TCR_Public/081009.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, October 9, 2008, Vol. 12, No. 241           

                             Headlines

ACE SECURITIES: Moody's Downgrades Ratings on 38 Certificates
ADVANCED MICRO: Moody's 'B2' Rating Unmoved by "Asset Smart" Deal
ALANCO TECH: Losses Insufficient Capital Cue Going Concern Doubt
ALION SCIENCE: Moody's Holds 'Caa1' Rating; Keeps Neg. Outlook
AMERICAN FIBERS: U.S. Trustee Forms 3-Member Creditors' Committee

AMERICAN HOME: Moody's Junks Rating on Class II-M2 Trusts
AMERICAN INTERNATIONAL: Gov't to Lend Firm Additional $37.8BB
AMERIGROUP CORP: Moody's Lifts Ratings on Better Settlement Deal
AMR CORPORATION: American Airlines Posts Lower September Traffic
ARTISTDIRECT INC: CCM Master, et al., Disclose 9.9% Equity Stake

ATHEROGENICS INC: Wants Chapter 7 Converted to Chapter 11 Case
ATHEROGENICS: List of 20 Largest Unsecured Creditors
ATLANTIS PLASTICS: Court Approves Sale of All Assets for $107.7MM
BILL HEARD: Wants Assets Sale Procedures Approved
BILL HEARD: Hires Document Specialists to Sell Stores

BLUE HOLDINGS: Reports $3.9 Million Net Loss for June 30, 2008
BYSYNERGY LLC: Files Disclosure Statement in Arizona
CALIFORNIA: May Seek $7 Billion Loan to Pay for Public Services
CALIFORNIA MOTOCROSS: Project to Proceed Despite Bankruptcy
CALIFORNIA OIL: Sells 4MM Shares to Carol McLeod for $200,000

CAPITAL GROWTH: Inks Bridge Note Purchase Agreement with Aequitas
CAPITOL HEALTH: Case Summary & 31 Largest Unsecured Creditors
CASCADES INC: Weakened Credit Metrics Prompt Moody's Neg. Outlook
C-BASS: Poor Collateral Performance Cues Moody's to Cut Ratings
CF HOSPITALITY: Obtains Final Approval for $8.2MM Financing

CHASE MORTGAGE: Moody's Reviews Ratings on 244 Tranches
CHEROKEE INTERNATIONAL: To Merge with Lineage Power Holdings
CHOCTAW RESORT: Moody's Chips CF and PD Ratings to B1 from B3
CROSS ATLANTIC: Court to Rule on Case Dismissal Bid in Two Weeks
DALTON CDO: Moody's Junks Ratings on Four Classes of Notes

DRIGGS FARMS: Court Sets October 22 Claims Bar Date
DRUID TOWN: Voluntary Chapter 11 Case Summary
ENERLUME ENERGY: Gilbert Rossomando Quits as Board Member
FORD MOTOR: Volvo Unit Will Lay Off 13% of Work Force
FORD MOTOR: German Unit to Cut Production, Lay Off 204 Workers

FREEDOM COMMS: Likely Covenant Breach Cues Moody's Ratings Cut
FREESTAR TECHNOLOGY: Delays Filing of Annual Report on Form 10-K
GEORGIA GULF: Inks 4th Supplemental Indenture with USBNA
GOODY'S FAMILY: Court Confirms 2nd Amended Chapter 11 Plan
GRANITE XPERTS: Case Summary & 20 Largest Unsecured Creditors

GS CDS: Moody's Trims $100MM Credit Rating on Poor Credit Quality
HCA INC: Richard Bracken to Replace Jack Bovender as CEO
HOMELAND SECURITY: Posts $259,374 Net Loss for Year Ended June 30
HOSPITAL PARTNERS: Hires Klee Tuchin as Bankruptcy Lawyers
HOSPITAL PARTNERS: Taps Pachulski as Bankruptcy Co-counsel

HOSPITAL PARTNERS: Taps Moore & Van Allen as Corporate Counsel
IBIS TECHNOLOGY: KMPG LLP Resigns as Principal Accountant
IDEAEDGE INC: Names Mark Sandson to Board of Directors
IGNIS PETROLEUM: Delays Annual Report Filing with SEC
IMPLANT SCIENCES: Delays Filing of Annual Report on Form 10-K

IMPLANT SCIENCES: Amends Laurus Securities Purchase Agreement
INCYTE CORPORATION: Wants to Withdraw 2006 Registration Statement
INDEVUS PHARMACEUTICALS: Visium Asset, et al., Hold 6.17% Stake
INNUITY INC: James Crisera Quits as President for Promotions Unit
INTEGRAL VISION: Grants Restricted Shares & Options to Executives

IRIDIUM SATELLITE: Moody's Holds Ratings; Changes Outlook to Dev.
JDA SOFTWARE: Moody's Rates Proposed $25MM Secured Revolver 'B1'
KIRBY OAKS: Gets Interim Authority to Access Cash Collateral
LANDSOURCE COMMUNITIES: TPC Membership Program Tops Agenda
LARRY GLETZER: Case Summary & Seven Largest Unsecured Creditors

LAWRENCE TOTTER: Case Summary & 20 Largest Unsecured Creditors
LEHMAN BROTHERS: Doesn't Need Financing Anymore, Panel Says
LEHMAN BROTHERS: Newport To Depose LBHI on Lost Transfers
LEHMAN BROTHERS: To Sell Eagle Energy to EDF for $230 Million
LEHMAN BROTHERS: Vanguard Wants Info on $500M LW-LLP Note Payment

LEHMAN BROTHERS: Vanguard, Aegon to Serve on Creditors' Committee
LPATH INC: Share Registration Statement Takes Effect
INTERSTATE BAKERIES: To Set $5 Million Trust for Unsec. Creditors
INTERSTATE BAKERIES: To Remove ABA Plan Obligations
MANTOLOKING CDO: Moody's Chips Ratings on Three Classes of Notes

MECHANICAL TECHNOLOGY: Names Rodney Tillinghast as Interim CFO
MERVYN'S LLC: Wants Civil Actions Removal Period Moved to Feb. 24
MERVYN'S LLC: Forever 21 Offers to Purchase 150 Stores
MERVYN'S LLC: Taps Hewitt Associates as Compensation Consultant
MERVYN'S LLC: Can Hire FTI Consulting as Financial Advisor

MERVYN'S LLC: Court OKs Traxi LLC as Litigation Financial Advisor
MERVYN'S LLC: Wants Ernst & Young to Provide Tax Services
MERVYN'S LLC: Wants Deloitte as Bankruptcy Reporting Advisors
MGM MIRAGE: Must Raise $1.2BB to Complete CityCenter Financing
MILA INC: Trustee Files Lawsuit; Says CEO Drained Company's Assets

MONROE CENTER: To File Plan Within Next 30 Days, Says Developer
NEONODE INC: Registration of 6,400,000 Shares Takes Effect
NEPTUNE CDO: Moody's Lowers Ratings on Three Note Classes to Ca
NEPTUNE INDUSTRIES: Delays Filing of Annual Report on Form 10-KSB
NEWBURY STREET: Credit Quality Slide Cues Moody's Ratings Cut

NORD RESOURCES: Wants Shares Deregistered After Warrants Expire
NOVELOS THERAPEUTICS: Deregisters Shares for Resale
NOWAUTO GROUP: Delays Filing of Annual Report on Form 10-K
NXT ENERGY: Annual Shareholders' Meeting Slated for October 23
PARCS MASTER: Moody's Lowers Rating on Class 2006-4 Trusts to Ba3

PHS GROUP: Grunberg Oil's $2.4MM Bid Declared as Top Offer
PRECISION OPTICS: Stowe & Degon Raises Going Concern Doubt
PRINCETON OFFICE: Court Okays Norris as Bankruptcy Counsel
RED VALLEY: Voluntary Chapter 11 Case Summary
REEVES-WILLIAMS LLC: In Default on $5.3 Million of Debt

REHRIG INT'L: Court Okays Gulf Atlantic as Financial Advisor
REHRIG INTERNATIONAL: Schedules Filing Deadline Moved to Nov. 4
REHRIG INTERNATIONAL: Court OKs Stephen Garcia as Lead Counsel
REHRIG INTERNATIONAL: Court OKs Duane Morris as Co-Counsel
RESERVE MANAGEMENT: Regulators Conduct Probe on Complaints

RITE AID: John Standley Returns as President and CEO
RITE AID: Board Approves 2009 Incentive Compensation Plan
RYLAND GROUP: Names CEO Larry Nicholson as President
SALOMON BROTHERS: Moody's Cuts Class M-5 Loan Rating to 'Caa1'
SEMGROUP LP: Court Okays Appointment of Producer Creditor Panel

SHEFFIELD CDO: Moody's Chips $19.5MM Class C Notes Rating to 'C'
SIMON WORLDWIDE: Greg Mays Replaces Anthony Kouba as CEO
SIRIUS XM: Names Dara Altman as Exec. VP and James Ryu as Sr. VP
SKY MERGER: Moody's Rates Proposed Senior Secured Notes 'Ba3'
SMART MODULAR: Moody's Cuts Notes Rating to 'B1' with Neg. Outlook

SMART-TEK SOLUTIONS: Delays Annual Report Filing with SEC
STAR-LEDGER: To Close Star-Ledger If No Agreement With Union
STAT AMBULANCE: Asks Court to Lift Stay to Prosecute Claim
STEVE & BARRY'S: Taps Clear Thinking as Advisor and Crisis Manager
STEVE & BARRY'S: Wants Lease Decision Period Moved to Feb. 4 2009

STEVE & BARRY'S: Wants Exclusivity Period Extended Until May 5
STRUCTURED ASSET: Moody's Lowers Ratings on 19 Tranches
SUN MEADOWS: Case Summary & 20 Largest Unsecured Creditors
TALLSHIPS FUNDING: Moody's Lowers Ratings on Expected Losses
TAMARACK RESORTS: Court to Rule on Case Dismissal Bid in Two Weeks

TERWIN MORTGAGE: Moody's Reviews 'Ba2' Rating on Class B-1 Trust
TEEVEE TOONS: Court Threatens To Appoint Trustee or Convert Case
THORNBURG MORTGAGE: Extends Exchange Offer Deadline to October 31
THORNBURG MORTGAGE: Inks Supplemental Indenture with Guarantors
THORNBURG MORTGAGE: Moody's Reviews Ratings on 54 Tranches

THREE STROKES: Case Summary & Six Largest Unsecured Creditors
TLC VISION: LASIK Decline Cues Moody's Rating Cut to B3 from B2
TOUSA INC: Court Urges Creditors to Work For Consensual Plan
TOWERS OF CORAL: Has Ties to 2007 Fraud Convictions of Paul Fraynd
TRONOX INC: Jonathan Gallenn Discloses 10.9% Stake

TRW AUTOMOTIVE: Guidance Withdrawal Cues Moody's Rating Review
VAIL RESORTS: Moody's Lifts CF and PD Ratings to 'Ba2' from 'Ba3'
VERSO TECH: $9.8MM Sale of 4 Businesses Raises $1.4MM In Cash
VPG INVESTMENTS: Judge to Rule on Bankruptcy in Two Weeks
WACHOVIA CORP: Wells-Citigroup Standstill Extended Until Friday

WASHINGTON MUTUAL: Section 341(a) Meeting Set for October 30
WAVE SYSTEMS: Selling 8% Convertible Stock to Raise Funds
WELLS FARGO: Moody's Puts Ratings on 638 Tranches Under Review
WM WRIGLEY: Moody's Cuts Debt Rating to 'Ba2' After Mars Deal
WOODSIDE GROUP: U.S. Trustee Objects to Salaries

YRC WORLDWIDE: Reaffirms Financial Forecast for Second Half 2008
YRC WORLDWIDE: Warns of Likely Impairment of Goodwill, Trade Names
ZAIS INVESTMENT: Moody's Cuts $33.5MM Cl. C Notes to Caa3 from B3

* Focus Management Selects Ellen Gordon as Managing Director

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

ACE SECURITIES: Moody's Downgrades Ratings on 38 Certificates
-------------------------------------------------------------
Moody's Investors Service has downgraded 38 certificates from
seven transactions issued by ACE Securities Corp. Home Equity Loan
Trust.  The transactions are backed by second lien loans. The
certificates were downgraded because the bonds' credit enhancement
levels, including excess spread and subordination were low
compared to the current projected loss numbers at the previous
rating levels.

The actions take into account the continued and worsening
performance of transactions backed by closed-end-second
collateral.  Substantial pool losses of over the last few months
have eroded credit enhancement available to the mezzanine and
senior certificates.  Despite the large amount of write-offs due
to losses, delinquency pipelines have remained high as borrowers
continue to default.

Complete rating actions are:

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
ASL1

  -- Cl. A, Downgraded to B3 from Aaa
  -- Cl. M-1, Downgraded to C from A2
  -- Cl. M-2, Downgraded to C from Baa2
  -- Cl. M-3, Downgraded to C from Ba1
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
SL1

  -- Cl. A, Downgraded to B1 from Aa2
  -- Cl. M-1A, Downgraded to C from Baa2
  -- Cl. M-1B, Downgraded to C from Baa2
  -- Cl. M-2, Downgraded to C from Caa1
  -- Cl. M-3, Downgraded to C from Caa3
  -- Cl. M-4, Downgraded to C from Ca

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
SL2

  -- Cl. A, Downgraded to Ca from B1
  -- Cl. M-1, Downgraded to C from Caa3

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
SL3

  -- Cl. A-1, Downgraded to Ca from Ba3
  -- Cl. A-2, Downgraded to Ca from Ba3
  -- Cl. M-1, Downgraded to C from Caa2
  -- Cl. M-2, Downgraded to C from Ca

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
SL4

  -- Cl. A-1, Downgraded to Caa1 from A3
  -- Cl. A-2, Downgraded to Caa2 from A3
  -- Cl. A-3, Downgraded to Caa2 from A3
  -- Cl. M-1, Downgraded to C from Ba3
  -- Cl. M-2, Downgraded to C from Caa2
  -- Cl. M-3, Downgraded to C from Caa3
  -- Cl. M-4, Downgraded to C from Ca

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2007-
ASL1

  -- Cl. A-1, Downgraded to Caa1 from Ba3
  -- Cl. A-2, Downgraded to Ca from Ba3
  -- Cl. M-1, Downgraded to C from Caa1
  -- Cl. M-2, Downgraded to C from Caa2
  -- Cl. M-3, Downgraded to C from Caa3
  -- Cl. M-4, Downgraded to C from Ca

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2007-
SL1

  -- Cl. A-1, Downgraded to B3 from Baa1
  -- Cl. A-2, Downgraded to Ca from Baa1
  -- Cl. M-1, Downgraded to C from Caa1
  -- Cl. M-2, Downgraded to C from Caa3
  -- Cl. M-3, Downgraded to C from Ca


ADVANCED MICRO: Moody's 'B2' Rating Unmoved by "Asset Smart" Deal
-----------------------------------------------------------------
Moody's Investors Service said that Advanced Micro Devices' B2
corporate family rating and negative outlook are not affected by
the announcement that the company has reached an agreement related
to its long awaited "asset smart" strategy.  AMD's current rating
and outlook reflect a downgrade to B2 from B1 on August 11, 2008.

The agreement calls for AMD to receive $700 million in cash by
forming a manufacturing joint venture with the Advanced Technology
Investment Company of Abu Dhabi while the Mubadala Development
Company invests an additional $314 million in AMD common stock.  
Mubadala currently owns approximately 8% of AMD following an
initial equity investment in October 2007.  The joint venture will
also assume approximately $1.1 billion of AMD's debt.

Moody's senior vice president, Richard Lane, said that "key
positive aspects to the proposed transaction include a meaningful
boost to AMD's liquidity, some debt reduction, and importantly, a
significant reduction in AMD's capital expenditure requirements
post closing."

Presuming that the company demonstrates operational progress in
the third and fourth quarters of fiscal 2008 and is able to close
the transaction within the framework that it has described,
Moody's said that the rating outlook could be stabilized.  
Conversely, the ratings could be reviewed for possible downgrade
to the extent that operational progress fails to materialize
and/or if the transaction is not consummated.

Advanced Micro Devices, Inc., headquartered in Sunnyvale,
California, is the world's second largest designer and
manufacturer of microprocessors.  With an approximate 20% unit
share of the microprocessor market, AMD generated $6.3 billion of
revenues for the 12 months ended June 2008.


ALANCO TECH: Losses Insufficient Capital Cue Going Concern Doubt
----------------------------------------------------------------
Phoenix-based Semple, Marchal & Cooper, LLP, expressed substantial
doubt about Alanco Technologies, Inc.'s ability to continue as a
going concern after it audited the company's financial statements
for the year ended June 30, 2008.  According to the auditing firm,
the company has suffered recurring losses from operations,
anticipates additional losses in the next year, and has
insufficient working capital as of June 30, 2008 to fund the
anticipated losses.

The company posted a net loss attributable to common stockholders
of $9,748,600 on net sales of $17,211,000 for the year ended
June 30, 2008, as compared with a net loss attributable to common
stockholders of $5,871,700 on net sales of $18,474,100 in the
prior year.

                     Management Statement

The company incurred significant losses and negative cash flows
from operations during fiscal year ended June 30, 2008, and in
prior fiscal years, and anticipates additional losses and negative
cash flows in early fiscal year 2009.  These factors, as well as
the uncertain conditions that the company faces regarding its
ability to secure significant contracts for the TSI PRISM
installations and StarTrak products, creates an uncertainty about
the company's ability to finance its operations and remain a going
concern.  

Although management cannot assure that future operations will be
profitable or that additional debt or equity capital will be
raised, management believes cash balances at June 30, 2008, of
around $726,900 and the raising of around $2,500,000 of additional
equity capital and $500,000 increase in the company's line of
credit subsequent to the end of fiscal 2008 will provide adequate
capital resources to maintain the company's net cash requirements
for the next year.  However, if additional working capital is
required and not obtained through long-term debt, equity capital
or operations, it could adversely affect future operations.

Management has historically been successful in obtaining financing
and has demonstrated the ability to implement a number of cost-
cutting initiatives to reduce working capital needs.  The company
requires and continues to pursue additional capital for growth and
strategic plan implementation.

                Liquidity and Capital Resources

The company's current assets exceeded current liabilities by
$759,300 at June 30, 2008, representing a current ratio of 1.1
to 1.  That was a significant improvement when compared with June
30, 2007, when the company's current liabilities exceeded current
assets by $248,300, resulting in negative working capital and a
current ratio of .97 to 1.

Net cash used in investing activities during the current year was
$90,500 compared with net cash provided from investing activities
of $576,000, a decrease of $666,500, from the previous year.  The
current year decrease was due primarily to cash from sale of
assets held for sale at June 30, 2007, of $747,400.

Net cash provided by financing activities during fiscal year ended
June 30, 2008, amounted to $6,820,800 compared with $5,965,000 for
the prior year.  Significant items for the current year include
$5,090,900 in net proceeds from the sale of common stock,
$2,733,600 in net proceeds from the sale of preferred stock,
reduced by net repayment on borrowing of $997,100.  Significant
items for fiscal year 2007 include $3,112,400 in net proceeds from
the sale of common stock and $2,852,600 in net new borrowing
(primarily $4 million term loan offset by debt repayment).

The company had a $2,000,000 line of credit balance under a $2
million line of credit agreement with a private trust that was
last amended, prior to June 30, 2008, effective Feb. 26, 2008.  
The secured line of credit is based upon accounts receivable and
inventory values, and is secured by substantially all assets of
the company.  The line of credit has an interest rate of prime
plus 3% (8.0% at June 30, 2008).  Under the amended line of credit
agreement, the company must maintain a balance due under the line
of at least $1,500,000 through June 2009. Due to the minimum
borrowing requirement and the July 2010 expiration, the balance
due is presented at June 30, 2008, and 2007 as notes payable, long
term.

Considering the company's working capital position at year-end and
the projected cash requirements to fund operations, management
estimates that the year-end cash balance of $726,900 would have
been adequate to meet cash requirements for around a three-month
period.  Subsequent to year-end, the company completed additional
financings of around $2,500,000.

                       Balance Sheet

At June 30, 2008, the company's balance sheet showed $29,096,900
in total assets, $11,561,600 in total liabilities, $900,500 in
Series B convertible preferred stock, and $16,634,800 in total
stockholders' equity.  

The company's consolidated balance sheet at June 30, 2008, showed
$8,671,600 in total current assets available to pay $7,912,300 in
total current liabilities.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?3371
            
                    About Alanco Technologies

Headquartered in Scottsdale, Ariz., Alanco Technologies, Inc.
(Nasdaq: ALAN) -- http://www.alanco.com/-- is a provider of  
wireless tracking and asset management solutions through its
StarTrak Systems and Alanco/TSI PRISM subsidiaries.


ALION SCIENCE: Moody's Holds 'Caa1' Rating; Keeps Neg. Outlook
--------------------------------------------------------------
Moody's Investors Service has upgraded the speculative grade
liquidity rating of Alion Science and Technology Corporation to
SGL-3 from SGL-4.  All other ratings, including Alion's Caa1
corporate family and probability of default ratings, have been
affirmed.  The rating outlook remains negative.

The SGL rating upgrade reflects Alion's recently improved
liquidity profile and positive working capital management
developments.  On August 29, 2008 Alion amended a seller note and
rights agreement that, among other changes, extended the maturity
of and reduced the near-term cash interest rate on approximately
$55 million of subordinated notes.  On October 2, 2008 Alion
amended its TL-B senior secured credit facility which, among other
changes, loosened upcoming financial covenant test ratios.  

The company has made significant progress with its receivables
collections practices during the second half of FY2008 which
enabled Alion to repay all borrowings under its $50 million
revolving credit line as of September 30, 2008.  The impact of the
amendments and the enhanced liquidity cushion that now exists
bodes well for the company's prospects to meet its operational
cash needs and to avoid the tight liquidity predicament which
arose earlier in FY2008.

Although the company's liquidity profile has improved, the
corporate family and probability of default ratings remain Caa1
and the outlook remains negative, reflecting a highly leveraged
capital structure, and the August 2009 expiration of Alion's $50
million revolving credit line.  Furthermore, with its current debt
load, in order to generate a meaningful level of free cash flow
the company must further grow its revenue base while improving and
sustaining better working capital management. Alion's good funded
backlog level and the high level of contract bids pending might
enable such performance gains.

However, little room for error will exist due to higher cash
interest requirements upcoming, an expectation of tight financial
covenant headroom, the unpredictability of government payment
practices, and the possibility that employee stock option
distribution requests could also consume cash.

The ratings would likely be revised downward if the company
struggles to replace its revolving credit facility in coming
months, if Alion's performance level declines, or if the potential
for a covenant breach rises.  Should the company successfully
replace its revolving credit line and attain both higher earnings
and a materially higher level of free cash flow, the ratings or
outlook could improve.

In addition to the mentioned rating affirmations, these
affirmations have occurred:

  -- $50 million senior secured revolver due 8/09 . . . B1 LGD2,
     18%

  -- $240 million senior secured term loan B due 6/13 . . . B1
     LGD2, 18%

  -- $250 million senior unsecured 10.25% notes due 2/15 . . .
     Caa2 LGD5, to 70% from 71%

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis. Particular areas of expertise include naval architecture
and engineering, communications, wireless technology, netcentric
warfare, modeling and simulation, chemical and biological warfare,
and program management.  Revenues for the 12 months ended
June 30, 2008 were $742 million.


AMERICAN FIBERS: U.S. Trustee Forms 3-Member Creditors' Committee
-----------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Trustee for
Region 3 formed the Official Committee of Unsecured Creditors of
American Fibers & Yarns Co. and affiliate AFY Holdings Co. with
three members, one of which is packaging maker Sonoco Products Co.

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 HOME: Moody's Junks Rating on Class II-M2 Trusts
---------------------------------------------------------
Moody's Investors Service has downgraded 4 certificates from
American Home Mortgage Investment Trust 2005-SD1.  The
certificates were downgraded because the bonds' credit enhancement
levels, including excess spread and subordination were low
compared to the current projected loss numbers at the previous
rating levels.

The actions take into account the continued and worsening
performance of transactions backed by closed-end-second
collateral.  Substantial pool losses of over the last few months
have eroded credit enhancement available to the mezzanine and
senior certificates.  Despite the large amount of write-offs due
to losses, delinquency pipelines have remained high as borrowers
continue to default.

Complete rating actions are:

Issuer: American Home Mortgage Investment Trust 2005-SD1

  -- Cl. II-A1, Downgraded to Aa3 from Aaa
  -- Cl. II-M1, Downgraded to Ba1 from A2
  -- Cl. II-M2, Downgraded to Ca from Ba2
  -- Cl. II-M3, Downgraded to C from Ca


AMERICAN INTERNATIONAL: Gov't to Lend Firm Additional $37.8BB
-------------------------------------------------------------
Liam Pleven, Sudeep Reddy, and Carrick Mollenkamp at The Wall
Street Journal report that the federal government said on
Wednesday it would lend $37.8 billion to American International
Group Inc.

WSJ relates that with the additional loan, the government raised
by almost 50% the amount it could lend to AIG as concerns that the
firm could once again run short on cash appeared to increase.

AIG's domestic life insurance subsidiaries have entered into a
securities lending agreement with the Federal Reserve Bank of New
York.  Under the Securities Lending Agreement, the Federal Reserve
will borrow, on an overnight basis, investment grade fixed income
securities from the AIG subsidiaries in return for cash
collateral.  As expected, drawdowns under the existing Federal
Reserve credit facility have been used, in part, to settle
securities lending transactions.  The New York Fed is prepared to
borrow securities to extend AIG's currently outstanding lending
obligations where those obligations are not rolled over or
replaced by transactions with other private market participants.  
These borrowings by the Federal Reserve will allow AIG to
replenish liquidity to the securities lending program on an as-
needed basis, while providing possession and control of these
third-party securities to the Federal Reserve.  As of Oct. 6,
2008, about $37.2 billion of securities were subject to loans
under AIG's securities lending program.

WSJ relates that AIG incurred losses stemming from complex credit
derivatives that helped lead to the firm's downfall and faces
extensive losses from a program that involves securities used to
back up life-insurance policies in its regulated subsidiaries.  
WSJ states that under the program, AIG lent out securities to
third parties and received collateral in return. AIG, according to
the report, had invested some of that collateral in other assets
that devaluated.  The reports states that AIG was sometimes unable
to lend the securities back for fresh collateral.

WSJ reports that it was revealed during a congressional hearing on
Tuesday, where two former AIG CEOs were questioned on the firm's
downfall, that the company spent over $440,000 at a California
resort for a gathering of insurance agents for one of its life-
insurance subsidiaries, after the firm secured the $85 billion
loan from the Federal Reserve.

AIG's Chairperson and CEO Edward M. Liddy sent a letter to the
U.S. Treasury Secretary Henry M. Paulson to clarify the
circumstances of the business event held by an AIG subsidiary
which was discussed during the hearing by the House Committee on
Oversight and Government Reform.  The event, said Mr. Liddy, was
mischaracterized as an "Executive Retreat."  It was held by one of
AIG's insurance subsidiaries for independent life insurance
agents, not for AIG employees.  These agents were top business
producers for the company, and of the more than 100 attendees,
only 10 were employees of the AIG subsidiary who were there to
represent their company.  No AIG executives from headquarters
attended.  The meeting was planned months before the Federal
Reserve's loan to AIG.

Mr. Liddy assured Secretary Paulson that AIG now faces very
different challenges, and "that we owe our employees and the
American public new standards and approaches."  Mr. Liddy assured
Secretary of the Treasury Paulson that AIG is "reevaluating the
costs of all aspects of our operations in light of the new
circumstances in which we are all operating."

Mr. Liddy concluded, that "AIG is focused on doing what is
necessary to address our capital structure, repay the Fed credit
facility and emerge as a healthy global insurer.  In the meantime,
our insurance businesses continue to operate normally and satisfy
the needs of our policy holders."

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

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

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

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

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

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

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

                        *     *     *          

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

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


AMERIGROUP CORP: Moody's Lifts Ratings on Better Settlement Deal
----------------------------------------------------------------
Moody's Investors Service has upgraded the senior debt rating of
AMERIGROUP Corporation's senior secured credit facility to Ba2
from Ba3.  Moody's also upgraded AMERIGROUP's corporate family
rating to Ba3 from B1 and the insurance financial strength ratings
of AMERIGROUP Texas Inc., AMERIGROUP MD Inc., AMERIGROUP FL Inc.,
and AMERIGROUP NJ to Baa3 from Ba1.  The outlook on the ratings is
stable.

The rating agency said that the upgrade reflects the better than
expected terms of the settlement agreement AMERIGROUP finalized in
August with respect to a qui tam action filed against the company.  
In settling the action, the company paid out approximately
$100 million less than the March 2007 $334 million court judgment
against the company.  In addition, AMERIGROUP indicated its
intention to reduce the amount outstanding on its credit facility
by approximately half before the end of the year.

Moody's also stated that when AMERIGROUP's ratings were assigned
in March 2007, they reflected the risk that the company may be
subject to greater regulatory scrutiny, investigation, action, and
litigation, or may be excluded from bidding on future state or
federal business as a result of the qui tam judgment.  According
to Moody's, this risk has been reduced by language in the
settlement agreement that releases the company from further civil
and administrative monetary claims and penalties.

In addition, the office of the Inspector General of the Department
of Health and Human Services has agreed not to exclude AMERIGROUP
from Medicare, Medicaid, or other Federal health care programs in
connection with the qui tam charges.  Moody's noted that in 2008
the company has successfully renewed its Medicaid program in
several states and been awarded additional business in Florida,
New Mexico and Nevada.

The rating agency said that the ratings could be upgraded if NAIC
RBC rises above 175% of company action level, net margins improve
to 3.5%, and if there is continued expansion into new geographies
or introduction of new products in existing states.  However, if
there is a loss or impairment of one or more of AMERIGROUP's
Medicaid contracts, EBIT to interest expense falls below 6x, debt
to EBIT increases above 4x, or if net after-tax margins fall below
2%, then Moody's said the ratings could be lowered.

These ratings were upgraded with a stable outlook:

  * AMERIGROUP Corporation -- senior secured debt rating to Ba2
    from Ba3; corporate family rating to Ba3 from B1;

  * AMERIGROUP Texas, Inc. -- insurance financial strength rating
    to Baa3 from Ba1;

  * AMERIGROUP Maryland, Inc. -- insurance financial strength
    rating to Baa3 from Ba1;

  * AMERIGROUP Florida, Inc. -- insurance financial strength
    rating to Baa3 from Ba1;

  * AMERIGROUP New Jersey, Inc. -- insurance financial strength
    rating to Baa3 from Ba1.

AMERIGROUP Corporation is headquartered in Virginia Beach,
Virginia.  For the first six months of 2008, total revenue was
$2.2 billion with medical membership as of June 30, 2008 of
approximately 1.7 million.  As of June 30, 2008 the company
reported shareholders' equity of $774 million.

Moody's health insurance financial strength ratings are opinions
about the ability of life and health insurance companies to
punctually repay senior policyholder claims and obligations.

Moody's corporate family rating is an opinion of a corporate
family's ability to honor all of its financial obligations and is
assigned to a corporate family as if it had a single class of debt
and a single consolidated legal entity structure.


AMR CORPORATION: American Airlines Posts Lower September Traffic
----------------------------------------------------------------
AMR Corporation disclosed in a Securities and Exchange Commission
filing that American Airlines reported a September load factor of
76.6%, a decline of 1.8 points versus the same period last year.
Traffic decreased 9.1% and capacity decreased 7.0% year over year.

Domestic traffic decreased 11.7% year over year on 9.4% less
capacity. International traffic decreased by 4.8% relative to last
year on a capacity decrease of 2.7%.

American boarded 6.8 million passengers in September.

A copy of AMR's comparative preliminary traffic summary is
available for free at http://researcharchives.com/t/s?338f

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                           *     *     *

As reported in the Troubled Company Reporter on August 5, 2008,
the TCR said that Moody's Investors Service downgraded the
Corporate Family and Probability of Default Ratings of AMR Corp.
and its subsidiaries to Caa1 from B2, and lowered the ratings of
its outstanding corporate debt instruments and certain equipment
trust certificates and Enhanced Equipment Trust Certificates of
American Airlines Inc.  The company still carries Moody's Negative
Outlook.

As reported by the Troubled Company Reporter on September 9, 2008,
Michael Lowry, project manager for AVIATION WEEK's latest Top-
Performing Companies report, said American Airlines, among other
carriers, at high risk of bankruptcy in 2009.


ARTISTDIRECT INC: CCM Master, et al., Disclose 9.9% Equity Stake
----------------------------------------------------------------
CCM Master Qualified Fund, Ltd., Coghill Capital Management, LLC,
and Clint D. Coghill disclosed in a Securities and Exchange
Commission filing that they may be deemed to beneficially own
1,943,757 shares of ARTISTdirect Inc.'s common stock, representing
9.9% of the shares issued and outstanding.

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.


ATHEROGENICS INC: Wants Chapter 7 Converted to Chapter 11 Case
--------------------------------------------------------------
AtheroGenics Inc. asks the United States Bankruptcy Court for the
Northern District of Georgia to convert its Chapter 7 liquidation
proceeding to a case under Chapter 11 of the Bankruptcy Code.

The Debtor says it elects to exercise its rights to convert the
case, citing Section 706(a) of the Bankruptcy Code, which gives
the Debtor an absolute on-time right to convert a Chapter 7
case to a Chapter 11 case.  The Debtor argues that its case has
not been converted and it is eligible to be a debtor under Chapter
11.

According the Debtor's regulatory filing with the Securities and
Exchange Commission on Oct. 7, 2008, the bankruptcy filing became
necessary as a result of its substantial debt burden, which
created a significant impediment to its ability to effectively
develop its primary asset, AGI-1067.

During the bankruptcy proceedings, the Debtor expects to sell the
company and its key assets.  The proceeds from any transactions
will be distributed to the company's stakeholders including its
creditors.  Before the sale process, the Debtor cannot forecast
the amount of these proceeds or whether the combination of sale
proceeds and cash on hand will exceed its liabilities.  Therefore,
the company cannot predict whether or not any proceeds will be
distributed to shareholders.

"We believe that the Chapter 11 filing is a necessary step in
response to the creditors' involuntary liquidation petition," said
Russell M. Medford, M.D., Ph.D., President and Chief Executive
Officer of AtheroGenics.  "We remain hopeful that AGI-1067 will
ultimately continue to be developed, as we believe that it has
real potential to be the first diabetes treatment that could
reduce serious cardiovascular events. There remains a significant
medical need and commercial opportunity for a drug with this
profile," Mr. Medord continued.

Merriman Curhan Ford and Co. has been retained by the Debtor to
assist with the sale of its assets.

Several noteholders -- including AQR Absolute Return Master
Account, L.P.; CNH CA Master Account, L.P.; Tamalpais Global
Partner Master Fund, LTD; Tang Capital Partners, LP; and Zazove
High Yield Convertible Securities Fund, L.P. -- filed on Sept. 15,
2008, an involuntary petition placing the Debtor under Chapter 7.

The noteholders hold roughly $20.4 million of the Debtor's 4-1/2%
convertible notes due 2008, which the Debtor failed to repay when
it came due on Sept. 2, 2008.

                        About AtheroGenics

Headquartered in Alpharetta, Georgia, AtheroGenics Inc. --
http://www.atherogenics.com/-- is a research-based
pharmaceutical company focused on the discovery, development
and commercialization of drugs for the treatment of chronic
inflammatory diseases, including diabetes and coronary heart
disease. It has one late stage clinical drug development program.   

E. Penn Nicholson, Esq., at Powell Goldstein LLP, and James H.
Millar, Esq., Melanie J. Dritz, Esq., and Thomas W. White, Esq.,
at Wilmer Cutler Pickering Hale And Dorr LL, represent the
petitioners.  The Debtor selects James A. Pardo, Jr., Esq., and
Michelle Carter, Esq., at King & Spalding, as its counsel.

Interested party The Bank of New York Mellon, fka The Bank of New
York, is represented by John D. Elrod, Esq., at Greenberg,
Traurig, LLP.

As of June 30, 2008, AtheroGenics had $72.41 million in total
assets, $294.57 million in total liabilities, resulting in
$222.17 million in shareholders' deficit.


ATHEROGENICS: List of 20 Largest Unsecured Creditors
----------------------------------------------------
AtheroGenics Inc. delivered to the United States Bankruptcy Court
for the Northern District of Georgia a list of its 20 Largest
Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bank of New York               2012 Bonds            $200,000,000
Mellon f/k/a Bank of
New York - Trustee

Attn: John D. Elrod
Greenberg Traurig, LLP
3290 Northside Parkway
Suite 400
Atlanta, GA 30327
Tel: (678) 553-22593

Bank of New York                2011 Bonds           $71,898,00
Mellon f/k/a Bank of
New York - Trustee

Attn: John D. Elrod
Greenberg Traurig, LLP
3290 Northside Parkway
Suite 400
Atlanta, GA 30327
Tel: (678) 553-22593

Bank of New York                2008 Bonds           $30,500,000
Mellon f/k/a Bank of
New York - Trustee

Attn: John D. Elrod
Greenberg Traurig, LLP
3290 Northside Parkway
Suite 400
Atlanta, GA 30327
Tel: (678) 553-22593

PPD Global Center Labs          Trade                $667,863
Attn: Nancy Taylor
2 Tesseneer Dr
Highlands Heights, KY
41076-9167
Tel: (859) 442-1248

Revenu Quebec                   Trade                $325,000          
Christian Lafantaine
Secteur C65-6a                   
Quebec, Canada G1N 4v5           
Tel: (418) 652-6541

Aptuit                          Trade
$115,000                                    

Heart Drug Research             Trade                $83,124        

PPD Development                 Trade                $45,000

Georgia Natural Gas             Trade                $11,000

Linc Mechanical-Alpharetta      Trade                $5,206

Georgia Power                   Trade                $5,000

Artlite Office Supply           Trade                $1,500

Iron Mountain                   Trade                $1,500

Gibbs Landscape Co              Trade                $1,434

AT&T-NJ                         Trade                $1,000


American Stock Transfer         Trade                $1,000

American Building Services      Trade                $1,000

Lookout Leasing                 Machine Lease        $650

Allied Waste Service            Trade                $600

Aramark Refreshment Services    Trade                $500

                        About AtheroGenics

Headquartered in Alpharetta, Georgia, AtheroGenics Inc. --
http://www.atherogenics.com/-- is a research-based
pharmaceutical company focused on the discovery, development
and commercialization of drugs for the treatment of chronic
inflammatory diseases, including diabetes and coronary heart
disease. It has one late stage clinical drug development program.   

E. Penn Nicholson, Esq., at Powell Goldstein LLP, and James H.
Millar, Esq., Melanie J. Dritz, Esq., and Thomas W. White, Esq.,
at Wilmer Cutler Pickering Hale And Dorr LL, represent the
petitioners.  The Debtor selects James A. Pardo, Jr., Esq., and
Michelle Carter, Esq., at King & Spalding, as its counsel.

Interested party The Bank of New York Mellon, fka The Bank of New
York, is represented by John D. Elrod, Esq., at Greenberg,
Traurig, LLP.

As of June 30, 2008, AtheroGenics, Inc. had $72.41 million in
total assets, $294.57 million in total liabilities, resulting in
$222.17 million in shareholders' deficit.


ATLANTIS PLASTICS: Court Approves Sale of All Assets for $107.7MM
-----------------------------------------------------------------
The Hon. Paul W. Bonapfel of the United States Bankruptcy Court
for the Northern District of Georgia approved acquisition of
substantially all of the assets of Atlantis Plastics Inc.'s:

  -- plastic films division to AEP Industries Inc. for
     approximately $87,000,000, and

  -- molded products division to Custom Plastic Solutions, LLC, an
     affiliate of Monomoy Capital Partners, L.P. Monomoy Capital
     Partners for approximately $20,700,000.

The Debtor said Custom Plastic was the successful bidder for the
molded products in the October 2 auction.  No auction auction
occurred for the film division, as no qualified bids were
received.

The Debtor expects that both sales will close by the end of this
month.

In connection with the sales, the Court also approved the Debtors'
wind-down budget and establishment of certain accounts.  Monies
will be reserved from the closing purchase price to fund certain
separate accounts in the aggregate:

  a) $916,177 to fund unpaid amounts for the
     management program and severance plan;

  b) an amount equal to the reserve amount of $4,058,774 to be
     maintained in accordance with the final DIP order;

  c) $1,095,000 to fund unpaid administrative expense of the
     Debtors' estates incurred on or after their bankruptcy
     filing;

  d) $3,000,000 to fund unpaid pre-carve-out triggers dates
     expenses and fees of the United States Trustee incurred
     through after the closing dates; and

  e) $1,114,000 to fund any administrative expenses of the
     Debtors' including fees and expenses of their professionals.

"We are pleased with the culmination of the process, which
commenced in January of this year," Bud Philbrook, CEO and
President of Atlantis Plastics, Inc., stated.  "We are
particularly gratified that our employees will have good homes
with both AEP and Monomoy Capital." He added.

"We certainly expect that the customers of Atlantis Plastics will
continue to enjoy relationships with organizations that believe in
solutions innovation and industry-leading product quality and
service, at a level consistent with that which they have grown
accustomed to," Mr. Philbrook said.  "We also anticipate that
suppliers will have the opportunity to grow with the new owners,"
he continued.

A full-text copy of the Debtors' wind-down budget is available for
fee at http://ResearchArchives.com/t/s?3399

A full-text copy of the asset purchase agreement dated Aug. 9,
2008, between the Debtors' and Custom Plastic Solutions LLC is
available for free at http://ResearchArchives.com/t/s?339c

A full-text copy of the asset purchase agreement dated Aug. 9,
2008, between the Debtors' and AEP Industries Inc. is available
for free at http://ResearchArchives.com/t/s?339d

                       About Atlantis Plastics

Atlanta, Georgia-based Atlantis Plastics, Inc. (OTC:ATPL.PK)
manufactures specialty polyethylene films and molded and extruded
plastic components used in a variety of industrial and consumer
applications.

It filed its Chapter 11 petition on Aug. 10, 2008 (Bankr. N.D. Ga.
Case Nos. 08-75473 through 08-75481) together with Atlantis
Plastics, Inc., Atlantis Plastic Films, Inc., Atlantis Films,
Inc., Atlantis Molded Plastics, Inc., Atlantis Plastics Injection
Molding, Inc., Extrusion Masters, Inc., Linear Films, Inc., Pierce
Plastics, Inc., and Rigal Plastics, Inc.

David B. Kurzweil, Esq., at Greenberg Traurig, LLP, represents the
Debtors in their restructuring efforts.  They listed assets
between of $100 million and $500 million and debts of between
$100 million and $500 million.  The Debtors owe The Bank of New
York $75 million in unsecured loan and Equistar $1 million in
unsecured trade debt.

As of September 2007, Atlantis Plastics had $214 million in total
assets, $255 million in total liabilities, and $41 million in
stockholders' deficit.


BILL HEARD: Wants Assets Sale Procedures Approved
-------------------------------------------------
Bill Rochelle of Bloomberg News reports that Bill Heard
Enterprises, Inc., and its debtor-affiliates asked the U.S.
Bankruptcy Court for the Northern District of Alabama to approve
procedures to sell their assets.

The Court has scheduled a hearing for approving the procedures on
Oct. 10, 2008.

The Debtors, according to the report, say two of the three lenders
financing inventory agreed to provide cash to facilitate an
"orderly liquidation."  Prospective buyers must win approval from
General Motors Corp. to take over a dealership, according to the
report.  The buyer can purchase the unsold autos at the location
being acquired, under proposed sale procedures, according to the
report.

The Debtors' request didn't include dates for the auction or the
submission of bids, according to the report.

                         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.


BILL HEARD: Hires Document Specialists to Sell Stores
-----------------------------------------------------
Chicago-based Development Specialists Inc. has been hired by Bill
Heard Enterprises to negotiate the sale of the dealerships,
including the flagship store in Columbus, the Ledger-Inquirer
(Columbus, Georgia) reported.

Bill Heard Enterprises, once one of the largest Chevrolet dealers
in the nation, closed all of its stores Sept. 24, putting 2,700
people out of work.  On Sept. 28, the company filed for Chapter 11
bankruptcy protection.

According to the report, DSI Agent Fred Caruso said that it has
set a 45-day timetable to close the sale of all the stores and
obtain bankruptcy court approval.  DSI was hired before the
bankruptcy to handle the liquidation of dealerships, Mr. Caruso
said.

"My primary role in the Bill Heard bankruptcy is to sell as many
of the Bill Heard dealerships located in Georgia, Florida,
Alabama, Arizona, Texas and Tennessee as 'turn key' operations as
possible," Mr. Caruso said, according to the report.  "If
successful, it is my hope that many of the former employees will
have new job opportunities and that this process will maximize the
resulting sale proceeds for creditors."

The report adds that all deals must be approved by Bankruptcy
Court Judge Jack Caddell and General Motors, Chevrolet's parent
company.  The goal is to submit the offers to Judge Caddell for
his approval by Oct. 14, Mr. Caruso said.

"There have been expressions of interest in many locations," Mr.
Caruso said.  "On a location-by-location basis, we will submit the
best offer for court approval."

Mr. Caruso would not discuss potential offers on specific
dealerships, including Columbus, the report notes.

As for the company's flagship store location in Columbus, the sale
of the dealership will involve multiple transactions, Mr. Caruso
said.  The dealership, even though it ceased operations last week,
is owned by Heard Enterprises.  The nearly 25-acre lot on
Manchester Expressway is owned by Twentieth Century Land Corp.  
Bill Heard Jr. is chief executive officer of Heard Enterprises and
Twentieth Century Land Corp.

The mortgage on the Columbus car property is held by Columbus Bank
& Trust Co., Mr. Caruso said.

"In most cases the dealership is owned by one legal entity and the
land by another," Mr. Caruso said, according to the report.  "The
two will be sold hand in hand."

The report relates that two local groups have publicly expressed
an interest in buying the Columbus dealership.  Former Bill Heard
Cadillac General Manager Chris French has put together an
investment group to make an offer on the dealership.  Carl
Gregory, who has owned a Columbus Chrysler, Honda and Jeep
dealership for two decades, tried to buy the dealership before
Heard filed for bankruptcy.

As part of the bankruptcy, Heard Enterprises borrowed
$6.716 million from GMAC, the company that cut off credit in
August.  The loan will help Heard Enterprises close its
operations.

                         About Bill Heard

Headquartered in Huntsville, Alabama, Bill Heard Enterprises Inc.
-- http://www.billheardhuntsville.com/-- was once 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.


BLUE HOLDINGS: Reports $3.9 Million Net Loss for June 30, 2008
--------------------------------------------------------------
Blue Holdings, Inc., reported a $3,970,546 net loss on net sale of
$4,712,793 for the three months ended June 30, 2008, compared to
a $1,042,746 net loss on net sale of $8,401,971 for the same
period a year earlier.

The company's condensed consolidated balance sheets at June 30,
2008, showed $11,243,759 in total assets and $20,709,551 resulting
in a $9,465,792 stockholders' deficit.

The company's condensed consolidated balance sheets further showed
strained liquidity with $10,552,859 in total current assets
available to pay $20,012,884 in total current liabilities.

A full-text copy of the company's regulatory filing is available
for free at http://ResearchArchives.com/t/s?3390

                        Going Concern Doubt

On April 8, 2008, Weinberg & Company, P.A., of Los Angeles,
California, expressed substantial doubt about Blue Holdings Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2007, and 2006.  The firm reported that the company has
incurred a loss from operations during the year ended Dec. 31,
2007, and a working capital and stockholders' deficit as of that
date.

                        About Blue Holdings

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


BYSYNERGY LLC: Files Disclosure Statement in Arizona
----------------------------------------------------
Bysynergy LLC submitted to the U.S. Bankruptcy Court for the
District of Arizona a disclosure statement explaining its plan of
reorganization.

The Plan will be funded from three principal sources of revenue:

  (1) Within 2 days of confirmation, CEO Michael A. Zito, the  
      Debtor's sole shareholder, will invest $750,000, in
      additional equity.

  (2) The plan will receive funding from two bulk sales of units
      which will close on or before the effective date.  The
      purchase contracts will be supported by deposits of
      $675,000, for Contract Block I, consisting of 9 lots, and
      $525,000, for Contract Block II, consisting of 7 lots, to be
      deposited with Land America Title Company, in Sedona,
      California.  Contract Block I will yield net proceeds of
      $3,411,000, with the purchaser paying all closing costs.  
      The purchaser has required that all these proceeds will go
      to fund the remaining infrastructure construction.  Contract
      Block II will yield net proceeds of $2,643,000, wih the
      purchaser paying all closing costs.  The full amount of the
      proceeds from Contract II will be paid to M&I Bank as a
      reduction of the amount of its allowed claim.

  (3) The plan will receive proceeds from the orderly sale of lots
      over a period of 24 months.

                         Treatment of Claims

Class 1 priority claims, which include administrative claims and
expenses, and wage claims of employees, will be paid in full.

The Class 2A secured claim of M&I Bank, totaling $10,500,000, will
receive a distribution of $2,643,000, on the effective date.  
Thereafter, the Debtor will pay M&I monthly interests on its
outstanding loan balance at its contract rate of prime plus 2% of
the outstanding balance.  The remaining principal due to M&I Bank
will be paid on a lot by lot basis, by a payment of a release
price of $99,341.

The Class 2B secured claim of Fred Schuerman, totaling $1,625,000,
will be paid out of the proceeds of sales of lots after the Class
2A creditor is paid in full.  The claim will receive no interest.

The Class 2C secured tax claims will be paid out of the proceeds
of the sale of each lot, and will release its lien on such lot at
the closing of the sale.  Class 2C claim will accrue interest at
the plan rate.

Class 3A general unsecured claims and Class 3B deficiency claims
will receive distributions from the reorganized debtor in
quarterly installments based upon the available funds, commencing
after Class 2 claims are paid in full.  The quarter will start on
February 1, May 1, August 1, and November 1 of each year.  Each
installment will be payable on or before the 15th day of the month
following the close of the quarter.

Class 4 claims, which include claims of insiders, affiliates, and
ineligible creditors, will be disallowed and will receive no
distributions under the Plan.

Class 5 equity interests claims will receive no distributions
until all allowed claims are paid in full.

                       About Bysynergy LLC

Based in Sedona, Arizona, Bysynergy, LLC, provides management
services.  The Debtor filed for Chapter 11 protection on June 25,
2008 (D. Ariz. Case No. 08-07680).  Michael W. Carmel, Esq., in
Phoenix, Arizona, represents the Debtor as its counsel.  When
Bysynergy, LLC filed for protection from its creditors, it listed
estimated assets of between $10 million and $50 million, and
estimated debts of between $10 million and $50 million.


CALIFORNIA: May Seek $7 Billion Loan to Pay for Public Services
---------------------------------------------------------------
California's Governor Arnold Schwarzenegger told the U.S. federal
government that his state might seek a $7 billion emergency loan
to maintain the state government's day-to-day operations, Xinhua
News reports.

Xinhua relates that Gov. Schwarzenegger sent a letter to U.S.
Treasury Secretary Henry Paulson, saying, "Absent a clear
resolution to this financial crisis, California and other states
may be unable to obtain the necessary level of financing to
maintain government operations and may be forced to turn to the
federal treasury for short-term financing."

According to Xinhua, Gov. Schwarzenegger is asking the government
to protect California if it fails to secure financing from the
market, which state officials say could result to suspension of
payments to schools and other government entities and laying off
of state workers.

Xinhua states that California State Treasurer Bill Lockyer had
warned that unless the current credit crunch is solved, the state
might exhaust its reserves for public spendings within a month.

Mike Zapler at Mercury News relates that Gov. Schwarzenegger met
with legislative leaders on Wednesday to discuss how to avoid
running out of money within weeks and how to handle a possible
multi-billion deficit in the months to follow.

Mercury News quoted Assembly Speaker Karen Bass, D-Los Angeles, as
saying, "Hopefully the credit market will loosen up and we'll be
able to get that.  We do believe it will."

According to Mercury News, the $103.4 billion budget that Gov.
Schwarzenegger signed off in September is already more than
$1 billion "in the red," and officials expect it to increase to $3
billion during this fiscal year, which ends June 30, 2009.  

Gov. Schwarzenegger said he and legislative leaders would continue
to meet weekly to assess the state's finances, Mercury News
states.


CALIFORNIA MOTOCROSS: Project to Proceed Despite Bankruptcy
-----------------------------------------------------------
Todd Nelson, the developer of a proposed $109 million motocross
complex in California's Placer County, said the project will
proceed despite California Motocross LLC's Chapter 11 petition,
Kelly Johnson of the Sacramento Business Journal reported Friday.

According to the report, Mr. Nelson said that the company was
forced to file for Chapter 11 bankruptcy only because a creditor
demanded payment for the land where the project would stand and a
bridge loan temporarily dried up as a result of the credit crunch.

The report says Mr. Nelson and his family still plan to build the
sports complex on 160 acres west of Lincoln near Thunder Valley
Casino.

"The project's not dead," he said, according to the report.  "It's
just delayed."

Based in Granite Bay, California, California Motocross LLC filed
for Chapter 11 relief on Sept. 18, 2008 (Bankr. E.D. Calif. Case
No. 08-33290.  The case was filed Pro Se.


CALIFORNIA OIL: Sells 4MM Shares to Carol McLeod for $200,000
-------------------------------------------------------------
California Oil & Gas Corp. disclosed in a Securities and Exchange
Commission filing that on Sept. 29, 2008, it entered into a
subscription agreement with Carol McLeod, under which the company
agreed to issue 4,000,000 shares of common stock at a price of
$0.05 per share to Ms. McLeod for gross proceeds of $200,000.

                       Going Concern Doubt

LBB & Associates Ltd., LLP in Houston, Texas, expressed
substantial doubt about California Oil & Gas Corp.'s ability to
continue as a going concern after auditing the company's financial
statements for the year ended Nov. 30, 2007.  The auditing firm
pointed to the company's absence of significant revenues,
recurring losses from operations, and its need for additional
financing in order to fund its projected loss in 2008.

Through May 31, 2008, the company has incurred losses of
$4,111,173 since inception.  

California Oil & Gas Corp. reported a net loss of $310,615 on gas
sales, net of royalty of $64,603 for the second quarter ended
May 31, 2008, compared with a net loss of $341,094 on gas sales,
net of royalty of $10,789 in the same period ended May 31, 2007.

At May 31, 2008, the company's balance sheet showed $1,054,097 in
total assets, $857,364 in total liabilities, and $196,733 in total
shareholders' equity.

The company's balance sheet at May 31, 2008, also showed strained
liquidity with $181,527 in total current assets available to pay
$857,364 in total current liabilities.

                       About California Oil

Headquartered in Calgary, Alberta, California Oil & Gas Corp.
(OTC BB: COGC) -- http://www.caloilandgas.com/-- is a publicly     
traded oil and gas company with assets in the San Joaquin Basin of
California and in Louisiana.  The company is focussed on exploring
high yield oil and gas prospects both domestically and
internationally.  The company is a gas producer and is targeting
the acquisition of late stage exploration or early stage
development projects around the globe.


CAPITAL GROWTH: Inks Bridge Note Purchase Agreement with Aequitas
-----------------------------------------------------------------
Capital Growth Systems, Inc. disclosed in a Securities and
Exchange Commission filing on Sept. 30, 2008, it entered into a
CGSI Aequitas Unsecured Bridge Note Purchase Agreement, with
Aequitas Catalyst Fund, LLC - Series B.  

Aequitas Catalyst loaned $500,000 to the Company, which loan was
evidenced by a note. The Company borrowed the $500,000 of capital
for strategic purposes.

The Note bears interest at 5% per annum.  There is no required
payment on the Note until at least 91 days following the date the
March 2008 Debentures are paid in full,.

If the Company raises not less than $7,000,000 in an equity or
equity-linked financing transaction prior to Oct. 31, 2008, then
the Note shall automatically convert into the same type of
securities of the Company to be issued as part of the Subsequent
Financing, on a dollar for dollar basis.

If a Subsequent Financing does not occur by Oct. 31, 2008, on the
following day the Note shall convert into a new secured
subordinated Debenture substantially in the form of the March 2008
Debentures, with some modifications.

If the New Secured Subordinated Debenture is issued, the Company
will also issue to Lender warrants to purchase 500,000 shares of
the Company's common stock.

                      About Capital Growth

Based in Chicago, Capital Growth Systems Inc. (OTC BB: CGSY) doing
business as Global Capacity Group Inc., delivers telecom
integration services to systems integrators, telecommunications
companies, and enterprise customers worldwide. It provides an
integrated supply chain management system that streamlines and
accelerates the process of designing, building, and managing
customized communications networks.  The company also provides
connectivity services for network integrators who bundle
telecommunication solutions to enterprise customers; offers global
pricing and quotation software and management services for data
communications; and assists customers to reduce connectivity costs
and attain understanding and control of their deployed
communications network.  

                       Going Concern Doubt

Plante & Moran, PLLC, in Elgin, Ill., expressed substantial doubt
about Capital Growth Systems Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring losses, negative cash flows
from operations and net working capital deficiency.

Capital Growth Systems, Inc., posted a $7.2 million net loss on
$8.7 million in revenues for the three months ended June 30, 2008.  
The company said revenues increased 107% from $4.2 million for the
same period in 2007.  This increase is primarily due to the
recognition of revenue in the second quarter of 2008 in connection
with a significant new contract in its Optimization Solutions line
of business.

The company disclosed $37.7 million in total assets, $59.1 million
in total liabilities, and $21.3 million in shareholders' deficit
as of June 30, 2008.


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
                  allowing the Debtor to exit from bankruptcy on
                  Feb. 28, 2008.

                  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


CASCADES INC: Weakened Credit Metrics Prompt Moody's Neg. Outlook
-----------------------------------------------------------------
Moody's Investors Service revised Cascades Inc.'s rating outlook
to negative from stable reflecting the company's weakened credit
protection metrics and liquidity position.  At the same time,
Moody's affirmed Cascades' Ba2 corporate family rating, Baa3
senior secured rating, Ba3 senior unsecured rating, and assigned
an SGL-3 speculative grade liquidity rating.

The negative rating outlook reflects the possibility that
Cascades' ratings could be downgraded given the company's weakened
financial performance and potential for a deterioration in the
company's liquidity position.  Cascades maintains a strong
reliance on its revolving credit facilities and although the
company is in compliance with its financial covenants, the
interest coverage covenant is tight and will require sustained
financial performance to remain in compliance over the short term
and may require improved financial performance when the interest
coverage covenant steps up in June 2009.

In addition, the company's C$100 million unsecured revolving
credit facility matures in June 2009 and would reduce the
liquidity source if not refinanced.  Cascades credit protection
metrics have deteriorated over the past 12 months as the company
faced higher input costs and a strong Canadian dollar.

In addition, the company's boxboard segment has underperformed
relative to Cascades' other business segments and is currently
undergoing a major restructuring.  Moody's anticipates that the
company will benefit in the short term with the recent weakening
of the Canadian dollar and drop in energy and recycled fiber
costs.

Cascades' Ba2 corporate family rating reflects the diversity
derived from its containerboard, boxboard, specialty packaging and
tissue businesses, the relative stable margins from these products
and the company's vertically integrated operations.  Offsetting
these strengths are the company's weak credit protection metrics
for the rating, lack of geographic diversification, exposure to
the strong Canadian dollar, volatile input costs and the company's
adequate, but weakening liquidity position.  Credit challenges
also include the company's tendency to conduct relatively small,
but debt financed acquisitions.

The SGL-3 liquidity rating indicates that Cascades has an adequate
liquidity profile supported by the availability under its credit
facilities and expectations of modest improvement of cash flow
generation in the next four quarters.  The company is in
compliance with its financial covenants and in May 2008 amended
its credit facility to maintain the current financial covenant
levels until June 30, 2009.  The headroom on the company's
interest coverage covenant is modest, and improved financial
performance may be required when the interest coverage covenant
steps up in June 2009.

In addition to the company's $750 million secured revolving credit
facility that matures in 2011, the company maintains a
C$100 million unsecured revolving credit facility that matures in
June 2009 and if not refinanced, may weaken the company's
liquidity position.  Moody's considers Cascades' alternative
liquidity potential to be moderately strong due to the ability to
sell certain assets including the 34% interest in Boralex and the
31% interest in Reno De Medici to augment liquidity.

Moody's last rating action on Cascades was on July 11, 2007 when
Moody's assigned a Ba3 rating to Cascades' $100 million senior
unsecured revolver and affirmed the company's existing ratings.

Assignments:

Issuer: Cascades Inc.

  -- Speculative Grade Liquidity Rating, Assigned SGL-3

Outlook Actions:

Issuer: Cascades Inc.

  -- Outlook, Changed To Negative From Stable

Issuer: Norampac Inc.

  -- Outlook, Changed To No Outlook From Stable

Headquartered in Kingsey Falls, Quebec, Cascades is a
predominantly North American producer of recycled boxboard,
containerboard, and specialty packaging and tissue products.


C-BASS: Poor Collateral Performance Cues Moody's to Cut Ratings
---------------------------------------------------------------
Moody's Investors Service has downgraded 12 certificates from two
transactions issued by C-Bass Mortgage Loan Asset-Backed
Certificates.  The transactions are backed by second lien loans.  
The certificates were downgraded because the bonds' credit
enhancement levels, including excess spread and subordination were
low compared to the current projected loss numbers at the previous
rating levels.

The actions take into account the continued and worsening
performance of transactions backed by closed-end-second
collateral.  Substantial pool losses of over the last few months
have eroded credit enhancement available to the mezzanine and
senior certificates.  Despite the large amount of write-offs due
to losses, delinquency pipelines have remained high as borrowers
continue to default.

Complete rating actions are:

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2006-SL1

  -- Cl. A-1, Downgraded to B3 from A3
  -- Cl. A-2, Downgraded to Caa1 from A3
  -- Cl. A-3, Downgraded to Caa1 from A3
  -- Cl. M-1, Downgraded to C from B1
  -- Cl. M-2, Downgraded to C from Caa1
  -- Cl. M-3, Downgraded to C from Caa2
  -- Cl. M-4, Downgraded to C from Caa3
  -- Cl. M-5, Downgraded to C from Ca

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-SL1

  -- Cl. M-1, Downgraded to C from Caa2
  -- Cl. M-2, Downgraded to C from Caa3
  -- Cl. B-1, Downgraded to C from Ca
  -- Cl. B-2, Downgraded to C from Ca


CF HOSPITALITY: Obtains Final Approval for $8.2MM Financing
-----------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Bankruptcy
Court for the Middle District of Florida gave final approval to CF
Hospitality, Inc., and affiliate SF Hotels, Inc., to obtain $8.2
million in financing.

The new loan, according to the report, is secured, although
subordinate to existing mortgages.

The Court, according to the report, denied a motion by secured
lender Gramercy Investment Trust to dismiss the case in June 2008.  
The Court also also removed a state court receiver who had been
appointed in the lender's foreclosure action that was halted by
the Chapter 11 filing.

Apopka, Florida-based CF Hospitality, Inc., owns two hotels, one
in Orlando and another in Miami.  The Company and a subsidiary
filed for Chapter 11 bankruptcy protection on May 1, 2008 (Bankr.
M.D. Fla. Lead Case No. 08-03518).  David R. McFarlin, Esq., and
Frank M. Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A.,
represent the Debtors in their restructuring efforts.  In its
filing, the Lead Debtor listed estimated assets between
$10 million and $50 million and estimated debts between $10
million and $50 million.


CHASE MORTGAGE: Moody's Reviews Ratings on 244 Tranches
-------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade 244 tranches from 12 Jumbo transactions issued by Chase
Mortgage Finance Trust in 2006 and 2007.

The collateral backing these transactions consists primarily of
first-lien, fixed and adjustable-rate, prime mortgage loans.  
These reviews are triggered by higher than anticipated rates of
delinquency, foreclosure, and REO in the underlying collateral
relative to currently available credit enhancement levels.  The
actions are a result of Moody's revised expected losses on the
Jumbo sector announced on September 18, 2008, and are part of an
on-going review process.

Moody's final rating actions in coming months will vary based on
current ratings, level of credit enhancement, pool-specific
historical performance, quarter of origination, collateral
characteristics and other qualitative factors.  For deals where
the weakest senior Aaa tranche was identified as needing to go
under review, Moody's has placed on review for possible downgrade
all senior Aaa tranches.  Moody's analysis during the review
period will take into account credit enhancement provided by
seniority, time tranching, and other structural features within
the Aaa waterfalls.

Complete rating actions are:

Issuer: Chase Mortgage Finance Trust 2006-S1

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-P, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Chase Mortgage Finance Trust 2007-S6

  -- Cl. 1-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-P, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M, Placed on Review for Possible Downgrade, currently Aa2

  -- Cl. B-1, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. B-2, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. B-3, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. B-4, Placed on Review for Possible Downgrade, currently
     B2

Issuer: Chase Mortgage Finance Trust Series 2006-S2

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A10, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A11, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A12, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A13, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A14, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A15, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A16, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A17, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A18, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A19, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-P, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-M, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-R, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Chase Mortgage Finance Trust Series 2006-S3

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-P, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-M, Placed on Review for Possible Downgrade, currently
     Aa1

Issuer: Chase Mortgage Finance Trust Series 2006-S4

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-10, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-11, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-13, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-14, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-15, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-16, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-17, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-18, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-19, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-20, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-21, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-22, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-23, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-P, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-M, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-R, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Chase Mortgage Finance Trust Series 2007-A3

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A10, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A11, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A12, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A13, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A14, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A15, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A16, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A17, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A18, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A19, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A20, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A2, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 2-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A10, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A11, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A12, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A13, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A14, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A15, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A16, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A17, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A18, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A19, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A20, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A21, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A22, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A23, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A2, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 3-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A10, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A11, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A12, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A13, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A14, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A15, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A16, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A17, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A18, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A19, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A20, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A21, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. M, Placed on Review for Possible Downgrade, currently Aa2

  -- Cl. B-1, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. B-2, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. B-3, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. B-4, Placed on Review for Possible Downgrade, currently
     B2

Issuer: Chase Mortgage Finance Trust Series 2007-S1

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-10, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-13, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-P, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-M, Placed on Review for Possible Downgrade, currently
     Aa1

Issuer: Chase Mortgage Finance Trust Series 2007-S2

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-P, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-M, Placed on Review for Possible Downgrade, currently
     Aa1

Issuer: Chase Mortgage Finance Trust Series 2007-S3

  -- Cl. 1-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A-8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A-9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A-10, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-11, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-12, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-13, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-14, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-15, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-16, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-17, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-18, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-19, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-20, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-21, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-P, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-M, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. M-1, Placed on Review for Possible Downgrade, currently
     Aa1

Issuer: Chase Mortgage Finance Trust Series 2007-S4

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-9, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-10, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-11, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-12, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-13, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-14, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-15, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-16, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-17, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-18, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-19, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-P, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-X, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Chase Mortgage Finance Trust Series 2007-S5

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Chase Mortgage Finance Trust, Series 2006-A1

  -- Cl. 1-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1-A4, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 1-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2-A4, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 2-AX, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3-A2, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. 4-A1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4-A2, Placed on Review for Possible Downgrade, currently
     Aa1


CHEROKEE INTERNATIONAL: To Merge with Lineage Power Holdings
------------------------------------------------------------
Cherokee International Corporation disclosed in a Securities and
Exchange Commission filing that it has entered into a definitive
merger agreement with Lineage Power Holdings, Inc., under which
Lineage will acquire all of the outstanding shares of the company.

Under the terms of the agreement, stockholders of Cherokee
International will receive $3.20 per share of common stock held,
in an all cash transaction, representing an aggregate enterprise
value of approximately $105 million.  The transaction has been
unanimously approved by the board of directors of Cherokee
International, and certain stockholders have agreed to vote their
Cherokee International shares in favor of the transaction.

"We believe the sale of Cherokee to Lineage will add value and
scale for our customers," said Jeffrey Frank, Cherokee's President
and Chief Executive Officer.  "Over the past 30 years, Cherokee
has earned a great reputation for our strong engineering team,
manufacturing, quality and responsiveness, all of which come down
to our outstanding employees and our focus on the customer.  Going
forward, our employees and customers will be well served by
becoming part of Lineage and The Gores Group portfolio of
companies.  Gores has a stellar reputation for customer
satisfaction and the proven ability to profitably grow its
businesses."

According to Ryan Wald, Managing Director of The Gores Group,
Cherokee will become a division of Lineage and will continue to be
a leader in the custom power solutions marketplace.  

"We are impressed by the accomplishments that Jeff and his
management team have made to date regarding Cherokee's North
American and Asian operations," said Mr. Wald.  "We look forward
to partnering with them in those regions to create a more
compelling value proposition for our combined customers."

The transaction is subject to the approval of Cherokee
International's stockholders and to regulatory approvals. The
companies anticipate that the transaction will be completed in the
fourth calendar quarter of 2008.

Based in Tustin, California, Cherokee International Corp.
(NASDAQ:CHRK) -- http://www.cherokeellc.com/-- is a designer
and manufacturer of a range of switch mode power supplies for
original equipment manufacturers in the telecommunications,
networking, high-end workstations and other electronic equipment
industries.  The company has offices and manufacturing plants in
Tustin and Irvine, California, Wavre, Belgium, Bombay, India,
Guadalajara, Mexico, and Penang, Malaysia.

                          Going Concern Doubt

Mayer Hoffman McCann P.C. in Orange County, California, expressed
substantial doubt about the company's ability to continue as a
going concern after auditing the consolidated financial statements
of Cherokee International Corporation and subsidiaries as of Dec.
30, 2007, and Dec. 31, 2006.  The company's management anticipates
that there will be insufficient cash balances available to repay
the outstanding debt at its
maturity.

On Nov. 1, 2008, the $46.6 million aggregate principal amount
outstanding under the company's 5.25% Senior Notes will become due
and payable. The company does not expect to have sufficient cash
available at the time of maturity to repay this indebtedness and
are currently working on a variety of possible alternatives to
satisfy this obligation.  The company also cannot be certain that
it will have sufficient assets or cash flow available to support
refinancing these notes at current market rates or on terms that
are satisfactory to the company.  If the company is unable to
refinance on terms satisfactory to it, it may be forced to
refinance on terms that are materially less favorable, seek funds
through other means such as a sale of some of assets, or otherwise
significantly alter its operating plan, any of which could have a
material adverse effect on its business, financial condition and
results of operation.  These circumstances create substantial
doubt about the company's ability to continue as a going concern.


CHOCTAW RESORT: Moody's Chips CF and PD Ratings to B1 from B3
-------------------------------------------------------------
Moody's Investors Service downgraded Choctaw Resort Development
Enterprise's corporate family rating, probability of default
rating and debt ratings to B1 from Ba3.  The ratings remain under
review for possible downgrade.  In Moody's opinion, the economic
and competitive challenges appear more significant than expected
and are likely to pressure earnings, thus increasing the
likelihood of a financial covenant breach in the short term.

During the review period, Moody's will assess the enterprise's
plan to address the challenging economic and competitive
headwinds, its initiatives to stabilize performance and its credit
protection measures, and its ability to obtain a covenant
amendment if needed.  More positively, the review will also
consider the enterprise's ability to maintain its relatively low
financial leverage and adequate interest coverage.

On August 20, 2008, Moody's downgraded Choctaw's corporate family
rating to Ba3 from Ba2 and changed the outlook to negative.

Ratings downgraded to B1 and kept under review for possible
further downgrade:

  -- Corporate Family Rating
  -- Probability of Default Rating
  -- Senior Unsecured Notes due 2019
  -- Senior Secured Term Loan due 2011

Choctaw Resort is a component unit of the Mississippi Band of
Choctaw Indians, which was created by the Tribe in October 1999 to
run its gaming operations.  It owns and operates in central
Mississippi the Silver Star Hotel and Casino and the Golden Moon
Hotel and Casino, which commenced operations in 1994 and 2002,
respectively.

                
CROSS ATLANTIC: Court to Rule on Case Dismissal Bid in Two Weeks
----------------------------------------------------------------
Judge Terry Myers of the U.S. Bankruptcy Court for the District of
Idaho said Friday he'll decide within two weeks whether to dismiss
the bankruptcy cases of two real estate companies that own a
majority of troubled Tamarack Resort LLC, a move that could help
clear the way for investment bank Credit Suisse to gain control of
the resort, the Associated Press reports.

Attorneys for Jean-Pierre Boespflug, Tamarack's chief executive
officer who owns 50.6% of the resort, and Alfredo Miguel Afif, its
chairman who owns 26%; and for Credit Suisse participated in a
three-hour court hearing.

The report says Judge Myers would be rendered a decision by
October 16.

AP notes that Credit Suisse filed a lawsuit in March after Messrs.
Boespflug's and Miguel's companies didn't fulfill their agreement
to cover Tamarack's debt obligations when the resort defaulted on
a $260 million syndicated loan.  The bank now contends Mr.
Boespflug and Mr. Miguel inappropriately sought bankruptcy
protection for their companies to buy time for the resort to find
a new investor.

Friday's hearing came a day after AP reported Mr. Boespflug
planned to inject enough of his personal funding to open skiing in
December -- but wouldn't commit to keeping the resort 90 miles
north of Boise afloat until season's end without additional money
from new investors.

According to AP, construction on Tamarack's Village Plaza
centerpiece is at a standstill, with at least $56 million needed
to finish the project.  Bank of America and Sterling Bank plan
separate foreclosure auctions for the resort's conference center
and employee housing after Tamarack fell behind on payments.

In Friday's hearing, AP says, Credit Suisse argued that when Mr.
Boespflug's Cross Atlantic Real Estate LLC and Mr. Miguel's VPG
Investments filed for Chapter 11 bankruptcy protection Feb. 15,
they sought only to buy time.  They acted in bad faith by seeking
not to reorganize their own companies, but rather to buy time for
Tamarack to restructure and to keep the bank from replacing resort
management, Credit Suisse's lawyers said.

"It's crystal clear they filed the case to stop us from executing
on our state law rights," said Joel Samuels, an attorney for the
Zurich, Switzerland-based bank, according to the report.  "They
filed to use bankruptcy as a parking space."

AP says Justin May, Esq., Mr. Boespflug's lawyer, countered that
his client's continued personal financial commitment to Tamarack
after seeking bankruptcy protection was ample evidence that he was
sincere about protecting not only his own stake, but also the
value of Tamarack Resort.

Mr. Boespflug has made $11 million in loans to the resort since
April, with a 15% return to be paid to him upon a successful
refinancing, AP notes.

In a separate foreclosure lawsuit filed by Credit Suisse against
Tamarack in Idaho's 4th District Court, the bank in late September
submitted a plan for a $10 million loan to a proposed receiver
it's asking the court to appoint to assume resort management,
according to court documents obtained by AP.

According to the documents, the $10 million would fund a 90-day
budget, including winterization of the Village Plaza and the cost
of starting up the ski hill.  A new hearing on the proposed
receivership, which a judge denied once in July, is planned for
Oct. 15 in Cascade, Idaho.

                      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.

                      About VPG Investments

Beverly Hills, California-based VPG Investments Inc. owns 26% of
Tamarack Resorts LLC.  The Debtor 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.  
The Debtor listed assets of $29,214,653 and debts of $301,407,518
when it filed for bankruptcy.   Alfredo Miguel Afif, a Mexican
businessman, owns VPG Investments.

                       About Cross Atlantic

Tamarack, Idaho-based Cross Atlantic Real Estate LLC owns a 50.6%
interest in Tamarack Resorts LLC.  Cross Atlantic 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.  The Debtor disclosed $44,190,000 in
total assets of $44,190,000 and zero debts when it filed for
bankruptcy.  Cross Atlantic is owned by Jean-Pierre Boespflug, a
native of Nice, France.


DALTON CDO: Moody's Junks Ratings on Four Classes of Notes
----------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade the notes issued by Dalton CDO Ltd.:

Class Description: Up to $114,000,000 Class A-1a1 Floating Rate
Variable Funding Notes Due June 2050;

  -- Prior Rating: Aaa
  -- Prior Rating Date: June 29, 2007
  -- Current Rating: A1, on review for possible downgrade

Class Description: $50,000,000 Class A-1a2 Floating Rate Notes Due
June 2050

  -- Prior Rating: A2, on review for possible downgrade
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: B3, on review for possible downgrade

In addition, Moody's has downgraded these notes:

Class Description: $36,000,000 Class A-1b1 Floating Rate Notes Due
June 2050

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: Ca

Class Description: $40,000,000 Class A-1b2 Floating Rate Notes Due
June 2050

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: Ca

Class Description: $40,000,000 Class A-2 Floating Rate Notes Due
June 2052

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: Ca

Class Description: $57,400,000 Class B Floating Rate Notes Due
June 2052

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: C

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


DRIGGS FARMS: Court Sets October 22 Claims Bar Date
---------------------------------------------------
The Hon. Robert E. Grant of the U.S. Bankruptcy Court for the
Northern District of Indiana set, at the behest of the Unsecured
Creditors' Committee of Driggs Farms of Indiana, Inc., the claims
bar date for Oct. 22, 2008.

Rothberg Logan & Warsco LLP, the counsel for the Committee, told
the Court that the Committee has received inquiries from
several creditors with respect to the bar date and the procedure
for submitting claims for goods provided to the Debtor within the
20 days before the Chapter 11 filing.  The creditors asked whether
they should file proofs of claim or submit a separate application
for payment of an administrative claim.  The creditors also asked
if the Oct. 22, 2008, general claims deadline also apply to
administrative claims.  During a meeting on Aug. 28, 2008, the
Committee asked that Rothberg Logan seek a court order clarifying
these issues for the benefit of creditors.

The Committee asked the Court to establish Oct. 22, 2008, as the
bar date for filing administrative claims and that the procedure
for submitting those claims will be by Proof of Claim, indicating
that the claimant is seeking administrative claim status for all
or a portion of the claim, along with accompanying documentation
identifying the underlying goods that were supplied.

The court held a hearing on the Committee's request at Fort Wayne,
Indiana, on Sept. 24, 2008, with:

     -- Daniel Skekloff, the counsel for debtor;

     -- Mark Warsco, the counsel for the Unsecured Creditors'
        Committee;

     -- Edmund Kos, the counsel for Pullman Sugar LLC;

     -- Thomas Yoder, the counsel for Gavilon LLC; and

     -- Ellen Triebold, the counsel for the U.S. Trustee.

Based in Decatur, Ind., Driggs Farms of Indiana Inc. manufactures
frozen desserts & novelties and dairy products.  The company filed
for Chapter 11 protection on June 20, 2008 (N.D. Indiana Case No.
08-11955).  Daniel J. Skekloff, Esq., at Skekloff, Adelsperger &
Kleven, LLP, represents the Debtor in its restructuring efforts.  
Rothberg Logan & Warsco LLP is the Committee of Unsecured
Creditors' proposed counsel.  When the Debtor filed for protection
from its creditors, it listed estimated assets of $10 million to
$50 million and debts of $10 million to $50 million.


DRUID TOWN: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Druid Town Home Development, LP
        17194 Preston Road, Suite 102-136
        Dallas, TX 75248

Bankruptcy Case No.: 08-35161

Chapter 11 Petition Date: October 7, 2008

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: John E. Leslie, Esq.
                  arlingtonlaw@aol.com
                  Law Offices of John E. Leslie
                  2340 Interstate 20 West, Suite 218
                  Arlington, TX 76017
                  Tel: (817)505-1291
                  Fax: (817)505-1292

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.


ENERLUME ENERGY: Gilbert Rossomando Quits as Board Member
---------------------------------------------------------
EnerLume Energy Management Corp. disclosed in a Securities and
Exchange Commission filing that Gilbert Rossomando has resigned as
a member of the Board of Directors.  Mr. Rossomando resigned to
pursue personal business interests and there is no known
disagreement between the Company and Mr. Rossomando on any matter
relating to the Company's operations, policies or practices.

                    About EnerLume Energy

Headquartered in Hamden, Conn., EnerLume Energy Management Corp.
(OTC BB: ENLU) -- http://www.enerlume.com/-- through its   
subsidiaries, provides energy management conservation products and
services in the United States.  Its focus is energy conservation,
which includes a proprietary digital microprocessor for reducing
energy consumption on lighting systems, and the installation and
design of electrical systems, energy management systems,
telecommunication networks, control panels and lighting systems.

                        Going Concern Doubt

New York-based Mahoney Cohen & Company, CPA, P.C., raised
substantial doubt about the ability of EnerLume Energy Management
Corp., formerly Host America Corporation, to continue as a going
concern after it audited the company's financial statements for
the year ended June 30, 2008.  

The auditor pointed out in its report that EnerLume Energy has
suffered recurring losses from continuing operations, has negative
cash flows from operations, has a working capital and a
stockholders' deficiency at June 30, 2008 and is currently
involved in significant litigations that can have an adverse
effect on the company's operations.

The company incurred net losses for the years ended June 30, 2008,
and 2007 respectively, and had a working capital deficiency and
accumulated deficit of $3,210,995 and $5,426,180, respectively, as
of June 30, 2008.  The company had $4,100,498 and $5,078,769 of
cash that was used in operating activities of continuing
operations during 2008 and 2007, respectively.

The company posted a net loss of $7,420,059 on net revenues of
$6,198,175 for the year ended June 30, 2008, as compared with a
net loss of $6,072,916 on net revenues of $7,194,392 in the prior
year.

At June 30, 2008, the company's balance sheet showed $2,013,366 in
total assets and $7,439,546 in total liabilities, resulting in a
$5,426,180 stockholders' deficit.  

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $1,574,287 in total current assets
available to pay $4,785,282 in total current liabilities.


FORD MOTOR: Volvo Unit Will Lay Off 13% of Work Force
-----------------------------------------------------
Christop Rauwald and Ola Kinnander at The Wall Street Journal
report that Ford Motor Co. unit Volvo Cars said on Wednesday that
it will cut 13%, or 3,300 of its work force, due to declining
global demand.

According to WSJ, most of the layoffs -- about 2,700 -- will be
made in Sweden.  Volvo said it will also terminate contracts with
700 consultants world-wide, WSJ says.  

Volvo said that, including staff cuts disclosed in June, a total
of 6,000 people of the firm's 24,500 workers will lose their jobs,
WSJ relates.  About 1,200 of the workers to be laid off are
consultants, the report states.

WSJ quoted Volvo's CEO Stephen Odell as saying, "These actions are
necessary to create a new and sustainable Volvo Car Corporation--a
company with more focused operations and structure.  The unstable
economic environment has resulted in a very unpredictable
situation, and the downturn in the global car industry is more
drastic than expected."

                     About Ford Motor Co.

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

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

                          *     *     *

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


FORD MOTOR: German Unit to Cut Production, Lay Off 204 Workers
--------------------------------------------------------------
The Associated Press reports that Ford Motor Co.'s German unit
said on Tuesday it will cut production and lay off about 204 part-
time workers at its Saarlouis plant.

According to The AP, the plant has about 6,500 workers.  Ford
Motor produces the Focus, C-Max, and Cougar models, at that plant,
the report says, citing Ford Motor spokesperson Bernd Meyer said.

Ford Motor said that the Cologne plant in the northwest of Germany
will continue production without changes, The AP states.

In its U.K. operations, Ford Motor has introduced a four-day week
work at the Southampton plant, which makes Transits, The Guardian
reports.  About 970 workers at Ford Motor is also implementing
short-time working at its stamping plant at Dagenham, The Guardian
relates.

                     About Ford Motor Co.

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

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

                          *     *     *

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


FREEDOM COMMS: Likely Covenant Breach Cues Moody's Ratings Cut
--------------------------------------------------------------
Moody's Investors Service downgraded Freedom Communications Inc.'s
Probability of Default rating to Caa2 from Caa1, Corporate Family
rating to Caa1 from B3 and the senior secured credit facility to
Caa1 from B3.  The downgrade follows the company's announcement
that it may be in violation of its credit facility maintenance
financial covenants as of September 30, 2008 and that it has fully
drawn on its $300 million revolving credit facility.  All ratings
remain under review for possible downgrade.

Ratings downgraded:

  -- Corporate Family Rating - to Caa1 from B3
  -- Probability of Default Rating - to Caa2 from Caa1
  -- $300 million senior secured revolving credit facility due
     2011 - to Caa1, LGD3, 33% from B3, LGD3, 31%

  -- $319 million senior secured term loan A due 2011 - to Caa1,
     LGD3, 33% from B3, LGD3, 31%

  -- $300 million senior secured term loan A-1 due 2012 - to Caa1,
     LGD3, 33% from B3, LGD3, 31%

Ratings remain under review for possible further downgrade.

The downgrades reflect heightened risk of a near term default due
to the potential for a covenant violation, the revolver drawdown,
and tight bank lending conditions, and Moody's expectation that
economic challenges will further depress advertising spending into
2009.  Moody's anticipates that Freedom has a reasonably good
chance of obtaining an amendment or waiver, but default risk will
likely remain elevated if amendments to the credit facility
financial maintenance covenants and debt amortization schedule do
not provide sufficient flexibility to withstand the advertising
slowdown.

Moody's downgraded and placed all of Freedom's ratings under
review for possible downgrade on September 5, 2008.  The
continuing rating review will consider the probability that
Freedom will succeed in obtaining a waiver or amendment to its
credit facility, and the company's ability to stabilize the level
of its sales and free cash flow and improve a currently very tight
liquidity profile if a waiver or amendment is received.

Freedom Communications is a newspaper and television broadcasting
operator based in Irvine, California.  The company recorded total
revenues of $798 million for the LTM period ended June 30, 2008.


FREESTAR TECHNOLOGY: Delays Filing of Annual Report on Form 10-K
-----------------------------------------------------------------
FreeStar Technology Corp. disclosed in a Securities and Exchange
Commission filing that it was unable to file its Annual Report on
Form 10-K by Sept. 29, 2008, as it was unable to compile the
requisite financial data and other narrative information necessary
to enable it to complete the report without unreasonable effort
and expense.

Based in Dublin, Ireland, FreeStar Technology Corp. (OTC BB: FSRT)
-- http://www.freestartech.com/-- provides electronic payment     
processing services, including credit and debit card transaction
processing, point-of-sale related software applications and other
value-added services.  The company was incorporated in the State
of Nevada.  The company also has offices in Helsinki, Finland;
Stockholm, Sweden; Geneva, Switzerland; and Santo Domingo, the
Dominican Republic.

                        Going Concern Doubt

New York-based RBSM LLP expressed substantial doubt about FreeStar
Technology Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended June 30, 2007.  The auditing firm said the company is
experiencing difficulty in generating sufficient cash flow to meet
its obligations and sustain its operations.

As of March 31, 2008, the company had total current assets of
$1,855,670 and total current liabilities of $4,097,282, resulting
in a working capital deficiency of ($2,241,612).  The company had
cash and cash equivalents of $214,150 at March 31, 2008, and an
accumulated deficit of $87,136,832.


GEORGIA GULF: Inks 4th Supplemental Indenture with USBNA
--------------------------------------------------------
Georgia Gulf Corp. disclosed in a Securities and Exchange
Commission filing that it entered into a fourth supplemental
indenture to the indenture dated Dec. 3, 2003, with its subsidiary
guarantors, and U.S. Bank National Association -- as successor to
SunTrust Bank --  as trustee, as amended, on Sept. 29, 2008.  

The amendments contained in the Fourth Supplemental Indenture were
approved by the holders of a majority of the 7-1/8% senior notes
due 2013 through a consent solicitation as contemplated by the
settlement agreement between the Company and certain holders of
the notes.

The Fourth Supplemental Indenture amended certain covenants
contained in the indenture governing the notes to conform those
covenants to the covenants contained in the indenture for the
Company's other senior notes.  

The amendments, among other things:

   -- added to the events of default under the indenture, the
      Company's failure to comply with the covenants regarding
      restricted payments and incurrence of indebtedness and
      issuance of preferred stock contained in the indenture,
      dated as of October 3, 2006, in respect of the Company's
      9.5% senior notes due 2014 and deleted from the events of
      default under the indenture, the Company's failure to comply
      with the covenants regarding limitation on indebtedness and
      limitation on restricted payments;

   -- amended the merger and consolidation covenant which requires
      that the Company's successor in such a transaction be able
      to incur additional debt to refer to the debt incurrence
      covenant of the 2006 indenture, thereby permitting the
      Company to engage in such a transaction that could
      potentially result in a successor with greater indebtedness
      than was previously allowed under the indenture; and

   -- amended other provisions of the indenture necessary to give
      effect to other amendments.

In addition to agreeing to the Fourth Supplemental Indenture, the
consenting holders also agreed to waive any defaults or events of
default under the indenture that existed as of the effective date
of the amendments, subject to certain exceptions.

A copy of the Credit Facility Amendment is available free of
charge at http://researcharchives.com/t/s?3391

                       About Georgia Gulf

Headuqratered in Atlanta, Georgia, Georgia Gulf Corporation
(NYSE:GGC) -- http://www.ggc.com/-- manufactures and markets two      
integrated product lines: chlorovinyls and aromatics.  The
company's primary chlorovinyls products are chlorine, caustic
soda, vinyl chloride monomer, vinyl resins and vinyl compounds,
and itsaromatics products are cumene, phenol and acetone.  GGC
operates through four segments: chlorovinyls; window and door
profiles and mouldings products; outdoor building products, and
aromatics.  On Oct. 3, 2006, GGC completed the acquisition of
Royal Group Technologies Limited, a North American manufacturer
and marketer of vinyl-based building and home improvement
products.

                         *     *     *

As reported in the Troubled company Reporter on May 12, 2008,
Standard & Poor's Ratings Services lowered its ratings on Georgia
Gulf Corp. by one notch, including its corporate credit rating to
'CCC+' from 'B-'.  The outlook is negative.

The Troubled Company Reporter reported on July 17, 2008, that
Georgia Gulf Corporation entered into a settlement agreement with
certain holders of its 7-1/8% senior notes due 2013 that sent a
notice of default on June 6, 2008.  The company has agreed to pay
$1.4 million of the legal fees of the signing holders.


GOODY'S FAMILY: Court Confirms 2nd Amended Chapter 11 Plan
----------------------------------------------------------
The Hon. Christopher S. Sontchi of the United States Bankruptcy
Court for the District of Delaware confirmed on Oct. 8, the second
amended joint Chapter 11 plan of reorganization dated Oct. 6,
2008, filed by Goody's Family Clothing Inc. and its debtor-
affiliates, and its Official Committee of Unsecured Creditors.  
Judge Sontchi held that the proponents' joint plan satisfied the
requirements of Section 1129 of the Bankruptcy Code.

The plan is expected to become effective in 10 days after the
confirmation.

"Goody's has a solid 55-year heritage and our Company has made
great progress over the past few months," Paul White, Goody's
Chief Executive Officer, stated.  "In particular, we have created
a stronger and more nimble organization that is more effectively
positioned to serve our very loyal customers," Mr. White said.

"[Wednes]day's decision will allow us to move our business forward
with renewed vigor and we look forward to the opportunities that
lie ahead," he continued.

Several creditors had protested against the confirmation of the
proponents' joint plan including, among other things, The Missouri
Department of Revenue, Texas Comptroller of Public Accounts and
Texas Workforce Commission, and Libby Westmark Enterprises LLC and
Libby Cross Station Enterprises LLC.  MDOR, et al., argued that
the plan is defective citing that it lack specificity regarding
payment of priority tax claims.

Accordingly, the Debtors entered into an agreement with MDOR, et
al., to pay their asserted claims.  MDOR asserted $33,646 in
claims; Texas Comptroller asserted $1,300,000 in claims; and Libby
Westermark asserted $32,172 in claims.  The agreement contains
appropriate events of default.

                       Overview of the Plan

The amended plan will implement a compromise and settlement among
the Debtors, the prepetition lender, the prepetition junior
lenders and the creditors committee pursuant to Bankruptcy Rule
9019 and Section 1123(b)(3) of the bankruptcy code.  Under the
plan, the Debtor will continue in operation achieving the
objectives of Chapter 11 for the benefit of their creditors.

On the Plan's effective date, the Debtors will waive all of
their respective rights and interest in avoidance action that the
Debtors may hold against any person other than the permitted
avoidance actions commenced before the plan's confirmation date.

The Plan will enable the Debtors to obtain an exit facility to
satisfy the DIP facilities claims, support payments required to be
paid under the plan, pay transaction cost, fund working capital
and other general corporate purposes of the reorganized Debtors
upon their emergence.

As reported in the Troubled Company Reporter on July 18, 2008, the
Court authorized the Debtors to obtain, on a final basis, up to
$210,000,000 in postpetition financing from a consortium of
financial institution including:

  -- General Electric Capital Corporation;
  -- Bank of America N.A.;
  -- 1903 Onshore SPV LLC;
  -- GB Merchant Partners LLC; and
  -- PGDYS Lending LLC.

The committed $210,000,000 DIP financing is comprised of:

   a) a $175,000,000 senior revolving credit facility including
      (i) a $75,000,000 letter of credit sub-limit and (ii) a $20
      million swingline loan sub-limit from General Electric and
      BoA,

   b) a $15,000,000 Term Loan B Credit Facility from 1903 onshore,
      and

   c) a $20 million DIP Tranche C Facility from PDGYS Lending
      consist of (i) $15 million term loan, and (ii) a $5 million
      revolving credit overadvance facility.

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

                 Treatment of Interests and Claims

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

2        secured tax          unimpaired  $300,000      100%
           claims

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

4        miscellaneous        unimpaired  unknown       100%
           secured claims

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

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

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

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


9        convenience claims   impaired                  0%

10        intercompany claims  impaired                 0%

11        subordinated 510(c)  impaired                 0%
           claims

12        subordinated 510(b)  impaired                 0%
           claims

13        old equity interest  impaired                 0%

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

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

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

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

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

  ii) PGDYS Lending will receive new common stock.

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

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

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

   i) reinstated, in full or in party, or

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

Class 13 equity interest will be canceled.

A full-text copy of the proponents' Second Amended Joint Chapter
11 Plan of Reorganization is available for free at:

               http://ResearchArchives.com/t/s?3393

                       About Goody's Family

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

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

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

GRANITE XPERTS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Granite Xperts, Inc.
        1400 Nicholas Boulevard
        Elk Grove Village, IL 60007

Bankruptcy Case No.: 08-26883

Type of Business: The Debtor fabricates and installs solid
                  surface countertops to residendital and
                  commercial customers in Illinois, Michigan,
                  Wisconsin and Indiana.

                  See: http://baykov.com/

Chapter 11 Petition Date: October 7, 2008

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: James A. Chatz, Esq.
                  jachatz@arnstein.com
                  Arnstein & Lehr LLP
                  120 South Riverside Plaza, Ste. 1200
                  Chicago, IL 60606
                  Tel: (312) 876-7171
                  Fax: (312) 876-0288

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

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


http://bankrupt.com/misc/ilnb08-26883.pdf                       


GS CDS: Moody's Trims $100MM Credit Rating on Poor Credit Quality
-----------------------------------------------------------------
Moody's Investors Service has downgraded its rating of the swap GS
CDS -- GM Salaried Employees Pension Trust (Ref No: SDB504978938):

Class Description: 6.5% of $100,000,000 Credit Derivative
Transaction due December 20, 2013

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

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


HCA INC: Richard Bracken to Replace Jack Bovender as CEO
--------------------------------------------------------
HCA Inc. disclosed in a Securities and Exchange Commission filing
that Jack O. Bovender, Jr., Chief Executive Officer and Chairman
of the Company, will retire from his position as Chief Executive
Officer effective Dec. 31, 2008. Mr. Bovender will remain with the
Company as the executive Chairman until Dec. 15, 2009, at which
time Mr. Bovender will also resign from the Board of Directors of
the Company.

In conjunction with Mr. Bovender's retirement, the Board of
Directors appointed Richard M. Bracken as the Chief Executive
Officer and President of the Company effective Jan. 1, 2009.

Mr. Bracken has previously served as President and Chief Operating
Officer of the Company since January 2002 and Chief Operating
Officer of the Company since July 2001.  In addition, Mr. Bracken
served as President -Western Group of the Company from August 1997
until July 2001.  From January 1995 to August 1997, Mr. Bracken
served as President of the Pacific Division of the Company. Prior
to 1995, Mr. Bracken served in various hospital Chief Executive
Officer and Administrator positions with HCA-Hospital Corporation
of America.

Mr. Bracken's compensation as Chief Executive Officer and
President has not yet been determined.

                          About HCA Inc.

Headquartered in Nashville, Tennessee, HCA Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider    
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

At June 30, 2008, the company's consolidated balance sheet showed
$24.07 billion in total assets and $33.13 billion in total
liabilities, $959.0 million in minority interests, and
$163.0 million in equity securities with contingent redemption
rights, resulting in a $10.18 billion shareholders' deficit.

Net income for the second quarter of 2008 totaled $141.0 million,
compared to $116.0 million in the prior year's second quarter.
Results for the second quarter of 2008 include losses on sales of
facilities of $11.0 million compared to gains of $11.0 million in
the second quarter of 2007.  Also, second quarter 2008 results
include an impairment of long-lived assets of $9.0 million
compared to a $24.0 million asset impairment in the same period of
2007.

                          *     *     *

As reported in the Troubled Company Reporter on May 23, 2008,
Fitch Ratings affirmed HCA Inc.'s Issuer Default Rating at 'B';
Secured bank credit facility at 'BB/RR1'; and Senior unsecured
notes at 'CCC+/RR6'.


HOMELAND SECURITY: Posts $259,374 Net Loss for Year Ended June 30
-----------------------------------------------------------------
Homeland Security Capital Corp. posted $259,374 in net losses on
$23,154,250 in net revenues for six months ended June 30, 2008,
compared with $4,514,609 in net losses on $6,285,087 in net
revenues for the same period ended June 30, 2007.

The company's balance sheet as of June 30, 2008, showed
$36,197,605 in total assets, $32,960,465 in total liabilities, and
$3,067,372 in shareholders' equity.

On May 13, 2008, the Company's Board of Directors approved a
change in the Company's fiscal year end from December 31 to
June 30.  The company's Annual Report on Form 10-K is a transition
report and includes information for the six month transitional
period from January 1, 2008 to June 30, 2008, reflecting the
consolidated results of operations for SEC from March 1, 2008 to
June 30, 2008 and the consolidated results of operations of the
holding company, Nexus and PMX from January 1, 2008 to June 30,
2008.

                  Liquidity and Capital Resources

The primary source of financing for the Company since its
inception has been through the issuance of common stock, preferred
stock and convertible debt.  The Company had cash on hand of
$3,182,357 at June 30, 2008, $57,521 at Dec. 31, 2007 and $776,139
at Dec. 31, 2006.  Its primary needs for cash are to fund its
ongoing operations until such time as they begin to generate
sufficient cash flow to fund operations and to have cash available
to make additional acquisitions of businesses that provide
homeland security products and services.  While the company
believes that it has sufficient cash on hand to satisfy its
current operating commitments, it will require significant
additional funding in order to make additional acquisitions.

Homeland's consolidated balance sheet at Dec. 31, 2007, showed
$9.6 million in total assets and $17.2 million in total
liabilities, resulting in a $7.6 million total stockholders'
deficit.  The company's consolidated balance sheet at March 31,
2008, showed $36.6 million in total assets, $29.7 million in total
liabilities, and $3.8 million in total stockholders' equity.

                     About Homeland Security

Headquartered in Arlington, Virginia, Homeland Security Capital
(OTC BB: HOMS) -- http://www.hscapcorp.com/-- is a consolidator      
in the fragmented homeland security industry.  The company
acquires companies that provide security services and products.
The company is headed by former Congressman C. Thomas McMillen,
who served three consecutive terms in the U.S. House of
Representatives from the 4th Congressional District of Maryland.  

Its joint venture Polimatrix Inc., with Polimaster, provides
nuclear and radiological detection and isotope identification
technology used by some government entities and the New York
Police Department.  The company augmented those operations in 2008
when it bought Safety & Ecology Holdings Corp.  Safety & Ecology
provides emergency response, environmental remediation, and
construction services, specializing in the nuclear industry.

Nexus Technologies Group provides integrated security solutions
for the corporate and government security markets.


HOSPITAL PARTNERS: Hires Klee Tuchin as Bankruptcy Lawyers
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set a
hearing for Oct. 20, 2008, on Hospital Partners of Hospital
Partners of America, Inc., and its affiliates' request to approve
the employment of Klee, Tuchin, Bogdanoff & Stem LLP as bankruptcy
counsel, nunc pro tunc to Sept. 24, 2008.

The hearing will be held at 10:00 a.m. at the U.S. Bankruptcy
Court, 824 Market Street, 6th Floor, Courtroom #1, Wilmington,
Delaware.

The Firm will render these services to the Debtors:

     -- providing legal advice with respect to the Debtors'
        powers and duties as debtors in possession in the
        continued operation of their business and management of
        their properties;

     -- preparing on behalf of the Debtors necessary
        applications, motions, answers, orders, reports, and
        other legal papers;
                           
     -- appearing in Court on behalf of the Debtors and in
        order to protect the interests of the Debtors before
        the Court;

     -- preparing and pursuing a sale of the Debtors' business
        pursuant to the Bankptcy Code and confirmation of a
        plan and approval of a disclosure statement; and

     -- performing other legal services for the Debtors that
        may be necessary and proper in these proceedings.

The Firm will charge the Debtors these hourly rates:

               Professionals                  Rates
               -------------                  -----
               Lee R. Bogdanoff               $815
               Michael L. Tuchin              $815
               Martin R. Barash               $655
               Matthew C. Heyn                $450
               
The Debtors assured the Court of the Firm's disinterestedness, and
that the Firm does not hold or represent any interest adverse to
the Debtors' estate.

Objections on the Firm's employment as bankruptcy cousnel must be
filed to the Court by Oct. 15, 2008.

Headquartered in Charlotte, North Carolina, Hospital Partners of
America, Inc. -- http://www.hospitalpartners.com/-- develops and  
manages hospitals.  The company and its affiliates filed for
Chapter 11 bankruptcy protection on Sept. 24, 2008 (Bankr. D. Del.
Case No. 08-12180).  Kurtzman Carson Consultants LLC is the Claims
Agent.  Moore & Van Allen PLLC is the Debtors' corporate and
litigation counsel.  The Debtors listed assets of $100 million to
$500 million and debts of $100 million to $500 million.


HOSPITAL PARTNERS: Taps Pachulski as Bankruptcy Co-counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set a
hearing for Oct. 20, 2008, on Hospital Partners of Hospital
Partners of America, Inc., and its affiliates' request to approve
the employment of Pachulski Stang Ziehl & Jones LLP as co-counsel,
nunc pro tunc to Sept. 24, 2008.

The hearing will be held at 10:00 a.m. at the U.S. Bankruptcy
Court, 824 Market Street, 6th Floor, Courtroom #1, Wilmington,
Delaware.

The Firm will render these services to the Debtors:

     -- providing legal advice with respect to the Debtors'
        powers and duties as debtors in possession in the
        continued operation of their business and management of
        their properties;

     -- preparing on behalf of the Debtors necessary
        applications, motions, answers, orders, reports, and
        other legal papers;
                           
     -- appearing in Court on behalf of the Debtors and in
        order to protect the interests of the Debtors before
        the Court;

     -- preparing and pursuing a sale of the Debtors' business
        pursuant to the Bankptcy Code and confirmation of a
        plan and approval of a disclosure statement; and

     -- performing other legal services for the Debtors that
        may be necessary and proper in these proceedings.

The Firm will charge the Debtors these hourly rates:

        Professionals                Rates
        -------------                -----
        Laura Davis Jones            $775
        Michael R. Seidl             $475
        Curtis A. Hehn               $445
        Patricia E. Cuniff           $195

The Debtors told the Court that the Firm's services will
complement and not duplicate the services of Klee, Tuchin,
Bogdanoff & Stern LLP, whom the Debtors want to retain as
bankruptcy counsel.
               
The Debtors assured the Court of the Firm's disinterestedness, and
that the Firm does not hold or represent any interest adverse to
the Debtors' estate.

Headquartered in Charlotte, North Carolina, Hospital Partners of
America, Inc. -- http://www.hospitalpartners.com/-- develops and  
manages hospitals.  The company and its affiliates filed for
Chapter 11 bankruptcy protection on Sept. 24, 2008 (Bankr. D. Del.
Case No. 08-12180).  Kurtzman Carson Consultants LLC is the Claims
Agent.  Moore & Van Allen PLLC is the Debtors' corporate and
litigation counsel.  The Debtors listed assets of $100 million to
$500 million and debts of $100 million to $500 million.


HOSPITAL PARTNERS: Taps Moore & Van Allen as Corporate Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set a
hearing for Oct. 20, 2008, on Hospital Partners of Hospital
Partners of America, Inc., and its affiliates' request to approve
the employment of Moore & Van Allen PLLC as corporate and
litigation counsel, nunc pro tunc to Sept. 24, 2008.

The hearing will be held at 10:00 a.m. at the U.S. Bankruptcy
Court, 824 Market Street, 6th Floor, Courtroom #1, Wilmington,
Delaware.

The Firm will render these services to the Debtors:

     -- providing legal advice to the Debtors for corporate,
        transactional, real estate, employee benefits, ERISA
        and litigation matters;

     -- preparing on behalf of the Debtors necessary
        applications, agreements, reports, and other legal
        papers in connection with corporate, transaction, real
        estate, employee benefits, ERISA, and litigation
        matters;

     -- appearing in Court on behalf of the Debtors, as may be
        appropriate, and in order to protect the interests of
        the Debtors; and
                        
     -- performing other legal services related to corporate,
        transaction, real estate, employee benefits, ERISA, and
        litigation matters for the Debtors that may be
        necessary and proper in these proceedings.

The Firm will charge the Debtors these hourly rates:

        Professionals                Rates
        -------------                -----
        Hal Levinson                 $470
        Jim McLoughlin               $470
        W.R Hawfield, Jr.            $460
        Danny Johnson                $450
        Carol Bowen                  $375
        Beau Fisher                  $345
        Karin McGinnis               $330
        Kimberly Kirk                $330
        Justin Riess                 $330
        Rob Fisher                   $330
        Arlene Hanks                 $330         I
        Suzanne Schaffer             $295
        Jared Poplin                 $285
        Beverly Binner               $265
        Wes Thornton                 $265
        Jeremy Dunn                  $256
        Bernard Clark                $565

The Debtors told the Court that the Firm will work closely with
Klee, Tuchin, Bogdanoff & Stem LLP -- the Debtors' proposed
bankruptcy counsel -- and Pachulski Stang Ziehl & Jones LLP, the
proposed co-counsel for the Debtors, to ensure that there is no
unnecessary duplication of services performed for or charged to
the Debtors' estates.
               
The Debtors assured the Court of the Firm's disinterestedness, and
that the Firm does not hold or represent any interest adverse to
the Debtors' estate.

Headquartered in Charlotte, North Carolina, Hospital Partners of
America, Inc. -- http://www.hospitalpartners.com/-- develops and  
manages hospitals.  The company and its affiliates filed for
Chapter 11 bankruptcy protection on Sept. 24, 2008 (Bankr. D. Del.
Case No. 08-12180).  Kurtzman Carson Consultants LLC is the Claims
Agent.  Moore & Van Allen PLLC is the Debtors' corporate and
litigation counsel.  The Debtors listed assets of $100 million to
$500 million and debts of $100 million to $500 million.


IBIS TECHNOLOGY: KMPG LLP Resigns as Principal Accountant
---------------------------------------------------------
Ibis Technology Corp. disclosed in a Securities and Exchange
Commission filing that on Sept. 23, 2008, KPMG, LLP resigned as
its principal accountants.

The company said that the audit reports issued by KPMG on its
financial statements as of and for the years ended Dec. 31, 2006
and 2007 did not contain any adverse opinion or a disclaimer of
opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principle, except as follows:

KPMG's report on the financial statements of the Company as of and
for the years ended Dec. 31, 2006 and 2007 contained a separate
paragraph stating that "the Company has suffered recurring losses
from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty."

During the years ended Dec. 31, 2006 and 2007, and the subsequent
interim period through Sept. 23, 2008, there were no disagreements
with KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the satisfaction of KPMG, would have
caused them to make reference to the subject matter of the
disagreement in connection with their opinion.  During the years
ended Dec. 31, 2006 and 2007, and the subsequent interim period
through September 23, 2008, there were no reportable events,
except for a material weakness related to maintaining effective
policies and procedures to ensure a sufficiently detailed
management review of the preliminary financial statements.  The
Company believes that this material weakness was remediated as of
June 30, 2008, as described in its Quarterly Report on Form 10-Q
for the quarter ended June 30, 2008.

                            KPMG Letter

KPMG LLP confirmed that it was previously principal accountants
for Ibis Technology Corporation and, under the date of May 22,
2008, it reported on the financial statements of Ibis Technology
Corporation as of and for the years ended December 31, 2006 and
2007.  

KPMG agree with Ibis' statements except that it is not in a
position to agree with the statement in the third paragraph
relating to the Company's belief that the material weakness was
remediated as of June 30, 2008.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 9, 2008, KPMG
LLP expressed substantial doubt about Ibis Technology
Corporation's ability to continue as a going concern after
auditing the company's financial statements for the year ended
Dec. 31, 2007.  The auditing firm pointed to the company's
recurring losses from operations.

Ibis Technology Corp. reported a net loss of $1,446,740 on total
net sales and revenue of $265,130 for the second quarter ended
June 30, 2008, compared with a net loss of $1,284,010 on total
net sales and revenue of $94,493 in the corresponding period in
2007.

At June 30, 2008, the company's consolidated balance sheet showed
$9,762,833 million in total assets, $731,591 in total liabilities,
and $9,031,242 in total stockholders' equity.  The company had
accumulated deficit of $90,170,387.

                       About Ibis Technology

Ibis Technology Corporation (Nasdaq GM: IBIS) --
http://www.ibis.com/-- is a provider of oxygen implanters for the
production of SIMOX-SOI (Separation-by-Implantation-of-Oxygen
Silicon-On-Insulator) wafers for the worldwide semiconductor
industry.  Headquartered in Danvers, Massachusetts, Ibis
Technology is traded on Nasdaq under the symbol IBIS.


IDEAEDGE INC: Names Mark Sandson to Board of Directors
------------------------------------------------------
IdeaEdge Inc. disclosed in a Securities and Exchange Commission
filing that its Board of Directors has appointed Mark L. Sandson
as a Director.

Since May 2001, Mr. Sandson is the Managing Director of Core
Capital Group, a consulting firm that provides merger and
acquisition and strategic advisory services.  From October 1999 to
April 2001, Mr. Sandson was a Vice President with CompuCom
Systems, Inc., an information technology products and services
company.  From August 1990 to September 1999, Mr. Sandson served
as a consultant to the information technology and defense systems
industries.  Mr. Sandson has served on five corporate boards of
directors previously.

                        About IdeaEdge Inc.

Headquartered in San Diego, IdeaEdge Inc. (OTC BB: IDED) develops
gift card programs.  The company distributes its gift cards
primarily through major retail channels and online.  The company's
flagship gift card program is based on American Idol(TM), a
leading entertainment and consumer merchandise brand in the U.S.
The company will offer a wide range of consumer merchandise with
American Idol(TM) and future brand partners

                       Going Concern Doubt

Cordovano and Honeck LLP, in Englewood, Colorado, expressed
substantial doubt about IdeaEdge Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Sept. 30, 2007.  The auditing firm
reported that the company has incurred net losses since inception
and has a net capital deficit at Sept. 30, 2007.

The company said that these factors, among others, create a
substantial doubt about the company's ability to continue as a
going concern.  The company is dependent upon sufficient future
revenues, additional sales of its securities or obtaining debt
financing to meet its cash requirements.  Barring its generation
of revenues in excess of its costs and expenses or the company's
obtaining additional funds from equity or debt financing, it will
not have sufficient cash to continue to fund its operations
through
June 30, 2009.

The company posted $748,025 in net losses on $1,817 in revenues
for the three months ended June 30, 2008.


IGNIS PETROLEUM: Delays Annual Report Filing with SEC
-----------------------------------------------------
Ignis Petroleum Group Inc. disclosed in a Securities and Exchange
Commission filing that it was unable to timely file its annual
report on Form 10-K by Sept. 30, 2008, because it was unable to
compile and prepare the requisite formal information necessary to
complete the report.  The annual report will be filed on or before
the 15th calendar day following the prescribed due date.

                      About Ignis Petroleum  

Based in Plano, Texas, Ignis Petroleum Group Inc. (OTC BB: IGPG)
-- http://www.ignispetroleum.com/-- is an oil and gas company    
focused on exploration, development and production of crude oil
and natural gas reserves primarily in the onshore areas of United
States Gulf Coast and Mid-Continent.

                     Going Concern Disclaimer

Hein & Associates LLP, in Dallas, expressed substantial doubt
about Ignis Petroleum Group Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007, and 2006.  The
auditing firm reported that the company has suffered recurring
losses from operations and its total liabilities exceeds its total
assets.

Ignis Petroleum Group Inc.'s consolidated balance sheet at
March 31, 2008, showed $1,055,353 in total assets and $3,959,109
in total liabilities, resulting in a $2,903,756 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $505,452 in total current assets
available to pay $2,959,109 in total current liabilities.

The company reported a net loss of $208,056, on total revenue of
$593,449, for the third quarter ended March 31, 2008, compared
with a net loss of $1,873,508, on total revenue of $262,188, in  
the same period last year.


IMPLANT SCIENCES: Delays Filing of Annual Report on Form 10-K
-------------------------------------------------------------
Implant Sciences Corporation disclosed in a Securities and
Exchange Commission filing that it was unable file its Annual
Report on Form 10-K on or prior to the prescribed filing date of
Sept. 29, 2008.  

The company expects to file the Form 10-K within 15 days after the
filing deadline.

The company anticipates reporting net loss from continuing
operations of approximately $10,559,000 on revenues of
approximately $5,152,000 for the year ended June 30, 2008 as
compared to a net loss from continuing operations of $4,733,000 on
revenues of approximately $4,582,000 for the corresponding prior
year period.

                      About Implant Sciences

Headquartered in Wakefield, Mass., Implant Sciences Corporation  
-- http://www.implantsciences.com/-- develops, manufactures and    
sells products through its primary business units: (i) explosives
trace detection systems for homeland security, defense, and other
security related applications and (ii) state of the art services
for the medical and semiconductor industries.  The company has
developed proprietary technology used in its commercial portable
and bench-top ETD systems, which ship to a growing number of
locations domestically and around the world.

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on Oct. 19, 2007,
UHY LLP, in Boston, expressed substantial doubt about Implant
Sciences Corporation's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the fiscal year ended June 30, 2007.  The auditing firm pointed to
the company's recurring losses from operations.

Implant Sciences Corp. reported a net loss of $1,528,000, on
security revenues of $787,000, for the third quarter ended
March 31, 2008, compared with a net loss of $1,892,000, on
security revenues of $1,121,000, in the same period last year.

At March 31, 2008, the company's consolidated balance sheet showed
$9,665,000 in total assets, $5,274,000 in total liabilities,
$2,551,000 in redeemable convertible preferred stock, and
$1,840,000 in total stockholders' equity.


IMPLANT SCIENCES: Amends Laurus Securities Purchase Agreement
-------------------------------------------------------------
Implant Sciences Corporation disclosed in a Securities and
Exchange Commission filing that it entered with LV Administrative
Services, Inc., as administrative and collateral agent for each of
Laurus Master Fund, Ltd., and Valens Offshore SPV I, Ltd., into an
amendment, effective as of Sept. 29, 2008, to the Securities
Purchase Agreement dated Sept. 29, 2005, between the Company and
Laurus.

Under the amendment, the company paid $250,000 to the agent, which
payment is being applied first to any accrued and unpaid dividends
on the shares of Series D Cumulative Convertible Preferred Stock
purchased by Laurus pursuant to the Purchase Agreement, and then
to the outstanding principal balance under the Purchase Agreement
and certain related documents.  

In exchange for the payment, the Holders agreed to change the
Mandatory Redemption Date of the Series D Cumulative Convertible
Preferred Stock from Sept. 29, 2008, to Oct. 24, 2008, at which
time the remaining principal is due.  

                      About Implant Sciences

Headquartered in Wakefield, Mass., Implant Sciences Corporation  
-- http://www.implantsciences.com/-- develops, manufactures and    
sells products through its primary business units: (i) explosives
trace detection systems for homeland security, defense, and other
security related applications and (ii) state of the art services
for the medical and semiconductor industries.  The company has
developed proprietary technology used in its commercial portable
and bench-top ETD systems, which ship to a growing number of
locations domestically and around the world.

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on Oct. 19, 2007,
UHY LLP, in Boston, expressed substantial doubt about Implant
Sciences Corporation's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the fiscal year ended June 30, 2007.  The auditing firm pointed to
the company's recurring losses from operations.

Implant Sciences Corp. reported a net loss of $1,528,000, on
security revenues of $787,000, for the third quarter ended
March 31, 2008, compared with a net loss of $1,892,000, on
security revenues of $1,121,000, in the same period last year.

At March 31, 2008, the company's consolidated balance sheet showed
$9,665,000 in total assets, $5,274,000 in total liabilities,
$2,551,000 in redeemable convertible preferred stock, and
$1,840,000 in total stockholders' equity.


INCYTE CORPORATION: Wants to Withdraw 2006 Registration Statement
-----------------------------------------------------------------
Incyte Corporation filed on Oct. 1, 2008, with the Securities and
Exchange Commission a request to withdrawal of its registration
statement on Form S-3, File No. 333-138866, covering $151,800,000
aggregate principal amount of 3-1/2% Convertible Subordinated
Notes due 2011 and the 13,531,224 shares of the Company's common
stock, $.001 par value, issuable upon conversion of the Notes to
be sold by certain selling security holders.

The Registration Statement was filed on Nov. 21, 2006, and became
effective on Dec. 8, 2006.

Incyte filed the withdrawal request because the obligations to
maintain the effectiveness of the Registration Statement under the
Registration Rights Agreement have expired.

The Company de-registers the Notes, and shares of its Common Stock
into which the Notes are convertible, registered pursuant to the
Registration Statement that remain unsold.

                       About Incyte Corp.

Based in Wilmington, Delaware, Incyte Corporation (Nasdaq: INCY)
-- http://www.incyte.com/-- is a drug discovery and development       
company focused on developing proprietary small molecule drugs to
treat serious unmet medical needs.  Incyte's pipeline includes
multiple compounds in Phase I and Phase II development for
oncology, inflammation and diabetes.  

                          *     *     *

As reported in The Troubled Company Reporter on Aug. 4, 2008, the
company posted net loss of $45.6 million for the quarter ended
June 30, 2008.  The company's balance sheets showed $204.7 million
in total assets and and $441.9 million in total liabilities,
resulting in a $237.2 million stockholders' deficit.


INDEVUS PHARMACEUTICALS: Visium Asset, et al., Hold 6.17% Stake
---------------------------------------------------------------
Visium Asset Management, LP, JG Asset, LLC,  Jacob Gottlieb,
disclosed in a Securities and Exchange Commission filing that they
may be deemed to beneficially own 4,781,349 shares of Indevus
Pharmaceuticals Inc.'s common stock, representing 6.17% of the
shares issued and outstanding.

                 About Indevus Pharmaceuticals

Based in Lexington, Massachusetts, Indevus Pharmaceuticals Inc.
(Nasdaq: IDEV) -- http://www.indevus.com/-- is a specialty       
pharmaceutical company engaged in the acquisition, development and
commercialization of products to treat conditions in urology and
endocrinology.

At June 30, 2008, the company's balance sheet showed total assets
of $173.7 million and total liabilities of $291.8 million,
resulting in a $118.0 million stockholders' deficit.


INNUITY INC: James Crisera Quits as President for Promotions Unit
-----------------------------------------------------------------
Innuity, Inc. disclosed in a Securities and Exchange Commission
filing that James D. Crisera resigned as President, Promotions
Division, effective Oct. 2, 2008, for personal reasons and to
pursue other interests.

Headquartered in Redmond, WA, Innuity, Inc. (OTCBB: INNU) --
http://www.innuity.com/-- is a Software as a Service (SaaS)   
company that designs, acquires, and integrates applications to
deliver solutions for small business. Innuity's Internet
technology is based on an affordable, on-demand model that allows
small businesses to simply interact with customers, business
partners and vendors and efficiently manage their businesses.
Innuity delivers its on-demand applications through its Internet
technology platform, Innuity Velocity(TM).

As of June 30, 2008, the company's balance sheet showed total
current assets of $1.8 million and total current liabilities of
$3.8 million.  The company had total assets of $2.7 million, $4.4
million in total liabilities, and total stockholders' deficit of
$1.7 million.


INTEGRAL VISION: Grants Restricted Shares & Options to Executives
-----------------------------------------------------------------
Integral Vision Inc. disclosed in a Securities and Exchange
Commission filing that on Jan. 1, 2009, it will grant to Mark
Doede, President, Chief Operating Officer and Chief Financial
Officer, 116,000 restricted shares of its common stock that will
vest upon the repayment of the Company's Class 2 Notes.  This
grant is only effective if Mr. Doede is an employee of the Company
as of January 1, 2009.

Mr. Doede, President, Chief Operating Officer and Chief Financial
Officer was granted Sept. 17, 2008, 184,000 restricted shares of
the Company's common stock that will vest upon the repayment of
its Class 2 Notes as provided for in the Fifth Amended Note and
Warrant Purchase Agreement.

On Sept. 17, 2008, the Board of Directors of Integral Vision
granted these restricted shares of the Company' common stock and
stock options, as authorized under the 2008 Equity Incentive Plan
of the Company, to certain officers:

   -- Charles J. Drake, Chairman and Chief Executive Officer
      (Principal Executive Officer) of the Company, has been
      granted:

      -- 500,000 restricted shares of the Company's common stock
         that will vest on Jan. 1, 2009;

      -- 500,000 restricted shares of the Company's common stock
         that will vest upon the repayment of the Company's Class
         2 Notes as provided; and

      -- a Non-Qualified Stock Option that vests immediately for
         the right to purchase 500,000 shares of the Company's          
         common stock for a per share exercise price equal to the
         closing price for a share of the Company's common stock
         as listed on the OTC Bulletin Board as of Sept. 17, 2008.

   -- Andrew Blowers, Chief Technology Officer of the Company, has
      been granted Incentive Stock Options for the right to
      purchase these shares of the Company's common stock:

      -- 168,000 shares, which option shall vest on Dec. 31, 2008;

      -- 40,000 shares, which option shall vest on Sept. 15,
2009;          
         and

      -- 35,000 shares, which option shall vest on Sep. 15, 2010.

      The per share exercise price for these shares shall be equal
      to the closing price for a share of the Company's common
      stock as listed on the OTC Bulletin Board as of Sept. 17,
      2008.

   -- Jeffrey Becker, Senior Vice President of the Company, has
      been granted Incentive Stock Options for the right to
      purchase these shares of the Company's common stock:

      -- 157,000 shares, which option shall vest on Dec. 31, 2008;

      -- 75,000 shares, which option shall vest on Sept. 15, 2009;
         and

      -- 25,000 shares, which option shall vest on Sept. 15, 2010.

      The per share exercise price for these shares shall be equal
      to the closing price for a share of the Company's common
      stock as listed on the OTC Bulletin Board as of Sept. 17,
      2008.

   -- Paul M. Zink, Vice President of Applications Engineering of
      the Company, has been granted Incentive Stock Options for
      the right to purchase these shares of the Company's common
      stock:

      -- 175,000 shares, which option shall vest on Dec. 31, 2008;
         and

      -- 25,000 shares, which option shall vest on Sept. 15, 2009.

      The per share exercise price for these shares shall be equal
      to the closing price for a share of the Company's common
      stock as listed on the OTC Bulletin Board as of Sept. 17,
      2008.

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

                       Going Concern Doubt

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

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

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

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


IRIDIUM SATELLITE: Moody's Holds Ratings; Changes Outlook to Dev.
-----------------------------------------------------------------
Moody's Investors Service revised Iridium Satellite LLC's ratings
outlook to developing from stable.  At the same time, Moody's
affirmed the company's B2 corporate family rating, B1 probability
of default rating, SGL-1 speculative grade liquidity rating, and
the ratings of individual debt instruments.  The rating action was
prompted by Iridium's September 23, 2008 announcement that it
intends to combine with and be merged into GHL Acquisition Corp.,
a publicly traded special purpose acquisition company sponsored by
Greenhill & Co., Inc., an independent investment bank with a 17%
ownership interest in GHL.

Following completion of the transaction, which, subsequent to
receipt of all requisite approvals is expected to close in the
first part of 2009, the combined entity will be renamed Iridium
Communications Inc. and will apply for listing on the NASDAQ.  The
transaction values Iridium at $591 million (inclusive of
$131 million of outstanding net indebtedness).

At this juncture, there is no cause to adjust Iridium's existing
ratings.  Iridium continues to perform quite well, and the pending
transaction provides positive developments as the company looks to
finalize and implement a plan to launch its next generation
satellite constellation, "Iridium Next."  However, while this
transaction provides Iridium the ability to repay all outstanding
debt, this is not certain, and there has been no definitive
disclosure concerning Iridium Next.  Consequently, with the key
matters underpinning the existing B2 CFR remaining unchanged,
there is no cause to adjust Iridium's debt ratings at this time.

However, GHQ will be filing a definitive proxy statement with the
Securities and Exchange Commission that may provide additional
details concerning Iridium's debt and plans for Iridium Next along
with more detailed financial information.  Accordingly, it is
appropriate to revise the ratings outlook to developing to reflect
the fact that information may be forthcoming that may have a
ratings impact.  Moody's intends to comment further subsequent to
the proxy statement being filed.

Outlook Actions:

Issuer: Iridium Satellite LLC

  -- Outlook, Changed To Developing From Stable

Affirmations:

Issuer: Iridium Satellite LLC

  -- Corporate Family Rating, unchanged at B2
  -- Probability of Default Rating, unchanged at B1
  -- Senior Secured Bank Credit Facility, unchanged at B1
     (LGD4, 55%)

  -- Second Lien Secured Bank Credit Facility, unchanged at B3
     (LGD6, 95%)

Moody's most recent rating action was on 5 March 2008, at which
time Moody's upgraded Iridium's CFR by one notch to B2 from B3 and
also upgraded the company's PDR and SGL ratings to B1 and SGL-1,
respectively.  At that time, it was noted that favorable short
term influences caused default risk to be assessed as less than
the usual standard for a B2 CFR.  Conversely, it was noted that as
the company's asset base nears the expiration of its useful life,
the loss given default assessment is higher than standard.

Accordingly, the probability of default rate was assessed and
remains as more akin to B1 risk levels, and the mean LGD
expectation for the enterprise is 65%.

Headquartered in Bethesda, Maryland, Iridium Satellite LLC is a
mobile satellite services company that provides global
telecommunication services to government and commercial customers.


JDA SOFTWARE: Moody's Rates Proposed $25MM Secured Revolver 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to JDA Software's
proposed $25 million senior secured revolver, $425 million senior
secured term loan and affirmed the company's B1 corporate family
rating with a stable outlook.  Proceeds from the proposed debt
offering will be used to finance JDA's acquisition of i2
Technologies and repay existing debt.  Simultaneously, Moody's
lowered JDA's speculative grade liquidity rating to SGL-2 from
SGL-1 reflecting the company's reduced financial flexibility as a
result of the transaction and ongoing concerns about the global
economic situation.

The B1 corporate family rating incorporates Moody's favorable view
of the intended transaction and reflects the strength of JDA's
market position as a supplier of sophisticated supply chain
planning and management software solutions to large and medium-
sized customers in the retail and manufacturing markets, enhanced
scale and market position that is expected from the i2
acquisition, JDA's moderate pro forma leverage at 3.5x, its stable
free cash flow generation capabilities as well as its expected
good liquidity position.

The rating is constrained by the JDA's relatively small size in
the highly competitive and fragmented supply chain management
software market with formidable large-scale cross platform ERP
competitors such as SAP and Oracle as well as smaller specialty
software vendors, near-term integration challenges from the
proposed i2 acquisition, which had been underperforming due to
poor execution, senior management turnover, and a public sale
process.

In addition, JDA also faces the potential for demand curtailment,
particularly in the retail vertical, given the current challenging
macroeconomic environment.  Moody's also notes that market
maturation or heightened industry competition could prompt further
debt-financed acquisition activity by JDA, although additional
material acquisitions in the near-term are unlikely given the
pending i2 acquisition.

The affirmation of corporate family rating and the stable outlook
reflect Moody's expectation that JDA will continue to maintain its
solid market position and generate strong operating profits and
free cash flows, which would be used to gradually repay debt.  
Moody's also expects that the company will adhere to conservative
financial policy with respect to dividend payouts and share
repurchases.

SGL rating was lowered to SGL-2 from SGL-1 reflecting JDA's
reduced financial flexibility as a result of the leveraging
transaction.  Pro forma for the i2 acquisition, balance sheet cash
is expected to be approximately $77 million (down from almost
$125 million as of June 2008).  In addition, the company's new
$25 million revolving credit facility (as compared to the current
$50 million), while expected to be undrawn over the near-term is
small relative to the size of JDA's business.  Lastly, the new
credit facility contains sizeable term loan amortizations, which
will limit the company's free cash flow.

These new ratings were assigned:

  * $25 million Senior Secured Revolving Credit Facility due 2013
    -- B1 (LGD-3, 33%)

  * $425 million Senior Secured Term Loan due 2013 -- B1
    (LGD-3, 33%)

These ratings were affirmed:

  * Corporate Family Rating -- B1
  * Probability of Default Rating -- B2

These ratings were lowered:

  * Speculative Grade Liquidity -- SGL-2 from SGL-1

Upon closing of the proposed transaction and repayment of existing
debt, Moody's will withdraw these ratings:

  * $50 million senior secured revolving credit facility due 2012
    -- B1 (LGD-3, 30%)

  * $81 million senior secured term loan due 2013 - B1
    (LGD-3, 30%)

The new instruments ratings are subject to closing of the
transaction and Moody's final review of the executed documents.

The previous rating action occurred on June 8, 2006 when Moody's
assigned JDA Software B1 ratings to Corporate Family Rating and
senior secured credit facilities.

Headquartered in Scottsdale, Arizona, JDA is a supplier of
enterprise supply chain management software and optimization
solutions for the manufacturing, wholesale distribution, retail
and service industries. Pro forma revenue for the combined company
is expected to be approximately $635 million.

                       
KIRBY OAKS: Gets Interim Authority to Access Cash Collateral
------------------------------------------------------------
The Deal's Jamie Mason reports that the Hon. Paulette J. Delk of
the United States Bankruptcy Court for the Western District of
Tennessee authroized Kirby Oaks Integra LLC dba Waverly Gardens to
use cash collateral on the interim basis.

A hearing is set for Nov. 12, 2008, for final approval, the report
says.

According to Mr. Mason, Kirby Oaks intends to use the cash
collateral to allow to continue operating.  The company does not
expect to access postpetition loan to fund its case, he continued.

Secured creditor First Tennessee Bank NA, who asserted
$8.9 million in claims, protested to the company's request to use
cash collateral citing that it is not adequately protected, the
Deal relates.  The creditor's objection is pending a final order,
the report notes.

                         About Kirby Oaks

Headquartered in Memphis, Tennessee, Kirby Oaks Integra LLC
operates a health care business.  The company filed for Chapter 11
protection on Oct. 2, 2008 (Bankr. W.D. Tenn. Case No. 08-30221).
Michael P. Coury, Esq., at Farris Bobango Branan PLC, represents
the Debtor.  When the Debtor filed for protection from its
creditors, it listed assets and debts between $1 million and
$10 million each.


LANDSOURCE COMMUNITIES: TPC Membership Program Tops Agenda
----------------------------------------------------------
Lawyers for LandSource Communities Development LLC hope that the
U.S. Bankruptcy Court for the District of Delaware will grant
Newhall Land permission to keep golf club TPC at Valencia's
Membership Deposit Refund Program going while trustees wrangle
with how to pay millions of dollars to hundreds of creditors, the  
Signal, a daily community newsparer in Santa Clara Valley, Calif.,
reported Saturday.  

The report relates that the program allows members to cash in
their memberships.  Newhall Land & Farmings owns TPC at Valencia
and LandSource owns Newhall Land.  Both companies were included in
the debtor company list filed by LandSource.

Newhall Land notified TPC members that their membership money tops
this week's agenda in bankruptcy court, the report says.

"We've notified members and we absolutely value their commitment
and fully intend to honor their memberships," said Marlee Lauffer,
director of communications for Newhall Land, according to the
report.

LandSource lawyers fear a run on memberships similar to a run on
banks if their request is not granted, according to the report.

The report says the Tournament Players Club at Valencia has about
330 members.  Memberships range from a Junior rate of $25,000
demanding monthly dues of $380 to a Corporate membership valued at
$65,000 requiring a $485 a month paid in dues to corporate
designees.  If all memberships were held by junior members, it
would amount to as little as $8.25 million.  If all were corporate
members that amount would be more than $21.4 million.

                    About LandSource Communities

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

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

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

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.


LARRY GLETZER: Case Summary & Seven Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Larry Bruce Gletzer
        1784 McBain Avenue
        San Jose, CA 95125

Bankruptcy Case No.: 08-55708

Chapter 11 Petition Date: October 7, 2008

Court: Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: Charles B. Greene, Esq.
                  cbgattyecf@aol.com
                  Law Offices of Charles B. Greene
                  84 W Santa Clara St. #770
                  San Jose, CA 95113
                  Tel: (408) 279-3518

Total Assets: $1,500,000

Total Debts: $1,313,067

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

            http://bankrupt.com/misc/califnb08-55708.pdf


                       
LAWRENCE TOTTER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lawrence Jacob Totter, Jr.
        25433 Eagle Lane, Unit 135
        Valencia, CA 91381

Bankruptcy Case No.: 08-17770

Chapter 11 Petition Date: October 7, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Louis J Esbin, Esq.
                  Esbinlaw@sbcglobal.net
                  27201 Tourney Rd., Ste. 122
                  Valencia, CA 91355-1804
                  Tel: (661) 254-5050
                  Fax: (661) 254-5252

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

           http://bankrupt.com/misc/califcb08-17770.pdf


LEHMAN BROTHERS: Doesn't Need Financing Anymore, Panel Says
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York  
previously allowed Lehman Brothers Holdings, Inc., and its
affiliates to borrow, on an interim basis, up to $200,000,000
pursuant to a Senior Secured Superpriority Debtor in Possession
Credit Agreement with Barclays Bank plc.  The Court will convene a
hearing to consider final approval of the DIP Financing on Oct. 16
at 10:00 a.m.

The Official Committee of Unsecured Creditors believes that
several events have transpired since the approval of the Interim
DIP Order that render the DIP Agreement no longer in the best
interests of the Debtors' estates.

Dennis F. Dunne, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
New York, notes that the Court-approved Asset Purchase Agreement
between Barclays Capital Inc., and the Debtors for the sale of
certain of their assets resulted in cash proceeds to them of more
than $1 billion.

Since the Debtors have access to the $1 billion in funds for
their day-to-day operations and given the consummation of the
Barclays APA, the Debtors' postpetition financial obligations
have diminished substantially, Mr. Dunne points out.

In addition, the Debtors are anticipating receipt of significant
additional amounts from contract counterparties.  Therefore, the
legal and factual conditions for approving the DIP Agreement on a
final basis simply cannot be satisfied and the Debtors should
repay the amounts they initially borrowed and they should
terminate the DIP Agreement, notes Mr. Dunne.

Mr. Dunne relates that during the hearing to approve the DIP
Motion on an interim basis, the Committee had no reason to expect
that the Debtors would have the ability to repay all amounts
borrowed under the DIP Agreement before the occurrence of a final
hearing for the DIP Motion.

Moreover, the DIP Lenders interpret the DIP Interim Order to have
granted them final relief with respect to material aspects of the
Debtors' DIP Motion, including certain fees and penalties.

The Committee asserts that to the extent the DIP Lenders assert
that the DIP Interim Order is final with respect to any relief
other than authorizing the initial draw of $200,000,000, the
Court should reconsider the terms and provisions of the DIP
Interim Order.

Accordingly, the Committee asks the Court to reconsider the terms
and provisions of the DIP Interim Order with respect to any issue
in the Order that may be deemed to have a final effect.

The Committee's request will be considered by the Court at a
hearing on October 16, 2008, at 10:00 a.m.  Objections are due
October 13, 2008 at 4:00 p.m.

        Noteholders: Terms to Give Control to DIP Lenders

The Informal Noteholder Group, consisting of unaffiliated holders
of senior and subordinated notes issued by Lehman Brothers
Holdings Inc., asserts that several provisions of the DIP Credit
Agreement are unduly burdensome and provide the DIP Lenders with
undue control over the administration of the Debtors' Chapter 11
cases to the detriment of their estates and their creditors.

Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, avers that the Court should require the Debtors to  
make several technical modifications to the DIP Agreement or to
the Final DIP Order in connection with approving the DIP Facility
on a final basis.

Mr. Dublin asserts that several provisions of the DIP Credit
Agreement are overly broad and burdensome to the Debtors, their
estates and their creditors.

Therefore, the Informal Noteholder Group proposes these
modifications to the DIP Credit Agreement:

  * iron-clad protections should be included to ensure that the
    Debtors are repaid for any amounts advanced to their
    affiliates and those protections should govern the
    intercompany obligations among the parties.  The protections
    should dictate whether an event of default under the DIP
    Facility has occurred and not solely the failure of debtor-
    affiliate to promptly reimburse the Debtors for DIP Facility
    borrowings advanced to the affiliate;

  * Section 2.17 provides that there will be restrictions on the
    Debtors' ability to access sale proceeds, including
    restrictions on the ability of a subsidiary to upstream sale
    proceeds to the Debtors.  A default under the DIP Facility
    may be triggered as a result of those restrictions, which
    should be modified in order to recognize those limitations;

  * Section 4.12 provides that there are no unstayed adverse
    proceedings against the Debtors that could have a materially
    adverse effect.  Absent a sworn affirmation from the Debtors'
    authorized representative that the statements under Section
    4.12 are accurate, the provision must be removed from the DIP
    Credit Agreement;

  * Section 5.16 requires the appointment of Brian Marsal as the
    Debtors' chief restructuring officer, which should be
    modified to provide a reasonable period of time for the
    retention of an acceptable replacement if Mr. Marsal can no
    longer serve as the Debtors' chief restructuring officer.

  * Section 5.19 does not allow for any variance from the DIP
    Facility budget, which should be modified to permit a
    reasonable variance percentage as is common for postpetition
    credit facilities;

  * Section 6.9 provides that the Debtors will not permit any
    subsidiaries to consolidate, liquidate or convey all or any
    part of their businesses, assets or property without the
    approval of the DIP Lenders. Section 6.9 should be deleted as
    it gives the DIP Lenders undue control over the Debtors;

  * Section 8.1(a) makes it an event of default if the Debtors
    fail to make any payment when due under the DIP Credit
    Agreement, which should be modified to provide the Debtors
    with a reasonable grace period in connection with their
    payment obligations;

  * Section 8.1(b) provides that there will be an event of
    default if the Debtors default on any postpetition debt of
    more that $1,000,000 or if any subsidiary defaults on a
    prepetition or postpetition debt in excess of $100,000.
    Section 8.1(b) should be modified to carve out the instances
    where a default is the direct result of the filing of a
    Chapter 11 petition by the Debtors' affiliate;

  * Sections 8.1(f) and (g) provide that the voluntary or
    involuntary bankruptcy of any Material Subsidiary of the
    Debtors is an event of default, which should be deleted or
    amended to permit the Debtors' Material Subsidiaries to file
    a Chapter 11 petition;

  * Section 8.1(p)(v) provides that a Court order lifting or
    modifying the automatic stay to allow any creditor to execute
    upon or enforce a lien on any DIP Facility collateral in
    excess of $50,000 is an event of default, which should be
    modified to increase the threshold amount or a material
    adverse effect qualification be added;

  * Section 10.5 requires approval of 100% of the DIP Lenders to
    waive a mandatory prepayment of the DIP Facility or an event
    of default, which should be modified to provide a less
    burdensome mechanism for those waivers;

  * the indemnification provisions and the definition of
    Indemnified Liabilities require the Debtors to indemnify the
    DIP Lenders from any transaction related to the DIP Facility,
    which should be modified so that it will only be solely
    limited to the DIP Facility;

  * the provision permitting modifications to the DIP Agreement
    without further Court approval after notice only to the
    Debtors, the Creditors Committee and the U.S. Trustee,
    should be modified to provide the Informal Noteholder Group
    with the same notice and opportunity to object or that
    provision should be changed to require that modifications
    cannot be permitted without prior Court approval;

  * to the extent the Debtors are required to pay a premium or
    penalty in connection with the prepayment of any obligations
    under the DIP Facility, the Debtors should be required to
    disclose those obligations and the obligations should be
    thoroughly vetted by the Court; and

  * the DIP Lenders should be required to provide the Debtors,
    the Creditors' Committee, the U.S. Trustee and the Informal
    Noteholder Group with copies of all invoices for which
    payment is requested and those parties should be given the
    opportunity to object to the invoices and with disputes
    resolved by the Court.

The Informal Noteholder Group asks the Court to deny approval of
the Debtors' DIP Motion on a final basis absent the proposed
Modifications.

           PBGC: DIP Disregards Units' Retirement Plans

The Pension Benefit Guaranty Corporation slammed the treatment of
proceeds from asset sales by Lehman Brothers Holdings' nondebtor
subsidiaries under the proposed DIP financing, which is comprised
of a $200 million revolving credit facility and a $250 million
term loan.

In a court filing, the PBGC complained that the proposed DIP
financing disregards payment of the nondebtor subsidiaries'
liabilities under the Lehman Brothers Holdings Inc. Retirement
Plan, which PBGC said is covered by Title IV of the Employee
Retirement Income Security Act of 1974.

The PBGC said the proposed financing allows the upstreaming of
asset sale proceeds through Lehman Brothers Holdings to Barclays
Bank PLC and Barclays Capital, "without paying the superior
claims of all creditors of the nondebtor subsidiaries."

"To date, the Debtors have not stated their intentions regarding
the pension plan.  They have not identified any entity that will
assume sponsorship of the pension plan once [Lehman Brothers
Holdings] liquidates its assets," the court filing said.

The PBGC suggested that the proceeds from an asset sale of any of
Lehman Brothers Holdings' subsidiaries be held in escrow until
the company "provides for the assumption or standard termination
of the pension plan or satisfaction of termination-related
pension liabilities."

The PBGC is the U.S. government agency created to administer the
benefit pension plan termination insurance program under the
Employee Retirement Income Security Act of 1974.

                      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.

Fifteen subsidiaries have filed separate chapter 11 petitions
since then.

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: Newport To Depose LBHI on Lost Transfers
---------------------------------------------------------
Newport Global Opportunities Fund LP, Newport Global Credit Fund
(Master) L.P., PEP Credit Investor L.P. and Providence TMT
Special Situations Fund L.P. seek the U.S. Bankruptcy Court for
the Southern District of New York's authorization to conduct
discovery pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure, in connection with, among other things, the
transfer of securities, cash or other property held by or for
Lehman Brothers International Europe.

The Newport Funds propose to conduct discovery in the form of
deposition of Lehman Brothers Holdings, Inc., and document
production involving the fund transfers.

The Newport Funds previously obtained prime brokerage services
from Lehman Brothers Inc. are pursuant to customer account
agreements.  LBIE, Lehman Brothers Special Financing, and other
members of the Lehman group were also parties to the Agreements.

On Sept. 10, the Funds instructed LBI to transfer assets held by
LBIE as collateral under the Agreements to Credit Suisse, which
would assume duties as the prime broker going forward.  Given the
straightforward nature of the transfer, the Funds expected that
it would be completed within one business day.  However, those
expectations were not met, says Edward S. Weisfe1ner, Esq., at
Brown Rudnick LLP.

On Sept. 15, LBIE and several other European affiliates were
placed into administration proceedings under English law, and
LBHI filed bankruptcy protection under Chapter 11 in the United
States.

On Sept. 15, a representative of LBI advised the Funds that all
accounts in the possession of LBIE were "under lockdown" and that
PricewaterhouseCoopers LLP, appointed as joint administrators for
the Lehman European group of companies, would provide an update
on progress relating to the transfer.

The Newport Funds have informed LBIE, PwC and the Debtors that
"harm would be visited upon the Funds in the event the transfers
were not completed in an expedited manner".  Despite warnings by
the Funds the delay of the transfers would compromise a number of
transactions with third parties, the transfers have not been
completed, Mr. Curtis relates.

Mr. Curtis notes that in the aftermath of the chapter 11 filing,
rumors abound that billions of dollars were swept to LBHI from
its London affiliates on Sept. 12.  However, since commencing the
Chapter 11 cases, the Debtors have failed to disclose any kind of
prepetition cash movement.

Accordingly, the Newport Funds ask the Bankruptcy Court to allow
them to depose persons knowledgeable about the transfers and    
demand documents from the Debtors in connection with the flow,
movement and transfer of any funds, cash, securities, repurchase
agreements, swap agreements, derivative securities and other
property after July 15, 2008, between, on the one hand LBHI or
LBI, and other other, the affiliates and other subsidiaries of
LBHI, including LBSF and LBIE.

The Newport Funds did not disclose the amount of the transfers.

The Newport Funds are represented by:

         Edward S. Weisfe1ner, Esq. (EW 5581)
         David J. Molton, Esq. (DM 1106)
         Andrew Dash, Esq. (AD 7913)
         BROWN RUDNICK LLP
         Seven Times Square
         New York, NY 10036
         Telephone: (212) 209-4800
         Facsimile: (212) 209-4801

The Court will convene a hearing on Newport's request on October
16, 2008 at 10:00 a.m.  Objections are due October 10, at 4:00
p.m.

                      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.

Fifteen subsidiaries have filed separate chapter 11 petitions
since then.

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: To Sell Eagle Energy to EDF for $230 Million
-------------------------------------------------------------
Lehman Brothers Holdings Inc., asked the U.S. Bankruptcy Court
for the Southern District of New York for permission to sell their
stake in Eagle Energy Partners, citing as reason its inability to
extend credit to the energy marketing company.

"The events of the past few weeks that drove down Lehman
Brothers' credit standing were particularly harmful to the
ability of the [company] to sustain its operations.  These recent
financial difficulties made it impossible to continue extending
credit to Eagle, which has, in turn, put Eagle's operations at
risk," the company said in a court filing.

Lehman Brothers owns limited and general partnership interests in
Eagle Energy.  The Houston-based energy marketing company relies
on Lehman Brothers for extensions of credit to fund its  
operations.  Eagle presently owes Lehman Brothers about
$663,861,636.

Lehman Brothers said it has already entered into an agreement to
sell for $230 million all of its partnership interests to EDF
Trading North America Management LLC, and EDF Trading North
America Inc.

The key terms of the purchase agreement are:

   (1) The general partnership interests would be sold to EDF
       Trading North America Management LLC, while the limited
       partnership interests would be sold to EDF Trading North
       America Inc.

   (2) Lehman Brothers would reduce Eagle Energy's debt by            
       $433,378,289.  Lehman Brothers would also assign all of
       its rights under the loan to EDF Trading North America
       Inc., in return for payment of $230,483,347.

       In addition, any amounts owed to or by Eagle Energy,
       Lehman Brothers and any of its affiliates would be
       deemed paid, including a $19,516,553 receivable owed by
       Lehman Brothers Commodity Services Inc., to Eagle
       Energy.

   (3) Before the sale closing, Lehman Brothers would either
       assign or sublet to Eagle Energy on a back-to back basis
       its lease contract with Guggenheim Concourse for   
       commercial office space in Houston.

   (4) The parties must obtain court approval of the
       agreement, obtain authorization from the Federal
       Energy Regulatory Commission, and the waiting period
       under the Hart-Scott-Rodino Act filing must expire prior
       to the closing.

   (4) The buyers would pay any transfer, sales, use,
       documentary, stamp or similar tax owed in connection
       with the sale transaction.

   (5) Lehman Brothers would only indemnify the buyers after
       the closing of the transaction for any breach of a
       representation or warranty regarding title to the
       partnership interests, due authorization or
       enforceability of the purchase agreement; and any
       failure to honor Lehman Brothers' further assurances
       covenant.

   (6) Within 90 days after the closing of the transaction,
       Lehman Brothers would provide transition services to
       Eagle Energy necessary to operate the business in a
       manner substantially similar to the services Lehman
       Brothers currently provides.  Lehman Brothers must be
       reimbursed in arrears on a monthly basis for services
       performed.

Under the deal, Lehman Brothers and the buyers also agreed to
retain seven employees including two "specifically designated
individuals," whom they considered essential for Eagle Energy's
business operations.

The purchase agreement would be terminated if the transaction is
not made by Dec. 31 or if the agreement is not approved by the
Court by Nov. 30.

The Court will convene a hearing to consider approval of the
proposed sale on Oct. 16.

A copy of the purchase agreement is available without charge at:

             http://ResearchArchives.com/t/s?3392

Eagle Energy -- http://www.eagleenergypartners.com/-- acquires,  
manages, and delivers natural gas and electric power across the
United States and Canada. Operating 24/7 from Houston, Texas-as
well as from Atlanta, Pittsburgh, and Chicago-Eagle Energy offers
aggressive, professional asset management; around-the-clock power
marketing; and extensive gas supply, transportation, and storage.

In a press statement, John Rittenhouse, CEO of EDFT said, "EDFT is
very pleased with this transaction. We are impressed by Eagle's
management and staff, their customer focus and market knowledge.  
Eagle will become the centerpiece of EDFT's wholesale operations
in North America.  This acquisition is consistent with EDF's
strategy of optimising its gas supply in the global LNG market."

                        About EDF Trading

EDF Trading is an active participant in the international
wholesale energy markets.  It buys and sells electricity,
emissions, natural gas, coal, freight, biomass, and oil.
EDF Trading is one of the largest electricity traders in Europe,
a leading European gas trader, and an active participant in the
global market for liquefied natural gas.  It has traded in the EU
emissions market since it began and is one of the top buyers of
carbon credits from Clean Development Mechanism projects around
the world.  It also works alongside coal-fired power generators
to provide biomass procurement, logistical and technical support.
EDF Trading is a 100% owned subsidiary of EDF, Europe's largest
power utility and a group active in all areas of the energy
sector including generation, transmission, distribution and
supply.  EDF Trading is the interface to the wholesale energy
markets for EDF in France and the UK.  EDF Trading's expertise
has been recognised by the industry.  It has been awarded
Electricity Europe House of the Year 2008 by Energy Risk
magazine, International Coal Supplier of the Year in the 2008
McCloskeys Coal UK awards, and a Gold Award for Excellence in
Emission Markets in the 2007 Energy Business Awards.

A spokesperson of EDF Trading disclosed to Reuters that the
purchase price of the Eagle Energy transaction is confidential.

                      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.

Fifteen subsidiaries have filed separate chapter 11 petitions
since then.

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: Vanguard Wants Info on $500M LW-LLP Note Payment
-----------------------------------------------------------------
The Vanguard Group, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York to enter an order clarifying,
amending or modifying the order approving the sale of Lehman
Brothers, Inc., and other assets to Barclays Capital, Inc., on
the limited issue of whether the Court's Sept. 20 sale order
authorized the repayment of a $500,000,000 promissory note in
favor of LW-LLP Inc.

Vanguard is concerned that the Debtors may have transferred
$500,000,000 of sale proceeds to a non-debtor affiliate in
contravention to the representation of Debtors' counsel
that the payment obligation to the non-debtor affiliate had
already been extinguished by the time of the sale hearing.

On Sept. 20, 2008, Lehman Brothers Holdings Inc. and its units
Lehman obtained Bankruptcy Court approval to sell assets to
Barclays for a cash payment of $1.54 billion.  According to
Robert M. Hirsh, Esq., at Arent Fox LLP, due to the exigencies of
the sale process, several key terms were still being revised
immediately before the September 19 sale hearing.
    
Mr. Hirsh narrates that one of the changes to the sale terms
involved the deletion of Section 10.2(d) of the Asset Purchase
Agreement.  Section 10.2(d) stated that as a condition to closing
"the mortgage in favor of the Seller's Affiliate with respect to
the premises at 745 Seventh Avenue, New York, New York shall have
been fully repaid and extinguished".   In explaining the
deletion, Debtors' counsel stated that "as it turned out, Your
Honor, there is no mortgage on that property. So we deleted that
reference".

The Court, according to Mr. Hirsh, raised a concern regarding the
proposed payment to a non-debtor affiliate.  In response,
Debtors' counsel explained that the deletion would not impact the
estate's realization of value because the $500,000,000 promissory
note on the 745 building had been "already" extinguished and that
the full purchase price to be paid for the 745 building would be
"transferred up to the holding company" level.

However, the final sale documents made available to the public on
September 22, 2008, provided, a Clarification Letter explaining
that "the $500,000,000 promissory note made by 745 in favor of
LW-LLP Inc. will be fully repaid and extinguished", Mr. Hirsh
points out.

Vanguard, thus notes, that it is now unclear whether the Debtors
used $500 million of sale proceeds to repay LW-LLP Inc., a non-
debtor Lehman affiliate.

Aside from conflicting the record of the hearing, the payment of
an inter-company claim without any proof or information about the
validity of the claim and the corresponding denial of any party-
in-interest to examine the validity of the inter-company claim
has a significant potential to result in loss of value to the
estate and harm to creditors, Mr. Hirsh contends.  He notes that
use of sale proceeds in this manner, would have the same effect
as a sub rosa plan.

The transfer, according to Mr. Hirsh, deprives value to creditors
of LBHI -- the intended recipient of the "full purchase price".  
Furthermore, he asserts, the payment of an inter-company claim
without any proof or information about the validity of the claim
will in effect deny other parties-in-interest the opportunity to
examine the right of LW-LLP Inc. to receive those funds.

The Court will convene a hearing to consider Vanguard's request
on Nov. 5, 2008 at 10:00 a.m.  Objections are due Oct. 31, 2008
at 4:00 p.m.

Counsel for the Vanguard Group are:

         Robert M. Hirsh, Esq.
         George P. Angelich, Esq.
         ARENT FOX LLP
         1675 Broadway
         New York, New York 10019
         (212) 484-3900

                      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.

Fifteen subsidiaries have filed separate chapter 11 petitions
since then.

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: Vanguard, Aegon to Serve on 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.


LPATH INC: Share Registration Statement Takes Effect
----------------------------------------------------
Lpath, Inc. disclosed in a Securities and Exchange Commission
filing that its Registration Statement on Form S-1 File Number
333-153423 containing a prospectus that relates to the resale by
certain selling security holders of up to 9,111,455 shares of the
company's Class A common stock took effect on Sept. 29, 2008.

The Registration Statement relates to the resale of:

   -- up to 7,090,999 shares of Lpath Class A common stock which
      were issued in connection with a private placement that
      closed on August 12 and 18, 2008;

   -- up to 1,939,488 shares of Lpath Class A common stock which
      may be issued upon exercise of certain warrants issued in
      connection with a private placement that closed in
      August 2008; and

   -- up to 80,968 shares of Lpath Class A common stock which may
      be issued upon exercise of certain warrants issued in
      connection with anti-dilution rights granted in the
      company's 2007 private placement which rights were
      triggered by the sale of common stock issued in connection
      with a private placement that closed on August 12 and 18,
      2008.

Mr. Pancoast said that on Sept. 5, 2008, the closing sale price of
Lpath's Class A common stock on the OTC Bulletin Board was $1.45.

On August 12, 2008 and August 18, 2008, Lpath entered into a
Securities Purchase Agreement with various accredited investors
whereby the company sold shares of its Class A common stock at a
price of $0.95 per share.  Lpath raised approximately $6.7 million
pursuant to the 7,090,999 shares of Class A common stock and
1,939,488 million warrants sold pursuant to the purchase
agreements.

A full-text copy of Lpath's Form S-1 is available for free at:

               http://researcharchives.com/t/s?3264

                        About Lpath Inc.

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

                       Going Concern Doubt

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

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

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


INTERSTATE BAKERIES: To Set $5 Million Trust for Unsec. Creditors
-----------------------------------------------------------------
Interstate Bakeries Corporation, and its debtor-affiliates, have
reached a compromise with the Official Committee of Unsecured
Creditors, with respect to the Plan funding commitments that the
Debtors entered into on September 12, 2008, with an affiliate of
Ripplewood Holdings L.L.C., and from Silver Point Finance, LLC,
and Monarch Master Funding Ltd, IBC said in a statement.

As a result of the compromise reached with the Creditors
Committee on October 3, 2008, the Committee withdrew its
objection to the Company's request for the Court's approval of
the Commitments, and agreed to support the Company's Plan of
Reorganization.

The Debtors' new Plan and Disclosure Statement filed on
October 4, 2008, reflect a substantially impaired recovery for
prepetition senior secured creditors.  The Plan has the support
of approximately 53.8% of the prepetition secured debt holders,
IBC disclosed.

The compromise reached with the Creditors Committee -- which is
subject to definitive documentation -- provides for, among other
things, the establishment of a creditors' trust upon IBC's
emergence from Chapter 11 for the benefit of the general
unsecured creditors.

The Creditors' Trust will be funded through a cash payment of $5
million, with the costs of its administration paid from the Trust
assets.  The Trust will also also receive rights to pursue
certain litigation claims at the expense of the Trust.

Moreover, the Creditors' Trust will potentially receive a cash
payment upon a future liquidity event with the payment based on
the increase, if any, in value of a 3% equity ownership stake in
the reorganized IBC in excess of 150% of the investment equity
value paid by the Equity Investor.

"There can be no assurance that the litigation claims or the
potential cash payment described above will result in any
distributable value for general unsecured creditors," IBC stated.

Going forward, the Company intends to amend the filed Plan of
Reorganization and Disclosure Statement to reflect the compromise
reached with Creditors Committee, according to the statement.

The Court will convene a hearing on October 30, 2008, to consider
approval of IBC's Disclosure Statement.  Objections must be filed
on or before October 27 at 12:00 p.m.

                         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: To Remove ABA Plan Obligations
---------------------------------------------------
The United States Bankruptcy Court for the Western District of
Missouri will convene a hearing on October 29, 2008, to consider
approval of Interstate Bakeries Corporation and its debtor-
affiliates' request to eliminate their obligations with respect to
the American Bakers Association Retirement Plan.

As previously reported, the Debtors are required to contribute to
the ABA Plan, under their collective bargaining agreements with
eight local affiliates of various labor unions:

   * the Bakery, Confectionery, Tobacco Workers and Grain Millers
     International Union Local No. 25;

   * the International Brotherhood of Teamsters Local Nos. 135,
     463, 992, 696, and 104;

   * the United Automobile, Aerospace & Agricultural Implement
     Workers of America International Union Local No. 2828; and

   * the Glass, Molders, Pottery, Plastics and Allied Workers
     International Union AFL-CIO-CLC Local No. 98.

The Debtors maintained that rejecting the CBAs allows them to
liquidate the sizeable post-emergence potential liability that
could substantially jeopardize their efforts to restructure as a
viable Company.

                         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)


MANTOLOKING CDO: Moody's Chips Ratings on Three Classes of Notes
----------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade, the notes issued by Mantoloking CDO 2006-1,
Ltd.:

Class Description: $375,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes due 2046

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Prior Rating Date: April 1, 2008
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $166,250,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2046

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $40,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes due 2046

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Prior Rating Date: May 30, 2008
  -- Current Rating: Ca

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


MECHANICAL TECHNOLOGY: Names Rodney Tillinghast as Interim CFO
--------------------------------------------------------------
Mechanical Technology Inc. disclosed in a Securities and Exchange
Commission filing that effective Sept. 26, 2008, its Board of
Directors appointed Rodney A. Tillinghast as interim Chief
Financial Officer.

Since joining MTI in July 2006, Mr. Tillinghast has served as
Corporate Controller and Director of Financial Reporting where he
was in charge of preparing and reviewing all SEC financial
filings, designing and maintaining all financial reporting
disclosures, and helping to implement best accounting practices.
He has also served as Assistant Secretary of the Company's Board
of Directors since December 2006.

                   About Mechanical Technology

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

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

                      Going Concern Doubt

As reported in the Troubled Company Reporter on April 4, 2008,
PricewaterhouseCoopers LLP, in Buffalo, New York, expressed  
substantial doubt about Mechanical Technology Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.  PwC pointed to the company's recurring losses
from operations and net capital deficiency.

The company incurred significant losses as it continued to fund
the direct methanol fuel cell product development and
commercialization programs of its majority owned subsidiary, MTI
MicroFuel Cells Inc., and had an accumulated deficit of
$105,066,000 at June 30, 2008.


MERVYN'S LLC: Wants Civil Actions Removal Period Moved to Feb. 24
-----------------------------------------------------------------
Rule 9027 of the Federal Rules of Bankruptcy Procedure sets forth
the time periods for the filing of notices to remove claims or
causes of action.  Rule 9027 provides in pertinent part that:

   "If a claim or cause of action in a civil action is pending
    when a case under the Code is commenced, a notice of removal
    may be filed only within the longest of (a) 90 days after the
    order for relief in the Code, (b) 30 days after the entry of
    an order terminating stay, if the claim or cause of action in
    a civil action has been stayed under Section 362 of the Code,
    or (c) 30 days after a trustee qualifies in a Chapter 11
    reorganization case but not later than 180 days after the
    order for relief."

Rule 9006 of the Federal Rules of the Bankruptcy Procedure
provides that the Court may, at any time in its discretion:
   
   (a) with or without motion or notice, order the period is
       enlarged if the request is made before the expiration of
       the period originally prescribed or as extended by a
       previous order; or

   (b) on motion made after the expiration of the specified
       period permit the act to be done where the failure to act
       was the result of excusable neglect.

The time within which Mervyn's LLC and its debtor-affiliates must
file motions to remove any pending civil actions will expire on
Oct. 27, 2008.

The Debtors ask the U.S. Bankruptcy Court for the District of
Delaware  to extend the period within which they may file notices
of removal of civil actions and proceedings to which they are or
may become parties, for approximately 120 days, or through
Feb. 24, 2009.

Since the Petition Date, the Debtors have focused on stabilizing
their business and ensuring a smooth transition into Chapter 11
while, at the same time, focusing on other time-sensitive aspects
of their Chapter 11 cases, says Katherine L. Good, Esq., at
Richards, Layton & Finger, PA, in Wilmington, Delaware.

According to Ms. Good, among other significant tasks, in the
early weeks of the Bankruptcy cases, the Debtors have:

   (i) obtained interim and final approval of their $465,000,000
       debtor-in-possession credit facility; and

  (ii) obtained approval to conduct store closing sales at 26 of
       their retail store locations in the United States, which
       sales are currently in process.

Ms. Good relates the Debtors are continuing to review their files
and records to determine whether they should remove any claims or
civil causes of action that may be pending in state or federal
court to which they might be a party.  The Debtors are parties to
numerous lawsuits and are still assessing the lawsuits to
determine whether removal is warranted, Ms. Good adds.

The Debtors believe the extension will provide sufficient time to
allow them to consider, and make decisions concerning, the
removal of the Civil Actions, although they reserve the right to
request additional extensions if appropriate.

                          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 has assets of $500,000,000 to
$1,000,000,000 and debts of $500,000,000 to $1,000,000,000 when it
filed for bankruptcy.

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


MERVYN'S LLC: Forever 21 Offers to Purchase 150 Stores
------------------------------------------------------
Forever 21, Inc., has expressed interest in acquiring roughly 150
Mervyn's stores for an undisclosed amount, according to the Los
Angeles Times.

The move, the report said, is part of Forever 21's plan to extend
its brand to larger stand-alone retail spaces.  

Christopher Lee, senior vice president of Forever 21, said his
company has been eyeing the assets for many years to meet their
vision of getting "a bigger box," the LA Times reports.  Forever
21 tried, but was unsuccessful in acquiring Mervyn's in 2004.

If Mervyn's accepts the offer, the deal would bolster Forever
21's presence in California, where most Mervyns stores are
located, LA Times' Andrea Chang said.  Reports note that Forever
21 intends to keep some of the Mervyn's stores, rebranding them as
Forever 21, and close the rest.

At a panel discussion held in June, says Footwear News, Mr. Lee
disclosed that his company plans to build larger stores,
specifically 90,000-square-feet models in select locations,
making it a potential anchor.  He said his company is also eyeing
stores in South Korea, possible acquisitions in the U.K. and
going into Russia.

Mervyn's Spokesman Roy Berces declined to comment on the offer.

                         About Mervyns LLC

Headquartered in the San Francisco Bay Area, Mervyns 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.  The U.S. Trustee for Region 3 appointed seven
creditors to serve on an Official Committee of Unsecured
Creditors.  Robert Sussman, Esq., Cathy Hershcopf, Esq., and Jay
R. Indyke, Esq., at Cooley, Godward, Kronish LLP, represent the
Committee in these cases.  Mervyn's LLC has estimated assets of
$500,000,000 to $1,000,000,000 and estimated debts of $500,000,000
to $1,000,000,000 when it filed for bankruptcy.


MERVYN'S LLC: Taps Hewitt Associates as Compensation Consultant
---------------------------------------------------------------
Mervyn's LLC and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ
Hewitt Associates LLC as their executive compensation consultant.

The Debtors have selected Hewitt based on its experience in
providing advise and analysis with respect to a wide range of
employment and compensation related issues.  The professionals at
Hewitt have served as compensation consultants for many years,
and have extensive experience in advising major corporations with
regard to issues concerning compensation, benefits, healthcare,
retirement plans, and strategic human resources programs, the
Debtors relate.

As executive compensation consultants to the Debtors, Hewitt
will:

   (a) analyze and review executive pay issues;

   (b) analyze, review, and assist with the unwinding of the
       Debtors' long-term incentive plans;

   (c) analyze and review all of the Debtors' compensation and
       benefit plans;

   (d) advise the Debtors with regard to the remaining workforce
       salary and benefit issues, and key employee incentive and
       retention plans;

   (e) provide truthful and independent expert witness testimony
       regarding its analyses, assessments or recommendations;

   (f) at the Debtors' behest, create a summary report combining
       all of the works it performed and set forth its findings,
       conclusions and recommendations; and

   (g) perform other services as are customary in engagements as
       may be agreed upon by the Debtors and Hewitt.

The Debtors aver that it is essential to employ an executive
compensation consultant to efficiently develop a compensation
program that will prevent executive and management work force
attrition.

The Debtors assure the Court that the services Hewitt will render
will not duplicate the services to be provided by any other
processionals retained by them in their Bankruptcy cases.

Pursuant to the Engagement Letter, the Debtors propose to pay
Hewitt based on the firm's hourly rate:

     Level                 Hourly Rate
     -----                 -----------
     Principal             $550-$750
     Senior Consultant     $425-$550
     Consultant            $325-$425    
     Associate             $275-$325
     Analyst               $200-$275
     Admin. Assistants     $150-$200

The Debtors relate the majority of the consulting services will
be performed by:

     Professional        Level                 Hourly Rate
     ------------        -----                 -----------
     Donald Kalfen       Principal               $636
     Mark Kazmierowski   Senior Consultant       $524
     Michael Najjarpour  Consultant              $300       

In addition to the hourly rates, the Debtors will reimburse
Hewitt for all reasonable out-of-pocket expenses incurred in
connection with its engagement.  

During the 90-day period preceding the Petition Date, the Debtors
paid to Hewitt $1,527,226.

As of the Petition Date, Hewitt was owed $471,916 by the Debtors
in respect of the services provided prepetition.

Donald Kalfen, Esq., a partner at Hewitt Associates LLC, assures
the Court that neither he, nor his firm has an actual potential
interest in the Debtors' Chapter 11 cases.

Mr. Kalfen further tells the Court that his firm is providing
services to potential parties-in-interest, a complete list of
which can be accessed for free at:  

                http://ResearchArchives.com/t/s?3360

                          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.  Mervyn's has 176 locations in seven
states.  Mervyn's 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: Can Hire FTI Consulting as Financial Advisor
----------------------------------------------------------
Mervyn's LLC and its debtor-affiliates obtained authority from the
U.S. Bankruptcy Court for the District of Delaware to employ FTI
Consulting Inc., as their financial advisor.

FTI is expected to provide consulting and advisory services,
specifically:

   (a) Assist the Debtors in the preparation of a rolling 13-week
       cash forecast to be used to evaluate and project liquidity
       needs;

   (b) Advise the Debtors' management on cash conservation
       measures and assist with implementation as requested;

   (c) Advise and assist the Debtors in their view of existing
       and proposed systems and controls, including but not
       limited to, cash management;

   (d) Advise and assist the Debtors in their preparation,
       analysis and monitoring of historical, current and
       projected financial affairs, including without limitation,
       analyses of cash receipts and disbursements, analyses of
       cash flow forecasts, analyses of various asset and
       liability accounts, analyses of any unusual or
       significant transactions between themselves and any other
       entities, and analyses of proposed restructuring
       transactions;

   (e) Assist the Debtors in the preparation of their liquidation
       valuation for a reorganization plan and disclosure
       purposes;

   (f) Advise and assist the Debtors in the assessment of bonus,
       incentive and severance plans;

   (g) Advise and assist the Debtors in reviewing executory
       contracts and provide recommendations to assume or reject;

   (h) Advise and assist the Debtors in reviewing and evaluating
       the claims and process;

   (i) Advise and assist the Debtors regarding potential
       reorganization tax issues;

   (j) Attend meetings and court hearings as may be required;

   (k) Render expert testimony and litigation support services,
       as requested from time to time by the Debtors;

   (l) Advise and assist the Debtors in identifying and reviewing
       preference payments and other causes of action;

   (m) Advise and assist the Debtors in developing and
       negotiating any plan of reorganization scenarios and
       preparation of financial information included within the
       disclosure statement;

   (n) Assist management in responding to due diligence requests
       by secured and unsecured creditors; and

   (o) Assist with other financial advisory services as requested
       by the Debtors.

The Debtors will pay FTI for the services rendered in accordance
with the firm's customary hourly rates.  FTI's professionals and
their current hourly rates are:

       Professional                          Rate/Hour
       -----------                           ---------        
       Senior Managing Directors             $625-$715
       Directors/Managing Directors          $470-$620
       Associates/Consultants                $265-$450  
       Administrative/Paraprofessionals      $95 -$180
   
In addition to the hourly rates, the Debtors will reimburse FTI
for any actual and necessary expenses incurred in connection with
its performance of the services provided in the Engagement
Letter.

Judge Kevin Gross clarified that FTI will not be compensated for
services, which duplicate the ones provided by other
professionals retained in the Debtors' cases.

Furthermore, Judge Gross approved the indemnification provisions
in the Engagement Letter that:

   -- the Debtors are authorized to indemnify FTI for prepetition
      and postpetition services provided for in the Engagement
      Letter;

   -- the Debtors will have no obligation to indemnify FTI or
      provide contribution or reimbursement for any claim or
      expense that is either (i) judicially determined to have
      resulted primarily from the willful misconduct, gross
      negligence, bad faith or self-dealing, or (ii) settled
      prior to a judicial determination as to FTI's willful
      misconduct, gross negligence, bad faith or self-dealing,
      but determined by the Court to be a claim or expense for
      which FTI will not receive indemnity;  and

   -- if, before the earlier of (i) the entry of an order
      confirming a Chapter 11 plan and (ii) the entry of an order
      closing the Debtors' Chapter 11 cases, FTI believes that it
      is entitled to the payment of any amounts by the Debtors on
      account of the Debtors' indemnification, contribution or
      reimbursement obligations under the Engagement Letter, FTI
      must file an application with the Court, and the Debtors
      may not pay the amount to FTI before the entry of an order
      approving the payment.

Robert J. Duffy, senior managing director at FTI Consulting, Inc.
assures 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 1107(b), in that FTI:

      (i) is not a creditor, equity security holder or insider of
          the Debtors; and

     (ii) is not and was not within two years before the Petition
          Date, a director, officer, or employee of the Debtors.

                          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.  Mervyn's has 176 locations in seven
states.  Mervyn's 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 OKs Traxi LLC as Litigation Financial Advisor
----------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized Mervyn's LLC and its debtor-affiliates to
employ Traxi LLC as their litigation financial advisor.  

Traxi is expected to:

   (a) Analyze the historical financial data of the Debtors and
       perform solvency analysis for various points of time;

   (b) Analyze business plans, cash flow projections,
       restructuring programs, and other reports or analyses
       concerning the Debtors;

   (c) Analyze the financial ramifications of certain
       transactions by the Debtors;

   (d) Perform or review valuations, as appropriate and
       necessary, of the Debtors' assets and liabilities;

   (e) Evaluate potential fraudulent conveyances and preferences;

   (f) Perform other necessary analyses; and

   (g) Prepare reports of their findings.

Traxi will be paid based on its hourly rates ranging from $125 to
$275.  The firm will also be paid reimbursed for its reasonable
expenses.

The Debtors will indemnify and hold harmless Traxi and any of its
directors, members, officers, partners, agents, employees and
controlling persons for claims arising from the engagement.  
However, the Debtors have no obligation to claim or expense
resulting from willful misconduct or negligence.

Perry M. Mandarino, senior managing director of Traxi LLC,
assured the Court that his firm does not represent any interest
materially adverse to the Debtors.

Mr. Mandarino has filed a list of parties-in-interest that his
firm has represented, currently represents, or may in the future
represent in matters unrelated to the Debtors, a copy which is
available for free at:

                http://ResearchArchives.com/t/s?3364

The judge also approved the provisions of the Engagement Letter
provided that, among other things:

   -- Traxi will not be entitled to indemnification, contribution
      or reimbursement pursuant to the Engagement Letter for
      services, unless approved by the Court;

   -- the Debtors will have no obligation to indemnify Traxi, or
      provide contribution or reimbursement for any claim or
      expense that is either (i) judicially determined to have
      arisen from Traxi's gross negligence or willful misconduct,
     (ii) for a contractual dispute in which the Debtors allege
      the breach of Traxi's contractual obligations unless the
      Court determines that indemnification, contribution or
      reimbursement would be permissible, or (iii) settled prior
      to a judicial determination as to Traxi's gross negligence
      or willful misconduct, but determined by the Court to be a
      claim or expense for which Traxi will not receive
      indemnity, contribution or reimbursement under the terms of
      the Engagement Letter; and

   -- if, before the earlier of the entry of an order confirming
      a Chapter 11 plan, and in the entry of an order closing the
      Debtors' Chapter 11 cases, Traxi believes that it is
      entitled to the payment of any amounts by the Debtors on
      account of the Debtors' indemnification, contribution or
      reimbursement obligations under the Engagement Letter,
      Traxi must file an application with the Court, and the
      Debtors may not pay any amount to Traxi before the entry of
      an order approving the payment; and

   -- any limitation on liability or any amounts to be
      contributed by the parties to the Engagement Letter under
      the terms of the Engagement Letter will be eliminated.

                     Court Strikes Objections

Prior to the Court's approval of the request, two entities filed
responses to the Debtors' application to employ Traxi as
financial advisor:

   * Cerberus Mervyn's Investors, LLC; Cerberus Partners, L.P.;
     Cerberus Capital Management, LP; Cerberus Associates, LLC;
     Gabriel Capital, LP; Ableco Finance LLC; and Madeleine LLC.

   * Lubert-Adler and Klaff Partners, LP; Lubert-Adler Real
     Estate Fund IV, LP; Lubert-Adler Real Estate Parallel Fund
     IV, LP; Lubert-Adler Capital Real Estate Fund IV, LP;
     KLA/Mervyn's LLC; Acadia Mervyn's Investor I, LLC; Acadia
     Mervyn's Investors II, LLC; Mervyn's Klaff Equity, LLC, and
     Mervyn's Opportunities, LLC.

Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, counsel for the Cerberus entities, said the timing of
Traxi's employment to prepare a report to support the Debtors'
pre-determined conclusion that Mervyn's LLC was insolvent as a
result of the September 2, 2004 acquisition from Target is
backwards.

Ms. Mumford pointed out that 35 days after the bankruptcy cases
were filed and only 12 days after special litigation counsel was
contacted, the Debtors rushed to file a complaint against the
Cerberus entities and Lubert-Adler entities, among others,
seeking to avoid and recover certain alleged fraudulent transfers
in connection with the 2004 acquisition.

In its application, the Debtors seek to employ Traxi to analyze
historical financial data, perform a solvency analysis, analyze
cash flow projections and financial ramifications of certain
transaction by the Debtors.  According to Ms. Mumford, the
Debtors have conducted investigation before allegations.  

"The obvious translation of this statement is that the Debtors
simply do not know whether they have a claim , and now that they
have grabbed the headlines, and before they get in too deep, they
would like to see if they actually have anything to prosecute."
Ms. Mumford contended.

In response to the objections, counsel for the Debtors, Mary E.
Augustine, Esq., at Bayard, PA, in Wilmington, Delaware, argued
that, contrary to the statements made by the Cerberus entities
and the Lubert-Alder entities, Mervyn's did not 'shoot first and
ask questions later.'

According to Ms. Augustine, Traxi has already performed work
prior to the filing of the complaint and will perform work in the
future as and when the litigation progresses.

Judge Gross overruled the objections at the hearing held  
September 25, 2008, saying that since the objectors are not
"objecting" to the retention, he doesn't think he should require,
at that point, a description of what counsel's work is going to
be.  "I'm not going to require the clarification you've
requested," the judge told the objectors' lawyers.

                          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.  Mervyn's has 176 locations in seven
states.  Mervyn's 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: Wants Ernst & Young to Provide Tax Services
---------------------------------------------------------
Mervyn's LLC and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ
Ernst & Young LLP as their tax services provider.

The Debtors seek to retain Ernst & Young because of its knowledge
of their financial affairs and its extensive experience and
excellent reputation for providing high quality services to large
and complex companies including debtors and creditors in
bankruptcy reorganizations and other restructuring.  

According to the Debtors, they have employed Ernst & Young for
several years to provide (i) tax return preparation services,
(ii) miscellaneous tax advisory services and (iii) compensation
and employee benefits services.

Pursuant to the parties' engagement letter, Ernst & Young will
perform these services for the Debtors:

   (i) (a) prepare the Debtors' U.S. federal income tax return,
       Form 1065, for the short year Nov. 28, 2007 through
       Feb. 2, 2008, (b) prepare the Debtors' state and local
       income and franchise tax returns, and (c) perform the
       required calculations under the Uniform Capitalization
       Rules.  The returns to be prepared by Ernst & Young in
       accordance with the Statement of Work are due on Nov. 15,
       2008 -- Business Return Preparation Services.

  (ii) provide routine tax advise and assistance concerning
       issues as requested by the Debtors from time to time --
       Routine On-Call Advise; and

(iii) represent the Debtors in the assessment of appeals,
       discussions, negotiations or informal hearings with
       representatives of the relevant taxing jurisdictions --
       Property Tax Appeal Services.  

Ernst & Young will also provide 12 hours per quarter of
administrative support to update quarterly property reports as
required by the Debtors.

The Debtors relate that Ernst & Young's services will be limited
to the discrete tax services provided in the Engagement Letter
and will complement, and not duplicate, the services rendered by
the other professionals retained in their Chapter 11 cases.  A
full-copy of the Tax Services Agreement can be accessed for free
at:

                http://ResearchArchives.com/t/s?3362
                http://ResearchArchives.com/t/s?3363

The Debtors propose to pay Ernst & Young:

   (a) for Business Return Preparation Services at its standard
       hourly rates with an overall estimated fee of $115,000 to
       $125,000 for the tax return preparation and between $8,000
       and $9,000 for the UNICAP calculation,

   (b) for Routine On-Call Advise at its standard hourly rates
       discounted by 30% and subject to an overall cap of
       $10,000, and

   (c) for Property Tax Appeal Services:

       -- with respect to Arizona, California, Idaho, Nevada,
          Utah and Texas a fee equal to 35% of the "Net Tax
          Savings," and

       -- with respect to New Mexico and time in excess of 12
          hours per quarter spent by Ernst & Young updating the
          quarterly property reports, at its standard hourly
          rates.

The firm's hourly rates are:

   A. Business Return Preparation Services

                 Partners                $525-$585
                 Executive Directors     $495
                 Senior Managers         $480
                 Managers                $390
                 Seniors                 $255-$330
                 Staff                   $126-$195
                 Intern                  $72

   B. Routine On-Call Advice

                 Partners                $613-$683
                 Executive Directors     $578
                 Senior Managers         $560
                 Managers                $455
                 Seniors                 $298-$385
                 Staff                   $147-$228
                 Intern                  $84

   C. Property Tax Appeal Services

                 Executive Directors/
                 Principals/Partners     $675                       
                 Senior Managers         $600
                 Managers                $490
                 Seniors                 $410
                 Staff                   $245

The Debtors will reimburse Ernst & Young for the actual
reasonable expenses it may incur in considering or responding to
discovery requests or participating as a witness or otherwise in
any legal, regulatory or other proceeding.

As of July 29, 2008, the Debtors owe Ernst & Young $28,400 for
prepetition services.  The Debtors relate that upon approval of
Ernst & Young's retention, the firm will waive its rights to
receive any fees incurred prior to the Petition Date.  The
Debtors add that they paid $170,731 to Ernst & Young within 90
days preceding the Petition Date.

Jeffrey Franco, a partner of Ernst & Young LLP, assures the Court
that his firm:

   (a) is a disinterested person within the meaning of Section
       101(14) of the Bankruptcy Code;

   (b) does not hold or represent an interest adverse to the
       Debtors' estates; and

   (c) has no material connection to the Debtors, their
       creditors, or their related parties.

                          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.  Mervyn's has 176 locations in seven
states.  Mervyn's 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: Wants Deloitte as Bankruptcy Reporting Advisors
-------------------------------------------------------------
Mervyn's LLC and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ
Deloitte Financial Advisory Services LLP as their bankruptcy
reporting advisors, nunc pro tunc to September 2, 2008.

The Debtors have selected Deloitte FAS because of the firm's
experience in providing bankruptcy reporting advisory services to
large and sophisticated companies in Chapter 11 reorganizations.  

As the Debtors' reporting advisors, Deloitte FAS will:

   (a) assist in the development of Statements of Financial
       Affairs;

   (b) assist in the development of Schedules of Assets and
       Liabilities; and

   (c) assist with claims reconciliation with respect to the
       Schedules.

The Debtors relate that they require the assistance of outside
professionals in preparing their Schedules and Statements
prior to the October 27, 2008 due date.  The Debtors note that
they have 175 retail stores, more than 18,000 employees and
thousands of vendors and creditors.  The preparation and the
reconciliation of tens of thousands of proofs of claim will
require a significant time commitment, the Debtors add.

The Debtors assure Court that the services Deloitte FAS will
render will not duplicate the services provided by Kurtzman
Carson Consultants LLC, their noticing and claims agent.
According to the Debtors, Kurtzman Carson is an agent of the
Court for purposes of providing notice to the appropriate parties
and acts in the role of "official recorder" of the claims
filed.  Moreover, the services to be provided by Deloitte FAS are
beyond the scope of the financial advisory services to be
provided by FTI Consulting, Inc. and the investment banking
services being provided by Miller Buckfire & Co., LLC., the
Debtors relate.

Pursuant to the terms of an Engagement Letter, the Debtors
propose to pay Deloitte FAS based on its hourly rates:
           
     Title                       Rate/Hour
     -----                       ---------
     Principal                   $550-$750
     Senior Manager              $440-$650
     Manager                     $350-$475
     Senior Consultant           $300-$400
     Staff                       $275-$350
     Paraprofessional            $225

Deloitte FAS has agreed to reduce its rate to a maximum of $265
per hour during the duration of its engagement, the Debtors note.  

Deloitte will also be reimbursed for any direct expenses incurred
in connection with its retention and the performance of the
services in the Engagement Letter.

Within 90 days prior to the Petition Date, the Debtors paid
$95,000 to Deloitte Consulting, an affiliate of Deloitte FAS for
prepetition services.  As of the Petition Date, the Debtors owe
approximately $286,000 to Deloitte Consulting.  The Debtors also
paid Deloitte & Touche LLP, an affiliate of Deloitte FAS, $44,000
within the 90-day period prior to the Petition Date.  Deloitte
Tax LLP, also an affiliate of Deloitte FAS, provided services  to
the Debtors prepetition but received no payment.

Pursuant to the Engagement Letter, the Debtors will indemnify and
hold harmless Deloitte FAS, its subcontractors, and their
personnel except for claims resulting from bad faith or
intentional misconduct.

Arthur T. Perkins, Jr., a director of Deloitte Financial Advisory
Services LLP, assures 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 1107(b).

Deloitte FAS or its affiliates has provided or is currently
providing services in matters unrelated to the Debtors' Chapter
11 cases.  The list of the entities to which Deloitte FAS
provides services can be accessed for free at:

               http://ResearchArchives.com/t/s?3361

                          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.  Mervyn's has 176 locations in seven
states.  Mervyn's 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)


MGM MIRAGE: Must Raise $1.2BB to Complete CityCenter Financing
--------------------------------------------------------------
Tamara Audi at The Wall Street Journal reports that MGM Mirage
needs to raise about $1.2 billion to complete the financing of its
CityCenter project in Las Vegas.

As reported in the Troubled Company Reporter on Oct. 7, 2008, MGM
Mirage said that CityCenter, its joint development project with
Dubai World, completed the first phase of its $3.0 billion
financing package by securing a $1.8 billion senior bank credit
facility.  The facility matures in April 2013 and is expected to
be increased to a total amount of $3.0 billion as additional
commitments are received.  CityCenter has received additional
signed commitment letters totaling in excess of $500 million,
which commitments are expected to be added to the facility once
completed.  MGM Mirage and Dubai World continue to work with
additional lenders and will seek the remaining commitment amounts
through a syndication process beginning on Oct. 7, 2008.  The
gross project budget consists of $9.3 billion of construction
costs (including capitalized interest), $1.7 billion of land, $0.2
billion of preopening expenses, and $0.1 billion of intangible
assets.  CityCenter is scheduled to be completed in December 2009.

According to WSJ, MGM Mirage is working to secure 41.2 billion in
financing to round out the $3 billion needed to complete the
project.  Jim Murren, MGM Mirage's chief operating officer and
president, said that he hopes to have the remaining funds
committed by Oct. 31, WSJ says.

WSJ relates that Banc of America Securities gambling analyst Shaun
C. Kelley said that the news "a significant vote of confidence
from the banks" in an investors note and that the funding news
"helps reduce some of the increasing financing uncertainty around
MGM."

                      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+'.
                 

MILA INC: Trustee Files Lawsuit; Says CEO Drained Company's Assets
------------------------------------------------------------------
A lawsuit filed by Geoffrey Groshong, the bankruptcy trustee in
MILA Inc.'s Chapter 11, claims founder and CEO Layne Sapp
improperly drained the company's assets, Rami Grunbaum, deputy
business editor of the Seattle Times, reports.  The lawsuit
alleged that Mr. Sapp collected $32 million in salary, dividends
and bonuses from MILA in the 3-1/2 years prior to the company's
collapse.  

Mr. Esler is asking the court to freeze $12 million in cash
belonging to Mr. Sapp, to keep it available to creditors, the
report says.

"I think the executives at MILA knew by 2004 that this bubble was
bursting and did their best to take out as much money as they
could before it became obvious to everyone else," says Brian
Esler, who represents the bankruptcy trustee in the suit, the
report says.

The suit claims that Mr. Sapp, who owned about 90 percent of MILA,
paid himself more than $10 million in dividends in 2004 and 2005,
according to the report.  The suit also alleges he took $11.5
million in salary for each of those years, though "by March 2005,
MILA was already delaying payments, even to important customers,
to conserve cash."  The trustee's suit also claims that Mr. Sapp
damaged MILA -- and its creditors -- in other ways.

According to the report, the suit claims Mr. Sapp "surreptitiously
seized" the mortgage software MILA developed and had another of
his companies bill MILA for using it; charged MILA exorbitant
amounts for his private yacht and business jets; and, in a "theft
of corporate opportunity," created separate companies to own a
four-story office building and a parking lot that were leased to
MILA, rather than having MILA buy the properties.

Mr. Sapp's attorney, Jack Cullen, Esq., said: "We consider the
claims nonsense.  We don't think they are founded in law or fact."

According to the report, Mr. Sapp did not return a call to his
Hunts Point home.

According to the report, the suit also made these allegations:

   1. To support its claim that MILA was insolvent more than two
years before its 2007 collapse, the suit cited MILA's eroding
capital base and "the alarming growth in bad loans it was required
to repurchase" from the institutional buyers of its securitized
mortgages: $37.7 million in 2004, up 12-fold from 2002.

   2. The losses on repurchased loans weren't properly reflected
on its books, and that MILA's deteriorating margins were masked by
the rising volume of loans.

   3. The company that owned Mr. Sapp's 130-foot yacht billed MILA
$395,374 over two years -- although "MILA used that yacht only
twice for asserted business reasons."

As more mortgages went bad, Mr. Groshong says creditors' claims
have ballooned to nearly $2 billion.

Headquartered in Mountlake Terrace, Washington, MILA Inc., doing
business as Mortgage Investment Lending Associates, Inc.
-- http://www.mila.com/-- is an e-commerce mortgage solutions   
provider who utilizes AccessPoint, a proprietary e-commerce
portal, to help mortgage brokers, realtors and bankers fulfill
customized residential home loans.  The company filed for Chapter
11 protection on July 2, 2007 (Bankr. W.D. Wash. Case No. 07-
13059).  Christine M. Tobin, Esq. and James L. Day, Esq., at Bush,
Strout, & Kornfeld, represent the Debtor in its restructuring
efforts.

The Court appointed Geoffrey Groshong as chapter 11 trustee on
July 6, 2007.  

When the Debtor filed for protection from its creditors, it listed
total assets of $7,886,962, and total liabilities of $174,730,413.


MONROE CENTER: To File Plan Within Next 30 Days, Says Developer
---------------------------------------------------------------
According to an article by Carla Baranauckas which appeared in the
Theater section of the New York Times last Friday, Dil Hoda,  who
together with Gerry Saddel bought the Monroe Arts Center in 1989,
says that "Within the next 30 days we'll file a plan, and that
will basically spell out how we intend to come out from under the
court protection and out of the Chapter 11."  "And we have every
intention of coming out of Chapter 11 and continuing what we're
doing here."  

Monroe Center, LLC, the owner of the Monroe Arts Center which
houses the Mile Square Theater in Hoboken, New Jersey, filed for
Chapter 11 on Sept. 10.

Citing documents filed with the U.S. Bankruptcy Court by Monroe
Center LLC's mortgage holder, Principal Commercial Funding, the
New York Times article says that Principal began foreclosure
proceedings in New Jersey Superior Court in April to collect on a
$21 million mortgage, and after Monroe Center's bankruptcy filing,  
filed a petition with the bankruptcy court seeking to have all
rents from tenants of the Monroe Center paid directly to it.

Based in Hoboken, N.J., Monroe Center LLC owns the Monroe Arts
Center in Hoboken, N.J.  The company filed for Chapter 11 relief
on Sept. 10, 2008 (D. N.J. 08-27203).  Joseph Markowitz, Esq., at
Markowitz, Gravelle & Schwimmer, represents the Debtor as counsel.  
When the Debtor filed for protection from its creditors, it listed
debts of $10 million to $50 million.  The Debtor did not indicate
the value of its assets at the time of filing.


NEONODE INC: Registration of 6,400,000 Shares Takes Effect
---------------------------------------------------------
Neonode Inc. disclosed in a Securities and Exchange Commission
filing that its Registration Statement, dated Sept. 5, 2008,
regarding the sale of its shares by shareholders, has taken
effect.

Neonode Inc. filed on Sept. 5, with the Commission a prospectus
that relates to the resale of:

   (i) 1,640,467 shares of common stock, $0.001 par value per
       share; and

  (ii) 4,746,013 shares of Common Stock issuable upon the
       exercise of warrants.

The Company noted that selling stockholders may sell the shares of
common stock subject to the prospectus from time to time and may
also decide not to sell all the shares they are allowed to sell
under the prospectus.  Selling stockholders will act independently
of the Company in making decisions with respect to the timing,
manner and size of each sale.

Neonode's prospectus is available free of charge at:

               http://researcharchives.com/t/s?3245

                        About Neonode Inc.

Neonode Inc. (Nasdaq: NEON) -- http://www.neonode.com/-- is a       
Swedish mobile communication company that specializes in optical
finger based touch screen technology.  The company designs and
develops mobile phones under its own brand and licenses its
patented touch screen technologies, zForce(TM) and neno(TM) to
third parties.  Neonode USA, which is based in San Ramon, Calif.,
markets Neonode's products within North America, Latin America and
China and is the exclusive licensor of the Neonode Intellectual
Property.

As reported in the Troubled company Reporter on May 29, 2008,
Neonode Inc.'s consolidated balance sheet at March 31, 2008,
showed total assets of $13.9 million and total liabilities of
$23.4 million, resulting in a roughly $9.4 million of total
stockholders' deficit.

                     Going Concern Doubt

BDO Feinstein International AB, in Stockholm, Sweden, expressed
substantial doubt about Neonode Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  the auditing firm
pointed to the company's recurring losses, negative cash flows
from operations, and working capital deficiency.


NEPTUNE CDO: Moody's Lowers Ratings on Three Note Classes to Ca
---------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible downgrade the notes issued by Neptune CDO III, Ltd.:

Class Description: $5,000,000 Class S Floating Rate Secured Notes
Due 2011

  -- Prior Rating: Aaa
  -- Prior Rating Date: March 21, 2006
  -- Current Rating: Ba1, on review for possible downgrade

Additionally, Moody's has downgraded the ratings of these notes:

Class Description: $270,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Prior Rating Date: May 18, 2008
  -- Current Rating: Ca

Class Description: $42,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Prior Rating Date: May 18, 2008
  -- Current Rating: Ca

Class Description: $36,000,000 Class A-3 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: May 18, 2008
  -- Current Rating: Ca

Class Description: $14,000,000 Class B Floating Rate Subordinate
Secured Deferrable Notes Due 2046

  -- Prior Rating: Ca
  -- Prior Rating Date: May 18, 2008
  -- Current Rating: C

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


NEPTUNE INDUSTRIES: Delays Filing of Annual Report on Form 10-KSB
-----------------------------------------------------------------
Neptune Industries disclosed on Sept. 29, 2008, that it is unable
to timely file its Form 10-KSB for the fiscal year ended
June 30, 2008 with Securities and Exchange Commission.  

Certain information needed to complete the financial statements
could not be obtained in a timely fashion to provide to the
independent auditors, who have been unable to complete the audit
of the financial statements for the fiscal year ended June 30,
2008.  

The audit is underway and is expected to be completed during the
week of October 6, 2008, and the Form 10-KSB will be filed prior
to the expiration of the additional 15-day period.

                     About Neptune Industries

Headquartered in Boca Raton, Fla., Neptune Industries Inc.
(OTC BB: NPDI.OB) -- http://www.neptuneindustries.net/-- through   
its subsidiaries, provides aquaculture technology primarily in the
United States.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Berman Hopkins Wright & Laham, CPAs and Associates, LLP, expressed
substantial doubt about Neptune Industries Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended June 30,
2007.  The auditing firm pointed to the company's recurring losses
from operations and recurring deficiencies in working capital.

Neptune Industries' consolidated balance sheet at June 30, 2008,
showed $1,653,588 in total assets and $3,466,245 in total
liabilities, resulting in a $1,634,654 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $969,550 in total current assets
available to pay $1,481,953 in total current liabilities.

The company reported a net loss of $465,388, on sales of $158,493,
in the third quarter ended March 31, 2008, compared with a net
loss of $853,431, on sales of $203,379, in the same period in
2007.


NEWBURY STREET: Credit Quality Slide Cues Moody's Ratings Cut
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of four
classes of notes issued by Newbury Street CDO, Ltd., and left on
review for possible further downgrade the rating of one of these
classes of notes as:

Class Description: $1,000,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2053

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Prior Rating Date: July 31, 2008
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $800,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2053

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Date: July 31, 2008
  -- Current Rating: Ca

Class Description: $50,625,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2053

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: July 31, 2008
  -- Current Rating: Ca

Class Description: $59,375,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2053

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: March 17, 2008
  -- Current Rating: Ca

Newbury Street CDO, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.  
On March 4, 2008, the transaction experienced an event of default
caused by a failure of the Class A Sequential Pay Ratio to be
greater than or equal to the required amount set forth in Section
5.1(i) of the Indenture dated March 8, 2007.  That event of
default is continuing.

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

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


NORD RESOURCES: Wants Shares Deregistered After Warrants Expire
---------------------------------------------------------------
Nord Resources Corporation filed Post-Effective Amendment No. 3 to
its Registration Statement on Form SB-2, File No. 333-146813,
pertaining to 55,589,705 shares of its common stock, par value
$0.01 per share, filed on Oct. 19, 2007.

The company filed Post-Effective Amendment No. 3 to request the
deregistration of 250,000 shares of common stock, par value $0.01
per share, that were issuable upon the exercise of 250,000 common
stock purchase warrants.  The Warrants had been issued to Auramet
Trading, LLC in connection with a $1,000,000 loan advanced to the
company on May 31, 2006, and added to the principal amount of a
$3,900,000 secured bridge loan made by Nedbank Limited dated Nov.
8, 2005.  The Warrants expired on 5:00 p.m. (Central time) on
May 31, 2008.  As a result of the expiration of the Warrants, the
Warrant Shares are no longer available.

The company also filed Post-Effective Amendment No. 3 to update
certain financial and other information contained in the
prospectus in accordance with the Securities Act of 1933.

A copy of the amendment to the company's Registration Statement on
Form SB-2 is available for free at
http://ResearchArchives.com/t/s?336f

                      About Nord Resources

Based in Tucson, Arizona, Nord Resources Corporation (Pink Sheets:
NRDS) -- http://www.nordresources.com/-- is an emerging copper
producer, which controls a 100% interest in the Johnson Camp SX-EW
copper project in Arizona.  Nord's near term objective is to
resume mining and leaching operations at the Johnson Camp mine,
which has been on care and maintenance status since August 2003.
Nord has decided to proceed with its mine plan bases on an updated
feasibility study that was completed in October 2005, subject to
raising sufficient financing.

                       Going Concern Doubt

On March 26, 2008, Mayer Hoffman McCann PC, in Denver, Colorado,
expressed substantial doubt about Nord Resources Corporation's
ability to continue as a going concern after auditing the
company's consolidated financial statements as of the years ended
Dec. 31, 2007, and 2006.  The auditing firm company reported that
the company incurred a net loss of $2.5 million and $6.2 million
during the years ended Dec. 31, 2007, and 2006.  

The company's continuation as a going concern is dependent upon
its ability to generate sufficient cash flow to meet the company's
obligations on a timely basis, to produce copper at a level where
it can become profitable, to pay off existing debt and provide
sufficient funds for general corporate purposes.

                 Liquidity and Financial Resources

Nord Resources Corporation's balance sheet at March 31, 2008,
showed total assets of $ 29.2 million and total liabilities of
$32.3 million, resulting in shareholders' deficit of roughly
$3.1 million.

The company's cash flows from operating activities during the
three months ended March 31, 2008, and 2007 were negative $532,132
and negative $114,079.



NOVELOS THERAPEUTICS: Deregisters Shares for Resale
---------------------------------------------------
Novelos Therapeutics, Inc. has filed with the Securities and
Exchange Commission filing a Post-Effective Amendment No. 1 to the
Registration Statement dated June 3, 2008.  The Registration
Statement was declared effective on June 23, 2008, and registered
the resale, from time to time, of 6,888,413 shares of the
Company's common stock, par value $0.00001 per share.

The Shares were registered to permit resales of the Shares by the
selling stockholders, as named in the Registration Statement, upon
the exercise of warrants to purchase Shares that had been acquired
in connection with the Company's private placements in 2005.  All
of the warrants expired unexercised on Aug, 11, 2008, thus no
Shares were acquired for resale by the selling stockholders.

The Post-Effective Amendment No. 1 to the Registration Statement
was filed deregister all of the Shares.  The Company is seeking to
deregister the Shares because its obligation to keep the
Registration Statement effective pursuant to the terms of its
registration rights agreements with the selling stockholders
terminated upon the expiration of the Warrants.  

Post-Effective Amendment No. 1 to the Registration Statement took
effect on Oct. 1, 2008.

                    About Novelos Therapeutics

Headquartered in Newton, Massachusetts, Novelos Therapeutics Inc.
(OTC BB: NVLT) -- http://www.novelos.com/-- is a    
biopharmaceutical company commercializing oxidized glutathione-
based compounds for the treatment of cancer and hepatitis.  NOV-
002, the lead compound currently in Phase 3 development for lung
cancer under a Special Protocol Assessment (SPA) and Fast Track,
acts together with chemotherapy as a chemoprotectant and an
immunomodulator.  NOV-002 is also in Phase 2 development for
chemotherapy-resistant ovarian cancer and early-stage breast
cancer.  

Novelos Therapeutics Inc.'s consolidated balance sheet at
June 30, 2008, showed $5,753,832 in total assets, $8,238,837 in
total liabilities, and $13,904,100 in redeemable preferred stock,
resulting in a $16,839,105 total stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $5,699,642 in total current assets
available to pay $8,238,837 in total current liabilities.  The
company reported a net loss of $4,676,638, on revenue of $45,676
for the second quarter ended June 30, 2008.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 18, 2008,
Worcester, Mass.-based Stowe & Degon expressed substantial doubt
about Novelos Therapeutics Inc.'s ability to continue as a
going concern after auditing the company's financial statements
for the years ended Dec. 31, 2007, and 2006.  The auditing firm
stated that the company has incurred continuing losses in the
development of its products and that additional funding will be
required for the company to meet its obligations for the following
year.

The company's ability to continue as a going concern is dependent
on whether it can obtain capital (through the sale of equity and
debt securities and through collaborative arrangements with
partners) to fund its development activities.  If the company is
unable to obtain additional capital through these sources, it may
have to seek other sources of capital or reevaluate its operating
plans, including slowing or stopping the Phase 3 clinical
development of its lead drug candidate, NOV-002.


NOWAUTO GROUP: Delays Filing of Annual Report on Form 10-K
----------------------------------------------------------
NowAuto Group, Inc. disclosed in a Securities and Exchange
Commission filing that it was unable to timely file its annual
report on Form 10-K because substantial additions to the
supporting documents are required by its auditor.  The short
notice of these changes have made an extension necessary.

                       About NowAuto Group  

Based in Tempe, Ariz., NowAuto Group Inc. (OTC BB: NAUG) --
http://www.nowauto.com/-- operates three buy-here-pay-here used   
vehicle dealerships in Arizona.  The company manages all of its
installment finance contracts and purchases installment finance
contracts from a select number of other independent used vehicle
dealerships.  Through its subsidiary, NavicomGPS Inc., the company
markets GPS tracking devices, primarily to independent used
vehicle dealerships.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 5, 2007,
Moore & Associates Chartered, in Las Vegas, Nevada, expressed
substantial doubt about NowAuto Group Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended June 30, 2007, and 2006.  
The auditing firm pointed to the company's recurring losses.  

NowAuto Group Inc.'s consolidated balance sheet at March 31, 2008,
showed $7,559,489 in total assets and $8,488,084 in total
liabilities, resulting in a $928,595 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $3,373,924 in total current assets
available to pay $3,611,848 in total current liabilities.

The company reported a net loss of $344,482 on revenue of
$1,300,443 for the third quarter ended March 31, 2008, compared
with a net loss of $747,121 on revenue of $1,662,846 in the same
period ended March 31, 2007.


NXT ENERGY: Annual Shareholders' Meeting Slated for October 23
--------------------------------------------------------------
NXT Energy Solutions Inc. disclosed in a Securities and Exchange
Commission filing that it will hold its annual and special meeting
of holders of common shares at the Calgary Petroleum Club at 319 -
5th Avenue S.W., Calgary, Alberta, Canada at 3:00 pm (Calgary
time) on Oct. 23, 2008.

Agenda of the meeting:

   -- to receive and consider the audited financial statements of
      the Corporation for the year ended Dec. 31, 2007, and the
      report of auditors;

   -- to elect directors of the Corporation for the ensuing year;

   -- to appoint auditors of the Corporation for the ensuing year
      at a remuneration to be determined by the Board of
      Directors;

   -- to consider and, if thought appropriate, to pass an ordinary
      resolution approving the stock option plan of the
      Corporation; and

   -- to transact such other business as may be properly brought
      before the Meeting.

Shareholders who are unable to attend the Meeting or any
adjournment are requested to complete, date and sign the enclosed
instrument of proxy and return it to:

       Olympia Trust Company
       2300, 125-9th Street S.E.,
       Calgary, Alberta T2G 0P6
       Fax: (403) 265-1455)

at least 24 hours (excluding Saturdays, Sundays and statutory
holidays) before the Meeting or any adjournment.

The Board of Directors has fixed Sept. 18, 2008 as the record date
for the determination of Shareholders entitled to receive notice
of and to vote at the Meeting and at any adjournment thereof.

                     About  NXT Energy Solutions

Based in Calgary, Alberta, Canada, NXT Energy Solutions Inc.  (OTC
BB: NSFDF; TSX-V: SFD) -- http://www.nxtenergy.com/-- is in the  
business of providing wide-area airborne exploration services to
the oil and gas industry.  The company utilizes its proprietary
Stress Field Detection Survey System to offer its clients a unique
service to rapidly identify sub-surface structures with reservoir
potential in sedimentary basins with no environmental impact.  The
value of the service is providing clients with an efficient, cost
effective method of surveying large tracts of land and delivering
an inventory of SFD prospects with high potential.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 28, 2008,
Energy Exploration Technologies Inc. said is in the early stage of
commercializing its SFD technology.  Its ability to generate
cash flow from operations will depend on its ability to service
its existing clients and develop new clients for its SFD services.  
Management also recognizes that this early commercialization phase
can last for several years.  In addition, Energy Exploration said
that consistent with this early stage of commercialization the
company has a significant economic dependency on a few customers.

Energy Exploration Technologies Inc. believes these conditions
cast substantial doubt about its ability to continue as a
going concern.  


PARCS MASTER: Moody's Lowers Rating on Class 2006-4 Trusts to Ba3
-----------------------------------------------------------------
Moody's Investors Service has downgraded its rating of the Class
2006-4 Montaigne (Floating Recovery) Units issued by PARCS Master
Trust:

Class Description: Units due September 2014

  -- Prior Rating: Ba1
  -- Prior Rating Date: 9/19/2008
  -- Current Rating: Ba3

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


PHS GROUP: Grunberg Oil's $2.4MM Bid Declared as Top Offer
----------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the Chapter 11
trustee of PHS Group, Inc., and its debtor-affiliates informed the
U.S. Bankruptcy Court for the Eastern District of Kentucky that
Grunberg Oil, LLC, has emerged as the top bidder at an auction for
the sale of the assets of PHS Group and affiliates The Somerset
Refinery, Inc., and Somerset Oil, Inc.  Grunberg has offered
$2.4 million for the assets, Mr. Rochelle says.

Headquartered in Lexington, Kentucky, PHS Group, Inc.'s primary
business is the operation of affiliate Somerset Refinery, Inc.,
which has a processing capability of 5,500 barrels of oil per day.  
The refinery primarily produces gasoline at octanes of 87, 89, 91,
diesel fuel and heavy fuel oils for homes and industry furnaces.

The company filed for Chapter 11 protection on May 8, 2007,
(Bankr. Kentucky Case No. 07-60407).  Gregory R. Schaaf, Esq., at
Greenebaum Doll & MacDonald, P.L.L.C., represents the Debtor in
its restructuring efforts.  The Debtor disclosed estimated assets
of $10,000 to $1,000,000 and estimated debts of $100,000 to
$100,000,000 in its bankruptcy filing.

The Debtor's affiliates -- Phoenix Holdings of Somerset, Inc., The
Somerset Refinery, Inc., South Kentucky Purchasing Company,
Somerset Environmental Services, Inc., and Somerset Oil, Inc. --
filed separate chapter 11 petitions.


PRECISION OPTICS: Stowe & Degon Raises Going Concern Doubt
----------------------------------------------------------
In its report dated Sept. 23, 2008, Leominster, Mass.-based Stowe
& Degon expressed substantial doubt about the ability of Precision
Optics Corporation, Inc., to continue as a going concern after it
audited the company's financial statements for the year ended
June 30, 2008.  The auditor pointed to the company's recurring net
losses and negative cash flows from operations.

The company posted a net loss of $1,623,354 on total revenues of
$2,902,219 for the year ended June 30, 2008, as compared with a
net loss of $2,889,829 on total revenues of $2,477,469 in the
prior year.

                     Management Statement

The company has sustained recurring net losses and negative cash
flows from operations for several years.  As of June 30, 2008,
cash and cash equivalents were $885,988, accounts receivable were
$387,224 and current liabilities were $869,235, resulting in a net
liquid asset amount of $403,977.  These factors raise substantial
doubt about the company's ability to continue as a going concern.  

During the latter part of fiscal year 2008, the company
implemented plans to reduce costs and to streamline operations in
an effort to reduce net losses.  This has resulted in an increase
in gross profit and simultaneous decreases in operating expenses,
thereby reducing losses substantially, particularly in the third
and fourth quarters of fiscal year 2008.  The management believes
that the recent introduction of several new products, along with
new and on-going customer relationships, will generate additional
revenues, which are required in order for the company to achieve
profitability.  If these additional revenues are not achieved on a
timely basis, the company will be required and is prepared to
implement further cost reduction measures, as necessary.

The company has incurred quarter to quarter operating losses
during its recent efforts to develop current products including
endoscopes, image couplers, beam splitters, thin film coatings,
night vision and micro-optic lenses, prisms and assemblies for
various applications and utilizing a number of proprietary and
patent-pending technologies including Lenslock endoscope and
micro-precision lens technologies.  Management expects that such
operating losses will continue through fiscal year 2009, and until
sales increase to breakeven and profitable levels.  Management
also believes that the opportunities represented by these products
have the potential to generate sales increases to achieve
breakeven and profitable results.  The company will continue its
review of other expense areas to determine where additional
reductions in discretionary spending can be achieved. There can be
no assurance that the company's operating plans will be
successful, and if so required, that the company will be
successful in obtaining the capital necessary to continue ongoing
operations.

During the past year, the introduction of several new products,
along with new and on-going customer relationships, has resulted
in significant revenue growth.  The company believes that with
continued promotion, these opportunities have the potential to
continue the general trend of increasing revenues, which, along
with enhanced operations are required in order for the company to
achieve profitability.

                        Balance sheet

At June 30, 2008, the company's balance sheet showed $2,281,637 in
total assets, $879,539 in total liabilities, and $1,402,098 in
total stockholders' equity.  

The company's consolidated balance sheet at June 30, 2008, also
showed liquidity with $1,918,392 in total current assets available
to pay $869,235 in total current liabilities.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?3372

                    About Precision Optics

Precision Optics Corporation, Inc. (OTC BB: POCI.OB) --
http://www.poci.com--  designs, develops, manufactures and sells  
specialized optical systems and components and optical thin-film
coatings.  The company's products include endoscopes, image
couplers, beamsplitters, and adapters; Lenslock endoscopes; ultra-
small lenses, prisms, and assemblies; optical medical products;
industrial cavities and interiors, and borescopes for industrial
applications; thin film coatings for a range of optical
applications; and night vision optics, such as eyepiece lens.  
recision Optics markets and sells its endoscopes to original
equipment manufacturers.  The company was founded in 1982 and is
based in Gardner, Mass.


PRINCETON OFFICE: Court Okays Norris as Bankruptcy Counsel
----------------------------------------------------------
The U.S. Banrkuptcy Court for the District of New Jersey granted
Princeton Office Park LP permission to employ Norris, McLaughlin
and Marcus, PA, as bankruptcy counsel.

The Firm will represent the Debtor in its Chapter 11 case,
including court appearances, research, preparation, and drafting
of pleadings and other legal documents, hearing preparation, and
related work, negotiations, and advice with respect to the
Debtor's Chapter 11 case.

Norris McLaughlin will charge $115 to $515 an hour for its
services, specifically:

     Professional                        Hourly Rate
     ------------                        -----------
     Members                             $260 - $540
     Associates                          $175 - $285
     Paralegals                          $130 - $160

The Debtor assured the Court that the Firm does not hold an
adverse interest to the estate, does not represent an adverse
interest to the estate, and is a disinterested person.

Headquartered in Trenton, New Jersey, Princeton Office Park LP
operates a real estate business.  The company filed for Chapter 11
protection on Sept. 9, 2008 (Bankr. D. N.J. Case No. 08-27149).  
Morris S. Bauer, Esq., at Norris McLaughlin & Marcus PA, in
Somerville, New Jersey, will represents the Debtor.


RED VALLEY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Red Valley Investments, LLC
        16009 North 81st Street, Suite 200
        Scottsdale, AZ 85260

Bankruptcy Case No.: 08-13724

Chapter 11 Petition Date: October 7, 2008

Court: District of Arizona (Phoenix)

Judge: Eileen W. Hollowell

Debtor's Counsel: Paul Sala, Esq.
                  psala@asbazlaw.com
                  Allen, Sala & Bayne, P.L.C.
                  Viad Corporate Center
                  1850 N. Central Avenue, #1150
                  Phoenix, AZ 85004
                  Tel: (602) 256-6000

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.

                       
REEVES-WILLIAMS LLC: In Default on $5.3 Million of Debt
-------------------------------------------------------
Southaven-based developer and builder Reeves-Williams LLC is in
default on payment for debts and obligations related to
$5.3 million worth of construction deeds of trust and assignments
of rents and leases dating back to March 17, 2006, the Daily News
(Memphis) reported Monday.  The three loans in default are related
to lots and homes in the Franklin Farms Planned Development in
Cordova, Tenn.

Franklin Farms PD is near Houston Levee Road and U.S. Highway 64
in Cordova.  The Daily News says Reeves-Williams developed the
lots after buying 46.55 acres in the subdivision in 2003 from
trustee Cary R. Califf for $1.3 million.

According to Daily News, the company is in default on three trust
deeds related to the subdivision; all three loans are through
AmSouth Bank with FMLS Inc. as trustee:

   1. The first was a $4.5 million construction loan dated
      March 17, 2006, for 72 lots in Franklin Farms;

   2. The second was a $716,576 construction loan dated Aug. 9,
      2006, for six lots and one home in Franklin Farms; the real
      property in default under this loan is 10230 Old Well
      Terrace in Cordova; and

   3. The third was a $112,796 construction loan dated Dec. 6,
      2007, for one lot and one home in Franklin Farms; the real
      property in default under this loan is 2554 Plum Creek Drive
      in Cordova.

According to Daily News, all properties related to these defaults
will be sold at a substitute trustee's sale Oct. 27 at 11 a.m. on
the southwest corner of the Adams Avenue entrance to the Shelby
County Courthouse.

Headquartered in Southaven, Miss., Reese-Williams LLC was once
Mississippi's largest homebuilder.  Reeves-Williams began in 1967
as a partnership between Jon Reeves and Robert Williams.  Red
Bank, New Jersey-based Kalian Co. LLC bought the homelender in
2000.  Reeves-Williams closed all of its sales offices in May,
2008, blaming the mortgage crisis and poor sales.


REHRIG INT'L: Court Okays Gulf Atlantic as Financial Advisor
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Rehrig International Incorporated and its affiliates permission to
employ Gulf Atlantic Capital Corporation as financial advisors,
nunc pro tunc Sept. 5, 2008.

The Firm will, among other things, assist the Debtors with
preparing for and filing the bankruptcy, including developing cash
budgets and developing DIP financing structures, and assist the
Debtors with preparing its statements, schedules, and monthly
operatings reports.

The Firm will charge the Debtors $250 to $350 per hour for its
services.

Ted Gumienny, the president of the Firm, assured the Court of the
Firm's disinterestedness and that the Firm doesn't represent any
interest adverse to the Debtors or the estate.

                  About Rehrig International
  
Headquartered in Richmond, Virginia, Rehrig International  
Incorporated -- http://www.rehrig.org-- manufactures wire     
products, plastic processed plastics, industrial trucks &  
tractors, conveyors & conveying equipment, laminated plasticsand
sheet metal fabricator.

The company and its two affiliates filed for Chapter 11 protection
on Sept. 5, 2008 (Bankr. D. Del. Case No. 08-12064).  Richard W.
Riley, Esq., at Duane Morris LLP represents the Debtors in their
restructuring efforts.  Kurtzman Carson Consulting, LLC, serves as
the Debtors' Claims, Noticing and Balloting Agent.  When the
Debtors filed for protection from their creditors they listed
estimated assets between $10 million and $50 million and estimated
debts between $10 million and $50 million.


REHRIG INTERNATIONAL: Schedules Filing Deadline Moved to Nov. 4
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended,
at the behest of Rehrig International Incorporated and its
affiliates, the deadline to file the Debtors' schedules of assets
and liabilities, schedules of executory contracts and unexpired
leases, and statements of financial affairs by 60 days to Nov. 4,
2008.

The Debtors filed for Chapter 11 protection on Sept. 5, 2008.  
Rules 1007(b) and (c) of the Federal Rules of Bankruptcy Procedure
require the Debtors to file with its voluntary petition, or 15
days after, their Schedules and Statements.  Rule 1007-1(b) of the
Local Rules of Bankruptcy Practice and Procedure of the United
States Bankruptcy Court for the District of Delaware automatically
extends the 15-day deadline for an additional 15 days if a debtor
has more than 200 creditors and if the petition is accompanied by
a list of all creditors and their addresses.  Bankruptcy Rule
1007(c) allows the Court to extend a debtor's time to file its
schedule and statement "for cause."

Before the Debtors filed for bankruptcy protection, their Chief
Financial Officer resigned.  The Debtors retained Gulf Atlantic
Capital Corporation as financial advisors.  Due to the resignation
of the Debtors' CFO and critical matters that the Debtors'
management and professionals like Gulf Atlantic were required to
address before the commencement of the Debtors' Chapter 11 cases,
the Debtors sought a 75-day extension of the filing deadline.

The Debtors told the Court that the volume of material that must
be compiled and reviewed by the Debtors' limited staff to complete
the Schedules and statements for each of the Debtors justify the
the Debtors' request for extension.  According to the Debtors, the
additional time requested should help guarantee that the documents
are as accurate as possible.  

                  About Rehrig International
  
Headquartered in Richmond, Virginia, Rehrig International  
Incorporated -- http://www.rehrig.org-- manufactures wire     
products, plastic processed plastics, industrial trucks &  
tractors, conveyors & conveying equipment, laminated plasticsand
sheet metal fabricator.

The company and its two affiliates filed for Chapter 11 protection
on Sept. 5, 2008 (Bankr. D. Del. Case No. 08-12064).  
Stephen E. Garcia, P.C., represents the Debtors in their
restructuring efforts as lead counsel.  Kurtzman Carson
Consulting, LLC, serves as the Debtors' Claims, Noticing and
Balloting Agent.  When the Debtors filed for protection from
their creditors they listed estimated assets between $10 million
and $50 million and estimated debts between $10 million and
$50 million.


REHRIG INTERNATIONAL: Court OKs Stephen Garcia as Lead Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Rehrig International Incorporated and its affiliates permission to
employ Stephen E. Garcia, P.C., as their lead counsel, nunc pro
tunc to Sept. 5, 2008.

The Firm will, among other things, take all necessary action to
protect and preserve the Debtors' estates, including the
prosecution of actions on the Debtors' behalf, the defense of any
actions commenced against the Debtors, the negotiation of disputes
in which the Debtors are involved, and the preparation of
objections to claims filed against the Debtors' estate.

The Firm will charge the Debtors $495 per hour.

The Debtors assured the Court of the Firm's disinterestedness.  
The Firm doesn't hold or represent any interest adverse to the
Debtors' estates.

                  About Rehrig International
  
Headquartered in Richmond, Virginia, Rehrig International  
Incorporated -- http://www.rehrig.org-- manufactures wire     
products, plastic processed plastics, industrial trucks &  
tractors, conveyors & conveying equipment, laminated plasticsand
sheet metal fabricator.

The company and its two affiliates filed for Chapter 11 protection
on Sept. 5, 2008 (Bankr. D. Del. Case No. 08-12064).  Kurtzman
Carson Consulting, LLC, serves as the Debtors' Claims, Noticing
and Balloting Agent.  When the Debtors filed for protection from
their creditors they listed estimated assets between $10 million
and $50 million and estimated debts between $10 million and
$50 million.


REHRIG INTERNATIONAL: Court OKs Duane Morris as Co-Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Rehrig International Incorporated and its affiliates permission to
employ Duane Morris, LLP, as their bankruptcy co-counsel, nunc pro
tunc to Sept. 5, 2008.

The Firm will, among other things, prepare and pursue confirmation
of the Debtors' plan, approval of the Debtors' plan, and approval
of the Debtors' disclosure statement, and prepare necessary
applications, motions, answers, orders, reports, and other legal
papers on behalf of the Debtors.

The Firm will charge the Debtors these hourly rates:

     Professional             Hourly Rate
     ------------             -----------
     Partners                 $340 - $895
     Counsel                  $375 - $775
     Special Counsel          $295 - $640
     Associates               $230 - $465
     Paralegals               $100 - $290
     Legal Assistants         $135 - $225
     Jeffrey Sternklar        $570
     Richard W. Riley         $520
     Matthew Hoffman          $295

The Debtors assured the Court of the Firm's disinterestedness and
that it doesn't hold or represent any interest adverse to the
Debtors' estates.

                  About Rehrig International
  
Headquartered in Richmond, Virginia, Rehrig International  
Incorporated -- http://www.rehrig.org-- manufactures wire     
products, plastic processed plastics, industrial trucks &  
tractors, conveyors & conveying equipment, laminated plasticsand
sheet metal fabricator.

The company and its two affiliates filed for Chapter 11 protection
on Sept. 5, 2008 (Bankr. D. Del. Case No. 08-12064).  
Stephen E. Garcia, P.C., represents the Debtors in their
restructuring efforts as lead counsel.  Kurtzman Carson
Consulting, LLC, serves as the Debtors' Claims, Noticing and
Balloting Agent.  When the Debtors filed for protection from
their creditors they listed estimated assets between $10 million
and $50 million and estimated debts between $10 million and
$50 million.


RESERVE MANAGEMENT: Regulators Conduct Probe on Complaints
----------------------------------------------------------
Daisy Maxey at The Wall Street Journal reports that Massarchusetts
regulators are conducting a probe on investors' complaints against
Reserve Management Co.

According to WSJ, the office of Massachusetts Secretary of the
Commonwealth William Galvin's spokesperson Brian McNiff said that
the secretary received some complaints about Reserve Management
and is looking into them.  WSJ relates that some investors claimed
that they haven't received their money out of the company's funds
quickly enough.

As reported in the Troubled Company Reporter on Oct. 3, 2008,  
Reserve Management disclosed that it will liquidate the assets of
The Reserve Primary Fund and distribute $20 billion to the
investors in proportion to the number of shares they held as of
Sept. 15.  The $20 billion to be disbursed on Oct. 13 is 32% of
the Fund's assets at the close of business on Sept. 12.   Reserve
Management said it is working with the SEC to come up with a plan
to distribute other assets "in a fair and equitable
manner."

WSJ relates that the Primary Fund, which had about $62 billion in
September, has redeemed about $10 billion.  Reserve Management
said that other redemptions will follow when money becomes
available as assets mature or are sold, WSJ states.

                     *     *     *          

As reported in the Troubled Company Reporter on Sept. 25, 2008,
Moody's Investors Service downgraded and left on review for
further downgrade 10 money market and bond funds managed by
Reserve Management Company, Inc., including The Reserve Primary
Fund's Caa rating.


RITE AID: John Standley Returns as President and CEO
----------------------------------------------------
Rite Aid Corporation disclosed in a Securities and Exchange
Commission filing that John T. Standley has returned as President
and Chief Operating Officer of the company.

Rite Aid also has appointed Frank G. Vitrano to the combined role
of Senior Executive Vice President, Chief Financial Officer and
Chief Administrative Officer.

Mr. Standley will assume the role of President from Mary Sammons,
who remains Chairman and CEO.  As COO, Mr. Standley will replace
Robert J. Easley, who left the Company on Sept. 24, 2008.   The
outgoing CFO, Kevin Twomey, and the outgoing CAO, Pierre Legault,
left the Company on Sept. 24, 2008.

Both Messrs. Standley and Vitrano were most recently at Pathmark
Stores, Inc., where Mr. Standley was Chief Executive Officer and
Board Director from 2005 through 2007. Mr. Vitrano, 53, served in
a variety of positions during a 35-year career at Pathmark, where
he was most recently President, CFO and Treasurer from 2002 to
2007.  Mr. Standley, 45, has intimate knowledge of Rite Aid's
operations gained during six years at the Company between 1999 and
2005, serving as Senior Executive Vice President and Chief
Administrative Officer from June 2002 until August 2005, and, in
addition, as CFO from January 2004 until August 2005.  During that
period, Mr. Standley oversaw the implementation of new financial
controls and was integrally involved in the development of the
Company's current information systems, real estate strategy and
compliance programs.  He also has served for the past several
months in an advisory capacity to the Company.

In connection with his appointment, Mr. Standley has entered into
an employment agreement with the Company running for a two-year
period, to be renewed automatically for additional one-year
periods.  Mr. Standley's compensation package includes an annual
base salary of $900,000 and he is eligible to earn a target bonus
of 125% of his annual base salary at the end of fiscal 2009 based
on the Company's achievement of fiscal 2009 bonus plan targets.  
The Company has also granted Mr. Standley an option to purchase
3,500,000 shares of the Company's common stock with an exercise
price of $0.96 per share, vesting annually in four equal
increments, which may be accelerated under certain circumstances.  

Mr. Standley will also enter the Company's Executive Equity Plan
which may award a mix of additional options at the closing price
of the Company's common stock on the date of grant and other
equity and cash incentives -- as determined by the Company's
Compensation Committee.  Upon the occurrence of a Change in
Control of the Company, as defined in Mr. Standley's employment
agreement, the option to purchase 3,500,000 shares of common
stock, in addition to any options awarded under the EEP, shall
immediately vest.  

In addition, Mr. Standley's employment agreement also contains
certain non-competition provisions as well as severance provisions
for compensation in the event of his termination with or without
cause, as defined in the agreement.  In the event of termination
without cause, Mr. Standley's severance compensation includes
payment of an amount equal to two times the sum of his base salary
and annual target bonus and immediate vesting of certain of his
stock option awards.

Mr. Vitrano has also entered into an employment agreement with the
Company running for a two year period, to be renewed automatically
for additional one-year periods.  Mr. Vitrano's compensation
package includes an annual base salary of $700,000 and he is
eligible to earn a target bonus of 110% of his annual base salary
at the end of fiscal 2009 based on the Company's achievement of
fiscal 2009 bonus plan targets.  The Company has also granted Mr.
Vitrano an option to purchase 1,400,000 shares of the Company's
common stock with an exercise price of $0.96 per share, vesting
annually in four equal increments, which may be accelerated under
certain circumstances.  

Mr. Vitrano will also enter the Company's EEP which may award a
mix of additional options at the closing price of the Company's
common stock on the date of grant and other equity and cash
incentives, as determined by the Company's Compensation Committee.  
Upon the occurrence of a Change in Control of the Company, as
defined in Mr. Vitrano's employment agreement, the option to
purchase 1,400,000 shares of common stock shall immediately vest.  
In addition, Mr. Vitrano's employment agreement also contains
certain non-competition provisions as well as severance provisions
for compensation in the event of his termination with or without
cause, as defined in the agreement.  In the event of termination
without cause, Mr. Vitrano's severance compensation includes
payment of an amount equal to two times the sum of his base salary
and annual target bonus and immediate vesting of certain of his
stock option awards.

On Sept. 30, 2008, Jerry Mark deBruin left his position as the
Company's Executive Vice President, Pharmacy effective
immediately.  His responsibilities included pharmacy purchasing,
pharmacy acquisitions, managed care, government affairs and
pharmacy business development, which reports to John Standley,
President and COO, until a successor is appointed.

                   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.


RITE AID: Board Approves 2009 Incentive Compensation Plan
---------------------------------------------------------
Rite Aid Corporation disclosed in a Securities and Exchange
Commission filing that on Oct. 2, 2008, the Compensation Committee
of its  Board of Directors approved annual long-term incentive
compensation, consisting of equity and, for certain participants,
cash-based performance awards.  The plan participants include the
"named executive officers," other corporate executive officers and
key managers of the Company.  These awards, which have been  made
annually, are designed to align our objectives with those of our
shareholders to improve the financial performance of the Company.

The Board approved a long-term incentive value for each
participant that is defined as a percentage of base salary,
provided in the form of a mix of nonqualified stock options,
restricted stock or cash performance awards.  

The LTI Levels approved for the named executive officers are:  

   -- 150% for Mary Sammons, Chief Executive Officer, and
   -- 85% for Robert B. Sari, Executive Vice President, General
      Counsel.  

The Board established the financial goals and each participant's
target for the cash performance awards under the 2009 Long-Term
Incentive Plan.  The cash performance awards, or "performance
units," are based upon reaching certain target levels of Adjusted  
EBITDA for the combined three fiscal years of 2009, 2010 and 2011.  
The target levels of Adjusted EBITDA are set each year of the
three year performance period.  The possible payout of the
performance awards range from zero to 200% of the target amount,
depending on Adjusted EBITDA as compared to target for the
combined three year performance period, with the awards paid in
cash at the end of the period.

The nonqualified stock options granted under the 2009 long-term
incentive plan will vest one-quarter per year over four years from
the date of grant, generally based on continued employment, and
will be priced at the closing price on the date of grant.  The
restricted stock vests one-third per year over three years from
the date of grant, generally based on continued employment.  

Pursuant to the 2009 long-term incentive plan, the equity awards
granted to the named executive officers under the 2006 Omnibus
Equity Plan are:

   -- Ms. Sammons, 669,600 stock options and 202,700 shares of
      restricted stock; and

   -- Mr. Sari, 164,200 stock options and 49,700 shares of
      restricted stock.

Cash performance units were also granted in these target amounts
to the named executive officers: Ms. Sammons, $900,000 and Mr.
Sari, $220,600, which will be paid only if the Company achieves
certain target levels of Adjusted EBITDA for the three year
performance period.

                   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.


RYLAND GROUP: Names CEO Larry Nicholson as President
----------------------------------------------------
The Ryland Group, Inc., disclosed in a Securities and Exchange
Commission filing that its Board of Directors has elected Larry
Nicholson as president, effective Oct. 1, 2008.  

Mr. Nicholson, who has served as the Company's chief operating
officer since June 2007, will add responsibilities as president to
his current role, reporting to R. Chad Dreier, the Company's
chairman and chief executive officer.  

In connection with his promotion, the Board of Directors increased
Mr. Nicholson's base salary to $750,000 and granted a stock option
award for 100,000 shares of common stock with an exercise price
based on the closing market price of the Company's stock on the
award date of October 1, 2008.

Additionally, effective October 1, 2008, the Board of Directors
increased the base salary of Mr. Gordon Milne, the Company's Chief
Financial Officer, to $700,000 and granted Mr. Milne a restricted
stock unit award to receive 30,000 shares of common stock which
vests over three years, one-third of the total grant each year,
beginning on Nov. 1, 2009.

                        About Ryland Group

Based in Calabasas, California and founded in 1967, The Ryland
Group Inc. (NYSE: RYL) -- http://www.ryland.com/-- is one of the   
nation's largest homebuilders and a leading mortgage-finance
company.  The company currently operates in 28 markets across the
country and has built more than 275,000 homes and financed more
than 230,000 mortgages since its founding in 1967.  

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2007,
Moody's Investors Service lowered the ratings of The Ryland Group
Inc., including its corporate family rating and the ratings on the
various issues of senior unsecured notes to Ba1 from Baa3.  The
ratings were taken off review for downgrade where they had been
placed on Oct. 31, 2007, and the outlook is negative.

The company has reported six consecutive quarters of net losses
since the first quarter of 2007.  The company posted $241.6
million in net losses on $487.9 million in revenues for the second
quarter ended June 30, 2008.


SALOMON BROTHERS: Moody's Cuts Class M-5 Loan Rating to 'Caa1'
--------------------------------------------------------------
Moody's Investors Service has downgraded the rating of one tranche
issued by Salomon Brothers Mortgage Trust 2001-2.  The collateral
backing this transaction consists primarily of first lien
adjustable-rate and fixed-rate "scratch and dent" mortgage loans.

The actions are part of an ongoing, wider review of all RMBS
transactions, in light of the deteriorating housing market and
rising delinquencies and foreclosures.  Many "scratch and dent"
pools are exhibiting higher than expected rates of delinquency,
foreclosure, and REO.  The rating adjustments will vary based on
level of credit enhancement, collateral characteristics, pool-
specific historical performance, quarter of origination, and other
qualitative factors.

Complete rating actions are:

Issuer: Salomon Brothers Mortgage Trust 2001-2

  -- Cl. M-5, Current rating Caa1, downgraded to Ca


SEMGROUP LP: Court Okays Appointment of Producer Creditor Panel
---------------------------------------------------------------
The Hon. Brendan L. Shannon of the United States Bankruptcy Court
for the District of Delaware has approved the Oklahoma Producers'
request for the appointment of an official committee representing
the producer creditors in SemGroup LP and its debtor affiliates'
Chapter 11 cases, Rod Walton at Tulsa World reported.  A hearing
on the Producers' request was held October 3, 2008.

"The judge said this was an extraordinary remedy," Steven W.
Bugg, Esq., representing the Oklahoma Producers, was quoted by
Tulsa World as saying.  "He said it was very rare to allow that,
but that producers had proved their case."

"We look forward to working with the producers' committee and all
of our other stakeholders to complete a successful restructuring,"
SemGroup spokesman Lance Ignon told Tulsa World.

Prior to the October 3 hearing, Bank of America, N.A., as
administrative agent for the Debtors' prepetition and
postpetition lenders, as well as the Official Committee of
Unsecured Creditors and Roberta A. DeAngelis, Acting United
States Trustee for Region 3, opposed the formation of the
Producers' Committee.

BofA argued that a Producers' Committee cannot adequately
represent the interest all its constituents in the Debtors' cases
since each producer and supplier will assert unique, individual,
and conflicting rights.  Moreover, BofA pointed out that the
procedures established by the Court will eliminate the need for a
Producers' Committee, which will only substantially increase the
expenses of the Debtors' estates.

Susheel Kirpalani, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP, in New York, insisted that the Producers are
adequately represented through the Committee.  He told the Court
that the Creditors' Committee's interests are in conjunction with
those of the Producers' and the Committee is looking forward to
working with the Producers to maximize the value of the Debtors'
estates.  The formation of a special committee will only create
an additional cost to the estates, he argued.

The U.S. Trustee asserted that the Bankruptcy Code does not
authorize the appointment of a claimants' committee or a secured
creditors' committee.  Moreover, the U.S. Trustee complained that
the Producers' request is premature since no determination has
been made whether the Producers' claims are secured or entitled
to administrative priority.

Despite the objections, Judge Shannon authorized the U.S. Trustee
to appoint members to the official producers' committee among the
Debtors' oil, gas and asphalt producers.   According to Tulsa
World, producers can offer the names of prospective appointees to
the U.S. Trustee in the week following a Court order.

The Debtors allegedly owe up to $1,000,000,000 to more than 1,000
Producers for goods sold on credit in the weeks prior to the
Petition Date, Tulsa World reported.  The Court will determine
how to fund the committee at a later date, the report said.

Other producers that supported the appointment request include
Star Production, Inc., Southlake Exploration, Inc., Spalding
Energy, Inc., B L Oil Company, Inc., Bell Energy, Tracker
Mineral, LLC, Holley Operating, LLC, Sojourner Enterprises, Inc.,
Valley Petroleum Company, P,B&B Operating Inc., R.H. Chambers,
LLC, Roger Klingberg, Kern Company, Cody Golson, Mull Drilling
Co., Inc., D E Exploration, Daystar Petroleum Inc., Dunne
Equities Inc., F.G. Holl Co. LLC, Lario Oil & Gas Co., Landmark
Resources Inc., McCoy Petroleum Corporation, Osborn Heirs Co.,
Pickrell Drilling Company, Inc., Ritchie Exploration, Inc.,
Tempest Energy Resources LP, Thoroughbred Associates, Viking
Resources, Inc., Vincent Oil Corporation, Wheeler Oil Company,
White Exploration, Inc., White Pine Petroleum Corporation, Red
Oak Energy, Inc., Calvin Noah, Mid-Continent Energy Corporation,
Monitor Oil, Inc., VJI Natural Resources, Sterling Energy,
Slawson Companies, Braden-Deem, Inc., Oil Company of America,
Platte Valley Oil Company, CMX, Inc., Astine & Musgrove, Inc.,
Ardmore Production & Exploration Co., Arrow Oil & Gas, Inc., ATEC
Steel Fabrication and Construction LLC, Casey Musgrove Oil
Company, Inc., Chaparral Energy, Charter Oak Production Company,
LLC, FHA Investments; FHA Oil & Gas, Fairfield Oil & Gas; The
Gloria Corporation, GMX Resources, Ground Development Company,
Howard & Taylor Oil, Jack Exploration, Inc., Keith F. Walker Oil
& Gas Company, LLC, Kingery Drilling Company, Inc., Landers Oil &
Gas, Inc., Little Bear Resources, LLC, Muirfield Resources
Company, Musgrove Energy, Inc., Nytex Energy, LLC, Oklahoma Oil &
Gas Management, Inc., Otey Johnson Properties, Inc., Patwill Oil
& Gas, Romak Corporation, R.J. Sperry Co., Roxanna Oil Company,
Stephens Exploration, Tripledee Drilling, Tripledee Operating,
TriPower Resources, LLC, Tommy Young Oil Co., Wellco Energy Inc.,
Williams Field Services, Williams Production RMT Company, Benson
Mineral Group, Davis Petroleum, Inc., LD Drilling, Inc., Murfin
Drilling Company, Inc., RAMA Operating Co., Inc., St. Anselm CKU,
Security Energy Company, Vess Oil Corporation, TransMontaigne
Partners, L.P., Statewide Crude, Inc., and Altman Energy, Inc.

                         About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.  
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  These represent the Debtors' restructuring efforts:
John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq. at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq.
at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C.
is the Debtors' claims agent.  The Debtors' financial advisors are
The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SHEFFIELD CDO: Moody's Chips $19.5MM Class C Notes Rating to 'C'
----------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade the notes issued by Sheffield CDO II, Ltd.:

Class Description: $169,300,000 Class A-1 Variable Funding Notes
due 2051

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Aa1, on review for possible downgrade
  -- Prior Rating Date: 6/6/2008

Class Description: $32,500,000 Class A-2 Senior Secured Floating
Rate Notes due 2051

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Aa3, on review for possible downgrade
  -- Prior Rating Date: 6/6/2008

Class Description: $32,500,000 Class A-3 Senior Secured Floating
Rate Notes due 2051

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: A1, on review for possible downgrade
  -- Prior Rating Date: 6/6/2008

Class Description: $31,600,000 Class B Senior Secured Floating
Rate Notes due 2051

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade
  -- Prior Rating Date: 6/6/2008

Additionally, Moody's has downgraded these notes:

Class Description: $19,500,000 Class C Deferrable Interest Secured
Floating Rate Notes due 2051

  -- Prior Rating: Ca
  -- Current Rating: C
  -- Prior Rating Date: 7/24/2008

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


SIMON WORLDWIDE: Greg Mays Replaces Anthony Kouba as CEO
--------------------------------------------------------
Simon Worldwide Inc. disclosed in a Securities and Exchange
Commission filing that on Sept. 30, 2008, J. Anthony Kouba
resigned from his positions as Chief Executive Officer and
Director.  The Board of Directors of the Company elected Greg Mays
to serve as the Company's Chief Executive Officer, effective
Oct. 1, 2008.

Mr. Mays, 62, will continue to serve as the Company's chief
financial officer, a position he has held since May 2003.  Mr.
Mays is a consultant and private investor.  Throughout his career,
Mr. Mays has held numerous executive and financial positions, most
recently as chairman of the board of Wild Oats Markets, Inc. from
July 2006 to August 2007.  Mr. Mays also served as executive vice
president-finance and administration of Ralphs Grocery Company
from 1995 to 1999.  Mr. Mays also serves on the Board of Directors
of Source Interlink Companies, Inc. and The Great Atlantic &
Pacific Tea Company, Inc.  

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 8, 2008, BDO
Seidman, LLP, in Los Angeles, espressed substantial doubt about
Simon Worldwide Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.  BDO Seidman pointed to
the company's stockholders' deficit, significant losses from
operations, and lack of any operating revenue.

                      About Simon Worldwide

Headquartered in Los Angeles, Calif., Simon Worldwide Inc. (OTC:
SWWI) was prior to August 2001, a multi-national, full service
promotional marketing company. In August 2001, McDonald's
Corporation, the company's principal customer, terminated its 25-
year relationship with the company as a result of the embezzlement
by a former company employee of winning game pieces from
McDonald's promotional games administered by the company.  

As a result of the loss of its customers, the company no longer
has any operating business.  Since August 2001, the company has
concentrated its efforts on reducing its costs and settling
numerous claims, contractual obligations, and pending litigation.  
As a result of these efforts, the company has been able to resolve
a significant number of outstanding liabilities that existed at
Dec. 31, 2001, or arose subsequent to that date.  At June 30,
2008, the company had reduced its workforce to 4 employees from
136 employees at Dec. 31, 2001.  The company is currently managed
by the chief executive officer, together with a principal
financial officer and an acting general counsel.

Simon Worldwide's consolidated balance sheet at June 30, 2008,
showed $20,026,000 in total assets, $1,158,000 in total
liabilities, and $34,374,000 in redeemable preferred stock,
resulting in a $15,506,000 stockholders' deficit.

The company reported net income of $1,560,000 for the second
quarter ended June 30, 2008, compared with a net loss of $380,000
for the same period last year.


SIRIUS XM: Names Dara Altman as Exec. VP and James Ryu as Sr. VP
----------------------------------------------------------------
Sirius XM Radio Inc. disclosed in a Securities and Exchange
Commission filing that on Sept. 26, 2008, Dara F. Altman was
appointed as Executive Vice President and Chief Administrative
Officer, and James Rhyu was appointed as Senior Vice President and
Chief Accounting Officer.  In this capacity, Mr. Rhyu will serve
as the company's principal accounting officer.

Ms. Altman, 50, has served as Executive Vice President, Business
and Legal Affairs, of XM Satellite Radio since January 2006.  Ms.
Altman was Executive Vice President of Business Affairs for
Discovery Communications, a nonfiction media company, from 1997
through 2005. Prior to joining Discovery Communications, Ms.
Altman served as Senior Vice President and General Counsel of
Reiss Media Enterprises from 1993 to 1997, which owned Request TV,
a national pay-per-view service. Ms. Altman also served as counsel
for Home Box Office and started her career as a lawyer at Willkie,
Farr & Gallagher LLP.

The company has entered into a three-year employment agreement
with Ms. Altman.  She will receive an annual base salary of
$446,332 per year and will be entitled, among other things, to
participate in any bonus plan generally offered to employees at
the same level.

In the event the company terminates her employment without cause
or she terminates her employment for good reason, Ms. Altman will
receive a lump sum payment equal to two times her base salary plus
the higher of the last bonus actually paid to her and a target
bonus.  She will also receive certain other amounts and benefits
specified in the agreement.

Mr. Rhyu, 38, has served as Senior Vice President and Controller
of XM Satellite Radio since January 2006.  Prior to joining XM,
Mr. Rhyu served as Corporate Controller of Graftech International,
a global manufacturing company, since 2004. He has also held
positions at both Ernst & Young and Deloitte & Touche. Mr. Rhyu is
a Certified Public Accountant.

THe company has also entered into a three-year employment
agreement with Mr. Rhyu. He will receive an annual base salary of
$325,000 per year and will be entitled to participate in any bonus
plan generally offered to employees at the same level.

In the event that on or before July 27, 2009, the company
terminates Mr. Rhyu's employment without cause or he terminates
his employment for good reason, he will receive a lump sum payment
equal to two times his base salary plus a target bonus. He will
also receive certain other amounts and benefits specified in the
agreement. In the event the company terminates Mr. Rhyu's
employment without cause after July 27, 2009, he will be entitled
to receive severance, in the form of salary continuation, for a
period of one year plus a bonus and other benefits.

In the event that any payment Sirius makes, or benefit it
provides, to Ms. Altman or Mr. Rhyu would be deemed to be an
"excess parachute payment" under the Internal Revenue Code, that
he or she would be subject to an excise tax, the company have
agreed to pay Ms. Altman a gross-up payment equal to the amount of
such tax and such additional amount as may be necessary to place
her in the exact same financial position that she would have been
in if the excise tax were not imposed, and the company has agreed
that Mr. Rhyu's payments and benefits (not limited to severance)
will be reduced to the extent necessary to eliminate any such
excise taxes, unless he would be in a better net after-tax
position to receive all payments and benefits, in which case all
payments and benefits would be paid.

Headquartered in New York, Sirius XM Radio Inc. --
http://www.sirius.com/-- formerly Sirius Satellite Radio Inc., is   
a satellite radio provider.  The company offers over 130 channels
to its subscribers, 69 channels of 100% commercial-free music and
65 channels of sports, news, talk, entertainment, traffic, weather
and data content.  Its primary source of revenue is subscription
fees, with most of its customers subscribing to SIRIUS on either
an annual, semi-annual, quarterly or monthly basis.  The company
derives revenue from activation fees, the sale of advertising on
its non-music channels, and the direct sale of SIRIUS radios and
accessories.  Various brands of SIRIUS radios are Best Buy,
Circuit City, Costco, Crutchfield, Sam's Club, Target and Wal-
Mart.

                          *     *     *

Standard & Poor's Ratings Services affirmed its corporate ratings
on Sirius XM Radio Inc. (CCC+) and XM Satellite Radio Holdings
Inc., which S&P analyzes on a consolidated basis for purposes of
the corporate credit rating, and removed them from CreditWatch
with developing implications, where S&P placed them on March 4,
2008. The issue-level ratings on debt at New York City-based
Sirius XM Radio Inc. and at Sirius' unrestricted subsidiaries, XM
Satellite Radio Holdings Inc. and XM Satellite Radio Inc., remain
on CreditWatch with developing implications until additional
information becomes available regarding the ultimate
capitalization and the effect of cost-saving plans and growth
initiatives on secured and unsecured recovery at Sirius and XM.
Upon S&P's examination of additional information, S&P could raise,
affirm, or lower the issue-level ratings. The outlook is
developing.


SKY MERGER: Moody's Rates Proposed Senior Secured Notes 'Ba3'
-------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to the proposed
senior secured notes of Sky Merger Sub Corporation, an acquisition
vehicle intended to facilitate the acquisition of Apria Healthcare
Group Inc. by a private investment fund affiliated with The
Blackstone Group.  Concurrently, Moody's assigned a Ba3 Corporate
Family and Probability of Default ratings to the company.  The
outlook for the ratings is stable.

The proposed transaction values Apria at about $1.6 billion and
remains subject to stockholder approval.  The transaction is
expected to close in the fourth quarter of 2008 and will be
financed through a combination of equity and debt.  Proceeds from
the proposed $1,010 million secured notes and about $679 million
in common equity will be used to purchase 100% of the equity of
Apria, refinance existing debt and pay expenses associated with
the transaction.  The proposed $150 million asset-based revolver
(not rated) will include a sub-facility for letters of credit.  At
closing, $30 million of the revolver is expected to be drawn for
general corporate purposes, including working capital.

Merger Sub's Ba3 corporate family rating is constrained by
relatively high initial leverage in light of the ongoing
unfavorable Medicare reimbursement environment.  Moreover, Moody's
remains concerned that future Medicare legislation could further
constrain Apria's revenue and cash flow.  Nonetheless, the ratings
reflect increased clarity offered by the recently enacted Medicare
Improvements for Patients and Providers Act of 2008: In
particular, the act postponed the implementation of competitive
bidding for medical equipment in exchange for 9.5% price cuts for
existing suppliers across several DME/oxygen product categories,
starting January 2009.

The legislation also clarified the extent of the loss of revenue
in Apria's oxygen therapy business commencing in 2009.  The
ratings benefit from the recession resistant nature of Apria's
businesses, significant market share in key business segments, and
leading positions with both health care providers third party
payors.  The ratings also benefit from the expansion of the
company's infusion business following the acquisition of Coram in
December 2007 and the potential for incremental growth in
specialty pharmaceuticals and infusion going forward.  The ratings
reflect Moody's expectations that cost reduction initiatives
already under way are likely to significantly offset ongoing
reimbursement pressures.

Moody's assigned these ratings:

  -- Corporate Family Rating, rated Ba3;
  -- Probability of Default Rating, rated Ba3;
  -- $1,010 million senior secured notes due 2014, rated Ba3
     (LGD 3, 45%).

The ratings outlook is stable.

Ratings are subject to review of executed documentation. The
corporate and instrument ratings of Merger Sub will be transferred
to the continuing entity, which will be Apria Healthcare Group
Inc. upon completion of the transaction.

Apria, headquartered in Lake Forest, California, provides
respiratory therapy (52% of revenues), home infusion (38%) and
home medical equipment (10%) through approximately 550 locations
serving patients in all 50 states.  Revenues were about $2.1
billion for the 12 months ended June 30, 2008, pro forma for the
Coram acquisition.


SMART MODULAR: Moody's Cuts Notes Rating to 'B1' with Neg. Outlook
------------------------------------------------------------------
Moody's Investors Service changed the outlook of SMART Modular
Technologies, Inc. to negative from stable, downgraded the senior
secured second lien notes rating to B1 from Ba3 and affirmed the
corporate family rating at B1.

The outlook change reflects continued decline in SMART's revenues
due to dramatic product price erosion in its core DRAM memory
module segment, which has impacted profitability and pressured
EBITDA.  Moody's believes that the reduced level of EBITDA may
cause SMART to violate the financial covenants under its
$50 million revolving credit facility.  The negative outlook
further underscores Moody's expectations that the company may
generate breakeven to slightly negative free cash flow in the
near-term and the potential of a weaker liquidity profile, if the
company were to lose access to its revolving credit facility.

These ratings were affirmed:

  --  Corporate Family Rating - B1
  -- Probability of Default Rating - B1

These ratings were changed:

  -- $81 Million Senior Secured second lien notes to B1
     (LGD-4, 52%) from Ba3 (LGD-3, 38%)

Ratings outlook is negative.

Moody's notes that SMART is challenged by 1) a very volatile,
cyclical, and competitive industry characterized by rapid
technological changes, short product life cycles, and wide
fluctuations in product supply and demand; 2) significant customer
concentration with Hewlett Packard and Cisco representing 33% and
13% of its fiscal Q4 2008 revenues, respectively; 3) above average
exposure to downturns in corporate technology spending; and 4) the
potential for further pricing pressure in SMART's core DRAM memory
segment resulting in revenues and gross profit decline.  The
rating is supported by Moody's expectations that the company will
maintain good EBITDA interest coverage over the near to
intermediate term.

The rating change on the senior secured second lien notes reflects
the changes in the capital mix of the company.  The previous
rating action occurred on January 30, 2008 when Moody's upgraded
SMART Modular's Corporate Family Rating to B1 from B2, Probability
of Default Rating to B1 from B2 and senior secured second lien
notes rating to Ba3 from B1.

SMART Modular Technologies (WWH), Inc., headquartered in Fremont,
California and incorporated in the Cayman Islands, is a leading
independent manufacturer of specialty and standard DRAM and Flash
memory products, embedded computing subsystems, and TFT-LCD
display products that are sold to OEMs.  Revenues and EBITDA for
FY2008 were $670 million and $54 million million (net of
$7.3 million of non-cash stock compensation charge), respectively.


SMART-TEK SOLUTIONS: Delays Annual Report Filing with SEC
---------------------------------------------------------
Smart-tek Solutions, Inc., disclosed in a Securities and Exchange
Commission filing that it was unable to file, without unreasonable
effort and expense, its Form 10-KSB Annual Report for the period
ended June 30, 2008 because its auditors have not completed their
audit of the financial statements.

It is anticipated that the Form 10-KSB Annual Report, along with
the audited financial statements, will be filed on or before the
15th calendar day following the prescribed due date of the Form
10-KSB.

                    About Smart-tek Solutions

Based in Reno, Nev., Smart-tek Solutions, Inc. (OTC BB: STTK) --
http://www.smart-teksolutions.com/-- through its subsidiary,    
Smart-tek Communications Inc., engages in the design, sale,
installation, and service of electronic hardware and software
products in Canada.

                     Going Concern Disclaimer

John Kinross-Kennedy, in Irvine, Calif., expressed substantial
doubt about Smart-tek Solutions Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007.  The auditor pointed
to the company's net loss, negative cash flow from operations
during the year ended June 30, 2007, and working capital
deficiency and shareholders' deficiency at June 30, 2007.

Smart-tek Solutions Inc.'s consolidated balance sheet at March 31,
2008, showed $1,599,736 in total assets and $2,837,981 in total
liabilities, resulting in a $1,238,245 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,144,577 in total current assets
available to pay $2,837,981 in total current liabilities.

The company reported a net loss of $78,416, on total revenue of
$1,128,340, for the third quarter ended March 31, 2008, compared
with a net loss of $14,913, on total revenue of $549,579, in the
same period last year.


STAR-LEDGER: To Close Star-Ledger If No Agreement With Union
------------------------------------------------------------
George Arwady, the publisher of The Star-Ledger of Newark, New
Jersey, said that the paper will be sold or closed on Jan. 5,
2009, unless 200 buyouts and several union concessions are met,
Joe Strupp at Free Republic reports.

Russell Adams and Shira Ovide at The Wall Street Journal relate
that the Star-Ledger almost completed cost-cutting measures that
will hold off its sale or closure, including cutting costs,
reducing staff, and eliminating sections as the Web and downturn
have eroded print readership and advertising.  

Free Republic states that Star-Ledger had said that it would need
about 200 workers to accept buyouts and the drivers and mailers
unions to renegotiate contracts.  WSJ says that the 200 workers is
more than 25% of its non-unionized full-time staff.

Mr. Arwady, according to Free Republic, told staffers in e-mails
that the number of newsroom buyout takers has fallen short.  About
50% of the 330 newsroom staffers have applied for buyouts, WSJ
says, citing sources.  Free Republic states that the buyouts were
first offered on July 31.  Buyout applications are due Oct. 1,
says the report.

WSJ states that while the Star-Leger entered into a new agreement
with the union representing its mailers in September and more than
enough staffers have applied for the buyout, the newspaper
couldn't reach an agreement with its drivers' union.    WSJ says
that the union representing truck drivers at the Star-Ledger was
expected on Tuesday to accept a new contract.  

Mr. Arwady said in an E-mail obtained by the Free Republic that it
is doubtful that the drivers will reach an agreement with the
Star-Ledger by Oct. 8, 2008.

WSJ relates that the Star-Ledger enlisted J.P. Morgan Chase & Co.
for a possible sale of the paper, but no steps have been taken to
seek buyers or circulate financial information.

Citing Star-Ledger parent Advance Publications Inc.'s president
Donald Newhouse, WSJ states that the Star-Ledger expected to post
as much as $40 million in losses.

The Times of Trenton -- the Star-Ledger's sister publication --
has received more applications for buyouts than the 25 it needed
to avoid closure, WSJ reports.

                     About The Star-Ledger

The Star-Ledger is a newspaper in Newark, New Jersey.  It is a
sister paper to the Jersey Journal of Jersey City, The Times of
Trenton, and the Staten Island Advance, all of which are owned by
Advance Publications.


STAT AMBULANCE: Asks Court to Lift Stay to Prosecute Claim
----------------------------------------------------------
West Virginia's Office of the Insurance Commissioner asks Judge
Ronald G. Pearson of the U.S. Bankruptcy Court for the Southern
District of West Virgina to lift the automatic stay imposed in
Stat Ambulance Service Inc.'s chapter 11 cases to allow it to file
a case against the company in Kanawha County Circuit Court for
non-payment of worker's compensation, Pamela Scot Johnson of the
Williamson Daily News (West Virginia) reports.

The report says Stat, which is owned by Jason Smyth, is required
by bankruptcy law to follow all state laws respective to doing
business in West Virginia.  This includes having a worker's
compensation policy in effect for the protection of its workers.

The report says that, according to papers filed in court, the
Insurance Commissioner's office argued that "[w]orkers'
compensation coverage is mandatory and is required to be in
continual effect as long as the debtor is in his Chapter 11 plan."

"By not having workers' compensation (Stat) is in policy default,"
Larry M. Bonham, Esq., attorney for the Insurance Commissioner of
West Virginia, pointed out according to the report.  "By being in
default and having a liability to the Uninsured Fund, the OIC is
obligated to initiate action in Kanawha County Circuit Court to
enjoin the employer from  continuing to operate the employer's
business.  We are looking to put Stat out of business."

The report relates that Mr. Bonham said during the period without
coverage, Stat has "several claims filed against it," which were
paid from West Virginia's Uninsured Employer Fund.  "Those claims
remain unpaid," said Mr. Bonham.  "Prior to the present lapse,
(Stat) had another lapse in coverage, resulting in claims filed
and paid out of the Uninsured Fund.  Those claims remain unpaid."

The report relates that Mr. Bonham said that as of 2 p.m. Friday,
no proof of Stat acquiring a workers' compensation policy had been
sent to his office.  He said that if Mr. Smyth were to obtain the
insurance before the Oct. 22 court date that he will ask the judge
to dismiss the case but he said he will request that the company
be ordered to reimburse the state's Uninsured Fund along with
fines.

Numerous calls placed to Mr. Smyth were not returned to Daily
News.

Based in Gilbert, W. Va., Stat Ambulance Service, Inc.
-- http://www.statambulanceservice.com/-- offers medical  
transportation, including emergency and non-emergency services, in
the areas of West Virginia and Kentucky.  The company filed for
Chapter 11 relief on Jan. 25, 2007 (Bankr. S.D. W. Va. Case
No. 07-20071).  Joseph W. Caldwell, Esq., at Caldwell & Riffee,
represented the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed assets of $1 million to
$100 million, and debts of $1 million to $100 million.


STEVE & BARRY'S: Taps Clear Thinking as Advisor and Crisis Manager
------------------------------------------------------------------
Steve and Barry's LLC and its debtor-affiliates seek authority
from the United States Bankruptcy Court for the Southern District
of New York to employ Clear Thinking Group, LLC, nunc pro tunc to
September 22, 2008.

On September 12, 2008, the Debtors, together with their financial
advisors, Conway, Del Genio, Gries & Co., LLC and the Official
Committee of Unsecured Creditors interviewed certain financial
advisory firms interested in assisting the Debtors in their wind
down efforts.  After consultation with the Committee and Conway,
the Debtors decided to engage Clear Thinking, nunc pro tunc to
September 22, 2008, to assist them in their wind down process.

According to the Debtors, their wind down efforts need the
assistance of sophisticated wind-down professionals like Clear
Thinking.  Clear Thinking is an advisor and crisis manager that
specialize in areas of restructuring and distressed debt,
including the wind-down of affairs of a Chapter 11 debtor, and
post-confirmation trusts after the sale of substantially all of
the debtor's assets, the Debtors note.

Pursuant to their engagement letter, Clear Thinking's duties
include:

   (a) actively leading and managing the Debtors' Chapter 11
       cases and the wind-down process on the Debtors' behalf;

   (b) assisting the Debtors with the preparation of the
       necessary motions, applications, schedules and budgets and
       other bankruptcy-related reporting, including monthly
       operating reports;

   (c) assisting with the preparation of, and providing, any
       testimony that may be required in the Debtors' cases;

   (d) assisting the Debtors with the liquidation of any
       remaining assets and collection of any proceeds;

   (e) assisting with the preparation and implementation of any
       plan(s) of reorganization or liquidation, including
       required financial analysis and projections; and

   (f) assisting the Debtors in all other areas required by the
       Debtors or the Committee.

A copy of the engagement letter is available for free at:

            http://ResearchArchives.com/t/s?336d

Clear Thinking will be paid for the services of its professionals
based on these rates:

       Professional                        Hourly Rate
       ------------                        -----------
       Partners and Managing Directors     $425 - $450
       Senior Managers and Managers        $300 - $350
       Consultants                         $200 - $250
       Administrative Support               $75 - $100

The firm's monthly fees will be capped at $50,000, provided that
excess fees for a particular month will be credited to the next
monthly billing period in which Clear Thinking's aggregate fees
are less than the capped amount.  The Debtors will also reimburse
Clear Thinking for all reasonable out-of-pocket expenses incurred
in connection with those services.

Dorene Robotti, managing director of Clear Thinking Group LLC,
says her firm has provided and will likely to continue to provide
services to certain of the Debtors' creditors in matters wholly
unrelated to the Chapter 11 cases.  These parties-in-interest
include WF Foothill, WF Trade Capital, WF Retail Finance, and WF
Business Credit -- all affiliates of Wells Fargo.

Moreover, the Debtors agree to indemnify, hold harmless and
defend Clear Thinking against all claims, liabilities, losses,
damages and reasonable expenses as they are incurred relating to
the engagement, including any legal proceeding in which Clear
Thinking may be required to participate, but in which it is not a
party.  In no event, however, will Clear Thinking be indemnified
in the case of its own gross negligence, willful misconducts or
bad faith.

Based on the conflict search conducted by the firm, Ms. Robotti
assures the Court that Clear Thinking does not represent a
conflict of interest with respect to the services for which the
firm is to employed in the Debtors' cases.

                      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: Wants Lease Decision Period Moved to Feb. 4 2009
-----------------------------------------------------------------
Steve and Barry's LLC and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York
to extend, until Feb. 4, 2009, their deadline to assume or reject
nonresidential real estate leases in their Chapter 11 cases.

The Debtors' current deadline is November 6, 2008.

Section 365(d)4) provides that an unexpired lease of
nonresidential real property under which the debtor is the lessee
will be deemed rejected, and the trustee will immediately
surrender that nonresidential real property to the lessor, if the
trustee does not assume or reject the unexpired lease by the
earlier of (i) the date that is 120 days after the date of the
order for relief; or (ii) the date of the entry of an order
confirming a plan.

In order to comply with the terms of the Court-approved sale of
substantially all of the Debtors' assets to BH S&B Holdings, LLC,
including the "designation deadline," the Debtors assert that
they need more time to assume or reject those real estate Leases.  

Pursuant to the Sale Order and the Asset Purchase Agreement
governing the sale of all of the Debtors' assets, the Purchaser
has until January 31, 2009, to designate which Leases it wants
the Debtors to assume and assign.  As of entry of the Sale Order,
the Purchaser has designated 108 stores of the 276 stores in 39
states, for continued operations.  Accordingly, the Debtors have
assumed and assigned the leases on those stores to the Purchaser.  

The Debtors relate that as of October 2, 2008, they have already
rejected 37 of the Leases pursuant to the Lease Rejection
Procedures Order.  They believe that the Purchaser may shortly
designate additional stores for assumption and assignment.  

Shai Y. Waisman, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that the Court should extend the Debtors' lease
decision period on grounds that:

   (a) the Debtors are current with respect to all undisputed
       postpetition obligations under the Leases that are due and
       payable pursuant to Section 365(d)(3) of the Bankruptcy
       Code;

   (b) permitting the Debtors to continue to occupy the locations
       covered by the Leases will not damage any related lessor
       more than the compensation or protections provided for by
       the Bankruptcy Code, as the Debtors intend to remain
       current on postpetition rent obligations.  Moreover, any
       lessor, upon showing of cause, may request that the Court
       fix an earlier deadline by which the Debtors must assume
       or reject that lessor's lease.

   (c) the Debtors' operations were conducted through stores that
       are the subject of the Leases.  These properties,
       therefore, are primary assets of the Debtors at this
       time.

   (d) there are approximately 130 leases that the Purchaser and
       the Debtors still have to evaluate.  Pursuant to the Asset
       Purchase Agreement, the Debtors may not reject, prior to
       the designation deadline, any real property leases that
       the Purchaser has not designated.  

"If the deadline to assume or reject the Real Estate Leases is
not extended through February 4, 2009, the Debtors may be in
breach of the Asset Purchase Agreement, the Purchaser will likely
assert substantial administrative claims for the breach, and the
Debtors may forgo proceeds from the potential sale of any Real
Estate Leases," Mr. Waisman points out.  To that extent, a
substantial increase in administrative expense claims will not
only negatively impact the recovery to the unsecured creditors,
but may jeopardize the orderly wind down of the estates
altogether, he says.

He adds that approval of a shorter extension will only
necessitate expending the estate funds in the preparation,
filing, service and prosecution of a motion seeking a further
extension.  

The extension will not prejudice the landlords' right to seek a
contraction of the period, Mr. Waisman assures the Court.

The Court will convene a hearing on October 16, 2008, to consider
the Debtors' request.  Parties-in-interest must file their
objections no later than 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: Wants Exclusivity Period Extended Until May 5
--------------------------------------------------------------
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.


STRUCTURED ASSET: Moody's Lowers Ratings on 19 Tranches
-------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 19
tranches from 3 Alt-A and Option ARM transactions issued by
Structured Asset Mortgage Investment Trust.  Additionally, 6
tranches were placed on review for possible downgrade.

The collateral backing these transactions consists primarily of
first-lien, adjustable-rate, Alt-A and Option ARM mortgage loans.  
The ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions are a result of Moody's on-going review process.

Complete rating actions are:

Issuer: Structured Asset Mortgage Investments II Trust 2004-AR5

  -- Cl. II-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-B-1, Downgraded to A1 from Aa2
  -- Cl. I-B-2, Downgraded to Ba2 from A2
  -- Cl. I-B-3, Downgraded to Ca from Baa2
  -- Cl. I-B-4, Downgraded to C from Ba2
  -- Cl. I-B-5, Downgraded to C from B2
  -- Cl. II-B-1, Downgraded to Baa1 from Aa2
  -- Cl. II-B-2, Downgraded to B3 from A2
  -- Cl. II-B-3, Downgraded to C from Baa2

Issuer: Structured Asset Mortgage Investments Trust 2002-AR5

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa
  -- Cl. B-1, Downgraded to Baa2 from Aa2
  -- Cl. B-2, Downgraded to Caa1 from A2
  -- Cl. B-3, Downgraded to Ca from Baa2
  -- Cl. B-4, Downgraded to C from Ba2
  -- Cl. B-5, Downgraded to C from B2

Issuer: Structured Asset Mortgage Investments Trust 2003-AR3

  -- Cl. M, Downgraded to Aa3 from Aaa
  -- Cl. B-1, Downgraded to Baa1 from Aa2
  -- Cl. B-2, Downgraded to B3 from A2
  -- Cl. B-3, Downgraded to C from Baa2
  -- Cl. B-4, Downgraded to C from Ba2
  -- Cl. B-5, Downgraded to C from B2


SUN MEADOWS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sun Meadows 136, LLC
        1825 Del Paso Blvd.
        Sacramento, CA 95815

Bankruptcy Case No.: 08-34404

Chapter 11 Petition Date: October 6, 2008

Court: Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, LTD.
                  417 W. Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7000

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/califeb08-34404.pdf


TALLSHIPS FUNDING: Moody's Lowers Ratings on Expected Losses
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of four
classes of notes issued by Tallships Funding, Ltd. The notes
affected by the rating action are:

Class Description: $687,500,000 Advance Swap

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Prior Rating Date:April 16, 2008
  -- Current Rating: Ca

Class Description: $250,000,000 Revolving Credit Agreement

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Prior Rating Date:April 16, 2008
  -- Current Rating: Ca

Class Description: $360,000,000 Class A-1 Floating Rate Senior
Secured Notes due 2047

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date:April 16, 2008
  -- Current Rating: C

Class Description: $65,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2047

  -- Prior Rating: Ca
  -- Prior Rating Date:April 16, 2008
  -- Current Rating: C

The transaction experienced, as reported by the Trustee on
April 3, 2008, an event of default caused by the Class A Principal
Coverage Ratio falling below 100%, as described in Section 5.1(h)
of the Indenture dated December 14, 2006.  This event of default
is still continuing. Tallships Funding, Ltd. is a hybrid
collateralized debt obligation backed primarily by a portfolio of
RMBS securities, CDO securities and synthetic securities in the
form of credit default swaps.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral Debt Securities
and the Notes.  In this regard the Trustee reports that a majority
of the Controlling Class directed the Trustee to commence the
process of the sale and liquidation of the Collateral in
accordance with Section 5.5(a)(ii) of the Indenture.

The rating action taken reflects the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.

                       
TAMARACK RESORTS: Court to Rule on Case Dismissal Bid in Two Weeks
------------------------------------------------------------------
Judge Terry Myers of the U.S. Bankruptcy Court for the District of
Idaho said Friday he'll decide within two weeks whether to dismiss
the bankruptcy cases of two real estate companies that own a
majority of troubled Tamarack Resort LLC, a move that could help
clear the way for investment bank Credit Suisse to gain control of
the resort, the Associated Press reports.

Attorneys for Jean-Pierre Boespflug, Tamarack's chief executive
officer who owns 50.6% of the resort, and Alfredo Miguel Afif, its
chairman who owns 26%; and for Credit Suisse participated in a
three-hour court hearing.

The report says Judge Myers would be rendered a decision by
October 16.

AP notes that Credit Suisse filed a lawsuit in March after Messrs.
Boespflug's and Miguel's companies didn't fulfill their agreement
to cover Tamarack's debt obligations when the resort defaulted on
a $260 million syndicated loan.  The bank now contends Mr.
Boespflug and Mr. Miguel inappropriately sought bankruptcy
protection for their companies to buy time for the resort to find
a new investor.

Friday's hearing came a day after AP reported Mr. Boespflug
planned to inject enough of his personal funding to open skiing in
December -- but wouldn't commit to keeping the resort 90 miles
north of Boise afloat until season's end without additional money
from new investors.

According to AP, construction on Tamarack's Village Plaza
centerpiece is at a standstill, with at least $56 million needed
to finish the project.  Bank of America and Sterling Bank plan
separate foreclosure auctions for the resort's conference center
and employee housing after Tamarack fell behind on payments.

In Friday's hearing, AP says, Credit Suisse argued that when Mr.
Boespflug's Cross Atlantic Real Estate LLC and Mr. Miguel's VPG
Investments filed for Chapter 11 bankruptcy protection Feb. 15,
they sought only to buy time.  They acted in bad faith by seeking
not to reorganize their own companies, but rather to buy time for
Tamarack to restructure and to keep the bank from replacing resort
management, Credit Suisse's lawyers said.

"It's crystal clear they filed the case to stop us from executing
on our state law rights," said Joel Samuels, an attorney for the
Zurich, Switzerland-based bank, according to the report.  "They
filed to use bankruptcy as a parking space."

AP says Justin May, Esq., Mr. Boespflug's lawyer, countered that
his client's continued personal financial commitment to Tamarack
after seeking bankruptcy protection was ample evidence that he was
sincere about protecting not only his own stake, but also the
value of Tamarack Resort.

Mr. Boespflug has made $11 million in loans to the resort since
April, with a 15% return to be paid to him upon a successful
refinancing, AP notes.

In a separate foreclosure lawsuit filed by Credit Suisse against
Tamarack in Idaho's 4th District Court, the bank in late September
submitted a plan for a $10 million loan to a proposed receiver
it's asking the court to appoint to assume resort management,
according to court documents obtained by AP.

According to the documents, the $10 million would fund a 90-day
budget, including winterization of the Village Plaza and the cost
of starting up the ski hill.  A new hearing on the proposed
receivership, which a judge denied once in July, is planned for
Oct. 15 in Cascade, Idaho.

                       About Cross Atlantic

Tamarack, Idaho-based Cross Atlantic Real Estate LLC owns a 50.6%
interest in Tamarack Resorts LLC.  Cross Atlantic 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.  The Debtor disclosed $44,190,000 in
total assets of $44,190,000 and zero debts when it filed for
bankruptcy.  Cross Atlantic is owned by Jean-Pierre Boespflug, a
native of Nice, France.

                      About VPG Investments

Beverly Hills, California-based VPG Investments Inc. owns 26% of
Tamarack Resorts LLC.  The Debtor 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.  
The Debtor listed assets of $29,214,653 and debts of $301,407,518
when it filed for bankruptcy.   Alfredo Miguel Afif, a Mexican
businessman, owns VPG 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.


TERWIN MORTGAGE: Moody's Reviews 'Ba2' Rating on Class B-1 Trust
----------------------------------------------------------------
Moody's Investors Service has placed on review ratings of five
tranches issued by Terwin Mortgage Trust 2007-QHL1.  The
collateral backing this transaction consists primarily of first
lien adjustable-rate and fixed-rate "hard money" mortgage loans.

The actions are part of an ongoing, wider review of all RMBS
transactions, in light of the deteriorating housing market and
rising delinquencies and foreclosures.  Many "scratch and dent"
pools, including "hard money" pools, originated since 2004 are
exhibiting higher than expected rates of delinquency, foreclosure,
and REO.  The rating adjustments will vary based on level of
credit enhancement, collateral characteristics, pool-specific
historical performance, quarter of origination, and other
qualitative factors.

Complete rating actions are:

Issuer: Terwin Mortgage Trust 2007-QHL1

  -- Cl. M-4, Current rating A2, on review for possible downgrade
  -- Cl. M-5, Current rating Baa1, on review for possible
     downgrade

  -- Cl. M-6, Current rating Baa2, on review for possible
     downgrade

  -- Cl. M-7, Current rating Baa3, on review for possible
     downgrade

  -- Cl. B-1, Current rating Ba2, on review for possible downgrade


TEEVEE TOONS: Court Threatens To Appoint Trustee or Convert Case
----------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Bankruptcy
Court for the Southern District New York ordered TeeVee Toons,
Inc., and its creditors to appear in a hearing scheduled Oct. 14,
2008, to explain why a Chapter 11 trustee shouldn't be appointed
or the case converted to a Chapter 7 liquidation.

The Court, according to the report, recited how the Debtor isn't
operating, has "no source of funds and no prospects of obtaining
funding," and lacks the "means for funding even a liquidating
plan."

The Court, according to the report, also noted how the Debtor
fought efforts by the Official Committee of Unsecured Creditors to
sue the principal and hasn't cooperated in putting two affiliates
into bankruptcy.

                        About TEEVEE Toons

Headquartered in New York City, TEEVEE Toons Inc. dba T.V.T.
Records -- http://www.tvtrecords.com/-- is an American
record           
label.  The Debtor filed for Chapter 11 petition on Feb. 19, 2008
(Bankr. S.D.N.Y. Case No.: 08-10562).  The Official Committee of
Unsecured Creditors has selected Sonnenschein Nath & Rosenthal LLP
as its counsel.   Alec P. Ostrow, Esq. and Constantine Pourakis,
Esq, at Stevens & Lee, P.C. represent the Debtor in its
restructuring efforts.  The U.S. Trustee for Region 2 appointed
five creditors to serve on an Official Committee of Unsecured
Creditors.  Sonnenschein Nath & Rosenthal LLP is counsel to the
Committee.  When the Debtor filed for protection from its
creditors, it listed estimated assets between $10 million and
$50 million and debts between $10 million and $50 million.


THORNBURG MORTGAGE: Extends Exchange Offer Deadline to October 31
-----------------------------------------------------------------
Thornburg Mortgage, Inc. disclosed in a Securities and Exchange
Commission filing that it is amending its Exchange Offer and
Consent Solicitation because the conditions were not satisfied
prior to 5:00 p.m., New York City time, on Sept. 30, 2008, the
expiration of the Exchange Offer.

As described, unless a satisfactory agreement was reached with the
reverse repurchase agreement counterparties that are party to the
Override Agreement dated as of March 17, 2008, as amended, the
conditions that the Exchange Offer complies with applicable law as
of the expiration of the Exchange Offer could not be satisfied due
to certain requirements of Maryland law. The company has been
unable resolve these issues in order to consummate the Exchange
Offer.

The company is amending its Exchange Offer for all outstanding
shares of its:

   -- 8.00% Series C Cumulative Redeemable Preferred Stock

   -- Series D Adjusting Rate Cumulative Redeemable Preferred
      Stock;

   -- 7.50% Series E Cumulative Convertible Redeemable Preferred
      Stock; and

   -- 10% Series F Cumulative Convertible Redeemable Preferred
      Stock

to (a) eliminate the $5.00 in cash consideration previously
offered for each share of Preferred Stock and (b) change the
number of shares of common stock of the company offered for each
share of Preferred Stock to three shares after giving effect to
the one-for-ten reverse stock split effective on September 26,
2008. No cash or other consideration will be delivered to
tendering holders other than the three  shares (after giving
effect to the reverse stock split) of common stock for each share
of Preferred Stock tendered.

The company intends to apply to the NYSE for a financial viability
exemption from the shareholder approval requirements of the NYSE
with respect to the additional shares of common stock to be issued
in the Exchange Offer.

The company is extending the expiration of the Exchange Offer from
5:00 p.m., New York City time, on Sept. 30, 2008 to 5:00 p.m., New
York City time, on Oct. 31, 2008, unless further extended or
terminated by the company.

On Sept. 30, 2008, holders of Preferred Stock had tendered
approximately

   -- 93.6% (6,110,575 shares) of the Series C Preferred Stock;

   -- 94.6% (3,785,079 shares) of the Series D Preferred Stock;
   -- 94.9% (2,999,844 shares) of the Series E Preferred Stock;
      and

   -- 98.3% (29,818,589 shares) of the Series F Preferred Stock.

Holders who wish to tender their shares of Preferred Stock must
deliver, or cause to be delivered, their shares and other required
documents to the exchange agent before the expiration date.

                  About Thornburg Mortgage Inc.

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a
single-family                  
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Moody's Investors Service affirmed Ca and C senior debt and
preferred stock ratings, respectively of Thornburg Mortgage, Inc.
Thornburg's Ca debt rating remains under review for possible
downgrade.

As reported in the Troubled Company Reporter on Oct. 3, 2008,
Standard & Poor's Ratings Services said that its rating on
Thornburg Mortgage Inc. will remain at 'SD' until the company's
preferred exchange offer is finalized.  S&P will then evaluate the
viability of Thornburg's business model and its future financial
prospects.  S&P believes that if the tender offer is unsuccessful,
funding costs will be too high relative to the company's earnings
generation capacity.


THORNBURG MORTGAGE: Inks Supplemental Indenture with Guarantors
---------------------------------------------------------------
Thornburg Mortgage, Inc. disclosed in a Securities and Exchange
Commission filing that on Sept. 30, 2008, it entered into the
First Supplemental Indenture with its subsidiary note guarantors,
and Wilmington Trust Company, as trustee, relating to the
Indenture, dated as of March 31, 2008, governing the Company's
Senior Subordinated Secured Notes due 2015.

The Supplemental Indenture provides that the interest payment due
on Sept. 30, 2008 in respect of the Senior Subordinated Notes
beneficially owned by the holders who provided PIK Consents shall
be paid in additional Senior Subordinated Notes in principal
amount equal to the cash interest payable. Holders representing
approximately 98.5% of the aggregate principal amount of the
outstanding Senior Subordinated Notes provided their consent to
receive the Sept. 30, 2008 interest payment in additional Senior
Subordinated Notes in lieu of cash.  As a result, additional
Senior Subordinated Notes with an aggregate principal amount of
approximately $101,989,620 were issued on Sept. 30, 2008.

As consideration for their consent, consenting Holders received a
consent fee, at their election, of either:

   -- 6.5125 shares (after giving effect to the one-for-ten
      reverse split of the Company's common stock effective
      Sept. 26, 2008) of its common stock in respect of each
      $1,000 principal amount of the Senior Subordinated Notes; or

   -- additional Senior Subordinated Notes with an aggregate  
      principal amount equal to the market value of the total
      number of Consent Shares on the date of issuance to which
      such holders otherwise would have been entitled.

Approximately 60% of the consenting Holders elected to receive
Consent Notes in the aggregate principal amount of $13,540,945,
and approximately 40% of the consenting Holders elected to receive
2,950,613 Consent Shares in the aggregate.  The Consent Shares and
Consent Notes were issued on Oct. 1, 2008.  In connection with the
PIK Consent, the Company has also agreed to use its reasonable
best efforts to register the Consent Shares for resale by
Oct. 10, 2008.

Also, on Sept. 30, 2008, the Company received the consent of a
majority of the participants, in the Company's Principal
Participation Agreement, dated March 31, 2008, to:

   -- extend the deadline by which the Company must successfully
      complete the tender offer for all of its preferred stock
      pursuant to the terms of the March 31, 2008 financing
      transaction to Dec. 31, 2008;

   -- eliminate the $5.00 in cash consideration previously offered
      for each share of preferred stock; and

   -- change the number of shares of common stock of the Company
      offered for each share of preferred stock to three shares

The PIK Notes and the Consent Notes constitute a single series
with the Senior Subordinated Notes currently outstanding and have
the same terms as such other Senior Subordinated Notes but will
bear a different CUSIP than such other Senior Subordinated Notes.

                  About Thornburg Mortgage Inc.

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a
single-family                  
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Moody's Investors Service affirmed Ca and C senior debt and
preferred stock ratings, respectively of Thornburg Mortgage, Inc.
Thornburg's Ca debt rating remains under review for possible
downgrade.

As reported in the Troubled Company Reporter on Oct. 3, 2008,
Standard & Poor's Ratings Services said that its rating on
Thornburg Mortgage Inc. will remain at 'SD' until the company's
preferred exchange offer is finalized.  S&P will then evaluate the
viability of Thornburg's business model and its future financial
prospects.  S&P believes that if the tender offer is unsuccessful,
funding costs will be too high relative to the company's earnings
generation capacity.


THORNBURG MORTGAGE: Moody's Reviews Ratings on 54 Tranches
----------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade 54 tranches from 7 Jumbo transactions issued by
Thornburg Mortgage Securities Trust in 2006 and 2007.  The
collateral backing these transactions consists primarily of first-
lien, fixed and adjustable-rate, prime mortgage loans.  These
reviews are triggered by higher than anticipated rates of
delinquency, foreclosure, and REO in the underlying collateral
relative to currently available credit enhancement levels.  The
actions are a result of Moody's revised expected losses on the
Jumbo sector announced on September 18, 2008, and are part of an
on-going review process.

Moody's final rating actions in coming months will vary based on
current ratings, level of credit enhancement, pool-specific
historical performance, quarter of origination, collateral
characteristics and other qualitative factors.  For deals where
the weakest senior Aaa tranche was identified as needing to go
under review, Moody's has placed on review for possible downgrade
all senior Aaa tranches.  Moody's analysis during the review
period will take into account credit enhancement provided by
seniority, time tranching, and other structural features within
the Aaa waterfalls.

Complete rating actions are:

Issuer: Thornburg Mortgage Securities Trust 2006-1

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-X, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Thornburg Mortgage Trust 2006-2

  -- Cl. A-1-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-1-B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-1-C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2-A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2-B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2-C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-X-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-X-2, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Thornburg Mortgage Securities Trust 2006-3

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-X, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B-2, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. B-3, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. B-4, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. B-5, Placed on Review for Possible Downgrade, currently
     B2

Issuer: Thornburg Mortgage Securities Trust 2006-5

  -- Cl. B-2, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. B-3, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. B-4, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. B-5, Placed on Review for Possible Downgrade, currently
     B2

Issuer: Thornburg Mortgage Securities Trust 2007-1

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2C, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3A, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3B, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-X, Placed on Review for Possible Downgrade, currently
     Aa1

Issuer: Thornburg Mortgage Securities Trust 2007-3

  -- Cl. 1A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 4A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-X, Placed on Review for Possible Downgrade, currently
     Aa1

Issuer: Thornburg Mortgage Securities Trust 2007-4

  -- Cl. 1A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 1A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 2A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. 3A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. B-1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B-2, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. B-3, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. B-4, Placed on Review for Possible Downgrade, currently
     Ba2

  -- Cl. B-5, Placed on Review for Possible Downgrade, currently
     B2


THREE STROKES: Case Summary & Six Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Three Strokes Limited Partnership
        10440 N. Central Expressway, LB 400
        Dallas, TX 75231

Bankruptcy Case No.: 08-35189

Chapter 11 Petition Date: October 7, 2008

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Rakhee V. Patel, Esq.
                  rpatel@pronskepatel.com
                  Pronske & Patel, P.C.
                  1700 Pacific Avenue, Suite 2260
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509

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/txnb08-35189.pdf


TLC VISION: LASIK Decline Cues Moody's Rating Cut to B3 from B2
---------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of TLC Vision Corporation to B3 from B2 following its recent
announcement that industry wide LASIK procedure volumes declined
in the third quarter.  Concurrently, Moody's lowered the
probability of default rating to Caa1 from B3 and the ratings on
the senior secured credit facilities to B2 from B1.  The outlook
remains negative.

The ratings downgrade reflects what Moody's believes will be a
protracted and accelerated deterioration of demand for refractive
procedures across the industry due to reduced consumer
discretionary spending in response to a weakened North American
economic outlook.  In addition, Moody's anticipates that TLCV's
leverage will remain elevated in the near term and that liquidity
will continue to be tight, particularly as the covenants in the
company's senior secured credit facility tighten, as a result of
these market conditions.  While Moody's recognizes the diversity
offered by TLCV's non-refractive businesses, the company remains
highly reliant on its refractive businesses which are facing a
weak operating environment, a reduction in procedure volumes and
revenues and deteriorating margins.

The negative ratings outlook continues to reflect, the company's
weak liquidity profile, the challenging end-market conditions
created by the reduction in consumer discretionary spending and a
capital structure that is characterized by high financial
leverage.  Further, negative actions could occur if TLCV begins
generating negative free cash flow, leverage continues to increase
and/or the company losses access to its revolving credit facility.

Moody's added that further ratings pressure will likely remain
until procedure volumes stabilize.  The stabilization of procedure
volumes by the company coupled with improved margin performance
and a meaningful reduction in leverage would likley alleviate
ratings pressure.

These ratings were downgraded:

  -- Corporate Family Rating to B3 from B2;
  -- Probability of Default Rating to Caa1 from B3;
  -- Senior Secured Revolver to B2 (LGD2/27%) from B1 (LGD2/27%);
     and

  -- Senior Secured Term Loan to B2 (LGD2/27%) from B1 (LGD2/27).

This rating was affirmed:

  -- SGL-4 Speculative Grade Liquidity Rating;

The previous rating action for TLCV was the August 6, 2008
downgrade to B2 from B1 and change in outlook to negative from
stable.

Headquartered in Mississauga, Ontario, Canada, TLC Vision
Corporation is a diversified eye care services company with a
majority of the company's revenues generated from laser refractive
surgery, which involves an excimer laser to treat common
refractive vision disorders such as myopia, hyperopia and
astigmatism.  For the 12 months ended June 30, 2008, the company
generated approximately $299 million in revenues.


TOUSA INC: Court Urges Creditors to Work For Consensual Plan
------------------------------------------------------------------
The Hon. John K. Olson of the U.S. Bankruptcy Court for the
Southern District of Florida has expressed concerns about the
present condition of the economy and financial markets with
respect to Tousa, Inc.'s reorganization, Bloomberg News reports.

At a hearing October 2, 2008, Judge Olson pointed out to parties-
in-interest to consider the impact of expensive litigation costs
and availability of estate funds for professional fees, Bloomberg
relates.  

The Court further noted that its unclear when the credit markets
will improve to enable Tousa to start rehabilitating its
business.  "I suspect it's unclear to most of you who are here,
when the credit markets will thaw sufficiently to enable the
debtors' homebuilding enterprise to operate at anything
approaching normal," Bloomberg quoted Judge Olson as saying.

"If there are any parties participating in the negotiations of a
plan who may be holding out more in the face of the falling real
estate values, I would urge them, and I urge all of you, to
reconsider," Judge Olson told parties-in-interest and lawyers who
attended the Oct. 2 hearing, according to Bloomberg.   

Bill Rochelle at Bloomberg News says Judge Olson may be directing
his call for reconsideration to parties of a complaint commenced
by the Official Committee of Unsecured Creditors against certain
lenders of Tousa, including Citicorp, North America, Inc., and
Wells Fargo Bank.  The Committee seeks to recover certain
fraudulent transfers made to the lenders, aggregating $800
million.  The Complaint is currently pending before the
Bankruptcy Court.

                         About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No. 08-10928).
The Debtors have selected M. Natasha Labovitz, Esq., Brian S.
Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta, Esq., at
Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger
Singerman, to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' independent auditor and tax services
provider.  Kurtzman Carson Consultants LLC acts as the Debtors'
Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008,
(Bankr. S.D. Fla. Case No.: 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

TOUSA's Exclusive Plan Filing Period expires Oct. 25, 2008.  
(TOUSA Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                       
TOWERS OF CORAL: Has Ties to 2007 Fraud Convictions of Paul Fraynd
------------------------------------------------------------------
Towers of Coral Springs, Ltd., which filed for Chapter 11
bankruptcy protection on Oct. 1, is led by Marcos and Paul Fraynd,
who pleaded guilty last year to charges connected with a fraud
scheme at Aries Insurance Co., the South Florida Business Journal
says.

According to the report, the bankruptcy filing was signed by
treasurer Paul Fraynd.  The partnership members are listed as
Towers of Coral Springs, which lists Marcos and Paul Fraynd as
officers.

Citing a Florida State press release from 2007, the report says
that Paul Fraynd pleaded guilty to first-degree grand theft.  His
family members, Marcos and Saul Fraynd, both pleaded guilty to
filing a false statement, a third-degree felony.

The Business Journal adds that the state attorney general's office
said the Fraynds were ordered to pay $5.5 million in restitution
to victims of the Aries Insurance fraud.

Towers of Coral Springs, Ltd. owns a office building in Coral
Springs, Florida.  The company filed for Chapter 11 relief on
Oct. 1, 2008 (Bankr. S.D. Fla. Case no. 08-24557).  Brian S.
Behar, Esq, at Behar, Gutt & Glazer, P.A. represents 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
$1 million to $10 million.


TRONOX INC: Jonathan Gallenn Discloses 10.9% Stake
--------------------------------------------------
Jonathan Gallenn, in his capacity as the investment manager for
Ahab Opportunities L.P. and Ahab Opportunities, Ltd., disclosed in
a Securities and Exchange Commission filing that he may be deemed
to beneficially own 2,500,900 shares of Tronox Incorporated's
common stock, representing 10.9% of the 22,889,431  shares of
Class B common stock, par value $0.01 per share, outstanding as of
July 31, 2008.

                             About Tronox

Headquartered in Oklahoma City, Tronox Incorporated (NYSE:TRX) --
http://www.tronox.com/-- is a producer and marketer of titanium   
dioxide pigment.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products. The company's five pigment plants, which are
located in the United States, Australia, Germany and the
Netherlands, supply performance products to approximately 1,100
customers in 100 countries. In addition, Tronox produces
electrolytic products, including sodium chlorate, electrolytic
manganese dioxide, boron trichloride, elemental boron and lithium
manganese oxide.

As reported by the Troubled Company Reporter on August 27, 2008,
Tronox said in a regulatory filing that it is evaluating all
strategic options for the company, including mitigation of
environmental liabilities and capital restructuring.  Tronox
said it has experienced significant losses for the year ended
December 31, 2007, and the six months ended June 30, 2008, and has
generated negative cash flows from operations in the current year.  
Tronox said that if it continues to experience negative impacts on
its operations, it may need to seek relief under Chapter 11 of the
United States Bankruptcy Code to allow the company to, among other
things, restructure its capital structure and reorganize its
business, including its environmental legacy issues.

The company has $1.7 billion in total assets, including $703.5
million in current assets, as at June 30.  The company has $937.8
million in current debts and $336.9 million in total noncurrent
debts.

Tronox has retained the investment banking firm Rothschild Inc. to
further assist the company in evaluating strategic options for the
business.

On May 22, 2008, the company announced an involuntary work force
reduction program as part of its ongoing efforts to reduce costs.
As a result of the program, the company's U.S. work force was
reduced by 31 employees. An additional 38 positions that were
vacant prior to the work force reduction will not be filled. There
were no costs associated with the elimination of vacant positions.
The program was substantially completed as of June 30, 2008.

On Aug. 28, 2008, the Company was notified by the New York Stock
Exchange that it is not in compliance with the NYSE's continued
listing standard regarding the average closing price of its Class
B Common Stock.  The Company said it has not decided on what
action, if any, it will take with respect to its failure to
satisfy NYSE listing standards.  If the Company fails to cure its
listing deficiencies, the NYSE will commence suspension and
delisting procedures.

The TCR said on Sept. 18 that Tronox has been sued by the U.S.
Government to recover costs related to hazardous substances at or
from the Federal Creosoting Superfund site located in the borough
of Manville, Somerset County, New Jersey.  According to the
complaint, as of June 15, 2008, the government has incurred at
least $280 million in unreimbursed response costs related to the
cleanup.

Moody's Investors Service has downgraded affiliate Tronox
Worldwide LLC's Corporate Family Rating to Caa3 from Caa2, and the
Probability of Default Rating was lowered to Ca from Caa3.  In
addition, Moody's has downgraded the company's secured revolver
and term loan to B2 from B1 and its unsecured notes to Ca from
Caa3.  Standard & Poor's Ratings Services has lowered its ratings
on Tronox, including its corporate credit rating to 'CCC-' from
'CCC+'.


TRW AUTOMOTIVE: Guidance Withdrawal Cues Moody's Rating Review
--------------------------------------------------------------
Moody's Investors Service has placed the Ba2 Corporate Family
Rating of TRW Automotive, Inc. under review for possible
downgrade.  The action follows the company's announcement that it
is withdrawing guidance for fiscal year 2008 provided on July 31,
2008.  

In addition, the Company now expects a net loss for its 2008 third
quarter on lower than anticipated sales, significantly higher
restructuring expenses and increased commodity costs.  TRW plans
to provide revised guidance for fiscal year 2008 when the company
announces its third quarter financial results on October 30, 2008.  
The company's Speculative Grade Liquidity rating of SGL-1 is
unchanged.

Moody's review is focusing on the degree to which TRW will be able
to adjust its operating structure to contend with the severe
downturn in North American automotive markets and the increasing
likelihood of weaker demand in Europe.  These more challenging
conditions could result in further pressure on the company's
credit metrics.  In January 2008, TRW's outlook was changed to
negative reflecting concern that weakening economic trends in
North America and Europe could challenge TRW to sustain financial
metrics consistent with its current Ba2 rating.  

While the company's first-half 2008 performance compared favorably
with the first-half 2007 period, the company's second half
performance will reflect the negative impact of lower production
and product mix changes in both North American and Europe, along
with increased commodity costs.  These pressures are expected to
continue into 2009.  Moody's expects TRW's safety product focus,
and its strong geographic, customer and product diversification to
continue to help mitigate industry pressures.

However, interest expense savings resulting from the company's
debt refinancing in 2007 are expected to be somewhat offset by
industry pressures on operating performance in the second half of
2008 and into 2009.

TRW's liquidity rating of SGL-1 encompasses the company's cash and
cash equivalent balances at June 27, 2008 of $453 million and
approximately $1 billion of availability under its $1.4 billion
revolving credit facilities.  At June 27, 2008 TRW maintained
ample covenant cushion under its bank credit facilities.  The
current operating challenges may weaken TRW's credit metrics.

However, Moody's expects that the company will remain well in
compliance with the borrowing agreement's financial covenants over
the near-term.  Alternative liquidity arrangements will continue
to be limited by the current bank liens over substantially all of
the company's assets.  Moody's review will also assess the impact
of the current industry environment on TRW's ability to generate
positive free cash flow over the next 12 months and any potential
stress on the SGL-1 rating.

These ratings are under review:

  -- Ba2 Corporate Family rating;
  -- Ba2 Probability of Default rating;
  -- Baa3 (LGD2, 17%) rating for the $1.4 billion combined senior
     secured domestic and global revolving credit facilities;

  -- Baa3 (LGD2, 17%) rating for the $600 million senior secured
     term  loan A;

  -- Baa3 (LGD2, 17%) rating for the $500 million senior secured
     term loan B;

  -- Ba3 (LGD5, 72%) for the $500 million senior unsecured notes
     due 2014;

  -- Ba3 (LGD5, 72%) for the Euro 275 million senior unsecured
     notes due 2014;

  -- Ba3 (LGD5, 72%) for the $600 million senior unsecured notes
     due 2017;

The last rating action was on January 23, 2008 when ratings were
affirmed and the outlook changed to negative.

TRW Automotive, Inc., headquartered in Livonia, Michigan, is among
the world's largest and most diversified suppliers of automotive
systems, modules, and components to global vehicle manufacturers
and related aftermarket.  The company has three operating
segments; Chassis Systems, Occupant Safety Systems, and Automotive
Components.  Its primary business lines encompass the design,
manufacture and sale of active and passive safety related
products.  Revenues in 2007 were approximately $14.7 billion.


VAIL RESORTS: Moody's Lifts CF and PD Ratings to 'Ba2' from 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service upgraded Vail Resorts' corporate family
rating and probability of default rating to Ba2 from Ba3 and the
rating on the senior subordinated notes to Ba3 from B1.  The
rating outlook is stable.  

The upgrade considers the improvement of Vail's financial profile
over recent years.  It also reflects Moody's expectation that
going forward the company's leverage and cash flow to debt metrics
will remain commensurate with the Ba2 rating category, even though
some deterioration from the strong level reached at the end of
fiscal year 2008 is likely in the near term, considering the
challenging economic conditions.

The rating action further assumes that the company's financial
policy will be conservative with regards to capital spending,
acquisitions and share repurchases.

Total adjusted debt/EBITDA of 2.6 times and retained cash flow/net
adjusted debt of 72.9% as of July 31, 2008, were above average
metrics for the Ba2 rating category.  While the company's
financial metrics could deteriorate in the current fiscal year, as
weak economic conditions are likely to affect domestic and
international skier visits, lift ticket sales and lodging
bookings, and the real estate segment is expected to be less cash
flow generative, Moody's anticipates that Vail's financial profile
will remain robust.

In the intermediate term, the rating agency expects total adjusted
debt/EBITDA and retained cash flow/net adjusted debt to remain
below 3.5 times and above 25%, respectively, counterbalancing
several business risk factors including the company's earnings
concentration, exposure to weather and macro-economic conditions,
seasonality and cash flow lumpiness linked to its real estate
activity.

Additionally, Moody's expects Vail's liquidity to remain good,
based on its large cash balance, good availability under its
$400 million revolver and ample room under its financial
covenants.

The rating outlook is stable; Moody's recognizes that Vail enjoys
some financial flexibility with regards to its resort and real
estate expenditures.  Should EBITDA decline more sharply than
expected or should the company pursue share buy-backs or
acquisitions, the rating agency would expect capital spending to
reduce in order to maintain adequate financial metrics for the Ba2
rating category.

Moody's changed Vail's rating outlook to positive from stable on
December 21, 2006.

These ratings have been upgraded:

  -- Corporate family rating to Ba2 from Ba3
  -- Probability of default rating to Ba2 from Ba3
  -- Senior subordinated notes rating to Ba3 from B1 (LGD
     assessment revised to LGD5/74% from LGD5/75%).

Vail is a publicly-traded holding company that owns and operates
through its subsidiaries five world-class ski resort properties in
the Colorado Rocky Mountains and the Lake Tahoe area of
California/Nevada, as well as ancillary businesses, primarily
including ski school, dining and retail/rental operations.  The
company also owns or manages 20 lodging properties, and develops
real estate in and around the resort communities.  Net revenues
for the fiscal year ending July 31, 2008 were approximately $1.2
billion.


VERSO TECH: $9.8MM Sale of 4 Businesses Raises $1.4MM In Cash
-------------------------------------------------------------
According to Bill Rochelle of Bloomberg News, Verso Technologies
Inc., and its debtor-affiliates reported that $9.8 million
generated from selling four businesses produced $1.4 million in
available cash after paying $7.7 million owing to the first-lien
secured creditor.

According to Troubled Company Reporter, an initial bidder Telemate
Holdings, LLC, is willing to pay $1.92 million for the networking
and security business of the Debtors and Telemate.Net Software,
Inc., subject higher and better offers at an auction Oct. 14,
2008.

                    About Verso Technologies

Headquartered in Atlanta, Georgia, Verso Technologies Inc.
(OTC:VRSOQ) -- http://www.verso.com/--  provides       
telecommunications service in the United States.  The company and
its affiliates manufacture, deliver, and provide support for
hardware, software and service solutions primarily to large
wireline, cellular, wireless and satellite carriers.  

The company and four of its affiliates filed for Chapter 11
protection on April 25, 2008 (Bankr. N.D. Ga Lead Case No.
08-67659).  J. Robert Williamson, Esq., at Scroggins and
Williamson, James R. Sacca, Esq., and John D. Elrod, Esq., at
Greenberg Traurig, LLP represent the Debtors as counsel.  The
Debtors selected Logan and Company Inc. as their claims agent.  

Darryl S. Laddin, Esq., and Stephen M. Dorvee, Esq., at Arnall
Golden Gregory LLP represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed total assets of $34,263,000 and total debts
of $36,657,000.


VPG INVESTMENTS: Judge to Rule on Bankruptcy in Two Weeks
---------------------------------------------------------
Judge Terry Myers of the U.S. Bankruptcy Court for the District of
Idaho said Friday he'll decide within two weeks whether to dismiss
the bankruptcy cases of two real estate companies that own a
majority of troubled Tamarack Resort LLC, a move that could help
clear the way for investment bank Credit Suisse to gain control of
the resort, the Associated Press reports.

Attorneys for Jean-Pierre Boespflug, Tamarack's chief executive
officer who owns 50.6% of the resort, and Alfredo Miguel Afif, its
chairman who owns 26%; and for Credit Suisse participated in a
three-hour court hearing.

The report says Judge Myers would be rendered a decision by
October 16.

AP notes that Credit Suisse filed a lawsuit in March after Messrs.
Boespflug's and Miguel's companies didn't fulfill their agreement
to cover Tamarack's debt obligations when the resort defaulted on
a $260 million syndicated loan.  The bank now contends Mr.
Boespflug and Mr. Miguel inappropriately sought bankruptcy
protection for their companies to buy time for the resort to find
a new investor.

Friday's hearing came a day after AP reported Mr. Boespflug
planned to inject enough of his personal funding to open skiing in
December -- but wouldn't commit to keeping the resort 90 miles
north of Boise afloat until season's end without additional money
from new investors.

According to AP, construction on Tamarack's Village Plaza
centerpiece is at a standstill, with at least $56 million needed
to finish the project.  Bank of America and Sterling Bank plan
separate foreclosure auctions for the resort's conference center
and employee housing after Tamarack fell behind on payments.

In Friday's hearing, AP says, Credit Suisse argued that when Mr.
Boespflug's Cross Atlantic Real Estate LLC and Mr. Miguel's VPG
Investments filed for Chapter 11 bankruptcy protection Feb. 15,
they sought only to buy time.  They acted in bad faith by seeking
not to reorganize their own companies, but rather to buy time for
Tamarack to restructure and to keep the bank from replacing resort
management, Credit Suisse's lawyers said.

"It's crystal clear they filed the case to stop us from executing
on our state law rights," said Joel Samuels, an attorney for the
Zurich, Switzerland-based bank, according to the report.  "They
filed to use bankruptcy as a parking space."

AP says Justin May, Esq., Mr. Boespflug's lawyer, countered that
his client's continued personal financial commitment to Tamarack
after seeking bankruptcy protection was ample evidence that he was
sincere about protecting not only his own stake, but also the
value of Tamarack Resort.

Mr. Boespflug has made $11 million in loans to the resort since
April, with a 15% return to be paid to him upon a successful
refinancing, AP notes.

In a separate foreclosure lawsuit filed by Credit Suisse against
Tamarack in Idaho's 4th District Court, the bank in late September
submitted a plan for a $10 million loan to a proposed receiver
it's asking the court to appoint to assume resort management,
according to court documents obtained by AP.

According to the documents, the $10 million would fund a 90-day
budget, including winterization of the Village Plaza and the cost
of starting up the ski hill.  A new hearing on the proposed
receivership, which a judge denied once in July, is planned for
Oct. 15 in Cascade, Idaho.

                      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.

                       About Cross Atlantic

Tamarack, Idaho-based Cross Atlantic Real Estate LLC owns a 50.6%
interest in Tamarack Resorts LLC.  Cross Atlantic 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.  The Debtor disclosed $44,190,000 in
total assets of $44,190,000 and zero debts when it filed for
bankruptcy.  Cross Atlantic is owned by Jean-Pierre Boespflug, a
native of Nice, France.

                      About VPG Investments

Beverly Hills, California-based VPG Investments Inc. owns 26% of
Tamarack Resorts LLC.  The Debtor 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.  
The Debtor listed assets of $29,214,653 and debts of $301,407,518
when it filed for bankruptcy.   Alfredo Miguel Afif, a Mexican
businessman, owns VPG Investments.


WACHOVIA CORP: Wells-Citigroup Standstill Extended Until Friday
---------------------------------------------------------------
Sara Lepro at The Associated Press reports that Wells Fargo & Co.
and Citigroup Inc. agreed on Wednesday to extend their litigation
standstill in the fight for Wachovia Corp. until 8:00 a.m. on
Friday to continue talks to resolve the dispute.

As reported in the Troubled Company Reporter on Oct. 8, 2008,
Wachovia agreed with Citigroup and Wells Fargo to a standstill of
all formal litigation activity until Oct. 8, 2008.  Citigroup had
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 for tortious interference with Citigroup's
contract with Wachovia.  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, but an appellate
court issued an order vacating Judge Ramos's order.  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.  

Wells Fargo may acquire Wachovia and sell parts to Citigroup, Ari
Levy and Bradley Keoun at Bloomberg News relate, citing a source
familiar with the matter.  The AP states that if a deal is
reached, Wells Fargo said it would take a $74 billion hit on
Wachovia's $498 billion loan portfolio and that it would incur the
majority of credit costs in the next two years.

Bloomberg states that U.S. District Judge Lewis Kaplan in
Manhattan postponed a hearing set for Oct. 8 on a lawsuit by
Wachovia seeking to have the deal with Wells Fargo declared valid.

Reuters relates that Judge Ramos's clerk said that the judge
postponed a Friday hearing to Oct. 14 on Citigroup's action to
stop Wachovia and Wells Fargo merging.  

                       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.


WASHINGTON MUTUAL: Section 341(a) Meeting Set for October 30
------------------------------------------------------------
Roberta DeAngelis, Acting United States Trustee for Region 3,
is set to convene a meeting of creditors of Washington Mutual,
Inc., and WMI Investment Corp., on October 30, 2008, 10:00 a.m.,
at J. Caleb Boggs Federal Building, Room 5209, 844 King Street,
in Wilmington, Delaware.

The meeting, which is required under Section 341(a) of the
Bankruptcy Code, offers the creditors a one-time opportunity to
examine the Debtors' representative under oath about their
financial affairs and operations that would be of interest to the
general body of creditors.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual   
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.


WAVE SYSTEMS: Selling 8% Convertible Stock to Raise Funds
---------------------------------------------------------
Wave Systems Corp. disclosed in a Securities and Exchange
Commission filing that it is selling to investors 48 shares of
8% Series I Convertible Preferred Stock at a price of $4,400 per
share, yielding gross proceeds in the amount of $211,200.  The net
proceeds of the financing will be used to fund Wave's ongoing
operations.

Each share of Series I Convertible Preferred Stock will be
convertible into 10,000 shares of Class A common stock -- at a
conversion rate of $0.44 per Class A Common share -- (i) upon the
election of the holder thereof at any time or (ii) automatically
on the date on which the average closing price per share of Wave
Class A common stock for the 15 consecutive trading day period
then ended equals or exceeds $1.10.  In aggregate, the Series I
Convertible Preferred Stock issued in the transaction is
convertible into 480,000 shares of Wave's Class A common stock.

Dividends will accrue at 8% per annum from the date of issuance,
payable every six months in either cash or in shares of Wave
common stock at a rate also equal to $0.44 per share of Wave Class
A common stock.  The Series I Convertible Preferred Stock has no
anti-dilution protection, other than proportionate adjustments for
stock splits and similar events.  Prior to conversion, the Series
I Convertible Preferred Stock has no voting rights other than
consent rights in respect of modifications to the terms of the
Series I Convertible Preferred Stock.

The securities being offered are being issued under a $25 million
shelf registration statement declared effective by the Securities
and Exchange Commission on June 23, 2008.  A prospectus supplement
related to the public offering will be filed with the Securities
and Exchange Commission.

                       About Wave Systems

Headquartered in Lee, Mass., Wave Systems Corp. (Nasdaq : WAVX)
-- http://www.wave.com/-- provides software to help solve    
critical enterprise PC security challenges such as strong
authentication, data protection, network access control and the
management of these enterprise functions.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 28, 2008,
KPMG LLP, in Boston, expressed substantial doubt about Wave
Systems Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm pointed to
the company's recurring losses from operations and accumulated
deficit.

The company's balance sheet as of June 30, 2008, showed
$2.16 million in total assets, $5.12 million in total current
liabilities, and $2.96 million in shareholders' deficit.  The
company had $335.1 million in accumulated deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $5.12 million in total current
assets available to pay $1.4 million in total current liabilities.


WELLS FARGO: Moody's Puts Ratings on 638 Tranches Under Review
--------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade 638 tranches from 38 Jumbo transactions issued by Wells
Fargo Mortgage Backed Securities in 2006 and 2007.

The collateral backing these transactions consists primarily of
first-lien, fixed and adjustable-rate, prime mortgage loans. These
reviews are triggered by higher than anticipated rates of
delinquency, foreclosure, and REO in the underlying collateral
relative to currently available credit enhancement levels.  The
actions are a result of Moody's revised expected losses on the
Jumbo sector announced on September 18, 2008 and are part of an
on-going review process.

Moody's final rating actions in coming months will vary based on
current ratings, level of credit enhancement, pool-specific
historical performance, quarter of origination, collateral
characteristics and other qualitative factors.  For deals where
the weakest senior Aaa tranche was identified as needing to go
under review, Moody's has placed on review for possible downgrade
all senior Aaa tranches.  Moody's analysis during the review
period will take into account credit enhancement provided by
seniority, time tranching, and other structural features within
the Aaa waterfalls.

Complete rating actions are:

Issuer: Wells Fargo Mortgage Backed Securities 2006-10 Trust

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-12, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-14, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-15, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-16, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-17, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-18, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-19, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-20, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-21, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-22, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-24, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-25, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-13, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-23, Placed on Review for Possible Downgrade, currently
     Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2006-11 Trust

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-10, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-11, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-12, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-13, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-14, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-16, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-18, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-19, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-20, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-17, Placed on Review for Possible Downgrade, currently

     Aa1
Issuer: Wells Fargo Mortgage Backed Securities 2006-12 Trust

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-10, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-11, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-12, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-13, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-14, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-15, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-16, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-17, Placed on Review for Possible Downgrade, currently
     Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2006-14 Trust

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-PO, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Wells Fargo Mortgage Backed Securities 2006-15 Trust

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-PO, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Wells Fargo Mortgage Backed Securities 2006-18 Trust

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-PO, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Wells Fargo Mortgage Backed Securities 2006-2 Trust

  -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-10, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-11, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-12, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-13, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-14, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-17, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. III-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. IV-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-16, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. II-A-7, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. III-A-2, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. IV-A-2, Placed on Review for Possible Downgrade,
     currently Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2006-20 Trust

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-PO, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Wells Fargo Mortgage Backed Securities 2006-3 Trust

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-10, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-11, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-12, Placed on Review for Possible Downgrade, currently
     Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2006-4 Trust

  -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-10, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-11, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-12, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-14, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-PO, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-PO, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-4, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. I-A-13, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. II-A-3, Placed on Review for Possible Downgrade,
     currently Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2006-6 Trust

  -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-10, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-11, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-12, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-13, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-14, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-15, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-16, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-17, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-19, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-20, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-21, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-22, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-18, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. I-A-9, Placed on Review for Possible Downgrade, currently
     Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2006-7 Trust

  -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-PO, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. III-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

Issuer: Wells Fargo Mortgage Backed Securities 2006-8 Trust

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-10, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-11, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-13, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-15, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-16, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-18, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-12, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-14, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-17, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-19, Placed on Review for Possible Downgrade, currently
     Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2006-9 Trust

  -- Cl. I-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-11, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-12, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-13, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-15, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-16, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-17, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-18, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-19, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-20, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-21, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-22, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-24, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-25, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-26, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-27, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-28, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-29, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-30, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-31, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-33, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-35, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. I-A-5, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. I-A-10, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. I-A-14, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. I-A-32, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. I-A-34, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. B-1, Placed on Review for Possible Downgrade, currently
     Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2006-AR1 Trust

  -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. II-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. B-1, Placed on Review for Possible Downgrade, currently
     Aa2

  -- Cl. B-2, Placed on Review for Possible Downgrade, currently
     A2

  -- Cl. B-3, Placed on Review for Possible Downgrade, currently
     Baa1

  -- Cl. B-4, Placed on Review for Possible Downgrade, currently
     Ba2

Issuer: Wells Fargo Mortgage Backed Securities 2006-AR12 Trust

  -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-2, Placed on Review for Possible Downgrade, currently
     Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2006-AR14 Trust

  -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-10, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. III-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. III-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-8, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. II-A-4, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. III-A-2, Placed on Review for Possible Downgrade,
     currently Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2006-AR16 Trust

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-IO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2006-AR18 Trust

  -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-IO, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-IO, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-2, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2006-AR19 Trust

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-IO, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Wells Fargo Mortgage Backed Securities 2006-AR5 Trust

  -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. II-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-2, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. B-1, Placed on Review for Possible Downgrade, currently
     Aa2

Issuer: Wells Fargo Mortgage Backed Securities 2006-AR6 Trust

  -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. II-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. III-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. III-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. IV-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. IV-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. V-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. V-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. VI-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. VI-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. VII-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. VII-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

Issuer: Wells Fargo Mortgage Backed Securities 2006-AR7 Trust

  -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. II-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-2, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. II-A-3, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. II-A-7, Placed on Review for Possible Downgrade,
     currently Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2006-AR8 Trust

  -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Wells Fargo Mortgage Backed Securities 2007-1 Trust

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-10, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-PO, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Wells Fargo Mortgage Backed Securities 2007-10 Trust

  -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-10, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-11, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-12, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-13, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-14, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-15, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-16, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-17, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-18, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-19, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-20, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-21, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-22, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-23, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-24, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-25, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-26, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-27, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-29, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-30, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-31, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-32, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-34, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-35, Placed on Review for Possible Downgrade,
     currently Aaa


  -- Cl. I-A-36, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-37, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-38, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-39, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-40, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-41, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-9, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-11, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-12, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-28, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. I-A-33, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. II-A-10, Placed on Review for Possible Downgrade,
     currently Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2007-11 Trust

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-10, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-11, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-12, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-13, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-14, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-15, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-16, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-17, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-18, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-19, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-20, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-21, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-22, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-23, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-24, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-25, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-26, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-27, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-28, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-29, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-30, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-31, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-32, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-33, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-34, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-35, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-36, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-37, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-38, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-39, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-40, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-41, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-42, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-43, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-44, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-45, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-46, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-47, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-48, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-49, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-50, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-51, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-52, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-53, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-54, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-55, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-56, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-57, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-58, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-59, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-60, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-61, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-62, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-63, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-64, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-71, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-72, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-73, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-74, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-75, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-76, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-77, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-78, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-79, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-80, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-81, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-82, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-83, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-84, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-85, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-86, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-87, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-88, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-89, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-90, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-91, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-92, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-93, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-94, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-96, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-98, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-99, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-65, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-66, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-67, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-68, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-69, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-70, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-95, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-97, Placed on Review for Possible Downgrade, currently
     Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2007-16 Trust

  -- Cl. II-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-PO, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-7, Placed on Review for Possible Downgrade,
     currently Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2007-2 Trust

  -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-10, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-11, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-12, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-13, Placed on Review for Possible Downgrade,

     currently Aaa
  -- Cl. I-A-14, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-15, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-16, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-17, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-18, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-19, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-20, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-21, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. I-A-22, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2007-3 Trust

  -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-5, Placed on Review for Possible Downgrade, currently
     Aaa


  -- Cl. I-A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-10, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-11, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-12, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-13, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-15, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-16, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-17, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-18, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-19, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-20, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-E, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-14, Placed on Review for Possible Downgrade,
     currently Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2007-4 Trust

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-10, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-11, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-13, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-14, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-15, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-16, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-17, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-18, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-19, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-20, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-21, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-12, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2007-6 Trust

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade, currently
     Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2007-7 Trust

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-10, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-11, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-12, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-13, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-14, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-15, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-16, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-17, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-18, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-19, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-20, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-21, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-22, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-23, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-24, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-25, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-26, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-27, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-28, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-29, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-30, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-31, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-32, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-33, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-34, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-35, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-36, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-38, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-39, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-40, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-42, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-43, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-44, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-49, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-50, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-51, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-37, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-41, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-45, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-46, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-47, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. A-48, Placed on Review for Possible Downgrade, currently
     Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2007-8 Trust

  -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-5, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-6, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-7, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-8, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-9, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-10, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-11, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-12, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-13, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-14, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-16, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-17, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-18, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-19, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-20, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-21, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-22, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-9, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-10, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-11, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-12, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-14, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-15, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-16, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-PO, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. I-A-15, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. I-A-23, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. II-A-3, Placed on Review for Possible Downgrade,
     currently Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2007-AR3 Trust

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade, currently
     Aa1

Issuer: Wells Fargo Mortgage Backed Securities 2007-AR7 Trust

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Wells Fargo Mortgage Backed Securities 2007-AR8 Trust

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

Issuer: Wells Fargo Mortgage Backed Securities 2007-AR9 Trust

  -- Cl. A-1, Placed on Review for Possible Downgrade, currently
     Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade, currently
     Aaa

These ratings actions/assessments changes have been taken:

  -- Corporate family rating, downgraded to B3 from B2;
  -- Probability of default rating, downgraded to B3 from B2;
  -- $2.1 billion Asset Based Revolver due 2012, downgraded to Ba3
     (LGD2, 19) from Ba2 (LGD2, 19%);

  -- $300 million Gtd. Sr. Sec. Revolver due 2013, affirmed at
     Ba3; LGD assessment changed to LGD2, 19% from LGD2, 24%;

  -- $1.0 billion Gtd. Sr. Sec. Term Loan B due 2012 affirmed at
     Baa1;

  -- $2.5 billion Sr. unsecured notes due 2014, downgraded to Caa1
     (LGD4, 64%) from B3 (LGD4, 64%);

  -- $1.3 billion Sr. subordinated PIK notes due 2015, downgraded
     to Caa2 (LGD6, 91%) from Caa1 (LGD6, 91%);

  -- Speculative grade liquidity rating, affirmed at SGL-2.

The downgrade to B3 reflects the company's anticipated free cash
flow generation relative to its high debt and financial leverage,
and a diminished intermediate term outlook for business
conditions.  The company did not meet delevering expectations that
were presumed by Moody's when it assigned its B2 rating.  
Furthermore, Moody's estimates that the company's debt to EBITDA
leverage for 2009 will exceed 7x.

The affirmation of the Baa1 rating on the company's $1.0 billion
term loan reflects the guarantee from The Home Depot, Inc.  The
affirmation of the $300 million revolving credit facility reflects
the high level of collateral coverage that is anticipated under a
default scenario.

Although only one third of the company's business is tied to the
residential market, the magnitude of the slowdown in new
residential construction has been unusually severe.  The slowdown
in the remodeling segment has also been more severe than past
slowdowns. Several of the company's non-residential businesses are
tied to municipalities that may experience budget pressure as
well.  As the company's free cash flow generation declines,
material deleveraging and debt reduction will remain evasive.

The ratings outlook is stable.  Though diminished, cash flow
generation is anticipated to be positive over the next 12 months
even as residential construction remains under pressure.  
Facilities maintenance expenditures for REITs and apartments, and
public waterworks, are expected to remain reasonably stable during
the downturn.

HD Supply, Inc. is one of the largest, most diversified wholesale
distributors in the U.S. and Canada of products and services in
the Infrastructure & Energy, Maintenance, Repair & Improvement and
Specialty Construction markets.  The company provides products and
services to professional customers such as contractors, home
builders, maintenance professionals, government entities, and
industrial businesses.  

HD Supply operates through approximately 900 locations located in
45 U.S. states and 9 Canadian provinces.  HD Supply, Inc. was
purchased by the Carlyle Group, Bain Capital, and Clayton,
Dubilier & Rice in August 2007 for $8.5 billion.  The Home Depot,
Inc. has retained a minority ownership interest in HD Supply, Inc.
Moody's previous rating action on HD Supply was on September 27,
2007 when a B2 CFR was assigned.


WM WRIGLEY: Moody's Cuts Debt Rating to 'Ba2' After Mars Deal
-------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured debt
rating of the Wm. Wrigley Jr. Company to Ba2 from A1, revised its
short-term rating to Not Prime from Prime-1, and assigned a stable
rating outlook following the company's completion of its merger
with Mars, Incorporated.  This concludes the ratings review that
began on April 28, 2008 following Wrigley's announcement of the
merger agreement valued at approximately $23 billion.

Wrigley's Ba2 ratings reflect the increased financial leverage
resulting from the incurrence of transaction related debt. The
ratings take into account Wrigley's overall modest scale as
compared to its packaged goods peers, its narrow product
portfolio, and an unfavorable shift in financial policy as it
relates to debtholders.  While credit metrics are weaker than
those typical of a Ba2 rated company, the ratings are supported by
Wrigley's strong business fundamentals including its global
geographic reach, leading market shares in core categories, and
high profit margins.

Ratings downgraded:

  -- Senior unsecured debt to Ba2 from A1 (LGD-4, 51%);
  -- Senior unsecured shelf to (P)Ba2 from (P)A1;
  -- Short term debt to Not Prime from Prime-1.

Ratings assigned:

  -- Corporate family rating at Ba2;
  -- Probability of default rating at Ba2.

Wm. Wrigley Jr. Company, based in Chicago, Illinois, is a leading
global confectionery products company and the largest manufacturer
of chewing gum in the world.  Wrigley's products are sold in over
180 countries.  Key brands include: Doublemint, Juicy Fruit,
Orbit, Extra, Airwaves, Eclipse, Altoids and Life Savers.  Net
revenues in fiscal 2007 totaled $5.4 billion.

Mars, Incorporated, headquartered in McLean, Virginia, is a family
owned leading producer of confectionery, food, and pet care
products. Mars operates in over 66 countries.  Key brands include
Dove, M&M's, and Snickers confectionery products, Uncle Ben's
rice, and Pedigree and Whiskas pet care products.  The company's
global sales are $22 billion annually.


WOODSIDE GROUP: U.S. Trustee Objects to Salaries
------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Trustee
filed an objection with the U.S. Bankruptcy Court for the Central
District California to the salaries of 19 officers and employees
of homebuilder Woodside Group, LLC, and its debtor-affiliates who
are scheduled to earn between $155,000 and $240,000 a year.

The Trustee also filed an objection with the Court to the salaries
of nine other lower-paid workers, according to the report.

Woodside Group LLC and its debtor-affiliates --
http://www.woodside-homes.com/-- are homebuilders.  The Debtor  
group, together with several other homebuilders, is continuing to
develop the Inspirada master-planned community in Henderson,
Nevada.

On March 31, 2008, Woodside AMR 107, Inc. and Woodside Portofino,
Inc. filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code.  On August 20, 2008, an Ad Hoc
Group of Noteholders commenced the filing of involuntary petitions
against the remaining 185 debtors.  On August 20, 2008, JPMorgan
Chase Bank, N.A., on behalf of the Bank Group, commenced the
filing of certain Joinders in the Involuntary Petition.  On
September 16, 2008, the Debtors filed a "Consolidated Answer to
Involuntary Petitions and Consent to Order for Relief" and the
Court entered the "Order for Relief Under Chapter 11."

The 187 Debtors are jointly administered under Case No. 08-20682.
The Bankruptcy Cases are currently pending before the Honorable
Peter Carroll in the United States Bankruptcy Court for the
Central District of California (Riverside).

Jeremy V. Richards, Esq., Linda F. Cantor, Esq., Debra I.
Grassgreen, Esq., and Maxim B. Litvak, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Los Angeles, California, represent the
Debtors.  Susy Li, Esq., and Michael A. Sherman, Esq., at Bingham
McCutchen LLP, in Los Angeles; and Michael J. Reilly, Esq.,
Jonathan B. Alter, Esq., and Mark W. Deveno, Esq., at Bingham
McCutchen in Hartford, Connecticut, act as counsel to the Ad Hoc
Group of Noteholders.  Donald L. Gaffney, Esq., at Snell & Wilmer
LLP, in Phoenix, Arizona; and Michael B. Reynolds, Esq., and Eric
S. Pezold, Esq., at Snell & Wilmer in Costa Mesa, California,
serve as counsel for JPMorgan Chase Bank, N.A., as Administrative
Agent to Participant Lenders.

During 2007, the Woodside Entities generated revenues exceeding
$1 billion on a consolidated basis. As of December 31, 2007, the
Woodside Entities had consolidated assets and liabilities of
approximately $1.5 billion and $1.1 billion, respectively.  As of
the September 16, 2008 petition date, the Debtors have
approximately $70 million in cash.  The Woodside Entities employ
approximately 494 employees.


YRC WORLDWIDE: Reaffirms Financial Forecast for Second Half 2008
----------------------------------------------------------------
YRC Worldwide, Inc., in a Securities and Exchange Commission
filing, reaffirmed that it expects to have positive free cash flow
in both the third and fourth quarters of 2008 with a significant
debt reduction for the year.  In addition, the company expects to
remain in full compliance with all terms of its credit agreement,
including the leverage ratio.

"With more than $9 billion in annual revenue and comprehensive
networks in the national and regional markets, we continue to
provide excellent service to our customers each and every day,"
stated Bill Zollars, Chairman, President and CEO of YRC Worldwide.
"Despite the continuing unrest in the broad financial markets, our
current financial position is solid and we remain well positioned
to weather this economic environment."

                        About YRC Worldwide

YRC Worldwide Inc. (Nasdaq: YRCW) -- http://www.yrcw.com/-- is
the holding company for a portfolio of successful brands
including Yellow Transportation, Roadway, Reimer Express, YRC
Logistics, New Penn, USF Holland, USF Reddaway, and USF Glen
Moore.  The enterprise provides global transportation services,
transportation management solutions and logistics management.
The portfolio of brands represents a comprehensive array of
services for the shipment of industrial, commercial and retail
goods domestically and internationally.  Headquartered in
Overland Park, Kansas, YRC Worldwide employs approximately
60,000 people.

The company has subsidiaries in Bermuda, the United Kingdom,
Netherlands, Singapore, Hong Kong and Mexico.

                            *     *     *

As reported in the Troubled Company Reporter on April 29, 2008,
Standard & Poor's Ratings Services affirmed its ratings on YRC
Worldwide Inc., including the 'BB' corporate credit rating, and
removed the ratings from CreditWatch, where they had been placed
with negative implications on Feb. 21, 2008.  The outlook is
negative.  The ratings had been placed on CreditWatch because of
heightened concerns over the company's refinancing risk,
earnings performance, and liquidity position over the next year,
given the slowing U.S. economy and continuing pressures in the
trucking sector.


YRC WORLDWIDE: Warns of Likely Impairment of Goodwill, Trade Names
------------------------------------------------------------------
YRC Worldwide Inc., disclosed in a Securities and Exchange
Commission filing that due to its current market capitalization of
YRC Worldwide Inc., and in light of current economic conditions,
the company's management believes that, as of Sept. 30, 2008, the
possibility of impairment exists in connection with goodwill and
trade names for the National Transportation segment, trade names
for the Regional Transportation segment and goodwill for the YRC
Logistics segment.

As a result of these indicators, the Company is testing these
assets.  Once the impairment tests are complete, the Company will
be able to conclude whether any impairment exists and to what
extent, if any, an impairment charge should be included in the
Company's third quarter 2008 financial results. Such impairment
charge, if any, would be non-cash in nature and excluded from the
leverage ratio calculation under the Company's credit facility and
asset-backed securitization facility.

                        About YRC Worldwide

YRC Worldwide Inc. (Nasdaq: YRCW) -- http://www.yrcw.com/-- is
the holding company for a portfolio of successful brands
including Yellow Transportation, Roadway, Reimer Express, YRC
Logistics, New Penn, USF Holland, USF Reddaway, and USF Glen
Moore.  The enterprise provides global transportation services,
transportation management solutions and logistics management.
The portfolio of brands represents a comprehensive array of
services for the shipment of industrial, commercial and retail
goods domestically and internationally.  Headquartered in
Overland Park, Kansas, YRC Worldwide employs approximately
60,000 people.

The company has subsidiaries in Bermuda, the United Kingdom,
Netherlands, Singapore, Hong Kong and Mexico.

                            *     *     *

As reported in the Troubled Company Reporter on April 29, 2008,
Standard & Poor's Ratings Services affirmed its ratings on YRC
Worldwide Inc., including the 'BB' corporate credit rating, and
removed the ratings from CreditWatch, where they had been placed
with negative implications on Feb. 21, 2008.  The outlook is
negative.  The ratings had been placed on CreditWatch because of
heightened concerns over the company's refinancing risk,
earnings performance, and liquidity position over the next year,
given the slowing U.S. economy and continuing pressures in the
trucking sector.


ZAIS INVESTMENT: Moody's Cuts $33.5MM Cl. C Notes to Caa3 from B3
-----------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the notes issued by ZAIS Investment Grade Limited IX:

Class Description: $54,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2052

  -- Prior Rating: A1
  -- Current Rating: A1, on review for possible dowgrade
  -- Prior Rating Action Date: 6/2/2008

Class Description: $58,000,000 Class B Senior Secured Floating
Rate Notes Due 2052

  -- Prior Rating: A3
  -- Current Rating: A3, on review for possible dowgrade
  -- Prior Rating Action Date: 6/2/2008

Class Description: $1,000,000 Class Y Combination Notes Due 2057

  -- Prior Rating: B1
  -- Current Rating: B1, on review for possible dowgrade
  -- Prior Rating Action Date: 6/2/2008

Additionally, Moody's has downgraded and left on review for
possible downgrade these notes:

Class Description: $33,500,000 Class C Senior Secured Deferrable
Interest Floating Rate Notes Due 2057

  -- Prior Rating: B3
  -- Current Rating: Caa3, on review for possible dowgrade
  -- Prior Rating Action Date: 6/2/2008

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


* Focus Management Selects Ellen Gordon as Managing Director
------------------------------------------------------------
Focus Management Group has named Ellen Gordon as a managing
director to compliment the firm's demand for its restructuring and
case management services and to further broaden its West Coast
presence.

"The addition of Ellen to our restructuring and case management
team augments our firm˙s ability to serve our clients in a wide
range of out-of-court and court-appointed restructuring
situations," said J. Tim Pruban, President of Focus Management
Group.  "Her demonstrated management and leadership abilities will
be a valuable resource in expanding our delivery of bankruptcy
services to our clientele and will facilitate our firm˙s steady
growth in the West Cost and nationwide."

With over 20 years of professional experience in providing
restructuring and financial consulting services, Gordon brings a
wealth of knowledge in bankruptcy law, claims management, analysis
and negotiation.  Ms. Gordon has a proven track record with
engagements involving turnarounds, loan workouts and bankruptcies,
from pre-petition planning through first day motions, claims
management, plan confirmation and post-confirmation trustee
services.

Prior to joining Focus Management Group, Ms. Gordon served as a
Managing Director for a leading financial consulting firm, where
she was responsible for providing bankruptcy case management
services, including pre-petition planning, preparation of SOFAs
and Schedules, claims analysis and management, plan confirmation
and post-confirmation trust services.

Ms. Gordon received her Master's Degree in Business Administration
from Chapman University and her Bachelor's Degree from in
Economics from Claremont McKenna College.  She is based out of
Focus Management Group's Los Angeles office and can be reached at
(310) 255-8871.

                  About Focus Management Group

Focus Management Group -- http://www.focusmg.com/-- provides   
nationwide professional services in turnaround management,
insolvency proceedings, business restructuring and operational
improvement with a senior-level team of eighty professionals.  
Headquartered in Tampa, FL, with offices in Atlanta, Chicago,
Cleveland, Greenwich, Los Angeles and Nashville, the firm provides
a full portfolio of services to distressed companies and their
stakeholders, including secured lenders and equity sponsors.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Premier Properties of Daytona, Inc.
   Bankr. M.D. Fla. Case No. 08-06159
       Chapter 11 Petition filed October 7, 2008
          Filed as Pro Se

In Re Gleaton & Associates, Inc.
      dba Century 21 Elite Realty
   Bankr. N.D. Ga. Case No. 08-79059
      Chapter 11 Petition filed September 29, 2008
          See http://bankrupt.com/misc/ganb08-79059.pdf

In Re Tirana, Inc.
      dba Happy Greek Restaurant
   Bankr. D. Ariz. Case No. 08-13478
       Chapter 11 Petition filed October 1, 2008
          See http://bankrupt.com/misc/azb08-13478.pdf

In Re Destiny Springs Condominium Association, Inc.
   Bankr. M.D. Fla. Case No. 08-08996
       Chapter 11 Petition filed October 1, 2008
          See http://bankrupt.com/misc/flmb08-08996.pdf

In Re Relleke Farms, Inc.
   Bankr. S.D. Ill. Case No. 08-32234
       Chapter 11 Petition filed October 1, 2008
          See http://bankrupt.com/misc/ilsb08-32234.pdf

In Re John W. Relleke & Carol L. Relleke
   Bankr. S.D. Ill. Case No. 08-32237
       Chapter 11 Petition filed October 1, 2008
          See http://bankrupt.com/misc/ilsb08-32237.pdf

In Re Joseph Michael Schneider
      aka Joseph Michael Schneider DC & Teresa Lou Schneider
      aka Teresa Martin Schneider
      aka Teresa M Schneider
   Bankr. D. Ks. Case No. 08-41481
       Chapter 11 Petition filed October 1, 2008
          See http://bankrupt.com/misc/ksb08-41481.pdf

In Re 220 Hall Street, Ltd.
   Bankr. N.D. Tex. Case No. 08-35157
       Chapter 11 Petition filed October 1, 2008
          Filed as Pro Se

In Re Andrada Financing, LLC
   Bankr. D. Ariz. Case No. 08-13469
       Chapter 11 Petition filed October 1, 2008
          Filed as Pro Se

In Re Ladislawa C Abayon-Castro MD, Inc.
   Bankr. S.D. W.V. Case No. 08-20949
       Chapter 11 Petition filed October 1, 2008
          See http://bankrupt.com/misc/wvsb08-20949.pdf

In Re Olmstead Funeral Home, Inc.
   Bankr. E.D. Ark. Case No. 08-16066
       Chapter 11 Petition filed October 2, 2008
          See http://bankrupt.com/misc/akeb08-16066.pdf

In Re Riviera Pools, Inc.
   Bankr. D. Ariz. Case No. 08-13494
       Chapter 11 Petition filed October 2, 2008
          See http://bankrupt.com/misc/azb08-13494.pdf

In Re Vidal Construction, LLC
   Bankr. D. Ariz. Case No. 08-13496
       Chapter 11 Petition filed October 2, 2008
          See http://bankrupt.com/misc/azb08-13496.pdf

In Re Ted William Thomas
   Bankr. W.D. Wash. Case No. 08-16553
       Chapter 11 Petition filed October 2, 2008
          Filed as Pro Se

In Re Det. Hamtramck Auto Sales
   Bankr. E.D. Mich. Case No. 08-64124
       Chapter 11 Petition filed October 2, 2008
          Filed as Pro Se

In Re Airport Chevrolet
      fka Bill Heard Chevrolet, Inc.,-Memphis
      fka Airport Chevrolet-Hyundai, Inc.,
      fka Airport Hyundai
   Bankr. N.D. Ala. Case No. 08-83138
       Chapter 11 Petition filed October 3, 2008
          See http://bankrupt.com/misc/alnb08-83138.pdf

In Re Gut of Tampa on Bearss Avenue, LLC
   Bankr. M.D. Fla. Case No. 08-15436
       Chapter 11 Petition filed October 3, 2008
          See http://bankrupt.com/misc/flmb08-15436.pdf

In Re Glen E. Page & Jane Page
   Bankr. D. Idaho Case No. 08-40934
       Chapter 11 Petition filed October 3, 2008
          See http://bankrupt.com/misc/idb08-40934.pdf

In Re Thomas J. Calleri & Mary Ann Calleri
   Bankr. D. Md. Case No. 08-22835
       Chapter 11 Petition filed October 3, 2008
          See http://bankrupt.com/misc/mdb08-22835.pdf

In Re First Class CDL Services, Inc.,
      aka First Class Truck Training Center
   Bankr. M.D. Fla. Case No. 08-15453
       Chapter 11 Petition filed October 3, 2008
          Filed as Pro Se

In Re Lindsey Paul Vinson
   Bankr. N.D. Tex. Case No. 08-44489
       Chapter 11 Petition filed October 3, 2008
          See http://bankrupt.com/misc/txnb08-44489.pdf

In Re 15 E. 204 Street Realty Corp.
   Bankr. S.D. N.Y. Case No. 08-23434
       Chapter 11 Petition filed October 4, 2008
          See http://bankrupt.com/misc/nysb08-23434.pdf

In Re Industrial Luncheon, Inc.
   Bankr. D. N.J. Case No. 08-29246
       Chapter 11 Petition filed October 5, 2008
          See http://bankrupt.com/misc/njb08-29246.pdf

In Re The New Church Fellowship Baptist Church
   Bankr. W.D. Penn. Case No. 08-26657
       Chapter 11 Petition filed October 5, 2008
          See http://bankrupt.com/misc/pawb08-26657.pdf

In Re The Atlantic Land Co.
   Bankr. S.D. Fla. Case No. 08-24712
       Chapter 11 Petition filed October 6, 2008
          See http://bankrupt.com/misc/flsb08-24712.pdf

In Re The Hamil Group, LLC
   Bankr. N.D. Ga. Case No. 08-12918
       Chapter 11 Petition filed October 6, 2008
          See http://bankrupt.com/misc/ganb08-12918.pdf

In Re Taz Equipment, LLC
   Bankr. N.D. Ga. Case No. 08-12920
       Chapter 11 Petition filed October 6, 2008
          See http://bankrupt.com/misc/ganb08-12920.pdf

In Re Ohio Valley Mechanical, Inc.
   Bankr. W.D. Ky. Case No. 08-34411
       Chapter 11 Petition filed October 6, 2008
          See http://bankrupt.com/misc/kywb08-34411.pdf

In Re Taylored Industries, Inc.
   Bankr. W.D. Penn. Case No. 08-26673
       Chapter 11 Petition filed October 6, 2008
          See http://bankrupt.com/misc/pawb08-26673.pdf

In Re Damon Lee Barner
   Bankr. N.D. Ga. Case No. 08-12907
       Chapter 11 Petition filed October 6, 2008
          Filed as Pro Se

In Re Southern Heritage Development, LLC
   Bankr. N.D. Ga. Case No. 08-79833
       Chapter 11 Petition filed October 6, 2008
          Filed as Pro Se

In Re Besse Express Gas, LLC
   Bankr. N.D. Ga. Case No. 08-79927
       Chapter 11 Petition filed October 6, 2008
          Filed as Pro Se

In Re Ghazwan Smoudi
   Bankr. D. Ariz. Case No. 08-13673
       Chapter 11 Petition filed October 6, 2008
          Filed as Pro Se

In Re Lori Lynne Whitt-Kruse
      aka L. Madison Whitt-Kruse
   Bankr. N.D. Tex. Case No. 08-35068
       Chapter 11 Petition filed October 6, 2008
          Filed as Pro Se

In Re Golf Homes and Land, LLC
   Bankr. E.D. Calif. Case No. 08-34357
       Chapter 11 Petition filed October 6, 2008
          Filed as Pro Se

In Re CCKT Investments, Inc.
   Bankr. N.D. Tex. Case No. 08-35097
       Chapter 11 Petition filed October 6, 2008
          See http://bankrupt.com/misc/txnb08-35097.pdf

In Re Gridiron Carter Square, LP
   Bankr. N.D. Tex. Case No. 08-35145
       Chapter 11 Petition filed October 6, 2008
          See http://bankrupt.com/misc/txnb08-35145.pdf

In Re AP Holdings, LLC
   Bankr. D. Ariz. Case No. 08-13758
       Chapter 11 Petition filed October 7, 2008
          See http://bankrupt.com/misc/azb08-13758.pdf

In Re Doctor Osamu Kitajima
      dba East Quest Songs
      dba Dok Music and Studios & Yoko Kitajima
   Bankr. C.D. Calif. Case No. 08-17776
       Chapter 11 Petition filed October 7, 2008
          See http://bankrupt.com/misc/cacb08-17776.pdf

In Re Lakes Home Care Health Services, Inc.
   Bankr. D. Minn. Case No. 08-45166
       Chapter 11 Petition filed October 7, 2008
          See http://bankrupt.com/misc/mnb08-45166.pdf

In Re Kaleidoscope Holding Co. LLC
      dba Hickory Creek Dinner House
   Bankr. N.D. Tex.  Case No. 08-35187
       Chapter 11 Petition filed October 7, 2008
          Filed as Pro Se
                             *********

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 ***