison tells the Ontario
Superior Court of Justice Commercial List.

In his Aug. 31 report, the Monitor reported that the process of
removing tooling, equipment and inventory by the OEMs in
accordance with the GM, Ford, and Chrysler Tooling Orders have
been completed.  Production by Progressive in Canada and in Texas
ceased of June 30, 2008.  Production for Ford in Missouri ceased
July 25, 2008.

According to the Monitor, Progressive is currently assessing how
to dispose and realize upon the remaining property and assets
owned by PMPI and located in the United States.  He notes that
the Chapter 7 trustee who was appointed in the U.S. to administer
the Chapter 7 cases has filed a motion to dismiss the cases
citing the inability to obtain an appropriate funding for
professional fees that would be incurred.  In his prior report,
the Monitor, however, noted that the assets remaining in PMPI's
Texas and Missouri plants represent only a small portion of the
Applicants' remaining assets.

                   Collection of Receivables

The Monitor in its Aug. 25 report said that the OEM Term Shets
provided a process pursuant to which the OEMs were to settle pre-
and post- filing amounts owing to Progressive.  Progressive,
under the direction of the CRO, has been working with the OEMs to
settle these amounts.

The Monitor added that it continues to collect pre-filing
accounts receivables from other customers.  It said that less
than $2,000,000 remain to be collected.   It added that
Progressive continues to negotiate sales of small quantities of
remaining raw material, work-in-process and finished goods
inventory to certain of these customers on  an "as is, where is"
basis.

                         Lease Reviews

Shortly after the commencement of the CCAA Proceedings, a number
of leasing companies contacted the Applicants and/or the Monitor
to assert interests in various pieces of equipment they claim are
subject to lease agreements with Progressive.  These leasing
companies included CIT Financial Ltd., HSBC Bank Canada and
Relational Funding Canada Corp.  The Monitor and its counsel have
reviewed these lease agreements and determined that the leases
are proper leases and have priority over other secured lenders
with respect to the pieces of equipment subject to the leases.  
The Applicants do not disagree with the Monitor's assessment of
these leases and the First Lien Lenders have now confirmed that
they do not claim priority over these parties to the equipment
that is subject to these leases.  As a result, each of these
leasing companies have been contacted and asked to remove their
equipment from Progressive's premises immediately.

CIT has advised the Applicants and the Monitor that it has
entered into an agreement to sell its equipment to a third party.  
This third party has contacted the CRO and the Monitor and
arrangements have been made to permit the third party to remove
the equipment from Progressive's premises over the next several
days.  The Monitor expects that similar arrangements will be made
with the other leasing companies in the near future.

               Independent Contractor Agreements

The liquidation and other activities are ongoing and continue to
require staff to complete the work.  On July 15, 2008, the
Ontario Court made an order approving an employment retention
program for certain employees whose continuing assistance was
required.  However, this program ends on September 30, 2008.
Progressive and the CRO believe that it would be beneficial to
retain the expertise of certain existing employees of Progressive
who have knowledge of historical transactions, and Progressive’s
products and understand the accounting systems, invoicing process
and customer agreements.

According to the Monitor, PMPL proposes to engage 13 individuals
who are presently employees, as independent contractors in order
to decrease the administrative responsibilities of PMPL
associated with the retention of employees, while at the same
time increasing its flexibility to contract required services on
an "as needed" basis only.

According to Mr. Morrison, PMPL will not be responsible for
payment of any federal or provincial taxes, employee-related
withholdings, pension plan, medical benefits or other employment
related expenses or benefits for these Independent Contractors.
The hourly rates for services provided were set at the equivalent
of 2.5 times the hourly rate calculated by assuming the person's
previous annual salary from PMPL was for a 40-hour week.

Mr. Morrison relates he reviewed the list of existing employees
and believes that they are the appropriate people who have
specific expertise that would be beneficial to retain as
independent contractors.  The hourly rate proposed by PMPL is
also reasonable, he adds.

             Review of First Lien Lenders' Security

According to Mr. Morrison, his counsel has already completed the
review of certain security documents relating to the debts and
other obligations of each of PMPL and THL-PMPL to the First Lien
Lenders pursuant to a credit agreement dated as of August 16,
2008 between THL-PMPL, PMPL, PMPI, and each subsidiary party
thereto as a guarantor.

Mr. Morrison says he has received an opinion from his counsel
which states that, subject to the assumptions and qualifications,
the Canadian Guarantee and Collateral Agreement made as of
August 16, 2004, by THL-PMPL Acquisition Corp., now PMPL and THL-
PMPL and the leasehold debentures dated August 16, 2004 by PMPL
in favor of JPMorgan Chase Bank, Toronto Branch in relation to
the leased facilities on Keele St., 21 Graniteridge Road, both in
Vaughan, and 125 Villarboit Crescent in Concord, are properly
perfected in respect of PMPL and THL-PMPL's assets located in
Ontario.

As a result of the opinion with respect to the validity of the
First Lien Lenders’ security, Progressive and the Chief
Restructuring Officer, in coordination with the Monitor, are in
the process of preparing an estimate of an interim distribution
to the First Lien Lenders for which Progressive will seek
approval from the Court in the near future, Mr. Morrison
maintains.

The Monitor, accordingly, recommended to the Ontario Superior
Court of Justice, Commercial List, to approve PMPL entering into
the independent contractor arrangements on the terms as
substantially set out in the Independent Contractor Agreement.

                        *     *     *

Copies of the Monitor's reports are available at no charge at:

  http://bankrupt.com/misc/PMPI_Monitor_1stReport.pdf
  http://bankrupt.com/misc/PMPI_Monitor_2ndReport.pdf
  http://bankrupt.com/misc/PMPI_Monitor_3rdReport.pdf
  http://bankrupt.com/misc/PMPI_Monitor_4thReport.pdf
  http://bankrupt.com/misc/PMPI_Monitor_5thReport.pdf
  http://bankrupt.com/misc/PMPI_Monitor_6thReport.pdf

                      About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.

The bankruptcy cases were later converted to chapter 7 proceedings in
August.  Jeoffrey L. Burtch was appointed as the Interim Trustee to take
charge of the Debtors' estates.

(Progressive Molded Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Services Inc. http://bankrupt.com/newsstand/or
215/945-7000)


PROGRESSIVE MOLDED: Court Dismisses Bankruptcy Cases
----------------------------------------------------
The Hon. Kevin Carey of the United States Bankruptcy Court for the
District of Delaware dismissed the Chapter 7 cases of Progressive
Molded Products Inc., Progressive Marketing, Inc., THL-PMPL
Holding Corp., and Progressive Moulded Products Limited, effective
October 1, 2008.

In that light, the Court discharged Jeoffrey L. Burtch, as
interim Chapter 7 Trustee, from any obligation arising under the
United States Bankruptcy Code.  He also discharged Cooch and
Taylor, Mr. Burtch's counsel, from any further responsibility in
connection with future hearings that may be scheduled.

However, Judge Carey ordered that he will retain jurisdiction for
the purpose of hearing and adjudicating final applications for
compensation and reimbursement of expenses brought by
representatives of the Debtors and the Official Committee of
Unsecured Creditors pursuant to Sections 330 and 331 of the
United States Bankruptcy Code.

Mr. Burtch had told the Court it is impossible to administer the
Debtors' cases due to lack of funds.  Mr. Burtch related that without
appropriate funding, he will be unable to properly perform his
obligations, perform due diligence, and perform any of the reasonable
tasks imposed on him.

On June 20, 2008, the Debtors sought bankruptcy protection under Chapter
11 in the United States and and under The Companies' Creditors
Arrangement Act in Canada, in hopes of delevering its balance sheet and
maintaining its business with General Motors Corp., Ford Motor Company
and Chrysler, LLC.

However, after its OEM customers elected to resource their orders
for component parts with other suppliers, Progressive commenced
the wind-down of their operations and agreed to calls to convert
their Chapter 11 cases to Chapter 7 liquidation.

However, Mr. Burtch, who was appointed as Chapter 7 trustee,
sought the dismissal of the cases, citing that there is no
available funding to administer the cases, and pay professionals
in connection with the liquidation of Progressive's assets.

Mr. Burtch said that all of the Debtors' assets are encumbered
and subject to liens of JP Morgan Chase Bank, Wells Fargo Bank,
and other secured institutional lenders.

             JPMorgan Called for Immediate Dismissal

Prior to Judge Carey's Dismissal Order, JPMorgan Chase Bank,
N.A., the administrative and collateral agent under the Credit
Agreement dated August 16, 2004, related it is appropriate and
most efficient for the liquidation of the Debtors' estates to be
administered through the ongoing Companies' Creditors Arrangement
Act proceedings, in which a Monitor appointed by the Canadian
Court serves the estates as an independent fiduciary.

"As this Court is aware, the overwhelming majority of the
Debtors' assets are located in Canada and are associated with the
Debtors' Canadian operations.", Mark D. Collins, Esq., at
Richards, Layton & Finger, PA, in Wilmington, Delaware tells the
Court.

JPMorgan requested that the proposed order dismissing the
Debtors' cases be modified to provide that:

   -- dismissal be effective immediately in order to avoid
      unnecessary administrative expenses and delay; and

   -- the Court retains jurisdiction to hear and adjudicate
      final fee applications of Chapter 11 estate professionals.

Mr. Burtch previously sought that the dismissal be effective on
October 30, 2008, in order to accommodate the final fee hearings
for the Chapter 11 estate professionals scheduled for October 15,
2008.

According to JPMorgan, the same result sought by Mr. Burtch may
be accomplished without extending the Debtors' cases for a month
-- which extension would result in the accrual of further
significant, unnecessary administrative expenses and more
importantly delay -- to the detriment estates.

Subsequently, Adam Singer, Esq., at Cooch and Taylor, in
Wilmington, Delaware, who represents the Ch. 7 trustee, asked the
Court to sign a revised proposed order, which provided for the
immediate dismissal of the Debtors' cases.

                          *     *     *

The Debtors previously employed 2,800 people and carried on
business designing, manufacturing and marketing interior plastic
systems and subsystems for the automotive industry from 14
locations in Ontario, Texas, Michigan and Missouri.  The company
expanded its operations to include 13 plants in Canada and the

At present, Donald s. MacKenzie as CRO of the Canadian Applicants
and and his firm Conway MacKenzie, Inc., along with 13 remaining
employees, have been retained to manage the wind-down of the
Debtors' assets.  They have tapped Danbury Industrial and
Infinity Asset Solutions Inc. to auction off the Debtors'
Canadian assets.

                      About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.

The bankruptcy cases were later converted to chapter 7 proceedings in
August.  Jeoffrey L. Burtch was appointed as the Interim Trustee to take
charge of the Debtors' estates.

(Progressive Molded Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Services Inc. http://bankrupt.com/newsstand/or
215/945-7000)


PROPEX INC: Committee Sued BNP Paribas, et al., Over Demise
-----------------------------------------------------------
The Official Committee of Unsecured Creditors initiated a
complaint against BNP Paribas, as administrative agent under a
2006 credit agreement Propex Inc. and its debtor-affiliates entered into
with certain lenders, for allegedly engaging in a scheme designed to
deplete the Debtors' resources and ultimately force a bankruptcy
proceeding in which the lenders could wrest control of the Debtor
companies.  

                   BNP Paribas Credit Agreement

Propex Inc. acquired all of the outstanding capital stock of
its largest competitors, SI Concrete Systems Corporation
and SI Geosolutions Corporation, for $232.6 million.  About
$28.1 million of the purchase price was paid out of the Debtors' cash on
hand.  To raise additional funds, Propex entered into a $360 million
Credit Agreement in January 2006 with BNP Paribas.

By June 2006, the Debtors changed their corporate names.  That
event triggered a statutory requirement under Section 9-507(c) of
the Uniform Commercial Code for the Lenders to re-perfect their
liens on the Debtors' pledged assets by filing amended UCC
statements.  

The Lenders, however, failed to re-perfect their liens on certain
of the Debtors' property by the statutory deadline and instead
perfected those liens by filing amended UCC statements in
December 2006, Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer
& Feld, LLP, in New York, points out, on the Committee's behalf.

The late UCC filings, Mr. Dizengoff contends, constituted a new
transfer by the Debtors for which the Lenders provided no value
to the Debtors.  He adds that the late filings occurred at a time
when the Debtors were insolvent.  The Lenders also failed to file
any amended UCC statement reflecting Propex's name change with
respect to a lien on Propex's personal property located in
Berrien County, Georgia, Mr. Dizengoff tells the Court.

A list of the BNP Paribas unperfected liens is available for free
at http://ResearchArchives.com/t/s?336e
           
              Insolvency and Default by December 2006

According to Mr. Dizengoff, the anticipated benefits from the SI
Acquisition failed to materialize.  The Debtors suffered from the
continued loss of business from their customers and a liquidity
squeeze due in part to their $28.1 million cash payment made in
connection with the SI Acquisition, monthly payments on the
Credit Agreement, and rising propylene prices.  By December 2006,
the Debtors were insolvent, Mr. Dizengoff maintains.  By the
fourth quarter of 2006, the Debtors' total EBITDA fell to $16.1
million, and the Debtors' net income fell from $14 million to
$1.8 million during the same timeframe.  At that juncture, it
would have been in the best interest of the Debtors to seek
Chapter 11 protection or seek more financing, Mr. Dizengoff says.

The Lenders, however, Mr. Dizengoff argues, engaged in a course
of conduct designed to artificially prolong the Debtors'
operations, deepen their insolvency, and further deplete their
liquid assets, while the Lenders strengthened their own stake in
the Debtors in anticipation of an eventual bankruptcy proceeding.  

Specifically, he cites, the Lenders induced the Debtors to enter
into the a Second Amendment of the Credit Agreement when they
knew or should have known that the Debtors would likely not
satisfy its terms.  In exchange for the Second Amendments'
limited waiver and relaxed covenants, the Lenders demanded that
the Debtors pay down principal on the debt by $20 million and pay
an increased interest rate of 75 basis points going forward.

The Debtors agreed to "such inequitable terms" relying on the
representation that the Lenders would readily negotiate further
relief or refinancing if a default occurred, Mr. Dizengoff
relates.

The payment obligations that the Lenders imposed pursuant to the
Second Amendment left the Debtors undercapitalized and ensured
that they would slip further into insolvency and financial
distress, Mr. Dizengoff insists.  "[T]he Debtors lost over
$60,000,000 in the first nine months of 2007 alone."  By
September 2007, the Debtors triggered multiple covenant defaults.

The Committee notes that the Debtors' situation further
deteriorated in December 2007 as their vendors began demanding
payment in advance of shipments.

The Debtors purportedly approached the Lenders in October 2007
about negotiating another amendment.  By November 2007, however,
it became apparent to the Debtors that the Lenders did not intend
to negotiate, according to Mr. Digenzoff.

Subsequently, with no prospects of alternative financing, the
Debtors were forced to file for Chapter 11 protection.  
Furthermore, Mr. Dizengoff points out, as a result of the
undercapitalization caused by the Second Amendment, the Debtors
were in a far weaker state and thus had no viable alternative but
to accept the DIP Financing underwritten by the Lenders.

         Purported Liens on Propex's Hungarian Subsidiaries

Mr. Dizengoff adds the Lenders purport to have prepetition liens
on 66% of the capital stock of two of the Debtors' subsidiaries
in Hungary.  He objects to the Lenders' contention and asserts
that a valid pledge with respect to the stock was never
registered.

Accordingly, under its Complaint, the Committee brought charges
against the Lenders pertaining to claims for fraudulent
conveyance, claims for equitable subordination, claims for
deepening insolvency, and claims for avoidance of improperly
filed security interest, among others.

Mr. Dizengoff asserts, among others, that:

   -- the Debtors did not receive reasonably equivalent value for
      the $20 million cash payment and associated fees they paid
      in exchange for the Second Amendment terms;

   -- the Lenders breached their duties to the Debtors by
      proposing the Second Amendment;

Specifically, under the Complaint, the Committee seeks:

   (a) an avoidance of recover certain fraudulently conveyed
       liens on the Debtors' collateral.  The liens refer to
       liens the Lenders untimely perfected outside the UCC
       statutory four-month window;

   (b) equitable subordination of all or some of the Lenders'
       claims;

   (c) a judgment for all damages caused by acts of the Lenders
       that deepened the Debtors' insolvency;

   (d) an avoidance of any purported lien claimed by the Lenders
       on certain properties;

   (e) an avoidance of the Lenders' lien relating to Propex's
       property in Berrien County, Georgia;

   (f) an avoidance of the Lenders' liens with respect to the
       Debtors' environmental permits because the regulations
       that govern the permits provide that it do not convey a
       property interest that can be pledged as collateral;

   (g) a declaratory judgment that:

       * the Lenders' pendency interest should be calculated at
         the non-default rate set forth in the Credit Agreement;

       * the Debtors are entitled to choose between the Adjusted
         LIBOR Rate or Base Rate as defined in the Credit
         Agreement; and

       * the Debtors are entitled to recovery of all overpayments
         of adequate protection payments calculated at the Base
         Rate on principal that is increasing at a compounded 2%
         Default Rate;

   (h) a declaratory judgment that the Lenders do not have any
       security interest in the capital stock of the Hungarian
       subsidiaries; and

   (i) a declaratory judgment that the Lenders have adequate
       protection liens and Section 507(b) "superpriority" claim
       only to the extent they can demonstrate that there has
       been a diminution in value of their prepetition collateral
       during the pendency of the Debtors' Chapter 11 cases, and
       that there has been no diminution in value demonstrated by
       the Lenders as of September 23, 2008.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-
10249).  The Debtors have selected Edward L. Ripley, Esq., Henry
J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  The Official Committee of
Unsecured Creditors have tapped Ira S. Dizengoff, Esq., at Akin
Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel.

The Court extended the exclusive plan filing period of the Debtors
through Oct. 20, 2008, and their exclusive solicitation period
through Dec. 19, 2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of $562,700,000, and total debts of $551,700,000.

(Propex Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


PROPEX INC: Wants to Hire PricewaterhouseCoopers as Accountants
---------------------------------------------------------------
Propex, Inc., and its debtor-affiliates ask the United States Bankruptcy
Court for the Eastern District of Tennessee for authority to employ
PricewaterhouseCoopers LLP as their accountants.

The Debtors have selected PwC because of the company's extensive
experience, knowledge and recognized expertise in tax issues and
other financial matters.  The Debtors believe that PwC is both
well-qualified and uniquely able to represent them in their
Chapter 11 cases and in other matters in an efficient timely
manner.

As the Debtors' accountants, PwC is expected to:

   (a) develop a model to determine the impact of Cancellation of
       Debt Income, which will also include:

       -- considerations regarding the benefit of electing to
          invert attribute reduction; and

       -- assessing and planning regarding proposed exchanges of
          and modifications of debt;

   (b) assess the potential impact of a Section 382 limitation,
       which will also include:

       -- an evaluation of status of creditors as "qualified"
          creditors for purposes of Section 382(1)(5) and a
          consideration of whether Section 382(1)(5) or Section
          382(1)(6) is more advantageous; and

       -- a quantification of net unrealized built-in-gain or
          NUBIG and net unrealized built-in-loss or NUBIL and an
          assessment of the impact flowing from potential
          ownership change;

   (c) develop a model to project future cash taxes;

   (d) provide input and feedback to counsel and the Official
       Committee of Unsecured Creditors' attorneys concerning the
       bankruptcy plan and disclosure statement;  

   (e) plan concerning post-emergence corporate structure; and

   (f) develop a state tax model to identify opportunities to
       preserve tax attributes in key states.

In addition, PwC will conduct an "Earnings and Profits" study.

The Debtors propose to pay PwC for its services at these hourly
rates:

           Professional             Hourly Rate
           ------------             -----------
           Partner                  $600 - $700
           Director                 $400 - $510
           Manager                  $320 - $400
           Sr. Associate            $210 - $265
           Associate                $150 - $180

James D. Callihan, a partner of PricewaterhouseCoopers LLP,
assures the Court that his firm does not hold any interest
adverse to the Debtors or their estates with respect to the
matters for which the firm is retained.

He further informs the Court that his firm was engaged as
independent auditors to audit the consolidated financial
statements of the Debtors for the year ending December 30, 2007.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors have selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  The Official Committee of
Unsecured Creditors have tapped Ira S. Dizengoff, Esq., at Akin
Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel.

The Court extended the exclusive plan filing period of the Debtors
through Oct. 20, 2008, and their exclusive solicitation period
through Dec. 19, 2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of $562,700,000, and total debts of $551,700,000.

(Propex Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


QUECHAN TRIBE: Fitch Junk Rtngs on Inability to Secure $25MM Fund
-----------------------------------------------------------------
Fitch Ratings has downgraded and placed the ratings of The Quechan Tribe
of the Fort Yuma Indian Reservation on Rating Watch Negative:

  -- Issuer Rating to 'CCC' from 'B+';
  -- $110 million Gaming Enterprise revenue bonds series 2008 to
     'CCC+' from 'BB-';

  -- $45 million Governmental Project bonds series 2007
     (Tax-Exempt) to 'CCC' from 'B+'.

Quechan is currently constructing a replacement facility for its current
California casino.  The downgrade and the placement of the ratings on
Watch Negative reflects the inability of the tribe to secure $25 million
in external completion financing to fund the remainder of the $214
million total project cost.  The gaming enterprise bond indenture
requires the tribe to secure $25 million in completion financing for the
project, to be funded either from an external source or by an equity
contribution from the tribe.

Due to adverse market conditions, the tribe has not been able to secure
the financing externally.  As a result, a project fund deficiency is
occurring under the gaming enterprise bond indenture, which has
triggered the occurrence of a project fund funding event.  In order to
cure the project fund funding event, the tribe must either deposit $25
million in the project fund, or must fund the deficiency amount of $25
million in six equal monthly installments of $4.2 million.  The tribe
has elected to begin to fund the deficiency over six months while
continuing to attempt to secure external financing.  The first monthly
installment of $4.2 million was contributed last week using the funds of
the tribal government.

If the project fund deficiency does not continue to be remedied on a
timely basis, there is the potential for disruption of project
construction as distributions from the project fund to the contractor
could be delayed.  In addition, in the event the tribe must continue to
fund the project fund deficiency from cash on hand, Fitch is concerned
the tribe will violate covenants of the governmental project bond
indenture, which requires the maintenance of an unrestricted net asset
balance at the tribal government equal to at least 125% of the principal
amount of long-term indebtedness outstanding that does not have a
security interest in the cash flows of the casino operation.

The unrestricted net asset balance is required to be certified to the
governmental project bond trustee by the tribe within 45 days after the
end of each fiscal quarter.  If this covenant is violated, the tribe
will be required to fund the contingent reserve account in an amount
equal to 100% of the outstanding par amount of the 2007 bonds.

At present, Quechan is meeting its financial commitments in that it is
covering debt service charges from the cash flows of its existing casino
operations and funding the project fund deficiency from cash on hand at
the tribal government.  However, in the event external funding cannot be
secured for the completion financing, the tribe likely will become
unable to meet its financial commitments in that it will not have
sufficient cash on hand to fund both the project fund deficiency and the
contingent reserve account requirement.  Failure to fund the contingent
reserve within 90 days after violation of the unrestricted net asset
test will result in an event of default on both series of bonds, as
cross default provisions exist.

In an event of default, bondholders would have the ability to declare
all outstanding principal immediately due and payable.  If an event of
acceleration were to occur, Fitch believes it is likely that a payment
default would result.

The downgrade of the ratings to the 'CCC' category reflects Fitch's view
that a real possibility of payment default exists at this time.  If the
tribe faces a liquidity crisis due to its inability to secure external
financing to complete the casino project, maintenance of the ratings in
the 'CCC' category may depend upon the ability of the tribe to negotiate
with bondholders to avoid the occurrence of an event of acceleration,
possibly by obtaining covenant waivers.  A downgrade to the 'CC'
category would reflect Fitch's view that a payment default has become
probable.


RADIANT ENERGY: Completes $1MM Settlement with Innovations Norway
-----------------------------------------------------------------
Radiant Energy Corporation completed a settlement agreement with
Innovations Norway regarding an outstanding principal and interest
payment of $1,063,268 or NOK6,357,763 on behalf of its Norwegian
subsidiary, Radiant Aviation Services Europe AS, which was in default on
loans owing to Innovations Norway and for which repayment had been
demanded.

The loans were settled by a payment of $44,318 or NOK265,000
in cash and the issuance of 3,658,987 common shares of the
company. Innovations Norway will also receive the proceeds from
the disposal of the company's deicing facility in Oslo, estimated to be
$167,239 or NOK1,000,000.  The common shares issued as
a result of this agreement are subject to a four-month hold
period expiring Feb. 3, 2009.

Based in Port Colborne, Ontario, Radiant Energy Corp. (TSX: RDT) -
- http://www.radiantenergycorp.com/-- through its wholly owned    
subsidiary Radiant Aviation Services developed and sells the only
infrared alternative to traditional glycol-based aircraft deicing.  
Its fully patented InfraTek(R) systems are approved for use by the
FAA.  Before the introduction of InfraTek, spraying with glycol
was the only feasible method to satisfy FAA safety guidelines for
ensuring that aircraft are properly deiced before take-off.

At April 30, 2008, the company's balance sheet showed total assets
of $3.5 million and total liabilities of $6.0 million resulting in
a total shareholders' deficit of approximately $2.5 million.


RADIANT ENERGY: July 31 Balance Sheet Upside-Down by $3 Million
---------------------------------------------------------------
Radiant Energy Corporation's balance sheet at July 31, 2008,
showed total assets of $1,992,937 and total liabilities of $5,210,793,
resulting in a shareholders' deficit of $3,217,856.

The company disclosed its results for the third quarter and nine-months
ended July 31, 2008.

For the three-month period ended July 31, 2008, the company reported a
loss of $769,758, a reduction of $1,794,832 from a
loss of $2,564,590 reported for the comparable three-month period ended
July 31, 2007, which was impacted by the writeoff of a deicing facility.
The operation is seasonal and there was no revenue in the third
quarter.  

For the nine-month period ended July 31, 2008, the company
reported a loss of $4,590,299, an increase of $396,684 from a
loss of $4,193,615 for the nine-months ended July 31, 2007.
Revenue of $270,760 for the nine-month period was higher than
the prior year period.

Based in Port Colborne, Ontario, Radiant Energy Corp. (TSX: RDT) -
- http://www.radiantenergycorp.com/-- through its wholly owned    
subsidiary Radiant Aviation Services developed and sells the only
infrared alternative to traditional glycol-based aircraft deicing.  
Its fully patented InfraTek(R) systems are approved for use by the
FAA.  Before the introduction of InfraTek, spraying with glycol
was the only feasible method to satisfy FAA safety guidelines for
ensuring that aircraft are properly deiced before take-off.

At April 30, 2008, the company's balance sheet showed total assets
of $3.5 million and total liabilities of $6.0 million resulting in
a total shareholders' deficit of approximately $2.5 million.


RELIANT ENERGY: Retail Biz Losses Prompt S&P to Cut Rating to B+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit rating
on Reliant Energy Inc. and its subsidiaries to 'B+' from 'BB-'.  The
outlook is stable.
     
"The rating revision reflects the one-time impact of large losses in the
retail business and lowered future cash flow expectations resulting from
a changed business strategy for the company's retail business," said
Standard & Poor's credit analyst Swami Venkataraman.
      
"Maintaining adequate liquidity and sustaining confidence with trading
counterparties is a key driver of risk in the near term while the
details of the revamped strategy, risk management policies, and earnings
power for the retail business will be important over the longer term,"
Mr. Venkataraman added.

While the company also lowered its expectations for cash flows from the
wholesale business following sharply lower natural gas prices, this was
less of a factor in S&P's decision.  S&P's 'BB-' rating incorporated
stress scenarios that included lower gas prices.  Reliant did not need
to achieve its original financial forecast to maintain a 'BB-' rating
and there was significant financial cushion there.  However, a likely
negative contribution margin for 2008 from the retail business, as
opposed to the original forecast of about $450 million, a one-third
increase in total funded debt to support ongoing liquidity requirements,
plus expectations for lower profitability, poorer earnings visibility,
and higher liquidity risk for the retail business are key issues driving
the rating downgrade.
     
Reliant's poor performance in the retail business in 2008 is mainly due
to two one-time events--the congestion-related price spikes and
Hurricane Ike.  However, a substantial rethink on the retail strategy is
underway, which will see Reliant move toward lowering collateral
requirements and stabilizing future earnings, albeit at lower levels.
This will likely entail moving away from
longer-term, fixed-price contracts, especially with commercial and
industrial customers, resulting in lower liquidity demand as contracts
are more index-based rather than fixed-price.  While this business model
will result in lower margins, the C&I segment provides only 30% of
margins while accounting for more than 70% of collateral needs.
     
Specifically, Reliant aims to significantly reduce the "bcf-equivalent"
of its retail power positions, which currently stands at about 450 bcfe.
Much of this existing position is expected to roll-off by 2009 and the
change is strategy is expected to result in a lower ongoing bcfe
position, and result in lower liquidity needs.  The new term loan from
Goldman Sachs has covenanted a
level of 280 bcfe after the first two months.
     
Risk management policies are key, especially for a company like Reliant
that does not own generation to support the retail business.  In this
context, while Reliant fundamentally manages to a balanced book for the
retail business, without material long or short positions, and tries to
keep its market exposure to a minimum, such exposures are managed
somewhat unconventionally, through a system consisting purely of
volumetric limits.
     
The stable outlook reflects S&P's assumption that Reliant will
articulate a new business plan for the retail segment that is not
significantly below its rough assessment above and its ability to
sustain confidence with its trading counterparties in the near term.
The company is back to trading the way it used to before December 2006
and has confirmed that it has not so far had problems procuring
day-to-day supply for its retail operations.  Given Reliant's open
wholesale strategy, any rating improvement is contingent upon improving
wholesale prices for power, coupled
with stable retail earnings and absence of large one-time losses such as
those in 2008.  Downside risks in the very near term could arise from a
loss of confidence among trading counterparties. Longer term, a
sustained downturn in merchant power prices or large losses in the
retail business constitute the major downside risks.


RITE AID: Has $549MM Additional Borrowing Capacity Under Revolver
-----------------------------------------------------------------
Rite Aid Corporation disclosed in a Securities and Exchange Commission
filing that as of Aug. 30, 2008, $1.013 billion was outstanding under
the Company's senior secured revolving credit facility, and as of such
date, the Company had additional available borrowing capacity of
approximately $549 million under the revolving credit facility.  

As of Aug. 30, 2008, the Company had lease financing obligations
outstanding of $225.7 million.  The Company had capital expenditures of
approximately $178.5 million and proceeds from sale and leaseback
transactions of approximately $94.1 million in the thirteen weeks ended
Aug. 30, 2008. These capital expenditures included $56.1 million of
integration-related capital expenditures and $25.3 million of
prescription file buys.  

For the 13 weeks ended Aug. 30, 2008, the Company had private label
penetration of 11.6% of front-end sales and generic drug penetration of
66.9% of prescription sales at its Brooks Eckerd stores.

                   About Rite Aid Corporation

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is a drugstore chain         
with more than 5,000 stores in 31 states and the District of
Columbia.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 29, 2008, Moody's
Investors Service downgraded Rite Aid Corporation's long term ratings,
including its probability of default rating, to Caa1 from B3 and
affirmed its speculative grade liquidity rating at SGL-4.  In addition,
Rite Aid's long term ratings were placed on review for further possible
downgrade.  The downgrade to Caa1 reflects Rite Aid's very weak
operating performance for the second quarter ended August 30, 2008 (EBIT
fell to negative $62 million versus positive $29 million in the prior
period) which has
resulted in a weakening in credit metrics.  The review for further
possible downgrade reflects Rite Aid's continued difficulties at
its Eckert subsidiary, management's downward earnings revision, as
well as the high likelihood that EBIT will be unable to cover
interest for the full year ended March 2009 and that many of Rite
Aid's debt protection measures will deteriorate further.  These ratings
are downgraded and placed on review for further possible downgrade:

  -- Corporate family rating to Caa1 from B3;
  -- Probability of default rating to Caa1 from B3;
  -- First-lien bank facilities to B2 from Ba3;
  -- Second-lien secured notes to Caa1 from B3;
  -- Guaranteed senior notes to Caa2 from Caa1;
  -- Senior notes and debentures to Caa3 from Caa2.

This rating is affirmed:

  -- Speculative grade liquidity rating at SGL-4.

The current LGD assessments remain subject to change.


ROBERT PIERSON: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Robert J. Pierson
        5810 Park Lane
        Dallas, Tx 75225

Bankruptcy Case No.: 08-35142

Chapter 11 Petition Date: October 6, 2008

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Eric A. Liepins, Esq.
                  eric@ealpc.com
                  Eric A. Liepins, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591

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/txnb08-35142.pdf


ROY MONROE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Roy Sanford Monroe
        dba Monroe Real Estate, Inc.
        dba Monroe Residential Properties of Maryland, LLC
        8205 Waterside Court
        Fort Washington, MD 20744

Bankruptcy Case No.: 08-22873

Chapter 11 Petition Date: October 6, 2008

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Richard M. McGill, Esq.
                  mcgillrm@aol.com
                  Law Offices of Richard M. McGill
                  P.O. Box 358
                  5303 West Court Drive
                  Upper Marlboro, MD 20773
                  Tel: (301) 627-5222

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Roy Sanford Monroe's chapter 11 petition with list of 20 largest
unsecured creditors is available for free at:

               http://researcharchives.com/t/s?337e


SAFECO CORPORATION: Best Cuts Rtngs, Removes Watch After LMGI Deal
------------------------------------------------------------------
Following the recent acquisition of Safeco Corporation (Seattle, WA) by
Liberty Mutual Group Inc. (Boston, MA), A.M. Best Co. has removed from
under review with negative implications and downgraded the issuer credit
rating to "bbb" from "bbb+" and the existing debt and shelf ratings of
Safeco.  A.M. Best also has removed from under review with negative
implications and downgraded the ICRs to "a" from "a+" of Safeco
Insurance Companies and its members.

Concurrently, A.M. Best has affirmed the financial strength rating of
A(Excellent) of Safeco and its members.  The outlook for all ratings is
stable.  Currently, LMGI's subsidiaries have an FSR of A (Excellent) and
ICRs of "a" with a stable outlook.

The acquired entities will be integrated into the Liberty Insurance
Holdings (Keene, NH) pool over the near term.  LMGI has integrated a
number of similar transactions over the years, and as in the past, A.M.
Best will monitor the progress of this integration going forward.

The FSR of A(Excellent) has been affirmed and the ICRs have been removed
from under review with negative implications and downgraded to "a" from
"a+" for Safeco Insurance Companies and its following members:

  --  American Economy Insurance Company
  --  American States Insurance Company
  --  American States Insurance Company of Texas
  --  American States Lloyds Insurance Company
  --  American States Preferred Insurance Company
  --  First National Insurance Company of America
  --  General Insurance Company of America
  --  Safeco Insurance Company of America
  --  Safeco Insurance Company of Illinois
  --  Safeco Insurance Company of Indiana
  --  Safeco Insurance Company of Oregon
  --  Safeco National Insurance Company
  --  Safeco Lloyds Insurance Company
  --  Safeco Surplus Lines Insurance Company

These debt ratings have been removed from under review with negative
implications and downgraded:

Safeco Corporation:
  --  to "bbb" from "bbb+" on $300 million 4.875% senior unsecured
      notes, due 2010

  --  to "bbb" from "bbb+" on $204.0 million 7.25% senior
      unsecured notes, due 2012

These indicative ratings have been removed from under review with
negative implications and downgraded:

Safeco Corporation:
  --  to "bbb" from "bbb+" on senior unsecured
  --  to "bbb-" from "bbb" on subordinated debt
  --  to "bb+" from "bbb-" on preferred stock


SANTA ANA PUEBLO: Fitch Holds $45MM Revenue Bonds Rating at 'BB+'
-----------------------------------------------------------------
Fitch Ratings has affirmed Santa Ana Pueblo's credit ratings as:

  -- Issuer rating at 'BB';
  -- $45 million enterprise revenue bonds, series 2006, at 'BB+'.

The Rating Outlook is Stable.

Santa Ana's 'BB' issuer rating is supported by its relatively diverse
operating profile within the Fitch-rated Native American universe.
Although the primary economic driver of the Pueblo, and therefore the
primary credit driver, is its casino gaming operation, diversification
is provided by two other enterprises owned by the Pueblo, including a
Hyatt resort property and a golf course operation.  The Albuquerque
gaming market is highly competitive, with five other Native American
gaming entities operating seven properties in the area.  However, the
Santa Ana Star casino occupies an attractive niche position, serving the
Rio Rancho locals market.  Rio Rancho is a northern suburb of
Albuquerque that has enjoyed strong growth in recent years due to the
built out nature of the city.

The Stable Rating Outlook reflects Fitch's expectation that the casino
will continue stable operations despite recent changes in the senior
management team and additional competitive pressure in the Albuquerque
market.  Although the Santa Ana Star has a proven strong position, the
recent opening of casino hotel properties at Isleta and Route 66 could
pressure its market share.  In addition, there is the potential that the
newly opened Buffalo Thunder casino and hotel property, which is located
north of Santa Fe, will have a negative impact on the operations on the
Santa Ana Star casino and Hyatt Tamaya hotel property.

Credit metrics, including leverage and debt service coverage ratios, are
strong relative to other credits in the 'BB' rating category.  However,
the low level of financial risk is offset by business risk inherit in
the somewhat limited operating profile of the entity.  For the fiscal
year ended Sept. 30, 2007, the casino contributed 83.3% of the combined
entity's EBITDA, with the Hyatt resort and golf operation contributed
14.4% and 2.7%, respectively.  While the hotel and golf operation
provide some diversification to the operation's cash flow, it is
anticipated that the casino will continue to be the primary revenue
generator going forward.

For the latest twelve months ended June 30, 2008, the Santa Ana Star
casino captured 15.7% of the Albuquerque market net slot win, up from
14.7% for the prior year period.  Compared to the other five Native
American gaming operators in the region, Santa Ana has historically
ranked fourth in market share behind Sandia, Isleta and Laguna Pueblos.
EBITDA for the combined enterprises for the LTM ended June 30, 2008 rose
4.1% compared to the prior year period.  Operating margins, while
remaining healthy, compressed from 30.6% to 27.6%, primarily due to
increased labor, promotional and marketing costs at the casino
operation.  LTM leverage and debt service coverage ratios were 1.25
times and 5.4x, respectively.

The 2006 enterprise revenue bonds are term bonds maturing in 2015.  The
bonds are subject to mandatory monthly sinking fund payments of
principal in an amount sufficient to fully amortize by maturity,
resulting in a level debt service schedule through maturity.  The
subordinate bank loan is outstanding in the amount of $15 million and
matures in 2024.

A 'BB+' transaction rating is assigned to debt secured by a lien on the
combined gaming, hotel and golf enterprise cash flows.  The transactions
are rated one notch above the issuer rating due to credit enhancement
provided by security covenants included in the legal documents
associated with the transactions.


SEQUOIA COMMUNITY: To Complete Sale to Clinica by October 15
------------------------------------------------------------
Tracy Correa at The Fresno (California) Bee reports that the sale of
Sequoia Community Health Centers to Clinica Sierra Vista would be
completed by Oct. 15.

Clinica Sierra has submitted an offer to acquire Sequoia for
$9.8 million, The Fresno Bee relates.

According to The Fresno Bee, Scott Belden, the attorney for Clinica
Sierra, said that the comopany has reached a tentative repayment plan
with the state.  The plan would ease some of the financial concerns that
threatened to derail the sale of the Sequoia Community, the report says,
citing Mr. Belden.

The Fresno Bee quoted Mr. Belden as saying, "We will repay them an
amount...they assert was overpaid to Sequoia."  According to the report,
Mr. Belden explained that Clinica would repay the state an amount lower
than what the California Department of Health Care Services claims it
overpaid Sequoia Community in Medi-Cal funds.  The report states that
Mr. Belden said that the settlement amount will be revealed until a
final agreement with the state was signed.  Mr. Belden said that
additional any amount that the state believes it is owed would be levied
against Sequoia Community's bankruptcy estate, the reort says.

The Fresno Bee reports that Laurie Primavera -- the court-appointed
patient-care ombudsman, the associate director with the Central Valley
Health Policy Institute at California State University -- submitted a
report that suggested clinic services have remained intact and patients
unharmed.  Two of Sequoia's clinic sites, Easton and West Fresno, have
closed since the bankruptcy filing, although Clinica Sierra retains
licensing and could reopen the clinics, the report says, citing Ms.
Primavera.

According to the report, patients from the two sites have been referred
to other Sequoia Community clinics.  Mr. Primavera also said that
Sequoia Community currently has 52 fewer workers, compared to the time
of the bankruptcy filing in June 2008, due to the uncertainty over the
future of Sequoia Community, the report says.  By year-end, Sequoia
Community would lose a dozen hands-on providers -- from pediatricians
and family practice doctors to nurse practitioners -- the report states,
citing Ms. Primavera.

"The loss of providers poses the greatest inconvenience to patients, but
does not compromise the quality of patient care at this time," and the
increased wait times "are the only notable difference in quality," The
Fresno Bee quoted Ms. Primavera as saying.

Mr. Belden said he expects workers to feel more secure when the sale is
final, The Fresno Bee reports.

                     About Sequoia Community

Fresno, California-based Sequoia Community Health Foundation,
Inc., dba Sequoia Community Health Clinic, runs eight clinics.  
The health care provider filed its chapter 11 petition on
June 24, 2008 (Bankr. E.D. Calif. Case No. 08-13653).  Judge Whitney
Rimel presides over the case.  Riley C. Walter, Esq., at Walter Wilhelm
Law Group, represents the Debtor in its restructuring efforts.  No
Official Committee of Unsecured Creditors has been formed in this case.
The Debtor has assets of between $1 million and $10 million and debts of
between
$1 million and $10 million.


SHERMAN LOOP: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Sherman/ Loop 288 Joint Venture
        8474 Rector Road
        Sanger, TX 76266

Bankruptcy Case No.: 08-42678

Chapter 11 Petition Date: October 6, 2008

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  arthur@arthurungerman.com
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972)239-9055
                  Fax: (972)239-9886

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Sherman/ Loop 288 Joint Venture did not file its list of 20 largest
unsecured creditors.


SIMDAG-ROBEL: Settles Suit Over Use of Trump's Name in Condo
------------------------------------------------------------
James Thorner of St. Petersburg Times reports that Donald Trump and
SimDag-Robel LLC, the developers of the Trump Tower Tampa luxury condo
project, have reached a settlement in a suit over licensing fees for the
right to use Trump's name on the skyscraper.

The mediation left neither side with everything it wanted, SimDag
attorney Jeffrey Warren said, according to the report.  Trump filed the
more than $2 million suit in May 2007.  SimDag launched a countersuit
accusing Mr. Trump of breaching a confidentiality agreement by going
public with his complaints, the report said.

The settlement still needs ratification by a bankruptcy judge.

Christopher Griffin, Esq. at Foley & Lardner represented Trump in the
case.

                        About SimDag-Robel

Tampa, Florida-based SimDag/Robel, LLC, owns and operates a real
estate business.  The Debtor filed its Chapter 11 petition on
June 17, 2008 (Bankr. M.D. Fla. Case No. 08-08804).  Judge K.
Rodney May presides over the case.  Adam L. Alpert, Esq., and
Jeffrey W. Warren, Esq., at Bush Ross, P.A., represent the Debtor
in its restructuring efforts.  The Debtor listed assets of
$21,672,801 and debts of $37,047,540.


SIMPLON BALLPARK: Court OKs $33MM Loan for Cosmopolitan Square
--------------------------------------------------------------
Mike Freeman at The Union-Tribune reports that the Hon. James W. Meyers
of the U.S. Bankruptcy Court for the Southern District of California
granted Simplon Ballpark LLC permission to pursue a
$33 million loan for Cosmopolitan Square, a proposed 39-story
hotel/condo tower in the East Village.

According to The Union-Tribune, Simplon Ballpark is trying to secure the
loan before the full-block site downtown will be put on sale at a
foreclosure auction, which the court didn't postpone.  The report says
that Simplon Ballpark must complete the new loan to fend off its largest
creditor, SDG-Left Field, which had more than $20 million in claims.
Other creditors claimed $19 million in debts, the report states.

The Union-Tribune relates that over the past seven months, Judge Meyers
has delayed foreclosure several times as Simplon Ballpark attempted to
refinance the project.

Simplon Ballpark, says The Union-Tribune, has been working on details of
the loan with National Investors Mortgage of Valley Center.  The
Union-Tribune relates that with credit so tight, the terms of the
proposed bridge loan are severe.  According to the report, the terms
include 12% in upfront points and fees to lenders, which would be
financed from the loan proceeds.  The one-year loan also has a 15%
annual interest rate and personal guarantees from developers should they
default, the report states.

                      About Simplon Ballpark

Headquartered in San Diego, California, Simplon Ballpark, LLC
is a real estate developer.  The company filed for Chapter 11
protection on March 4, 2008 (Bankr. S.D. Calif. Case No.
08-01803).  Hanno T. Powell, Esq. at Powell & Pool represents the
Debtor.  The U.S. Trustee for Region 16 has not appointed creditors to
serve on an Official Committee of Unsecured Creditors.  When it filed
for protection from its creditors, the
company listed assets and debts of both between $100 million and
$500 million.


SIX FLAGS: Restates Options to Pref. Shares Mandatory Redemption
----------------------------------------------------------------
Six Flags Inc. reiterated the alternatives it has to address the Aug.
15, 2009, mandatory redemption of the Preferred Income Equity Redeemable
Shares.  Subject to potential Delaware law restrictions on dividends and
redemptions, these alternatives include a refinancing, exchange or
extension of the PIERS, well as the use of an uncommitted optional term
loan, asset sale proceeds and New Orleans insurance claim proceeds.  The
company continues to have discussions with PIERS holders regarding
potential PIERS restructuring alternatives.

"Many companies are facing challenges in today's volatile
economic climate and Six Flags is no exception," Mark Shapiro, president
and chief executive officer said.  As we move closer
to the redemption date of our preferred stock instruments in
August of next year, uncertainty about the company's ability to
refinance these obligations in light of the overall market conditions
has put negative pressure on our stock.  We believe that our improved
performance and cash flows will be key to repositioning the company for
long-term growth."

The company disclosed that revenues for its third quarter through Aug.
12, 2008, had increased approximately 7.6%, or $23.5 million, over the
prior-year period on fewer park operating days.  The revenue increase
was attributable to attendance growth of 5.1%,
or 407,000, to 8.43 million guests and a 2.4%, or $0.92, increase in
total revenue per capita to $39.55.  However, the company's
full third quarter results will reflect the loss of operating
days compared to the prior-year quarter.  The company expects
to recover lost attendance from those days in the fourth quarter,
including the benefit of a favorable Halloween season calendar with the
holiday falling on a Friday this year compared to a Wednesday in 2007.

The company also disclosed that, as of Sept. 30, 2008, no
amounts were drawn under its $275 million working capital
revolving facility, excluding approximately $28.8 million in letters of
credit.  The company believes that based on amounts available under this
facility, together with available cash, it
has ample liquidity to fund its off-season capital expenditures and
operating expenses for the 2009 season.

The company further disclosed that it is not in compliance with the
continued listing standards of the New York Stock Exchange
because the thirty-day average closing price of the company's common
stock was less than $1.00.  Under applicable NYSE rules,
the company generally has six months to cure the deficiency.
The company's common stock will remain listed on the NYSE in the
interim.  If the trading average does not sufficiently improve,
the company intends to consider all available alternatives, including,
among other things, a reverse stock split.  If the company decides to
cure the deficiency by seeking stockholder approval of a reverse stock
split, it must do so no later than the 2009 annual meeting, which is
scheduled for May 2009.  Failure to be listed on the NYSE does not
constitute a default under any of the company's debt instruments.

                      About Six Flags Inc.

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) --
http://www.sixflags.com/-- is the world's largest regional
theme park company with 21 parks across the United States, Mexico and
Canada.  Founded in 1961, Six Flags has provided world class
entertainment for millions of families with cutting edge, record-
shattering roller coasters and appointment programming with events
like the popular Thursday and Sunday Night Concert Series.  Now 47
years strong, Six Flags is recognized as the preeminent thrill
innovator while reaching to all demographics -- families, teens,
tweens and thrill seekers alike -- with themed attractions based
on the Looney Tunes characters, the Justice League of America,
skateboarding legend Tony Hawk, The Wiggles and Thomas the Tank
Engine.

                            *     *     *

As reported in the Troubled Company Reporter on Sept. 30, 2008,
Moody's Investors Service downgraded Six Flags, Inc.'s Corporate
Family rating to Caa2 from Caa1, the Probability of Default rating
to Caa2 from Caa1 and associated instrument ratings as detailed
below.  The rating actions reflect heightened risk of default
because of the approach of the Aug. 15, 2009 mandatory redemption date
for the $287.5 million Preferred Income Redeemable
Securities and the February 1, 2010 maturity of the remaining
$131 million 8.875% senior unsecured notes.  Moody's does not expect Six
Flags to generate sufficient free cash flow or have sufficient unused
revolver capacity to fund these obligations -- creating reliance on
asset sales or refinancing options.


SKYVIEW PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Skyview Properties, LLC
        2128 Jackson Road
        Griffin, GA 30223  

Bankruptcy Case No.: 08-12919

Chapter 11 Petition Date: October 6, 2008

Court: Northern District of Georgia (Newnan)

Debtor's Counsel: Scott B. Riddle, Esq.
                  sbriddle@mindspring.com
                  Suite 2250 Resurgens Plaza
                  945 East Paces Ferry Road
                  Atlanta, GA 30326
                  Tel: (404) 815-0164
                  Fax: 404-815-0165

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Skyview Properties, LLC did not file its list of 20 largest unsecured
creditors.


SOUTHHILLS PLAZA: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Southhills Plaza, LLC
        2701 W. Sam Houston Parkway N.
        Houston, TX 77043

Bankruptcy Case No.: 08-36398

Chapter 11 Petition Date: October 6, 2008

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtor's Counsel: Edward L Rothberg, Esq.
                  erothberg@wkpz.com
                  Weycer Kaplan Pulaski & Zuber
                  11 Greenway Plaza, Suite 1400
                  Houston, TX 77046
                  Tel: (713) 961-9045
                  Fax: (713) 961-5341

                  Jessica L Hickford, Esq.
                  jhickford@wkpz.com
                  Weycer Kaplan Pulaski Zuber
                  11 Greenway Plaza, Suite 1400
                  Houston, TX 77046
                  Tel: (713) 961-9045

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Southhills Plaza, LLC did not file its list of 20 largest unsecured
creditors.


SPORT LAND: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Sport Land, Inc.
        P.O. Box 1538
        Lolo, MT 59847

Bankruptcy Case No.: 08-61395

Chapter 11 Petition Date: October 6, 2008

Court: District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtor's Counsel: Harold V. Dye, Esq.
                  firm@dyemoelaw.com
                  PO BOX 9198
                  MISSOULA, MT 59807-9198
                  Tel: (406) 542-5205

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

Estimated Debts: $100,000 to $1,000,000

Sport Land, Inc., did not a list of 20 largest unsecured creditors.


STEVE & BARRY'S: Wants Until May 5, 2009 to File Chapter 11 Plan
----------------------------------------------------------------
Steve and Barry's LLC and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York to
extend through and including March 6, 2009, the period within
which they can exclusively file a Chapter 11 plan, and through and
including May 5, 2009, the period within which they may solicit
and obtain acceptances for that plan.

The Debtors assert that they need additional time to develop and
negotiate a plan of liquidation and prepare a disclosure
statement that contains adequate information under Section 1125
of the Bankruptcy Code.

Counsel for the Debtors, Shai Y. Waisman, Esq., at Weil, Gotshal
& Manges LLP, in New York, relates that although the sale of
substantially all of the Debtors' assets to BH S&B Holdings, LLC
closed on August 26, 2008, a number of important actions are
still being, or have yet to be, performed pursuant to the Asset
Purchase Agreement with respect to the Sale.  

"Some of the tasks left to be performed include the
reconciliation of the escrowed purchase price and the analysis
and designation by the Purchaser of unexpired leases and
executory contracts that have not yet been assumed or rejected by
the Debtors," he says.

Mr. Waisman further informs the Court that the Purchaser, who has
until January 31, 2009, to designate leases and contracts, is
still in the process of evaluating and analyzing dozens of the
remaining leases and many of the remaining executory contracts.  
In that light, the Debtors may not be in a position to finalize
which leases and contracts to assume or reject until after the
designation deadline, he says.  He adds that the affected parties
will have 30 days after rejection to file proofs of claim with
respect to executory contracts and unexpired leases the Purchaser
may designate for rejection, so that the Debtors may not be able
to assess the impact of all of the rejection damages claims until
the end of February 2009.

Also, pursuant to the Asset Purchase Agreement, the Purchaser and
the Debtors agreed to conduct an inventory count and adjust the
purchase price based on the results of that count.  The inventory
count has not been completed, and the Debtors cannot formulate a
Chapter 11 plan until the Inventory Adjustment Process is
completed, he explains.

According to Mr. Waisman, the Debtors have likewise not yet
completed the process of quantifying their potential exposure to
administrative, priority, and unsecured claims.  The Debtors have
yet to file a motion for a general claims bar date and an
administrative claims bar date in their cases, he says.

Section 1121(b) of the Bankruptcy Code provides for an initial
period of 120 days after the Petition Date during which a debtor
has the exclusive right to propose a Chapter 11 plan, and 180
days from the Petition Date within which that debtor may solicit
acceptances for that plan.  Where the initial 120 days and 180
days exclusive periods prove to be an unrealistic time frame, the
Court may extend a debtor's exclusive period for cause, Mr.
Waisman reminds Judge Gropper.  He adds that courts may consider
factors as the size and complexity of the debtor's case, the
existence of good-faith progress towards reorganization; the fact
that the debtor is paying its bills as they come due, among
others, in determining whether cause exists to extend that
debtor's Exclusive Periods.

Mr. Waisman points out that the Debtors have made substantial
progress advancing their Chapter 11 cases and maximizing value
for the benefit of their estates and creditors.  "In the less
than three months, the Debtors have commenced these chapter 11
cases and, among other things, negotiated, obtained approval for
and consummated the Sale," he says.  Moreover, since the Petition
Date, the Debtors have worked on a number of tasks necessary for
the administration of the Chapter 11 cases, including:

    -- stabilizing their business operations;

    -- addressing their liquidity needs;

    -- marketing their business and negotiating with
       various parties-in-interest through an arduous auction and
       sale process;

    -- closing the sale of substantially all of their assets
       within two months of the Petition Date;

    -- transitioning their operations to the Purchaser;

    -- preparing schedules of assets and liabilities and
       statements of financial affairs;

    -- addressing numerous issues raised by employees,
       vendors, taxing authorities, utility companies, landlords,
       and other parties-in-interest; and

    -- working with the Office of the U.S. Trustee to provide
       requested financial information and comply with reporting
       requirements under the Bankruptcy Code.

"Indeed, extension of the Exclusive Periods will increase the
likelihood of a greater distribution to the Debtors' stakeholders
by facilitating an orderly, efficient and cost-effective plan
process for the benefit of all creditors," Mr. Waisman avers.  On
the contrary, he says, termination of the Exclusive Periods could
give rise to the threat of multiple plans and a contentious
confirmation process resulting in increased administrative
expenses and consequently diminishing returns to the Debtors'
creditors.  

Mr. Waisman assures the Court that granting the request will not
harm or prejudice creditors or other parties-in-interest in the
Chapter 11 cases.  The Debtors also intend to wind down the
remainder of the estates as soon as practicable, he adds.

In light of the request, the Court will convene a hearing on
October 16, 2008.  Parties-in-interest must file their objections
with the Court by October 13.

                      About Steve & Barry's

Headquartered in Port Washington, New York, Steve and Barry's LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at low
prices for men, women and children.  Founded in 1985, the company
operates 276 anchor and junior anchor shopping center and mall-based
locations throughout the U.S.  The discount clothing chain's
brands include the BITTEN(TM) collection, the first-ever apparel
line created by actress and global fashion icon Sarah Jessica
Parker, and the STARBURY(TM) collection of athletic and lifestyle
apparel and sneakers created with NBA (R) star Stephon Marbury.

Steve & Barry's LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579).  Lori R. Fife, Esq., and Shai Waisman, Esq.,
at Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

On Aug. 22, 2008, the Debtors obtained permission from the Court
to sell substantially all of their assets for $168 million to a
joint venture by Bay Harbour Management and York Capital, BHY S&B
Holdings, LLC.  Under the terms of the purchase agreement,
majority of the Debtors' 276 stores will remain open.

Pursuant to the Purchase Agreement, the Court authorized 51
Debtors to change their corporate names.  Lead Debtor Steve &  
Barry's Manhattan LLC (Case No. 08-12579) has been changed to  
Stone Barn Manhattan LLC.  Parent company Steve & Barry's LLC  
(Case No. 08-12615) is now known as Steel Bolt LLC.

When the Debtors filed for bankruptcy, they listed $693,492,000 in
total assets and $638,086,000 in total debts.


STEVE & BARRY'S: Panel Compels Insiders to Produce Documents
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Steve & Barry's asks
the United States Bankruptcy Court for the Southern District of New York
to direct the production of documents and the examination of (a)
individuals, corporate designees or representatives of the Debtors, and
(b) Steven Shore and Barry Prevor, in both their representative and
individual capacities.

The Creditors Committee also seeks the Court's authority to issue
subpoenas for testimony and the production of documents as it
deems appropriate in its investigation.

The Creditors Committee relates that it has a fiduciary
responsibility to ensure that the Debtors' assets are used in a
manner, which will maximize the recovery for general unsecured
creditors.

According to Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP, in New York, in order for the Creditors Committee to carry
out its duties, it is appropriate and necessary to investigate
all areas, which could increase the recovery to unsecured
creditors, including:

     * the Debtors' October 2006 transaction with TA Associates,
       Inc., pursuant to which Messrs. Shore and Prevor -- the
       Insiders -- received approximately $152,000,000 on account
       of certain notes and a portion of their common equity
       interests in the Debtors;

     * the Insiders' purchase of a junior participation interest
       in the GE Revolver Agreement, entered into by the Debtors,
       on one hand, and General Electric Capital Corporation, as
       agent, letter of credit issuer and lender; National City
       Bank, as letter of credit issuer; National City Business
       Credit, Inc., as co-agent; GE Capital Markets, Inc., as
       lead arranger; and certain other lenders, on the other
       hand, less than one month before the Petition Date.

       The GE Revolver Agreement provided for a revolving credit
       facility in the maximum aggregate of $197,000,000, with a
       sub-limit for letters of credit of $35,000,000.  The
       Insiders purchased the Junior Participation in the
       Revolving Credit Facility in the aggregate of $5,000,000;
       and

     * issues related to the Debtors' accounting methods, systems
       and calculations.

According to the Debtors, as of the Petition Date, the
outstanding principal amount of all loans under the GE Revolver
Agreement was approximately $135,000,000.

Ms. Hershcopf says that questions exist as to whether the TA
Transaction left the Debtors solvent and able to pay their debts
as they became due.

Moreover, the funds provided by the Insiders through the Junior
Participation were provided less than one month before the
Petition Date at the insistence of the Debtors' secured lenders.  
Given the Debtors' financial distress at that time, questions
arise as to the true characterization of the Junior
Participation, Ms. Hershcopf avers.

Furthermore, while the Creditors Committee's due diligence is
only in its initial stages, the financial press has widely
reported potential improprieties relative to the Debtors'
accounting, which must be carefully scrutinized, Ms. Hershcopf
tells the Court.

Included in the sale of substantially all of the Debtors assets
are the Debtors' claims and causes of action against the
Insiders, BDO Seidman LLP, and senior management -- Insider
Claims.  The Creditors Committee has eventually acceded to the
demands of purchaser BH S&B Holdings, LLC, and consented to a
sale of the Insider Claims.

After the Sale was approved, counsel for the Insiders asked the
Creditors Committee to support a "9019 motion," requesting
approval of the sale of the Insider Claims to BH S&B Holdings.  
The Creditors Committee told the Debtors and counsel for the
Insiders that some investigation of the causes of action was
necessary before it could make an informed decision about the
Draft 9019 Motion, according to Ms. Hershcopf.

Counsel for the Insiders indicated that it was amendable to
providing the Creditors Committee with certain documents to
alleviate its concerns about the sale of the Insider Claims.  
However, since the Creditors Committee's counsel sent a document
demand on September 25, 2008, neither the Debtors nor the
Insiders have agreed to fully cooperate in responding to the
document demand, Ms. Hershcopf relates.

The Creditors Committee files this motion, in an abundance of
caution, to ensure that the investigation is not unduly delayed
and to avoid the further passage of time without a reliable and
enforceable order that insures discovery, Ms. Hershcopf explains.

This matter is scheduled to be heard on October 16, 2008.  The
deadline for objections is October 13.

                      About Steve & Barry's

Headquartered in Port Washington, New York, Steve and Barry's LLC
-- http://www.steveandbarrys.com/-- is a national casual apparel
retailer that offers high quality merchandise at low prices for men,
women and children.  Founded in 1985, the company operates 276 anchor
and junior anchor shopping center and mall-based locations throughout
the U.S.  The discount clothing chain's
brands include the BITTEN(TM) collection, the first-ever apparel
line created by actress and global fashion icon Sarah Jessica
Parker, and the STARBURY(TM) collection of athletic and lifestyle
apparel and sneakers created with NBA (R) star Stephon Marbury.

Steve & Barry's LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579).  Lori R. Fife, Esq., and Shai Waisman, Esq.,
at Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

On Aug. 22, 2008, the Debtors obtained permission from the Court
to sell substantially all of their assets for $168 million to a
joint venture by Bay Harbour Management and York Capital, BHY S&B
Holdings, LLC.  Under the terms of the purchase agreement,
majority of the Debtors' 276 stores will remain open.

Pursuant to the Purchase Agreement, the Court authorized 51
Debtors to change their corporate names.  Lead Debtor Steve &  
Barry's Manhattan LLC (Case No. 08-12579) has been changed to  
Stone Barn Manhattan LLC.  Parent company Steve & Barry's LLC  
(Case No. 08-12615) is now known as Steel Bolt LLC.

When the Debtors filed for bankruptcy, they listed $693,492,000 in
total assets and $638,086,000 in total debts.

(Steve & Barry's Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Services Inc. http://bankrupt.com/newsstand/or
215/945-7000)


STEVE & BARRY'S: Court Set January 26 to Remove Civil Actions
-------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of New York
extended deadline of Steve and Barry's LLC and its debtor-affiliates to
file notices of removal of civil actions and proceedings until January
26, 2009, subject to the Debtors' right to seek a further extension.

Headquartered in Port Washington, New York, Steve and Barry's LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at low prices for
men, women and children.  Founded in 1985, the company operates 276
anchor and junior anchor shopping center and mall-based locations
throughout the U.S.  The discount clothing chain's
brands include the BITTEN(TM) collection, the first-ever apparel
line created by actress and global fashion icon Sarah Jessica
Parker, and the STARBURY(TM) collection of athletic and lifestyle
apparel and sneakers created with NBA (R) star Stephon Marbury.

Steve & Barry's LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579).  Lori R. Fife, Esq., and Shai Waisman, Esq.,
at Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

On Aug. 22, 2008, the Debtors obtained permission from the Court
to sell substantially all of their assets for $168 million to a
joint venture by Bay Harbour Management and York Capital, BHY S&B
Holdings, LLC.  Under the terms of the purchase agreement,
majority of the Debtors' 276 stores will remain open.

Pursuant to the Purchase Agreement, the Court authorized 51
Debtors to change their corporate names.  Lead Debtor Steve &  
Barry's Manhattan LLC (Case No. 08-12579) has been changed to  
Stone Barn Manhattan LLC.  Parent company Steve & Barry's LLC  
(Case No. 08-12615) is now known as Steel Bolt LLC.

When the Debtors filed for bankruptcy, they listed $693,492,000 in
total assets and $638,086,000 in total debts.

(Steve & Barry's Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Services Inc. http://bankrupt.com/newsstand/or
215/945-7000)


SUN PRODUCTS: S&P Lifts Ratings After $1.2BB Unilever NA Buyout
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit rating on
Westport, Connecitcut-based The Sun Products Corp. (Formerly Huish
Detergents Inc.) to 'B+' from 'B'.  In addition, S&P raised the
company's senior secured first-lien bank loan rating to 'BB' from 'B+'
and revised its recovery rating to '1' from '2', indicating the
expectation of very high recovery of principal in the event of a payment
default.  S&P also assigned a 'BB' senior secured first-lien bank loan
and '1' recovery rating to the company's $175 million term loan C add-on
facility.  

S&P also raised Sun Products' senior secured second-lien bank loan
rating to 'BB' from 'CCC+' and revised its recovery rating to '1' from
'6'.  In addition, S&P removed the company's ratings from CreditWatch
with positive implications where it placed them on July 29, 2008.  The
outlook is stable.  These actions affect about $1.2 billion of rated
debt.

The ratings upgrade is based on the company's enhanced business risk
profile and material pro forma deleveraging as a result of its
acquisition of Unilever's North American Fabric Care business for $1.45
billion.
     
Sun Products is the second-largest detergent manufacturer in North
America and has leading market positions in private-label and branded
products.  While Procter & Gamble Co. has the leading market position in
the overall category, the company is the leader in the private-label
segment which should continue to perform well in the weak economic
environment.

The outlook is stable.  While pro forma leverage is high for the rating
in the mid-5x area, S&P believes the company's enhanced business risk
profile from the Unilever transaction, as well as its good free cash
flow generation, should result in debt leverage improving to the low-5x
area.  "We would consider a negative outlook if the company faces
operating challenges or demonstrates a more aggressive financial policy
that results in increased debt
leverage from current pro forma levels," noted Standard & Poor's credit
analyst Patrick Jeffrey.  This could result from flat to negative sales
growth and a material decline in EBITDA over the outlook period.

"Although unlikely over the near term, we would consider a positive
outlook if the company reduces debt leverage approaching the low-4x area
and maintains a financial policy consistent with a higher rating," he
continued.


SYNTAX-BRILLIAN: Vivitar's UK and Paris Offices Cease Trading
-------------------------------------------------------------
Vivitar Corp.'s offices in the United Kingdom and France have closed
with the loss of 26 staff, 14 in Leicester and 12 in Paris, as the firm,
known as Vivitar SA France, ceases trading, Chris Cheesman of the
Amateur Photographer Magazine reports.  Amateur Photography Magazine is
a British photography magazine.

According to the report, the firm has gone into administration owing
more than GBP4 million to creditors.

Syntax-Brillian Corporation, which ran into financial difficulties and
filed for bankruptcy under Chapter 11 in Delaware on July 8,   is the
parent company of photographic equipment maker Vivitar Corporation.  The
Vivitar worldwide brandname and associated intellectual property was
recently sold to U.S. consumer electronics firm Sakar Internatinal.

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:BRLC)
-- http://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 to
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 from their creditors, they listed
total assets of $175,714,000 and total debts of $259,389,000.


SYNTAX-BRILLIAN: Plans to Close Industry Distribution Center
------------------------------------------------------------
Syntax-Brillian Corp. plans to close its 100,000-square-foot warehouse
and distribution center and lay off employees, Ryan Carter of the
Pasadena Star-News (California) reported Monday.

The firm was expected to shutter its industry location on
Sept. 15.  But as of Monday, the plant on Business Parkway, in Walnut,
California, was still in operation, with several of its 84 employees
still on the grounds.

Olevia International, which provides the plastic injection molded parts
for Olevia-branded LCD televisions, is reportedly planning to buy
Syntax's assets for $60 million.

"Following a careful review of all of our alternatives,
Syntax-Brillian's management and board of directors - working in close
consultation with outside legal and financial advisors - unanimously
determined that a sale, expedited through the Chapter 11 process,
represents the best long-term for our retail partners, suppliers,
employees and consumers," the company's interim CEO Gregory F. Rayburn
said in a July statement.

The sale, he said, would allow the firm to iron out liquidity issues
over the past year.  Those issues included 30 straight days of the
firm's stock closing below Nasdaq's minimum $1-a-share requirement,
leading to a delisting of its stock from the exchange, according to a
company news release.

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:BRLC)
-- http://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 from their creditors, they listed
total assets of $175,714,000 and total debts of
$259,389,000.


TAMARACK RESORT: Fights Credit Suisse's Foreclosure of Assets
-------------------------------------------------------------
John Miller at Fort Mill (South Carolina) Times reports that Tamarack
Resort CEO Jean-Pierre Boespflug appeared before the U.S. Bankruptcy
Court for the District of Idaho to object Credit Suisse Cayman Islands'
efforts to start foreclosure on the Debtor's ski, golf, and lake resort
in Donnelly.

As reported in the Troubled Company Reporter on Feb. 25, 2008, Mr.
Boespflug said that the bankruptcy filings of VPG Investments Inc. and
Cross Atlantic Real Estate LLC, major stakeholders of Tamarack Resort,
wouldn't interfere with the daily operations of the resort.  VPG
Investments holds a 27% stake and Cross Atlantic has 48% stake in the
resort.  According to Mr. Boespflug, Tamarack Resort failed to secure a
loan from Societe Generale worth
$118 million by Feb. 15, 2008, after the bank suffered a
$7 billion loss related to fraud.  VPG Investments and Cross Atlantic
tried to stave off a foreclosure by Credit Suisse through filing
separate bankruptcy petitions, Miami Herald reports.  VPG Investments
owes $262 million and Cross Atlantic owes an undisclosed amount to
Credit Suisse, both loans are secured by their stakes at Tamarack
Resort.  

Court documents say that Mr. Boespflug will open skiing in December but
won't commit to keeping Tamarack Resort afloat without additional
investors or a new buyer.  According to the documents, Mr. Boespflug has
made more than $11 million in loans -- largely from personal funds -- to
the resort since April.  Tamarack Resort posted a loss of $28.9 million
through early August.  Fort Mill Times relates that Mr. Boespflug
wouldn't promise to keep the money flowing unless negotiations with a
buyer or investor are successful.

Fort Mill Times quoted Mr. Boespflug as saying, "As the conversation
with the buyers are positive, which they are now, we anticipate to fund.
We are predicting a positive outcome to this conversation by the end of
October and if not, we are prepared to underwrite funding until after
Christmas."

Fort Mill Times reports that Mr. Boespflug is trying to convince the
Court that he's still capable of finding new investors, but several
efforts have failed, including a proposed $118 million construction loan
from French bank Societe Generale that collapsed this year.

According to Fort Mill Times, construction on Tamarack Resort's Village
Plaza centerpiece is at a standstill.  At least
$56 million is needed to complete Village Plaza, the report says, citing
Mr. Boespflug.

                       About Credit Suisse

Credit Suisse -- http://www.credit-suisse.com/-- provides its   
clients with investment banking, private banking and asset
management services worldwide.  Credit Suisse offers advisory
services, comprehensive solutions and innovative products to
companies, institutional clients and high-net-worth private
clients globally, as well as retail clients in Switzerland.  
Credit Suisse is active in over 50 countries and employs
approximately 40,000 people.  Credit Suisse's parent company,
Credit Suisse Group, is a leading global financial services
company headquartered in Zurich.  Credit Suisse Group's registered
shares are listed in Switzerland and, in the form of American
Depositary Shares, in New York.

                       About Cross Atlantic

Tamarack, Idaho-based Cross Atlantic Real Estate LLC owns 48%
stake in and manages ski resort and land developer, Tamarack
Resorts LLC.  It filed for chapter 11 protection on Feb. 15, 2008
(Bankr. D. Idaho Case No. 08-00249).  Thomas James Angstman, Esq.,
represents the Debtor in its restructuring efforts.  It disclosed
total assets of $44,190,000 and total debts of $0 when it filed
for bankruptcy.  Jean-Pierre Boespflug owns Cross Atlantic Real
Estate.

                      About VPG Investments

Beverly Hills, California-based VPG Investments Inc. owns 27% of
Tamarach Resorts LLC.  It filed for chapter 11 protection on
Feb. 15, 2008 (Bankr. D. Idaho Case No. 08-00253).  Joseph M.
Meier, Esq., at Cosho Humphrey LLP serves as the Debtor's counsel.  
It listed assets of $29,214,653 and debts of $301,407,518 when it
filed for bankruptcy.   Alfredo Miguel Afif, a Mexican
businessman, owns VP Investments.

                      About Tamarack Resort

Tamarack Resort LLC -- http://www.tamarackidaho.com/-- is the   
first all-season resort to open in the U.S. in 24 years and has
received national attention for its world-class mountain for
skiing, hiking and mountain biking; Osprey Meadows, a Robert Trent
Jones, Jr., signature golf course; and beautiful Lake Cascade,
suitable for swimming, sailing, fishing, sea kayaking, and
boating.  A key element of the Tamarack community is The Club at
Tamarack for homeowners, their families and guests.   Nestled in
Idaho's Payette River Mountains, Tamarack is a luxury boutique
resort with a variety of lodging options all within walking
distance of the four-season amenities.  It opened in 2004 after
Alfredo Miguel Afif and Jean-Pierre Boespflug took over a
controversial and long-stalled ski resort project.


TCGC LLC: Court Lets Hobart Enforce Restrictive Covenants
---------------------------------------------------------
Malavika Jagannathan at Greenbaypressgazette.com reports that the Hon.
William Griesbach of the U.S. District Court for
the Eastern District of Wisconsin granted the village of Hobart
permission to enforce a number of restrictive covenants on TCGC LLC's
Thornberry Creek Golf Course.

Greenbaypressgazette.com relates that the restictive covenants indicate
that a buyer must keep the property a golf course, continue to pay taxes
on the property, or receive written consent from the village if they
plan to take the property off the tax rolls.

According to Greenbaypressgazette.com, the Court's ruling made the
Oneida Tribe of Indians re-evaluate its intention to purchase the golf
course for $12 million.  The report says that the tribe disclosed in
June its intention to acquire the property.  The tribe wanted to buy the
property without any covenants attached to it, the report states.

Greenbaypressgazette.com states that the price for the golf course would
drop below $10 million if the covenants remained and the property would
go to auction.

The Oneida Tribe's chairperson Rick Hill said that the tribe was still
interested to see the golf course operate but would "assess the impacts
of moving forward," Greenbaypressgazette.com relates.

Greenbaypressgazette.com reports that Judge Griesbach said that the
covenants are conditions on the terms of the sale to the buyer.
According to the report, Judge Griesbach stated, "The covenant is no
more a restriction...than any other conditions (such as price or
quality) that might influence any other potential buyer's decision."

                         About TGCC, LLC

TGCC, LLC -- http://www.thornberrycreekcc.net/-- owns and   
operates the Thornberry Creek Golf Course.  The company filed for
voluntary Chapter 11 bankruptcy protection in the Eastern District of
Wisconsin on July 16, 2007.  Paul G. Swanson, Esq., at Steinhilber
Swanson Mares Marone & McDermott, represents the
Debtor in its restructuring efforts.  When it filed for bankruptcy, the
Debtor listed $17,792,813 in assets and
$16,879,672 in liabilities.


TOWERS OF CHANNELSIDE: Emerges from Chapter 11 Bankruptcy
---------------------------------------------------------
The Towers of Channelside LLC emerged from Chapter 11 bankruptcy
protection on Wednesday evening, with a new plan to pay back creditors
over a five-year period, Michael Hinman of the Tampa Bay Business
Journal, reports.

As reported in the Troubled Company Reporter on Oct. 3, 2008,
the Hon. K. Rodney May of the United States Bankruptcy Court for
the Middle District of Florida confirmed a second amended Chapter
11 plan of reorganization which was filed by company on Aug. 29, 2008.

"We're officially out," said Richard Sacchi, one of the development
partners for the project that was completed last year.

Based in Plant City, Florida, the Towers of Channelside, LLC
-- http://www.towersatchannelside.com/-- operates a 29-story
twin         
tower condominium overlooking the Tampa Bay area.  The developer
filed for Chapter 11 protection on Jan. 25, 2008 (Bankr. M.D. Fla.
Case No. 08-00939).  Edward J. Peterson, III, Esq. and Harley E.
Riedel, Esq., at Stichter Riedel Blain & Prosser P.A., represented
the Debtor in its restructuring efforts.  The Official Committee
of Unsecured Creditors appointed in this bankruptcy case selected Forizs
& Dogali, P.L. as its counsel.  As reported in the Troubled Company
Reporter on March 4, 2008, the Debtor's schedules showed total assets of
$109,783,667 and total debts of $94,258,253.


TRICOM SA: Court to Plane Hold Status Conference on October 16
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of New York
will convene on October 16, 2008, a status conference
to consider issues related to confirmation of Tricom, S.A., and its
debtor-affiliates' Prepackaged Chapter 11 Plan of Reorganization.

During the September 11, 2008 omnibus hearing in the Debtors'
Chapter 11 cases, Larren Nashelsky, Esq., at Morrison & Foerster,
LLP, in New York, updated Judge Stuart Bernstein on the developments of
the Debtors' cases.

Mr. Nashelsky related that 122 claims have been filed as of the
July 8, 2008 Claims Bar Date.  The claims are composed of:

   -- 73 filed by parties who are parties to the Plan Support
      Agreement;

   -- three filed by General Electric Credit Corporation as
      secured creditor;

   -- 15 filed by trade creditors seeking amounts ranging from
      $3 to $150,000, which the Debtors believe have been paid or
      in the process of working with those trade creditors

   -- five filed by taxing authorities, which the Debtors believe
      have been resolved;

   -- seven filed by directors and officers seeking indemnity;

   -- six filed by the liquidators of Bancredit Cayman,
      Bancredito Panama and Banco de Leon;

   -- two were filed by the bankruptcy trustee of an entity
      called The Silicon, who had a preference litigation with
      Tricom in their bankruptcy case pending in Arizona;

   -- three shareholder claims; and

   -- about eight miscellaneous claims.

Mr. Nashelsky stated that the Debtors believed the only
significant claims that need to be resolved or dealt with are the
claims of Bancredit Cayman, Bancredito Panama and Banco de Leon.

Following the Court's summary judgment decision, Mr. Nashelsky
related that the Debtors reached out to the two main creditors,
the Ad Hoc Committee and the Affiliated Creditors, and the two
liquidators, Bancredit Cayman and Bancredito Panama to discuss a
possible resolution of their claims.  There have been follow-up
in-person meetings and telephone discussions between the parties
in various combinations; everybody, different groups together,
talking, he said.  There have been in-person meetings in New York
and Miami in an attempt to resolve those claims, and those
discussions are ongoing.

While there's currently no settlement agreed to by the parties,
the Debtor believes that the discussions are important and are
actually going very well; and is pushing the parties to continue
to talk, Mr. Nashelsky told the Court.  The Debtors, he said,
believe the parties have all met in good faith and everybody has
been very serious about the discussions and are working hard to
see if a settlement is possible.

The Debtors, Mr. Nashelsky further related, have about $13
million in cash as of the end of August.  Major disbursements
during the first six months of the Debtors' cases have been the
Court-approved repayment of the Banco Progresso loan, interest to
Credit Suisse and GECC, the two other major secured creditors,
and the professional fees.  The rest of the disbursements are due
in every course variety, capital expenditures and operation of
the business.  There is about $5 million in accrued and unpaid
professional fees; $2 million of which are the Debtors'
professionals; and about $3 million of which are the fees and
expenses of the advisors to parties of the PSA, which requires
the Debtors to pay the fees and expenses of the advisors to the
Ad Hoc Committee and Affiliated Creditors.

Mr. Nashelsky admitted that the Debtors believed that their
bankruptcy cases would be relatively short cases, and did not go
to assume the PSA right off the bat hoping the bankruptcy cases
moved quickly.  The PSA parties have now requested the Debtors to
put forth a motion to the PSA to pay up to 80% of the PSA fees.

Mr. Nashelsky said the drain of the Debtors' bankruptcy cases is
wearing on the Debtors' liquidity.  In light of this, he said,
the Debtors believe they need to have a confirmation by about the
end of November.  The Debtors, he added, are in discussions with
their two largest creditors, and is on the process of commencing
discussions with Banco de Leon, their third largest creditor.

Banco de leon's counsel, John Howard Drucker, Esq., at Cole,
Schotz, Meisel, Forman & Leonard, P.A., in New York, during the
hearing, informed Judge Bernstein that Banco de Leon has been
excluded from the discussions between the Debtors and Bancredit
Cayman and Bancredito Panama, but that he was happy that Banco de
Leon will be included in the discussions.  Banco de Leon, Mr.
Nashelsky said, is successor to Bancredito Dominican Republic.

                       About Tricom S.A.

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit
telecommunications signals between Central America, the
Caribbean, the United States and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of US$327,600,000 and total debts of US$764,600,000.

As of June 30, 2008, Tricom had US$316,325,466 in assets and
US$771,970,349 in liabilities.

(Tricom Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)  


TRIESTE INVESTMENTS: Case Summary & Nine Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Trieste Investments, LLLP
        7835 E. Redfield Road, Suite 102
        Scottsdale, AZ 85260

Bankruptcy Case No.: 08-13674

Chapter 11 Petition Date: October 6, 2008

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Franklin D. Dodge, Esq.
                  tdodge@rwrplc.com
                  Ryan Rapp & Underwood, P.L.C.
                  3101 N. Central Avenue #1500
                  Phoenix, AZ 85012
                  Tel: (602) 280-1000
                  Fax: (602) 728-0422

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

Debtor's Nine Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
North Forth Worth              loan                  $4,843,028
Management
7835 E. Redfield
Road, Suite 102

Greenplex Investments LLC      loan                  $3,596,546
7835 E. Redfield
Road, Suite 102
Scottsdale, AZ 85260
Tel: (480) 991-2288

Liberty County Tax Office      real estate taxes     $14,732
PO Box 10288
Libert, TX 77575

Gordon, Arata, McCollam        legal fees            $3,093
Duplants & Eagan, LLP          

Tina Hart                      note payable          $3,000

Womack McClish Wall &
Foster PC

Todd Russo                     note payable          $2,000

Burch & Cracciolo              legal fees            $500

Verizon Wireless               data plan             $92


USA BABY: Has Until Oct. 8 to Respond to Creditors' Ch. 11 Filing
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern
division, has given USA Baby, Inc. until Oct. 8 to respond to the
involuntary Chapter 11 bankruptcy petition filed by Wallis Kraham of
Binghamton, N.Y., Jack B. Whisler of Arlington Heights, Ill., and Leslie
Ruess of San Diego, Kids Today reports.  Kids Today is a news magazine
for the infant and juvenile industry.

The petitioning creditors are claiming breach of subscription agreement
and seeking a combined total of $122,875.

Based in Lombard, Illinois, USA Baby Inc. sells infant & children's
furniture.  On Sept. 5, 2008, three creditors, Wallis Kraham of
Binghamton, N.Y., Jack B. Whisler of Arlington Heights, Ill., and Leslie
Ruess of San Diego, filed an involuntary petition under Chapter 11
against the company (Bankr. N.D. Ill. Case No. 08-23564).  Abraham
Brustein, Esq., at Dimonte & Lizak, LLC, represents Wallis Kraham, one
of the petitioning creditors.  When the creditors filed an involuntary
Chapter 11 petition against the Debtor, they listed total claims of
$122,875.


USA SPRINGS: No Auction for Bottled-Water Facility, Report Says
---------------------------------------------------------------
John Quinn of Fosters (N.H.) Daily Democrat reports
that a Sept. 29 scheduled auction of USA Spring Inc.'s unfinished
bottled-water facility did not push through.  James St. James
Auctioneers continued to post on its Web site --
http://www.jsjauctions.com-- that the auction is ongoing even as late
as an hour before the scheduled time, Mr. Quinn said.

According to the report, James St. James Auctioneers referred inquiries
about the proceedings to the business or the courts.

An earlier June 30 sale of the company's property, buildings and
equipment was postponed after USA Springs filed for Chapter 11
bankruptcy on June 27.  The property, buildings and equipment, are
estimated to be valued at $8.4 million overall, according to the legal
foreclosure notice originally printed on June 9, the report said.

There are no scheduled hearings in the USA Springs case, according to
case managers at the U.S. Bankruptcy Court in Manchester, the report
said.

USA Springs has $335.17 in its checking account, but the business and
real estate is worth more than $127 million, the report said, citing
bankruptcy papers filed in court.

Based in Nottingham, New Hampshire, USA Springs Inc. filed for
Chapter 11 bankruptcy protection on June 27, 2008 (D. N.H. Case
No. 08-11816).  Armand M. Hyatt, Esq., at Hyatt & Flynn, PLLC, and
Earl D. Munroe, Esq., at Muroe & Chew, represent the Debtor in its
restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed in the case.   The Committee's
counsel is Terrie Harman, Esq., at Harman Law Offices.  In its
schedules, the Debtor disclosed $127,000,335 in assets and
$13,913,901 in liabilities.


VALLAMBROSA HOLDINGS: Has Until October 23 to File Chapter 11 Plan
------------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of Georgia
extended the exclusive periods of Vallambrosa Holdings LLC and its
debtor-affiliate, Jewett W. Tucker, Jr. to:

  a) file a Chapter 11 plan until Oct. 23, 2008, and

  b) solicit acceptances of that plan until Dec. 22, 2008.

John K. Rezac, Esq., at Chamberlain, Hrdlicka, White, Williams & Martin
in Atlanta, Georgia, told the Court that the Debtors were unable to
complete a Chapter 11 plan and disclosure statement before their initial
exclusive right to file a plan expired on Oct. 3, 2008, citing Mr.
Tucker's health condition.

Mr. Rezac related that Mr. Tucker was diagnosed with Crohn's disease and
an upper respiratory illness earlier this year.  Mr. Tucker has
congestive heart failure and a leaking aortic valve, Mr. Rezac noted.

Headquartered in Colbert, Georgia, Vallambrosa Holdings, LLC fka
Vallambrosa Development Co., LLC, and its affiliate, Jewett W. Tucker,
Jr., filed for Chapter 11 protection on May 6, 2008
(Bankr. S.D. Ga. Lead Case No. 08-40791).  James L. Drake, Jr., Esq.,
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.


VONAGE HOLDINGS: Revises Terms for $215MM Private Debt Financing
----------------------------------------------------------------
Vonage Holdings Corp. revised the terms for its proposed debt financing
with Silver Point Finance, LLC.

The Company previously announced the terms and conditions for up to $215
million in private debt financing consisting of:

   -- a $95.0 million senior secured first lien credit facility;
      and

   -- the sale of $90.0 million of convertible secured second
      lien notes due 2015.

The proposed debt financing also contemplated assembling a syndicate of
other lenders to provide up to $30 million of an incremental senior
secured first lien credit facility.

Vonage's management and board of directors, along with Silver Point have
determined that it was in the best interest of all parties to further
negotiate the terms of the contemplated financing.  As a result,
management and the board agreed that the new structure better meets the
needs of the Company and the lenders.  The private debt financing led by
Silver Point is now expected to consist of:

   -- a $130.3 million senior secured first lien credit facility;

   -- a $72 million senior secured second lien credit facility;
      and

   -- the sale of $18 million of convertible secured third lien
      notes due 2015 with an initial conversion price of
      approximately $0.29 per share of common stock.

Some of the other terms of the financing have changed, including the
interest rates under the facilities and the convertible notes.

The availability of the Silver Point financing continues to be subject
to the negotiation and execution of definitive documentation. Once
documentation is signed, closing for the full $220.3 million financing
is expected to occur in November of 2008.

The Company intends to use the net proceeds from the financing, plus
cash on hand, to repurchase its existing convertible notes in a tender
offer that the Company commenced on July 30, 2008. The existing
convertible notes can be put to the Company on December 16, 2008, and
have a principal amount outstanding of approximately $253 million.

John Rego, the Company's Chief Financial Officer, said, "We continue to
work diligently to complete the refinancing of our convertible notes and
are encouraged by our progress to date. We believe the updated structure
we are announcing today will provide the necessary funding to operate
our business for the foreseeable future."

                    About Vonage Holdings Corp.

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband             
telephone services with nearly 2.6 million subscriber lines.  The
company's Residential Premium Unlimited and Small Business  
Unlimited calling plans offer consumers unlimited local and long
distance calling, and features like call waiting, call forwarding
and voicemail  for a flat monthly rate.  Vonage's service is sold
on the web and through national retailers including Best Buy,
Circuit City, Wal-Mart Stores Inc. and Target and is available to
customers in the U.S., Canada and the United Kingdom.

                        Going Concern Doubt

BDO Seidman, LLP, in Woodbridge, New Jersey, raised substantial
doubt as to Vonage Holdings Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.

Vonage Holdings's balance sheet at June 30, 2008, showed
$466.1 million in total assets and $551.9 million in total
liabilities, resulting in an $85.8 million stockholders' deficit.


WACHOVIA CORP: Citigroup & Wells Suit Standstill Ends Today
-----------------------------------------------------------
Wachovia Corporation agreed with Citigroup Inc. and Wells Fargo & Co. to
a standstill of all formal litigation activity effective immediately.
The standstill agreement will terminate at noon on Oct. 8, 2008, unless
extended.

Wachovia, Citigroup, and Wells Fargo, in consultation with the Federal
Reserve, agreed to cease any formal discovery activities, and cooperate
in good faith to agree among themselves to secure orders necessary in
all applicable cases in all jurisdictions tolling any schedules for the
filing of litigation papers or court appearances or any other formal
litigation deadlines, with the goal of preserving the status quo during
the litigation standstill period.

Citigroup said it filed a complaint in the Supreme Court of the State of
New York against Wachovia, Wells Fargo, and the directors of the two
companies on Oct. 4, seeking more than $20 billion in compensatory
damages and more than $40 billion in punitive damages from Wells Fargo
for tortious interference with Citigroup's contract with Wachovia.  

On Sept. 29, Citigroup and Wachovia disclosed an agreement-in principle
for Citigroup to acquire all of the banking subsidiaries of Wachovia.
At the time the Wachovia-Wells Fargo transaction was announced,
Citigroup was finalizing the agreements required to consummate its
FDIC-assisted open bank transaction with Wachovia.  Citigroup said, "The
Citi-Wachovia transaction would have been signed and announced on
Friday, October 3rd if it had not been subverted by the unlawful conduct
of Wachovia, Wells Fargo, and their officers and directors and outside
advisors."

Citigroup is seeking relief from Wachovia for its bad faith breach of
that contract.  

As reported in the Troubled Company Reporter on Oct. 6, 2008, the Hon.
Charles Ramos of the Supreme Court of the State of New
York granted Citigroup an emergency injunctive relief
extending the company's Exclusivity Agreement with Wachovia until
further order of the court.  This relief was granted over
the objection of Wachovia.

"The appellate court has entered an order vacating Judge Ramos's order
of [Oct. 5]," Wells Fargo said.  

The Wall Street Journal reports that talks to resolve the dispute are
ongoing.  Citigroup will most likely acquire branches from Wachovia in
the Northeast and mid-Atlantic region, while sources said that Wells
Fargo would get Wachovia branches in the Southeast and California as
well as the asset-management and brokerage arms, sending the bulk of
Wachovia's balance sheet to Wells Fargo, WSJ states.

Sources told WSJ that Citigroup, aiming for a bigger share of Wachovia's
deposits, is seeking partners to join its bid for the bank.  According
to the report, the sources said that a quick resolution on the dispute
appears increasingly unlikely.  The report states that Citigroup and
Wells Fargo want the greatest-possible share of Wachovia's $448 billion
in low-cost deposits and the bank's assets, many of which are in the
form of troubled real-estate loans.  

                       About Citigroup Inc.

Headquartered on New York City, Citigroup Inc., a.k.a. Citi (NYSE: C) --
http://www.citigroup.com/citigroup/-- a leading global financial
services company, has some 200 million customer accounts and does
business in more than 100 countries, providing consumers, corporations,
governments and institutions with a broad range of financial products
and services, including consumer banking and credit, corporate and
investment banking, securities brokerage, and wealth management.  The
company's major brand names include Citibank, CitiFinancial, Primerica,
Smith Barney, Banamex, and Nikko.

                       About Wells Fargo

Wells Fargo & Company -- http://wellsfargo.com-- is a diversified
financial services company with $609 billion in assets, providing
banking, insurance, investments, mortgage and consumer finance through
almost 6,000 stores and the internet across North America and elsewhere
internationally.

                  About Wachovia Corporation

Based in Charlotte, North Carolina, Wachovia Corporation (NYSE:WB) --
http://www.wachovia.com/-- is one of the nation's diversified financial
services companies, with assets of $812.4 billion at June 30, 2008.
Wachovia provides a broad range of retail banking and brokerage, asset
and wealth management, and corporate and investment banking products and
services to customers through 3,300 retail financial centers in 21
states from Connecticut to Florida and west to Texas and California, and
nationwide retail brokerage, mortgage lending and auto finance
businesses.  Clients are served in selected corporate and institutional
sectors and through more than 40 international offices.  Its retail
brokerage operations under the Wachovia Securities brand name manage
more than $1.1 trillion in client assets through 18,600 registered
representatives in 1,500 offices nationwide.  Online banking is
available at wachovia.com; online brokerage products and services at
wachoviasec.com; and investment products and services at
evergreeninvestments.com.

Wachovia is exposed to large mortgage losses as a result of its
2006 purchase of mortgage lender Golden West Financial Corp.,
according to The Wall Street Journal.  The company, WSJ stated,
now believes total losses for Golden West's payment option loan
portfolio could eventually reach 12%, up from previous forecasts.

Wachovia has lowered its second-quarter results to account for a
possible legal settlement.  Wachovia said its second-quarter net loss
will be $9.11 billion instead of $8.86 billion.  It has disclosed a $500
million pretax increase to legal reserves.
Wachovia has also disclosed plans to lay off 6,950 people to
reduce expenses.  

As reported in the Troubled Company Reporter on Oct. 2, 2008,
Moody's Investors Service lowered Wachovia Corporation's preferred stock
rating to Ba3 from A3 and placed it under review with direction
uncertain.  

As reported in the Troubled Company Reporter on Oct. 1, 2008,
Standard & Poor's Ratings Services placed all its ratings on
Wachovia Corp. and Wachovia Bank on CreditWatch with negative
implications.  S&P also lowered its DRD Series J and K
and convertible preferred stock Series L ratings on Wachovia
Corporation to 'BB' from 'A-', as these securities will not be
acquired and will continue to reside with the new Wachovia.


WACHOVIA CORP: Fitch Lifts Issuer Default Rtng to 'A+' from 'BB-'
-----------------------------------------------------------------
Wells Fargo & Company's definitive agreement to acquire Wachovia
Corporation and subsidiaries is a vastly improved deal for bondholders
(from the Citigroup deal) that more than doubles WFC's balance sheet and
branch network and offers WFC the opportunity to transform itself into a
coast to coast banking operation, according to Fitch Ratings, which has
affirmed WFC's Issuer Default Rating at 'AA' on the announcement.

Separately, Fitch has upgraded Wachovia's IDR to 'A+' from 'BB-' and
placed it on Rating Watch Positive, along with the 'A+' senior debt of
Wachovia and subsidiaries.

While not immune from the pressures on consumer and residential real
estate loans, WFC has fared relatively better than many others operating
in this space.  Additionally, while every merger has integration risks,
WFC's track record with large acquisitions has been excellent, which
bodes well for its whole company transaction of Wachovia.

Fitch's upgrade of Wachovia's ratings reflects the reduced uncertainty
regarding the creditworthiness of the Wachovia holding company post
closing.  In the transaction with Citigroup, the holding company was to
remain independent.  Fitch had taken numerous actions on Wachovia's
ratings following the previously announced deal with Citigroup.  The
Positive Rating Watch reflects Fitch's expectation that Wachovia's
ratings will be aligned with those of WFC's at closing.

Wells Fargo will offer in a fixed exchange ratio 0.1991 Wells Fargo
shares for each Wachovia share, valuing Wachovia Corporation at
approximately $15.1 billion.  Wells Fargo plans to raise up to $20
billion in equity which is expected to be mostly in the form of common
stock.  However, due to the size of the transaction WFC's capital levels
will fall below current levels.  Through previous preferred issuances,
WFC had been building its capital levels in anticipation of acquisition
opportunities.  WFC's historically strong earnings and equity generation
rates should enable the combined company to rebuild capital over time.

The transaction is expected to close on or before Dec. 31, 2008 and is
subject to approval by Wachovia shareholders and regulators.  While
regulators have yet to opine on this transaction, Fitch does not
currently see any reason why this transaction would not receive
regulatory approval.

WFC expects to record $10 billion in merger and integration charges and
expects to record $5 billion annual expense reduction through synergies.

Fitch has affirmed these ratings:

Wells Fargo & Co.
  -- Long-term IDR at 'AA';
  -- Senior debt at 'AA';
  -- Short-term IDR at 'F1+';
  -- Short-term debt at 'F1+'.
  -- Subordinated debt at 'AA-';
  -- Preferred at 'AA-';
  -- Individual at 'A/B';
  -- Support at '5';
  -- Support Floor at 'NF'.

Wells Fargo Bank, NA
  -- Long-term IDR at 'AA';
  -- Long-term deposits at 'AA+';
  -- Short-term IDR at 'F1+';
  -- Short-term deposits at 'F1+';
  -- Short-term debt at 'F1+'.
  -- Subordinated debt at 'AA-';
  -- Individual at 'A/B';
  -- Support at '2';
  -- Support Floor at 'BBB-'.

Wells Fargo Bank Northwest, NA
  -- Long-term IDR at 'AA';
  -- Long-term deposits at 'AA+';
  -- Senior debt at 'AA'.
  -- Short-term IDR at 'F1+';
  -- Short-term deposits at 'F1+';
  -- Individual at 'A/B';
  -- Support at '2';
  -- Support Floor at 'BBB-'.

Wells Fargo Financial, Inc.
  -- Long-term IDR at 'AA';
  -- Senior debt at 'AA'.

Wells Fargo Capital II
Wells Fargo Capital Trust IV, VII, VIII, X, XI, XIV
InterWest Capital Trust I
  -- Preferred at 'AA-'.

Wells Fargo Financial Canada Corp.
  -- Long-term IDR at 'AA';
  -- Short-term IDR at 'F1+';
  -- Senior debt at 'AA';
  -- Short-term debt at 'F1+'.

WFC Holdings Corp.
  -- Subordinated debt at 'AA-'.

Greater Bay Bank, NA
  -- Individual Rating at 'A/B';
  -- Long-term IDR at 'AA';
  -- Short-term IDR at 'F1+';
  -- Support at '2';
  -- Support Floor at 'BBB-';
  -- Long-term deposits at 'AA+';
  -- Short-term deposits at 'F1+'.

Greater Bay Bancorp, Inc.
  -- Senior debt at 'AA'.

Fitch has also taken these rating actions on Wachovia and subsidiaries:

Wachovia Corporation
  -- Long-term IDR upgraded to 'A+' from 'BB-' and placed on
     Rating Watch Positive;

  -- Short-term IDR upgraded to 'F2' from 'B' and placed on Rating
     Watch Positive;

  -- Short-term debt upgraded to 'F2' from 'B' and placed on
     Rating Watch Positive;

  -- Senior long-term debt, rated 'A+', placed on Rating Watch
     Positive;

  -- Subordinated debt, rated 'A', placed on Rating Watch
     Positive;

  -- Preferred stock upgraded to 'A-' from 'B+' from and placed on
     Rating Watch Positive;

  -- Individual upgraded to 'C' from 'D' and placed on Rating
     Watch Positive;

  -- Support remains at '5';
  -- Support Floor remains at 'NF'.

Wachovia Bank, NA
  -- Long-term IDR, rated 'A+', placed on Rating Watch Positive;
  -- Short-term IDR affirmed at 'F1+' and removed from Rating
     Watch Negative;

  -- Short-term deposits affirmed at 'F1+' and removed from Rating
     Watch Negative;

  -- Long-term deposits, rated 'AA-', placed on Rating Watch
     Positive;

  -- Senior long-term debt, rated 'A+', placed on Rating Watch
     Positive;

  -- Subordinated debt, rated 'A', placed on Rating Watch
     Positive;

  -- Individual, rated 'B', placed on Rating Watch Positive;
  -- Support remains at '2';
  -- Support Floor remains at 'BBB-'.

Wachovia Bank of Delaware, NA
  -- Long-term IDR 'A+', placed on Rating Watch Positive;
  -- Short-term IDR affirmed at 'F1+' and removed from Rating
     Watch Negative;

  -- Individual, rated 'B', placed on Rating Watch Positive;
  -- Support remains at '2';
  -- Support Floor remains at 'BBB-'.

Wachovia Mortgage, FSB
  -- Long-term IDR, rated 'A+', placed on Rating Watch Positive;
  -- Short-term IDR affirmed at 'F1+' and removed from Rating
     Watch Negative;

  -- Short-term deposits affirmed at 'F1+' and removed Rating
     Watch Negative;

  -- Long-term deposits, rated 'AA-', placed on Rating Watch
     Positive;

  -- Senior long-term debt, rated 'A+', placed on Rating Watch
     Positive;

  -- Individual, rated 'B', placed on Rating Watch Positive;
  -- Support remains at '2';
  -- Support Floor remains at 'BBB-'.

Wachovia Bank, FSB (Texas)
  -- Long-term IDR, rated 'A+', placed on Rating Watch Positive;
  -- Short-term IDR affirmed at 'F1+' and removed from Rating
     Watch Negative;

  -- Short-term deposits affirmed at 'F1+' and removed from Rating
     Watch Negative;

  -- Long-term deposits, rated 'AA-', placed on Rating Watch
     Positive;

  -- Individual, rated 'B', placed on Rating Watch Positive;
  -- Support remains at '2';
  -- Support Floor remains at 'BBB-'.

Wachovia Capital Finance Corporation (Canada)
(guaranteed by Wachovia Bank, NA)

  -- Short-term IDR affirmed at 'F1+' and removed from Rating
     Watch Negative.

Congress Financial Capital Company
(guaranteed by Wachovia Corporation)
  -- Long-term IDR, rated 'A+', placed on Rating Watch Positive;
  -- Senior long-term debt, rated 'A+', placed on Rating Watch
     Positive.

Golden West Financial Corporation
  -- Senior long-term debt, rated 'A+', placed on Rating Watch
     Positive.

SouthTrust Bank
  -- Senior long-term debt, rated 'A+', placed on Rating Watch
     Positive;
  -- Subordinated debt, rated 'A', placed on Rating Watch
     Positive.

First Union National - Florida
SouthTrust Corporation
Western Financial Bank
  -- Subordinated debt, rated 'A', placed on Rating Watch
     Positive.

Wachovia Capital Trust I, II, III, IV, V, IX
Central Fidelity Capital Trust I
Corestates Capital I, II, III
First Union Capital I, II
First Union Institutional Capital I, II
  -- Preferred, rated 'A', placed on Rating Watch Positive.


WARWICK PROPERTIES: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Warwick Properties, LLC
        7683 SE 27th Street, St 241
        Mercer Island, WA 98040

Bankruptcy Case No.: 08-16620

Type of Business: The Debtor engages in real estate transaction
                  including merger and acquisitions.
                  See: http://www.warwickproperties.com/

Chapter 11 Petition Date: October 6, 2008

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Jeffrey B. Wells, Esq.
                  eajbwellaw@aol.com
                  Attorney at Law Jeffrey B. Wells
                  500 Union St., Suite 927
                  Seattle, WA 98101
                  Tel: (206) 624-0088

Total Assets: $6,000,000

Total Debts: $20,809,717

Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Federal Trade Commission       trade debt            $17,775,369
915 Second Avenue, Ste. 2896
Seattle, WA 98174


WHITE DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: White Development Corporation
        206 Stable Run
        Oxford, MS 38655

Bankruptcy Case No.: 08-14067

Type of Business: The Debtor develops real estate and builds
                  houses in Desoto, Tate and Lafayette Counties
                  in North Mississippi.
                  See: http://www.whitedevelopmentcorp.com/

Chapter 11 Petition Date: October 6, 2008

Court: Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Derek A. Henderson, Esq.
                  d_henderson@bellsouth.net
                  111 East Capitol Street, Suite 455
                  Jackson, MS 39201
                  Tel: (601) 948-3167

Estimated Assets: Less than $50,000

Estimated Debts: $1,000,000 to $50,000,000

A list of the Debtor's largest unsecured creditors is available for free
at http://bankrupt.com/misc/msnb08-14067.pdf
                       

WILLIAM DEL BIAGGIO: Nashville Predators Files Claim for Damages
----------------------------------------------------------------
The Nashville Predators filed a claim Wednesday with the United States
Bankruptcy Court for the Northern District of California,  claiming
damages caused by former team co-owner William Del Biaggio, the National
Post (Ontario) reported Thursday.

Del Biaggio's 27% share of the National Hockey League team has been
under the control of the Bankruptcy Court since Mr. Del Biaggio filed
for bankruptcy in June.  The report says that Mr. Del Biaggio is under
investigation by U.S. federal authorities, and is facing several
lawsuits which claim that he defrauded lenders when he was obtaining
financing to purchase his share of the team last winter.

The newspaper adds that the Nashville-based ownership group is claiming
potential lost revenue in sponsorships, ticket sales and other revenue.

The Tennessean also reports that the ownership group is itself in
default of a loan with an investment bank as a result of Mr. Del
Biaggio's business dealings.

According to the National Post, Jim Balsillie, the CEO and co-founder of
Research In Motion Ltd., is interested in purchasing Mr. Del Biaggio's
share.  

Menlo Park, California-based BDB Management LLC and its affiliates
filed for Chapter 11 protection on June 7, 2008 (Bankr. N.D.
Calif. Lead Case No. 08-31001).  William J. del Biaggio, III, an
interest holder of the companies, filed for personal chapter 11
bankruptcy on June 6, 2008.  Judith Whitman, Esq., at Diemer
Whitman and Cardosi LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $50 million to $100 million in
assets and $50 million to $100 million in debts.

The TCR reported on July 9, 2008, that Sara L. Kistler, acting
U.S. Trustee for Region 17, appointed R. Todd Nelson as the
chapter 11 trustee in BDB Management LLC and its debtor-
affiliates' bankruptcy cases.

Sand Hill Capital Partners III, the investment fund that Mr. Del
Biaggio co-founded, also filed for chapter 7 bankruptcy.  Sand Hill
disclosed $10.6 million in debts.  Established in 1996, Sand Hill
Capital has four debt funds under management, of which two are actively
investing.  Sand Hill has provided debt financing and
equity co-investing in multiple portfolio companies of top-tier
venture capital firms, including Broadcom, a semiconductor company
specializing in VoIP, wireless networking, and broadband
communications solutions; Commerce One, a provider of On-Demand
Supplier Relationship Management solutions and The Open Supplier
Network; IBahn, a provider of secure broadband-to-go at premium
hospitality locations; and Odwalla, maker of fruit drinks and
snacks.


* S&P Downgrades Ratings on 93 Classes from 10 US ALT-A RMBS
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 93 classes
from 10 U.S. Alternative-A residential mortgage-backed securities
transactions issued in 2005-2007.  S&P removed 53 of the lowered ratings
from CreditWatch with negative implications.  The affected issuer
shelves include Adjustable Rate Mortgage Trust, Citigroup Mortgage Loan
Trust, Harborview Mortgage Loan Trust, IndyMac INDB Mortgage Loan,
IndyMac INDX Mortgage Loan Trust, and Terwin Mortgage Trust.  In
addition, S&P affirmed 28 ratings on these transactions, one of which it
removed from CreditWatch with negative implications.
     
The downgrades, affirmations, and CreditWatch resolutions reflect the
transactions' current and projected losses based on the dollar amounts
of loans currently in the delinquency, foreclosure, and real estate
owned pipelines, as well as S&P's projection of future defaults.  S&P
also incorporated cumulative losses to date in it  analysis when
determining rating outcomes.
     
The lowered ratings also reflect S&P's  belief that the amount of
available credit enhancement for the downgraded classes is not
sufficient to cover losses at the previous rating levels. Severe
delinquencies amounted to approximately 20% of the current pool balances
for most of the transactions, and cumulative losses to date were
generally between 0.3% and 4.0% of the original pool balances.  However,
due to the deteriorating performance of most of the transactions
reviewed, along with the current condition of the housing market, S&P is
projecting cumulative losses to increase significantly.

The rating affirmations reflect sufficient credit enhancement to support
the ratings at their current levels.  Certain senior classes also
benefit from senior support provided by classes that would bear any
applicable losses before they could affect the super-senior
certificates.
     
The subordination of more-junior classes within each structure provides
credit support for the affected transactions.  Additionally, some
structures feature overcollateralization and excess spread, which can
absorb losses and accelerate payments to certain securityholders.  The
collateral backing the affected trusts originally consisted
predominantly of Alt-A fixed- or
adjustable-rate first-lien mortgage loans on one- to four-family
residential properties.
     
As S&P monitors these transactions over time, it incorporate updated
losses and delinquency pipeline performance to determine whether the
applicable credit enhancement features are sufficient to support the
current ratings.  S&P will continue to monitor these deals and take
additional rating actions as appropriate.

                         Rating Actions

Adjustable Rate Mortgage Trust 2005-11
Series      2005-11

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-2      007036UY0     BB             AAA
2-A-1-1    007036UZ7     BBB-           AAA
2-A-1-2    007036VA1     BB+            AAA
2-A-2      007036VB9     BB             AAA
2-A-3      007036VC7     BB             AAA
2-A-4-1    007036VD5     BB+            AAA
2-A-4-2    007036VE3     BB             AAA
3-A-1      007036VF0     BB             AAA
4-A-2      007036VH6     BB             AAA
C-B-1      007036VJ2     CCC            AA/Watch Neg
C-B-2      007036VK9     CCC            A/Watch Neg
C-B-3      007036VL7     CC             BBB-/Watch Neg
C-B-4      007036VP8     CC             BB/Watch Neg
C-B-5      007036VQ6     D              B/Watch Neg
5-A-2      007036UR5     A              AAA
5-M-1      007036US3     B              AA/Watch Neg
5-M-2      007036UT1     CCC            A/Watch Neg
5-M-3      007036UU8     CCC            BBB/Watch Neg
5-M-4      007036UV6     CC             BB+/Watch Neg
5-M-5      007036UW4     CC             B/Watch Neg

Adjustable Rate Mortgage Trust 2005-6A
Series      2005-6A
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-B-1      007036PL4     BB             AA/Watch Neg
2-B-1      007036PP5     BB-            AA/Watch Neg
2-B-2      007036PQ3     CCC            A+/Watch Neg
1-B-2      007036PM2     CCC            A/Watch Neg
2-B-3      007036PR1     CC             BBB/Watch Neg
1-B-3      007036PN0     CCC            BBB-/Watch Neg
1-B-4      007036PU4     CC             BB/Watch Neg
2-B-4      007036PX8     CC             BB/Watch Neg
2-B-5      007036PY6     D              B/Watch Neg

Citigroup Mortgage Loan Trust 2007-AR1
Series 2007-AR1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A2         17310UAB8     BBB-           AAA
A3         17310UAC6     BBB-           AAA
A4         17310UAD4     B              AAA/Watch Neg
M1         17310UAE2     CCC            BBB-/Watch Neg
M2         17310UAF9     CC             CCC

Harborview Mortgage Loan Trust 2005-14
Series 2005-14
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
2-A-1B     41161PYR8     AA             AAA
3-A-1B     41161PYS6     BB+            AAA
4-A-1B     41161PYT4     BB+            AAA
5-A-1B     41161PYU1     BB+            AAA
B-1        41161PWZ2     B              AA/Watch Neg
B-2        41161PXA6     CCC            BBB/Watch Neg
B-3        41161PXB4     CCC            B/Watch Neg
B-5        41161PXD0     D              CC

HarborView Mortgage Loan Trust 2005-6
Series 2005-6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        41161PPD9     A+             AA+
B-2        41161PPE7     B-             A/Watch Neg
B-3        41161PPF4     CCC            B/Watch Neg

Harborview Mortgage Loan Trust 2006-6
Series 2006-6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1A-1B      41161UAB8     B+             AAA/Watch Neg
2A-1A      41161UAC6     AA-            AAA
2A-1B      41161UAD4     B              AAA/Watch Neg
3A-1B      41161UAF9     B+             AAA
4A-1A      41161UAG7     AA             AAA/Watch Neg
4B-1B      41161UAH5     B              AAA
X-4        41161UAT9     AA             AAA
5A-1A      41161UAJ1     AA-            AAA/Watch Neg
5A-1B      41161UAK8     B              AAA
B-1        41161UAL6     CCC            AA/Watch Neg
B-2        41161UAM4     CC             BB/Watch Neg
B-3        41161UAN2     CC             CCC
B-4        41161UAP7     D              CC

IndyMac INDB Mortgage Loan Trust 2006-1
Series 2006-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        45661JAA1     AAA            AAA/Watch Neg
A-2        45661JAB9     BBB-           AAA/Watch Neg
A-3A       45661JAC7     AA             AAA
A-3B       45661JAD5     BB             AAA/Watch Neg
M-1        45661JAE3     B              AA+/Watch Neg
M-2        45661JAF0     CCC            BBB/Watch Neg
M-3        45661JAG8     CCC            BB/Watch Neg

IndyMac INDX Mortgage Loan Trust 2005-AR31
Series 2005-AR31
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-2      45660LW21     B+             AAA
2-A-2      45660LW47     B              AAA
3-A-1      45660LW54     B              AAA
4-A-2      45660LW88     B              AAA
5-A-2      45660LX20     B+             AAA
B-1        45660LX46     CCC            A/Watch Neg
B-2        45660LX53     CC             BB/Watch Neg
B-3        45660LX61     CC             B/Watch Neg
B-4        45660LX79     D              CCC

IndyMac INDX Mortgage Loan Trust 2005-AR33
Series 2005-AR33
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      45660L4W6     BBB-           AAA
1-A-2      45660L4X4     B              AAA/Watch Neg
2-A-1      45660L4Y2     BBB-           AAA
2-A-2      45660L4Z9     B              AAA/Watch Neg
3-A-1      45660L5A3     BBB-           AAA
3-A-2      45660L5B1     B              AAA/Watch Neg
4-A-1      45660L5C9     BBB-           AAA
4-A-2      45660L5D7     B              AAA/Watch Neg
B-1        45660L5F2     CCC            A/Watch Neg
B-2        45660L5G0     CC             BB/Watch Neg
B-3        45660L5H8     CC             B/Watch Neg
B-4        45660L5K1     D              CCC

Terwin Mortgage Trust 2006-17HE
Series 2006-17HE
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        88156EAD8     B              AAA/Watch Neg
A-2A       88156EAA4     B              AAA/Watch Neg
A-2B1      88156EAB2     BBB            AAA
A-2B2      88156EAN6     B              AAA/Watch Neg
A-2C       88156EAC0     B              AAA/Watch Neg
M-1        88156EAE6     CC             BBB/Watch Neg
M-2        88156EAF3     CC             BB/Watch Neg
M-3        88156EAG1     D              CC

                          Ratings Affirmed

Adjustable Rate Mortgage Trust 2005-11
Series 2005-11

Class      CUSIP         Rating
-----      -----         ------
1-A-1      007036UX2     AAA

4-A-1      007036VG8     AAA
5-A-1      007036UQ7     AAA

Adjustable Rate Mortgage Trust 2005-6A
Series 2005-6A

Class      CUSIP         Rating
-----      -----         ------
1-A-1      007036PA8     AAA
1-A-2-1    007036PB6     AAA
1-A-2-2    007036PC4     AAA
1-A-3-1    007036PD2     AAA
1-A-3-2    007036PE0     AAA
1-X        007036PF7     AAA
2-A-1      007036PG5     AAA
2-A-2      007036PH3     AAA
2-X        007036PJ9     AAA

Citigroup Mortgage Loan Trust 2007-AR1
Series 2007-AR1
Class      CUSIP
         Rating
-----      -----         ------
A1         17310UAA0     AAA

Harborview Mortgage Loan Trust 2005-14
Series 2005-14

Class      CUSIP         Rating
-----      -----         ------
2-A-1A     41161PWT6     AAA
3-A-1A     41161PWU3     AAA
4-A-1A     41161PWV1     AAA
5-A-1A     41161PWW9     AAA

HarborView Mortgage Loan Trust 2005-6
Series 2005-6

Class      CUSIP         Rating
-----      -----         ------
1-A-1A     41161PPB3     AAA
1-A-1B     41161PQR7     AAA
X          41161PPC1     AAA

Harborview Mortgage Loan Trust 2006-6
Series 2006-6

Class      CUSIP         Rating
-----      -----         ------
1A-1A      41161UAA0     AAA
3A-1A      41161UAE2     AAA

IndyMac INDX Mortgage Loan Trust 2005-AR31
Series 2005-AR31

Class      CUSIP         Rating
-----      -----         ------
1-A-1      45660LV97     AAA
2-A-1      45660LW39     AAA
4-A-1      45660LW70     AAA
5-A-1      45660LW96     AAA
A-X        45660LX38     AAA


* S&P Chips Ratings on 136 Classes of 28 RMBS Transactions
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 136 classes
from 28 residential mortgage-backed securities transactions backed by
U.S. subprime mortgage loan
collateral issued in 2005 and 2006.  At the same time, S&P removed 88 of
the lowered ratings from CreditWatch with negative implications.  In
addition, S&P affirmed its ratings on 196 classes from the same 28 RMBS
deals and removed 32 of the affirmed ratings from CreditWatch negative.

The downgraded classes represent an original par amount of approximately
$4.33 billion, or about 1% of the par amount of U.S. RMBS backed by
first-lien subprime mortgage loans rated by Standard & Poor's in 2005
and 2006.  S&P previously took rating actions on approximately $0.59
billion of the total amount of affected securities.  In addition, the
classes with affirmed ratings represent an original par amount of
approximately
$17.89 billion subprime RMBS certificates issued in 2005 and 2006.
     
The downgrades reflect S&P's opinion that projected credit support for
the affected classes is insufficient to maintain the previous ratings,
given S&P's current projected losses.  As announced in "S&P Provides
Projected Losses For U.S. Subprime RMBS Issued In 2005," published July
23, 2008, and "S&P Revises Deal-Specific Projected Losses For U.S.
Subprime RMBS Issued In 2006, 2007,"
published Aug. 19, 2008, on RatingsDirect, its default curve for U.S.
subprime RMBS is a key component of S&P's loss projection analysis of
U.S. RMBS transactions, which is discussed in "Standard & Poor's Revised
Default And Loss Curves For U.S. Subprime RMBS," published Oct. 19,
2007.

With the recent continued deterioration in U.S. RMBS performance,
however, S&P is adjusting its loss curve forecasting methodology to more
explicitly incorporate each transaction's current delinquency, default,
and loss trends.  Some transactions are experiencing foreclosures and
delinquencies at rates greater than S&P's initial projections.  S&P
believes that adjusting its projected losses, which it derived from its
default curve analysis, is appropriate in cases where the amount of
current delinquencies indicates a different timing or level of loss.
In addition, S&P recently revised its loss severity assumption for
transactions issued in 2006 and the first half of 2007, as described in
"Standard & Poor's Revises U.S. Subprime, Prime, And Alternative-A RMBS
Loss Assumptions," published July 30, 2008.

S&P based the revised assumptions on its belief that continued
foreclosures, distressed sales, increased carrying costs, and a further
decline in home sales will continue to depress prices and push loss
severities higher than it previously anticipated.
     
The lowered ratings reflect S&P's assessment of credit support under
three constant prepayment rate scenarios.  The first scenario utilizes
the lower of the lifetime or 12-month CPR, while the second utilizes a
6% CPR, which is very slow by historical standards.  The third scenario
uses a prepayment rate that is equal to two times the lower of the
lifetime or 12-month CPR.  S&P incorporated a third CPR scenario into
its cash flow analysis to account for potential increases in
prepayments, which may occur from normal increases typically found in
the seasoning of pools combined with a chance that governmental
proposals, if adopted, may lead to increased CPRs.  

S&P assumed a constant default rate for each pool. Because the analysis
focused on each individual class with varying maturities, prepayment
scenarios may cause an individual class or the transaction itself to
prepay in full before it incurs the entire loss projection.  Slower
prepayment assumptions lengthen the average life of the mortgage pool,
which increases the likelihood that total projected losses will be
realized.  The longer a class remains outstanding, however, the more
excess spread it generates.
     
To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for changes,
if any, in risk characteristics, servicing, and the ability to withstand
additional credit deterioration.  For mortgage pools that are continuing
to show increasing delinquencies, S&P increased its cash flow stresses
to account for potential increases in monthly losses.  In order to
maintain a rating higher than 'B', a class had to absorb losses in
excess of the base-case assumptions S&P assumed in its analysis.  

For example, one class may have to withstand 115% of its base-case loss
assumptions in order to maintain a 'BB' rating, while a different class
may have to withstand 125% of S&P's base-case loss assumptions to
maintain a 'BBB' rating.  Each class that has an affirmed 'AAA' rating
can withstand approximately 150% of its  base-case loss assumptions
under its analysis, subject to individual caps assumed on specific
transactions.  S&P determined the caps by limiting the amount of
remaining defaults to 90% of the current pool balances.

A combination of subordination, excess spread, and overcollateralization
provide credit support for the affected transactions.  The underlying
collateral for these deals consists of fixed- and adjustable-rate U.S.
subprime mortgage loans that are secured by first and second liens on
one- to four-family residential properties.
     
To date, including the classes listed and actions on both publicly and
confidentially rated classes, S&P has resolved the CreditWatch
placements of the ratings on 2,385 classes from 327 U.S. subprime RMBS
transactions from the 2005, 2006, and 2007 vintages.  Currently, S&P's
ratings on 900 classes from 189 U.S. subprime RMBS transactions from the
2005, 2006, and 2007 vintages are on CreditWatch negative.
     
Standard & Poor's will continue to monitor the RMBS transactions it
rates and take rating actions, including CreditWatch placements, when
appropriate.  

Rating Actions

Accredited Mortgage Loan Trust 2005-4
Series      2005-4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        004375EL1     BBB            AA+/Watch Neg
M-3        004375EM9     B              AA+/Watch Neg
M-4        004375EN7     B-             AA/Watch Neg
M-5        004375EP2     CCC            AA-/Watch Neg
M-7        004375ER8     CC             CCC
M-8        004375ES6     CC             CCC
M-9        004375ET4     CC             CCC

Aegis Asset Backed Securities Trust
Series      2005-5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M2         00764MHF7     A              AA+/Watch Neg
M-3        00764MHG5     BB             AA+/Watch Neg
M4         00764MHH3     B-             AA/Watch Neg
B2         00764MHM2     CC             CCC
B3         00764MHN0     CC             CCC

FBR Securitization Trust 2005-3
Series      2005-3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
AV1        30246QAX1     AAA            AAA/Watch Neg
AV2-3      30246QBA0     AAA            AAA/Watch Neg
AV2-4      30246QBB8     AAA            AAA/Watch Neg
M-1        30246QBC6     A              AA-/Watch Neg
M-10       30246QBM4     D              CC

FBR Securitization Trust 2005-4
Series 2005-4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
AV1        30246QBQ5     AAA            AAA/Watch Neg
AV2-2      30246QBS1     AAA            AAA/Watch Neg
AV2-3      30246QBT9     AAA            AAA/Watch Neg
AV2-4      30246QBU6     AAA            AAA/Watch Neg
M-1        30246QBV4     A              AA+/Watch Neg
M-9        30246QCD3     D              CC

FBR Securitization Trust 2005-5
Series 2005-5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M1         30246QCP6     AA+            AA+/Watch Neg
M2         30246QCQ4     AA             AA+/Watch Neg
M3         30246QCR2     BBB            AA+/Watch Neg
M4         30246QCS0     BB             AA/Watch Neg
M5         30246QCT8     B              AA/Watch Neg
M6         30246QCU5     B-             AA/Watch Neg
M8         30246QCW1     CC             CCC

Fieldstone Mortgage Investment Trust Series 2006-2
Series 2006-2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A        31659EAA6     BBB            AAA/Watch Neg
2-A1       31659EAB4     AAA            AAA/Watch Neg
2-A2       31659EAC2     BBB            AAA/Watch Neg
2-A3       31659EAD0     BBB            AAA/Watch Neg
M1         31659EAE8     B              AA+/Watch Neg
M2         31659EAF5     B-             A/Watch Neg
M3         31659EAG3     CCC            BBB/Watch Neg

Fieldstone Mortgage Investment Trust, Series 2006-1
Series 2006-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-2        31659TEY7     AA             AAA/Watch Neg
A-3        31659TEZ4     AA             AAA/Watch Neg
M-1        31659TFA8     BBB            AA+/Watch Neg
M-2        31659TFB6     B              AA+/Watch Neg
M-3        31659TFC4     B-             BBB/Watch Neg
M-4        31659TFD2     CCC            BB/Watch Neg
M-5        31659TFE0     CCC            B/Watch Neg

First NLC Trust 2005-3
Series 2005-3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        32113JBU8     AA             AA/Watch Neg
M-6        32113JBZ7     CC             CCC

First NLC Trust 2005-4
Series 2005-4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-2        32113JCE3     AAA            AAA/Watch Neg
A-3        32113JCF0     AAA            AAA/Watch Neg
A-4        32113JCG8     AAA            AAA/Watch Neg
M-1        32113JCH6     AA             AA+/Watch Neg
M-2        32113JCJ2     BBB            AA+/Watch Neg
M-3        32113JCK9     B              AA+/Watch Neg
M-4        32113JCL7     B-             AA+/Watch Neg
M-5        32113JCM5     CCC            AA/Watch Neg
M-6        32113JCN3     CCC            AA-/Watch Neg
M-8        32113JCQ6     CC             CCC

GE-WMC Asset Backed Pass Through Certificates, Series 2005-2
Series 2005-2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        367910BD7     A              AA/Watch Neg
M-3        367910AX4     BBB            AA/Watch Neg
M-4        367910AY2     B              AA/Watch Neg
B-2        367910BC9     CC             CCC
B-3        367910BE5     CC             CCC

GSAMP Trust 2005-AHL2
Series 2005-AHL2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        362341C64     BBB-           AA/Watch Neg
M-2        362341C72     B              AA-/Watch Neg
B-1        362341D30     CC             CCC
B-2        362341J59     CC             CCC
B-3        362341J67     CC             CCC

Home Equity Asset Trust 2005-8
Series 2005-8
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
P          437084QP4     AAA            AAA/Watch Neg
M-1        437084PZ3     AA             AA+/Watch Neg
M-2        437084QA7     A              AA+/Watch Neg
M-3        437084QB5     BB             AA/Watch Neg
M-4        437084QC3     B              AA/Watch Neg
M-7        437084QF6     CC             CCC
M-8        437084QG4     CC             CCC

Home Equity Asset Trust 2005-9
Series 2005-9
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      437084QR0     AAA            AAA/Watch Neg
2-A-2      437084QT6     AAA            AAA/Watch Neg
2-A-3      437084QU3     AAA            AAA/Watch Neg
2-A-4      437084QV1     AAA            AAA/Watch Neg
P          437084RM0     AAA            AAA/Watch Neg
M-1        437084QY5     AA             AA+/Watch Neg
M-2        437084QZ2     A              AA+/Watch Neg
M-3        437084RA6     BB             AA/Watch Neg
M-4        437084RB4     B              AA/Watch Neg
M-5        437084RC2     B-             AA/Watch Neg
M-8        437084RF5     CC             CCC

Home Equity Asset Trust 2006-5
Series 2006-5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      437096AA8     AA             AAA

HSI Asset Securitization Corporation Trust 2005-I1
Series 2005-I1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A        40430HCV8     BB             AAA/Watch Neg
II-A-2     40430HCL0     AAA            AAA/Watch Neg
II-A-3     40430HCM8     BBB            AAA/Watch Neg
II-A-4     40430HCN6     BB             AAA/Watch Neg
M-1        40430HCP1     B-             AA+/Watch Neg
M-2        40430HCQ9     CCC            AA/Watch Neg
M-3        40430HCR7     CCC            AA-/Watch Neg

Meritage Mortgage Loan Trust 2005-3
Series 2005-3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-2        59001FDH1     AAA            AAA/Watch Neg
A-3        59001FDJ7     AAA            AAA/Watch Neg
A-4        59001FDK4     AAA            AAA/Watch Neg
A-5        59001FDL2     AAA            AAA/Watch Neg
M-1        59001FDM0     A              AA/Watch Neg
M-6        59001FDS7     CC             CCC
M-8        59001FDU2     D              CC

Morgan Stanley Home Equity Loan Trust 2005-4
Series 2005-4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        61744CVJ2     AA             AA+/Watch Neg
M-2        61744CVK9     A              AA+/Watch Neg
M-3        61744CVL7     BBB            AA/Watch Neg
M-4        61744CVM5     B              AA-/Watch Neg
B-1        61744CVQ6     CC             CCC
B-2        61744CVR4     CC             CCC

NovaStar Mortgage Funding Trust, Series 2005-4
Series 2005-4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        66987WDE4     AA             AA+
M-2        66987WDF1     A              AA+
M-3        66987WDG9     BBB            AA
M-4        66987WDH7     B              AA
M-5        66987WDJ3     B-             AA-
M-6        66987WDK0     CCC            AA-/Watch Neg
M-7        66987WDL8     CCC            BB
M-8        66987WDM6     CCC            B

Option One Mortgage Loan Trust 2005-5
Series 2005-05
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        68389FJZ8     A              AA/Watch Neg
M-3        68389FKA1     BBB            AA-/Watch Neg
M-10       68389FKH6     CC             CCC

Ownit Mortgage Loan Trust
Series 2005-4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        69121PAT0     AAA            AAA/Watch Neg
A-2A2      69121PAV5     AAA            AAA/Watch Neg
A-2B       69121PAW3     AAA            AAA/Watch Neg
A-3        69121PAX1     AA             AAA/Watch Neg
M-1        69121PAY9     B              AA+/Watch Neg
M-2        69121PAZ6     B-             AA/Watch Neg
M-4        69121PBB8     CC             CCC
M-5        69121PBC6     CC             CCC
B-2A       69121PBJ1     D              CC
B-2B       69121PBN2     D              CC
B-3A       69121PBK8     D              CC
B-3B       69121PBP7     D              CC
B-4A       69121PBL6     D              CC
B-4B       69121PBQ5     D              CC

Popular ABS Mortgage Pass-Through Trust 2005-6
Series 2005-6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        73316PJG6     A              AA/Watch Neg

Saxon Asset Securities Trust 2005-4
Series 2005-4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        805564TK7     AA             AA+/Watch Neg
M-3        805564TL5     A              AA/Watch Neg
M-4        805564TM3     BBB            AA/Watch Neg
M-5        805564TN1     B              AA-/Watch Neg

Soundview Home Loan Trust 2005-4
Series 2005-4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-2        83611MKF4     A              AA/Watch Neg
M-3        83611MKG2     BBB            AA/Watch Neg
M-9        83611MKN7     CC             CCC
M-10       83611MKP2     CC             CCC

Specialty Underwriting and Residential Finance Trust, Series
2005-AB3
Series 2005-AB3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        84751PJH3     A              AA+
M-2        84751PJJ9     BB             AA/Watch Neg
M-3        84751PJK6     B              AA-/Watch Neg
M-4        84751PJL4     B-             BB
M-5        84751PJM2     CCC            B

Structured Asset Investment Loan Trust 2005-10
Series 2005-10
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A1         86358EYT7     AA             AAA/Watch Neg
A2         86358EYU4     AA             AAA/Watch Neg
A4         86358EYW0     AAA            AAA/Watch Neg
A-5        86358EYX8     AAA            AAA/Watch Neg
A6         86358EZJ8     AA             AAA/Watch Neg
M1         86358EYY6     BB             AA+/Watch Neg
M2         86358EYZ3     B              AA/Watch Neg
M3         86358EZA7     B-             AA-/Watch Neg

Structured Asset Investment Loan Trust 2005-11
Series 2005-11
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A1         86358EZM1     BBB            AAA/Watch Neg
A2         86358EZN9     AAA            AAA/Watch Neg
A3         86358EZP4     A              AAA/Watch Neg
A5         86358EZR0     AAA            AAA/Watch Neg
A6         86358EZS8     AAA            AAA/Watch Neg
A7         86358EZT6     BBB            AAA/Watch Neg
M1         86358EZU3     B              AA/Watch Neg
M2         86358EZV1     CCC            AA-/Watch Neg
M3         86358EZW9     CC             CCC
M7         86358EA22     D              CC

Wells Fargo Home Equity Asset-Backed Securities 2005-3 Trust
Series 2005-3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-5        9497ENAE3     A              AA/Watch Neg
M-6        9497ENAF0     BB             AA-/Watch Neg

Wells Fargo Home Equity Asset-Backed Securities 2005-4 Trust
Series 2005-4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        9497EMAG0     AA             AA+
M-2        9497EMAH8     A              AA/Watch Neg
M-3        9497EMAJ4     BB             AA-/Watch Neg
M-8        9497EMAP0     CC             CCC

Ratings Affirmed

Accredited Mortgage Loan Trust 2005-4
Series 2005-4

Class      CUSIP         Rating
-----      -----         ------
A-1A       004375EE7     AAA
A-2B       004375EG2     AAA
A-2C       004375EH0     AAA
A-2D       004375EJ6     AAA
M-1        004375EK3     AA+
M-6        004375EQ0     CCC

Aegis Asset Backed Securities Trust
Series 2005-5

Class      CUSIP         Rating
-----      -----         ------
IA2        00764MHA8     AAA
IA3        00764MHB6     AAA
IA4        00764MHC4     AAA
IIA        00764MHD2     AAA
M1         00764MHE0     AAA
M5         00764MHJ9     CCC
M6         00764MHK6     CCC
B1         00764MHL4     CCC

FBR Securitization Trust 2005-3
Series 2005-3

Class      CUSIP         Rating
-----      -----         ------
M-2        30246QBD4     CCC
M-3        30246QBE2     CCC
M-4        30246QBF9     CCC
M-5        30246QBG7     CCC

FBR Securitization Trust 2005-4
Series 2005-4

Class      CUSIP         Rating
-----      -----         ------
M-2        30246QBW2     CCC
M-3        30246QBX0     CCC
M-4        30246QBY8     CCC
M-5        30246QBZ5     CCC
M-6        30246QCA9     CCC

FBR Securitization Trust 2005-5
Series 2005-5

Class      CUSIP         Rating
-----      -----         ------
AV1        30246QDB6     AAA
AV2-3      30246QCM3     AAA
AV2-4      30246QCN1     AAA
M7         30246QCV3     CCC

Fieldstone Mortgage Investment Trust Series 2006-2
Series 2006-2

Class      CUSIP         Rating
-----      -----         ------
M4         31659EAH1     CCC
M5         31659EAJ7     CCC
M6         31659EAK4     CCC
M7         31659EAL2     CCC
M8         31659EAM0     CCC
M9         31659EAN8     CCC
M10        31659EAP3     CCC

Fieldstone Mortgage Investment Trust, Series 2006-1
Series 2006-1

Class      CUSIP         Rating
-----      -----         ------
M-6        31659TFF7     CCC
M-7        31659TFG5     CCC
M-8        31659TFH3     CCC
M-9        31659TFJ9     CCC
M-10       31659TFK6     CCC

First NLC Trust 2005-3
Series 2005-3

Class      CUSIP         Rating
-----      -----         ------
AV-2       32113JBR5     AAA
AV-3       32113JBS3     AAA
AV-4       32113JBT1     AAA
M-2        32113JBV6     CCC
M-3        32113JBW4     CCC
M-4        32113JBX2     CCC
M-5        32113JBY0     CCC

First NLC Trust 2005-4
Series 2005-4

Class      CUSIP         Rating
-----      -----         ------
M-7        32113JCP8     CCC

GE-WMC Asset Backed Pass Through Certificates, Series 2005-2
Series 2005-2

Class      CUSIP         Rating
-----      -----         ------
A-1        367910AR7     AAA
A-2b       367910AT3     AAA
A-2c       367910AU0     AAA
A-2d       367910AV8     AAA
M-1        367910AW6     AA+
M-5        367910AZ9     CCC
M-6        367910BA3     CCC
B-1        367910BB1     CCC

GSAMP Trust 2005-AHL2
Series 2005-AHL2

Class      CUSIP         Rating
-----      -----         ------
A-1A       362341B81     AAA
A-1B       362341B99     AAA
A-2B       362341C31     AAA
A-2C       362341C49     AAA
A-2D       362341C56     AAA
M-3        362341C80     CCC
M-4        362341C98     CCC
M-5        362341D22     CCC

Home Equity Asset Trust 2005-8
Series 2005-8

Class      CUSIP         Rating
-----      -----         ------
1-A-1      437084PS9     AAA
2-A-3      437084PV2     AAA
2-A-4      437084PW0     AAA
M-5        437084QD1     CCC
M-6        437084QE9     CCC

Home Equity Asset Trust 2005-9
Series 2005-9

Class      CUSIP         Rating
-----      -----         ------
M-6        437084RD0     CCC
M-7        437084RE8     CCC

Home Equity Asset Trust 2006-5
Series 2006-5

Class      CUSIP         Rating
-----      -----         ------
2-A-1      437096AB6     AAA
2-A-2      437096AC4     AAA
2-A-3      437096AD2     AA
2-A-4      437096AE0     A
P          437096AU4     AAA
M-1        437096AH3     BB
M-2        437096AJ9     B
M-3        437096AK6     B-
M-4        437096AL4     CCC
M-5        437096AM2     CCC
M-6        437096AN0     CCC

Meritage Mortgage Loan Trust 2005-3
Series 2005-3

Class      CUSIP         Rating
-----      -----         ------
M-2        59001FDN8     CCC
M-3        59001FDP3     CCC
M-4        59001FDQ1     CCC
M-5        59001FDR9     CCC

Morgan Stanley Home Equity Loan Trust 2005-4
Series 2005-4

Class      CUSIP         Rating
-----      -----         ------
A-1        61744CVE3     AAA
A-2b       61744CVG8     AAA
A-2c       61744CVH6     AAA
M-5        61744CVN3     CCC
M-6        61744CVP8     CCC

NovaStar Mortgage Funding Trust, Series 2005-4
Series 2005-4

Class      CUSIP         Rating
-----      -----         ------
A-1A       66987WDQ7     AAA
A-2C       66987WDC8     AAA
A-2D       66987WDD6     AAA
M-9        66987WDN4     CCC
M-10       66987WDP9     CCC
M-11       66987WDR5     CCC

Option One Mortgage Loan Trust 2005-5
Series 2005-05

Class      CUSIP         Rating
-----      -----         ------
A-1        68389FKK9     AAA
A-3        68389FJW5     AAA
A-4        68389FJX3     AAA
M-1        68389FJY1     AA+
M-4        68389FKB9     B
M-5        68389FKC7     CCC
M-6        68389FKD5     CCC
M-7        68389FKE3     CCC
M-8        68389FKF0     CCC
M-9        68389FKG8     CCC

Ownit Mortgage Loan Trust
Series 2005-4

Class      CUSIP         Rating
-----      -----         ------
M-3        69121PBA0     CCC

Popular ABS Mortgage Pass-Through Trust 2005-6
Series 2005-6

Class      CUSIP         Rating
-----      -----         ------
A-2        73316PJC5     AAA
A-3        73316PJD3     AAA
A-4        73316PJE1     AAA
A-5        73316PJF8     AAA
A-6        73316PJR2     AAA
M-2        73316PJH4     CCC
M-3        73316PJJ0     CCC
M-4        73316PJK7     CCC
M-5        73316PJL5     CCC
M-6        73316PJM3     CCC

Saxon Asset Securities Trust 2005-4
Series 2005-4

Class      CUSIP         Rating
-----      -----         ------
A-1A       805564TC5     AAA
A-1B       805564TD3     AAA
A-2C       805564TG6     AAA
A-2D       805564TH4     AAA
M-1        805564TJ0     AA+
M-6        805564TP6     CCC
B-1        805564TQ4     CCC
B-2        805564TR2     CCC
B-3        805564TS0     CCC

Soundview Home Loan Trust 2005-4
Series 2005-4

Class      CUSIP         Rating
-----      -----         ------
I-A1       83611MJY5     AAA
II-A3      83611MKB3     AAA
M-1A       83611MKD9     AA+
M-1B       83611MKE7     AA+
M-4        83611MKH0     B
M-5        83611MKJ6     CCC
M-6        83611MKK3     CCC
M-7        83611MKL1     CCC
M-8        83611MKM9     CCC
II-A4      83611MKC1     AAA

Specialty Underwriting and Residential Finance Trust, Series
2005-AB3
Series 2005-AB3

Class      CUSIP         Rating
-----      -----         ------
A-1A       84751PJD2     AAA
A-2B       84751PJF7     AAA
A-2C       84751PJG5     AAA
M-6        84751PJN0     CCC
B-1        84751PJP5     CCC

Structured Asset Investment Loan Trust 2005-10
Series 2005-10

Class      CUSIP         Rating
-----      -----         ------
M4         86358EZB5     CCC
M5         86358EZC3     CCC

Wells Fargo Home Equity Asset-Backed Securities 2005-3 Trust
Series 2005-3

Class      CUSIP         Rating
-----      -----         ------
AI-1A      9497ENAM5     AAA
AI-1B      9497ENAN3     AAA
AII-2      9497ENAQ6     AAA
AII-3      9497ENAR4     AAA
M-1        9497ENAA1     AAA
M-2        9497ENAB9     AA+
M-3        9497ENAC7     AA+
M-4        9497ENAD5     AA
M-7        9497ENAG8     CCC
M-8        9497ENAH6     CCC
M-9        9497ENAJ2     CCC
M-10       9497ENAK9     CCC
M-11       9497ENAL7     CCC

Wells Fargo Home Equity Asset-Backed Securities 2005-4 Trust
Series 2005-4

Class      CUSIP         Rating
-----      -----         ------
AI-2       9497EMAB1     AAA
AI-3       9497EMAC9     AAA
AII-2      9497EMAE5     AAA
AII-3      9497EMAF2     AAA
M-4        9497EMAK1     CCC
M-5        9497EMAL9     CCC
M-6        9497EMAM7     CCC
M-7        9497EMAN5     CCC


* S&P Puts 18 LBHI-Related US RMBS Transaction Under Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 18 classes from
eight Lehman Bros.-related U.S. residential mortgage-backed securities
transactions on CreditWatch with negative implications.  

The CreditWatch placements follow the recent rating actions on various
Lehman Bros. entities, as detailed in "Lehman Bros. Holdings Downgraded
To "Selective Default"; Other Lehman Entities To 'BB-' or 'R',"
published Sept. 15, 2008, "Lehman Brothers Holdings Inc. Rating Lowered
To 'D'," published Sept. 16, 2008," and "Ratings On Lehman Brothers
Holdings Inc. And All Related Entities Withdrawn," dated Sept. 25, 2008.
     
Lehman Bros. Holdings Inc. (LBHI; NR/--/NR) is the guarantor of Lehman
Bros. Special Financing (LBSF; not rated), which acts as the derivative
counterparty for the affected transactions.  The CreditWatch placements
reflect Standard & Poor's belief that these classes are at a greater
cash flow risk because of LBHI's recent bankruptcy filing.
Specifically, in S&P's opinion, it incorporated the likelihood of the
counterparty making payments to the trusts over the duration of the
contract for the affected transactions.
     
In S&P's view, given the uncertainty of events that surrounds LBHI and
its ability to meet its obligations under the derivative documents for
the affected deals, the ratings on the affected U.S. RMBS transactions
will remain on CreditWatch until S&P further assess the impact the
applicable derivative payments will have on the deals and take rating
actions as appropriate.   

Standard & Poor's considered the recent rating actions on LBHI when
analyzing all Lehman-related U.S. RMBS transactions.  In most cases,
LBHI is the guarantor for the derivative counterparty, LBSF. However,
for those transactions, which were not affected by the recent rating
change of LBHI, the derivatives guaranteed by LBHI fell under one or
more of the following categories:

     -- The derivative is used to specifically cover basis risk
        shortfalls;

     -- The relationship between the strike rate and the forward
        curve used in S&P's projections generally placed the trust
        in a position of making payments to the counterparty for
        the duration of the contract; and

     -- The expiration of the derivative was within several
        months.

Therefore, the applicable cash flows from derivatives affected only the
Lehman Bros.-related U.S. RMBS ratings.

Ratings Placed on Creditwatch Negative

Greenpoint Mortgage Funding Grantor Trust 1-A1A Series 2006-AR6

              Rating
              ------
Class   To               From
-----   --               ----
1-A1A   AAA/Watch Neg    AAA

Greenpoint Mortgage Funding Grantor Trust 1-A2A2 Series 2006-AR6

              Rating
              ------
Class   To               From
-----   --               ----
1-A2A2  AAA/Watch Neg    AAA

Greenpoint Mortgage Funding Grantor Trust 1-A2B Series 2006-AR6

               Rating
               ------
Class   To                From
-----   --                ----
1-A2B   AAA/Watch Neg     AAA

Greenpoint Mortgage Funding Grantor Trust 1-A3B Series 2006-AR6

             Rating
             ------
Class   To               From
-----   --               ----
1-A3B   AAA/Watch Neg    AAA

RALI Grantor Trust I-A Series 2006-QO9
                                          Rating
                                          ------
Class                               To                From
-----                               --                ----
I-A1B, I-A2A, I-A3A, I-A3B, I-A4A   AAA/Watch Neg     AAA

RALI Series 2006-QO9 Trust
                                       Rating
                                       ------
Class                           To                From
-----                           --                ----
I-A1A, I-A2AU, I-A3AU, I-A4AU   AAA/Watch Neg     AAA
AXP                             AAA/Watch Neg     AAA

Thornburg Mortgage Securities Trust 2003-6

                Rating
                ------
Class     To                From
-----     --                ----
A1, A-2   AAA/Watch Neg     AAA
M         AA/Watch Neg      AA

SASCO ARC Co.
Series 2005-1
               Rating
               ------
Class     To                From
B         B-/Watch Neg      B-


* Bruce de'Medici Joins SmithAmundsen LLC as Partner
------------------------------------------------------
SmithAmundsen LLC disclosed in a statement that Bruce E. de'Medici has
joined the firm's Chicago office as a partner in its Bankruptcy &
Creditors' Rights Practice Group. Prior to joining SmithAmundsen, Mr.
de'Medici was of counsel at Mendell Menkes & Surdyk, LLC in Chicago.

Mr. de'Medici has more than 20 years experience representing clients in
commercial transactions in state and federal courts, including the
bankruptcy court, as well as in non-judicial insolvency settings.

"We are excited to have Bruce join our growing practice," said Brian
Graham, chair of SmithAmundsen's Bankruptcy & Creditors' Rights Practice
Group.  "His experience substantially broadens the array and depth of
services available to our clients."

Mr. de'Medici received a B.A. from University of Michigan and a J.D.
from Wayne State University and he is admitted to practice in Illinois
and Michigan.

                    About SmithAmundsen LLC

Headquartered in Chicago, Illinois, SmithAmundsen LLC --
http://www.salawus.com/-- has grown to more than 115 attorneys   
with offices in Chicago, Rockford, St. Charles, Waukegan, and
Woodstock, Illinois and Milwaukee, Wisconsin.  SmithAmundsen's
attorneys offer expertise in a broad range of practice
areas.  As one of Chicago's premier litigation firms,
SmithAmundsen's success is built upon a foundation of integrity,
professionalism, and a commitment to exceeding client
expectations.


* 15 Corporate and Technology Partners Join Cooley Godward
----------------------------------------------------------
Cooley Godward Kronish LLP disclosed that 15 partners from Heller Ehrman
will join the firm.  Ten partners will join Cooley in Silicon Valley,
four in Seattle, where Cooley will open an
office, and one in Washington, DC.  In addition to comprising
the core of Heller's Venture Law Group in these offices, the partners
joining Cooley include the heads of Heller's firm-wide business and
intellectual property transactions practices, the co-heads of its energy
and clean technology practice, the co-chair of its life sciences
practice and two VLG co-founders.

"It is a testament to Cooley's momentum and our platform as the national
leader in venture capital, technology, life sciences and clean
technology that these talented practitioners have chosen to join the
firm," Joe Conroy, Cooley's chief executive officer, said.  "It is rare
that a group of such experienced and highly respected corporate and IP
transactions partners, many of whom we have known for years, would
suddenly become available.  We are delighted to have them join us and
are highly confident that they will be a great fit strategically and
culturally."

Partners joining Cooley in Palo Alto include corporate partner Mark
Weeks, previously the head of Heller's firm-wide business department,
Mark Medearis, a co-founder of VLG, corporate partner Elias Blawie, a
co-founder of VLG and co-chair of Heller's energy and clean technologies
practice, corporate partner Jon Gavenman, head of Heller's Silicon
Valley office, corporate partner John Sellers, compensation and benefits
partner Renee Deming, tax partner Mark Windfeld-Hansen and corporate
partners Keith Miller, Amy Paye and Mavis Yee.

For more than two decades, these attorneys have advised leading
technology, life sciences and clean technology companies,
venture capital firms and investment banks in Silicon Valley
and across the country in financings, mergers, public offerings,
collaboration and licensing agreements and other transactions.

During this period they have counseled many notable venture-backed
companies such as Hotmail, IronPort Systems and OnStream Networks, and
more recently, companies such as Atom Entertainment, Inc., Macrovision
Solutions, Seattle Genetics, Inc., SonoSite, Inc., LookSmart, Phoenix
Technologies, Ltd., Airespace and Xunlight Corporation.

"Cooley's emerging company leadership and current team of
41 business partners in Silicon Valley will be broadly enhanced
by the addition of our 10 new partners," Eric Jensen, partner
and head of Cooley's firm-wide business department, said. "Together with
our new Seattle partners, the group further strengthens our preeminent
national life sciences practice and adds significant industry expertise
in areas such as semiconductors, software and the rapidly growing clean
technology sector."

The firm's new Seattle office will be led by corporate partner John
Robertson, recently chair of the business department for Heller's
Northwest offices.  He is joined by corporate partners Sonya Erickson,
co-chair of Heller's national life sciences practice; and IP
transactions partners Alison Freeman-Gleason,
co-chair of Heller's energy and clean technologies practice, and Kevin
Kelly, chair of Heller's intellectual property transactions group.  The
group has significant Pacific Rim and Pacific Northwest-based life
sciences, clean technology and technology practices, representing
emerging growth companies, established technology businesses and venture
capital firms.

In Cooley's Washington, DC office, the firm will bring on board Natasha
Leskovsek, an experienced FDA practitioner, adding FDA expertise to the
Firm's preeminent life sciences practice.
The addition of these highly sought-after partners enhances Cooley's
position as the preeminent law firm for entrepreneurs, companies and
investors in the technology, life sciences and clean technology
sectors.

                 About Cooley Godward Kronish LLP

Cooley Godward Kronish -- http://www.cooley.com/-- has 725 attorneys
nationwide and offers corporate transactional capabilities, expertise in
tax, real estate and bankruptcy and  litigation practice, representing
an array of clients in complex commercial and securities litigation,
antitrust and intellectual property matters.  The firm has full-service
offices in major business and technology centers nationwide: Palo Alto,
California, New York City, San Diego, California, San Francisco,
California, Reston, Virginia, Broomfield, Colorado, Washington, DC,
Boston, Massachusetts, and Seattle, Washington.


* Computershare Integrates Communications Center for Administar
---------------------------------------------------------------
Computershare Limited has completed the integration of the
communications (call) center for its Administar business with its core
U.S. communications centers.

Administar Services Group LLC, a Computershare company, provides
complementary class action and bankruptcy administration solutions.

The integration marks a notable expansion to Administar's communications
center service capabilities -- providing the business with the
flexibility, size and scope to support any segment of the class action
and bankruptcy administration market.

Computershare's North America Communications Centers Regional Director
Paul Santamaria said, "Administar's clients are now supported by 1,600
communications center seats in the US.  In addition to the increased
in-house servicing capabilities, Administar's clients will have the
peace of mind associated with our local expertise in every region."

Computershare's communications center representatives, as well as its
client data and processing centers, are based and managed in the U.S.
for its local clients.  This in-sourcing philosophy provides for greater
data security and enhanced oversight of all operations.  In addition,
unlike other providers, Computershare has the scale and skills in-house
to effectively manage international requirements through its other
global facilities, as needed.

"For Computershare's clients, the acquisition and integration of
Administar into the core business further extends our service portfolio
provided under one roof.  Should any company find themselves in a class
action or bankruptcy situation, they can trust us to effectively manage
sensitive information and data as a neutral third party and with the
service excellence
they have come to know," said Computershare's Executive Vice President
Joseph McFadden.

                         About Administar

Administar Administar Services Group LLC is an experienced, versatile
provider of solutions for companies, their attorneys and law firms
involved in Chapter 11 bankruptcy or class action litigation
proceedings.  Administar leverages parent company Computershare's
immense capabilities and expanded global reach.
Administar's engagements are staffed by teams of legal, financial and
technology professionals with extensive hands-on experience in
bankruptcy and class action administration.

                        About Computershare

Computershare (ASX:CPU) -- http://www.computershare.com-- is a global
leader in share registration, employee equity plans, proxy solicitation
and other specialized financial, governance, and communication services.
Many of the world's largest companies use the company's innovative
services to maximize the value of their relationships with investors,
employees, customers and members. Computershare has over 10,000
employees across the world and serves 14,000 corporations and 100
million shareholder and employee accounts in 17 countries across five
continents.


* Garden City Gets Jeffrey R. Miller for Reorganization Division
----------------------------------------------------------------
Jeffrey R. Miller has joined The Garden City Group, Inc.'s business
reorganization development team as a senior consultant. Mr. Miller has a
wide range of experience in managing multiple bankruptcy case
administrations nationwide.

Before joining GCG, Mr. Miller was a senior manager at BMC Group. His
responsibilities included working directly with company executives on
their needs during a Chapter 11 case, as well as oversight of the
consulting team and technology necessary for all aspects of case
administration, including noticing, schedule and sofa preparation,
claims reconciliation, solicitation and tabulation, distribution and
post-effective date work. Matters in which he was involved include W.R.
Grace, USA Capital Mortgage, American Commercial Lines and Wickes Inc.,
among others.

Additionally, Mr. Miller has managed virtual data rooms to support
creditor committees, 363 sales and exit financing.

Mr. Miller received his MBA from Pepperdine University, and he received
his Bachelor of Science degree from the University of Southern
California. He is a member of the American Bankruptcy Institute (ABI)
and the Turnaround Management Association (TMA).

"I am proud to be part of the GCG team and look forward to contributing
to the growth of our Business Reorganization Division as we continue to
expand our presence in the Midwest," said Miller.

GCG Executive Vice President and General Counsel, Karen Shaer commented,
"Adding Jeff to our business reorganization team is another example of
GCG's strong commitment to provide premier services nationwide to meet
our clients' needs."

The Garden City Group, Inc. -- http://www.gardencitygroup.com-- a
subsidiary of Crawford & Company, administers class action settlements,
designs legal notice programs, manages Chapter 11 administrations, and
provides expert consultation services.

Based in Atlanta, Georgia, Crawford & Company --
http://www.crawfordandcompany.com-- is the world's largest independent
provider of claims management and related solutions to the risk
management and insurance industry as well as self-insured entities, with
a global network of more than 700 locations in 63 countries. Major
service lines include property and casualty claims management; warranty
inspections; integrated claims and medical management for workers'
compensation; legal settlement administration, including class action
and bankruptcy claims administration; and risk management information
services. The Company's shares are traded on the NYSE under the symbols
CRDA and CRDB.


* Daniel Wiggins Joins MorrisAnderson as Consulting Manager
-----------------------------------------------------------
Daniel Wiggins has joined MorrisAnderson & Associates, Ltd.'s St. Louis
office as a consulting manager.

Larry Hennessy, MorrisAnderson principal, CFO, and head of the St. Louis
office, said, "I am very excited that Daniel has agreed to come on board
to help market our services to clients in St. Louis, Kansas City and the
surrounding areas.  Daniel has worked with MorrisAnderson for several
years and we are excited that he will now be working out of our St.
Louis office.  Daniel, with his extensive executive-level experience in
domestic and international companies, will be a great asset to us."

Throughout his career, Mr. Wiggins' primary responsibilities have
involved cash flow management, financing, strategy, business development
and information systems implementations, and he has led business
transaction processes.

As a consultant with MorrisAnderson, Mr. Wiggins uses a pragmatic
approach to forge stakeholder relationships that optimize business
continuity.  He has advised companies, equity investors and banks on
financing, performance enhancement, executive mentoring,
recapitalization transactions, divestitures and acquisitions, and
insolvency proceedings and out-of-court restructuring.  Mr. Wiggins has
worked with private equity groups to advise established and startup
companies on their business planning and placement of equity and debt
positions.

Most recently, Mr. Wiggins engineered an international manufacturing
company's restructuring that successfully concluded with an equity sale.
He also evaluated and advised the restructuring of the debt and equity
position of a private equity firm's investment in a technology company,
organized the financial forecast for a medical device manufacturer, was
sell-side adviser for a building materials manufacturer and distributor,
and was buy-side adviser for an international manufacturer's transaction
in North America.  He advised an automotive parts supplier's Chapter 11
bankruptcy and its ensuing 363 sale, and has evaluated and monitored the
collateral for a bank's distressed clients.  He also provides ongoing
performance and compliance advice for various companies.

Mr. Wiggins holds an MBA and a Bachelor of Science degree from the
University of Southern Mississippi.  He is a member of the Turnaround
Management Association and a Certified Treasury Professional alumnus.

                     More about MorrisAnderson

Chicago-based MorrisAnderson has offices in New York, Atlanta,
Milwaukee, Los Angeles, Cleveland and St. Louis.  The firm's service
offerings include performance improvement, financial advisory,
investment banking, interim management, lender services, turnarounds,
workouts, litigation support, valuation, information technology
services, and insolvency services and wind-downs.  MorrisAnderson
emphasizes hands-on involvement for companies with $20 million to $200
million in annual sales.


* Former U.S. Trustee Joins Traxi as Senior Managing Director
-------------------------------------------------------------
Former United States Trustee Kelly Beaudin Stapleton has joined Traxi,
LLC, as a Senior Managing Director in the firm's Corporate Restructuring
and Advisory Group.

Ms. Stapleton will be responsible for providing financial and business
advice to the firm's clients, building on Traxi's successful track
record.  She will also lead Traxi's office in the Wilmington,
Philadelphia, corridor.

Traxi Senior Managing Director Perry M. Mandarino said, "Kelly brings
invaluable insight into the bankruptcy and restructuring process and the
critical issues facing distressed companies, creditors and lenders in a
range of industries.  She will play a key role in the growth of our
Corporate Restructuring and Advisory Group.  Our success stems from the
senior-level attention that we provide our clients and Kelly's
experience adds a new dimension to our skill set."

As U.S. Trustee for Region 3, Ms. Stapleton was responsible for the
management of five federal agency offices and oversight of all
bankruptcies filed in Pennsylvania, New Jersey and Delaware.  She
supervised all of the Chapter 7 and 13 trustees, as well as Justice
Department staff, managing all aspects of the bankruptcy process
including first day motions, formation of creditors' committees, review
of professional retentions and fees, and appellate review.
Additionally, she was responsible for the engagement of outside
professionals in the appointments of trustees and examiners in Chapter
11 cases.

Ms. Stapleton was appointed the Trustee by Attorney General John
Ashcroft in 2005 and during her tenure oversaw significant
restructurings in the areas of:

     -- asbestos,
     -- consumer protection,
     -- corporate fraud,
     -- disclosure and professional fees,
     -- employee retention and bonus plans,
     -- subprime lending,
     -- retail,
     -- restaurant chains, and
     -- airlines.

Ms. Stapleton oversaw some of the largest cases ever filed in Region 3,
including W.R. Grace & Co., Armstrong World Industries, Congoleum
Corporation, Owens Corning, New Century Financial, Dura Automotive
Systems, Nellson Neutraceutical, American Business Financial Services,
e-Toys, Sharper Image Corporation, Lillian Vernon, Buffets and
Independence Air.

Ms. Stapleton said, "Traxi's client base and deep experience in advising
companies and creditors in distressed situations provides me with a
national platform to help companies and executives navigate the
challenging landscape of corporate restructuring."

The addition of Ms. Stapleton follows the recent hire of several
professionals to the firm's New York office including Rich Mgrdechian as
a Managing Director; Peter Hoberman as a Director; Kelly Sickles as a
Vice President and Rich Saltzman and Patricia Chernego as Associates.

Traxi's founding partner, Anthony Pacchia, said, "The addition of these
talented professionals to our team broadens the depth and breadth of our
capabilities and areas of expertise and will help us serve an expanding
national client roster."

                          About Traxi

New York City-based Traxi, LLC, -- http://www.traxi.com-- is a premier
special situation advisory firm and provider of value-enhancing business
solutions to companies, financial institutions, creditors' committees,
investors and government agencies. Areas of expertise include: Corporate
Restructuring and Advisory; Corporate Finance; Asset Recovery and
Portfolio Management; Dispute & Forensic Analysis and Fiduciary
Positions.


* 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 ***