TCR_Public/081014.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, October 14, 2008, Vol. 12, No. 245           

                             Headlines

ACCESS PHARMACEUTICALS: Delays Share Registration Effective Date
ACM - TEXAS: Case Summary & 20 Largest Unsecured Creditors
ADVANCED MEDICAL: Lower Earnings Cues Moody's to Review Ratings
ALLIED DEFENSE: Completes $26MM Sale of Global Microwave to Cobham
AMERICAN BEACON: Moody's Withdraws Ratings for Business Reasons

AMERICAN INT'L: Aware of Potential Woes in Valuing Contracts  
AMERICAN PACIFIC: Case Summary & 19 Largest Unsecured Creditors
ARGON CAPITAL: Fitch Chips $60MM Series 101 Notes' Rating to 'BB'
ARGON CAPITAL: Fitch Slashes $115MM Notes' Rating to 'BB-'
ARGON CAPITAL: Fitch Trims $125MM Series 102 Notes Rating to 'BB+'

ARROW SPEED: U.S. Trustee Sets 341(a) Meeting for October 27
ARROW SPEED: U.S. Trustee Forms Seven-Member Creditors' Committee
ASARCO LLC: AMC Says Southern Copper Acquisition Caused No Damages
ASPEN INVESTMENT: Case Summary & Two Largest Unsecured Creditors
ATHEROGENICS INC: Bankruptcy Filing Cues Nasdaq to Delist Stocks

ATHEROGENICS INC: Wants Hiring and Retentions Approved
ATLANTIC WINE: Antonio Treminio Replaces Adam Mauerberger as CEO
ATLANTIC WINE: Sells Mount Rozier Units to Fairhurst Properties
ATLANTIC WINE: Lusierna Asset Acquires 50% Equity Stake
AURORA OIL: BNP Paribas, et al., to Impose Default Interest Rates

AUTONATION INC: Closes Power Pontiac as Part of Consolidation
AVENTINE RENEWABLE: S&P's Rating Unmoved by Late Plant Completion
BAKERS FOOTWEAR: Hikes September Comparable Store Sales by 4.1%
BANC OF AMERICA: Fitch Puts 'CCC/DR1' Rating to $11.9MM Certs.
BANC OF AMERICA: Fitch Affirms Certs. Ratings & Assigns Outlooks

BANCRPH LP: Case Summary & Largest Unsecured Creditor
BARNERT HOSPITAL: Creditors Sue Counsel for Conflict of Interest
BEAR STEARNS: S&P Affirms Ratings on 26 Classes of Certificates
BIOJECT MEDICAL: NASDAQ to Delist Shares from Trading
BOB LENC: Blames Embezzlement of Bookkeeper for Ch. 11 Bankruptcy

BRAINTECH INC: Issues Shares and Warrants to LC Providers
BROTMAN MEDICAL: Files Disclosure Statement in California
BRUNSWICK CORP: S&P Cuts Corp. Credit and Debt Ratings to 'BB-'
CAPITAL AUTO: Fitch Affirms Class D Notes' Rating at 'BB'
CARAVAN TANSIT: Voluntary Chapter 11 Case Summary

CD COMMERCIAL: Stable Performance Cues Fitch to Affirm Ratings
CFM US: Court Extends Exclusive Plan Filing Period Through Dec. 8
CHESTER NIEDZWIECKI: Voluntary Chapter 11 Case Summary
CHRYSLER LLC: General Motors In Talks to Acquire Chrysler
COBALT CMBS: Fitch Holds Six Low-B Ratings With Negative Outlook

COMUNITY LENDING: Court Sets November 20 Hearing on Amended D/S
CORPORACION DURANGO: Wins Restraining Order Against U.S. Lawsuits
CORPSOURCE FINANCE: Moody's Holds Ratings; Outlook Is Negative
CROWN CASTLE: Moody's Puts 'Ba3' Rating Under Review for Downgrade
CYGNE DESIGNS: Bernard Manuel Quits as Board Chairman

DRI CORPORATION: Board Approves Three-Year Strategic Plan
DRI CORPORATION: Taps Grant Thornton as Independent Accountant
ENVIRONMENTAL TECTONICS: PNC Extends Credit Line to June 30, 2010
EPICEPT CORP: European Commission Okays Sale of Ceplene Drug
EPICEPT CORP: $500,000 Hercules Debt Swapped for 970,874 Shares

EPICEPT CORP: Plans to Raise $50,000,000 By Issuing Securities
FIRST NATIONWIDE: Fitch Holds 'B' Rating on Class B-2 RMBS
FLINTKOTE CO: Court Extends Plan Exclusivity Period to December 31
FORD CREDIT: Fitch Lifts Class D Rating to 'BBB' From 'BB+'
FORD MOTOR: U.S. Chief Dismisses Rumor of Mazda Stake Sale

FOXWOODS RESORT: S&P Cuts Rating to 'BB-' on Debt Leverage Hike
FREMONT GENERAL: Creditors Oppose Extension of Exclusivity
FREMONT GENERAL: Bankruptcy Cues Moody's to Withdraw Junk Ratings
GENERAL MOTORS: In Talks with Cerberus to Acquire Chrysler
GENERAL MOTORS: Will Close Plants in Michigan & Wisconsin

GENESIS PROPERTY: Case Summary & Three Largest Unsecured Creditors
GLENDA FIELDS: Case Summary & Eight Largest Unsecured Creditors
GENERAL MOTORS: Power Pontiac Closes as Part of Consolidation
GREDDY PERFORMANCE: Case Summary & 20 Largest Unsecured Creditors
HAWAIIAN TELCOM: IBEW 1357 Membership Ratifies Bargaining Contract

HEALTHSPRING INC: A.M. Best Affirms 'C++ pd(Marginal)' FS Rating
HEARTLAND AUTOMOTIVE: Court Extends Exclusivity Period to Oct. 17
INTEGRATED MEDIA: Arrayit Unit Inks Rights Deal with BSI ALliance
JERRY MCWILLIS: Voluntary Chapter 11 Case Summary
JFK MEDICAL: Moody's Extends Watchlist Action for 'Ba3' Rating

JOURNAL REGISTER: Zesiger Capital Discloses 2.5% Equity Stake
JP MORGAN: Fitch Affirms Low-B Ratings With Negative Outlook
KRONOS ADVANCED: Board Says Operations Halt and Job Cuts Necessary
LB-UBS 2007-C7: Fitch Affirms Ratings on Stable Performance
LEGENDS GAMING: Wants Exclusivity Extended Again Through Mar. 11

LEHMAN BROTHERS: Moody's Cuts Counterparty Rating to B1 From Baa3
LINCOLN PARK: Forced to Sell Itself or Face Closure or Bankruptcy
LINENS 'N THINGS: Panel Challenges GE Capital˙s Liens on Assets
LINENS 'N THINGS: Court OKs to Sell All Assets on October 14
LINENS 'N THINGS: To Terminate Deferred Compensation Plan

LINN ENERGY: $229MM Woodford Sale Won't Affect S&P's 'B+' Rating
LOWER BUCKS: Moody's Puts B2 Rating on Watchlist for Downgrade  
LSP BATESVILLE: S&P Affirms 'B' Rating on $150MM Sr. Secured Bonds
LUMINENT MORTGAGE: Court Withdraws Approval of $3.2MM Financing
MARY MURRAY-JOHNSON: Case Summary & Five Largest Unsec. Creditors

MATRIX DEVELOPMENT: Court Extends Exclusivity Through Mar. 30
MCJUNKIN RED: S&P's Ratings Unmoved by Completed LaBarge Deal
MEDFORD CROSSINGS: Files 3rd Revised Plan & Disclosure Statement
MERRILL LYNCH: S&P Trims Ratings on Five Certificate Classes
MERVYN'S LLC: Creditors Have Until Jan. 9 to File Proofs of Claim

MERVYN'S LLC: Officials Say Job Cuts Part of Restructuring Plan
MIAMI ENTERTAINMENT: Voluntary Chapter 11 Case Summary
MIRABILIS VENTURES: Contends Government Violated Automatic Stay
ML-CFC COMMERCIAL: S&P Holds Ratings on 26 Classes of Certificates
MORGAN STANLEY: Moody's Cuts Class IIIA Notes' Rating to 'Ba1'

MORGAN STANLEY: Moody's Trims $21MM Notes' Rating to Ba1 From Baa3
MORGAN STANLEY: Moody's Chips Notes Ratings on Poor Credit Quality
MORGAN STANLEY: Moody's Cuts $40MM Class IIIA Notes Rating to Ba2
MORGAN STANLEY: S&P Chips Ratings on Three Classes of Certificates
MORRIS PUBLISHING: S&P Revises Issue Level Rating to CCC- From CCC

NAVISTAR INTERNATIONAL: Jeffrey Altman Discloses 8.03% Stake
NETEFFECT INC: Court Approves $8MM Assets Sale to Intel
NEW CENTURY: KPMG, et al., Object to Bid for Protection Order
NEXCEN BRANDS: Completes $26 Million Waverly Unit Sale to Iconix
NORTHERN BAY: "No Action Taken" on Accountant Retention Request

NORTHERN BAY: Wants Court Nod to Hire DeWitt Ross as Local Counsel
NORTHFIELD LABS: Reports $5.9 Million Net Loss for August 31
NOVASTAR FINANCIAL: Todd Phillips Quits as Accounting Chief
NOVASTAR MORTGAGE: Opposes Involuntary Petition with Technicality
ORLA ENTERPRISES: Case Summary & 14 Largest Unsecured Creditors

PETTERS AVIATION: Affiliate Approved to Pay Pre-Bankruptcy Wages
PETTERS COMPANY: Files for Chapter 11 Bankruptcy in Minnesota
PETTERS COMPANY: Case Summary & 12 Largest Unsecured Creditors
PETTERS GROUP: Has $1BB Loan from Lancelot Investment, Report Says
PLASTIPAK HOLDINGS: Moody's Holds 'B2' CF Rating; Outlook Stable

PMI GROUP: Moody's Reviewing 'Ba1' Jr. Subordinated Debt Rating
PRESERVE LLC: Section 341(a) Meeting Scheduled for November 6
PRESERVE LLC: Seeks Court OK to Hire Broker as General Counsel
PRESERVE LLC: Wants Richard Harvey as Litigation Counsel
PRINTERS ROW: Court Extends Removal Period to December 30

PSS WORLD: S&P Holds 'BB' Rating and Changes Outlook to Positive
RADIAN GROUP: Moody's Reviewing 'Ba1' Senior Unsecured Debt Rating
RAG SHOPS: Sun Capital Settles with Chapter 7 Trustee
REDMOND 74: Court Sets November 19 Claims Bar Date
REDMOND 74: U.S. Trustee Appoints Three Members to Creditors Panel

REDMOND 74: Court Okays Bush Strout as Bankruptcy Counsel
REDMOND 74: Court OKs Employment of Bucknell as Special Counsel
RENAISSANCE CUSTOM: U.S. Trustee Appoints 9-Member Creditors Panel
RICHARTZ FLISS: Case Summary & 20 Largest Unsecured Creditors
RITE AID: Posts $221 Million Net Loss for Quarter Ended August 30

ROBERT MILLS: Voluntary Chapter 11 Case Summary
ROUGE INDUSTRIES: Wants Plan Filing Period Extended to November 17
SALLY BEAUTY: Amends Severance Agreement with Officers
SANKATY HIGH III: Poor Market Value Cues Moody's to Review Ratings
SANKATY HIGH II: Moody's Reviewing 'B2' Rating on Class E Notes

SCRIPPS SIMPLON: Case Summary & Three Largest Unsecured Creditors
SEALY CORP: Tight Covenant Cushion Prompts S&P's Negative Watch
SEALY CORP: August 31 Balance Sheet Upside-Down by $98.4 Million
SEMGROUP ENERGY: Dave Milller, Duke Ligon Join GP's Board
SENIOR FACILITY: Moody's Cuts & Reviews Ratings on Various Notes

SHEARIN FAMILY: Files for Chapter 11 Bankruptcy in North Carolina
SHEARIN FAMILY: Case Summary & 18 Largest Unsecured Creditors
SIX FLAGS: Wants 2006 Employee Stock Plan Securities Deregistered
SOUND BARRIER: Case Summary & Largest Unsecured Creditors
SPRINT NEXTEL: Names Christopher Gregoire as Vice President

STURGIS IRON: Michigan Demands Details on Leak Cleanups
SUNCREST LLC: Court Approves Settlement Between Lenders, Creditors
SWB ENTERPRISES: Voluntary Chapter 11 Case Summary
TARRAGON CORP: Ends Joint Venture Creation Deal with Northland
TARRAGON CORP: Has Until March 25 to Comply with NASDAQ Rule

TERI: Bankruptcy Prompts Moody's to Withdraw 'Ca' Issuer Rating
TOUSA INC: Panel Has Until Oct. 17 to Amend Citicorp Suit
TOUSA INC: Seeks Until Jan. 23, 2009, to Remove Actions
TOUSA INC: To Purchase 8 Strategic Capital Model Homes
TOUSA INC: Seeks Until Feb. 22, 2009, to File Chapter 11 Plan

TRIMSPA INC: Will Liquidate Assets; Case Converted to Chapter 7
UNIGENE LABORATORIES: Inks Financing Agreement with Lenders
VERTIS INC: Discloses Financing Projections for 2008-2012
VERTIS INC: Wants Modifications to Prepackaged Plan Approved
VICORP RESTAURANTS: May Negotiate Amendments in DIP Facility

VISKASE COS: S&P Trims LT Corp. Credit Rating to 'SD' from 'CC'
WACHOVIA CORPORATION: Wells Fargo Deal Cues Moody's Rating Upgrade
WASHINGTON MUTUAL: CEO Fishman and Five Executives to Step Down
WASHINGTON MUTUAL: Wants to Files Schedules Until December 29
WOODSIDE GROUP: Seeks to Employ Kurtzman as Claims Agent

WOODSIDE GROUP: U.S. Trustee Appoints 7 Members to Creditors Panel
WOODSIDE GROUP: Has Until Oct. 31 to File Schedules & Statements

* S&P Cuts Ratings on 22 Tranches From Six Cash Flow & Hybrid CDOs
* S&P Downgrades Ratings on 154 Classes From 18 RMBS Transactions
* S&P: Life Insurance Sector Outlook Changed to Neg. Amid Turmoil

* Large Companies with Insolvent Balance Sheets


                             *********


ACCESS PHARMACEUTICALS: Delays Share Registration Effective Date
----------------------------------------------------------------
Access Pharmaceuticals, Inc., has filed with the Securities and
Exchange Commission an amendment to its Registration Statement,  
File No. 333-149633, relating to the offer and sale of up to
9,160,228 shares of common stock, $0.01 par value per share by
shareholders SCO Capital Partners LLC, and affiliates, Credit
Suisse Securities (USA) LLC, Enable Growth Partners LP, William G.
Garrison, Edward and Patricia Kelly, Dennis Lavalle, Lake End
Capital LLC, David Luci, Midsummer Investment, Ltd., Oracle
Partners LP and affiliates (Oracle Institutional Partners LP,
Oracle Offshore Ltd., SAM Oracle Investments, Inc.), Perceptive
Life Sciences Master Fund Ltd., Rockmore Investment Master Fund
Ltd., Brio Capital LP, Catalytix LDC Life Science Hedge AC,
Cobblestone Asset Management LLC, Cranshire Capital LP, and
Schroder & Co. Bank AG.

The filing amendment was made to delay the registration
statement's effective date until the company files a further
amendment which states that the registration statement becomes
effective in accordance the Securities Act of 1933 or until the
registration statement becomes effective on such date as the
Commission may determine.

A copy of Access Pharmaceuticals' registration statement is
available at http://researcharchives.com/t/s?33d0

                   About Access Pharmaceuticals

Headquartered in Dallas, Texas, Access Pharmaceuticals Inc.
(OTC BB: ACCP.OB) -- http://accesspharma.com/-- is an emerging
biopharmaceutical company developing products for use in the
treatment of cancer, the supportive care of cancer, and other
disease states.  The company's product for the management of oral
mucositis, MuGard(TM) has received marketing clearance by the FDA
as a device.  The company's lead clinical development program for
the drug candidate ProLindac(TM) is in Phase II clinical testing.
Access also has advanced drug delivery technologies including
Cobalamin(TM) mediated oral drug delivery and targeted delivery.

At June 30, 2008, Access Pharmaceuticals reported total assets of
$6.9 million and total liabilities of $10.9 million, resulting in
a total stockholders' deficit of $4.0 million.

                       Going Concern Doubt

On March 31, 2008, Whitley Penn LLP, in Dallas, expressed
substantial doubt about Access Pharmaceuticals Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31, 2007
and 2006.  The auditing firm pointed to the company's recurring
losses from operations, negative cash flows from operating
activities and an accumulated deficit.

In August 2008, the company said it expects its capital resources
and expected receipts due under its license agreements to be
adequate to fund current level of operations into the fourth
quarter of 2009.  If the company is unable to obtain adequate
capital funding in the future or enter into future license
agreements for its products, it said it may not be able to
continue as a going concern, which would have an adverse effect on
its business and operations, and investors' investment in the
company may decline.


ACM - TEXAS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: ACM - Texas, LLC
        P.O. Box 249
        Van Horn, TX 79855

Bankruptcy Case No.: 08-70200

Type of Business: The Debtor manufactures ground mineral ores and
                  other precious metals.

Chapter 11 Petition Date: October 10, 2008

Court: Western District of Texas (Midland)

Judge: Ronald B. King

Debtor's Counsel: Alvaro Martinez, Jr., Esq.
                  martinezlaw1@suddenlink.net
                  1703 N. Big Spring
                  Midland, TX 79701
                  Tel: (432) 570-0056
                  Fax: (432) 570-0060

Estimated Assets: $19,000,000

Estimated Debts: $2,020,580

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
RMC Industries                 Account           $720,166
PO Box 270941
Fort Collins, CO 80527

R.A. & Alesia McCreless        Account           $347,068
5231 Abbey Road
Fort Collins, CO 80526

Gougler Industries, Inc.       Attorney          $232,567
c/o Scheml Law
219 W. Magnolia Street

Patricia D. Cox                Account           $210,000
14012 Highmark Square
Dallas, TX 75240

Merlyn W. Dahlin Trust         Account           $135,000
8401 Lake Harbor Ct
Fort Worth, TX 76179

B. Kay Brunnier                Account           $120,000
565 Graceland Drive
Carbondale, CO 81623

Bret Holcomb                   Account           $95,000
PO Box 654
Estes Park, CO 80517

Kent Obermann                  Account           $76,487
5332 Paradise Lane
Fort Collins, CO 80526

Greg Yancey                    Account           $76,487
5820 Piper Drive
Loveland, CO 80538

Ed Yancey                      Account           $76,487
4821 Caravelle Drive
Fort Collins, CO 80526

William T. Evans               Account           $75,000
565 Graceland Drive
Carbondale, CO 81623

Jeff Hill                      Account           $75,000
2186 Knoll Drive #A
Ventura, CA 93003

Steve Ames                     Account          $69,750
4221 Johnson
Western Springs, IL 60558

Howard Baker                   Account          $64,000
21 Lindenwood Drive
Littleton, CO 80120

Tom Billingsley                Account          $50,000
1906 Columbine Drive
Lufkin, TX 75904

Chris Acton                    Account          $25,000
PO Box 5912
Austin, TX 78763

Logan Garrison                 Account          $22,250
3200 River Front Drive #108
Fort Worth, TX 76107

GMAC                           Purchase Money   $20,580
PO Box 9001948
Louisville, KY 40290

Carhart Limited Partnership    Account          $10,000
PO Box 1470
Port Aransas, TX 78373

Mineral Resource, Inc.         Account          $5,000
2817 Prestonwood Drive
Dallas, TX 75093


ADVANCED MEDICAL: Lower Earnings Cues Moody's to Review Ratings
---------------------------------------------------------------
Moody's Investors Service placed the long-term debt ratings of
Advanced Medical Optics, Inc. on review for possible downgrade.  
The review follows AMO's October 9, 2008 announcement of lower
revenue and earnings expectations for 2008 in light of depressed
demand for elective refractive procedures and lower eye care sales
in a weakened U.S. and European economy.  The company continues to
benefit from global growth in the cataract business, a record of
innovation and acquiring innovative procedures and the aging U.S.
population.  The review will focus on uncertainties relating to
the extent and likely length of the slowdown in laser procedures,
and associated liquidity considerations, including covenant
compliance.

Based on recent performance, Moody's believes that covenant
compliance over the next four quarters is questionable,
particularly in light of the step down in the maximum debt to
EBITDA test in September 2009 to 4.75 times from five times.   
Moody's also notes that about $246 million of convertible senior
subordinated notes due 2024 can be put to the company on
January 15, 2010.  

On July 30, 2008, AMO amended the covenants under its revolver in
order to provide more cushion under the leverage test covenant for
the period starting September 26, 2008 through September 30, 2011
in light of continuing weakness in LASIK procedures.  The company
had previously amended financial covenants on October 5, 2007
following the MoisturePlus recall.

These ratings are placed under review for possible downgrade:

  -- B2 Corporate Family Rating;

  -- B2 Probability of Default Rating;

  -- Ba2 (LGD2/14%) rating on a $300 million Senior Secured
     Revolver due 2013;

  -- Ba2 (LGD2/14%) rating on a $445 million Senior Secured Term
     Loan due 2014;

  -- B2 (LGD3/46%) rating on $250 million Senior Subordinated
     Notes due 2017; and

  -- Caa1 (LGD5/80%) rating on $246 million Convertible Senior
     Subordinated Notes due 2024.

Advanced Medical Optics, Inc. ("AMO"), headquartered in Santa Ana,
California, is a leader in the development, manufacturing and
marketing of medical devices, therapeutic equipment and other
products for the eye.  AMO employs about 4,000 people worldwide,
has operations in 27 countries and sells products in 60 countries.  
AMO was spun off from Allergan, Inc., in 2002.  For the twelve
months ended September 30, 2008, AMO generated approximately
$1.2 billion in revenues.


ALLIED DEFENSE: Completes $26MM Sale of Global Microwave to Cobham
------------------------------------------------------------------
The Allied Defense Group, Inc., disclosed in a Securities and
Exchange Commission filing that it has closed the sale of its
California subsidiary, Global Microwave Systems, Inc., to a wholly
owned subsidiary of Cobham plc, an international company engaged
in the development, delivery and support of advanced aerospace and
defense systems for land, sea and air platforms.

Allied Defense Group received $26 million in cash in the deal.

John J. Marcello, President and Chief Executive Officer of The
Allied Defense Group said, "GMS has been an important part of our
Electronic Security business segment.  It has shown meaningful
growth since we acquired the business in late 2005. The
divestiture of GMS will allow the Company to reduce and repay
debt, and focus efforts on its key strengths in the Ammunition
market place. The completion of the sale of GMS represents another
step in our strategic plan to dispose of non-core assets to reduce
and repay our outstanding debt and strengthen our balance sheet.
ADG continues to restructure and recapitalize to maximize value
for all of our shareholders."

Houlihan Lokey advised the Allied Defense Group, Inc. in
connection with the transaction.

Headquartered in Vienna, Virginia, The Allied Defense Group Inc.
(Amex: ADG) -- www.allieddefensegroup.com -- is a diversified
international defense and security firm which develops and
produces conventional medium caliber ammunition marketed to
defense departments worldwide.  The company also designs, produces
and markets sophisticated electronic and microwave security
systems principally for European and North American markets.

                         Going Concern Doubt

BDO Seidman LLP, in Bethesda, Maryland, expressed substantial
doubt about The Allied Defense Group Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2007.  The
auditing firm reported that in 2007 and 2006 the company suffered
losses from operations.

The auditing firm added that, in January and February 2008, the
banking group of the company's key subsidiary sent notifications
to the company of their intentions to terminate the credit
facilities.  Subsequently, in March 2008, the members of the
banking group notified the company of their intentions to continue
with the credit facility contingent upon the resolution of
additional requirements.

The company posted $2.4 million in net losses on $76.4 million in
net revenues for the first half ended June 30, 2008.


AMERICAN BEACON: Moody's Withdraws Ratings for Business Reasons
---------------------------------------------------------------
Moody's Investors Service has confirmed and withdrawn the ratings
assigned to the American Beacon Money Market Portfolio and all of
its feeder funds, as well as the American Beacon Cash Plus Trust.

These rating confirmations conclude a review for downgrade
initiated on September 21, 2008.

These funds and ratings are affected:

  * American Beacon Money Market Portfolio-- rating confirmed at B
    and withdrawn

  * American Beacon Money Market Select Fund-- rating confirmed at
    B and withdrawn

  * American Beacon Money Market Cash Management Fund-- rating
    confirmed at B and withdrawn

  * American Beacon Money Market Fund: BBH ComSet-- rating
    confirmed at B and withdrawn

  * American Beacon US $ Liquidity Fund-- rating confirmed at
    B/MR1+ and withdrawn

  * American Beacon Global Money Market Fund-- rating confirmed at
    B/MR1+ and withdrawn

  * American Beacon Cash Plus Trust--rating confirmed at Ba/MR1
    and withdrawn

Moody's has withdrawn these ratings for business reasons.


AMERICAN INT'L: Aware of Potential Woes in Valuing Contracts  
------------------------------------------------------------
Documents from the congressional investigators indicate that top
American International Group Inc. officials were aware of
potential problems in valuing derivative contracts before the
transactions caused the company's shareholders severe pain, Liam
Pleven and Amir Efrati at The Wall Street Journal report.

WSJ relates that the derivative-contract problems would have
driven AIG into bankruptcy.  WSJ states that an investigation
began earlier this year on how candid company officials were with
investors at a December 2007 investor conference and whether
officials at AIG's financial-products unit, which sold the
derivatives contracts, misled AIG's outside auditor.

Joseph St. Denis, a former internal AIG auditor, said in a letter
to the House Committee on Oversight and Government Reform that in
early September 2007, that he learned that AIG's financial-
products unit had been asked for billions of dollars in collateral
related to derivatives it had sold, WSJ states.  According to the
report, Mr. St. Denis said, in a letter disclosed during the
congressional hearing on Tuesday, that he had early on raised
concerns about being excluded from conversations about the
valuation of the derivatives.

WSJ states that the derivatives, or credit-default swaps, protect
buyers against the risk of default on other investments.  WSJ says
that AIG believed that the possibility of making payouts was
remote.

The valuation model of one of AIG's trading partners "apparently
indicated" that the unit "was in a potentially material liability
position," WSJ says, citing Mr. St. Denis, who denied of his
involvement in the valuation of the swaps at AIG.  According to
WSJ, Mr. St. Denis said that in the last week of September 2007,
the unit's chief, Joseph Cassano, said that he had excluded Mr.
St. Denis "because I was concerned that you would pollute the
process."

WSJ reports that Mr. St. Denis said he resigned from AIG on Oct.
1, 2007, and that he told AIG's chief auditor Michael Roemer about
Mr. Cassano's comment.  

A committee chairperson said that Mr. Cassano earned
$280 million over eight years at AIG, WSJ states.  Mr. Cassano
left AIG in March and was slated to receive $1 million a month
through the end of this year, but the contract was terminated
before the congressional hearing, according to the report.

Determining the values for the swaps in a rapidly changing market
is complex and "it can't be the case that your [trading partner in
swaps transactions] is the definer of what the value is," WSJ
says, citing F. Joseph Warin, the attorney for Mr. Cassano.  
According to the report, Mr. Warin said that the supervision of
Mr. Cassano by AIG was transparent and interactive and Mr. Cassano
would continue to be cooperative with the investigation.

In November 2007, AIG said the swaps had dropped by
$352 million in value, WSJ says.  A Pricewaterhouse official said
at an audit-committee meeting in January that the valuation
process for the swaps "needs improvement from a control
perspective," WSJ reports.

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

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

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 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 the 'A+' counterparty credit
and financial strength ratings on most of AIG's insurance
operating subsidiaries -- to CreditWatch developing from
CreditWatch negative.   

S&P raised its ratings on preferred stock of International Lease
Finance Corp. (ILFC; A-/Watch Dev/A-1) to 'BBB' from 'B', and
revised the CreditWatch implications to developing from negative.  
All other ILFC ratings remain on CreditWatch with developing
implications.

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

                        *     *     *          

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

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


AMERICAN PACIFIC: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: American Pacific International, Ltd.
        dba Shoal River Country Club
        dba Adara Golf Club
        1111 Shoal River Drive
        Crestview, FL 32539

Bankruptcy Case No.: 08-31566

Type of Business: The Debtor operates a golf course and shop.

Chapter 11 Petition Date: October 10, 2008

Court: Northern District of Florida (Pensacola)

Debtor's Counsel: Louis L. Long, Jr., Esq.
                  long@chesserbarr.com
                  Chesser & Barr, P.A.
                  1201 Eglin Parkway
                  Shalimar, FL 32579
                  Tel: (850) 651-9944
                  Fax: (850) 651-9867

Total Assets: $12,435,231

Total Debts: $6,025,130

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Sun Diamond Inc                Fees                  $1,700,000
1111 Shoal River Dr       
Crestview, FL 32539       

Gilbert Chan                   Loans                 $1,376,956
206 Shoal River Drive     
Crestview, FL 32539       

Y.O. Chan                      Loans                 $350,000
Spottiswoode Park
Road A20-136                       
Singapore 080106
Kai M Chan                     Loans                $43,945

Sun Diamond Realty, Inc.       Loan                 $31,889

Okaloosa County Tax            Taxes Owed           $28,658
Collector                 

Sun Diamond Development        Loans                $27,179
In.

Bank of America                Credit Card          $17,778

Advanta                        Trade Debt           $11,586

William Huang                  Loan                 $10,000

American Express               Credit Card          $7,716

Citi Business Card             Credit Card          $5,907

Emmanuel Sheppard &            Legal services       $5,771
Condon                    

Southern State                 Trade debt           $3,380

Gulf Power                     Trade debt           $2,381

Innovative Turf Supply         Trade debt           $1,649

Beard Equipment                Trade debt           $1,386

Power Plan (John Deere)        Parts                $1,155

Coca Cola Enterprises          Trade debt           $1,066

Anderson Heating & A/C         Trade debt           $655


ARGON CAPITAL: Fitch Chips $60MM Series 101 Notes' Rating to 'BB'
-----------------------------------------------------------------
Fitch Ratings has downgraded the credit-linked notes issued by
Argon Capital Public Limited Company (Argon Series 101):

  -- $60,0000,000 series 101 limited recourse secured floating-
     rate credit-linked notes due 2050 to 'BB' from 'A'.

The notes also remain on Rating Watch Negative by Fitch.

Fitch's downgrade reflects the increased likelihood of an early
termination of the Argon Series 101 credit default swap due to a
distressed ratings downgrade credit event, and is therefore linked
to the ratings of the underlying reference obligations of Argon
Series 101 [the class A-1 and A-2 notes of Kleros Real Estate CDO
IV, Ltd].

The Argon 101 CDS trades using a modified version of the
International Swaps and Derivatives Association Inc.'s CDS on
collateralized debt obligations swap confirmation, pursuant to
which if either of the reference obligations experiences a credit
event, a cash settlement process will begin to determine the final
price of the affected asset.  Per the CDS confirm, a distressed
ratings downgrade credit event can be called at the discretion of
the protection buyer, Merrill Lynch International, if the ratings
of Kleros RE IV's A-1 or A-2 notes are downgraded to the pre-
specified trigger levels by all of the applicable rating agencies
identified in the Argon Series 101 transaction documents.

The current ratings of the Kleros RE IV class A-1 and A-2 notes
indicate an increased likelihood of a distressed ratings downgrade
credit event occurring due to the ratings' proximity to these
triggers.  Upon the occurrence of a distressed ratings downgrade
credit event, the Argon Series 101 CDS potentially exposes the
noteholders to the market value risk of the Kleros RE IV A-1 or
A-2 notes.

The current ratings of the Kleros RE IV class A-2 notes suggest
that an early termination due to a distressed ratings downgrade
may be more likely than the occurrence of Super Senior Trigger
Event, as described below.

Argon Series 101 was initially placed on Rating Watch Negative on
April 18 as a result of observed credit deterioration with respect
to the collateral underlying Kleros RE IV, including subprime
residential mortgage-backed securities and alternative A mortgage
loans from the 2005, 2006 and 2007 vintages.  Specifically, the
probability of occurrence of a Super Senior Trigger Event, as
defined in the transaction's governing documents, had increased
materially based on Fitch's analysis.

A Super Senior Trigger Event will be deemed to have occurred when
aggregate portfolio losses in Kleros RE IV exceed $500 million, or
50% of the initial $1 billion Kleros RE IV portfolio balance.  
Aggregate portfolio losses are primarily a function of actual
defaults and writedowns in the Kleros RE IV portfolio as well as
an assumed loss of 70% for all 'C' rated assets.

Since Argon Series 101's closing date, approximately 79% of the
underlying Kleros RE IV portfolio has been downgraded, resulting
in a portfolio comprised of approximately 40% investment grade
assets and 60% non investment grade assets, including 42% assets
rated 'CCC+' or below.  This is in comparison to the November 2007
trustee report, at which time the portfolio was comprised of
approximately 94% investment grade assets, 6% non investment
assets, and 0% assets rated 'CCC+' or below.  In addition to the
observed credit deterioration, 38% of the Kleros RE IV portfolio
is currently on Rating Watch Negative.

Argon Series 101 is a leveraged super senior transaction
synthetically referencing the class A-1 and A-2 notes of Kleros RE
IV. At close, proceeds from the issuance of the $60 million Argon
Series 101 notes were used to collateralize a CDS between Argon
and MLI.  The rating of the Argon Series 101 notes addresses the
likelihood that investors will receive full and timely payments of
interest, pursuant to the transaction's governing documents, as
well as the stated balance of principal by the legal final
maturity date.


ARGON CAPITAL: Fitch Slashes $115MM Notes' Rating to 'BB-'
----------------------------------------------------------
Fitch Ratings has downgraded the credit-linked notes issued by
Argon Capital Public Limited Company:

  -- $115,0000,000 Series 103 limited recourse secured floating-
     rate credit-linked notes due 2053 to 'BB-' from 'A'.

The notes also remain on Rating Watch Negative by Fitch.

Fitch's downgrade reflects the increased likelihood of an early
termination of the Argon Series 103 credit default swap due to a
distressed ratings downgrade credit event, and is therefore linked
to the ratings of the underlying reference obligation of Argon
Series 103 [the class A-1 notes of Jupiter High-Grade CDO VI,
LTD].

The Argon 103 CDS trades using a modified version of the
International Swaps and Derivatives Association Inc.'s CDS on
collateralized debt obligations swap confirmation, pursuant to
which if the reference obligation experiences a credit event, a
cash settlement process will begin to determine the final price of
the affected asset.

Per the CDS confirm, a distressed ratings downgrade credit event
can be called at the discretion of the protection buyer, Merrill
Lynch International, if the ratings of Jupiter IV's class A-1
notes are downgraded by all of the applicable rating agencies to
the pre-specified trigger levels identified in the Argon Series
103 transaction documents.  The current ratings of the Jupiter VI
class A-1 notes indicate an increased likelihood of a distressed
ratings downgrade credit event occurring due to the ratings'
proximity to these triggers.  Upon the occurrence of a distressed
ratings downgrade credit event, the Argon Series 103 CDS
potentially exposes the noteholders to the market value risk of
the Jupiter VI class A-1 notes.

The current ratings of the Jupiter VI class A-1 notes suggest that
an early termination due to a distressed ratings downgrade may be
more likely than the occurrence of Super Senior Trigger Event, as
described below.

Argon Series 103 was initially placed on Rating Watch Negative on
April 18, 2008 as a result of observed credit deterioration with
respect to the collateral underlying Jupiter VI CDO, including
subprime residential mortgage-backed securities and structured
finance CDOs from the 2005, 2006 and 2007 vintages.  Specifically,
the probability of occurrence of a Super Senior Trigger Event, as
defined in the transaction's governing documents, had increased
materially based on Fitch's analysis.  The Super Senior Trigger
Event will be deemed to have occurred when aggregate portfolio
losses in Jupiter VI exceed $975.7 million, or 65% of the initial
$1.501 billion Jupiter VI portfolio.  Aggregate portfolio losses
are primarily a function of actual defaults and writedowns in the
Jupiter VI portfolio as well as an assumed loss of 70% for all 'C'
rated assets.

Since Argon Series 103's closing date, approximately 84% of the
underlying Jupiter VI portfolio has been downgraded, resulting in
a portfolio comprised of approximately 31% investment grade assets
and 69% non investment grade assets, including 54% assets rated
'CCC+' or below.  This is in comparison to the November 2007
trustee report, at which time the portfolio was comprised of
approximately 98% investment grade assets, 2% non investment
assets, and 0% assets rated 'CCC+' or below.  In addition to the
observed credit deterioration, 15% of the Jupiter VI portfolio is
currently on Rating Watch Negative.

Argon Series 103 is a leveraged super senior transaction
referencing the Class A-1 notes of Jupiter VI.  At close, proceeds
from the issuance of the $115 million Argon Series 103 notes were
used to collateralize a credit default swap between Argon and MLI.   
The rating of the notes addresses the likelihood that investors
will receive full and timely payments of interest, pursuant to the
transaction's governing documents, as well as the stated balance
of principal by the legal final maturity date.


ARGON CAPITAL: Fitch Trims $125MM Series 102 Notes Rating to 'BB+'
------------------------------------------------------------------
Fitch Ratings has downgraded the credit-linked notes issued by
Argon Capital Public Limited Company:

  -- $125,0000,000 Series 102 limited recourse secured floating-
     rate credit-linked notes due 2046 to 'BB+' from 'AAA'.

The notes also remain on Rating Watch Negative by Fitch.

Fitch's downgrade reflects the increased likelihood of an early
termination of the Argon Series 102 credit default swap due to a
distressed ratings downgrade credit event, and is therefore linked
to the ratings of the underlying reference obligation of Argon
Series 102 [the class A-1 notes of Ipswich Street CDO, Ltd].

The Argon 102 CDS trades using a modified version of the
International Swaps and Derivatives Association Inc.'s CDS on
collateralized debt obligations swap confirmation, pursuant to
which if the reference obligation experiences a credit event, a
cash settlement process will begin to determine the final price of
the affected asset.  Per the CDS confirm, a distressed ratings
downgrade credit event can be called at the discretion of the
protection buyer, Merrill Lynch International, if the ratings of
Ipswich's class A-1 notes are downgraded to the pre-specified
trigger levels by all of the applicable rating agencies identified
in the Argon Series 102 transaction documents.

The current ratings of the Ipswich class A-1 notes indicate an
increased likelihood of a distressed ratings downgrade credit
event occurring due to the ratings' proximity to these triggers.  
Upon the occurrence of a distressed ratings downgrade credit
event, the Argon Series 102 CDS potentially exposes the
noteholders to the market value risk of the Ipswich class A-1
notes.

The current ratings of the Ipswich A-1 notes suggest that an early
termination due to a distressed ratings downgrade may be more
likely than the occurrence of Super Senior Trigger Event, as
described below.

Argon Series 102 was initially placed on Rating Watch Negative on
April 18, 2008, as a result of observed credit deterioration with
respect to the collateral underlying Ipswich CDO, including
subprime residential mortgage backed securities and structured
finance CDOs from the 2005, 2006 and 2007 vintages.  Specifically,
the probability of occurrence of a Super Senior Trigger Event, as
defined in the transaction's governing documents, had increased
materially based on Fitch's analysis.  A Super Senior Trigger
Event will be deemed to have occurred when aggregate portfolio
losses in Ipswich exceed $937.7 million, or 55% of the initial
$1.705 billion Ipswich portfolio.  Aggregate portfolio losses are
primarily a function of actual defaults and writedowns in the
Ipswich portfolio as well as an assumed loss of 70% for all 'C'
rated assets.

Since Argon Series 102's closing date, approximately 60% of the
underlying Ipswich portfolio has been downgraded, resulting in a
portfolio comprised of approximately 60% investment grade assets
and 40% non investment grade assets, including 24% assets rated
'CCC+' or below.  This is in comparison to the November 2007
trustee report, at which time the portfolio was comprised of
approximately 96% investment grade assets, 4% non investment
assets, and 0% assets rated 'CCC+' or below.  In addition to the
observed credit deterioration, 26% of the Ipswich portfolio is
currently on Rating Watch Negative.

Argon Series 102 is a leveraged super senior transaction
synthetically referencing the class A-1 notes of Ipswich.  At
close, proceeds from the issuance of the $125 million Argon Series
102 notes were used to collateralize a CDS between Argon and MLI.  
The rating of the Argon Series 102 notes addresses the likelihood
that investors will receive full and timely payments of interest,
pursuant to the transaction's governing documents, as well as the
stated balance of principal by the legal final maturity date.


ARROW SPEED: U.S. Trustee Sets 341(a) Meeting for October 27
------------------------------------------------------------
The United States Trustee for the Western District of Missouri
will convene a meeting of creditors of Arrow Speed Warehouse Inc.
and its debtor-affiliate Streetside Auto LLC at 1:30 p.m., on Oct.
27, 2008, at the U.S. Courthouse in Room 2110A at 400 E 9th St. in
Kansas City, Missouri.

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

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

Headquartered in Kansas City, Kansas, Arrow Speed Warehouse Inc.
-- http://www.arrow-speed.com/-- sells motor vehicle parts.  The  
company and its affiliate Streetside Auto LLC filed for Chapter 11
protection on Sept. 21, 2008 (Bankr. W.D. Mo. Case Nos. 08-50698
and 08-50699). Scott J. Goldstein, Esq., at Spencer Fane Britt &
Browne LLP, represents the Debtors.  When the Debtors filed for
protection from their creditors, they listed assets and debts of
between $10 million to $50 million, each.


ARROW SPEED: U.S. Trustee Forms Seven-Member Creditors' Committee
-----------------------------------------------------------------
Nancy J. Gargula, the U.S. Trustee for Region 10 formed the
Official Committee of Unsecured Creditors of Arrow Speed
Warehouse, Inc., with seven members, consisting of:

   1) K & N Engineering, Inc.
      P.O. Box 1329
      1455 Citrus Street
      Riverside, California 92502
      Telephone: (951) 826-4123
      Telecopier: (951) 826-4022
      Email: jeanf@knfilters.com
      Contact: Jean A. Franks

   2) Westin Automotive Products, Inc.
      5200 W. Irwindale Ave, Ste. 220
      Irwindale, California 91706
      Telephone: (626) 960-6762
      Telecopier: (626) 337-3651
      Email: esmith@westinautomotive.com
      Contact: Eric Smith

   3) Hypertech, Inc.
      3215 Appling Road
      Bartlett, Tennessee
      Telephone: (901) 481-8800
      Telecopier: (901) 273-8307
      Email: afaulk@hypertech.com
      Contact: Amy Faulk or Jim Brumley

   4) Autotronic Controls Corporation, Inc.
      1490 Henry Brennan Drive
      El Paso, Texas 79936
      Telephone: (915) 345-4115
      Email: jbeltrame@msdignition.com
      Contact: James M. Beltrame

   5) Mickey Thompson Tires
      4600 Prosper Drive
      Stow, OH 44224
      Telephone: (330) 928-9092 x3128
      Telecopier: (330) 928-0503
      Email: cperkins@mickeythompsontires.com
      Contact: Caroline S. Perkins

   6) Aries Automotive Accessories Inc.
      P.O. Box 1687
      Lomita, California 90717
      Telephone: (310) 784-1011
      Telecopier: (310) 784-1018
      Email: infor@ariesoffroad.com
      Contact: Christopher Hevener

   7) Holley Performance Products
      1801 Russellville Road
      Bowling Green, Kentucky
      Telephone: (270) 745-9595
      Telecopier: (270) 843-1988
      Email: stevennikitas@holley.com
      Contact: Steven Nikitas

Headquartered in Kansas City, Kansas, Arrow Speed Warehouse Inc.
-- http://www.arrow-speed.com/-- sells motor vehicle parts.  The  
company and its affiliate Streetside Auto LLC filed for Chapter 11
protection on Sept. 21, 2008 (Bankr. W.D. Mo. Case Nos. 08-50698
and 08-50699). Scott J. Goldstein, Esq., at Spencer Fane Britt &
Browne LLP, represents the Debtors as counsel.  When the Debtors
filed for protection from their creditors, they listed assets and
debts of between $10 million and $50 million, each.


ASARCO LLC: AMC Says Southern Copper Acquisition Caused No Damages
------------------------------------------------------------------
In an Oct. 7, 2008, hearing before the United States District
Court for the Southern District of Texas, Brownsville Division,
Americas Mining Corporation, a subsidiary of Grupo Mexico, S.A.B.
de C.V., presented oral arguments stating that, based on the
evidence presented at trial, AMC did not cause any damage to
ASARCO LLC's creditors when it acquired 54.2% of Southern Copper
Corporation from ASARCO in 2003.

ASARCO continues to insist on return of the SCC stock as a
remedy arising out of this transaction because the Court had
earlier determined that AMC hindered and delayed certain ASARCO
creditors.  AMC argued, however, that ASARCO cannot meet its
burden of proof as to any damages caused to ASARCO or its
creditors because AMC has proposed a bankruptcy plan that would
pay all creditors in full such that ASARCO and its creditors
have no standing to pursue any remedies.  AMC furthered argued
that because reasonably equivalent value was paid, there could
be no economic damage.  If the court agrees, there would be no
material adverse economic impact on AMC or Grupo Mexico.

AMC also argued that under the Court's equitable powers, it
must not allow the environmental and asbestos claimants to
recover anything more than the actual value of their allowed
claims in bankruptcy. Under the competing bankruptcy plan
supported by ASARCO, these creditors would obtain a tremendous
windfall should the court order return of the SCC stock or the
value of the stock.  For these reasons, AMC asked the Court to
take these factors into consideration in its determination of
remedies for its final judgment.

Throughout the Chapter 11 proceedings, ASARCO and these two
classes of creditors have systematically refused through an
estimation procedure in the bankruptcy court to determine the
amount of the liabilities and furthermore have denied AMC the
opportunity to have an effective voice in repeated efforts to
settle these claims. To the contrary, it appears that ASARCO has
promoted a plan with the motivation to strip AMC of its equity
interest in ASARCO.

AMC also expressed that it will pursue all legal remedies to
prevent any such windfall.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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

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

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


ASPEN INVESTMENT: Case Summary & Two Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Aspen Investment Company, L.L.C.
        36 Bakerton Road
        Harpers Ferry, W. Virginia 25425

Bankruptcy Case No.: 08-51140

Chapter 11 Petition Date: October 9, 2008

Court: Western District of North Carolina (Wilkesboro)

Judge: J. Craig Whitley

Debtor's Counsel: Richard M. Mitchell, Esq.
                  rmmatty@mitchellculp.com
                  Mitchell & Culp, PLLC
                  1001 Morehead Square Drive, Suite 330
                  Charlotte, NC 28203
                  Tel: (704) 333-0630
                  Fax: (704) 333-4975

Estimated Assets: unstated

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Lake Norman Surveying          Trade             $49,393
& Mapping                       
137-C Jennings Rd.              
Statesville, NC 28625
Tel: (704) 876-4450         
                     
Wetland and Natural Resources  Trade             $5,250
Cons.                          
P.O. Box 882                   
Canton, NC 28716               
Tel: (828) 648-8801


ATHEROGENICS INC: Bankruptcy Filing Cues Nasdaq to Delist Stocks
----------------------------------------------------------------
AtheroGenics, Inc., received notification from the Nasdaq Stock
Market indicating that the staff of the Nasdaq Stock Market had
determined, in accordance with NASDAQ Marketplace Rules 4300,
4450(f) and IM-4300, that the company's common stock should be
delisted from the Nasdaq Global Market in light of the Company's
filing under Chapter 11 of the United States Bankruptcy Code.
Trading in the Company's common stock on the Nasdaq Global Market
will be suspended at the opening of business on October 14, 2008.
The Company expects that its common stock will continue to trade
on the over-the-counter market or the Pink Sheets.

                       About AtheroGenics

Based 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.

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.

The Troubled Company Reporter reported on Sept. 17, 2008, that
noteholders filed on Sept. 15, 2008, a petition with the U.S.
Bankruptcy Court for the Northern District of Georgia to place
AtheroGenics in Chapter 7 bankruptcy.

The petitioning noteholders are:

   -- 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.

As reported by the Troubled Company Reporter on Oct. 9, 2008 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.


ATHEROGENICS INC: Wants Hiring and Retentions Approved
------------------------------------------------------
BankruptcyData.com reports that AtheroGenics, Inc., asked the U.S.
Bankruptcy Court for the Northern District of Georgia for
authority to retain Administar Services Group as claims, noticing
and balloting agent, Paul, Hastings, Janofsky & Walker as special
counsel for independent board members, Merriman Curham Ford & Co.
as investment banker and financial advisor, and King & Spalding as
legal assistant.

Administar Services Group's professionals, from administrative  
staff, operations staff and call center attendants to president
and senior vice-president will be compensated with hourly rates
ranging from $35 to $215.

Paul, Hastings, Janofsky & Walker's partners will be compensated
with hourly rates ranging from $745 to 825.

Merriman Curham Ford & Co. will be compensated with a $50,000
advisory fee and a completion fee.

King & Spalding's legal assistants will be compensated with hourly
rates ranging from $145 to $350 and its attorneys will be
compensated with hourly rates ranging from $240 to $875.

                        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.


ATLANTIC WINE: Antonio Treminio Replaces Adam Mauerberger as CEO
----------------------------------------------------------------
Atlantic Wine Agencies Inc. disclosed in a Securities and Exchange
Commission filing that on Oct. 6, 2008, Adam Mauerberger resigned
as a member of the company's Board of Directors and as President,
Chief Executive Officer and Chief Financial Officer.

The resignations of Mr. Mauerberger were not the result of any
disagreement with the company on any matter relating to the
company's operations, policies or practices.

Atlantic Wine also disclosed that effective Oct. 6, 2008, its
Board of Directors appointed Antonio Treminio as director and as
the company's President, Chief Executive Officer and Chief
Financial Officer, filling the vacancies that existed as a result
of Mr. Mauerberger's resignation.

The appointments of Mr. Treminio were not pursuant to any
agreement or understanding between Mr. Treminio and any third
party.  

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 25, 2008,
Meyler & Company, LLC, in Middletown, N.J., expressed substantial
doubt about Atlantic Wine Agencies Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended March 31, 2008.  

The auditing firm disclosed that the company has incurred
cumulative losses of $8,511,289 since inception, has negative
working capital of $2,013,073, and has existing uncertain
conditions the company faces relative to its ability to obtain
capital and operate successfully.

At June 30, 2008, the company has an accumulated deficit of
$8,805,979 and a negative working capital of $1,525,556.

                       About Atlantic Wine

Based in Somerset West, South Africa, Atlantic Wine Agencies Inc.
(OTC BB: AWNA.OB) -- http://www.atlanticwineagencies.com/-- was    
incorporated in the State of Florida as New England Acquisitions,
Inc., on April 8, 2001.  On Jan. 13, 2004, the company changed its
name to Atlantic Wine Agencies.  The company, through its two
wholly owned subsidiaries, Mount Rozier Estates (Pty) Limited and
Mount Rozier Properties (Pty) Limited, owns a vineyard in the
Stellenbosch region of Western Cape, South Africa.  The vineyard
and surrounding properties consist of 80.9 hectares of arable land
for viticultural as well as residential and commercial purposes.


ATLANTIC WINE: Sells Mount Rozier Units to Fairhurst Properties
---------------------------------------------------------------
Atlantic Wine Agencies Inc. disclosed in a Securities and Exchange
Commission filing it has entered into a Split-Off Agreement with
Fairhurst Properties, S.A. to take effect immediately.

The agreement provides for the "Split-Off" of all of its interests
in Mount Rozier Properties (Pty) Ltd. and Mount Rozier Estates
(Pty) Ltd.  These two former subsidiaries own and operate all the
assets of the company's now former business including a vineyard
in the Stellenbosch region of Western Cape, South Africa
consisting of 70.9 hectares of arable land for viticultural as
well as residential and commercial purposes.

In exchange for the interests in these two subsidiaries, with
assets of approximately $2,123,688, as of June 30, 2008, Fairhurst
Properties will forgive debt of approximately $350,000 and assume
liabilities of approximately $1,520,276, as of June 30, 2008.  

As part of the Split-Off and the assumption of the subsidiaries'
liabilities, the company will transfer to Fairhurst its interest
in intercompany loans and all amounts owed by the subsidiaries to
the company including, but not limited to, loans in the amount of
approximately R12,521,900, or $1,615,729, (as of March 31, 2008)
to Mount Rozier Properties (Pty) Limited and approximately
R8,500,431, or $ 1,096,829, (as of March 31, 2008) to Mount Rozier
Estates (Pty) Limited.  

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 25, 2008,
Meyler & Company, LLC, in Middletown, N.J., expressed substantial
doubt about Atlantic Wine Agencies Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended March 31, 2008.  

The auditing firm disclosed that the company has incurred
cumulative losses of $8,511,289 since inception, has negative
working capital of $2,013,073, and has existing uncertain
conditions the company faces relative to its ability to obtain
capital and operate successfully.

At June 30, 2008, the company has an accumulated deficit of
$8,805,979 and a negative working capital of $1,525,556.

                       About Atlantic Wine

Based in Somerset West, South Africa, Atlantic Wine Agencies Inc.
(OTC BB: AWNA.OB) -- http://www.atlanticwineagencies.com/-- was    
incorporated in the State of Florida as New England Acquisitions,
Inc., on April 8, 2001.  On Jan. 13, 2004, the company changed its
name to Atlantic Wine Agencies.  The company, through its two
wholly owned subsidiaries, Mount Rozier Estates (Pty) Limited and
Mount Rozier Properties (Pty) Limited, owns a vineyard in the
Stellenbosch region of Western Cape, South Africa.  The vineyard
and surrounding properties consist of 80.9 hectares of arable land
for viticultural as well as residential and commercial purposes.


ATLANTIC WINE: Lusierna Asset Acquires 50% Equity Stake
-------------------------------------------------------
Atlantic Wine Agencies Inc. disclosed in a Securities and Exchange
Commission filing that Lusierna Asset Management Ltd. has obtained
a controlling interest in the company's common shares.

Lusierna is an affiliate of Antonio Treminio who has become the
company's new sole director and President, Chief Executive
Officer, and Chief Financial Officer.

Lusierna obtained an interest in approximately 50% of the
company's common stock pursuant to a Stock Purchase Agreement
between Lusierna, and Sapphire Development Ltd., Crayson
Properties Ltd. and Fairhurst Properties S.A .  Under the Share
Purchase Agreement, the Sellers sold 2,310,086 shares of the
company's common stock in exchange for $200,000.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 25, 2008,
Meyler & Company, LLC, in Middletown, N.J., expressed substantial
doubt about Atlantic Wine Agencies Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended March 31, 2008.  

The auditing firm disclosed that the company has incurred
cumulative losses of $8,511,289 since inception, has negative
working capital of $2,013,073, and has existing uncertain
conditions the company faces relative to its ability to obtain
capital and operate successfully.

At June 30, 2008, the company has an accumulated deficit of
$8,805,979 and a negative working capital of $1,525,556.

                       About Atlantic Wine

Based in Somerset West, South Africa, Atlantic Wine Agencies Inc.
(OTC BB: AWNA.OB) -- http://www.atlanticwineagencies.com/-- was    
incorporated in the State of Florida as New England Acquisitions,
Inc., on April 8, 2001.  On Jan. 13, 2004, the company changed its
name to Atlantic Wine Agencies.  The company, through its two
wholly owned subsidiaries, Mount Rozier Estates (Pty) Limited and
Mount Rozier Properties (Pty) Limited, owns a vineyard in the
Stellenbosch region of Western Cape, South Africa.  The vineyard
and surrounding properties consist of 80.9 hectares of arable land
for viticultural as well as residential and commercial purposes.


AURORA OIL: BNP Paribas, et al., to Impose Default Interest Rates
-----------------------------------------------------------------
Aurora Oil & Gas Corporation provided an update of its activities
and interactions with its lending relationships.

                     Receipt of Default Notices

On Oct. 3, 2008, Aurora received a Notice of Default from BNP
Paribas with respect to its Senior Secured Credit Facility.
Also, on Oct. 6, 2008, Aurora received a Notice of Default
from Laminar Direct Capital, L.L.C. with respect to its Second
Lien Term Loan.  The company had received waivers and a
forbearance and standstill agreement which ended in August.  In
the Notices, the banks informed Aurora that it is now subject to a
default interest rate equal to a 2% increase over its existing
rates, in accordance with the credit agreements.

Though it is the Senior Secured lender's right to immediately
accelerate collection under the credit agreement, these notices
do not indicate any such intention.  The company's banks have
verbally indicated their desire to informally standstill as
Aurora pursues strategic asset divestitures.  The company cannot
provide any assurance that this arrangement will continue in the
future.

"No one better understands the implications of the existing
economic and credit conditions than those in our bank groups,"
Mr. Deneau commented.  "We continue to keep our banks informed
of our efforts and believe they are willing to work with our
company to find an equitable solution to our financial situation."

A full-text copy of the default notice is available for free at
http://ResearchArchives.com/t/s?33c4

                   Sale of Oklahoma Project Area

Effective Sept. 15, 2008, Aurora Oil completed the sale of
approximately 33,000 net acres, representing its entire Woodford
shale position, for cash and other consideration valued in excess
of $15 million.  The transaction was completed with a private
operator, Presidium Energy, LC, which had been working to
purchase the project from Aurora for several months.  During
that time period, Presidium made a $2 million non-refundable
payment for the acreage and paid over $1 million of obligations
to Aurora's operating partner in Oklahoma.  At closing,
Presidium made an additional $1 million cash payment and
provided a promissory note in the amount of $12 million.  In
addition, Presidium assisted in negotiating a resolution to the
lawsuit between Aurora and its operating partner, which led to
a dismissal of the litigation, with prejudice.

The promissory note is due in 2 years and requires monthly
interest payments at a rate of 9% annually.  Nearly 32,000
acres that were sold remain encumbered by the note as security
or the $12 million payment.  As Presidium requests release of
additional acreage to pursue further drilling activities, it must
make pro rata principal payments for the net acres included in
each new drilling unit.  In addition, Aurora receives a 3%
overriding royalty interest in the acreage conveyed by this
transaction, as well as certain other acreage owned by
Presidium in the same development location.  In aggregate, the
acreage position on which the ORRI is effective totals
approximately 67,000 net acres.

"Completing this transaction creates a winning solution for all
parties involved," William W. Deneau, chief executive officer,
commented.  It generates greater proceeds for the property than
were originally anticipated and extinguishes the litigation
associated with our joint venture partner in that project area.
This is an ideal resolution to a risky and unproductive asset in
our portfolio.  Going forward, our 3% overriding royalty
interest will allow us to participate in what could be a
tremendous upside while eliminating downside risk to our
enterprise."

                 Remaining Assets for Development

The company's remaining assets include its producing natural gas
properties and undeveloped acreage in the Antrim shale, producing
oil properties and undeveloped acreage in northern Texas,
approximately 440,000 net acres in the New Albany shale, and
various interests in prospective development areas, as the ORRI
in the subject properties sold in the transactions.

              Receipt of Notice of Early Termination

On Aug. 20, 2007, Aurora established an ISDA master trading
agreement with BNP, which allowed the company to hedge certain
natural gas and interest rate exposures, but not be subject to
cash margining if the exposures were detrimental to Aurora.  The
ISDA agreement provided that upon an event of default, BNP could
terminate the agreement and unwind all derivatives held under
the agreement. On September 30, 2008, BNP provided Aurora with
a Notice of Early Termination.

Under this Notice, all hedges - natural gas and interest rate -
were terminated.  The settlement amount of the termination
amounted to a loss of $2.2 million, $600 thousand for natural
gas derivatives and $1.6 million for interest rate derivatives.
At present, the company does not intend to hedge its natural gas
or interest rate exposures.  This is subject to change at any
time.

                      About Aurora Oil & Gas

Based in Traverse City, Michigan, Aurora Oil & Gas Corporation
(Amex: AOG) -- http://www.auroraogc.com/-- is an independent   
energy company focused on unconventional natural gas exploration,
acquisition, development and production with its primary
operations in the Antrim Shale of Michigan, the New Albany Shale
of Indiana and Kentucky, and the Woodford Shale of Oklahoma.


AUTONATION INC: Closes Power Pontiac as Part of Consolidation
-------------------------------------------------------------
The Arizona Republic reports that Autonation Inc.'s senior vice
president Marc Cannon said that the company has closed down its  
Power Pontiac/Buick/GMC store at 6640 E. McDowell Road, as part of
its agreement with General Motors Corp. to consolidate stores.

According to The Arizona Republic, AutoNation also closed Power
Chevrolet at 2646 West Camelback Road in Phoenix.  "It's all part
of a consolidation plan that GM rolled out, to reduce the number
of dealerships in the market," the report quoted Mr. Cannon as
saying.

The Arizona Republic relates that Mr. Cannon said that the closed
stores had 75 to 85 employees between them, and 40 to 50 of those
workers will move to AutoNation's 12 other Valley locations,
others have requested transfers to dealerships in other parts of
the country, and some have been laid off.  AutoNation will make
arrangements with GM for the dealerships' inventory of cars and
trucks, the report states, citing Mr. Cannon.

The Arizona Republic states that these three Motor Mile
dealerships of Power Chevrolet remain open:

     -- Power Subaru,
     -- Power Chrysler/Jeep, and
     -- Power Isuzu/Hyundai.

                     About General Motors

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

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

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

                      About AutoNation

AutoNation, headquartered in Fort Lauderdale, Florida, is the
largest automotive retailer in the U.S.  It has 325 new vehicle
franchises in 16 states.  Revenue for the twelve months ended
September 2007, approximated $17.9 billion.

As reported in the Troubled Company Reporter on Nov. 21, 2007,
Moody's Investors Service affirmed AutoNation's Ba1 corporate
family rating and probability of default rating, assigned a Ba2
rating to the amended credit facility ($700 million revolver and
$600 million term loan) and affirmed the Ba2 ratings on the senior
unsecured floating and fixed rate notes.  Moody's said that the
rating outlook is stable.


AVENTINE RENEWABLE: S&P's Rating Unmoved by Late Plant Completion
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' long-term
corporate credit rating and negative outlook on ethanol producer
Aventine Renewable Energy Holdings Inc. remain unchanged after the
company announced that completion of its Aurora West facility will
be delayed until the second quarter of 2009 from the first
quarter.  In addition, shareholders of Nebraska Energy Cooperative
Inc. approved Aventine's previously announced purchase of the
balance of NEC's 21.6% interest in Nebraska Energy LLC.  Aventine
will be the sole equity owner of the existing Aurora plant once
the transaction closes. Standard & Poor's expected these
developments and included them in S&P's previous analysis.

There are no penalties for the construction delay, and the fixed
price-turn key contract will remain unchanged in all other
respects.  At present, management still plans for the Mt. Vernon
facility to be completed in the first quarter of 2009.  Aventine
expects the delay at Aurora to reduce its burn rate, and is
consistent with the scenario S&P contemplated in its Sept. 9, 2008
research update where a minimum 88-cent crush spread would be
required to fund construction costs at the two plants through June
2009.  If operations at the Mt. Vernon plant begin in the first
quarter of 2009, Aventine's production base would increase and the
minimum required crush spread per gallon could decline.

By acquiring NEC's 21.6% interest in Nebraska Energy LLC for 1
million shares of common stock, Aventine takes sole ownership of
the existing Aurora plant and increases the nameplate production
of its equity interests by about 10 million gallons per year, or
5%.  S&P's previous analysis incorporated this expected increase
in equity production and is in line with the recent operating
history Aventine has reported on a consolidated basis.


BAKERS FOOTWEAR: Hikes September Comparable Store Sales by 4.1%
---------------------------------------------------------------
Bakers Footwear Group, Inc., disclosed in a Securities and
Exchange Commission filing that for the five-week period ended
Oct. 4, 2008, comparable store sales (sales for stores open at
least one year or more) increased 4.1%, compared to a decrease of
17.6% for the five-week period ended Oct. 6, 2007.  Net sales for
the five-week September 2008 period increased 1.6% to $15.2
million, compared to the same period last year.

For the nine-week period ended Oct. 4, 2008, comparable store
sales increased 3.7%, compared to a decrease of 16.1% in the nine-
week period ended Oct. 6, 2007.  Net sales for the nine-week
period increased 1.4% to $27.6 million, compared to the comparable
nine-week period in 2007.

Peter Edison, Chairman and Chief Executive Officer of Bakers
Footwear Group commented, "We are pleased to continue our positive
momentum and report a four percent increase in September
comparable store sales.  We attribute our performance in a
difficult economy to the strong acceptance of our fall fashion
with sales accelerating significantly in the second half of the
month and improved regular price selling.  Our sales were solid
across categories with particular strength in dress shoes, boots
and branded athletics and based on our upcoming deliveries we
expect this favorable trend from the latter part of September to
continue for the remainder of the year.  As such, we continue to
believe we are positioned to achieve improved operating results
for the balance of the year.  We continue to believe that we have
adequate liquidity to execute our business plan and expect to
remain in compliance with all of our financial covenants
throughout the remainder of fiscal 2008."  

                      About Bakers Footwear

Based in St. Louis, Mo., Bakers Footwear Group Inc. (Nasdaq: BKRS)
-- http://www.bakersshoes.com/-- is a national, mall-based,     
specialty retailer of distinctive footwear and accessories for
young women.  The company's merchandise includes private label and
national brand dress, casual and sport shoes, boots, sandals and
accessories.  The company currently operates over 240 stores
nationwide.  

At May 3, 2008, the company's balance sheet showed $71.4 million
in total assets, $51.4 million in total liabilities, and roughly
$20.0 million in total stockholders' equity.

                       Going Concern Doubt

Ernst & Young LLP, in St. Louis, Missouri, expressed substantial
doubt about Bakers Footwear Group Inc.'s ability to continue as a
going concern after auditing the company's financial statements
for the years ended Feb. 2, 2008, and Feb. 3, 2007.  The auditing
firm reported that the company has incurred substantial losses
from operations in recent years.  In addition, the company is
dependent on its various debt agreements to fund its working
capital needs.  The debt agreements contain certain financial
covenants with which the company must comply, and compliance
cannot be assured.  

The company  posted a net loss of $2,261,710 for the 13 weeks
ended Aug. 2, 2008, on net sales of $43,568,099.

As of Aug. 2, 2008, the company's balance sheet showed total
assets of $65,466,041, total liabilities of $47,459,802, and total
shareholders' equity of $18,006,239.


BANC OF AMERICA: Fitch Puts 'CCC/DR1' Rating to $11.9MM Certs.
--------------------------------------------------------------
Fitch Ratings downgraded and assigned a Distressed Recovery rating
to the class of Ban of America Commercial Mortgage Securities,
Inc.'s mortgage pass-through certificates, series 2007-2, as:

  -- $11.9 million class Q to 'CCC/DR1' from 'B-'.

In addition, Fitch affirmed and assigned outlooks to these
classes:

  -- $49.2 million class A-1 at 'AAA' Outlook Stable;
  -- $753 million class A-2 at 'AAA' Outlook Stable;
  -- $55 million class A-2FL at 'AAA' Outlook Stable;
  -- $162.6 million class A-3 at 'AAA' Outlook Stable;
  -- $61 million class A-AB at 'AAA' Outlook Stable;
  -- $602 million class A-4 at 'AAA' Outlook Stable;
  -- $527.7 million class A-1A at 'AAA' Outlook Stable;
  -- $317.3 million class A-M at 'AAA' Outlook Stable;
  -- $153.8 million class A-J at 'AAA' Outlook Stable;
  -- $100 million class A-JFL at 'AAA' Outlook Stable;
  -- Interest only class XW at 'AAA' Outlook Stable;
  -- $15.9 million class B at 'AA+' Outlook Stable;
  -- $47.6 million class C at 'AA' Outlook Stable;
  -- $31.7 million class D at 'AA-' Outlook Stable;
  -- $15.9 million class E at 'A+' Outlook Stable;
  -- $27.8 million class F at 'A' Outlook Stable;
  -- $27.8 million class G at 'A-' Outlook Stable;
  -- $43.6 million class H at 'BBB+' Outlook Stable;
  -- $35.7 million class J at 'BBB' Outlook Stable;
  -- $35.7 million class K at 'BBB-' Outlook Stable;
  -- $15.9 million class L at 'BB+' Outlook Stable;
  -- $7.9 million class M at 'BB' Outlook Stable;
  -- $15.9 million class N at 'BB-' Outlook Negative;
  -- $4 million class O at 'B+' Outlook Negative;
  -- $4 million class P at 'B' Outlook Negative.

The $39.7 million class S is not rated by Fitch.

The downgrade of class Q is due to projected losses on the
specially serviced loans.

The rating affirmations are the result of stable performance since
issuance in June 2007.  Classes N through P have been assigned
negative outlooks due to the potential future decline in credit
enhancement in connection with the loans of concern.  The outlooks
reflect likely rating changes over the next one to two years.  As
of the September 2008 remittance, the transaction has paid down
0.3% to $3.162 billion from $3.173 billion at issuance.

Fitch has identified 13 loans of concern (4.4%), six of which are
specially serviced (2.1%).  Potential losses would be absorbed by
the non-rated class S.  At the time of the last review, the
servicer had not established a workout plan for the largest and
third largest specially serviced loans.  Currently, the servicer
is proceeding with foreclosure on both assets.

The largest specially serviced asset (0.7%) is a 258-unit
multifamily property in Las Vegas, Nevada.  The loan is 60+ days
delinquent and the borrower indicated that the delinquency is due
to an increase in vacancy and expenses.

The second largest specially serviced asset (0.6%) is secured by
an office building in Eagan, Minnesota.  The property serves as
the headquarters for Buffets, Inc., which filed for bankruptcy in
January 2008.  According to the special servicer, Buffets has
renegotiated their lease term and rate, but will remain in
occupancy at the property.

The third largest specially serviced loan (0.3%) is secured by a
multifamily property located in Reno, Nevada.  The property has
suffered from a decline in occupancy and is 90+ days delinquent.

At issuance, there were three loans in the top 10, One Park Avenue
(5.9%), 575 Lexington (5.1%), and 200 West 57th Street (2.9%),
that were in the process of stabilizing.  While the loans continue
to have servicer-reported year-end 2007 debt-service coverage
ratios less than 1.0 times, Fitch has reviewed the updated
occupancy, reserve expenditure, and cash flow information for
these loans and has determined that they are in-line with the
stabilization schedule set forth at issuance.  Fitch will continue
to monitor these loans.

The Harlem River Yard industrial/warehouse complex (0.9%)
maintains its investment-grade shadow rating.  Servicer-reported
weighted average occupancy as of year-end 2007 was 100% with a
DSCR of 2.07x.


BANC OF AMERICA: Fitch Affirms Certs. Ratings & Assigns Outlooks
----------------------------------------------------------------
Fitch Ratings has affirmed and assigned Outlooks to Banc of
America Commercial Mortgage Securities, Inc.'s mortgage pass-
through certificates, series 2007-3, as:

  -- $47.4 million class A-1 at 'AAA'; Outlook Stable;
  -- $334 million class A-2 at 'AAA'; Outlook Stable;
  -- $150 million class A-2FL at 'AAA'; Outlook Stable;
  -- $133 million class A-3 at 'AAA'; Outlook Stable;
  -- $78.9 million class A-AB at 'AAA'; Outlook Stable;
  -- $1 billion class A-4 at 'AAA'; Outlook Stable;
  -- $50 million class A-5 at 'AAA'; Outlook Stable;
  -- $647.6 million class A-1A at 'AAA'; Outlook Stable;
  -- Interest-only class XW at 'AAA'; Outlook Stable;
  -- $116.6 million class A-M at 'AAA'; Outlook Stable;
  -- $100 million class A-MF at 'AAA'; Outlook Stable;
  -- $135 million class A-MFL at 'AAA'; Outlook Stable;
  -- $241.7 million class A-J at 'AAA'; Outlook Stable;
  -- $35.2 million class B at 'AA+'; Outlook Stable;
  -- $48.3 million class C at 'AA'; Outlook Stable;
  -- $26.4 million class D at 'AA-'; Outlook Stable;
  -- $26.4 million class E at 'A+'; Outlook Stable;
  -- $35.2 million class F at 'A'; Outlook Stable;
  -- $30.8 million class G at 'A-'; Outlook Stable;
  -- $48.3 million class H at 'BBB+'; Outlook Stable;
  -- $35.2 million class J at 'BBB'; Outlook Stable;
  -- $43.9 million class K at 'BBB-'; Outlook Stable;
  -- $26.4 million class L at 'BB+'; Outlook Stable;
  -- $4.4 million class M at 'BB'; Outlook Stable;
  -- $17.6 million class N at 'BB-'; Outlook Negative;
  -- $4.4 million class O at 'B+'; Outlook Negative;
  -- $8.8 million class P at 'B'; Outlook Negative;
  -- $13.2 million class Q at 'B-'; Outlook Negative.

Fitch does not rate the $57.1 million class S.

The affirmations are the result of stable performance since
Fitch's last review in August 2008.  Classes N through Q have been
assigned Negative Outlooks due to potential declines in credit
enhancement.  Rating outlooks reflect likely rating changes over
the next one to two years.

As of the September 2008 distribution date, the pool's certificate
balance has decreased 0.1% to $3.51 billion from $3.52 billion at
issuance.  There have been no delinquencies or specially serviced
loans since issuance; 115 loans (94.7%) are interest-only or
partial interest-only.

Fitch has identified 10 Loans of Concern (7.9%), including one
top-10 loan, Second & Seneca (5%), secured by a 497,271 square
foot office building in Seattle, Washington.  The property is in
the process of stabilizing, with a servicer-reported June 2008
debt service coverage ratio of 0.83 times compared to an
underwritten level of 1.28x.  The loan does not have any reserves
and is scheduled to mature in May 2017.  Reported June 2008
occupancy was 93.4%, a slight decline from issuance.

The largest loan, Presidential Towers (9.3%), is collateralized by
four interconnected, 50-story apartment towers located in downtown
Chicago, Illinois.  Servicer-reported June 2008 DSCR and occupancy
was 1.04x and 90.3%, respectively.  Occupancy at issuance was
92.5%.  The loan currently has over $10 million in reserves to
cover debt service and capital expenditures.

The second-largest loan, Renaissance Mayflower Hotel (5.7%), is
secured by a 657 key full-service hotel located in Washington,
D.C. Servicer reported trailing 12-month occupancy was 72% as of
June 2008, compared to 73.9% at issuance.

The third-largest loan, One Park Avenue (5.3%), is secured by an
office property in Manhattan and is in the process of stabilizing.  
The loan is pari passu with the A-1 note securitized in BACM
2007-2.  Fitch has reviewed the updated occupancy, reserve
expenditure, and cash flow information has determined that they
are in-line with the stabilization schedule set forth at issuance.
Fitch will continue to monitor the loan.

1001-1007 Third Avenue, located in Manhattan (0.4%), maintains its
investment-grade shadow rating.  The loan is secured by a two-
story single-tenant building of 13,149 sf and is currently
occupied by a three-screen movie theater.


BANCRPH LP: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: Bancrph, L.P.
        5151 Flynn Ave., Suite 308
        Corpus Christi, TX 78413

Bankruptcy Case No.: 08-20558

Chapter 11 Petition Date: October 3, 2008

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: William Arthur Whittle, Esq.
                  ecf@whittlelawfirm.com
                  Attorney at Law William Arthur Whittle
                  5151 Flynn Pkwy, Suite 308
                  Corpus Christi, TX 78411
                  Tel: (361) 887-6993
                  Fax: (361) 887-6999

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/txsb08-20558.pdf


BARNERT HOSPITAL: Creditors Sue Counsel for Conflict of Interest
----------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the Official
Committee of Unsecured Creditors of Nathan and Miriam Barnert
Memorial Hospital Association, doing business as Barnert Hospital,
sued Debtor's counsel McCarter & English, LLP, demanding that the
Firm should pay back $1.3 million in fees on account of an
undisclosed conflict of interest.

The Committee, according to the report, said that the Firm worked
on two bond offerings for the Debtor's competitor, the only other
major acute-care hospital in Paterson, New Jersey, since the
bankruptcy filing in August 2007.

The Committee, according to the report, says that it learned about
the alleged conflict in April 2008 and that the Firm didn't make
required disclosure about representing the other hospital until
directed by the Court in May.

The Debtor closed down, according to the report.  The Committee,
according to the report, says that the Firm's advice to halt
operations benefited its other client.

Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital -- http://www.barnerthospital.com/-- owns  
and operates a 256 bed general acute care community hospital
located at 680 Broadway in Paterson, New Jersey.  The company
filed for chapter 11 protection on Aug. 15, 2007 (Bankr. D. N.J.
Case No.07-21631).  David J. Adler, Esq., at McCarter & English,
LLP, represents the Debtor in its restructuring efforts.  Warren
J. Martin Jr., Esq. and John S. Mairo, Esq., at Porzio Bromberg &    
Newman, P.C., represent the Official Committee of Unsecured
Creditors in this case.  Donlin Recano & Company Inc. is the
Debtor's claims, noticing, and balloting agent.  The Debtor's
schedules reflect total assets of $46,600,967 and total
liabilities of $61,303,505.


BEAR STEARNS: S&P Affirms Ratings on 26 Classes of Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 26
classes of commercial mortgage pass-through certificates from Bear
Stearns Commercial Mortgage Securities Trust 2007-PWR15.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.

As of the Sept. 11, 2008, remittance report, the collateral pool
consisted of 206 loans with an aggregate trust balance of
$2.792 billion, compared with the same number of loans totaling
$2.807 billion at issuance.  The master servicers, Wells Fargo
N.A. and Prudential Asset Resources Inc., reported financial
information for 99% of the pool, 96% of which was full-year 2007
data.  Standard & Poor's calculated a weighted average debt
service coverage of 1.48x for the pool, down from 1.50x at
issuance.  There are no delinquent loans in the pool, and one loan
is with the special servicer.  The trust has not experienced any
losses to date.

The top 10 loans have an aggregate outstanding balance of
$1.111 billion (39.8%) and a weighted average DSC of 1.38x, down
from 1.50x at issuance.  The seventh-largest loan is on the
watchlist.  Standard & Poor's reviewed property inspections
provided by Wells Fargo for six of the top 10 loan exposures.  All
six were characterized as "good."

Nine loans have credit characteristics consistent with those of
investment-grade rated obligations. Standard & Poor's adjusted
values for these loans are comparable to their levels at issuance.  
The AMB-SGP L.P. Portfolio is the second-largest loan in the pool
and the largest loan with credit characteristics of an investment-
grade rated obligation.  The AMB-SGP L.P. Portfolio loan has a
trust balance of $156.0 million and whole-loan balance of
$301.0 million.  The whole loan consists of $196 million A note
that was split into two pari passu pieces: a $156 million fixed
rate A-1 note is included in the trust, and a $40.0 million
variable-rate A-2 note and a $105 million B note are held outside
of the trust.

The loan is secured by the fee interest in 20 cross-collateralized
and cross-defaulted industrial properties located in six states
and totaling 6.5 million sq. ft.  The properties were constructed
between 1957 and 1999.  Reported DSC was 2.06x as of year-end 2007
and occupancy was 91.8%. Standard & Poor's adjusted value for this
loan is comparable to its level at issuance.

None of the remaining eight loans with credit characteristics
consistent with those of investment-grade rated obligations have a
balance greater than $16 million or 0.7% of the pool.

There are six loans ($103.5 million, 3.7%), including the Summit
Place Office loan ($77.5 million) in the pool that have reported
low DSCs, two ($5.7 million) of which are credit concerns.  The
loans, which range in size from $2.6 million to $77.5 million, are
secured by a variety of property types and have experienced a
weighted average decline in DSC of 28% since issuance.  The two
loans that are credit concerns are secured by retail and
multifamily properties and have experienced a combination of
declining occupancy and higher operating expenses.  The remaining
loans have significant debt service reserves or are secured by
properties that are in various stages of lease-up.  S&P expects
the net cash flow available for debt service to improve in the
future and these loans are not credit concerns at this time.

Wells Fargo and Prudential reported a watchlist of 14 loans
($183.8 million, 6.6%).  The largest loan on the watchlist and the
seventh-largest loan in the trust is the Summit Place Office loan
($77.5 million, 2.8%).  The loan is secured by a four-story,
647,344 sq. ft., class A multi-tenant office building located in
West Allis, Wisconsin.  The property was built in 1905 and
converted into an office property in 2003.  The loan was placed on
the watchlist because of a low DSC; however, the loan has a
$2.0 million reserve.  As of March 31, 2008, the DSC was 1.0x, and
occupancy was 93.5%.  The remaining loans are on the watchlist
primarily because of low occupancy or a decline in DSC since
issuance.  None of the remaining 13 loans on the watchlist have a
balance greater than $19 million or 0.7% of the pool.

There is one loan with the special servicer, Centerline Inc.  The
Shoppes of Deerfield South loan has a total exposure of
$4.1 million (0.2%) and is secured by the fee interest in a
20,150-sq.-ft. retail property in Cincinnati, Ohio.  The year-end
2007 DSC was 1.01x.  The property is currently 57.0% occupied. The
loan was transferred to Centerline on May 27, 2008, due to payment
default.  Subsequently, the borrower has made debt service
payments through September 2008.  The loan is now current, and
Centerline will return the loan back to the master servicer.

Standard & Poor's identified 10 collateral properties in areas
affected by Hurricane Ike, none of which are on the watchlist.  
The master servicer notified us that seven (0.9% of the pool)
properties either did not sustain any damage or sustained minor
damage that is already under repair.  The master servicer could
not confirm if the remaining three (0.9% of the pool) properties
were damaged.  Standard & Poor's will review information for these
loans as it becomes available.

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

                         Ratings Affirmed
  
Bear Stearns Commercial Mortgage Securities Trust 2007-PWR15

Class    Rating             Credit enhancement
-----    ------             ------------------
A-1       AAA                     30.16%
A-2       AAA                     30.16%
A-3       AAA                     30.16%
A-AB      AAA                     30.16%
A-4       AAA                     30.16%
A-4FL     AAA                     30.16%
A-1A      AAA                     30.16%
A-M       AAA                     20.11%
A-MFL     AAA                     20.11%
A-J       AAA                     11.44%
A-JFL     AAA                     11.44%
B         AA                       9.55%
C         AA-                      8.55%
D         A                        7.16%
E         A-                       6.16%
F         BBB+                     4.78%
G         BBB                      3.77%
H         BBB-                     2.76%
J         BB+                      2.39%
K         BB                       2.14%
L         BB-                      1.76%
M         B+                       1.63%
N         B                        1.38%
O         B-                       1.13%
X-1       AAA                       N/A
X-2       AAA                       N/A


N/A -- Not applicable.


BIOJECT MEDICAL: NASDAQ to Delist Shares from Trading
-----------------------------------------------------
Bioject Medical Technologies Inc. disclosed in a Securities and
Exchange Commission filing that on Oct. 6, 2008, the Nasdaq Stock
Market said it will delist the company's common stock.

Bioject's common stock was suspended from trading on July 23,
2008, and has not traded on NASDAQ since that time.  NASDAQ file a
Form 25 with the Securities and Exchange Commission on Oct. 6,
2008, to complete the delisting.  The delisting becomes effective
10 days after the Form 25 was filed.

Trading in Bioject's common stock was transferred to the Over-the-
Counter Bulletin Board, an electronic quotation service maintained
by the Financial Industry Regulatory Authority, effective with the
open of the market on July 23, 2008. The symbol remains BJCT.

                     About Bioject Medical

Based in Portland, Oregon, Bioject Medical Technologies Inc.
(Nasdaq: BJCT) -- http://www.bioject.com/-- is a developer and      
manufacturer of needle-free injection therapy systems (NFITS).  
NFITS provide an empowering technology and work by forcing
medication at high speed through a tiny orifice held against the
skin.  This creates a fine stream of high-pressure fluid
penetrating the skin and depositing medication in the tissue
beneath.  The company is focused on developing mutually beneficial
agreements with leading pharmaceutical, biotechnology, and
veterinary companies.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 18, 2008,
Moss Adams LLP expressed substantial doubt about Bioject Medical
Technologies Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditor reported
that the company has suffered recurring losses, has had
significant recurring negative cash flows from operations, and has
an accumulated deficit.

On June 30, 2008, the company's balance sheet showed total assets
of $7.2 million and total liabilities of $5.2 million, resulting
in a $1.9 million stockholders' equity.

The company reported a net loss of $916,000 for the quarter ended
June 30, 2008, compared to last year's net loss of 979,000 for the
same period.


BOB LENC: Blames Embezzlement of Bookkeeper for Ch. 11 Bankruptcy
-----------------------------------------------------------------
William Bishop, the owner of Bob Lenc Landscaping, Inc., says the
company was forced to file for Chapter 11 bankruptcy due to the
embezzlement of a former bookkeeper and "a $4 million pit of
losses," Jeff Eckoff of DesMoinesRegister.com reports.  

Authorities accused Bonita Lathrop, 58, of embezzling more than
$500,000 by forging signatures on unauthorized checks to herself.  
Ms. Lathrop pleaded guilty and admitted taking at least $365,000.

According to the report, the company listed $3 million in assets
and nearly $7.1 million in liabilities.

Mr. Bishop, who purchased the landscaping company from the Bob
Lenc family in 1985, said he intends to pay off all his
obligations to creditors.

"If you take money that she was taking and throw it back in the
financial statements, then we've been having phenomenal years,"
said Mr. Bishop."  "It's really stressful on (employees) when you
are working your fanny off for all these years, and it looks like
you aren't making any money," he added.

Mr. Bishop said ongoing audits indicate that the total amount of
the theft may total to more than $1.5 million.

"The amount that was reported in the paper was just the starting
point," said Jeffrey Goetz, Bob Lenc's attorney.  "There's reason
to believe it was quite a bit more....The nature of the  
embezzlement is that it went on for several years, and it's almost
as if we need a forensic accountant to untangle some of it."

Court papers show that Bob Lenc owes Community State Bank
$4.4 million in loans, interest and late fees.  Its second biggest
debt is a $904,500 loan to Freedom Financial Bank.  

Based in Des Moines, Iowa, Bob Lenc Landscaping Inc. dba
Landscaping Lighting of Des Moines, operates a large retail
nursery that provides landscaping solutions and lawn care.  The
company filed for Chapter 11 relief on Sept. 2, 2008 (Bankr. S.D.
Iowa Case No. 08-03353).  Jeffrey D. Goetz, Esq., at Bradshaw,
Fowler, Proctor & Fairgrave, P.C., represents the Debtor as
counsel.  When the Debtor filed for protection from its creditors,
it listed assets of $1 million to $10 million, and debts of
$1 million to $10 million.


BRAINTECH INC: Issues Shares and Warrants to LC Providers
---------------------------------------------------------
Braintech, Inc. disclosed in a Securities and Exchange Commission
filing that on Sept. 26, 2008, it issued to certain providers of
letters of credit an aggregate of 10,375,000 common share purchase
warrants, each of which will entitle the holder to purchase one
share of its common stock at $0.30 for a period of five years.

The Company also issued on Sept. 29, 2008, an aggregate of
4,150,000 shares of Common Stock to the LC Providers.  Each LC
provider has received two shares of Common Stock and five Warrants
for each dollar of his, her or its Letter of Credit provided.
Three directors who are not interested parties to the transactions
have discussed the terms of the LC Provider Compensation and
agreed that the terms are fair, reasonable and in the best
interest of the Company and its stockholders.  

The Board unanimously approved the issuances of the shares of
Common Stock and the Warrants to the LC Providers.

On September 17, 2008, Braintech entered into a letter agreement
with Royal Bank of Canada, dated July 29, 2008, which provides for
a $250,000 revolving demand facility and a $2,405,000 non-
revolving term facility.

The Agreement supersedes and cancels the agreement between the
Company and RBC, dated November 2, 2006, and any amendments
thereto.  The loan under the 2006 RBC Agreement was originally in
the principal amount of $2,473,000, and any amount outstanding
under the 2006 RBC Agreement is deemed to be a borrowing under the
Agreement.  About $1,197,837 of principal remains outstanding.

A loan in the amount of $1,207,163 was funded to the Company under
the Term Facility and is payable in 24 equal installments of
principal and monthly accrued interest with the first payment due
on October 11, 2008.  The maturity date for the loan is July 11,
2009.  Borrowings under the Revolving Demand Facility are payable
upon demand of RBC.   

Borrowings under the Credit Facilities can be made either as Royal
Bank Prime based loans at the interest rate equal to the Royal
Bank Prime plus 0.50%; or Royal Bank US Base Rate loans at the
interest rate equal to the Royal Bank US Base Rate plus 0.50%.   
Alternatively, interest on borrowings under the Term Facility can
be calculated at LIBOR plus 1.50%.  The aggregate borrowings
outstanding under the Revolving Demand Facility and the Term
Facility cannot exceed the lesser of (1) $2,405,000 and (2)
$45,000 plus the aggregate amount of the Letters of Credit (as
defined below) provided as security for the Company's obligations
under the Agreement.   

The Credit Facilities will not be available until RBC has received
a duly executed copy of the Agreement, the Security registered, as
required, to the satisfaction of RBC, such financial and other
information or documents relating to the Company as RBC may
reasonably require, and such other authorizations, approvals,
opinions and documentation as the RBC may reasonably require.   


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

The Company's obligations under the Agreement are secured by all
personal property of the Company and its subsidiary, Braintech
Canada, Inc., and the irrevocable and unconditional standby letter
of credits, which were previously provided by certain stockholders
to RBC as security under the 2006 RBC Agreement.

The Company and RBC may agree to increase the amount available
under the Credit Facilities by up to $600,000, and any such
increase is expected to require additional Letters of Credit.

                       About Braintech Inc.

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

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

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

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

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

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 14, 2008,
Smythe Ratcliffe LLP, in expressed substantial doubt about
Braintech Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditor pointed to the
company's recurring losses from operations.


BROTMAN MEDICAL: Files Disclosure Statement in California
---------------------------------------------------------
Brotman Medical Center, Inc., submitted to the U.S. Bankruptcy
Court for the Central District of California a disclosure
statement explaining its plan of reorganization.

                        Funding for the Plan

Obligations required to be satisfied in cash under the Plan on and
after the Effective Date will be satisfied from the Reorganized
Debtor's cash on hand, the proceeds of the JHA Financing, the
proceeds of the Exit Financing, the New Value Contribution, or a
combination of the foregoing; provided that:

   (1) the proceeds of the JHA Financing may only be used to fund
       amounts owed in respect of Allowed Class 1 Claims and other
       amounts as provided for under the applicable financing
       documents with the JHA and

   (2) the proceeds of the New Value Contribution will be     
       deposited into the Creditor Trust.

Conditioned upon the receipt of all amounts from Prospect on
account of the New Value Contribution, the Debtor and the estate
shall execute the Prospect Release.

                        The JHA Financing

On April 30, 2008, the Debtor accepted a refinancing term sheet
proposed by the Los Angeles Jewish Home for the Aging.  As part of
the JHA Financing, the JHA has agreed to provide the Debtor with
up to $23 million in debtor in possession financing, which is
secured by certain of the Debtor's personal property and a
mortgage on the Debtor's hospital and certain of the Debtor's
other real property commonly referred to as the "Delmas West
Property."

                       The Exit Financing

The Exit Financing is a senior secured credit facility in an
amount up to $9,000,000, or such lesser amount as is necessary to
permit the Reorganized Debtor to continue its operations on and
after the Effective Date and satisfy the Reorganized Debtor's Plan
obligations on the Effective Date, to be provided by certain
lenders to be determined pursuant to Exit Financing Documents.  
The Exit Financing will:

   (i) be secured by a senior lien against some or all if
       Brotman's accounts receivable, provided that to the extent
       necessary to obtain such financing, such financing may be
       secured by a senior lien against certain other unencumbered
       property of Brotman,

  (ii) have a term of a length to be negotiated, and

(iii) contain commercially reasonable terms.

                          The Prime Claim

On April 1, 2008, Prime Healthcare Services Los Angeles, LLC
purchased the claims of CapitalSource Finance LLC.  The claims
purchased by Prime include:

   (1) the Debtor's prepetition obligations to CapitalSource under
       Prepetition Credit Agreement; and

   (2) the Debtor's postpetition obligations to CapitalSource
       under the DIP Facility.

On or about April 9, 2008, Prime filed a proof of claim in the
Debtor's bankruptcy case in the amount of $27,338,677.  In
addition, on June 11, 2008, Prime stated that its claim against
the Debtor's estate as of June 10, 2008 was approximately
$30,679,855.

                    The New Value Contribution

New Value Contribution means the contribution to the estate of:

   (1) $3,500,000 in cash by the holders of Existing Stock and

   (2) the distributions to Prospect as a holder of the Prospect
       Claims, which Claims shall be deemed Allowed Class 4
       Claims.

                       Treatment of Claims

All administrative claims, professional fee claims and priority
tax claims will be paid in full, unless the holder agrees to a
different treatment.

Unless the holder of the Class 1 claims of Prime agrees to other
treatment, the Reorganized Debtor will pay the claim in cash in
the allowed amount of Allowed Class 1 Claim on the effective date.

Class 2 claims, consisting of secured claims, including secured
tax claims, will receive, at the Reorganized Debtor's option:

   (i) cash in the allowed amount of Allowed Class 2 Claim,

  (ii) the return of the collateral securing the Allowed Class 2  
       Claim, or

(iii) (a) the cure of any default;

       (b) the reinstatement of the maturity of the Allowed
           Class 2 Claim as the maturity existed before any
           default, without recognition of any default rate of
           interest or similar penalty or charge; and

       (c) its unaltered legal, equitable, and contractual rights
           with respect to the Allowed Class 2 Claim.

Under the plan, Allowed Class 3 Claims, consisting of priority
claims, other than priority tax claims, will be paid in cash and
in full on or before the latest of:

   (a) 10 days after the effective date;

   (b) 10 days after the date on which the Class 3 Claim becomes   
       an Allowed Class 3 Claim; and

   (c) the date on which the Allowed Class 3 Claim first becomes
       due and payable in accordance with its terms.

To the extent that an Allowed Priority Claim is not paid on the
Effective Date, the Allowed Priority Claim will accrue interest at
the federal judgment interest rate from the Effective Date through
the date of payment of the Allowed Priority Claim, which interest
will be paid at the time the Allowed Priority Claim is paid.

Allowed Class 4 General Unsecured Claims will receive their Pro
Rata share of the Net Trust Assets minus the amounts necessary to
pay holders of Allowed Class 5 Claims.  All payments and the
timing of payment to the holders of Allowed Class 4 Claims will be
established by the Creditor Trust and in accordance with the
Creditor Trust Agreement.

Holders of Allowed Class 5 Small Claims, which are General
Unsecured Claims that are either:

   (i) less than or equal $10,000 or

  (ii) voluntarily reduced to $10,000 by the holder of a Class 4
       Claim pursuant to the Small Claims Election,

will be entitled to receive cash equal to 35% of the holder's
Allowed Class 5 Claim, which amounts will be paid from the Class 4
Cash.  All payments and the timing of payment to the holders of
Allowed Class 5 Claims will be established by the Creditor Trust
and in accordance with the Creditor Trust Agreement.

To the extent allowed, the holder of the Class 6 Claim of the
center for Medicare and Medicaid Services will retain its legal,
equitable, and contractual rights as they existed immediately
prior to the plan confirmation date, unless there is a different
treatment agreed upon by the Debtor and CMS prior to the
confirmation date and approved by the Court.

Class 7 claims, under the Plan, will receive one of these two
treatments depending on whether Class 7 votes to accept or reject
the Plan.
                                                                                                                                                                                                  
If Class 7 votes to accept the Plan, the holders of Allowed Class
7 Interests will receive this treatment:

In exchange for the New Value Contribution, holders of Existing
Stock will be entitled to receive New Common Stock on the
Effective Date.  Such New Value Contribution will be implemented
by the holder of an Allowed Class 7 Interest:

   (1) making a timely election on its Class 7 Ballot and

   (2) making a timely payment to the New Value Contribution
       Account.

The amount of each Class 7 Interest holder's New Value
Contribution will be determined by reference to the percentage of
ownership interest in the Debtor that such holder possesses based
on its Existing Stock multiplied by $3,500,000.  For example, if,
after giving effect to all of the Existing Stock (preferred series
A, B and C and common series D), a holder of Existing Stock held a
5% ownership interest in the Debtor, such holder would be required
to make a New Value Contribution equal to $175,000 (5% x
$3,500,000).  Upon making such New Value Contribution in full,
assuming the Effective Date occurs, such holder would then receive
5% of the outstanding New Common Stock of the Reorganized Debtor.

To the extent a holder of a Class 7 Interest does not:

   (1) make a timely Class 7 Election and

   (2) making timely payment of its share of the New Value
       Contribution to the New Value Contribution Account by the
       deadlines set forth in the Ballot, Prospect, a holder of
       the Debtor's Existing Stock, will fund such amounts that
       the Interest holder would have been required to contribute
       and Prospect will receive the New Common Stock that such
       holder would have received had it:

      (a) made a timely Class 7 Election and
      (b) made timely payment of its share of the New Value
          Contribution to the New Value Contribution Account.

If Class 7 votes to reject the Plan, the holders of Class 7
Interests will receive and retain no value under the Plan and such
Class 7 Interests will be cancelled on the Effective Date without
payment of any consideration.  In such instance, Prospect will
make the entire payment of the New Value Contribution and on the
Effective Date will receive 100% of the New Common Stock.

A hearing to approve the disclosure statement is set for Nov. 6,
2008, at 2:00 p.m., in Courtroom 1475, 225 East Temple Street in
Los Angeles, California.

A full-text copy of the Disclosure Statement describing the
Debtor's Plan of Reorganization is available for free at:

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

                      About Brotman Medical

Headquartered in Culver City, California, Brotman Medical Center
Inc. -- http://www.brotmanmedicalcenter.com/-- provides a range  
of inpatient and outpatient services, as well as rehabilitation,
psychiatric care and chemical dependency.  The company filed for
Chapter 11 protection on Oct. 25, 2007 (Bankr. C.D. Calif. Case
No. 07-19705).  Courtney E. Pozmantier, Esq., and Stacia A.
Neeley, Esq., at Klee, Tuchin, Bogdanoff & Stern, L.L.P., serve as
the Debtor's counsel.  The Debtor selected Kurztman Carson
Consultants LLC as its claims agent.  The U.S. Trustee for Region
16 appointed nine creditors to serve on a Official Committee of
Unsecured Creditors in this case.  Buchalter Nemer represents the
Creditors Committee.  When the Debtor filed for protection against
its creditors, it listed assets and debts of between $1 million
and $100 million.


BRUNSWICK CORP: S&P Cuts Corp. Credit and Debt Ratings to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term ratings
on Lake Forest, Illinois-based Brunswick Corp., including the
corporate credit rating and senior unsecured debt rating, to 'BB-'
from 'BB+'.  In addition, the ratings were placed on CreditWatch
with negative implications, indicating the possibility for further
downward rating action over the near term.  Total debt outstanding
as of June 28, 2008 was $727.7 million.

"The ratings downgrade and CreditWatch placement are based on
unprecedented economic pressures on recreational marine demand
caused by consumer sentiment, high fuel prices, shrinking credit
availability, and the effect of financial market instability in
reducing non-financed sales," said Standard & Poor's credit
analyst Andy Liu.  "We are also concerned about the effect of
market conditions on Brunswick's dealer base."

While S&P had expected that demand for recreational marine
products would decline for the rest of 2008, financial market
turmoil appears to have accelerated that decline in September.  To
manage this extraordinary demand decline, Brunswick is hastening
its planned boat manufacturing facility closure in 2008, instead
of the previously planned 2009.  Three boat manufacturing
facilities will be permanently closed with a fourth being
mothballed.  

In addition, the company will temporary suspend production at
three boat manufacturing facilities near Knoxville, Tenn.,
beginning the week of October 27 and continuing through the
remainder of 2008.  These steps will help Brunswick manage boat
production relative to retail demand.

Brunswick will experience lower fixed-cost absorption over the
balance of 2008, as a result of the smaller number of boats
produced, but plant closures will position the company for longer-
term profitability pending demand stabilization.  Brunswick has
taken constructive and aggressive steps spanning several years to
adjust its manufacturing base, workforce, and product mix to
future demand.  As a result of negative sales trends, Brunswick is
no longer confident that it can achieve positive earnings in 2008,
excluding restructuring and impairment charges.

Brunswick indicated that it had about $340 million of cash at the
end of September and an undrawn $500 million revolving credit
facility.  However, the company disclosed that it could violate
the debt to EBITDA covenant under the credit agreement at the end
of the seasonally weak fourth quarter and first quarter, which
could jeopardize access to an important source of liquidity.  
Brunswick has initiated discussions with its bank group regarding
a possible waiver and/or amendment.  Based on pressure facing most
financial institutions, S&P expects that this process will result
in terms and conditions that are less favorable to Brunswick.

To resolve the CreditWatch listing, S&P will meet with Brunswick
to discuss the company's strategy amid a worsening recreational
marine downturn and its plans to ensure sufficient liquidity.


CAPITAL AUTO: Fitch Affirms Class D Notes' Rating at 'BB'
---------------------------------------------------------
Fitch Ratings has affirmed Capital Auto Receivables Asset Trust's
asset-backed notes, series 2007-3, as:

  -- Class A-2a at 'AAA';
  -- Class A-2b at 'AAA';
  -- Class A-3a at 'AAA';
  -- Class A-3b at 'AAA';
  -- Class A-4 at 'AAA';
  -- Class B at 'A';
  -- Class C at 'BBB';
  -- Class D at 'BB'.

The rating affirmations are the result of continued available
credit enhancement.  The collateral continues to perform within
Fitch's expectations and, under the credit enhancement structure,
the securities can withstand stress scenarios consistent with the
current ratings and still make full payments to investors in
accordance with the terms of the documents.

                       
CARAVAN TANSIT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Caravan Transit, Inc.
        144 Pilling Street
        Brooklyn, NY 11207

Bankruptcy Case No.: 08-46822

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Caravan Safety Corporation                         08-46823
J.D. Transit, Inc.                                 08-46824

Type of Business: The Debtors operate a bus company.

Chapter 11 Petition Date: October 10, 2008

Court: Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

Debtors' Counsel: Sherri Lydell, Esq.
                  slydell@platzerlaw.com
                  Teresa Sadutto, Esq.
                  tsadutto@platzerlaw.com
                  Platzer, Swergold, Karlin, Levine, et al.
                  1065 Avenue of the Americas, 18th Floor
                  New York, NY 10018
                  Tel: (212) 593-3000
                  Fax: (212) 593-0353

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.


CD COMMERCIAL: Stable Performance Cues Fitch to Affirm Ratings
--------------------------------------------------------------
Fitch Ratings affirmed CD Commercial Mortgage Trust, Series 2007-
CD5, commercial mortgage pass-through certificates as:

  -- $38,885,163 class A-1 'AAA'; Outlook Stable;
  -- $88,500,000 class A-2 'AAA'; Outlook Stable;
  -- $39,400,000 class A-3 'AAA'; Outlook Stable;
  -- $52,000,000 class A-AB 'AAA'; Outlook Stable;
  -- $958,880,000 class A-4 'AAA'; Outlook Stable;
  -- $284,696,538 class A-1A 'AAA'; Outlook Stable;
  -- Interest Only class XP 'AAA'; Outlook Stable;
  -- $168,726,000 class AM 'AAA'; Outlook Stable;
  -- $40,693,000 class A-MA 'AAA'; Outlook Stable;
  -- $111,780,000 class AJ 'AAA'; Outlook Stable;
  -- $26,959,000 class A-JA 'AAA'; Outlook Stable;
  -- Interest Only class XS 'AAA'; Outlook Stable;
  -- $20,942,000 class B 'AA+'; Outlook Stable;
  -- $20,942,000 class C 'AA'; Outlook Stable;
  -- $20,942,000 class D 'AA-'; Outlook Stable;
  -- $18,324,000 class E 'A+'; Outlook Stable;
  -- $18,324,000 class F 'A'; Outlook Stable;
  -- $20,942,000 class G 'A-'; Outlook Stable;
  -- $23,559,000 class H 'BBB+'; Outlook Stable;
  -- $23,560,000 class J 'BBB'; Outlook Stable;
  -- $20,942,000 class K 'BBB-'; Outlook Stable;
  -- $26,177,000 class L 'BB+'; Outlook Stable;
  -- $7,853,000 class M 'BB'; Outlook Stable;
  -- $5,236,000 class N 'BB-'; Outlook Stable;
  -- $5,236,000 class 0 'B+'; Outlook Stable;
  -- $5,236,000 class P 'B'; Outlook Stable;
  -- $2,617,000 class Q 'B-'; Outlook Stable.

The $39,226,816 class S is not rated by Fitch.

Affirmations are due to the stable performance of the pool.  There
has been minimal pay down of the transaction since issuance.  As
of the September 2008 distribution date, the transaction paid down
0.17% to 2.091 billion from $2.094 billion at issuance.

Two loans maintain their investment grade shadow ratings.  Two
Journal Square (1.89%) is a 276,164 square foot office building
located in Jersey City, New Jersey.  The servicer-reported
occupancy as of June 2008 was 94%.  The loan has a coupon of
6.04%, a maturity date in 2017 and amortizes on a 30-year
schedule.  14144 Ventura Office is a 48,172 SF office building
located in Sherman Oaks, California.  The servicer-reported
occupancy as of June 2008 was 100%.  The loan is interest only,
has a coupon of 6.38% and a maturity date in 2017.

There are no scheduled maturities until 2012. Interest-only loans
represent approximately 46% of the pool, including the top 10
loans (32%) in the transaction.  Fitch considers four loans
(0.97%) to be Fitch Loans of Concern.  These include loans with
low debt service coverage ratios and other performance issues.

The transaction closed Nov. 29, 2007, and limited year-end 2007
financials were available (38.5%).  Partial year 2008 financials
were available for approximately an additional 10% of the pool
including the two shadow rated loans.  All classes have been
assigned Stable Outlooks.  These outlooks may change if additional
financial reporting reveals loan performance deterioration.  The
outlooks reflect likely rating changes over the next one to two
years.


CFM US: Court Extends Exclusive Plan Filing Period Through Dec. 8
-----------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Bankruptcy
Court for the District of Delaware extended the exclusive period
of CFM U.S. Corp. and CFM Majestic U.S. Holdings, Inc., to file
their file a Chapter 11 plan through Dec. 8, 2008.  

Headquartered in Huntington, Indiana, CFM U.S. Corp. --
http://www.majesticproducts.com/-- manufactures two product  
categories: Hearth and Heating Products and Barbecue and Outdoor
Products.  The company and its affiliate, CFM Majestic U.S.
Holdings, Inc., filed for chapter 11 protection on April 9,
2008 (Bankr. D. Del. Lead Case No. 08-10668).  William Pierce
Bowden, Esq., at Ashby & Geddes, represents the Debtors.  The
Debtors selected Administar Services Group LLC as their claims
agent.  The U.S. Trustee for Region 3 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.  Patrick J.
Reilley, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represents the Committee in these cases.  As reported in the
Troubled Company Reporter on June 18, 2008, the Debtors' summary
of schedules showed total assets of $91,316,300 and total debts of
$32,7367,890.

The Debtors' Canadian affiliates filed protection under Companies'
Creditors Arrangement Act with the Ontario Court of Justice on
April 9, 2008.

                       
CHESTER NIEDZWIECKI: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Chester M. Niedzwiecki, Esq.
        1151 Scenery Drive
        Elizabeth, PA 15037

Bankruptcy Case No.: 08-26738

Chapter 11 Petition Date: October 9, 2008

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Bernard Markovitz

Debtor's Counsel: Francis E. Corbett, Esq.
                  fcorbett@calaiarocorbett.com
                  Calaiaro & Corbett, P.C.
                  Grant Building, Suite 1105
                  310 Grant Street
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Chester M. Niedzwiecki did not file his list of 20 largest
unsecured creditors.


CHRYSLER LLC: General Motors In Talks to Acquire Chrysler
---------------------------------------------------------
General Motors Corp. has been in talks to acquire Chrysler LLC,
Jeffrey McCracken and John D. Stoll at The Wall Street Journal
reporty, citing people familiar with the matter.

According to WSJ, the sources said that Chrysler owner Cerberus
Capital Management LLC proposed a swap in which GM would acquire
Chrysler's automotive operations, and in turn give Cerberus its
remaining 49% stake in GMAC.  The sources told WSJ that the
problems in the financial markets has halted talks between
Cerberus Capital and GM, but the talks could be renewed once
markets stabilize.  One of the sources said that GM wants to let
go of its 49% stake in GMAC due to the negative impact the once-
profitable finance arm is having on its balance sheet, WSJ
reports.

A source said that GM expects as much as $10 billion in cost-
cutting if it reaches a deal with Cerberus Capital, WSJ relates.  
"Without referencing this specific rumor, as we've often said, GM
officials routinely discuss issues of mutual interest with other
auto makers.  As a policy, we do not confirm or comment publicly
on those private discussions, which in many cases do not lead
anywhere," GM spokesperson quoted Tony Cervone as saying.

Cerberus Capital agreed in 2006 to acquire a majority stake in
GMAC for $14 billion.  According to WSJ, Cerberus Capital was
hoping to gain from GMAC's then-profitable mortgage arm Rescap;
expand the car-lending business in a global auto industry that was
projected to grow rapidly; and that by de-linking GMAC from GM,
the lending company's credit rating would improve, lowering its
cost of capital.  

GMAC's value has declined in recent quarters due to exposure to
subprime home loans, car loans, and leases, WSJ states.  The GMAC
stake is currently valued at $6 billion to $7 billion, WSJ says,
citing people familiar with the discussions.  According to the
report, GM is considering various options for GMAC amid
difficulties in raising money for loans and an unwillingness at
GMAC to continue offering dealers and buyers cheap financing.

WSJ reports that if negotiations with GM fail, Cerberus Capital
will continue exploring options for Chrysler.  GM, says WSJ, had
backed off from a potential acquisition of Chrysler when it was
being sold by Daimler.

Sources said that by acquiring Chrysler, GM could lessen costs by
cutting plants, blue-collar jobs and corporate overhead, WSJ
states.  According to WSJ, investors might worry that GM would be
acquiring more troubled operations while it is still trying to fix
its own problems, shedding nameplates and dealers of its own.

WSJ relates that GM's fund-raising drive could benefit from
acquiring Chrysler, which has been able to hoard cash despite
dropping sales and production in its U.S. market, by backing away
from many capital-intensive projects, like constructs new
component plants, over the past 14 months.  GM's fund-raising
drive is slated to raise $15 billion over the next 15 months
through asset sales, secured financing, and cost cuts, WSJ states.

WSJ reports that a GM-Chrysler deal would involve the
rationalizing of more than 100 automotive plants and 190,000
workers in North America, and would likely force a streamlining of
11 automotive brands -- from Chrysler to Cadillac -- and more than
10,000 auto dealers in the U.S., Mexico, and Canada.

Cerberus Capital appears undaunted by problems with its GMAC
investment, according to WSJ.  The report states that Cerberus
Capital's chief said in a letter to its investors in September,
"This is an historic opportunity in the U.S. residential and
commercial real estate markets.  Both whole loans and mortgage
securities are trading at, in our view, ridiculously low
historically distressed levels, and pressures on financial
institutions globally to relieve their balance sheets of these
assets have created a unique and attractive distressed investing
opportunity. . . .  While we have received a lot of press about
certain companies and their problems, not only will these
companies not have a significant effect on our performance, but
they all, in our view, are conservatively valued and some may have
real upside from the mark."

             GM Board May be Skeptic on Chrysler Deal

General Motors Corp.'s board may be skeptic about the firm's
acquisition of Chrysler LLC, John D. Stoll, Matthew Dolan, and
Neal E. Boudette at The Wall Street Journal report.

Citing people familiar with the matter, WSJ relates that the board
gave a "cool reception" to the planned acquisition after GM's
management discussed the matter at a meeting last week.

             Cerberus Won't Divest Stake in Chrysler

Citing a source, Jessica Hall at Reuters reports that Cerberus
Capital, which holds an 80% stake in Chrysler, won't divest its
stake in Chrysler. The source said that Cerberus Capital never
discussed with GM about divesting its entire Chrysler stake or
swapping Chrysler in exchange for an increased stake in GMAC, the
report says. The report quoted the source as saying, "Cerberus is
not dumping Chrysler or simply swapping it for an increased share
in GMAC. That deal was not discussed and they have no interest in
it."

According to Reuters, the source said that Cerberus Capital wants
to own an interest in any combined company that may result from a
merger with GM. The report states that the source said, "In any
business combination with GM or anyone else, Cerberus would look
to come out on the other side owning a meaningful stake in the
combined auto company."

Reuters relates that sources say that Cerberus Capital has talked
with several companies for Chrysler, including:

     -- Ford Motor Co.,
     -- Renault-Nissan,
     -- Italy's Fiat,
     -- India's Tata Motors Ltd., and
     -- Canada's Magna International

Reuters reports that a source familiar with Cerberus Capital said,
"Industry members are exploring every combination you can think
of. In the ones that make sense, the synergies are huge, and much
of it gets realized immediately."


                     About General Motors

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

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

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

                       About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital                
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K., Argentina,
Brazil, Venezuela, China, Japan and Australia.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on Chrysler
LLC, including the corporate credit rating, to 'CCC+' from 'B-'.

On July 31, 2008, TCR said that Fitch Ratings downgraded the
Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  The
Rating Outlook is Negative.  The downgrade reflects Chrysler's
restricted access to economic retail financing for its vehicles,
which is expected to result in a further step-down in retail
volumes.  Lack of competitive financing is also expected to result
in more costly subvention payments and other forms of sales
incentives.  Fitch is also concerned with the state of the
securitization market and the ability of the automakers to access
this market on an economic basis over the near term, given the
steep drop in residual values, higher default rates, higher loss
severity being experienced and jittery capital market.


COBALT CMBS: Fitch Holds Six Low-B Ratings With Negative Outlook
----------------------------------------------------------------
Fitch Ratings has affirmed and assigned Outlooks to Cobalt CMBS
Commercial Mortgage Trust 2007-C3 commercial mortgage pass-through
certificates as:

  -- $12 million class A-1 at 'AAA'; Outlook Stable;
  -- $107.7 million class A-2 at 'AAA'; Outlook Stable;
  -- $93.9 million class A-3 at 'AAA'; Outlook Stable;
  -- $45.5 million class A-PB at 'AAA'; Outlook Stable;
  -- $783.0 million class A-4 at 'AAA'; Outlook Stable;
  -- $367.6 million class A-1A at 'AAA'; Outlook Stable;
  -- $201.7 million class A-M at 'AAA'; Outlook Stable;
  -- $153.8 million class A-J at 'AAA'; Outlook Stable;
  -- Interest only class IO at 'AAA'; Outlook Stable;
  -- $40.3 million class B at 'AA'; Outlook Stable;
  -- $20.2 million class C at 'AA-'; Outlook Stable;
  -- $25.2 million class D at 'A'; Outlook Stable;
  -- $20.2 million class E at 'A-'; Outlook Stable;
  -- $25.2 million class F at 'BBB+'; Outlook Stable
  -- $22.7 million class G at 'BBB'; Outlook Negative;
  -- $25.2 million class H at 'BBB-'; Outlook Negative;
  -- $7.6 million class J at 'BB+'; Outlook Negative;
  -- $5 million class K at 'BB'; Outlook Negative;
  -- $10.1 million class L at 'BB-'; Outlook Negative;
  -- $5 million class M at 'B+'; Outlook Negative;
  -- $2.5 million class N at 'B'; Outlook Negative;
  -- $5 million class O at 'B-'; Outlook Negative.

Fitch does not rate $35.3 million class P.

The rating affirmations are the result of stable performance and
limited paydown since issuance.  Classes G through O have been
assigned negative outlooks due to the high concentration of Fitch
Loans of Concern.  Rating outlooks reflect likely rating changes
over the next one to two years.

As of the September 2008 distribution date, the transaction has
paid down 0.1% to $2.015 billion.  The collateral consists of 124
loans on multifamily and commercial real estate properties in 35
states.  There have been no specially serviced loans since
issuance.

Fitch has identified nine loans (12.7%) as Fitch Loans of Concern,
including two top-10 loans (9.3%).  These include loans with debt
service coverage ratios below 1.00 times and loans with occupancy
or other performance issues.

The largest Loan of Concern (6.8%), the Irvine EOP San Diego
Portfolio, is also the second largest loan in the transaction and
is secured by seven office properties located in the San Diego,
California market.  The servicer reported first-quarter 2008 DSCR
of 0.40x and occupancy of 87.6% as of June 2008.  In-place cash
flow at underwriting was below 1.00x.  There is a $20 million B-
note facility in place.

The second largest Loan of Concern (2.5%) is the Arbors at
Broadlands, a 240-unit multifamily property located in Ashburn,
Virginia.  Although servicer-reported second-quarter 2008 DSCR was
0.85x, occupancy has improved to 90.4% from an actual physical
occupancy of 74.6% at underwriting.  The loan is structured
guaranty to the sponsors until DSCR reaches 1.2x.

There are two Fitch shadow rated loans (2.6%) in the transaction.  
The largest shadow rated loan, Tradewinds Hospitality Portfolio
(2.5%), is collateralized by a portfolio of three hotel properties
(796 rooms) located in St. Petersburg, Florida and had a reported
year-end 2007 DSCR of 1.94x.  The second shadow rated loan, the
Dalhmann Campus Inn (0.1%), is secured by a 74-room limited-
service hotel property in Madison, Wisconsin, and had a reported
YE 2007 DSCR of 3.90x.  Due to their stable performance, the loans
maintain investment grade shadow ratings.

The largest loan in the transaction, Charles River Plaza North
(7.2%), is secured by a 354,594-square foot office property
located in Boston, Massachusetts.  At issuance, this property was
100% occupied by Massachusetts General Hospital.  Reported second-
quarter 2008 DSCR was 1.16x.  The loan is pari passu with an A-2
note held in another transaction.


COMUNITY LENDING: Court Sets November 20 Hearing on Amended D/S
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has continued to Nov. 20, 2008, the hearing to consider approval
of ComUnity Lending Incorporated and LES Liquidation Inc.'s
Amended Joint Disclosure Statement explaining their Amended Joint
Plan of Liquidation, which was originally filed on Aug. 22, 2008.

The Plan groups Creditors and Interest Holders and their
treatments under the Plan, into 10 Classes:

Allowed Administrative Expense Claims, including cure amounts in
connection with the assumption of executory contracts or
unexpired leases, fees due to the U.S. Trustee, and priority tax
claims, will be paid in full, except to the extent that the holder
of a particular Administrative Claim has agreed to a different
treatment of its claim.

    i) Class 1 claimants, which consist of Allowed Secured Claims
       of the Debtors' previous landlords that are currently
       holding security deposits, are unimpaired under the Plan,
       and are presumed to have accepted the Plan.  Under the
       Plan, all Class 1 Creditors' legal, equitable, and
       contractual rights are unaltered, including the retention
       of any lien to the extent not avoidable.  Any allowed Claim
       held by Class 1 Creditors remaining after giving effect to
       the foregoing treatment will be treated as part of Class 5
       or Class 7, as applicable.  

   ii) Class 2 claimants, which consist of Allowed Secured Claims
       other than Landlords, are not impaired under the Plan, and
       are presumed to have accepted the Plan, as the Plan leaves
       their legal, equitable, and contractural rights unaltered,
       including their retention of any lien to the extent not
       avoidable.  Any allowed Claim held by Class 2 Creditors
       remaining after giving effect to the foregoing treatment  
       will be treated as part of Class 5 or Class 7, as
       applicable.

  iii) Class 3 claimants consist of Priority Claims entitled to
       priority under Sec. 507(a)(4) of the Bankruptcy Code.

   iv) Class 4 claimants consist of Priority Claims entitled to
       priority under Sec. 507(a)(5) of the Bankruptcy Code.

       Holders of Class 3 and 4 claims are employees and providers
       of employee benefits incurred 180 days prior to  
       commencement of the Chapter 11 cases entitled to priority
       under Sec. 507(a)(4) and (5) of the Bankruptcy Code.  They
       are unimpaired under the Plan, and are presumed to have
       accepted the Plan.  Holders belonging to Classes 3 and 4
       will be paid in full, except to the extent that they have
       agreed to a different treatment of their claims.

    v) Class 5 claimants, which consist of holders of Timely Filed
       Unsecured Allowed Claims of $10,000 or less, not provided
       for or included in any other class, and those Creditors  
       with Allowed Unsecured Claims greater than $10,000 who
       elect treatment under Class 5 and agree to reduce their
       Allowed Claim to $10,000, will receive a single cash
       payment in the amount of 20% of their Unsecured Claims.

   vi) Class 6 claimants consist of all Claims against CLI by the    
       Top Hat Claimants with respect to the Top Hat Plan.  The
       Plan leaves the Class 6 Top Hat Claimants' legal, equitable
       and contractual rights unaltered.  The treatment of their
       claims is dependent upon the outcome of the Top hat
       Litigation to be determined upon entry of a Final Order in
       the District Court.

  vii) Class 7 claimants, which consist of all Allowed Timely
       Filed Unsecured Claims not included or provided for in any
       other class, including, without limitation, all Rejection
       Claims and all unsecured Claims of vendors and trade
       creditors for goods delivered or services provided to the
       Debtors prior to the Petition Date, but excluding
       Administrative Claims, Priority Claims, and Tax Claims,
       subject to payment of the Classes 1-5 Allowed Claims as
       provided by the plan, will receive its Pro Rata share of
       Available Cash pursuant to one or more distributions.

viii) Class 8 claimants, which consist of Allowed Unsecured
       Claims by Insiders but excluding the Top Hat Claimants,
       will receive this treatment:

       a) to the extent that Claims are subordinated under Sec.
          510(c) of the Bankruptcy Code as determined by order of
          the Bankruptcy Court, such Claims will be subordinate to  
          all classes other than Class 10 and will receive nothing
          under the Plan;

       b) to the extent that any Class 8 Claims are disallowed
          pursuant to 502(e)(1) or otherwise as determined by     
          order of the Bankruptcy Court, such claims will receive
          nothing under the Plan; and
  
       c) any Class 8 Claims allowed and not subordinated will  
          hold and receive the treatment of a Class 3 or Class 4  
          Claim, to the extent entitled to priority under the
          Bankruptcy Code, or otherwise shall share Pro Rata in
          Class 5 or Class 7 as applicable.

   ix) Class 9 claimants, which consist of all Allowed Late Filed
       Claims, will receive its Pro Rata share of all Available
       Cash remaining after payment in full of Allowed Claims in
       Classes 1 through 7, and Allowed Class 8 Claims not
       equitably subordinated.  Debtors estimate that it is
       unlikely that there will be sufficient funds to make any
       Distribution to the holders of Class 9 Claims.

    x) Class 10 claimants, which consist of all Interests, will
       receive nothing under the Plan on account of such
       Interests and their respective Interests will be cancelled
       and extinguished on the Effective Date.

Classes 1, 2, 3, 4 and 6 are not impaired under the Plan and are
therefore conclusively presumed to have accepted the Plan.  Their
votes will not be solicited.  Class 9 Creditors and Class 10
Interests will receive nothing under the Plan and are deemed
therefore to have rejected the Plan.

Acceptances of the Plan are therefore being solicited only from
Classes 5, 7 and 8 Creditors.

                             Cramdown

In the event that any impaired class of Claims does not accept the
Plan, the Bankruptcy Court may still confirm the Plan at the
request of the Debtors if, as to each impaired class which has not
accepted the Plan, the Plan "does not discriminate unfairly" and
is 'fair and equitable.

                    Substantive Consolidation

Upon the Effective Date, the Bankruptcy Estates of CLI and LES
will be deemed substantively consolidated for purposes of
administration, liquidation of assets, as well as Distribution to
Creditors under the Plan.

                        Responsible Person

DMG shall be the Responsible Person under the Plan.  Diablo
Management Group Inc., a San Francisco-based management consulting
company, will, among other things, manage the Debtors on or after
the Effective Date, implement the Debtors' Plan and facilitate the
Distributions pursuant to the Plan.

                   Cancellation of Legal Entity

Pursuant to the provisions of the California Corporation Code, the
operations of the Debtors will be dissolved and their respective
corporate existences terminated, without further corporate action,
upon the entry of a final decree in the Bankruptcy Case pursuant
to Rule 3022 of the Federal Rules of Bankruptcy Procedure.

             Executory Contracts and Unexpired Leases

The Debtors reserve the right to move the Bankruptcy Court at any
time for authority to assume, assume and assign, or reject,
pursuant to the Bankruptcy code Section 365, any and all contracts
that are executory and leases that are unexpired.

A copy of ComUnity Lending Inc. and LES Liquidation Inc.'s Amended
Joint Disclosure Statement dated Aug. 22, 2008, is available for
free at:

               http://researcharchives.com/t/s?33bf

                      About ComUnity Lending

Headquartered in San Jose, California, ComUnity Lending Inc.
-- http://www.comunitylending.com/ -- is a mortgage lender, with     
mortgage programs of up to $1,500,000.  The company and its
affiliate, LES Liquidation Inc., filed for Chapter 11
protection on Jan. 4, 2008 (Bankr. N.D. Calif. Case Nos. 08-50030
and 08-50031).  Doris A. Kaelin, Esq., Ivan Jen, Esq., Jenny L.
Fountain, Esq., John Walshe Murray, Esq., and Robert A. Franklin,
Esq., at the Law Offices of Murray and Murray, represent the
Debtors in their restructuring efforts.  When ComUnity Lending
filed for protection from its creditors, it listed assets and
liabilities of $10 million to $50 million.  No Ceditors' Committee
has been formed.


CORPORACION DURANGO: Wins Restraining Order Against U.S. Lawsuits
-----------------------------------------------------------------
Andres R. Martinez of Bloomberg News reports that the U.S.
Bankruptcy Court for the Southern District of New York granted a
temporary restraining order blocking any lawsuits against
Corporacion Durango S.A.B. de C.V. and its debtor-affiliates.

Also, the Debtors told the Mexican Stock Exchange that The First
Federal District Court in Durango began proceedings to protect the
Debtors' creditors in Mexico.

Durango, Mexico-based Corporacion Durango S.A.B. de C.V. produces
brown paper and packaging products.  Its packaging division,
Empresas Titan, manufactures corrugated packaging in Mexico.  It
also produces newsprint through Grupo Pipsamex.
                 
After The First Federal District Court in Durango approved its
plan of reorganization and declared the termination of its
"Concurso Mercantil" proceeding, the Company filed for Chapter 15
bankruptcy (Bankr. S.D. N.Y. Case No. 08-13911) on Oct. 6, 2008.  
Two affiliates filed for Chapter 11 bankruptcy protection
separately on the same day.

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


CORPSOURCE FINANCE: Moody's Holds Ratings; Outlook Is Negative
--------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and B2 Probability of Default Rating of Corpsource Finance
Holdings, LLC, and changed the rating outlook to negative from
stable.

The negative outlook reflects declining profitability in the legal
consulting division, weak demand from mortgage industry customers
and an expected tightening of headroom under financial covenants
in 2009.  The B2 CFR is constrained by weak leverage and interest
coverage metrics for the rating category and a reliance on
project-oriented services for about half of the company's revenue
base.  The ratings are supported by solid business line and
geographic diversity, moderate customer concentration and strong
performance in claims administration, statement solutions and
certain other non-mortgage industry verticals.

Moody's upgraded the $120 million second lien term loan to B2 from
B3 reflecting significant amortization of the first lien term
facility over the last year and additional debt cushion
attributable to PIK interest on the senior unsecured term loan of
Corpsource consistent with Moody's Loss Given Default Methodology.

Moody's took these rating actions:

  -- Affirmed Corporate Family Rating, B2

  -- Affirmed Probability of Default Rating, B2

  -- Affirmed $125 million senior unsecured term loan due 2013,
     Caa1 (to LGD 5, 87% from LGD 5, 89%)

  -- Affirmed $75 million senior secured first lien revolving
     credit facility due 2012, Ba2 (to LGD 2, 18% from LGD 2, 21%)

  -- Affirmed $168.5 million senior secured first lien term loan
     due 2013, Ba2 (to LGD 2, 18% from LGD 2, 21%)

  -- Upgraded $120 million senior secured second lien term loan
     due 2014, to B2 (LGD 4, 57%) from B3 (LGD 4, 64%)

The last rating action on Corpsource was on February 14, 2007 at
which time Moody's assigned a Caa1 rating to a $125 million senior
unsecured term loan, the proceeds of which were used to fund a
dividend to shareholders.

Corpsource Finance Holdings, LLC, through its wholly owned
subsidiary SOURCECORP, Incorporated, operates in two reportable
business segments.  The Business Process Solutions segment
provides business process outsourcing solutions that help
customers manage document and information processes.  The Legal
segment provides knowledge-based processing and consulting
services that include class action claims administration services
and professional economic research and litigation services.  For
the twelve months ended June 30, 2008 reported revenues were
approximately $361 million.  The company is majority owned by an
affiliate of Apollo Management, L.P.


CROWN CASTLE: Moody's Puts 'Ba3' Rating Under Review for Downgrade
------------------------------------------------------------------
Moody's Investors Service placed the ratings of Crown Castle
Operating Company on Review for possible downgrade, including the
Ba3 corporate family rating, the Ba3 probability of default, and
the Ba3 ratings on the senior secured credit facilities, and
lowered the speculative grade liquidity rating to SGL-4 from SGL-
2.  

The rating review and downgrade of CCOC's liquidity rating reflect
continuing turmoil in the credit markets and the increased
probability that the company will not be able to extend its
revolving credit facility beyond its January 2009 maturity,
forcing it to repay the roughly $160 million in outstandings with
cash on hand.

If the company is able to repay all the RC outstandings by January
2009, the lack of an external facility and the resulting low cash
balances will leave the company with sufficient liquidity for its
day to day operations and maintenance capital expenditures.  The
company's liquidity will be stressed if it continues its run rate
$400 million capital expenditure program, which includes land and
tower acquisitions and new tower construction.

Moody's recognizes that CCOC may not formally request the RC
extension from its bank group until November 16, 2008, and the
rating agency will look to reassess the company's ratings and
liquidity position leading up to the RC maturity in January 2009.  
The company's long term debt ratings and the probability of
default may be pressured downward by its continuing weak liquidity
and the pending debt maturities starting in December 2009.

Downgrades:

Issuer: Crown Castle Operating Company

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
     SGL-2

On Review for Possible Downgrade:

Issuer: Crown Castle Operating Company

  -- Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently Ba3

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently Ba3

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba3, 48 - LGD3

Outlook Actions:

Issuer: Crown Castle Operating Company

  -- Outlook, Changed To Rating Under Review From Stable

Moody's review will focus on the company's progress in negotiating
the extension of the credit facility or to line up financing to
address the looming maturities of the company's $290 million
mortgage due in December 2009, and the $1.9 billion outstanding
under its 2005 securitization vehicle that will become due in July
2010.  Moody's notes that the company's RC facility has a 364-day
extension option upon each lender's approval, and the company has
indicated that it continues to have an ongoing dialogue with its
relationship banks and intends to ask for another extension in
November 2008.  Based on the credit markets, however, Moody's
remains cautious about CCOC's ability to roll over the RC
outstandings.

The SGL-4 speculative grade liquidity rating reflects Moody's view
that until the maturity of its RC in January 2009, CCOC will have
roughly $180 million of available cash resources to meet cash
needs, including mandatory debt repayments, of roughly
$165 million.  The $180 million of available cash resources is
comprised of cash and equivalents that Moody's estimates CCOC
currently had on hand of roughly $100 million at 6/30/08 and free
cash flow generation of roughly $80 million through year end 2008.

The cash use of approximately $165 million is comprised of
mandatory debt repayments including $160 million of current
outstandings under the RC facility and $5 million of scheduled
term loan amortization.  Although not included within the cash
uses contemplated above, CCOC has a material debt amortization in
December 2009, when about $290 million in mortgage notes become
due, as well as a maturity in July 2010 of the $1.9 billion
outstanding under its 2005 securitization vehicle, along with the
remaining balance of $25 million of its convertible senior notes.

Moody's notes that current availability under the RC facility is
not considered a source of cash as the facility matures within the
SGL rating horizon of 4 quarters.  The significant maturity in
December 2009, in light of the expected lack of an external
facility and the weak conditions of the credit market that may
restrict market access, coupled with free cash flow that will not
be adequate to repay these maturities support the revision of
CCOC's liquidity rating to SGL-4.

Moody's believes that given the current market conditions, CCOC
will likely moderate its share buy backs through the rest of 2008
as well as during 2009.  The company has the flexibility to
moderate its capital expenditures, which recently have largely
involved purchasing land under its towers, which may assist it in
improving its free cash flow generation.  CCOC's bank facility is
subject to leverage and interest coverage financial maintenance
covenants, in addition to a requirement to maintain Debt Service
Coverage Ratios above those required by the related securitization
agreements.

Moody's expects the company to maintain compliance with its
covenants through the next 12 months, although covenant cushion
may weaken notably should the company borrow to fund any
additional share repurchases.

Moody's notes that essentially all of CCOC's tower assets have
been pledged under securitization agreements, and its bank
facility is secured by a partial pledge of shares of these same
subsidiaries, which greatly limits access to alternative
liquidity.

Moody's most recent rating action was on 6 June 2008, at which
time Moody's revised CCOC's liquidity rating to SGL-2 from SGL-1
while affirming its Ba3 CFR and stable outlook.

Based in Houston, Texas, Crown Castle Operating Company is a
wireless tower operator and is wholly owned by Crown Castle
International Corp (NYSE: CCI).


CYGNE DESIGNS: Bernard Manuel Quits as Board Chairman
-----------------------------------------------------
Cygne Designs Inc. disclosed in a Securities and Exchange
Commission filing that Bernard Manuel has resigned from all
positions with the Company and its subsidiaries and affiliates,
including his position as Chairman of the Board and as a member of
its Board of Directors.

Mr. Manuel's resignation was not the result of any disagreement
with the Company or its management.

Based in New York, Cygne Designs Inc. (Nasdaq: CYDS) is a
designer, merchandiser, manufacturer and distributor of branded
and private label women's denim, casual

The company's consolidated balance sheets showed total assets of
$10,869,000 and total liabilities resulting in a $7,331,000
stockholders' deficit.  Furthermore, its consolidated balance
sheets showed strained liquidity with $10,066,000 total current
assets available to pay $14,824,000 total current liabilities.

Cygne Designs Inc. recorded a net loss of $16,616,000 on net sales
of $12,595,000 for the the quarter ended July 31, 2008, compared
with a $1,581,000 net income on net sales of $33,189,000 for the
same period a year earlier.  The net loss of $16,616,000 included
expenses of $13,677,000 for impairment of goodwill.


DRI CORPORATION: Board Approves Three-Year Strategic Plan
---------------------------------------------------------
DRI Corporation disclosed in a Securities and Exchange Commission
filing that its Board of Directors has reviewed and approved
management's strategic plan, which projects a three-year run rate
exceeding $120 million in fiscal year 2011.

David L. Turney, Chairman, President, and Chief Executive Officer,
said: "Management has completed the Company's three-year strategic
planning cycle, which typically takes place each year during third
quarter, and received approval from our Board of Directors. Based
on our served market and technology plans, we believe we can
achieve a three-year run rate exceeding $120 million in fiscal
year 2011."

Mr. Turney also reaffirmed management's expectations of posting
fiscal year 2008 earnings in the upper end of a 14 cents to 17
cents range.

"For third quarter 2008, we reaffirm our expectations of exceeding
the revenues posted in the same period last year and also posting
a profit.  For fiscal year 2008, we reaffirm our earnings guidance
in the upper end of a 14 cents to 17 cents range. We are in the
process of working on our fiscal year 2009 detailed operating
plans, and we expect to announce fiscal year 2009 earnings
guidance later this year," Mr. Turney said.

In addition, while Mr. Turney is concerned about the present
situation of the world's credit markets, he remains cautiously
optimistic about DRI's prospects given management's actions in
July 2008 to update its credit facilities.

"Long-term market drivers for the global transit industry include
traffic grid-lock, high fuel prices, environmental issues, and the
continued need to provide safe and secure transportation systems'
points of worldwide concern that tend to be with us come rain or
shine.  Since our core products address these areas, we remain
excited about the Company's prospects in the global mass
transportation markets," Mr. Turney said.

                         About DRI Corp.

Headquartered in Dallas, Texas, DRI Corporation (Nasdaq: TBUS) --
http://www.digrec.com/-- through its business units and wholly   
owned subsidiaries, designs, manufactures, sells, and services
information technology products either directly or through
manufacturers' representatives or distributors.  DRI produces
passenger information communication products under the Talking
Bus(R), TwinVision(R), VacTell(TM) and Mobitec(R) brand names,
which are sold to transportation vehicle equipment customers
worldwide.

DRI's customers generally fall into one of two broad categories:
end-user customers or original equipment manufacturers.  DRI's
end-user customers include municipalities, regional transportation
districts, state and local departments of transportation, transit
agencies, public, private, or commercial operators of bus and van
vehicles, and rental car agencies.  DRI's OEM customers are the
manufacturers of transportation rail, bus and van vehicles.  

                      Going Concern Doubt

PricewaterhouseCoopers LLP, in Raleigh, North Carolina, expressed
substantial doubt about DRI Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
reported that the company has insufficient cash resources to
satisfy its debt obligations.  

As reported in the Troubled Company Reporter on July 16, 2008,
DRI Corp. entered into a revolving credit agreement with PNC Bank,
National Association on June 30, 2008.  The three-year
agreement -- a revolving credit line of up to $8 million subject
to formula-derived availability based on inventory and accounts
receivable -- replaces the company's present $6 million U.S.
senior lender relationship with Laurus Master Fund, Ltd., which
expired June 30, 2008.  This credit facility includes performance
covenants and other provisions related to payment and pre-payment,
generally considered by management to be usual and customary for
this type of financing.


DRI CORPORATION: Taps Grant Thornton as Independent Accountant
--------------------------------------------------------------
DRI Corporation disclosed in a Securities and Exchange Commission
filing that on Oct. 6, 2008, it engaged Grant Thornton LLP as its
independent registered accounting firm.

On Oct. 1, 2008, DRI dismissed PricewaterhouseCoopers LLP as its
independent registered public accounting firm. This action was
approved by the audit committee of the company's board of
directors.

The company said that the PwC reports on its financial statements
for the fiscal years ended Dec. 31, 2007, and 2006, did not
contain any adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principle, except as:

  -- PwC's report on its financial statements for the year ended
     Dec. 31, 2006 contained an explanatory paragraph stating that
     "[t]he consolidated financial statements have been prepared
     assuming that the Company will continue as a going concern.
     The Company has suffered recurring losses from operations and
     has an accumulated deficit 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."

  -- PwC's report on the company's financial statements for the
     year ended December 31, 2007, contained an explanatory
     paragraph stating that "[t]he consolidated financial
     statements have been prepared assuming that the Company will
     continue as a going concern.  The Company has insufficient
     cash resources to satisfy its debt obligations, which raises
     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."

The company said that during the years ended Dec. 31, 2006 and
2007 and through Oct. 1, 2008, there were no disagreements with
PwC on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of PwC, would
have caused it to make reference to the subject matter of the
disagreements in connection with its reports on the financial
statements for such years.

As noted in its Form 10-K for the year ended Dec. 31, 2007, the
Company identified these material weaknesses in internal controls
over financial reporting and disclosure controls and procedures
during the quarter ended Dec. 31, 2007:

   -- the inability to ensure proper capitalization of direct      
      production labor and overhead in inventory; and

   -- the inability to ensure proper elimination of intercompany
      profits in ending inventories.  

The company's management believes that the two material weaknesses
were fully remediated as of the date of the filing of its Form
10-K for the year ended December 31, 2007.

PwC said it agrees with DRI's statements, but refused to comment
regarding the current status of:

   -- the material weakness in internal controls over financial
      reporting and disclosure controls and procedures related to
      the accuracy and valuation of inventory; or

   -- any remedial efforts with respect to this material weakness.

                         About DRI Corp.

Headquartered in Dallas, Texas, DRI Corporation (Nasdaq: TBUS) --
http://www.digrec.com/-- through its business units and wholly   
owned subsidiaries, designs, manufactures, sells, and services
information technology products either directly or through
manufacturers' representatives or distributors.  DRI produces
passenger information communication products under the Talking
Bus(R), TwinVision(R), VacTell(TM) and Mobitec(R) brand names,
which are sold to transportation vehicle equipment customers
worldwide.

DRI's customers generally fall into one of two broad categories:
end-user customers or original equipment manufacturers.  DRI's
end-user customers include municipalities, regional transportation
districts, state and local departments of transportation, transit
agencies, public, private, or commercial operators of bus and van
vehicles, and rental car agencies.  DRI's OEM customers are the
manufacturers of transportation rail, bus and van vehicles.  

                      Going Concern Doubt

PricewaterhouseCoopers LLP, in Raleigh, North Carolina, expressed
substantial doubt about DRI Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
reported that the company has insufficient cash resources to
satisfy its debt obligations.  

As reported in the Troubled Company Reporter on July 16, 2008,
DRI Corp. entered into a revolving credit agreement with PNC Bank,
National Association on June 30, 2008.  The three-year
agreement -- a revolving credit line of up to $8 million subject
to formula-derived availability based on inventory and accounts
receivable -- replaces the company's present $6 million U.S.
senior lender relationship with Laurus Master Fund, Ltd., which
expired June 30, 2008.  This credit facility includes performance
covenants and other provisions related to payment and pre-payment,
generally considered by management to be usual and customary for
this type of financing.


ENVIRONMENTAL TECTONICS: PNC Extends Credit Line to June 30, 2010
-----------------------------------------------------------------
Environmental Tectonics Corporation disclosed in a Securities and
Exchange Commission filing that on Oct. 6, 2008, it entered into
the First Amendment to Loan Documents with PNC Bank, National
Association pursuant to which ETC and PNC agreed to modify certain
loan documents in order to restate the "Tangible Net Worth"
covenant set forth in loan documents.

PNC has renewed the Company's line of credit, extending the
maturity date in the loan documents from June 30, 2009 to
June 30, 2010.  The First Amendment is effective August 26,
2008. On July 31, 2007, ETC completed a refinancing of its
indebtedness with PNC by entering into a credit agreement in
the maximum aggregate principal amount of $15,000,000.

The funds available under the PNC Credit Agreement are used for
working capital or general business purposes and for issuances of
letters of credit.

H. F. Lenfest consented to the First Amendment in his capacity as
a guarantor of ETC's obligations under PNC Credit Agreement.
Lenfest is a member of the Board of Directors and a significant
shareholder of ETC.

                  About Environmental Tectonics
    
Southampton, Pennsylvania-based Environmental Tectonics
Corporation (AMEX: ETC) -- http://www.etcusa.com/-- designs,    
develops, installs and maintains aircrew training systems
(aeromedical, tactical combat and general), disaster management
training systems and services, entertainment products, sterilizers
(steam and gas), environmental testing products, hyperbaric
chambers and related products for domestic and international
customers.

At May 30, 2008, the company's consolidated balance sheet showed
$35.2 million in total assets, $36.2 million in total liabilities,
$6.0 million in Series B cumulative convertible preferred stock,
and $3.3 million in Series C cumulative convertible participating  
preferred stock, resulting in a $10.4 million stockholders'
deficit.
    
The company had a net loss of $1.5 million during the first
quarter of fiscal 2009 compared to a net loss of $5.7 million for
the first quarter of fiscal 2008.  The company attributed the
decrease in net loss to a significant increase in sales and
corresponding gross profit and reduced claim settlement costs,
attributable to claims costs associated with a U.S. Navy
settlement.  Acting as partial offsets were higher research and
development expenses and interest expenses.


EPICEPT CORP: European Commission Okays Sale of Ceplene Drug
------------------------------------------------------------
EpiCept Corporation disclosed in a Securities and Exchange
Commission filing that the European Commission has granted full
marketing authorization on Ceplene (histamine dihydrochloride) for
the remission maintenance and prevention of relapse in adult
patients with Acute Myeloid Leukemia in first remission.

The approval allows Ceplene to be marketed in the 27 member states
of the European Union, as well as in Iceland, Liechtenstein and
Norway.

                    About EpiCept Corporation

Based in Tarrytown, New York, EpiCept Corporation (NASDAQ:EPCT) --
http://www.epicept.com/-- is a specialty pharmaceutical company       
focused on the development of pharmaceutical products for the
treatment of cancer and pain.  The company has a portfolio of five
product candidates in active stages of development.  It includes
an oncology product candidate submitted for European registration,
two oncology compounds, a pain product candidate for the treatment
of peripheral neuropathies and another pain product candidate for
the treatment of acute back pain.  The two wholly owned
subsidiaries of the company are Maxim, based in San Diego,
California, and EpiCept GmbH, based in Munich, Germany, which are
engaged in research and development activities.

                       Going Concern Doubt

Deloitte & Touche LLP, in Parsippany, New Jersey, expressed
substantial doubt about EpiCept Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring losses from operations and
stockholders' deficit.

The company disclosed in its Form 10-Q for the second quarter
ended June 30, 2008, a net loss of $7,765,000.  EpiCept Corp.'s
consolidated balance sheet at June 30, 2008, showed total assets
of $3,093,000, total liabilities of $22,598,000, and a
stockholders' deficit of $19,505,000, compared to a deficit of
$14,177,000 at Dec. 31, 2007.  The company said it expects to
incur substantial net losses, in the aggregate and on a per share
basis, for the foreseeable future as it attempts to market and
sell Ceplene(R).  "We are unable to predict the extent of these
future net losses, or when we may attain profitability, if at all.  
These net losses, among other things, have had and will continue
to have an adverse effect on our stockholders' equity. We
anticipate that for the foreseeable future our ability to generate
revenues and achieve profitability will be dependent on the
successful commercialization of Ceplene(R).  There is no assurance
that we will be able to obtain or maintain governmental regulatory
approvals to market Ceplene(R) in Europe.  If we are unable to
generate significant revenue from Ceplene(R), or attain
profitability, we may not be able to sustain our operations."


EPICEPT CORP: $500,000 Hercules Debt Swapped for 970,874 Shares
---------------------------------------------------------------
EpiCept Corporation disclosed in a Securities and Exchange
Commission filing that on Oct. 2, 2008 and Oct. 6, 2008, Hercules
Technology Growth Capital, Inc., converted a total of $500,000 in
principal amount of the company's senior secured loan into 970,874
shares of its common stock.

On June 23, 2008, EpiCept amended certain terms in its senior
secured loan agreement with Hercules to provide Hercules with the
right, between July 23, 2008 and Dec. 23, 2008, to convert up to
$1.9 million of the outstanding senior secured loan into shares of
the Company's common stock at a conversion price of $0.515 per
share.

                    About EpiCept Corporation

Based in Tarrytown, New York, EpiCept Corporation (NASDAQ:EPCT) --
http://www.epicept.com/-- is a specialty pharmaceutical company       
focused on the development of pharmaceutical products for the
treatment of cancer and pain.  The company has a portfolio of five
product candidates in active stages of development.  It includes
an oncology product candidate submitted for European registration,
two oncology compounds, a pain product candidate for the treatment
of peripheral neuropathies and another pain product candidate for
the treatment of acute back pain.  The two wholly owned
subsidiaries of the company are Maxim, based in San Diego,
California, and EpiCept GmbH, based in Munich, Germany, which are
engaged in research and development activities.

                       Going Concern Doubt

Deloitte & Touche LLP, in Parsippany, New Jersey, expressed
substantial doubt about EpiCept Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring losses from operations and
stockholders' deficit.

The company disclosed in its Form 10-Q for the second quarter
ended June 30, 2008, a net loss of $7,765,000.  EpiCept Corp.'s
consolidated balance sheet at June 30, 2008, showed total assets
of $3,093,000, total liabilities of $22,598,000, and a
stockholders' deficit of $19,505,000, compared to a deficit of
$14,177,000 at Dec. 31, 2007.  The company said it expects to
incur substantial net losses, in the aggregate and on a per share
basis, for the foreseeable future as it attempts to market and
sell Ceplene(R).  "We are unable to predict the extent of these
future net losses, or when we may attain profitability, if at all.  
These net losses, among other things, have had and will continue
to have an adverse effect on our stockholders' equity. We
anticipate that for the foreseeable future our ability to generate
revenues and achieve profitability will be dependent on the
successful commercialization of Ceplene(R).  There is no assurance
that we will be able to obtain or maintain governmental regulatory
approvals to market Ceplene(R) in Europe.  If we are unable to
generate significant revenue from Ceplene(R), or attain
profitability, we may not be able to sustain our operations."


EPICEPT CORP: Plans to Raise $50,000,000 By Issuing Securities
--------------------------------------------------------------
EpiCept Corporation has filed a registration statement with the
Securities and Exchange Commission filing to register an
indeterminate number or amount of securities, as may from time to
time be sold.

The statement relates to $50,000,000 worth of indeterminate number
of:

   -- common stock at $0.0001 par value;
   -- preferred stock at $0.0001 par value;
   -- convertible debt securities;
   -- warrants; and
   -- units.

EpiCept also filed a prospectus using a "shelf"  registration
process.  Under this shelf registration process, the company may,
from time to time, offer or sell the securities in one or more
offerings up to a total amount of $50,000,000.

A copy of the share prospectus is available free of charge at:

                http://researcharchives.com/t/s?33c2

                    About EpiCept Corporation

Based in Tarrytown, New York, EpiCept Corporation (NASDAQ:EPCT) --
http://www.epicept.com/-- is a specialty pharmaceutical company       
focused on the development of pharmaceutical products for the
treatment of cancer and pain.  The company has a portfolio of five
product candidates in active stages of development.  It includes
an oncology product candidate submitted for European registration,
two oncology compounds, a pain product candidate for the treatment
of peripheral neuropathies and another pain product candidate for
the treatment of acute back pain.  The two wholly owned
subsidiaries of the company are Maxim, based in San Diego,
California, and EpiCept GmbH, based in Munich, Germany, which are
engaged in research and development activities.

                       Going Concern Doubt

Deloitte & Touche LLP, in Parsippany, New Jersey, expressed
substantial doubt about EpiCept Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring losses from operations and
stockholders' deficit.

The company disclosed in its Form 10-Q for the second quarter
ended June 30, 2008, a net loss of $7,765,000.  EpiCept Corp.'s
consolidated balance sheet at June 30, 2008, showed total assets
of $3,093,000, total liabilities of $22,598,000, and a
stockholders' deficit of $19,505,000, compared to a deficit of
$14,177,000 at Dec. 31, 2007.  The company said it expects to
incur substantial net losses, in the aggregate and on a per share
basis, for the foreseeable future as it attempts to market and
sell Ceplene(R).  "We are unable to predict the extent of these
future net losses, or when we may attain profitability, if at all.  
These net losses, among other things, have had and will continue
to have an adverse effect on our stockholders' equity. We
anticipate that for the foreseeable future our ability to generate
revenues and achieve profitability will be dependent on the
successful commercialization of Ceplene(R).  There is no assurance
that we will be able to obtain or maintain governmental regulatory
approvals to market Ceplene(R) in Europe.  If we are unable to
generate significant revenue from Ceplene(R), or attain
profitability, we may not be able to sustain our operations."


FIRST NATIONWIDE: Fitch Holds 'B' Rating on Class B-2 RMBS
----------------------------------------------------------
Fitch Ratings has taken rating actions on the First Nationwide
Prime RMBS transaction:

First Nationwide 2001-1
  -- Class I-A-1 affirmed at 'AAA';
  -- Class A-P affirmed at 'AAA';
  -- Class A-X-1 affirmed at 'AAA';
  -- Class A-X-2 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AAA';
  -- Class M-2 affirmed at 'AAA';
  -- Class B-1 affirmed at 'BBB+';
  -- Class B-2 affirmed at 'B'.

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


FLINTKOTE CO: Court Extends Plan Exclusivity Period to December 31
------------------------------------------------------------------
The U.S. Bankruptcy Code for the District of Delaware has extended
The Flintkote Company and Flintkote Mines Limited's exclusive
periods to:

  a) file a plan of reorganization from Aug. 31, 2008, to Dec. 31,  
     2008;

  b) solicit acceptances of that plan from Oct. 31, 2008, to
     Feb. 28, 2009.

This is the Court's 13th order extending the Debtors' exclusive
periods.  

The Flintkote Company went bankrupt in 2004 because of asbestos-
related lawsuits.  According to The Mercury News (Silicon Valley),
the former Flintkote site, at 27975 Shinn St., Fremont, Calif., is
now owned by United States Gypsum.

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for chapter 11
protection on April 30, 2004 (Bankr. D. Del. Case No. 04-11300).  
Flintkote Mines Limited filed for Chapter 11 relief of Aug. 25,
2004 (Bankr. D. Del. Case No. 04-12440).  James E. O'Neill, Esq.,
Kathleen P. Makowswki, Esq., Laura Davis Jones, Esq., Sandra G.M,
Selzer, Esq., and Scotta Edelen McFarland, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtors in their
restructuring efforts.  Kathleen Campbell Davis, Esq., and Mark T.
Hurford, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Unsecured Creditors as counsel.  

When Flintkote Company filed for protection from its creditors, it
listed assets of more than $100 million, and debts of more than
$100 million.  When Flintkote Mines Limited filed for protection
from its creditors, it listed assets of $1 million to $50 million,
and debts of more than $100 million.


FORD CREDIT: Fitch Lifts Class D Rating to 'BBB' From 'BB+'
-----------------------------------------------------------
Fitch Ratings has taken rating actions on the two Ford Credit Auto
Owner Trust transactions listed below as part of its on going
surveillance process:

Series 2005-B
  -- Class A-4 affirmed at 'AAA';
  -- Class B affirmed at 'AAA';
  -- Class C affirmed at 'AAA';
  -- Class D affirmed at 'AA'.

Series 2006-B
  -- Class A-3 affirmed at 'AAA';
  -- Class A-4 affirmed at 'AAA';
  -- Class B upgraded to 'AA' from 'A';
  -- Class C upgraded to 'A' from 'BBB+';
  -- Class D upgraded to 'BBB' from 'BB+'.

The affirmations and upgrades are a result of continued available
credit enhancement in excess of stressed remaining losses. Current
principal allocation and expected future cashflows are also
contributing factors.

The collateral continues to perform within Fitch's base case
expectations.  Currently, under the credit enhancement structure,
the securities can withstand stress scenarios consistent with the
current rating categories and still make full payments of interest
and principal in accordance with the terms of the documents.

As before, the ratings reflect the quality of Ford Motor Credit
Co.'s retail auto loan originations, the sound financial and legal
structure of the transactions, and servicing provided by Ford
Motor Credit Co.


FORD MOTOR: U.S. Chief Dismisses Rumor of Mazda Stake Sale
----------------------------------------------------------
Matthew Dolan at The Wall Street Journal reports that Ford Motor
Co.'s chief of U.S. operations, Mark Fields, said that reports
about the company selling its controlling stake in Mazda Motor Co.
are speculative.

Citing two people familiar with the matter, WSJ states that Ford's
board approved the possible sale as part of an effort to boost its
finances amid a drop in global auto sales and investor questions
about the company's cash reserves.

WSJ relates that on Monday, Mr. Fields said that Ford and Mazda
have worked closely over the decades on the basic architecture of
vehicles that each company sells under different model names, but
the companies would be able to function without the other because
their design and manufacturing operations remain wholly
independent.  According to the report, Mr. Fieds told reporters at
an event for Ford's new F-150 pickup truck, "Each company has the
full capability" to bring their products to market without the
other.

Ford and Mazda are operationally independent despite joint
ventures, WSJ says, citing Mr. Fields.  According to the report,
Mazda and Ford run some joint ventures around the world, including
the Auto Alliance International plant in Flat Rock, Michigan.  
Ford will keep at least part of its interest in Mazda because of
their joint design and manufacturing operations, the report says,
citing a person familiar with the company's plans.

                    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 Oct. 10, 2008,
Fitch Ratings downgraded the Issuer Default Rating of Ford Motor
Company and Ford Motor Credit Company by one notch to 'CCC' from
'B-'.


FOXWOODS RESORT: S&P Cuts Rating to 'BB-' on Debt Leverage Hike
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
Mashantucket Western Pequot Tribe, the owner of Foxwoods Resort
Casino in southeastern Connecticut.  The issuer credit rating was
lowered to 'BB-' from 'BB+'.  The ratings were removed from
CreditWatch, where they were placed with negative implications on
July 16, 2008.  The rating outlook is stable.

"The ratings downgrade reflects an increase in the Tribe's debt
leverage to a level that is more than one turn above what was
factored into the previous ratings," explained Standard & Poor's
credit analyst Melissa Long.

While S&P expects that current leverage is fairly close to peak,
it anticipates very little improvement in this metric in fiscal
2009, as conditions in the Connecticut market will likely remain
challenging.  In addition, S&P anticipates some incremental
borrowing in the coming quarters.  S&P expects leverage to improve
more meaningfully in fiscal 2010.

With consumers pulling back their discretionary spending, the U.S.
gaming industry has been under pressure in 2008, and the
Connecticut market has not been immune.  According to data
released by the state, gross slot revenue declined by about 5% for
the eight months ended August 2008. In the face of declining
demand, Foxwoods and its primary competitor, nearby Mohegan Sun,
have recently added capacity.  

On May 17, 2008, Foxwoods opened its $700 million MGM Grand tower,
which added around 1,400 slot machines, 60 table games, a new
hotel tower with 825 rooms and suites, 80,000 square feet of
exhibition and meeting space, and a 4,000 seat performing arts
theater, along with other amenities.  (Mohegan Sun opened its
Casino of the Wind expansion, which added about 680 slot machines,
28 table games, and a 42-table poker room, on Aug. 29, 2008.)

While it has only been a few months, the incremental revenue that
Foxwoods has thus far generated from the MGM Grand tower has not
been sufficient to offset the associated increase in expenses,
affecting the profitability of the combined resort.  For the nine
months ended June 30, 2008, Foxwoods reported an EBITDA decline in
the 20% range.  This reflects only about six weeks of the new MGM
Grand tower.

S&P expects that over time, and once the economy stabilizes, the
new capacity will benefit each resort.  S&P also expects each
tribe to be cautious about future expansions, particularly
considering that Massachusetts may approve casino gaming in the
next couple of years.  (S&P does believe that Mohegan Sun's
recently postponed Earth expansion project could resume when
demand stabilizes, as it contemplates an additional 919 hotel
rooms and the property currently has a limited number of hotel
rooms in relation to its gaming positions.)

Weak economic conditions will likely continue to weigh on consumer
spending patterns through at least the first half of 2009.  
However, S&P anticipate that Foxwoods will achieve a modest level
of EBITDA growth in fiscal 2009, stemming from its new capacity,
as well as cost-reduction initiatives that the Tribe has
implemented.  S&P's expectation for modest EBITDA growth next year
also incorporates a normalization of performance in the first
fiscal 2009 quarter, given a weak comparable quarter in fiscal
2008 due to an unusually high level of promotional activities.

S&P believes that leverage will improve closer to a level that is
more appropriate for the 'BB-' rating in fiscal 2010 through
EBITDA growth as the economy improves and the property benefits
from the MGM Grand tower.  While S&P's previous rating
incorporated an expectation that leverage would be restored to
levels in line with a 'BB+' rating in fiscal 2009, S&P now expect
that leverage will not see any meaningful improvement until fiscal
2010, and that it will improve to a level that is more appropriate
for the new 'BB-' issuer rating.

The 'BB-' rating reflects the Tribe's high debt leverage, limited
geographic diversity, and significant historical and expected
distributions to Tribal members.  These factors are partially
tempered by the favorable demographics of the Connecticut market
and limited new competition expected over the next two to three
years.


FREMONT GENERAL: Creditors Oppose Extension of Exclusivity
----------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the Official
Committee of Unsecured Creditors filed its opposition with the
U.S. Bankruptcy Court for the Central District California to the
request of Fremont General Corp. to extend its exclusive right to
propose a Chapter 11 plan until Jan. 30, 2009.

Responding to the Debtor's statement that a $695 million federal
net operating loss tax carryforward might be attractive
for a plan sponsor, the Committee says the existence of active
plan proponents is "untrue", according to the report.

The Committee says the Debtor, according to the report, hasn't
come up with a single example of how its proposal to sell tax
losses has "been used in the real world".

The Committee also says that the assets are being wasted by
expenses of the reorganization while an $89 million priority
claim filed by the U.S. Internal Revenue Service makes a recovery
by stockholders unlikely, according to the report.

                      About Fremont General

Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ)
-- http://www.fremontgeneral.com/-- was a financial services    
holding company with $8.8 billion in total assets at Sept. 30,
2007.  Fremont General ceased being a financial services holding
company on July 25, 2008, when its wholly owned bank subsidiary,
Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan)
completed the sale of its assets, including all of its 22
branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421), after selling subsidiary
Fremont Investment & Loan to CapitalSource Inc.  Robert W. Jones,
Esq., and J. Maxwell Tucker, Esq., at Patton Boggs LLP, serve as
counsel to the Debtor.  Theodore Stolman, Esq., and Scott H. Yun,
at Stutman Treister & Glatt, are the co-counsel to the Debtor.  
The Debtor selected Kurtzman Carson Consultants LLC as its claims
agent.

Lee R. Bogdanoff, Esq., Jonathan S. Shenson, Esq., and Jonathan D.
Petrus, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, represent
the Official Committee of Unsecured Creditors as counsel.

In its schedules, Fremont General reported $362,227,537 in total
assets and $326,529,372 in total debts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$643,197,000 and total debts of $320,630,000.


FREMONT GENERAL: Bankruptcy Cues Moody's to Withdraw Junk Ratings
-----------------------------------------------------------------
Moody's Investors Service withdrew its ratings on Fremont General
Corporation (senior at C), and its subsidiaries Fremont Investment
and Loans (Caa2 for deposits and E for financial strength) and
Fremont General Financing I (preferred stock at C).

Regarding Fremont Investment and Loans, the ratings were withdrawn
because it has surrendered its banking charter.  Regarding Fremont
General Corporation and Fremont General Financing I, Moody's
withdrew its ratings because the company is in bankruptcy.

Ratings withdrawn are:

Outlook Actions:

Issuer: Fremont General Corporation

  -- Outlook, Changed To Rating Withdrawn From Stable

Issuer: Fremont General Financing I

  -- Outlook, Changed To Rating Withdrawn From Stable

Issuer: Fremont Investment & Loan

  -- Outlook, Changed To Rating Withdrawn From Stable

Withdrawals:

Issuer: Fremont General Corporation

  -- Senior Unsecured Regular Bond/Debenture, Withdrawn,
     previously rated C

Issuer: Fremont General Financing I

  -- Preferred Stock Preferred Stock, Withdrawn, previously rated
     C

Issuer: Fremont Investment & Loan

  -- Bank Financial Strength Rating, Withdrawn, previously rated E
  -- Issuer Rating, Withdrawn, previously rated Ca
  -- OSO Rating, Withdrawn, previously rated NP
  -- Deposit Rating, Withdrawn, previously rated NP
  -- OSO Senior Unsecured OSO Rating, Withdrawn, previously rated
     Ca

  -- Senior Unsecured Deposit Rating, Withdrawn, previously rated
     Caa2


GENERAL MOTORS: In Talks with Cerberus to Acquire Chrysler
----------------------------------------------------------
General Motors Corp. has been in talks to acquire Chrysler LLC,
Jeffrey McCracken and John D. Stoll at The Wall Street Journal
reporty, citing people familiar with the matter.

According to WSJ, the sources said that Chrysler owner Cerberus
Capital Management LLC proposed a swap in which GM would acquire
Chrysler's automotive operations, and in turn give Cerberus its
remaining 49% stake in GMAC.  The sources told WSJ that the
problems in the financial markets has halted talks between
Cerberus Capital and GM, but the talks could be renewed once
markets stabilize.  One of the sources said that GM wants to let
go of its 49% stake in GMAC due to the negative impact the once-
profitable finance arm is having on its balance sheet, WSJ
reports.

A source said that GM expects as much as $10 billion in cost-
cutting if it reaches a deal with Cerberus Capital, WSJ relates.  
"Without referencing this specific rumor, as we've often said, GM
officials routinely discuss issues of mutual interest with other
auto makers.  As a policy, we do not confirm or comment publicly
on those private discussions, which in many cases do not lead
anywhere," GM spokesperson quoted Tony Cervone as saying.

Cerberus Capital agreed in 2006 to acquire a majority stake in
GMAC for $14 billion.  According to WSJ, Cerberus Capital was
hoping to gain from GMAC's then-profitable mortgage arm Rescap;
expand the car-lending business in a global auto industry that was
projected to grow rapidly; and that by de-linking GMAC from GM,
the lending company's credit rating would improve, lowering its
cost of capital.  

GMAC's value has declined in recent quarters due to exposure to
subprime home loans, car loans, and leases, WSJ states.  The GMAC
stake is currently valued at $6 billion to $7 billion, WSJ says,
citing people familiar with the discussions.  According to the
report, GM is considering various options for GMAC amid
difficulties in raising money for loans and an unwillingness at
GMAC to continue offering dealers and buyers cheap financing.

WSJ reports that if negotiations with GM fail, Cerberus Capital
will continue exploring options for Chrysler.  GM, says WSJ, had
backed off from a potential acquisition of Chrysler when it was
being sold by Daimler.

Sources said that by acquiring Chrysler, GM could lessen costs by
cutting plants, blue-collar jobs and corporate overhead, WSJ
states.  According to WSJ, investors might worry that GM would be
acquiring more troubled operations while it is still trying to fix
its own problems, shedding nameplates and dealers of its own.

WSJ relates that GM's fund-raising drive could benefit from
acquiring Chrysler, which has been able to hoard cash despite
dropping sales and production in its U.S. market, by backing away
from many capital-intensive projects, like constructs new
component plants, over the past 14 months.  GM's fund-raising
drive is slated to raise $15 billion over the next 15 months
through asset sales, secured financing, and cost cuts, WSJ states.

WSJ reports that a GM-Chrysler deal would involve the
rationalizing of more than 100 automotive plants and 190,000
workers in North America, and would likely force a streamlining of
11 automotive brands -- from Chrysler to Cadillac -- and more than
10,000 auto dealers in the U.S., Mexico, and Canada.

Cerberus Capital appears undaunted by problems with its GMAC
investment, according to WSJ.  The report states that Cerberus
Capital's chief said in a letter to its investors in September,
"This is an historic opportunity in the U.S. residential and
commercial real estate markets.  Both whole loans and mortgage
securities are trading at, in our view, ridiculously low
historically distressed levels, and pressures on financial
institutions globally to relieve their balance sheets of these
assets have created a unique and attractive distressed investing
opportunity....While we have received a lot of press about certain
companies and their problems, not only will these companies not
have a significant effect on our performance, but they all, in our
view, are conservatively valued and some may have real upside from
the mark."

             GM Board May be Skeptic on Chrysler Deal

General Motors Corp.'s board may be skeptic about the firm's
acquisition of Chrysler LLC, John D. Stoll, Matthew Dolan, and
Neal E. Boudette at The Wall Street Journal report.

Citing people familiar with the matter, WSJ relates that the board
gave a "cool reception" to the planned acquisition after GM's
management discussed the matter at a meeting last week.

                       About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital                
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K., Argentina,
Brazil, Venezuela, China, Japan and Australia.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on Chrysler
LLC, including the corporate credit rating, to 'CCC+' from 'B-'.

On July 31, 2008, TCR said that Fitch Ratings downgraded the
Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  The
Rating Outlook is Negative.  The downgrade reflects Chrysler's
restricted access to economic retail financing for its vehicles,
which is expected to result in a further step-down in retail
volumes.  Lack of competitive financing is also expected to result
in more costly subvention payments and other forms of sales
incentives.  Fitch is also concerned with the state of the
securitization market and the ability of the automakers to access
this market on an economic basis over the near term, given the
steep drop in residual values, higher default rates, higher loss
severity being experienced and jittery capital market.

                     About General Motors

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

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

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


GENERAL MOTORS: Will Close Plants in Michigan & Wisconsin
---------------------------------------------------------
Sharon Terlep at The Wall Street Journal reports that General
Motors Corp. will close a Michigan metal stamping plant and a
Wisconsin truck plant sooner than expected.

WSJ relates that GM said in June that it planned to close four
truck factories -- including plants in Oshawa and Toluca, and the
Janesville and Moraine operations.  

According to WSJ, GM had said that it would close its truck-
assembly plant -- which has about 1,200 workers and makes large
sport-utility vehicles like the Chevy Tahoe and GMC Denali in
Janesville -- by 2010.  On Monday, GM said its truck-assembly
plant will stop production on Dec. 23, the report says.  

WSJ states that GM also said it will close its metal-stamping
plant near the Grand Rapids.  WSJ relates that GM said earlier
this month that it would stop operations at another SUV plant in
Moraine, Ohio, on Dec. 23.

According to WSJ, the shutdowns are included in its expense
reduction efforts as GM expects a substantial third-quarter loss.  
GM spent $5 billion in the third quarter, WSJ relates, citing
Buckingham Research analyst Joseph Amaturo.  WSJ states that GM
had about $21 billion in cash reserves as of the second quarter
ended June 30, 2008, and lost some $15.5 billion in that period.  
WSJ reports that GM was consuming $1 billion in cash per month in
the second quarter and analysts believe the company is burning
more now due to the production cutbacks in the third quarter and
the financial crisis that has caused a decline in sales.

WSJ relates that GM needs at least $11 billion to $14 billion for
its operations, and some analysts believe the company risks
running short of cash within a year if it doesn't raise additional
financing.

              Chrysler Acquisition May Help GM

Citing people familiar with the matter, WSJ reports that GM's
Chairperson and CEO Rick Wagoner believes that acquiring Chrysler
LLC could lead to new cost-cutting opportunities and give GM more
revenue.

WSJ relates that Chrysler's CEO Robert Nardelli told workers in a
memo sent on Monday that the company's top executives "have
approached and have been approached by third parties who are
interested in exploring future possibilities with Chrysler."  WSJ
states that Mr. Nardelli acknowledged reports of negotiations with
GM.

According to WSJ, GMAC LLC, the lending arm that finances buyers
buying GM vehicles, said on Monday that it will be more
"conservative" in lending, limiting purchase contracts to clients
with credit scores of 700 and above.  

                     About General Motors

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

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

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


GENESIS PROPERTY: Case Summary & Three Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Genesis Property Holdings, LLC
        365 Great Circle Road
        Nashville, TN 37228

Bankruptcy Case No.: 08-09325

Chapter 11 Petition Date: October 10, 2008

Court: Middle District of Tennessee (Nashville)

Debtor's Counsel: Joseph P. Rusnak, Esq.
                  jrusnak@tewlawfirm.com
                  Tune Entrekin & White PC
                  Amsouth Center Suite 1700
                  315 Deaderick Street
                  Nashville, TN 37238-1700
                  Tel: (615) 244-2770
                  Fax: (615) 244-2778

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's Three Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Green Resources, Inc.          Plant Care &                $1,900
P.O. Box 68005                 Maintenance
Nashville, TN 37206  

Otis Elevator Company          Repair &                    $1,015
P.0. Box 905454                Maintenance
Charlotte, NC 28290            Services

R&P HVAC, Inc.                 Repair &                    $4,497
220 Great Circle Road          Maintenance
Nashville, TN 37228            Services


GLENDA FIELDS: Case Summary & Eight Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Glenda V. Fields
        dba AAA Properties, LLC
        dba EMNESTA Prperties, LLC
        fka Glenda V. Schley
        37 Endwell Lane
        Willingboro, NJ 08046

Bankruptcy Case No.: 08-29783

Chapter 11 Petition Date: October 10, 2008

Court: District of New Jersey (Trenton)

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: Kevin C. Fayette, Esq.
                  deeganquigley@aol.com
                  Deegan, Quigley & Fayette, LLC
                  116 Youngs Road
                  Hamilton, NJ 08619
                  Tel: (609) 584-0600

Total Assets: $1,203,644

Total Debts: $1,159,898

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

             http://bankrupt.com/misc/njb08-29783.pdf

                       
GENERAL MOTORS: Power Pontiac Closes as Part of Consolidation
-------------------------------------------------------------
The Arizona Republic reports that Autonation Inc.'s senior vice
president Marc Cannon said that the company has closed down its  
Power Pontiac/Buick/GMC store at 6640 E. McDowell Road, as part of
its agreement with General Motors Corp. to consolidate stores.

According to The Arizona Republic, AutoNation also closed Power
Chevrolet at 2646 West Camelback Road in Phoenix.  "It's all part
of a consolidation plan that GM rolled out, to reduce the number
of dealerships in the market," the report quoted Mr. Cannon as
saying.

The Arizona Republic relates that Mr. Cannon said that the closed
stores had 75 to 85 employees between them, and 40 to 50 of those
workers will move to AutoNation's 12 other Valley locations,
others have requested transfers to dealerships in other parts of
the country, and some have been laid off.  AutoNation will make
arrangements with GM for the dealerships' inventory of cars and
trucks, the report states, citing Mr. Cannon.


The Arizona Republic states that these three Motor Mile
dealerships of Power Chevrolet remain open:

     -- Power Subaru,
     -- Power Chrysler/Jeep, and
     -- Power Isuzu/Hyundai.

                      About AutoNation

AutoNation, headquartered in Fort Lauderdale, Florida, is the
largest automotive retailer in the U.S.  It has 325 new vehicle
franchises in 16 states.  Revenue for the twelve months ended
September 2007, approximated $17.9 billion.

As reported in the Troubled Company Reporter on Nov 21, 2007,
Moody's Investors Service affirmed AutoNation's Ba1 corporate
family rating and probability of default rating, assigned a Ba2
rating to the amended credit facility ($700 million revolver and
$600 million term loan) and affirmed the Ba2 ratings on the senior
unsecured floating and fixed rate notes.  Moody's said that the
rating outlook is stable.

                     About General Motors

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

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

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


GREDDY PERFORMANCE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: GReddy Performance Products, Inc.
        9 Vanderbilt
        Irvine, CA 92618

Bankruptcy Case No.: 08-16441

Type of Business: The Debtor sells automotive parts.
                  See: http://www.greddy.com/

Chapter 11 Petition Date: October 10, 2008

Court: Central District Of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Michael G. Spector, Esq.
                  mgspector@aol.com
                  Law Offices of Michael G. Spector
                  2677 N Main St., Suite 800
                  Santa Ana, CA 92705
                  Tel: (714) 835-3130
                  Fax: (714) 558-7435

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/califcb08-16441.pdf


HAWAIIAN TELCOM: IBEW 1357 Membership Ratifies Bargaining Contract
-----------------------------------------------------------------
Hawaiian Telcom Communications, Inc., disclosed in a Securities
and Exchange Commission filing members of the International
Brotherhood of Electrical Workers (IBEW) Local Union 1357, have
ratified a new collective bargaining agreement with Hawaiian
Telcom, Inc.  

The contract was ratified on Oct. 4, 2008, by 99% of "yes" votes.

"We are very pleased that the new contract, which offers an
attractive overall package, was ratified by 99% of our unionized
employees who voted," said President & CEO Eric Yeaman. "With this
agreement in place, we can focus our resources on meeting the
ever-changing communications needs of our customers."

The three-year contract, which expires on Sept. 12, 2011,
maintains the level of benefits for current employees and includes
a 5% wage increase over three years.  Upon reaching a tentative
agreement on September 13th , the IBEW 1357's Negotiating Team
recommended a vote in favor of ratification.

                     About Hawaiian Telcom

Hawaiian Telcom is a telecommunications provider offering a wide
spectrum of telecommunications products and services, which
include local and long distance service, high-speed Internet,
wireless services, and print directory and Internet directory
services.

                          *     *     *

Lazard's entry has caused Moody's Investors Service to downgrade  
the Corporate Family Rating of Hawaiian Telcom to Caa2 from B3,
and the company's probability of default rating to Caa3 from Caa1.  
Moody's also downgraded the ratings for the Company's senior
unsecured and senior subordinated notes to Caa3 and C,
respectively.  The ratings remain under review for further
downgrade.  

The Company has $1,376,294,000 in total assets and $1,247,140,000
in total debts as of June 30, 2008.  It reported $30,519,000 in
net loss for the three-month ended June 30, compared to a
$21,400,000 net income for the same period in 2007.


HEALTHSPRING INC: A.M. Best Affirms 'C++ pd(Marginal)' FS Rating
----------------------------------------------------------------
A.M. Best Co. has taken various rating actions on the financial
strength ratings and issuer credit ratings of the health
maintenance organization subsidiaries of HealthSpring, Inc.
(headquartered in Nashville, TN).

A.M. Best's public data ratings reflect a quantitative analysis of
the company's results based on publicly available financial
information.  This quantitative analysis includes a review of
important tests in three categories: balance sheet strength,
operating performance and business profile.  Best's pd ratings do
not include analysis based on interaction with insurance company
management or non-public financial information.

HealthSpring's HMO pd ratings reflect its various subsidiaries'
favorable operating results and generally adequate level of
capitalization.  Offsetting rating factors include a deduction in
Medicare Advantage service areas in Alabama to 21 counties, which
resulted in a slight decline in membership, and a reliance on
government-sponsored programs, which A.M. Best believes could pose
future profitability challenges for the organization should
reimbursement rates be cut.

The FSR of C++ pd(Marginal) and ICR of "b pd" have been affirmed
for Texas HealthSpring LLC, a subsidiary of HealthSpring, Inc.

The FSR has been downgraded to C++ pd(Marginal) from B- pd(Fair)
and the ICR to "b pd" from "bb- pd" for HealthSpring of Alabama,
Inc., a subsidiary of HealthSpring, Inc.

The FSR of C+ pd(Marginal) and ICR of "b- pd" have been affirmed
for HealthSpring of Tennessee, Inc., a subsidiary of HealthSpring,
Inc.


HEARTLAND AUTOMOTIVE: Court Extends Exclusivity Period to Oct. 17
-----------------------------------------------------------------
The U.S. Bankuptcy Court for the Northern District of Texas has
extended Heartland Automotive Holdings, Inc., and its affiliated
debtors' exclusive periods to:

  a) propose a plan of reorganization to Oct. 17, 2008;

  b) solicit acceptances to said plan of reorganization to
     Dec. 16, 2008.

The Court continued to Nov. 10, 2008, the hearing on the motion to
assume certain unexpired leases of nonresidential real property
with Jiffy Lube International, Inc. (JLI), to be recommenced on
Nov. 13, 2008, if necessary.  The Court ordered that the deadline
by which the Debtors must assume or reject the JLI leases is
extended through and including Nov. 24, 2008.

The aforementioned third stipulated order is in accordance with
the agreement among the Debtors, the Official Committee of
Unsecured Creditors, Pennzoil Quaker State company, doing business
as SOPUS Products, and JLI, in an effort to facilitate their
discussions with respect to the proposal of a plan of  
reorganization, and issues arising out of the motion to assume the
JLI leases and JLI's related objection.

                   About Heartland Automotive

Based in Omaha, Nebraska, Heartland Automotive Holdings Inc. --
http://www.heartlandjiffylube.com/-- and its debtor-affiliates        
are franchisees of Jiffy Lube International Inc. since 1980.  The
Debtors operate 438 quick-oil-change stores in 20 states across
the Eastern, Midwestern and Western U.S.  They employed in excess
of 4,000 employees.

The company and its nine affiliates filed for Chapter 11
protection on Jan. 7, 2008 (Bank. N.D. Tex. Lead Case No.
08-40057).  Thomas E. Lauria, Esq., Patrick Mohan, Esq., Gerard
Uzzi, Esq., Lisa Thompson, Esq., at White & Case LLP, and Jeff P.
Prostok, Esq., at Forshey & Prostok, LLP, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Bankruptcy
Solutions LLC as claims, noticing and balloting agent.  The U.S.
Trustee for Region 6 appointed seven creditors to serve on an
Official Committee of Unsecured Creditors on these cases.  The
Committee selected Cadwalader, Wickersham & Taft LLP, and Munsch,
Hardt, Kopf & Harr, PC as co-counsel.

As of Nov. 29, 2007, the Debtors' financial statements reflected
assets totaling about $334 million and liabilities totaling about
$396 million.


INTEGRATED MEDIA: Arrayit Unit Inks Rights Deal with BSI ALliance
-----------------------------------------------------------------
Integrated Media Holdings, Inc., disclosed in a Securities and
Exchange Commission filing that its wholly owned subsidiary,
TeleChem International, Inc., doing business as Arrayit Company,
has entered into an exclusive agreement with BioSystems
International SAS for the supply and license rights to produce
state-of-the-art microarrays featuring antibodies that identify
proteins uniquely expressed in human plasma.  The Human Plasma
Proteome Microarray may lead to exciting new clinical applications
in human disease diagnostics.

Rene Schena, CEO of Arrayit, stated, "This unique approach of
using novel antibodies to detect human plasma proteins will speed
the research and identification of biomarkers for early-stage
disease diagnostics.  The agreement provides our companies an
instant opportunity to participate in the research market and
ultimately in the multi-billion dollar diagnostics industry." Mr.
Jean-Pierre Tirouflet, CEO of BioSystems International, explained,
"BSI is eager to license its PlasmaScan(R) antibody libraries as a
first step to developing global proteomics profiling tools for
biomarker research enabling the identification and
characterization of human disease states."

"This first step provides scientists in the proteomics industry
and academia with tools that will be as useful as DNA microarrays
are in gene-expression profiling," added Laszlo Takacs BSI's CSO.

The agreement, pursuant to a letter of intent entered into on
July 10, 2008, allows for the research, development,
commercialization and marketing of the first global human proteome
profiling microarray.  Each party will contribute its own cash to
fund the R&D startup, and will eventually share the revenues. The
first microarrays will be available in the next quarter.

BSI will provide Normal Human Plasma Profiling Monoclonal
Antibodies. Arrayit will use its proprietary microarray
manufacturing technology to print these antibodies onto glass
slides, and will market the microarrays through the company's
existing network of world-wide marketing partners.

                       Going Concern Doubt

Malone & Bailey, PC, in Houston, expressed substantial doubt about
Integrated Media Holdings 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 working
capital, and stockholders' deficit.

Integrated Media Holdings Inc.'s consolidated balance sheet at
June 30, 2008, showed $1,070,416 in total assets and $11,482,755
in total liabilities, resulting in a $10,412,339 stockholders'
deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $652,825 in total current assets
available to pay $9,726,853 in total current liabilities.

The company reported net income of $28,405 on total revenues of
$1,078,614 for the second quarter ended June 30, 2008, compared
with a net loss of $622,230 on total revenues of $1,154,179 in the
same period last year.

                      About Integrated Media

Headquartered in Sunnyvale, Calif., Integrated Media Holdings Inc.
(OTC BB: IMHI) -- http://www.arrayit.com/-- is a holding company.    
Through its merger with TeleChem International Inc., the company  
has undertaken a new strategic and business direction to become
primarily a biotechnology company.

TeleChem's business activities are in the life sciences, chemical
trading and disease diagnostics areas.  TeleChem's chemicals
division provides customers with the raw materials required for
plastics, water soluble fertilizers, and alternative fuels.  
TeleChem entered the biotechnology sector with the creation of the
Arrayit(R) Life Sciences Division in 1996.  Because of the public
interest in the Human Genome Project and microarray technology,
TeleChem focused on microarray products and services for the
research, pharmaceutical and diagnostics markets.  

                       
JERRY MCWILLIS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Jerry A. McWillis
        dba JAM Family Limited Partnership
        Janet Kaye McWillis
        3809 Thousand Oaks Cir
        Salt Lake City, UT 84124

Bankruptcy Case No.: 08-26934

Chapter 11 Petition Date: October 9, 2008

Court: District of Utah (Salt Lake City)

Judge: Glen E. Clark

Debtor's Counsel: Anna W. Drake, Esq.
                  annadrake@att.net
                  175 South Main Street, Suite 1250
                  Salt Lake City, UT 84111
                  Tel: (801) 328-9792
                  Fax: (801) 530-5955

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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


JFK MEDICAL: Moody's Extends Watchlist Action for 'Ba3' Rating
--------------------------------------------------------------
Moody's Investors Service has extended its Watchlist action for
the Ba3 underlying rating assigned to JFK Medical Center/Hartwyck
at Oak Tree's outstanding debt listed at the conclusion of this
report but has revised the directional of the rating outcome to
negative from uncertain/developing.

The Watchlist incorporates the likelihood that all of JFK's debt
will be refunded by debt issued through the New Jersey Hospital
Asset Transformation Program before the end of the calendar year
and that additional new money debt would be issued through the
HATP to finance needed facility improvements at JFK.  Because the
HATP transaction is delayed from its original September 2008
timetable, we believe that the financial position of JFK and its
weakening balance sheet could weaken further before the
outstanding debt is refunded.

Moody's analysis is based on Solaris Health System, parent
organization of JFK Medical Center/Hartwyck at Oak Tree and
Muhlenberg Regional Medical Center.  At this time, S&P are also
revising the Watchlist direction for Muhlenberg Regional Medical
Center's underlying Ba3 rating as MRMC's rating is based on a
guarantee of debt service to the bond insurer by the JFK Obligated
Group.

Legal Security: The JFK bonds are secured by a gross revenue
pledge of JFK.  The MRMC bonds are secured by a gross revenue
pledge of MRMC and a mortgage of MRMC property.  MRMC's bonds are
insured and JFK provides a guarantee to the insurer that is
limited to MRMC's annual debt service payments of approximately
$2.3 million.

The Watchlist extension incorporates the likelihood that the
outstanding debt of JFK and MRMC will be refunded with the next
bond sale issued by HATP and that it will occur within the ninety
day Watchlist timeframe.  Public notification had been issued for
the transaction but the recent market disruptions have delayed the
financing.  MRMC was closed as of August 13, 2008 and JFK has
experienced volume increases from MRMC's service area.  Cash
remains a going concern at Solaris with $46.1 million of cash on
hand (32.1 days) as of August 31, 2008 down from $58.3 million
(39.8 days) at fiscal year end 2007 and $7.3 million in pension
funding to be made between August 31 through year end.  The
operating deficit of $11 million through eight months includes a
$15.3 million loss incurred by MRMC before it closed.

Final resolution of this Watchlist action will occur within ninety
days, regardless of whether the HAPT transaction has occurred.

Rated Debt (debt outstanding as of December 31, 2007):

  -- $12.305 million outstanding, Series 1993, FGIC insured, JFK
     Obligated Group issue

  -- $21.255 million outstanding, Series 1995, FGIC insured, JFK
     Obligated Group issue

  -- $43.010 million outstanding, Series 1998, MBIA insured, JFK
     Obligated Group issue

  -- $18.850 million outstanding, Series 2000, Ambac insured,
     Muhlenberg Regional Medical Center issue, annual debt service
     guaranteed by Solaris

Non-Rated Debt

  -- $16.2 million outstanding, Series 2003 COMP pooled financing,
     Wachovia LOC, JFK Medical Center

  -- $18.0 million outstanding, Series 2005 COMP pooled financing,
     Wachovia LOC, JFK Medical Center

  -- $12.23 million outstanding, Series 2001, Whispering Knoll and
     Hartwyck West, Commerce Bank LOC


JOURNAL REGISTER: Zesiger Capital Discloses 2.5% Equity Stake
-------------------------------------------------------------
Zesiger Capital Group LLC disclosed in a Securities and Exchange
Commission filing that it may be deemed to beneficially own
965,000 shares of Journal Register Company's common stock,
representing 2.5% of the shares issued and outstanding.

Headquartered in Yardley, Pennsylvania, Journal Register Company
(PINKSHEETS:JRCO) -- http://www.journalregister.com-- owns and   
operates 27 daily newspapers and 368 non-daily publications as of
Dec. 31, 2006.  The company also operates 239 individual websites
that are affiliated with the company's daily newspapers, non-daily
publications and its network of employment websites.  All of the
company's operations are clustered in seven geographic areas:
Greater Philadelphia, Michigan, Connecticut, Greater Cleveland,
New England, and the Capital-Saratoga and Mid-Hudson regions of
New York.  The company owns JobsInTheUS, a network of 19
employment websites and three commercial printing operations.  The
company's total paid circulation is approximately 616,000 daily,
635,000 Sunday and its total non-daily distribution is
approximately 6.4 million.

                         *     *     *

As reported by the Troubled Company Reporter on Aug 5, 2008,
Standard & Poor's Ratings Services withdrew its ratings on Journal
Register Co., including the 'D' corporate credit rating.

S&P lowered the ratings on July 25, 2008, after the company
announced that it had entered into a forbearance agreement with
lenders, which included a provision whereby interest under the
credit agreement will accrue and will not be paid for the period
July 24, 2008 through Oct. 31, 2008. S&P viewed this event as a
meaningful departure from the original terms of the credit
agreement, resulting in a 'D' corporate credit and issue-level
ratings under its criteria.

As reported by the TCR on Aug. 4, 2008, Moody's Investors Service
downgraded Journal Register Company's Probability of Default
rating to D from Caa3 and its Corporate Family rating to Ca from
Caa2. The rating outlook is stable.  Moody's plans to withdraw all
of Journal Register's ratings shortly.


JP MORGAN: Fitch Affirms Low-B Ratings With Negative Outlook
------------------------------------------------------------
Fitch affirmed and assigned outlooks for J.P. Morgan Chase
Commercial Mortgage Securities Corp., series 2007-LDP10,
commercial mortgage pass-through certificates as:

  -- $32.2 million class A-1 at 'AAA';; Outlook Stable;
  -- $198.9 million class A-1S 'AAA';; Outlook Stable;
  -- $250.0 million A-2 at 'AAA'; Outlook Stable;
  -- $688.9 million class A-2S at 'AAA'; Outlook Stable;
  -- $150.0 million class A-2SFL at 'AAA'; Outlook Stable;
  -- $1.714.1 million class A-3 at 'AAA'; Outlook Stable;
  -- $179.9 million class A-3S at 'AAA'; Outlook Stable;
  -- $506.5 million class A-1A at 'AAA'; Outlook Stable;
  -- $359.0 million class A-M at 'AAA'; Outlook Stable;
  -- $174.1 million class A-MS at 'AAA'; Outlook Stable;
  -- $200.7 million class A-J at 'AAA'; Outlook Stable;
  -- $145.8 million class AJ-S at 'AAA'; Outlook Stable;
  -- $100.0 million class A-JFL at 'AAA'; Outlook Stable;
  -- Interest-only class X at 'AAA'; Outlook Stable;
  -- $71.8 million class B at 'AA'; Outlook Stable;
  -- $34.8 million class B-S at 'AA'; Outlook Stable;
  -- $26.9 million class C at 'AA-'; Outlook Stable;
  -- $13.1 million class C-S at 'AA-'; Outlook Stable;
  -- $49.4 million class D at 'A' Outlook Stable;
  -- $23.9 million class D-S at 'A' Outlook Stable;
  -- $40.4 million class E at 'A-'; Outlook Stable;
  -- $19.6 million class E-S at 'A-'; Outlook Stable;
  -- $44.9 million class F at 'BBB+'; Outlook Stable;
  -- $21.8 million class F-S at 'BBB+'; Outlook Stable;
  -- $44.9 million class G at 'BBB'; Outlook Stable;
  -- $21.8 million class G-S at 'BBB'; Outlook Stable;
  -- $40.4 million class H at 'BBB-'; Outlook Negative;
  -- $19.6 million class H-S at 'BBB-'; Outlook Negative;
  -- $20.0 million class J at 'BB+'; Outlook Negative;
  -- $20.0 million class K at 'BB'; Outlook Negative;
  -- $13.3 million class L at 'BB-'; Outlook Negative;
  -- $6.7 million class M at 'B+'; Outlook Negative;
  -- $6.7 million class N at 'B'; Outlook Negative;
  -- $13.3 million class P at 'B-'; Outlook Negative.

Fitch does not rate the $66.6 million class NR.

The rating affirmations reflect minimal paydown since issuance and
stable performance of the pool.  As of the September 2008
distribution date, the transaction has paid down by 0.22% to
$5.320 billion from $5.332 billion at issuance.  Outlooks reflect
likely rating changes over the next one to two years.

There have been no specially serviced loans since issuance.  Fitch
has identified 29 loans (8.9%) as Loans of Concern.  The largest
Fitch Loan of Concern (1.4%) is secured by a multifamily property
in Ventura, California.  Although the borrower has nearly
completed all planned renovations, the property has made
concessions to increase occupancy.  The property reported a DSCR
of 0.67x as of June 2008.

The second largest Loan of Concern (1.2%) is secured by a
multifamily property in Sunnyvale, California.  The property is
currently undergoing a $13 million dollar renovation project which
is responsible for a decrease in average occupancy.  Renovations
will take approximately two years to be completed.

There were three additional loans at issuance, Southland Mall
(2.3%), Orchard at Saddleback (1.9%), and Arches Apartments
(1.2%), that were in the process of stabilizing.  Fitch has
reviewed the updated occupancy and cash flow information for these
loans and has determined that Southland Mall and Orchard at
Saddleback were in-line with the stabilization schedule set forth
at issuance.  Renovations at Arches Apartments will take
approximately two years to be completed, based on a recent
servicer inspection.  Information regarding the stabilization
schedule was not available at issuance.

There are two shadow rated loans within the transaction: Centro
Heritage Portfolio V (2.4%) and Center West (1.7%).  Occupancy as
of June 2008 for Centro Heritage Portfolio V and Center West were
89.5% and 74.2%, respectively, consistent with issuance.  Both of
the loans maintain investment grade shadow ratings.


KRONOS ADVANCED: Board Says Operations Halt and Job Cuts Necessary
------------------------------------------------------------------
Kronos Advanced Technologies Inc.'s board of directors, with
the concurrence of the independent committee of the board, has
determined that it is necessary to curtail operations and reduce
its workforce to the extent necessary in order to conserve
remaining assets and maximize their value.

The action, the company stated, was a result of the receipt of
a notice of default from AirWorks Funding LLLP, one of its
secured lenders.  It was also in light of the lack of near term
revenue opportunities, the outlook for its product development
effort and lack of funding alternatives.

Kronos has been, and continues to be, in discussions with its
secured lenders regarding the outstanding obligations under the
secured promissory notes, the alleged occurrence of an event of
default, and Kronos' future operational plan, and the independent
committee of the board is investigating strategies for
maximizing the value of Kronos' operations and assets.  The
secured lenders have indicated that they do not intend to
provide Kronos any additional funding pursuant to the secured
promissory notes or otherwise.

                      About Kronos Advanced

Located in Belmont, Mass. Kronos Advanced Technologies Inc. (OTC
Bulletin Board: KNOS -- http://www.kronosati.com/-- through its   
wholly owned subsidiary, Kronos Air Technologies Inc., has
developed a new, proprietary air movement and purification system
that utilizes high voltage electronics and electrodes to silently
move and clean air without any moving parts.  Kronos is
commercializing its technology for standalone and embedded
products across multiple residential, commercial, industrial and
military markets.  The company's business strategy includes a
combination of building internal capabilities, establishing
strategic alliances and structuring licensing arrangements.


LB-UBS 2007-C7: Fitch Affirms Ratings on Stable Performance
-----------------------------------------------------------
Fitch Ratings affirmed and assigned Ratings Outlooks for LB-UBS
2007-C7, as:

  -- $17.7 million class A-1 at 'AAA' Outlook Stable;
  -- $194 million class A-2 at 'AAA' Outlook Stable;
  -- $74 million class A-AB at 'AAA' Outlook Stable;
  -- $1.7 billion class A-3 at 'AAA' Outlook Stable;
  -- $265.1 million class A-1A at 'AAA' Outlook Stable;
  -- $317 million class A-M at 'AAA' Outlook Stable;
  -- $269.5 million class A-J at 'AAA' Outlook Stable;
  -- Interest-only class X-CL at 'AAA' Outlook Stable;
  -- Interest-only class X-CP at 'AAA' Outlook Stable;
  -- $47.6 million class B at 'AA+' Outlook Stable;
  -- $35.7 million class C at 'AA' Outlook Stable;
  -- $23.8 million class D at 'AA-' Outlook Stable;
  -- $27.7 million class E at 'A+' Outlook Stable;
  -- $15.9 million class F at 'A' Outlook Stable;
  -- $31.7 million class G at 'A-' Outlook Stable;
  -- $27.7 million class H at 'BBB+' Outlook Stable;
  -- $23.8 million class J at 'BBB' Outlook Stable;
  -- $27.7 million class K at 'BBB-' Outlook Stable;
  -- $19.8 million class L at 'BB+' Outlook Stable;
  -- $11.9 million class M at 'BB' Outlook Stable;
  -- $11.9 million class N at 'BB-' Outlook Stable;
  -- $4 million class P at 'B+' Outlook Stable;
  -- $4 million class Q at 'B' Outlook Stable;
  -- $4 million class S at 'B-' Outlook Stable;
  -- Interest-only class X-W at 'AAA'; Outlook Stable.

Fitch does not rate the $47.6 million class T.

The rating affirmations are the result of stable performance and
minimal paydown since issuance in November 2007.  Outlooks reflect
likely rating changes over the next one to two years.  As of the
September 2008 distribution date, the pool's aggregate certificate
balance has decreased 0.04% to $3.16 billion from $3.17 billion at
issuance.  In addition, approximately 76% of the pool has reported
financial statements with the servicer.

Fitch has identified one loan of concern (0.51% of the pool).  
There are no specially serviced assets.

At issuance there were four loans in the top 10, Aventura Mall
(13.8%), The District at Tustin Legacy (6.6%), Legends at Village
West (4.4%) and Nashville Multifamily Portfolio (2.7%), which were
in the process of stabilizing.  Aventura Mall and The Legends at
Village West have servicer reported June 30, 2008 debt-service
coverage ratios of 1.91 times and 1.29x, respectively.  The
Nashville Multifamily Portfolio has not reported financials or
occupancy.  While The District at Tustin Legacy has a servicer
reported DSCR below 1.0x, Fitch has reviewed the updated
occupancy, reserve expenditure, and cash flow information and has
determined that they are in-line with the stabilization schedule
set forth at issuance.  Fitch will continue to monitor these
loans.

The Aventura Mall, Carnegie Hall Tower and the Sears Tower A2-A
note maintain their investment-grade shadow ratings.  Carnegie
Hall Tower reported occupancy of 96.4% as of September 2008 and a
servicer reported DSCR of 1.90x as of June 2008.  The Sears Tower
A2-A note had a servicer reported occupancy of 76% and a
approximate DSCR of 1.36x as of June 2008.

The transaction has minimal near-term maturity risk as only 10.5%
of the loans mature in 2012, and 83.3% mature in 2017.


LEGENDS GAMING: Wants Exclusivity Extended Again Through Mar. 11
----------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that Louisiana Riverboat
Gaming Partnership and its debtor-affiliates, despite stalled
negotiations with Wayzata Opportunities Fund, LLC, which holds
two-thirds of the second-lien debt, have ask the United States
Bankruptcy Court for the Western District of Louisiana to extend
their exclusive periods through Mar. 11, 2008, citing their
efforts at refinancing being "stymied by the partial collapse of
the financial system of the U.S."

The Debtors, according to the report, told the Court that it
generated $22.4 million of earnings before interest, taxes,
depreciation and amortization in the first eight months of the
year.  They said revenue is exceeding projections in the budget
with the lenders, according to the report.

While an agreement to use cash expires at the year's end, the
Debtors said they intend to seek an extension through the end of
June 2009.

                   About Louisiana Riverboat

Headquartered in Bossier City, Louisiana, Louisiana Riverboat
Gaming Partnership, which does business as Diamond Jacks Casino &
Resort, and its debtor-affiliates -- http://www.islecorp.com/--     
operate casinos and hotels.  The company and five of its
affiliates filed for Chapter 11 protection on March 11, 2008
(Bankr. W.D. La. Lead Case No.08-10824).  Tristan E. Manthey, Esq.
and William H. Patrick, III, Esq., at Heller Draper Hayden Patrick
and Horn, represent the Debtors.  The Debtors selected Kurtzman
Carson Consultants LLC as their claims agent.  The U.S. Trustee
for Region 5 has not appointed creditors to serve on an Official
Committee of Unsecured Creditors.

As reported in the Troubled Company Reporter on May 20, 2008, the
Debtors' summary of schedules showed total assets of $250,357,475
and total debts of $220,551,127.


LEHMAN BROTHERS: Moody's Cuts Counterparty Rating to B1 From Baa3
-----------------------------------------------------------------
Moody's Investors Service has downgraded the Counterparty Ratings
of Lehman Brothers Financial Products Inc. and Lehman Brothers
Derivative Products Inc. from Baa3 with direction uncertain to B1
on review for downgrade.

According to Moody's, the voluntary bankruptcy filings made on
October 5, 2008 were unexpected due to the fact that both LBDP and
LBFP are solvent companies, with adequate capital to cover their
scheduled payments, and were structured to be legally separate
from Lehman Brothers Holdings Inc.

There is continued uncertainty regarding the timing of LBDP's and
LBFP's payments to their counterparties.  If the bankruptcy court
upholds LBDP and LBFP's legal separateness, Moody's expects that
the assets of LBDP and LBFP should not be substantively
consolidated with their Parent's bankruptcy estate and therefore
counterparties of LBDP and LBFP should ultimately receive payments
due to them.

The last rating action for LBDP was taken on October 6, 2008 when
its Aaa rating on review for possible downgrade was downgraded to
Baa3 with direction uncertain.

The last rating action for LBFP was taken on October 6, 2008 when
its Aaa rating was downgraded to Baa3 with direction uncertain.


LINCOLN PARK: Forced to Sell Itself or Face Closure or Bankruptcy
-----------------------------------------------------------------
BankruptcyLaw360.com reports that Lincoln Park Hospital is forced
to put itself up for sale or face closure and filing for
bankruptcy, because it cannot access the capital it desperately
needs to fund its operations.

Chicago, Illinois-based Lincoln Park Hospital--
http://www.lincolnparkhospital.com/--owns and operates a  
hospital.


LINENS 'N THINGS: Panel Challenges GE Capital˙s Liens on Assets
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Linens 'n Things,
Inc., and its debtor-affiliates and subsidiaries asks the U.S.
Bankruptcy Court for the District of Delaware for an order
granting it derivative standing to assert certain claims on behalf
of the Debtors' bankruptcy estates against General Electric
Capital Corporation, as administrative agent and collateral agent
for itself and (i) a syndicate group of prepetition lenders, and
(ii) other debtor-in-possession lenders.

The Creditors Committee, with the assistance of its conflicts
counsel, undertook an extensive investigation of the extent,
validity, priority and enforceability of liens asserted by GECC,
including whether the estates have any avoidance and related
causes of action against it.  As a result, the Creditors
Committee has identified certain claims and causes of action
relating to the purported liens of defendants GECC, the
Prepetition Lenders and DIP Lenders, which the Creditors
Committee set forth in a proposed complaint.

A copy of the proposed Complaint is available for free at:

               http://ResearchArchives.com/t/s?33cf

Norman L. Pernick, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, discloses that several of
the Debtors' assets are not subject to the Defendants' liens,
including:

   (a) the 35% interest in the capital stock of the Debtors'
       Canadian subsidiaries;

   (b) certain excluded accounts; and

   (c) the ground lease with Hartz Mountain Industries, Inc.,
       dated November 18, 2004, relating to a real property
       located at 150 Harmon Meadow Boulevard, in Secaucus,
       New Jersey.

Mr. Pernick contends that the Debtors are bound by the lien
validity acknowledgments in the Court's final order approving the
Debtors' postpetition financing, and cannot pursue the Claims.  
He notes that the Final DIP Order precludes the Debtors from
seeking to challenge the liens granted to GECC on the revolving
credit collateral and the corresponding obligations to the
Prepetition Lenders.  Thus, the Debtors cannot be expected to
assert the Claims, no matter how meritorious the Claims may be.

"The fact that the Debtors are prohibited from asserting any
claims against GECC and the Prepetition Lenders to challenge
their liens obviates the need for any formal demand to the
Debtors to prosecute those causes of action and, therefore, the
Committee reasonably believes that any such request would be
futile," Mr. Pernick says.

The proposed Complaint, Mr. Pernick asserts, indisputably meets
the "relatively easy" burden of demonstrating the Claims are
"colorable," citing In re Adelphia Communications Corp., 330 B.R.
364, 376 (Bankr. S.D.N.Y. 2005).  He points out that the
Complaint avers detailed factual allegations that, if proven,
establish that neither GECC nor the Prepetition Lenders were
granted liens on and security interests in the Unpledged Stock,
and that any liens on the Excluded Accounts and the Ground Lease
were not properly perfected as of the Petition Date.  
Accordingly, he says, there is a legitimate basis for the
declaratory relief sought with respect to the purported security
interests or liens in those assets.

The Creditors Committee says that the proposed litigation is an
appropriate expenditure of estate resources as it is designed to
increase the ultimate dividend to the Debtors' constituency.  
Mr. Pernick notes that if the Claims are successfully pursued,
they are likely to yield a significant benefit to the estates and
the creditors.

Mr. Pernick argues that the Creditors Committee is best suited to
undertake pursuit of the Claims because its advisors have become
familiar with the facts and circumstances giving rise to the
Claims, among other reasons.  He also asserts that the Debtors'
unwillingness or inability to bring the Claims against the
Defendants mandates that the Creditors Committee be authorized to
do so to protect the estates' interests.

                    About Linens 'n Things Inc.

Headquartered in Clifton, New Jersey, Linens 'n Things Inc. --
http://www.lnt.com/-- is the second largest specialty retailer of     
home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of Dec. 29, 2007. The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name as well as private label home furnishings
merchandise in the industry. Linens 'n Things has some 585
superstores (33,000 sq. ft. and larger), emphasizing low-priced,
brand-name merchandise, in more than 45 states and about seven
Canadian provinces. Brands include Braun, Krups, Calphalon, Laura
Ashley, Croscill, Waverly, and the company's own label. Linens 'n
Things was acquired by private equity firm Apollo Management in
2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising Company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

Mark D. Collins, Esq., John H. Knight, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., provide Linens 'n Things
with bankruptcy counsel.  The Debtors' special corporate counsel
are Holland N. O'Neil, Esq., Ronald M. Gaswirth, Esq., Stephen A.
McCaretin, Esq., Randall G. Ray, Esq., and Michael S. Haynes,
Esq., at Morgan, Lewis & Bockius, LLP. The Debtors' restructuring
management services provider is Conway Del Genio Gries & Co., LLC.
The Debtors' CRO and Interim CEO is Michael F. Gries, co-founder
of Conways Del Genio Gries & Co., LLC. The Debtors' claims agent
is Kurtzman Carson Consultants, LLC. The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc. The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.  

(Bankruptcy News About Linens 'n Things, Issue No. 19; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


LINENS 'N THINGS: Court OKs to Sell All Assets on October 14
------------------------------------------------------------
Linens 'n Things, Inc., and its debtor-affiliates and subsidiaries
obtained the U.S. Bankruptcy Court for the District of Delaware's
approval to conduct an Oct. 14 auction that would entertain bids
to liquidate part or all of its assets, or offers to buy the
business, which currently consists of 371 LNT stores, as a going
concern.

Linens 'n Things has signed a deal with a joint venture formed by  
largest liquidation agents, which include Gordon Brothers Group,
who offered at least $475,500,000 to conduct closing store sales.
Gordon Brothers, et al., have been selected as stalking horse
bidders, whose bid proposes to sell the merchandise at existing
Linens 'n Things stores and subsequently close the stores.

As previously reported, Cerberus Capital Management LP (CBS.UL)
abandoned a prospective plan to buy Linens 'N Things due to the
chain stores' steep losses, plunging sales, and the huge capital
needed to steer LNT around.

As provided by their $700,000,000 DIP Credit Facility from
General Electric Capital Corp. and other lenders, the Debtors
filed a joint plan of reorganization and disclosure statement on
August 29, 2008.  The DIP Agreement also provides that the
Debtors will default if they fail to obtain approval of the
Disclosure Statement by October 12, complete the solicitation of
the Plan by November 17, and obtain a confirmation order by
December 1.

To date, the Debtors have not asked the Court to set any hearings
with respect to the Plan or the Disclosure Statement.  The
Debtors' counsel, Mark D. Collins, Esq., at Richards Layton &
Finger, P.A., in Wilmington, Delaware, has stated in a previous
Court filing that unless and until the ad hoc committee of senior
noteholders affirmatively supports the Plan, the Debtors do not
intend to move forward with scheduling hearings on the adequacy
of the Disclosure Statement or confirmation of the Plan.

Prior to the Plan filing, the Debtors met repeatedly with the
Official Committee of Unsecured Creditors, General Electric
Capital Corp. and the Noteholders Committee, but were unable to
reach full agreement on a consensual plan, Mr. Collins informs
the Court.  After filing the Plan, the parties continued their
discussions in an effort to obtain support for the Plan.

"Unfortunately, notwithstanding the expenditure of significant
efforts by the Debtors, they were unable to garner the requisite
support from the Ad Hoc Noteholders Committee to move forward
with the Plan,"  Mr. Collins tells the Court.  He notes that DIP
Amendment specifically required the Noteholders Committee's
affirmative support for the Plan to move forward.

The absence of support from the Noteholders Committee for the
Plan raised an issue as to whether the Debtors had fully complied
with the requirements of the DIP Amendment, Mr. Collins relates.  
To address the concern, and avoid an event of default under the
DIP Amendment, the Debtors and GECC entered into a separate
agreement setting forth a specific timeline for conducting a sale
process under Section 363 of the Bankruptcy Code:

     Date              Event
     ----              -----
   09/15/08            Deadline to distribute to prospective
                       going concern bidders and liquidators for
                       a (i) going concern sale, or (ii) partial
                       liquidation of the chain consisting of the
                       closure of up to 130 of the Debtors'
                       stores, provided that the liquidation will
                       be consummate in conjunction with a
                       consensual plan of reorganization, and
                       (iii) a full-chain liquidation of all of
                       the Debtors' business.

   09/29/08            Deadline to designate a stalking horse
                       bidder for the sale.

   10/02/08            Deadline to execute the asset purchase
                       agreement, agency document and all other
                       relevant documents with the stalking horse
                       bidder.

   10/03/08            Deadline to file a motion seeking approval
                       of auction and sale procedures.

   10/10/08            Deadline to obtain a Court-order approving
                       the Bid Procedures.

   10/14/08            Deadline to hold an auction for the
                       Debtors' business or assets.

   10/15/08            Deadline to obtain a Court-order
                       confirming the winning bid received in
                       auction.

   10/16/08            Deadline to consummate the transactions.

A copy of the Sale Timeline Agreement is available for free at:

               http://ResearchArchives.com/t/s?33c8

The Timeline Agreement provides that by October 16, a Court-
approved bid received from an auction should be consummated,
among other provisions.

Despite the exploration of numerous alternatives, Mr. Collins
says that the Debtors have been left in the position of needing
to either (i) commence the orderly liquidation of their remaining
assets, (ii) enter into a transaction providing for the going-
concern sale of the Debtors' businesses, or (iii) enter into some
other value maximizing transaction to maximize the return to
their creditor constituencies.

The Debtors have been working with their financial advisors to
explore potential transactions relating to the sale of the
Debtors and their Canadian Subsidiaries.  They have also been
working with Asset Disposition Advisors, LLC, regarding the
selection of a liquidation firm to conduct store closing sales at
their remaining locations.

Accordingly, the Debtors submit that it is in best interests of
the bankruptcy estates to pursue a sale of substantially all of
their assets, or alternatively, the liquidation of their
merchandise and owned furniture, fixtures and equipment pursuant
to Store Closing Sales under Section 363 of the Bankruptcy Code.

By this motion, the Debtors seek authority to sell substantially
all of their assets through their Court-approved sale procedures
under at least two different possible scenarios:

   (1) A purchaser would acquire the Debtors and the Canadian
       Subsidiaries' Assets, and continue to operate the business
       as a going concern.  It is anticipated that a going
       concern bidder would also seek to conduct Store Closing
       Sales at some of the Debtors' remaining locations; or

   (2) A liquidator would acquire the exclusive right to serve as
       the Debtors' agent to liquidate the Assets through Store
       Closing Sales at the Debtors' 371 remaining stores.

A copy of the list of the Closing Stores potentially subject to
any locations is available for free at:

               http://ResearchArchives.com/t/s?33c9

                       The Sale Procedures

Pursuant to the Sale Procedures, the Debtors entered into an
Agency Agreement with their chosen stalking horse bidder, which
is a joint venture comprised of Gordon Brothers Retail Partners,
LLC, Hilco Merchant Resources, LLC, SB Capital Group, LLC, Tiger
Capital Group, LLC, Hudson Capital Partners, LLC, and Great
American Group, LLC.

According to LBO Wire, the joint venture will pay $475,500,000 to
conduct LNT's going-out-of-business sales.  

A copy of the Agency Agreement is available for free at:

               http://ResearchArchives.com/t/s?33ca

Pursuant to the Agency Agreement, the Debtors are guaranteed to
receive 91.5% of the aggregate cost value of the merchandise
included in the Sale.  Gordon Brothers, et al., will liquidate
the merchandise at LNT's stores and distribution centers, a list
of those is available at:

               http://ResearchArchives.com/t/s?33cb

Aside from seeking the Delaware Bankruptcy Court's approval to
pursue the sale of assets in the U.S., the Agency Agreement also
provides that to the extent the Debtors exercised a certain
"Canadian Put Option", LNT Canada will apply to the Ontario
Superior Court of Justice (Commercial List) presiding over LNT
Canada's proceeding filed under the Companies Creditors  
Arrangement Act, for an order approving the Agency Agreement and
authorizing LNT Canada and Gordon Brothers, et al., to conduct
the sale.

Interested parties will have until October 13, 2008, to top
Gordon Brothers, et al.'s stalking-horse offer.  The approved
Sale Procedures call for bids that are unconditional and not
contingent upon any event, and must provide for consideration
payable only in cash.  An auction will be conducted on October 14
to select the best bid.

At the Debtors' behest, Judge Sontchi will commence a Sale
hearing on October 15, at 3:00 p.m., Eastern Time.

                  Retention and Incentive Plans

In connection with the proposed Store Closing Sales contemplated
by the Agency Agreement, the Debtors tell Judge Sontchi that they
have determined that a retention plan and an incentive plan are
necessary to ensure that the Store Closing Sales are successful,
to ensure that the Debtors satisfy their obligations under the
Agency Agreement, and to incentivize employees to achieve the
maximum results achievable for the Debtors' creditor
constituencies.

Accordingly, the Debtors ask the Court approve (i) the Retention
Plan, which is designed to retain key non-insider headquarters
employees during the pendency of the Store Closing Sales, and
(ii) the Incentive Plan, which is designed to incentivize key
senior management personnel to achieve certain financial results
through the Store Closing Sales.

The Debtors also inform the Court that they intend to pay any
valid, postpetition claims arising under the Worker Adjustment
and Retraining Notification Act, and its state law equivalents
due their employees in connection with any upcoming employee
terminations.  The Debtors intend to pay valid WARN Act claims in
the ordinary course of business.

The Debtors believe that the ancillary relief is necessary to
successfully effectuate the Store Closing Sales, and to maximize
the return available for distribution to the Debtors' creditors.

Copy of the Incentive Plan can be accessed without additional
charges at:

               http://ResearchArchives.com/t/s?33cc

Copies of the Retention Plan can be accessed without additional
charges at:

               http://ResearchArchives.com/t/s?33cd

                           Objections

Prior to the approval of the Sale Procedures, several landlords
filed objections and responses to the Debtors' proposed Sale.  
Among them are:

   * Braintree Business Trust;
   * CBL & Associates Management, Inc.;
   * CREA PPC Longbeach Towne Center PO LLC;
   * Durango Mall, LLC;
   * Hudson Valley NewCo, LLC;
   * Inland Commercial Property Management, Inc., et al.;
   * Flemington Retail, LLC;
   * Folsom Broadstone, Inc., et al.;
   * NP Huntsville LLC, Zanesville Hanes Ltd., & Mayfair Hanes;
   * Pensacola Airport LLC;
   * PS Weymouth, LLC and Post Road Development Equity LLC;
   * PVPW Corporation, BIS Corp. and Smith Farm Florida, LLC;
   * Ramco-Gershenson Properties, L.P., et al.;
   * Simon Property Group, Inc.;
   * The Taubman Landlords;
   * W2001 VHE Realty LLC; and
   * W/S Hadley Properties LLC, et al.

The Landlords said that they do not object to the Store Closing
Sales on the leased premises, however, they object to a sale that
will be conducted in a manner that violates legitimate and
enforceable provisions of each applicable lease at the Closing
Stores.

In their bid to deny or modify the Sale request, the Landlords
asserted one or more of these reasons:

   -- The Sale Procedures and Closing guidelines have
      insufficient information;

   -- The Debtors' request is devoid of provisions dealing with
      the assumption and assignment of the property leases of the
      Closing Stores, including provisions on adequate assurance
      of future performance and financial assurances;

   -- There should be limitations as to the placement of any
      exterior banners at the premises;

   -- Conducting Closing Store Sales is unwarranted under certain
      leases pursuant to previously-signed agreements;

   -- Inclusion of augmented merchandise in any sale should be
      prohibited;

   -- The Debtors should be required to notify the Landlords as
      to the identity of the winning bidder immediately after the
      Auction, and in advance of the Sale Hearing;

   -- There should be prohibition on any solicitation of
      customers outside of the leased premises;

   -- The Sale request did not specify that postpetition rents
      will be paid in accordance with the affected lease and as
      required by the Bankruptcy Code; and

   -- Despite clear requirements for the cure of monetary
      defaults contained in Section 365 of the Bankruptcy Code,
      the Debtors have made no effort to address the process of
      satisfying cure amounts, and resolving any disputes
      regarding the cure amounts.

In his order granting the Sale Procedures, Judge Sontchi held
that objections to the Sale request, other than with respect to
the relief granted, may be filed any time in advance of the Sale
Hearing, or raised orally at the Sale Hearing.

                    About Linens 'n Things Inc.

Headquartered in Clifton, New Jersey, Linens 'n Things Inc. --
http://www.lnt.com/-- is the second largest specialty retailer of     
home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of Dec. 29, 2007. The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name as well as private label home furnishings
merchandise in the industry. Linens 'n Things has some 585
superstores (33,000 sq. ft. and larger), emphasizing low-priced,
brand-name merchandise, in more than 45 states and about seven
Canadian provinces. Brands include Braun, Krups, Calphalon, Laura
Ashley, Croscill, Waverly, and the company's own label. Linens 'n
Things was acquired by private equity firm Apollo Management in
2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising Company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

Mark D. Collins, Esq., John H. Knight, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., provide Linens 'n Things
with bankruptcy counsel.  The Debtors' special corporate counsel
are Holland N. O'Neil, Esq., Ronald M. Gaswirth, Esq., Stephen A.
McCaretin, Esq., Randall G. Ray, Esq., and Michael S. Haynes,
Esq., at Morgan, Lewis & Bockius, LLP. The Debtors' restructuring
management services provider is Conway Del Genio Gries & Co., LLC.
The Debtors' CRO and Interim CEO is Michael F. Gries, co-founder
of Conways Del Genio Gries & Co., LLC. The Debtors' claims agent
is Kurtzman Carson Consultants, LLC. The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc. The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.  

(Bankruptcy News About Linens 'n Things, Issue No. 19; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


LINENS 'N THINGS: To Terminate Deferred Compensation Plan
---------------------------------------------------------
Linens 'n Things, Inc., and its debtor-affiliates and subsidiaries
have sponsored a deferred compensation plan for certain employees
to provide the employees with the opportunity to elect to defer
receipt of specified portions of their base salary, and to have
the deferred amounts treated as if invested in specified
investment vehicles, explains Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware.

The Debtors deposited the Deferred Compensation on a monthly
basis into a "rabbi trust" account at Wachovia Bank, N.A.  The
participants are, then, able to make certain investment elections
with respect to their allocated portion of the total amount on
deposit in the Wachovia Account.

The Newport Group oversees the administration of the Plan, and
provides services including accepting contributions, reconciling
deferral accounts, and notifying the participants of amount of
money in their deferral accounts.  Newport is paid around $40,000
per year for its services.  When a distribution is made to a
participant, account balance is distributed via the Debtors'
payroll as reportable earnings.

By this motion, the Debtors seek the U.S. Bankruptcy Court for
the District of Delaware's authority to terminate the Deferred
Compensation Plan, and continue to sequester the funds pending
further Court order.  The Debtors also seek to have any
postpetition contributions made by the participants accorded
administrative expense priority pursuant to Section 503(b) of the
Bankruptcy Code, and to pay those amounts to the participants.

Terminating the Deferred Compensation now will prevent further
contributions to the Plan from being made, and reduce the costs
of administering the Plan, Mr. Collins asserts.  He argues that
the Plan should be terminated immediately because it no longer
provides any real benefit to its participants or to the
bankruptcy estates.  He notes that postpetition contributions to
the Plan will be unnecessarily sequestered and administered by
the estates.

The postpetition contributions of the participants clearly
qualify as "actual, necessary costs and expenses of preserving
the estate" because they were made and conditioned on the
participants' employment with the Debtors, Mr. Collins says.  He
notes that those contributions were earned postpetition, and the
estates received the benefit of the employees' postpetition
services.

The Debtors believe that the termination of the Deferred
Compensation Plan is in the best interest of the estates, is a
sound exercise of their business judgment, and should be approved
by the Court.

                    About Linens 'n Things Inc.

Headquartered in Clifton, New Jersey, Linens 'n Things Inc. --
http://www.lnt.com/-- is the second largest specialty retailer of     
home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of Dec. 29, 2007. The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name as well as private label home furnishings
merchandise in the industry. Linens 'n Things has some 585
superstores (33,000 sq. ft. and larger), emphasizing low-priced,
brand-name merchandise, in more than 45 states and about seven
Canadian provinces. Brands include Braun, Krups, Calphalon, Laura
Ashley, Croscill, Waverly, and the company's own label. Linens 'n
Things was acquired by private equity firm Apollo Management in
2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising Company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

Mark D. Collins, Esq., John H. Knight, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., provide Linens 'n Things
with bankruptcy counsel.  The Debtors' special corporate counsel
are Holland N. O'Neil, Esq., Ronald M. Gaswirth, Esq., Stephen A.
McCaretin, Esq., Randall G. Ray, Esq., and Michael S. Haynes,
Esq., at Morgan, Lewis & Bockius, LLP. The Debtors' restructuring
management services provider is Conway Del Genio Gries & Co., LLC.
The Debtors' CRO and Interim CEO is Michael F. Gries, co-founder
of Conways Del Genio Gries & Co., LLC. The Debtors' claims agent
is Kurtzman Carson Consultants, LLC. The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc. The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.  

(Bankruptcy News About Linens 'n Things, Issue No. 19; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


LINN ENERGY: $229MM Woodford Sale Won't Affect S&P's 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating on oil and
gas exploration and production company Linn Energy LLC
(B+/Stable/--) is not affected by the company's announcements
that it has sold its Woodford Shale properties for $229 million
and has authorized a $100 million unit repurchase program.  The
sale is consistent with the company's strategy of monetizing non-
core assets.  All proceeds will be used to fund the repurchase
program and for debt repayment.  Pro forma for the asset sale,
Linn Energy will have $600 million of available liquidity,
including cash.


LOWER BUCKS: Moody's Puts B2 Rating on Watchlist for Downgrade  
--------------------------------------------------------------
Moody's Investors Service has placed the B2 rating for Lower Bucks
Hospital on Watchlist for possible downgrade.  The Watchlist
applies to $26 million of Series 1992 Bonds issued by Langhorne
Manor Higher Education and Health Authority, Pennsylvnia.  

The Watchlist follows receipt of unaudited twelve-month financial
statements ending June 30, 2008 and the reported decline in
liquidity to $8.1 million from $13.8 million at FYE 2007.  Moody's
expects to complete its review in the next 90 days.


LSP BATESVILLE: S&P Affirms 'B' Rating on $150MM Sr. Secured Bonds
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' rating on LSP
Batesville Funding Corp.'s $150 million of senior secured bonds
and $176 million of senior secured bonds.  The two tranches mature
in 2014 and 2025, respectively.  At the same time, S&P revised the
outlook to negative.  The '3' recovery rating is unchanged.

"The outlook revision reflects our increased concern that the
company will have sufficient liquidity to service debt and
maintain reserve balances at acceptable levels over the next 12
months," said Standard & Poor's credit analyst Justin Martin.

The power generation project continues to struggle with the legacy
effect on capacity revenues from the outage at Unit 2 that
occurred August 2007 to February 2008.  At the same time, plant
performance for the second and third quarters included facility
trips at full load, which, when translated to equivalent starts
under the long-term parts agreement with manufacturer Siemens,
represent additional payments to Siemens.  Due to the combined
effect of these events, project management anticipates a cash
shortfall when the January 2009 bond payment comes due.

Management has previously indicated that shortfalls of any size
would be funded through support from LSP Batesville's ultimate
parent company, Complete Energy Holdings LLC.  Given current
credit market conditions, S&P views both the existence of the
projected shortfall and any difficulties in realizing this support
as downward pressures on credit quality.

Trailing 12 months' cash debt service coverage for second-quarter
2008 was 0.51x, up slightly from 0.42x, as the outage-related
payment reductions from J. Aron & Co. gradually diminish through
August 2008.  

The project has mitigated maintenance costs somewhat through the
LTPA with Siemens, but remains vulnerable.  The plant must realize
sustained improved performance to avoid tapping reserves.  If the
company sustains coverage ratios at low but steady levels, S&P
will likely revise the outlook to stable.  A reduction of the debt
service reserve of 25% or more will likely result in a ratings
downgrade.  As always, continued operational problems resulting in
additional forced outage penalties, foregone revenues, or higher
operating costs, will put downward pressure on the rating.  


LUMINENT MORTGAGE: Court Withdraws Approval of $3.2MM Financing
---------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Bankruptcy
Court for the District of Maryland withdrew its approval of the
postpetition, secured, super-priority financing from Arco Capital
Corp. for Luminent Mortgage Capital, Inc., and its debtor-
affiliates.  

BankruptcyData.com reported on Oct. 9, 2008, that the Court issued
a final order approving the Debtors' emergency motion to
reconsider an earlier order denying their request to obtain DIP
financing from Arco.

Dawn McCarty of Bloomberg News reported on Oct. 8 that the Debtors
asked the Court, on an expedited hearing, to declare them in
compliance with their loan agreement with Arco.  Bloomberg
reported that Arco sent default notices on Oct 3 and 6 advising
that they hadn't complied with the financing agreement.

On September 10, 2008, the Bankruptcy Court authorized the
Debtors, on an interim basis, to enter into the Arco DIP Facility
and access $400,000 under the Facility.  The Facility provides for
loans of up to $3.2 million to fund postpetition operations and
certain reorganization expenses.  Loans under the Facility bear an
interest rate of LIBOR plus 2% per annum and the maturity date of
the Facility is the earlier of the effective date of a confirmed
plan of reorganization, January 31, 2009, or the termination of
the commitment by Arco to make loans upon the occurrence of an
event of default or the acceleration of the outstanding
obligations.

The Facility is subject to additional terms and conditions,
including the adherence to an operating budget, and can be
terminated at any time due to an event of default as specified in
the Facility at which time all loans plus accrued interest would
become immediately due and payable. Repayment of the loan is
collateralized by a security interest in property owned by the
Debtors or certain of their subsidiaries.

                    About Luminent Mortgage

Luminent Mortgage Capital, Inc. (OTCBB: LUMCE) is a real estate
investment trust, or REIT, which, together with its subsidiaries,
has historically invested in two core mortgage investment
strategies. Under its Residential Mortgage Credit strategy, the
Company invests in mortgage loans purchased from selected high-
quality providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.  Under its Spread
strategy, the Company invests primarily in U.S. agency and other
highly-rated single-family, adjustable-rate and hybrid adjustable-
rate mortgage-backed securities.

Luminent and nine subsidiaries filed September 5, 2008, for relief
under Chapter 11 of the U.S Bankruptcy Code in the United States
Bankruptcy Court for the District of Maryland, Baltimore Division
(Lead Case No. 08-21389).  Immediately prior to the filing, the
Debtor executed a Plan Support and Forbearance Agreement with
secured creditor Arco Capital Corp., Ltd., WAMU Capital Corp. and
convertible noteholders representing 100% of the outstanding
principal amount of its convertible notes.

Bloomberg News reports that Luminent listed debts of $484,100,000
and assets of $13,400,000 as of July 31, 2008.  Bloomberg adds
that 30 largest unsecured creditors are owed a total of
$221,800,000.  Wells Fargo & Co., indenture trustee for Luminent's
8-1/8% bonds due in 2027, is listed as the largest unsecured
creditor. The principal amount owed under the bonds is
$90,000,000, Bloomberg says.

Luminent and its debtor-subsidiaries continue to operate their
business as debtors-in-possession under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions
of the Bankruptcy Code and orders of the Bankruptcy Court.


MARY MURRAY-JOHNSON: Case Summary & Five Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Mary Louise Murray-Johnson
        16 Ridgewood Drive
        Rye, NY 10580

Bankruptcy Case No.: 08-23478

Chapter 11 Petition Date: October 12, 2008

Court: Southern District of New York (White Plains)

Debtor's Counsel: Nathan Horowitz, Esq.
                  nathanhorowitz@verizon.net
                  1 Water Street, 1st Floor
                  White Plains, NY 10601
                  Tel: (914) 684-0551
                  Fax: (914) 949-9223

Total Assets: $2,440,633

Total Debts: $2,459,128

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

             http://bankrupt.com/misc/nysb08-23478.pdf


MATRIX DEVELOPMENT: Court Extends Exclusivity Through Mar. 30
-------------------------------------------------------------
Bill Rochelle reports that the U.S. Bankruptcy Court for the
District of Oregon extended the exclusive period for Matrix
Development Corp. to file its Chapter 11 plan until March 30,
2009.

                        About Legend Homes

Headquartered in Portland, Oregon, Matrix Development Corp. aka
Legend Homes -- http://www.legendhomes.com-- designs and builds   
homes and condominiums.  The company filed for Chapter 11
protection on June 10, 2008 (Bankr. D. Ore. Case No.08-32798).  
David A. Foraker, Esq. at Greene & Markley P.C. is the Debtor's
counsel.  When the Debtor filed for protection against its
creditors, it listed assets of between $100 million and
$500 million and debts of between $100 million and
$500 million.


MCJUNKIN RED: S&P's Ratings Unmoved by Completed LaBarge Deal
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on McJunkin Red Man Corp. (B+/Stable/--) remain unchanged
following the announcement that the company has completed the
acquisition of St. Louis-based LaBarge Pipe & Steel Co. La Barge
Pipe & Steel is a distributor of large diameter carbon steel pipe
to the North American energy infrastructure market.  The
acquisition increases McJunkin's exposure to the exploration &
production midstream segment.  S&P does not expect the transaction
to add meaningfully to the company's credit metrics.


MEDFORD CROSSINGS: Files 3rd Revised Plan & Disclosure Statement
----------------------------------------------------------------
Bill Rochelle reports that the Medford Crossings North LLC and its
debtor-affiliates submitted its third revised, liquidating Chapter
11 plan and explanatory disclosure statement with the U.S.
Bankruptcy Court for the District of New Jersey.  The Debtor filed
the first plan in April 2008, according to the report.

Currently, unsecured creditors with $2.4 million in claims are
projected to recover 30%, according to the report.  The Debtors
are contributing at least $500,000 in return for a release of
lawsuits creditors might file, according to the report.  Some
creditors remain in opposition to the plan, according to the
report.

The Court has scheduled a hearing for approval of the disclosure
statement on Oct. 14.

                     About Medford Crossings

Cherry Hill, New Jersey-based Medford Crossings North LLC develops
real estate and has a project at 281-acre lot in Medford, New
Jersey.  The Debtor and nine debtor-affiliates filed for chapter
11 protection on Oct. 17, 2007 (Bankr. D. N.J. Lead Case No.
07-25115).  The Court has granted joint administration over these
cases.  Edmond M. George, Esq. at Obermayer, Rebmann, Maxwell &
Hippel LLP represents the Debtors in their restructuring efforts.

On Oct. 25, 2007, two of Medford Crossings North's debtor-
affiliates, Medford Crossings North Urban Renewal LLC and Medford
Crossings South Urban Renewal LLC, filed for bankruptcy protection
(Bankr. D. N.J. Case Nos. 07-25587 and 07-25591).

When the Debtors filed for bankruptcy, they listed assets between
$100,000 and liabilities between $1 million to $100 million.


MERRILL LYNCH: S&P Trims Ratings on Five Certificate Classes
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of commercial mortgage pass-through certificates from
Merrill Lynch Mortgage Trust 2006-C1.  Concurrently, S&P affirmed
its ratings on 18 other classes from this series and removed eight
of the ratings from CreditWatch, where they were placed with
negative implications on Oct. 7, 2008.  

The lowered ratings reflect the anticipated credit support erosion
upon the eventual resolution of three ($30.3 million, 1%) of the
four specially serviced assets.  The lowered ratings also reflect
concerns regarding six ($34.5 million, 1%) of the 17 loans in the
pool that have reported debt service coverage of less than 1.0x.  
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.

There are four loans totaling $32.8 million (1%) with the special
servicer, CWCapital Asset Management LLC.  Details of the loans
are:

     -- The Fourth and Walnut loan has a total exposure of
        $24.4 million (1%) and was transferred to the special
        servicer in June 2008 due to imminent default.  The
        special servicer is in the process of appointing a
        receiver and plans to foreclose on the property.  The loan
        is secured by a 356,061-sq.-ft. office building in
        Cincinnati, Ohio; the property was built in 1903 and was
        last renovated in 1996. The July 23, 2008, appraisal
        valued the property at $23.4 million.

     -- The Indore Retail Center loan has a total exposure of
        $4.4 million (0.2%) and was transferred to the special
        servicer in October 2007 after the property became 100%
        vacant.  The special servicer is moving forward with
        foreclosure proceedings but is trying to negotiate a deed-
        in-lieu with the borrower.  The loan is secured by a
        16,112-sq.-ft. retail center built in 2005 in Littleton,
        Colorado.  The most recent appraisal dated Nov. 9, 2007,
        valued the property at $3.7 million.  An $802,173
        appraisal reduction amount is in effect on this asset.

     -- The 300 Prince Street loan has a total exposure of
        $2.5 million (0.1%) and was transferred to the special
        servicer in March 2008 due to imminent default.  The
        previous mortgage debt was not paid off in full, and the
        borrower and special servicer are working to resolve the
        title issue.  The loan is secured by a 50,316-sq.-ft.
        industrial property built in 2004 in Albuquerque, New
        Mexico.  At this time, Standard & Poor's expects the title
        insurance to cover any expenses to remedy the title issue
        and does not expect a loss upon the resolution of the
        asset.

     -- The 45 Barbour Street loan has a total exposure of
        $2.2 million (0.1%) and was transferred to the special
        servicer in November 2007 due to monetary default.  The
        special servicer is proceeding with foreclosure; a judge
        recently approved receivership and the property is
        currently listed for sale.  The loan is secured by 46-unit
        multifamily property built in 1970 in Hartford,
        Connecticut.  A Jan. 3, 2008, appraisal valued the
        property at $1.25 million, and a $971,395 ARA is in effect
        on this asset.

There are 17 loans in the pool, totaling $117.8 million (5%), that
have a reported DSC lower than 1.0x.  The loans are secured
primarily by a variety of office, multifamily, retail, and self-
storage properties.  The loans have experienced an average decline
in DSC of 39.4% since issuance.  Standard & Poor's has credit
concerns with six ($34.5 million, 1%) of the 17 loans.  Most of
the properties securing these loans have experienced a combination
of declining occupancy and higher operating expenses.  

As of the Sept. 15, 2008, remittance report, the collateral pool
consisted of 244 loans with an aggregate trust balance of
$2.451 billion, compared with the same number of loans totaling
$2.490 billion at issuance.  The master servicers, Wells Fargo
Bank N.A. and Midland Loan Services Inc., reported financial
information for 95% of the pool.  Eighty-nine percent of the
servicer-provided information was full-year 2007 data.  Based on
this data, Standard & Poor's calculated a weighted average DSC of
1.71x for the pool, up from 1.50x at issuance.  The three
delinquent loans ($30.3 million, 1%) with the special servicer are
the only delinquent loans in the pool; two of the three loans have
ARAs in effect totaling $1.8 million as detailed above.  To date,
the trust has not experienced any losses.

The top 10 loans have an aggregate outstanding balance of
$871.3 million (36%) and a weighted average DSC of 1.83x, up from
1.64x at issuance.  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 exposures. One was characterized as
"excellent," and the remaining properties were characterized as
"good."

Fourteen loans had credit characteristics consistent with
investment-grade rated obligations at issuance.  With the
exception of the Office Town at Village Creek loan ($2.3 million,
0.9%), the credit characteristics of the remaining 13 loans are
still consistent with those of investment-grade rated obligations.  
The Office Town at Village Creek has suffered a significant net
cash flow decline since issuance due to a decline in revenue and a
large increase in expenses.  The details for the two largest loans
in the pool that had credit characteristics consistent with
investment-grade rated obligations are:

     -- The largest loan in the pool, the Northpoint Mall loan,
        has a trust balance of $156.7 million (6%) and a whole-
        loan balance of $219.7 million.  The whole loan consists
        of a $156.7 million senior participation and a
        $60.9 million B note.  The whole loan is secured by a
        1,038,536-sq.-ft. super-regional mall in Alpharetta,
        Georgia.  Occupancy as of March 31, 2008, was 91% and the
        year-end 2007 DSC was 1.70x, compared with 85% occupancy
        and a DSC of 1.62x at issuance.  Standard & Poor's
        adjusted NCF has increased by 5% since issuance.

     -- The second-largest loan in the pool, the Mall of Louisiana
        loan, has a trust balance of $119.4 million (5%) and a
        whole-loan balance of $174.4 million.  The whole loan
        consists of a $119.4 million senior participation and a
        $54.7 million B note.  In addition, there is a
        $62.7 million mezzanine loan secured by a pledge of
        partnership interests in the borrowing entity.  The whole
        loan is secured by a 1,304,602-sq.-ft. regional mall in
        Baton Rouge, Louisiana.  Occupancy as of March 31, 2008,
        was 93% and the year-end 2007 DSC was 2.23x.  Standard &
        Poor's value is comparable to its value at issuance.

Wells Fargo and Midland reported a watchlist of 34 loans with an
aggregate outstanding balance of $264.3 million (11%).  The
largest loan on the watchlist and the seventh-largest loan in the
pool is the Raintree Corporate Center 1 and 2 loan ($57.8 million,
2%).  The loan is secured by two, multitenanted office buildings
in Scottsdale, Arizona, built between 2002 and 2004, containing a
total of 298,865 sq. ft.  The loan appears on the watchlist
because Pulte Homes, the largest tenant, occupying 149,992 sq. ft.
or 50% of the net rentable space has exercised its right of early
termination for November 2009.  As of Dec. 31, 2007, the property
reported a DSC of 1.11x.

Standard & Poor's identified 15 collateral properties
($153.6 million aggregate principal balance, 6%) in areas affected
by Hurricane Ike.  Seven properties ($34.9 million, 1%) did not
experience any damage.  Five of the properties sustained damage
as: The Embassy Suites located in Houston, Texas ($13.5 million,
0.6%), reported damage and is presently running on generators;
Copperwood Village ($53.2 million, 2%) and The Homewood Suites
($3.4 million, 0.1%), both located in Houston, Texas, and Bent
Tree Apartments ($12.0 million, 0.5%), located in Katy, Texas, had
minimal damage; and The Orange Grove Shopping Center
($14.2 million, 0.6%), which is part of the Galileo NXL Portfolio,
experienced roof damage with an estimated repair cost of $600,000.   
All of the affected properties have casualty insurance that
should offset repair costs.

Information is still pending for the remaining three properties
($34.9 million, 1%) affected by Hurricane Ike; S&P will continue
to evaluate information as it becomes available.

Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the lowered and
affirmed ratings.
      
       Ratings Lowered and Removed from Creditwatch Negative

Merrill Lynch Mortgage Trust 2006-C1
Commercial mortgage pass-through certificates

              Rating
              ------
Class      To       From              Credit enhancement
-----      --       ----              ------------------
K          BB-      BB/Watch Neg             2.29%
L          B+       BB-/Watch Neg            2.03%
M          B        B+/Watch Neg             1.78%
N          B-       B/Watch Neg              1.52%
P          CCC+     B-/Watch Neg             1.27%
   
      Ratings Affirmed and Removed from Creditwatch Negative

Merrill Lynch Mortgage Trust 2006-C1
Commercial mortgage pass-through certificates

             Rating
             ------
Class      To      From            Credit enhancement
-----      --      ----            ------------------
G          BBB      BBB/Watch Neg         3.94%
H          BBB-     BBB-/Watch Neg        2.92%
J          BB+      BB+/Watch Neg         2.67%
     
                         Ratings Affirmed

Merrill Lynch Mortgage Trust 2006-C1
Commercial mortgage pass-through certificates     
   
Class      Rating      Credit enhancement
-----      ------      ------------------
A-1        AAA               30.48%
A-2        AAA               30.48%
A-3        AAA               30.48%
A-3B       AAA               30.48%
A-SB       AAA               30.48%
A-4        AAA               30.48%
A-1A       AAA               30.48%
A-M        AAA               20.32%
A-J        AAA               11.43%
B          AA                 9.14%
C          AA-                8.00%
D          A                  6.73%
E          A-                 5.97%
F          BBB+               4.83%
X          AAA                 N/A


N/A -- Not applicable.


MERVYN'S LLC: Creditors Have Until Jan. 9 to File Proofs of Claim
-----------------------------------------------------------------
Mervyn's LLC and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to establish Jan. 9, 2009, at
6:00 p.m., as the general bar date for filing proofs of claim.  

Christopher M. Samis, Esq., at Richards, Layton & Finger, PA, in
Wilmington, Delaware, relates that the Debtors propose to give
all creditors more than 60 days' notice giving them ample time to
review the Schedules of Assets and Liabilities, which the Debtors
intend to file on October 27, 2008.  The Debtors believe the
notice period is sufficient to comply with Rule 3003(c)(3) of the
Federal Rules of the Bankruptcy Procedure.

To facilitate their goal of completing their restructuring and
emerging from Chapter 11, the Debtors will require complete and
accurate information regarding the nature, validity, amount, and
status of all claims against them, Mr. Samis tells the Court.

Specifically, the Debtors propose to establish these bar dates
for filing proofs of claim:

   (a) The deadline for all governmental units to file claims
       against the Debtors will be on January 26, 2009, at 6:00
       p.m.;

   (b) Except where a Claim has been listed in the Schedules as
       disputed, contingent or unliquidated, establishing
       the later of (i) the General Bar Date or the Government
       Bar Date, as applicable to that Claim, or (ii) 20 calendar
       days after the holder of the Claim is served with notice
       that the Debtors have amended their Schedules, reducing,
       deleting, or changing the status of that Claim, as the bar
       date for filing a proof of claim with respect to the
       Amended Claim;

   (c) Except as otherwise set forth in any order authorizing
       rejection of an executory contract or unexpired lease,
       establishing the later of (i) the General Bar Date or the
       Government Bar Date, as applicable to that Claim, or (ii)
       30 days after the date of any order authorizing the
       rejection of an executory contract or unexpired lease, as
       the bar date by which a proof of claim relating to the
       Debtors' rejection of the contract must be filed; and

   (d) Approving the Debtors' proposed form and manner of notice
       of the General Bar Date, the Amended Schedules Bar Date,
       the Rejection Bar Date, and the Government Bar Date.

The Debtors propose that these entities must file proofs of claim
on or before the General Bar Date:

   (a) any person or entity whose Claim against the Debtors is
       not listed in the applicable Debtors' Schedules or is
       listed as disputed, contingent, or unliquidated, and who
       desires to participate in any of the Debtors' Chapter 11
       cases or share in any distribution; and

   (b) any person or entity who believes that its Claim is
       improperly classified in the Schedules or is listed in an
       incorrect amount and who desires to have its Claims
       allowed in a classification or amount other than that
       identified in the Schedules.

According to the Debtors, these persons or entities whose Claims
would be subject to the General Bar Date need not file proofs of
claim:

   (a) any person or entity that already has filed a signed proof
       of claim against the applicable Debtors with the Clerk of
       the Bankruptcy Court for the District of Delaware in a
       form substantially similar to Official Bankruptcy Form
       B10;

   (b) any person or entity whose Claim is listed on the
       Schedules if (i) the Claim is not scheduled as any of the
       disputed, contingent, or unliquidated; (ii) the entity
       agrees with the amount, nature, and priority of the Claim
       as set forth in the Schedules; and (ii) any person or
       entity who does not dispute that its Claim is an
       obligation only of the specific Debtor against which the
       Claim is listed in the Schedules;

   (c) a holder of a Claim that previously has been allowed by
       the Court;

   (d) a holder of a Claim that has been paid in full by any of
       the Debtors pursuant to the Bankruptcy Code or in
       accordance with an order of the Court;

   (e) a holder of a Claim for which a specific deadline
       previously has been fixed by the Court;

   (f) any Debtor having a Claim against another Debtor;

   (g) any holder of a Claim allowable under Sections 503(b) and
       507(a)(2) of the Bankruptcy Code as an expense of
       administration;

   (h) any person or entity whose Claim is limited exclusively to
       the repayment of principal, interest, or other applicable
       fees and charges on or under the Prepetition Senior Loan
       Facility; provided however, that any holder wishing to
       assert a Claim, other than a Prepetition Loan Facility
       Claim, arising out of or relating to the Prepetition
       Senior Loan Facility is required to file a proof of claim
       on or before the General Bar Date, unless another
       exception applies; and

   (i) any person or entity whose Claim is limited exclusively to
       the repayment of principal, interest, or other applicable
       fees and charges on or under the Subordinated Promissory
       Note (SCSF Note); provided, however, that any holder of
       the SCSF Note wishing to assert a Claim, other than a SCSF
       Note Claim, arising out of or relating to the SCSF Note is
       required to file proof of claim on or before the General
       Bar Date, unless another exception applies.

The Debtors assert that any person or entity that is required to
file a proof of claim but fails to do so by the applicable Bar
Date, should be forever barred, estopped, and enjoined from (a)
asserting any Claim that the person or entity has, that:

  -- is in an amount that exceeds what is identified in the
     Schedules on behalf of the entity as undisputed,
     noncontingent, and liquidated; or

--  is of a different nature or a different classification than
     any Claim identified in the Schedules on behalf of the
     person or entity,

or (b) voting upon, or receiving distributions under any Plan of
Reorganization in the Debtors' cases in respect of an Unscheduled
Claim.

The Debtors further propose that all persons or entities
asserting Claims against more than one Debtor be required to file
separate proof of claim with respect to each and identify on each
proof of claim the particular Debtor which their claim is
asserted.

                          Notices

The Debtors will serve on all known persons or entities holding
potential prepetition Claims a notice of the Bar Dates and a
Proof of Claim Form.  

In light of the size, complexity, and geographic diversity of the
Debtors' operations, potential Claims against the Debtors may
exist that they have been unable to identify on the Schedules.  
Pursuant to Rule 2002(1) of the Federal Rules of the Bankruptcy
Procedure, the Debtors will publish notice of Bar Dates in The
Wall Street Journal, the San Francisco Chronicle, and other local
newspapers, trade journals, or similar publications as the
Debtors deem appropriate, at least 30 days prior to the General
Bar Date.

The full-text copy of the notice of Bar Dates can be accessed for
free at http://ResearchArchives.com/t/s?33c5

                          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 8; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)  
MERVYN'S LLC: Officials Say Job Cuts Part of Restructuring Plan
---------------------------------------------------------------
Mervyn's LLC has cut a significant number of jobs, including jobs
in some of its stores and its distributions centers in Fremont and
Ontario, as well as unfilled positions from its Hayward
headquarters, reports East Bay Business Times.

The affected positions including finance, human resources,
information technology, marketing, merchandising and store
operations.

Mervyn's obtained authority from the U.S. Bankruptcy Court for the
District of Delaware to conduct the closing of 26 of its 175
stores on or before November.  With each store employing between
90 and 120 workers, the total number of laid off employees would
be roughly 2,340 to 3,120, according to East Bay Business.  

Mervyn's Spokesman Roy Berces did not divulge the exact number of
employees laid off.

"Decisions to reduce headcount are never easy -- this was as
difficult as our announcement to close 26 stores in August.  But
we are confident that further cost reduction will put Mervyns in
a better position to return to profitability.  This is no
reflection on the contributions, dedication and hard work of
everyone affected today," East Bay Business quoted John Goodman,
CEO of Mervyn's, as saying.

Officials said the layoffs are a "critical component of the
company˙s restructuring plan," reports East Bay Business.

                    Worst Holiday Season

The San Francisco Chronicle said that Mervyn's is struggling to
remain solvent and is facing what is expected to be the worst
holiday season in years, where sales are predicted to rise just
2.2 percent over 2007 -- the slowest growth since 2002.

Mervyn's has a large presence in regions like California's
Central Valley and in Nevada, where Mervyns' customers were hit
particularly hard with the housing meltdown and accompanying
economic problems, Mr. Berces told the the San Francisco
Chronicle.

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

                       
MIAMI ENTERTAINMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Miami Entertainment, Inc.
        4001 Presidential Parkway
        Atlanta, GA 30340

Bankruptcy Case No.: 08-79618

Type of Business: The Debtor operates a night club.

Chapter 11 Petition Date: October 3, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Rodney L. Eason, Esq.
                  reason@easonlawfirm.com
                  The Eason Law Firm
                  6150 Old National Highway, Suite 200
                  College Park, GA 30349-4367
                  Tel: (770) 909-7200
                  Fax: (770) 909-0644

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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


MIRABILIS VENTURES: Contends Government Violated Automatic Stay
---------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that Mirabilis Ventures,
Inc., and its debtor-affiliates contend that the U.S. government
violated the so-called automatic stay by continuing a forfeiture
action aimed at taking away the Debtors's property based on the
fraud the U.S. Attorney says was perpetrated by Frank Amodeo, the
principal of the private-equity fund from Orlando, Florida.

The Debtors, according to the report, point to a preliminary order
of forfeiture made by a U.S. District Court in Orlando on the week
ended Oct. 4, 2008, saying that their property was forfeit to the
government.  The order tells anyone claiming an interest in the
property to file papers in the district court explaining its
rights to the property, according to the report.

The preliminary forfeiture order was made with Amodeo's consent,
according to the report.

The Court has scheduled a hearing on Oct. 17 to determine whether
the government violated bankruptcy law, the same day it will
consider dismissing the Debtors' bankruptcy case and consider
extending their exclusive right to file their Chapter 11 plan, as
Troubled Company Reporter reported on Oct. 3.

                     About Mirabilis Ventures

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


ML-CFC COMMERCIAL: S&P Holds Ratings on 26 Classes of Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 26
classes of commercial mortgage pass-through certificates from ML-
CFC Commercial Mortgage Trust 2007-7.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.

As of the Sept. 11, 2008, remittance report, the collateral pool
consisted of 326 loans with an aggregate trust balance of
$2.77 billion, compared with the same number of loans and totaling
$2.79 billion at issuance.  The master servicers, Midland Loan
Services Inc. and Wachovia Bank N.A., reported financial
information for 89% of the pool, 97% of which was full-year 2007
data.  Standard & Poor's calculated a weighted average debt
service coverage of 1.29x for the pool, compared with 1.34x at
issuance.  There are four 30-plus-days delinquent loans in the
pool ($19.1 million), three 60-plus-days delinquent loans
($17.5 million), and one 90-plus-days delinquent loan
($7.5 million).  There are 13 loans ($69.3 million) with the
special servicer, Midland, one of which has an appraisal reduction
amount in effect for $1.9 million.  The trust has not experienced
any losses to date.

The top 10 loans have an aggregate outstanding balance of
$542.1 million (20%) and a weighted average DSC of 1.22x, down
from 1.31x at issuance.  Standard & Poor's reviewed property
inspections provided by the master servicer for six of the assets
underlying the top 10 exposures.  One of the properties was
characterized as "excellent," and the remaining properties were
characterized as "good."

The credit characteristics of the One Turnberry Place
($14.3 million) and Old Glory ($4.9 million) loans are consistent
with those of investment-grade obligations.  Standard & Poor's
adjusted valuations are comparable to their levels at issuance.

Standard & Poor's has credit concerns with four ($20.0 million) of
the 30 loans ($256.3 million, 9%) in the pool that have reported
low DSCs, excluding those with the special servicer.  The four
loans that are credit concerns are secured by retail, office,
multifamily, and self-storage properties and have experienced a
decline in occupancy and increased operating expenses.  The 30
loans with low DSCs are secured by a variety of property types
with an average balance of $8.5 million and have experienced a
weighted average decline in DSC of 40% since issuance.  The 26
loans that are not credit concerns have significant debt service
reserves or are in various stages of lease-up or renovation, and
S&P expects the net cash flow available for debt service to
improve in the future.

In addition, there are two loans in the pool secured by office
properties ($12.0 million) that will have low DSCs when their
initial interest-only periods end in 19 to 21 months.  S&P has
credit concerns with both of these loans.

Details of the specially serviced loans are :

     -- Four of the loans ($21.6 million total exposure) with the
        special servicer have a related borrower and are secured
        by three retail properties and one office property in
        Springfield, Missouri.  The loans are not cross-
        collateralized or cross-defaulted.  Three of the loans
        ($17.8 million total exposure) are 60-plus-days
        delinquent, and the remaining loan ($3.8 million total
        exposure) is 30-plus-days delinquent.  All the loans were
        transferred on April 10, 2008, due to monetary default.
        Midland is currently negotiating a forbearance agreement,
        which would bring the loans current within a year.  At
        this time, Standard & Poor's expects a minimal loss, if
        any, upon the resolution of the asset.

     -- The Morehouse Portfolio ($17.3 million total exposure) is
        secured by five industrial and retail properties in
        California, Texas, and Oklahoma totaling 305,775 sq. ft.
        The loan was transferred on Oct. 2, 2008, due to a payment
        default of the subordinate "b" note.  The securitized debt
        remains current.

     -- The City Furniture loan ($14.1 million total exposure) is
        secured by the fee interest in a 119,814-sq.-ft. retail
        property in Henderson, Nevada.  It was transferred to
        Midland on May 21, 2008, due to immanent default after the
        former largest tenant vacated the property.  Midland is
        finalizing a loan modification agreement with the
        borrower, and Standard & Poor's does not expect a loss
        upon the completion of the workout at this time.

     -- Sienna Gardens has a total exposure of $7.8 million and is
        90-plus-days delinquent.  The loan is secured by a 36,200-
        sq.-ft. office property in Orlando, Florida.  The loan was
        transferred on March 12, 2008, after the former largest
        tenant vacated the property.  There is a $1.9 million ARA
        in effect on this loan.

     -- The Buffalo Business Center loan has a current balance of
        $6.4 million and is secured by a 36,113-sq.-ft. office
        property in Las Vegas, Nevada.  The loan remains current
        but was transferred on July, 21, 2008, after the borrowers
        requested forbearance.  Midland rejected the request and
        is processing a change of property management request.   
        Standard & Poor's expects the loan will be returned to the
        master servicer in the near future.

     -- Retreat Village Shopping Center has a balance of
        $2.9 million and is less than 30 days delinquent.  The
        loan is secured by a 16,411-sq.-ft. retail property in
        St. Simons Island, Georgia.  The loan was transferred on
        Oct. 17, 2007, for monetary default.  Midland has
        requested new property management and is working with the
        borrower to resolve the outstanding issues.  Standard &
        Poor's does not expect a loss upon the resolution of the
        workout at this time.

Wachovia and Midland reported a watchlist of 56 loans
($627.2 million, 23%).  While three of the 10 largest loans
($188.0 million, 7%) in the pool are on the servicer's watchlist
for low DSC and tenant bankruptcy, they are performing within
S&P's expectations and are not credit concerns at this time.

Standard & Poor's identified 17 loans ($93 million; 3%) in areas
affected by Hurricane Ike.  Generally, the properties have
suffered minor damage; however, to date, the servicers have not
been able to contact borrowers for all of the affected properties.  
S&P will continue to monitor the situation as more information
becomes available.

Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the affirmed ratings.
        
                         Ratings Affirmed
     
ML-CFC Commercial Mortgage Trust 2007-7
Commercial mortgage pass-through certificates
   
Class    Rating            Credit enhancement
-----    ------            ------------------
A-1      AAA                     30.13%
A-1-A    AAA                     30.13%
A-2      AAA                     30.13%
A-2FL    AAA                     30.13%
A-3FL    AAA                     30.13%
A-4      AAA                     30.13%
A-4FL    AAA                     30.13%
A-SB     AAA                     30.13%
AM       AAA                     20.09%
AM-FL    AAA                     20.09%
AJ       AAA                     12.18%
AJ-FL    AAA                     12.18%
B        AA                      10.17%
C        AA-                      9.17%
D        A                        7.53%
E        A-                       6.53%
F        BBB+                     5.27%
G        BBB                      4.27%
H        BBB-                     3.39%
J        BB+                      3.01%
K        BB                       2.64%
L        BB-                      2.26%
M        B+                       2.01%
N        B                        1.76%
P        B-                       1.51%
X        AAA                       N/A

N/A -- Not applicable.


MORGAN STANLEY: Moody's Cuts Class IIIA Notes' Rating to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service has downgraded its rating on the notes
issued by Morgan Stanley Managed ACES SPC AB SCDO Series 2007-15:

Class Description: $10,000,000 Class IIIA Secured Floating Rate
Notes due 2017

  -- Prior Rating: Baa3
  -- Prior Rating Date: 9/24/2008
  -- Current Rating: Ba1

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


MORGAN STANLEY: Moody's Trims $21MM Notes' Rating to Ba1 From Baa3
------------------------------------------------------------------
Moody's Investors Service has downgraded its ratings of the notes
issued by Morgan Stanley Managed ACES SPC AB SCDO Series 2007-11:

Class Description: $20,000,000 Class IA Secured Floating Rate
Notes due 2017

  -- Prior Rating: A2
  -- Prior Rating Date: 9/24/2008
  -- Current Rating: Baa1

Class Description: $21,000,000 Class IIIA Secured Floating Rate
Notes due 2017

  -- Prior Rating: Baa3
  -- Prior Rating Date: 9/24/2008
  -- Current Rating: Ba1

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.


MORGAN STANLEY: Moody's Chips Notes Ratings on Poor Credit Quality
------------------------------------------------------------------
Moody's Investors Service has downgraded its ratings of the notes
issued by Morgan Stanley Managed ACES SPC AB SCDO Series 2007-5:

Class Description: JPY 1,000,000,000 Class III SrB Secured
Floating Rate Notes due 2017

  -- Prior Rating: Baa3
  -- Prior Rating Date: 9/24/2008
  -- Current Rating: Ba1

Class Description: $50,000,000 Class IIIA Secured Floating Rate
Notes due 2017

  -- Prior Rating: Baa3
  -- Prior Rating Date: 9/24/2008
  -- Current Rating: Ba1

Class Description: $21,700,000 Class IIIF Secured Floating Rate
Notes due 2017

  -- Prior Rating: Baa3
  -- Prior Rating Date: 9/24/2008
  -- Current Rating: Ba1

Class Description: $15,000,000 Class IIIH Secured Fixed Rate Notes
due 2017

  -- Prior Rating: Baa3
  -- Prior Rating Date: 9/24/2008
  -- Current Rating: Ba1

Class Description: SGD 15,300,000 Class IIII Secured Fixed Rate
Notes due 2017

  -- Prior Rating: Baa3
  -- Prior Rating Date: 9/24/2008
  -- Current Rating: Ba1

Class Description: AU$13,000,000 Class IIIJ Secured Fixed Rate
Notes due 2017

  -- Prior Rating: Baa3
  -- Prior Rating Date: 9/24/2008
  -- Current Rating: Ba1

Class Description: JPY 1,000,000,000 Class IV SrB Secured Floating
Rate Notes due 2017

  -- Prior Rating: Ba1
  -- Prior Rating Date: 9/24/2008
  -- Current Rating: Ba3

Class Description: JPY 1,000,000,000 Class IV SrD Secured Floating
Rate Notes due 2017

  -- Prior Rating: Ba1
  -- Prior Rating Date: 9/24/2008
  -- Current Rating: Ba3

Class Description: JPY 1,000,000,000 Class IV SrF Secured Fixed
Rate Notes due 2017

  -- Prior Rating: Ba1
  -- Prior Rating Date: 9/24/2008
  -- Current Rating: Ba3

Class Description: JPY 1,000,000,000 Class V SrB Secured Floating
Rate Notes due 2017

  -- Prior Rating: Ba3
  -- Prior Rating Date: 9/24/2008
  -- Current Rating: B2

Class Description: JPY 1,000,000,000 Class V SrC Secured Floating
Rate Notes due 2017

  -- Prior Rating: Ba3
  -- Prior Rating Date: 9/24/2008
  -- Current Rating: B2

Class Description: $100,000,000 Class VA Secured Floating Rate
Notes due 2017

  -- Prior Rating: Ba3
  -- Prior Rating Date: 9/24/2008
  -- Current Rating: B2

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.


MORGAN STANLEY: Moody's Cuts $40MM Class IIIA Notes Rating to Ba2
-----------------------------------------------------------------
Moody's Investors Service has downgraded its rating of the notes
issued by Morgan Stanley Managed ACES SPC AB SCDO Series 2007-1:

Class Description: $45,000,000 Class IA Secured Floating Rate
Notes due 2014

  -- Prior Rating: A2
  -- Prior Rating Date: 9/24/2008
  -- Current Rating: Baa1

Class Description: EUR7,500,000 Class IC Secured Floating Rate
Notes due 2014

  -- Prior Rating: A2
  -- Prior Rating Date: 9/24/2008
  -- Current Rating: Baa1

Class Description: $100,000,000 Class ID Secured Floating Rate
Notes due 2014

  -- Prior Rating: A2
  -- Prior Rating Date: 9/24/2008
  -- Current Rating: Baa1

Class Description: $40,000,000 Class IIIA Secured Floating Rate
Notes due 2014

  -- Prior Rating: Baa3
  -- Prior Rating Date: 9/24/2008
  -- Current Rating: Ba2

Class Description: $5,000,000 Class IVA Secured Floating Rate
Notes due 2014

  -- Prior Rating: Ba1
  -- Prior Rating Date: 9/24/2008
  -- Current Rating: Ba3

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


MORGAN STANLEY: S&P Chips Ratings on Three Classes of Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Trust 2007-IQ14.  Concurrently, S&P
affirmed its ratings on 22 other classes from this transaction.

The downgrades reflect credit concerns with 16 of the 43 loans in
the pool that have reported debt service coverage of less than
1.0x.  The downgrades also reflect the anticipated credit support
erosion upon the eventual resolution of one of the three assets
with the special servicer, Centerline Capital Group.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.

Standard & Poor's has credit concerns with 16 ($101.5 million) of
the 43 loans ($548.9 million) in the pool with a low reported DSC.  
The 43 loans with low reported DSCs are secured by a variety of
property types, have an average balance of $12.8 million, and have
experienced a weighted average decline in DSC of 28% since
issuance.  The 16 loans that are credit concerns are secured
by a variety of property types that have experienced a combination
of declining occupancy and higher operating expenses.  Twenty-
seven of the loans are not credit concerns because they have
significant debt service reserves and are secured by properties
that have experienced improved occupancy.  Some properties are
also undergoing renovation, and S&P expects them to improve once
the renovations are complete.

Three assets ($36.4 million balance) are with the special
servicer; details are:

     -- The New York City Apartment Portfolio Roll-Up loan
        ($195.0 million, 4%) is the fourth-largest loan in the
        pool and is secured by 47 apartment buildings, totaling
        1,199 units, primarily in East Harlem in Manhattan.  In
        addition to the senior debt, the equity interests of the
        borrower are secured by a $20 million mezzanine loan and
        an additional equity contribution of $20 million.  The
        loan was transferred to Centerline due to a technical
        default.  The default was caused when both guarantors,
        Insureprofit Ltd. and Starlight Investments Ltd., declared
        bankruptcy in the U.K. Norwich Union Mortgage Finance Ltd.
        has been appointed as the receiver.  

        The mezzanine debt is currently in monetary default, and
        Centerline has extended the mezzanine lender's (Bank of
        America N.A.) right to cure the default until Oct. 30,
        2008.  Currently, Bank of America is considering selling
        the mezzanine debt.  At this time, Standard & Poor's does
        not expect a loss upon the completion of the workout;
        however, S&P could apply a workout fee of 1% of all future
        cash flows generated from the properties that secure the
        loan if the loan is returned to the master servicer as a
        rehabilitated loan.

     -- The Falls at Settler's Walk loan has a total exposure of
        $6.5 million.  The loan was transferred to the special
        servicer on Dec. 6, 2007, for monetary default.  The loan
        is secured by a 63-unit multifamily property in
        Springboro, Ohio.  There is a $1.1 million appraisal
        reduction amount in effect.  Centerline expects a
        foreclosure sale in November. Standard & Poor's expects a
        moderate loss upon the completion of the workout.

     -- The Ingleside Maxi Storage loan has a balance of
        $2.0 million and additional advances, including interest
        thereon, totaling $25,138.  The loan is secured by the fee
        interest in a 46,200-sq.-ft. self storage property in
        Clinton Township, Michigan.  The loan was transferred to
        Centerline on June 1, 2008, due to monetary default.  The
        loan is now current, and S&P expects the loan to be
        returned to the master servicer in the near future.

As of the Sept. 15, 2008, remittance report, the collateral pool
consisted of 423 loans with an aggregate trust balance of
$4.89 billion, compared with the same number of loans totaling
$4.90 billion at issuance.  The master servicers, Wells Fargo
Commercial Mortgage Servicing, Capmark Finance Inc., and
Prudential Asset Resources, reported financial information for 98%
of the pool, all of which was full-year 2007 data.  Standard &
Poor's calculated a weighted average DSC of 1.28x for the pool,
down from 1.35x at issuance.  The Falls at Settler's Walk loan is
the only delinquent loan in the pool.  The trust has not
experienced any losses to date.

The top 10 loans have an aggregate outstanding balance of
$2.0 billion (41%) and a weighted average DSC of 1.11x, down from
1.21x at issuance.  Standard & Poor's reviewed property
inspections provided by the master servicers for seven of the
assets underlying the top 10 exposures.  Fifteen of the properties
were characterized as "fair," one property was characterized as
"excellent," while the remaining properties were characterized as
"good."

Wells, Capmark, and Prudential reported a watchlist of 53 loans
($1.33 billion, 27%).  While three of the 10 largest loans ($954.0
million, 20%) in the pool are on the servicer's watchlist for low
DSC, the two largest loans are performing within S&P's
expectations and are not credit concerns at this time.

The City View Center loan ($81.0 million, 2%) is the third-largest
loan on the watchlist and the eighth-largest exposure in the pool.  
The loan is secured by a 506,141-sq.-ft. power retail center in
Garfield Heights, Ohio.  The loan appears on the watchlist because
the property reported a DSC of 1.01x for the year-ended Dec. 31,
2007, and 97% occupancy.  The property was built in 2006 on top of
a former landfill. Standard & Poor's has learned that there is a
methane gas leak at the property.  Because of the gas leak, the
largest tenant, Wal-Mart Stores Inc. (AA/Stable/A-1+), has closed
its store at the property.  

The borrower is currently working to resolve the situation and has
been in discussions with state and federal environmental
authorities.  The loan is current, and the property is covered
under an environmental insurance policy, which has a $10 million
limit.  At this time, the situation did not contribute to the
downgrades.  Standard & Poor's will evaluate information on
the loan as it becomes available and will take rating actions as
appropriate.

The remaining loans are on the watchlist primarily because of low
occupancy or a decline in DSC since issuance.

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

                         Rating Lowered
  
Morgan Stanley Capital I Trust 2007-IQ14
Commercial mortgage pass-through certificates

            Rating
            ------
Class     To      From      Credit enhancement
-----     --      ----      ------------------
L         BB      BB+             2.89%
M         BB-     BB              2.64%
N         B+      BB-             2.13%

                         Ratings Affirmed
  
Morgan Stanley Capital I Trust 2007-IQ14
Commercial mortgage pass-through certificates

Class   Rating            Credit enhancement
-----   ------            ------------------
A-1     AAA                     30.12
A-1-A   AAA                     30.12
A-2     AAA                     30.12
A-2FL   AAA                     30.12
A-3     AAA                     30.12
A-4     AAA                     30.12
A-5FL   AAA                     30.12
A-AB     AAA                    30.11
A-M     AAA                     20.08
A-MFL   AAA                     20.08
A-J     AAA                     12.05
A-JFL   AAA                     12.05
B       AA+                     11.67
C       AA                      10.04
D       AA-                      8.91
E       A+                       8.66
F       A                        7.78
G       A-                       6.90
H       BBB+                     5.40
J       BBB                      4.39
K       BBB-                     3.26
X       AAA                       N/A


N/A -- Not applicable.



MORRIS PUBLISHING: S&P Revises Issue Level Rating to CCC- From CCC
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its issue-level and
recovery ratings on Morris Publishing Group LLC's subordinated
debt.  The issue-level rating was lowered to 'CCC-' from 'CCC'.  
The recovery rating was revised to '6', indicating that lenders
can expect negligible recovery in the event of a payment default,
from '5'.

The issue-level rating on Morris Publishing's senior secured
credit facilities remains at 'B', and the recovery rating on these
loans remains at '1', indicating the expectation for very high
recovery in the event of a payment default.

"The revised subordinated debt ratings reflect the potential for
higher levels of secured borrowings under the revolving credit
facility than we had factored into our previous analysis,"
explained Standard & Poor's credit analyst Liz Fairbanks.

The revision follows the company's announcement that it had
entered into a third amendment to its senior secured credit
facility, which among other provisions, loosened the financial
covenants, increased pricing, and reduced the revolving credit
commitment to $100 million from $175 million.

The corporate credit rating on Morris Publishing remains at 'CCC+'
and the rating outlook remains negative.  This rating reflects our
concern that, even with the amendment to financial covenants, the
company will be unable to sustain its current capital structure
over the next several quarters without a significant improvement
in the operating environment.  

Ratings List

Morris Publishing Group LLC
Corporate Credit Rating       CCC+/Negative/--
Secured Debt(1)               B
   Recovery Rating             1

Downgraded
                               To            From
                               --            ----
Morris Publishing Group LLC
Subordinated Debt(2)          CCC-          CCC
   Recovery Rating             6             5

(1) Guaranteed by Morris Communications Co. LLC
(2) Co-issued by Morris Publishing Finance Co.


NAVISTAR INTERNATIONAL: Jeffrey Altman Discloses 8.03% Stake
------------------------------------------------------------
Jeffrey A. Altman, individually, and as managing member of Owl
Creek Advisors, LLC, as general partner of Owl Creek I, L.P. and
Owl Creek II L.P., as managing member of the general partner of
Owl Creek Asset Management, L.P., as investment manager to Owl
Creek Overseas Fund, Ltd. and Owl Creek Socially Responsible
Investment Fund, Ltd., disclosed in a Securities and Exchange
Commission filing that he may be deemed to beneficially own
5,716,264 shares of Navistar International Corporation's common
stock, representing 8.03% of the shares issued and outstanding.

Navistar International Corporation (NYSE: NAV) produces
International(R) brand commercial and military vehicles,
MaxxForce(TM) brand diesel engines, IC brand school and commercial
buses, and Workhorse(R) brand chassis for motor homes and step
vans, and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV markets.  Navistar is
also a provider of truck and diesel engine parts.  Another
affiliate offers financing services.

Navistar International Corporation reported $272 million net
income for the three months ended July 31, 2008, on sales and
revenues of $3.8 billion.

As of July 31, 2008, Navistar $11.5 billion in total assets, $11.7
billion in total liabilities and $228 million in shareholders'
deficit.


NETEFFECT INC: Court Approves $8MM Assets Sale to Intel
-------------------------------------------------------
Bill Rochelle reports that the U.S. Bankruptcy Court for the
District of Oregon approved the sale of the assets of NetEffect,
Inc., to Intel Corp. for $8 million, there having been no higher
offer at auction.

Based in Austin, Texas, NetEffect Inc. is engaged in the Data
Network Solutions business.  The company filed for Chapter 11
reorganization on Aug. 27, 2008 (Bankr. D. Del. 08-12008).  Curtis
A. Hehn, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Debtors
as counsel.  The U.S. Trustee for Region 3 has not appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed assets of between $500,000 and $1,000,000,
and debts of between $10,000,000 to $50,000,000.


NEW CENTURY: KPMG, et al., Object to Bid for Protection Order
-------------------------------------------------------------
Various parties ask the United States Bankruptcy Court for the
District of Delaware to deny the request of Michael J. Missal, the
Court-appointed Examiner, for protection and the prohibition of
third-party discovery requests.  The objecting parties are:

    -- Robert Cole, Edward Gotschall, Brad Morrice, and Patti
       Dodge, former officers of the Debtors,

    -- certain underwriters, namely Bear Stearns & Co., Inc.,
       Deutsche Bank Securities Inc., Jefferies & Company, Inc.,
       JMP Securities LLC, Morgan Stanley & Co. Inc., Piper
       Jaffray & Co., Roth Capital Partners, LLC, and Stifel
       Nicolaus Inc.,

    -- the New York State Teachers' Retirement System, and

    -- KPMG, LLP.

According to the Officers and Underwriters, the Examiner's
request is premature, since no motion has been presented before
the Court to compel discovery, on which it can consider the
propriety of granting or denying a discovery.  Moreover, the
objectors assert, there is no compelling reason to destroy any
documents, which may prove to be relevant to the ongoing
proceedings.

The Officers and Underwriters, and the Teachers' Retirement
System insist that providing the Examiner with unilateral
authority with respect to the Debtors' Chapter 11 cases will be
contrary to the principles of transparency associated with the
bankruptcy process.  Additionally, given the pending litigation
and federal investigations, destruction of documents will deprive
the courts the ability to compel the production of relevant
documents.

The Officers also note that because they have cooperated with the
Examiner and shared the documents, it will be inequitable and
inappropriate for him to destroy those documents.

The Teachers' Retirement System asserts that the investigative
record and other investigative materials may contain relevant
information in the securities litigation it has brought against
the Debtors.  Destruction of those documents, which may not be
obtained from other sources, is extremely prejudicial, the
Teachers' Retirement System insists.

Further, the Teachers' Retirement System states that the Examiner
should not be immune from relevant discovery requests.  
Preventing discovery denies it the ability to obtain information
necessary in the prosecution of the Securities Litigation, the
Teachers' Retirement System adds.

KPMG submits that the Examiner's request violates the notion of
basic fairness, since the Liquidating Trustee will have access to
millions of pages of the Examiner's documents, while the other
side in any litigation will be barred from similar access.  KPMG
asserts that the Court should not sanction an uneven playing
field, especially when the Examiner -- a "disinterested and
nonadversarial" Court-appointee -- is allowed to be the conduit
of information that is delivered to one side but not the other.

KPMG also asserts that the Examiner's request nullifies the
protection the Court granted to KPMG, under dispute resolution
procedures that were agreed upon between KPMG and New Century.  
The Procedures provide that any proceeding brought against KPMG
must be governed by certain arbitration provisions; this
protection is preserved by the Protective Order, as well as the
Federal Arbitration Act and controlling Third Circuit authority -
- In re Mintze, 434 F.3d 222 (2006).  KPMG maintains that the
Examiner's request "blows the doors off those protections" by
providing the Liquidating Trustee with access to materials not
otherwise accessible in ordinary discovery, in violation of
KPMG's bargained-for contractual rights.

In response to KPMG's objections, the New Century Liquidating
Trust and Reorganized New Century Warehouse Corporation, through
Alan M. Jacobs, as Liquidating Trustee and Plan Administrator,
states that the Examiner's request does not prevent KPMG from
asserting an alleged right to arbitrate any claims brought
against it.

Moreover, Mr. Jacobs asserts the Examiner's request does not
abrogate the Protective Order, which permitted the Examiner to
disclose confidential information on KPMG to the Committee;
rather, it provides that upon completion of his investigation,
the Examiner will hold and preserve any KPMG confidential
information, subject to Court's determination.

According to Mr. Jacobs, the Examiner's investigation was
intended for the estates' benefit, and to deny him access to the
documents will be contrary to the courts which have recognized
that the estate representative is entitled to that access.

Mr. Jacobs adds that denying access also prevents him from
independently evaluating, assessing, building and acting upon the
Examiner's investigation for the benefit of the Liquidating
Trust.

                Liquidating Trustee Complains of
                   Examiner's Extended Duties

Alan M. Jacobs, as the Liquidating Trustee, does not object to
the Examiner's request to be discharged, since the latter has
completed his duties mandated by the Examiner Order.  However,
Mr. Jacobs asks the Court to deny the Examiner's request to
continue seeking reimbursement of fees and expenses, to the
extent that his services are not requested or approved by the
Liquidating Trust.

According to Mr. Jacobs, the Official Committee of Unsecured
Creditors has been concerned with the expenses associated with
the Examiner's undertaking, and it has repeatedly expressed this
concern to the Court.  Mr. Jacob relates that since the
Examiner's investigation ended and final report was filed, the
Examiner and his counsel have continued to take actions that
resulted in the accrual of over $450,000 in fees and expenses, in
addition to the $20,000,000 they already incurred during the
investigation.  Those actions, according to Mr. Jacobs, have not
provided any benefit to the Debtors' estates or their creditors.

In addition, Mr. Jacobs tells Judge Carey that the Examiner seeks
to assist third-parties in their investigation of the Debtors,
whether or not such services benefit the Liquidating Trust or its
beneficiaries.  He maintains that the Examiner's appointment is
not a perpetual assignment, and the Court enters the Discharge
Order, the Examiner should only assist the Liquidating Trust at
its request, since the Trust is responsible for the Examiner's
fees and expenses.

Mr. Jacobs states that if the Examiner's future actions are not
limited, the Examiner and his counsel may incur hundreds of
thousands of dollars of fees and expenses.

Mr. Jacobs that strict guidelines should be set in place
regarding the limited actions the Examiner and his counsel are
permitted to take, to ensure that the actions taken are for the
benefit of the Liquidating Trust and its beneficiaries.

Furthermore, Mr. Jacobs insists that as a condition to the
discharge, the Examiner and his counsel should be directed to
work with the Liquidating Trust, to ensure the timely transition
of the investigative record and other investigative materials to
the Trust.

                       Examiner Responds

According to the Examiner, with respect to the documents provided
in the course of his investigation, he merely intends to transfer
copies of those materials to the Liquidating Trustee upon his
discharge.

The Examiner takes no position with respect to whether those
materials are discoverable or responsive to the requests of
interested parties.  The Examiner leaves that determination to
the Liquidating Trustee and the Court.  Accordingly, he seeks the
Court's permission to turn over those materials to the
Liquidating Trustee, and asks relief from subsequent third-party
discovery requests.

The Examiner states that the objections are unfounded with
respect to his request for protection against the waiver of any
attorney-client privilege.  He says that he seeks to provide
information in a manner that does not undermine his ability to
assert the attorney-client privilege and other protection, with
respect to the materials generated in the investigation.

Regarding the request to destroy documents, the Examiner submits
that he merely seeks to define his obligations on the millions of
documents and other data he has collected.  He adds that once the
transfer to the Liquidating Trustee is complete, he will no
longer be the sole repository of those documents.  He clarifies
that no documents will be destroyed without the permission of the
Liquidating Trustee and the United States Trustee.

The Examiner explains that he had undertaken an impartial
investigation and prepared a thorough and objective report.  KPMG
has asserted that he has improperly acted as an advocate instead
of an independent investigator.  The Examiner counters that he
had been open to meeting with anyone possessing information
relevant to his investigation, and he had not shared his findings
prior to the completion of the Final Report.

The Examiner notes that he had invited KPMG to provide
information they deemed relevant to the investigation, which KPMG
consistently refused.

With respect to the Liquidating Trustee's statements on the
Examiner's fees, the Examiner represents that after the filing of
the Final Report, a significant portion of his work relates to
his efforts to coordinate with various parties, including the
Committee, as directed by the Examiner Appointment Order.

                   About New Century Financial

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real           
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and
Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets
of $36,276,815 and total debts of $102,503,950.

The Court confirmed the Debtors' second amended joint chapter 11
plan on July 15, 2008.  (New Century Bankruptcy News, Issue No.
47; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


NEXCEN BRANDS: Completes $26 Million Waverly Unit Sale to Iconix
----------------------------------------------------------------
NexCen Brands, Inc. disclosed in a Securities and Exchange
Commission filing that on Oct. 6, 2008, it completed the sale of
its Waverly business to Iconix Brand Group, Inc.  

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

NM Rothschild & Sons Limited acted as the financial advisor to
NexCen.

                       About NexCen Brands

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

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

                          *     *     *

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

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

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


NORTHERN BAY: "No Action Taken" on Accountant Retention Request
---------------------------------------------------------------
Robert D. Martin of the U.S. Bankruptcy Court for the Western
District of Wisconsin entered an order of "no action taken"
relating to the request of Northern Bay LLC to employ Bardole &
Wolfe CPAs, S.C., as its accountant.  Judge Martin ruled that
until the Debtor's motion is renewed in some way by an advocate
for it, the Court will take no action.

According to the Debtor's motion, B&W will:

   a) provide assistance in gathering and preparing financial
      information required to prepare any amendments to the
      Schedules and Statement of Financial Affairs to be filed by
      the Debtor in this Chapter 11 case;

   b) prepare tax returns for the Debtor;

   c) prepare payroll, sales tax forms and any other tax related
      documents or filings required of the Debtor during the
      pendency of this Chapter 11 proceeding; and

   d) prepare financial statements and accounting information as
      may be necessary to preserve and protect the estate, realize
      on the assets of the estate and assist the Debtor to satisfy
      its duties to creditors and parties-in-interest.

Mark D. Conzelmann, the Debtor's counsel, discloses that B&W's
requested compensation for professional services rendered to the
Debtor will be as set forth in an Affidavit.  The Debtor has
agreed to compensate B&W for professional services and to
reimburse for necessary expenses incurred.

To the best of the Debtor's knowledge, B&W does not hold any
interest adverse to the Debtor or its estate, and is a
"disinterested person" as the term is defined in the Bankruptcy
Code.

Headquartered in Arkdale, Wisconsin, Northern Bay, LLC --
http://www.northernbayresort.com/-- owns and operates a golf   
course and lakewide condominiums.  The company filed for Chapter
11 bankruptcy protection on June 30, 2008 (W.D. Wis. Case No. 08-
13400).  Denis P. Bartell, Esq. represents the Debtor as counsel.  
When the company filed for protection from its creditors, it
listed estimated assets of between $50 million and $100 million
and estimated debts of between $10 million and $50 million.

                       
NORTHERN BAY: Wants Court Nod to Hire DeWitt Ross as Local Counsel
------------------------------------------------------------------
Northern Bay LLC seeks authority from the U.S. Bankruptcy Court
for the Western District of Wisconsin to employ DeWitt Ross &
Stevens SC as its local counsel.

DeWitt Ross will:

   a) provide legal advice with respect to the Debtor's power and  
      duties as Debtor-in-Possession in the continued operation
      and management of its business;

   b) pursue the sale of some or all of its assets pursuant to the
      provisions of the Code;

   c) pursue approval of a disclosure statement and confirmation
      of a plan;

   d) prepare, on behalf of the Debtor, all necessary
      applications, motions, complaints, answers, orders, reports  
      and other legal papers as required by applicable bankruptcy
      or non-bankruptcy law, as dictated by the demands of this
      case or as required by the Court, and represent the Debtor
      in any hearings or proceedings related thereto;

   e) appear in Court and protect the interests of the Debtor
      before this Court; and

   f) perform all other legal services for the Debtor that may be
      necessary and proper in this case.

The Debtor discloses that Denis P. Bartell bills $315 per hour.  
The firm's associates bill between $180 to $250 per hour, and
qualified bankruptcy paralegals bill $120 per hour.  The Debtor
will reimburse the firm on necessary expenses incurred in
connection with the Chapter 11 case.

To the best of the Debtor's knowledge, the proposed local counsel
does not hold or represent any interest adverse to the Debtor-in-
Possession in its estate and creditors, and is a "disinterested
person" as the term is defined in the Bankruptcy Code.

Headquartered in Arkdale, Wisconsin, Northern Bay, LLC --
http://www.northernbayresort.com/-- owns and operates a golf   
course and lakewide condominiums.  The company filed for Chapter
11 bankruptcy protection on June 30, 2008 (W.D. Wis. Case No.
08-13400).  When the company filed for protection from its
creditors, it listed assets of between $50 million and
$100 million and debts of between $10 million and $50 million.


NORTHFIELD LABS: Reports $5.9 Million Net Loss for August 31
------------------------------------------------------------
Northfield Laboratories, Inc., reported $5,921,720 net loss for
the three months ended Aug. 31, 2008, compared to $4,805,457 net
loss for the same period a year earlier.

The company said that the increase in net loss was primarily
driven by an increase in its efforts to prepare its BLA for
PolyHeme to be submitted to FDA and to ready our manufacturing
facility for FDA inspection.  At its annual meeting of
shareholders on Oct. 2, 2008, the company affirmed it plan to
submit a biologics license application for PolHeme(R) during the
fourth calender quarter of 2008.  It will also ask priority review
designation for its application.

The company's balance sheet at Aug. 31, 2008, showed $24,386,049
in total assets and $2,682,115 in total liabilities resulting in a
$21,703,934 stockholders' equity.

                        Going Concern Doubt

Oct. 10, 2008, KPMG LLP expressed substantial doubt about
Northfield Laboratories Inc.'s ability to continue as a going
concern after auditing the company's financial statement for the
year ended May 31, 2008.  The firm reported that the company has
suffered recurring losses from operations and insufficient capital
resources to fund its continuing operations.

A full-text copy of the company's regulatory is available for free
at http://ResearchArchives.com/t/s?33c3

Headquartered in Evanston, Illinois, Northfield Laboratories Inc.
(NASDAQ:NFLD) -- http://www.northfieldlabs.com/-- develops
oxygen-carrying red blood cell to patients with low hemoglobin
level.


NOVASTAR FINANCIAL: Todd Phillips Quits as Accounting Chief
-----------------------------------------------------------
NovaStar Financial Inc. disclosed in a Securities and Exchange
Commission filing that on Sept. 30, 2008, Todd Phillips, the
company's Chief Accounting Officer, voluntarily terminated his
employment.  

Headquartered in Kansas City, Missouri, NovaStar Financial Inc.
(NYSE: NFI) -- http://www.novastarmortgage.com/-- prior to       
significant changes in its business during 2007 and the first
quarter of 2008, the company originated, purchased, securitized,
sold, invested in and serviced residential nonconforming mortgage
loans and mortgage backed securities.  

Novastar Financial Inc.'s consolidated balance sheet at June 30,
2008, showed $1.5 billion in total assets, $1.1 billion in total
liabilities, and $384.4 million in total stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on April 4, 2008,
Deloitte & Touche LLP, in Kansas City, Missouri, expressed
substantial doubt about Novastar Financial Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.  

The auditing firm pointed to the company's deficit in
shareholders' equity, the disruption in the credit markets and
related liquidity issues, the sale of its loan servicing
operations and the decision to cease all of its mortgage lending
operations.


NOVASTAR MORTGAGE: Opposes Involuntary Petition with Technicality
-----------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that NovaStar Mortgage,
Inc., asked the U.S. Bankruptcy Court for the District of Delaware
to dismiss its involuntary Chapter 7 bankruptcy case because the
petition was mailed to it and not to the attention of an officer.

The Alleged Debtor, according to the report, says bankruptcy rules
require sending an involuntary petition to the attention of an
officer or managing agent.  It wasn't sufficient, the Alleged
Debtor, argues, that a courtesy copy of the petition was sent to
its lawyers, according to the report.

The Alleged Debtor, according to the report, also argues that
Court should send the case to Missouri, because the Alleged Debtor
is incorporated in Virginia and has its principal assets and place
of business in Kansas City, Missouri.

Kansas City, Missouri-based NovaStar Mortgage, Inc. --
http://www.novastarmortgage.com/-- is a finance company that   
originates, purchases, securitizes, sells and invests in loans and
mortgage-backed securities.

Taberna Preferred Funding I, Taberna Preferred Funding II and
Kodiak CDO I filed an involuntary Chapter 7 bankruptcy case with
the United States Bankruptcy Court for the District of Delaware
(Case No. 08-12125) against the Debtor on September 12, 2008.  The
creditors claimed that the Debtor owed them $81,757,796 in
promissory notes.


ORLA ENTERPRISES: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Orla Enterprises
        5 Sorrel Lane
        Lemont, IL 60439

Bankruptcy Case No.: 08-27287

Type of Business: The Debtor is a building contractor.

Chapter 11 Petition Date: October 10, 2008

Court: Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: Robert R. Benjamin, Esq.
                  rbenjamin@querrey.com
                  Querrey & Harrow, Ltd.
                  175 West Jackson Boulevard, Suite 1600
                  Chicago, IL 60604
                  Tel: (312) 540-7000
                  Fax: (312) 540-0578

Total Assets: $2,805,931

Total Debts: $5,204,434

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

             http://bankrupt.com/misc/ilnb08-27287.pdf      


PETTERS AVIATION: Affiliate Approved to Pay Pre-Bankruptcy Wages
----------------------------------------------------------------
Bill Rochelle reports that the U.S. Bankruptcy Court for the
District of Minnesota gave approval to Petters Aviation, LLC, and
its debtor-affiliates to pay workers for pre-bankruptcy accrued
wages.

The Debtors have yet to file motions seeking permission to use
cash or to approve secured financing, according to the report.

Petters Aviation LLC, and its debtor-affiliates MN Airlines LLC,
dba. Sun Country Airlines Inc. and MN Airline Holdings Inc. filed
separate petitions for Chapter 11 relief on Oct. 6, 2008 (Bankr.
D. Minn. Lead Case No. 08-45136).  Brian F. Leonard, Esq., Matthew
R. Burton, Esq., at Leonard O'Brien et al., represented the
Debtors as counsel.  When Petters Aviation LLC filed for
protection from its creditors, it listed assets of $50 million and
$100 million, and the same range of debts.


PETTERS COMPANY: Files for Chapter 11 Bankruptcy in Minnesota
-------------------------------------------------------------
Petters Company, Inc., along with its affiliates, Petters Group
Worldwide LLC, filed a voluntary petition under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Minnesota.

According to Bloomberg News, the Chapter 11 filing came after
agents of the Federal Bureau of Investigation raided the company's
headquarters on September 24, 2008, over alleged $2 billion in
fraud.  The company's assets were frozen, the report says.

On Oct. 7, 2008, Lancelot Investors Fund LLP, which lost as much
as $1 billion from fraud, sued founder Tom Petters and its company
for violations of the Racketeer Influenced and Corrupt
Organization Act, Bloomberg says.  Moreover, AI Plus Inc., IOC
Distribution Inc., and certain investment groups comprised of
ministries and non-profit organization also sued the company, the
report adds.

Bloomberg relates that a federal court judge sentenced Mr. Petters
to jail without bail for masterminding a fraud at the company on
Oct. 8, 2008.

Star Tribune reports that more than 50 employees of the company
will be laid off.  The job cut is expected to affect support and
administrative employees at the company's headquarters, the report
says.

The company listed debts of between $500 million and $1 billion,
and it did not disclose its assets.  The company owes roughly
$245,685,139 to its unsecured creditors including, among others:
(i) Ritchie Special Credit Investments owing $111,785,239; Apriven
owing $42,422,875; and Yorkville Investment I LLC owing
$34,957,845.

The Court appointed Douglas A. Kelley as receiver.  James A.
Lodoen, Esq., at Lindquist & Vennum PLLP, represents Petters
Company.

The company, Bloomberg notes, owns Sun Country Airlines Inc.,
which also sought for Chapter 11 protection from its creditors on
Oct. 6, 2008, to avert being placed under a receiver's
supervision.  Sun Country dba MN Airlines LLC listed assets and
debts of between $50 million and $100 million each.  Sun Country
owes approximately $38,351,532 to unsecured creditors including
(i) Sun Minnesota Domestic Holdings LLC owing $12,500,000 in
notes; Acorn Capital Group LLC owing $10,000,000 in airbus PDPs;
and Chase Equipment Leasing Inc. owing $6,060,130 in loan.

Brian F. Leonard, Esq., and Matthew R. Burton, Esq., at Leonard
O'Brien, et. al., represent Sun Country.

Headquartered in Minnetonka, Minnesota, Petters Company Inc. --
http://www.pettersgroup.com-- operates an investing company.

     
PETTERS COMPANY: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Petters Company, Inc.
        4400 Baker Road
        Minnetonka, MN 55343

Bankruptcy Case No.: 08-45257

Type of Business: The Debtors operate an investing company.
                  See: www.pettersgroup.com

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Petters Group Worldwide, LLC                       08-45258

Chapter 11 Petition Date: October 11, 2008

Court: District of Minnesota (Minneapolis)

Debtor's Counsel: James A. Lodoen, Esq.
                  jlodoen@lindquist.com
                  Lindquist & Vennum P.L.L.P
                  4200 IDS Center
                  80 South Eight Street
                  Minneapolis, MN 55402
                  Tel: (612) 371-3234
                  Fax: (612) 371-3207

Estimated Assets: unstated

Estimated Debts. $500 million to $1 billion

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Ritchie Special Credit Investments               $111,785,239
c/o Ritchie Capital
801 Warrenville Road, Suite 650
Lisle, IL 605532

Apriven                                          $42,422,875
50D1 Spring Valley Road, Suite 290
Dallas, TX 5244

Yorkville Investment I, LLC                      $34,957,845
c/o Ritchie Capital Mgmnt Ltd.
801 Warrenville Road, Suite 650
Lisle, IL 60532

Vlahos, Michelle                                 $18,800,000
294 Grove Lane E, Suite 113
Wayzata, MN 55391

Deikel, Theodore                                 $10,000,000

MN Teen Challenge                                $9,320,000
Fidelis Foundation
3189 Fernbrook Lane N.
Plymouth, MN 55447

Ark Discovery II, LP                             $6,949,180
c/o Ritchie Capital Mgmnt Ltd.
801 Warrenville Road, Suite 650
Lisle, IL 60532

Tauton Ventures LP                               $6,500,000
9900 Deerbrook Drive
Chanhassen, MN 55317

Steel Pier Capital Advisors LLC                  $1,750,000

AD Capital LLC                                   $1,200,000
Unit 1006, 10 floor, Block B
Phileo Damansara 1, Jalan 16/11
New York, NY 10022

Calibrax Capital                                 $1,000,000
800 Third Avenue, 9th Floor
New York, NY 10022

Edge Brook, Inc.                                 $1,000,000
294 Grove Lane E, Suite 113
Wayzata, MN 55391


PETTERS GROUP: Has $1BB Loan from Lancelot Investment, Report Says
------------------------------------------------------------------
Bloomberg News learned that Northbrook, Ill.-based hedge fund
Lancelot Investment Management LLC lent about $1 billion to
Petters Group Worldwide and its affiliates.  Bloomberg reports
that Gregory Bell, the president of Lancelot, said in an e-mail to
investors dated Sept. 30, that the loans represented "nearly all"
of the assets managed by his firm.  He did not specify any amount
but Bloomberg says "three people with knowledge of the firm said
it was about $1 billion."

Bloomberg says that according to court statements made by the U.S.
Federal Bureau of Investigation, Tom Petters, founder of Petters
Group Worldwide LLC, perpetrated a lending scam, which defrauded
at least 20 investors.  Officials at one Petters' Group units
allegedly lured investors into "phony deals," that "may exceed
$2 billion."

According to Bloomberg, Ellerbrock Family Trust LLC, a limited
partner in Lancelot, filed a lawsuit against accounting firm
McGladrey & Pullen LLP saying that "it failed to verify the
legitimacy and accuracy of Petters Group's financial statements."

"Had it done its job, the partners of those funds would not be in
the financial straits they find themselves in today," lawyers for
Ellerbrock said in the complaint filed in federal court in
Minneapolis, according to Bloomberg.

                  About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Its holdings include Fingerhut (consumer products
via its catalog and Web site), SoniqCast (maker of portable, WiFi
MP3 devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota (Lead Case No.
08-45136) on Oct. 6, 2008.  


PLASTIPAK HOLDINGS: Moody's Holds 'B2' CF Rating; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service revised the ratings outlook of Plastipak
Holdings, Inc. to stable from positive and affirmed the B2
Corporate Family Rating.  Additional instrument ratings are
detailed below.

The change in Plastipak's ratings outlook to stable from positive
reflects Moody's belief that the company could be challenged to
improve credit metrics to the level necessary for an upgrade in
the current economic environment.  The company has been negatively
impacted by its concentration in sales as major customers have
transitioned to self manufacturing and new packaging formats which
reduced profits.  

Although leverage and interest coverage are strong for the rating
category, margins and free cash flow are weak and Plastipak is
reliant upon transitioning to higher margin, less commoditized
products in order to improve them.  While the company has
successfully signed several contracts for higher margin custom
packaging, Moody's believes the transition strategy entails some
risk especially in a soft economic environment with potentially
volatile input costs.

Moody's took ratings actions for Plastipak Holdings, Inc:

  -- Affirmed, B3 (LGD 5 77%) rating for the $250 million
     guaranteed senior unsecured notes due 2015

  -- Affirmed, B2 Corporate Family Rating

  -- Affirmed, B2 Probability of Default Rating

The ratings outlook is revised to stable from positive.

Plastipak Holdings, Inc. is a privately held manufacturer of
plastic packaging containers used in the beverage, food, personal
care, industrial, and automotive industries worldwide.  
Headquartered in Plymouth, Michigan, Plastipak Holdings, Inc. had
revenues of approximately $1.8 billion for the twelve months ended
August 2, 2008.


PMI GROUP: Moody's Reviewing 'Ba1' Jr. Subordinated Debt Rating
---------------------------------------------------------------
Moody's Investors Service is placing on review for possible
downgrade the A3 insurance financial strength rating of the PMI
Group's US and European mortgage insurance operations.  Moody's
has also placed the Baa3 senior unsecured debt and Ba1 junior
subordinated debt ratings of the holding company, PMI Group, under
review for possible downgrade.  The Aa3 insurance financial
strength rating of PMI Mortgage Insurance Ltd, the Australian
mortgage insurer, remains under review for further downgrade
pending the closing of the announced acquisition of PMI Australia
and PMI Asia by QBE Insurance Group Ltd.

Moody's said that these rating actions primarily reflect the
rating agency's expectation of further stress on the company's
risk-adjusted capital position in light of continued deterioration
in housing fundamentals, as reflected in the upward revisions to
Moody's loss expectations for certain residential mortgage-backed
securities announced in September.

Over the next several weeks, Moody's will update its evaluation of
capital adequacy for the mortgage insurer.  "This analysis will be
based on updated information about the company's underlying
portfolio performance, incorporating revised expectations about
performance across different loan types" said Moody's senior vice
president, Arlene Isaacs-Lowe.  Moody's will consider updated
estimates of capital adequacy in the context of potential capital
strengthening measures or other strategies that may be under
consideration at the company.  The rating review will also
incorporate Moody's consideration of the degree to which various
initiatives being pursued at the US Federal level may serve to
mitigate the rising trend of mortgage loan defaults.

These ratings were placed on review for possible downgrade:

  * The PMI Group, Inc. -- senior unsecured debt at Baa3, junior
    subordinated debt at Ba1, provisional rating on senior
    unsecured debt at (P)Baa3, provisional rating on subordinated
    debt at (P)Ba1, and provisional rating on preferred stock at
    (P) Ba2;

  * PMI Mortgage Insurance Co. -- insurance financial strength at
    A3;

  * PMI Insurance Co. -- insurance financial strength at A3;

  * PMI Mortgage Insurance Company Limited -- insurance financial
    strength at A3.

This rating remains under review for possible downgrade:

  * PMI Mortgage Insurance Ltd -- insurance financial strength at
    Aa3.

The last rating action on PMI occurred on July 9, 2008 when the
ratings were downgraded with a negative outlook.

The PMI Group, Inc. (NYSE: PMI), headquartered in Walnut Creek,
CA, is the holding company for PMI Mortgage Insurance Co.,
including its wholly owned subsidiaries and affiliated companies
in Australia, Europe and Asia.  The PMI Group, Inc. also owns a
50% interest in CMG Mortgage Insurance Co., a 42% interest in FGIC
Corporation, and a 23.7% interest in RAM Reinsurance Company Ltd.
Through its wholly owned subsidiaries and partial interest in
affiliated companies, PMI offers residential mortgage insurance
and credit enhancement products, financial guaranty insurance, and
financial guaranty reinsurance.  PMI has operations in Asia,
Australia and New Zealand, Europe, and the United States.


PRESERVE LLC: Section 341(a) Meeting Scheduled for November 6
-------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Redmond
74, Inc.'s creditors on Nov. 6, 2008, at 2:30 p.m., at Room 100A,
3420 Twelfth Street, Riverside, CA 92501.

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

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

Riverside, California-based The Preserve, LLC, filed for Chapter
11 protection on Sept. 25, 2008 (Bankr. C. D. Calif. No.
08-23006).  Jeffrey W. Broker, Esq., at Broker & Associates
Professional Corporation assists the company in its restructuring
effort.  The company listed assets of $100 million to $500 million
and debts of $10 million to $50 million.


PRESERVE LLC: Seeks Court OK to Hire Broker as General Counsel
--------------------------------------------------------------
The Preserve, LLC, asked the U.S. Bankruptcy Court for the Central
District of California's permission to employ Broker & Associates
Professional Corporation as general reorganization counsel.

The Firm will, among other things, advise and assist the Debtor
with respect to compliance with the requirements of the U.S.
Trustee, and represent the Debtor in any proceedings or hearings
in the Court and in any action in any other court where the
Debtor's rights under the Bankruptcy Code may be litigated or
affected.

The Firm will charge the Debtor these hourly rates:

        Attorneys                      Rates
        ---------                      -----
        Jeffrey W. Broker              $450
        Lisa A. Roquemore              $395
        Pamela Z. Karger               $375
        Donald Davis                   $350

        Legal Assistants
        ----------------
        Rebecca Kolodziej              $100
        Barbara Jean Little-Raphael    $80

Jeffrey W. Broker, Esq., a shareholder in the Firm, assures the
Court of the Firm's disinterestedness, and that the Firm doesn't
have any interest adverse to the Debtor or its estate.  

Riverside, California-based The Preserve, LLC, filed for Chapter
11 protection on Sept. 25, 2008 (Bankr. C. D. Calif. No.
08-23006).  Jeffrey W. Broker, Esq., at Broker & Associates
Professional Corporation assists the company in its restructuring
effort.  The company listed assets of $100 million to $500 million
and debts of $10 million to $50 million.


PRESERVE LLC: Wants Richard Harvey as Litigation Counsel
--------------------------------------------------------
The Preserve, LLC, sought the U.S. Bankruptcy Court for the
Central District of California's permission to employ The law
Offices of Richard A. Harvey as special litigation counsel.

The Firm will, among other things, advise, represent, and assist
the Debtor in the pending litigation in Superior Court of
California, County of Riverside, against Point Center Financial,
Inc., and others, Case No. RIC 508877, to recover significant
monetary damages and obtain other relief arising from a $39
million fully funded development loan wherein the Debtor is the
borrower and which is secured by a portion of certain real
property owned by the Debtor in Riverside County, California.  

The Firm will charge the Debtor these hourly rates:

         Attorney                     Hourly Rates
         --------                     ------------
         Richard A. Harvey            $325
         
         Independent Contractor
         ----------------------
         William Crowe                $250

The Firm assures the Court that it is not related to any judge of
the Court, the U.S. Trustee, or any person employed in the Office
of the U.S. Trustee.

Riverside, California-based The Preserve, LLC, filed for Chapter
11 protection on Sept. 25, 2008 (Bankr. C. D. Calif. No. 08-
23006).  Jeffrey W. Broker, Esq., at Broker & Associates
Professional Corporation assists the company in its restructuring
effort.  The company listed assets of $100 million to $500 million
and debts of $10 million to $50 million.


PRINTERS ROW: Court Extends Removal Period to December 30
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
extended, until Dec. 30, 2008, the time within which Printers Row
LLC may remove causes of action.

The Debtor told the Court that as of the bankruptcy filing, it is
party to numerous judicial proceedings, including, without
limitation, these known judicial proceedings:

   (a) AAF McQuay v. Kor Hotel Group LLC, Case No. 06-M1-200934,
       pending in the Circuit Court of Cook County, Illinois;

   (b) Hotel Employees and Restaurant Employees International
       Union Welfare Fund et al v. Printer's Row, LLC, Case No.
       06-CV-04630, pending in the United States District Court
       for the Northern District of Illinois;

   (c) Parkway Bank and Trust Company v. Printers Row, LLC, et al,
       Case No. 08-CH-19618, pending in the Circuit Court of Cook
       County, Illinois;

   (d) Printers Row, LLC v. Formula Inc., Case No. 2007-CH-22586,
       pending in the Circuit Court of Cook County, Illinois;

   (e) Westex Sobel v. Printers Row, LLC, Case No. 06-M1-190681,
       pending in the Circuit Court of Cook County, Illinois;

   (f) The Formula Inc., et al v. Printers Row, LLC, Case No. 06-
       13446 (02), pending in the Circuit Court for the 17th
       Judicial Circuit in and for Broward County, Florida; and

   (g) Vipperman Consulting, Inc., d/b/a VCI Group, Inc. v.
       Printers Row, LLC, Case No. 2007-CH-00682, pending in the
       Circuit Court of Cook County, Illinois.

The deadline for the Debtor to remove the actions was Oct. 1,
2008.  The Debtor's current owner, and the management company it
hired, Hostmark Investors, LP, did not gain access to the Debtors'
Hotel Blake operations until July 16, 2008.  Since gaining access
to the Hotel, Hostmark and the Debtor have been focused on
reviewing, analyzing and organizing the Debtor's books and
records.  Therefore, the Debtor required additional time to
determine which, if any, of the actions should be removed.

Headquartered in Chicago, Illinois, Printers Row LLC owns and
operates Hotel Blake.  The company filed for Chapter 11 protection
on July 3, 2008 (Bankr. N.D. Ill. Case No. 08-17301).  Richard M.
Bendix, Jr., Esq., at Schwartz Cooper Chartered, represent the
Debtors as counsel.  When the Debtor filed for protection against
it creditors, it listed assets and debts of between $50 million to
$100 million.


PSS WORLD: S&P Holds 'BB' Rating and Changes Outlook to Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Jacksonville, Florida-based PSS World Medical Inc. to positive
from stable.  At the same time, Standard & Poor's affirmed its
ratings on PSS, including the 'BB' corporate credit rating.

The outlook revision reflects PSS' solid operating performance and
S&P's growing comfort that the company will maintain its less
aggressive financial risk profile.

The 'BB' rating on PSS reflects the company's narrow operating
focus as a niche distributor of medical products to alternate-site
health care providers, the potential negative impact of the U.S.
economy on its customers, and the potential for a more aggressive
share repurchase or acquisition strategy.  Partially offsetting
these concerns are PSS' leading position in its niche markets,
identifiable opportunities for sales growth and improved
profitability, and significant supplier and client diversity.

While Standard & Poor's believes that PSS has established a solid
niche position, the company is narrowly focused and competes with
larger, more broad-based companies.  The credit risks in the
company's customer base also are a concern; physician practices
and elder care business could experience reduced reimbursement
beyond 2009, cost pressures, and growth of the uninsured
population.  These pressures could lead to higher bad debt for PSS
or customer bankruptcies.  

However, PSS has effectively managed through the weak U.S. economy
to date; the company is willing to walk away from unprofitable
business. In fact, PSS has managed to reduce days' sales
outstanding by 10 days over the last two years in its Elder Care
business while reducing bad debt charge-offs to 0.25% from 0.35%
of total revenue during the same period.

In addition, surgery centers, hospice facilities, and in-home care
providers represent sales growth opportunities.  Also, the
company's customer and supplier diversity provides insulation from
customer losses and supply price inflation.

Given its low operating margins, cost controls are particularly
important for PSS.  While the company is vulnerable to general
cost inflation and rising fuel costs, it has proven its ability to
manage these expenses appropriately.  In fact, margins have
expanded during recent years, despite rising fuel costs.

Not considering the company's strong cash position, PSS' current
FFO to total lease-adjusted debt of about 23% and lease-adjusted
debt to EBITDA of approximately 4x are still within S&P's
guidelines for a 'BB' financial risk profile.  However, Standard &
Poor's believes that PSS will use its cash to repay the
$150 million of unsecured notes due in March 2009.  Therefore,
S&P's assessment of the company's financial risk profile
incorporates its expectation of lease-adjusted debt to EBITDA of
about 2.5x.

The rating outlook is positive.  S&P believes that the company's
financial risk profile is strong for the rating, assuming  the
company uses its existing cash balances to repay $150 million of
convertible debt in March 2009.  The rating could be raised within
the next year if PSS' is able to offset the potential impact of
the rising uninsured population through operating efficiencies,
new customer, and expanded relationships with existing customers
and sustain its improved financial position.  Pro forma for the
anticipated debt repayment, total lease-adjusted debt to EBITDA is
expected to be about 2.5x.  FFO to total lease-adjusted debt is
also expected to average above the 15%-30% guideline for the
rating category.

The company's operating margins improved to 5% in fiscal 2008 from
4.2% in fiscal 2005 due to a shift to more profitable private
label, leveraging revenue growth, and increased operating
efficiencies.  These trends are expected to continue and will be
necessary to offset the potential impact of a weakening U.S.
economy.  In fact, S&P estimates that a 100 basis swing in gross
margin could increase or decrease the company's debt leverage
ratio by roughly 0.5x.

The outlook could be revised to stable if industry pressures,
substantial acquisitions, or large debt-financed share repurchases
were to weaken the company's credit metrics to below the
previously stated guidelines on a sustained basis.


RADIAN GROUP: Moody's Reviewing 'Ba1' Senior Unsecured Debt Rating
------------------------------------------------------------------
Moody's Investors Service is placing on review for possible
downgrade the A2 insurance financial strength ratings of Radian
Group Inc.'s primary mortgage insurance subsidiaries, the Baa1 IFS
rating of Radian Insurance, Inc. and the A3 ratings of financial
guaranty insurance subsidiaries in the Radian Asset group.  
Moody's has also placed the Ba1 senior debt rating of the holding
company under review for possible downgrade.

Moody's said that these rating actions primarily reflect the
rating agency's expectation of further stress on the company's
risk-adjusted capital position in light of continued deterioration
in housing fundamentals, as reflected in the upward revisions to
Moody's loss expectations for certain residential mortgage-backed
securities announced in September.

Over the next several weeks, Moody's will update its evaluation of
capital adequacy for the mortgage insurer based on updated
information about the company's underlying portfolio performance,
incorporating revised expectations about performance across
different loan types.  "Moody's will consider updated estimates of
capital adequacy in the context of potential capital strengthening
measures or other strategies that may be under consideration at
the company, including the benefit of capital resources available
from Radian Asset", said Moody's senior vice president Arlene
Isaacs-Lowe.  The rating review will also incorporate Moody's
consideration of the degree to which various initiatives being
pursued at the US Federal level may serve to mitigate the rising
trend of mortgage loan defaults.

These ratings were placed under review for possible downgrade:

  * Radian Group, Inc. -- senior unsecured debt at Ba1,
    provisional rating on senior unsecured debt at (P)Ba1,
    provisional rating on subordinated debt at (P)Ba2 and
    provisional rating on preferred stock at (P)Ba3;

  * Radian Group Capital Trusts I and II -- provisional ratings on
    subordinated debt at (P) Ba2;

  * Radian Guaranty Inc. -- insurance financial strength at A2;

  * Radian Insurance Inc. -- insurance financial strength at Baa1;

  * Amerin Guaranty Corporation -- insurance financial strength at
    A2;

  * Enhance Financial Services Group Inc. -- prospective senior
    debt at (P)Ba1 and prospective subordinate debt at (P)Ba2;

  * Radian Asset Assurance Inc. -- insurance financial strength at
    A3; and

  * Radian Asset Assurance Limited -- insurance financial strength
    at A3

The last rating action on Radian was on June 25, 2008 when the
ratings were downgraded with a negative outlook.

Radian Group, Inc. is a US based holding company which owns a
mortgage insurance platform comprised of Radian Guaranty, Radian
Insurance and Amerin Guaranty, as well as a financial guaranty
insurance company, Radian Asset.  The group also has investments
in other financial services entities.  As of June 30, 2008, Radian
Group had total assets of $8.4 billion and $2.5 billion in
shareholder's equity.


RAG SHOPS: Sun Capital Settles with Chapter 7 Trustee
-----------------------------------------------------
William Rochelle of Bloomberg News reports that the U.S.
Bankruptcy Court for the Eastern District of New York authorized
the Chapter 7 trustee for Rag Shop, Inc., and its debtor-
affiliaites to settle with affiliates of Sun Capital Partners,
Inc., which were both secured lenders and owners of the Debtors.

The Chapter 7 Trustee will keep $2.3 billion of a $3.5 million
claim of Sun Capital and its affiliates and give the remainder to
them, according to the report. The settlement agreement contains a
formula for dividing up future recoveries, according to the
report.

The Debtors' Chapter 11 cases were converted to Chapter 7
liquidation cases and a trustee was automatically appointed on
November 2007, according to the report.

The Trustee filed papers in April 2008 asking for authority to
investigate Sun Capital, according to the report. The Trustee
noted how Sun Capital played various roles as lender, stockholder,
director, guarantor and management consultant, according to the
report.

                         About Rag Shops

Rag Shops operated 60-plus stores offering value-priced crafts,
fabrics, and related merchandise. Founded in 1963 Rag Shops had
expanded the business by moving into markets adjacent to
established operations. Rag Shops had stores in Connecticut,
Florida, New Jersey, New York, and Pennsylvania. Rag Shops was
acquired by an affiliate of Sun Capital for $11.5 million in late-
2004.

The company and its affiliates filed for chapter 11 protection on
May 2, 2007 (Bankr. E.D.N.Y. Lead Case No. 07-42272). Adam L.
Rosen, Esq., at Rosen Slome Marder, LLP, represents the Debtors in
their restructuring efforts. Jay R. Indyke, Esq., at Cooley
Godward Kronish LLP, represents the Official Committee of
Unsecured Creditors. On March 3, 2007, the Debtors disclosed  
total assets of $35,301,000 and total debts of $52,532,000.  

The Debtors' Chapter 11 cases were converted to Chapter 7
liquidation cases and a trustee was automatically appointed on
November 2007, according to the report.


REDMOND 74: Court Sets November 19 Claims Bar Date
--------------------------------------------------
Philip H. Brandt at the U.S. Bankruptcy Court for the Western
District of Washington set, at the behest of Redmond 74, Inc., and
its affiliate, the claims bar date for Nov. 19, 2008.

Mercer Island, Washington-based Redmond 74, Inc., and its
affiliate, Little Boat North, Inc., filed for Chapter 11
protection on Sept. 10, 2008 (Bankr. W. D. D.C. Case No. 08-
15826).  Armand J. Kornfeld, Esq., at Bush Strout & Kornfeld
assists the company in its restructuring effort.  The company
listed assets of $10 million to $50 million and debts of  
$10 million to $50 million when it filed for bankruptcy.


REDMOND 74: U.S. Trustee Appoints Three Members to Creditors Panel
------------------------------------------------------------------
Robert D. Miller Jr., the acting U.S. Trustee for Region 18,
appoints three members to the Official Committee of Unsecured
Creditors in Redmond 74, Inc., and its affiliate's Chapter 11
cases.

The Committee members include:

   1) Gallardo Construction, LLC
      info@gallardoconstruction.com
      Attn: Hugo Gallardo, Manager
      514 Van Trump Avenue NW
      Yelm, WA 98597
      Tel: (253) 241-3415
      Fax: (253) 238-4610

   2) Green Effects, Inc.
      danw@greeneffectsinc.com
      Attn: Dan Wislocker, President
      P.O. Box 2005
      Sumner, WA 98390
      Tel: (253) 891-9888
      Fax: (253) 891-9777

   3) Winterbourne Landscape
      jim@winterbournelandscape.com
      Attn: James Winterbourne, President
      8507 - 250th Avenue NE
      Redmond, WA 98053
      Tel: (425) 836-5193
      Fax: (425) 868-5274
    
Mercer Island, Washington-based Redmond 74, Inc., and its
affiliate, Little Boat North, Inc., filed for Chapter 11
protection on Sept. 10, 2008 (Bankr. W. D. D.C. Case No. 08-
15826).  Armand J. Kornfeld, Esq., at Bush Strout & Kornfeld
assists the company in its restructuring effort.  The company
listed assets of $10 million to $50 million and debts of  $10
million to $50 million when it filed for bankruptcy.


REDMOND 74: Court Okays Bush Strout as Bankruptcy Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
granted Redmond 74, Inc., and its affiliate, Little Boat North,
Inc., permission to employ Bush Strout & Kornfeld as bankruptcy
counsel.

Bush Strout will, among other things, advice the Debtors on their
powers and duties as debtors-in-possession in the continued
operation of their business and management of their properties,
and take necessary action to avoid any liens subject to the
Debtors' avoiding powers.

Prepetition, Little Boat provided Bush Strout with a retainer, the
balance of which, as of the Sept. 10, 2008 petition date, was in
the amount of 17 $124,022.97.  Of this retainer amount, $37,500
has been provided by Little Boat as its retainer to the law firm
of Bucknell Stehlik Sato & Stubner, proposed special counsel for
the Debtors.  During the 90 days before the petition, Little Boat
paid Bush Strout:

     -- $17,253.93 on Sept. 9, 2008, for services invoiced on
        Aug. 6, 2008; and

     -- $25,977.03 on Sept. 10, 2008, for services invoiced on
        Sept. 9, 2008.

Prepetition, Redmond 74 provided Bush Strout with a retainer, the
balance of which, as of the Sept. 10, 2008 petition date, was in
the amount of $72,995.60.  Of this retainer amount, $12,500 has
been provided by Redmond 74 as its retainer to the law firm of
Bucknell Stehlik.  During the 90 days before the petition, Redmond
74 paid Bush Strout:

     -- $20,000 on June 20, 2008, for services invoiced on
        June 12, 2008;

     -- $7,273 on July 16, 2008, for services invoiced on
        July 14, 2008; and

     -- $2004.40 on Sept. 10, 2008, for services invoiced on
        Sept. 9, 2008.

The Debtors assure the Court of Bush Strout's disinterestedness,
and that Bush Strout doesn't represent or hold any interest
adverse to the interest of the estate with respect to the matters
on which the firm is to be employed.

Mercer Island, Washington-based Redmond 74, Inc., and its
affiliate, Little Boat North, Inc., filed for Chapter 11
protection on Sept. 10, 2008 (Bankr. W. D. D.C. Case No.
08-15826).  Armand J. Kornfeld, Esq., at Bush Strout & Kornfeld
assists the company in its restructuring effort.  The company
listed assets of $10 million to $50 million and debts of  
$10 million to $50 million when it filed for bankruptcy.


REDMOND 74: Court OKs Employment of Bucknell as Special Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
granted Redmond 74, Inc., and its affiliate, Little Boat North,
Inc., permission to employ Bucknell Stehlik Sato & Stubner, LLP,
as special counsel.

Bucknell Stehlik will continue to represent the Debtors in their
claims against Rainier Capital Group, LLC, for damages and
declaratory relief as set forth in the Debtors' complaint filed in
Adversary Proceeding No. 08-01224.

Prepetition, Little Boat provided Bush Strout & Kornfeld with a
retainer, the balance of which, as of the Sept. 10, 2008 petition
date, was in the amount of $124,022.97.  Of this retainer amount,
$37,500 has been provided by Little Boat as its retainer to
Bucknell Stehlik.

Prepetition, Redmond 74 provided Bush Strout with a retainer, the
balance of which, as of the Sept. 10, 2008 petition date, was in
the amount of $72,995.60.  Of this retainer amount, $12,500 has
been provided by Redmond 74 as its retainer to Bucknell Stehlik.

The Debtors assured the Court of Bucknell Stehlik's
disinterestedness and that Bucknell Stehlik doesn't hold any
interest adverse to the interest of the estate with respect to the
matters on which the firm is to be employed.

Mercer Island, Washington-based Redmond 74, Inc., and its
affiliate, Little Boat North, Inc., filed for Chapter 11
protection on Sept. 10, 2008 (Bankr. W. D. D.C. Case No. 08-
15826).  Armand J. Kornfeld, Esq., at Bush Strout & Kornfeld
assists the company in its restructuring effort.  The company
listed assets of $10 million to $50 million and debts of  
$10 million to $50 million when it filed for bankruptcy.


RENAISSANCE CUSTOM: U.S. Trustee Appoints 9-Member Creditors Panel
------------------------------------------------------------------
Robert D. Miller Jr., the acting U.S. Trustee for Region 18, has
appointed nine creditors to form a committee of unsecured
creditors in Renaissance Customs Homes LLC's chapter 11 bankruptcy
case, the Portland Business Journal reported Wednesday.

According to the report, Hal Keever, president of WH Pacific will
chair the committee.  The other members are David Howells,
president of Howells Custom Cabinets, Sean Loth, corporate officer
of Precision Countertops; Chris Cory of Curtis Heintz Excavation
Inc.; Thomas Courtney, vice president of TruGreen LandCare LLC;
Scott Crawford, president of Rex Hill Masonry Inc.; Katherine
Bailey, recovery officer for US Bank; Steven Johnson, chief
financial officer of Parr Lumber Co.; and Kory MacGregor,
president of Roth Heating & Cooling.

Headquartered in Lake Oswego and West Linn, Oregon, Renaissance
Customs Homes LLC -- http://www.renaissance-homes.com/-- engages  
in residential real estate and home-building business.  The
company and two of its debtor-affiliates filed separate petitions
for Chapter 11 relief on on Sept. 25, 2008 (Bankr. D. Ore. Lead
Case No. 08-35023).  Albert N. Kennedy, Esq., Ava L. Schoen, Esq.,
and Timothy J. Conway, Esq., at Tonkon Torp LLP, represent the
Debtors as counsel.  In its filing, Renaissance Custom Homes LLC  
listed between $50 million and $100 million in assets, and between
$50 million and $100 million in debts.


RICHARTZ FLISS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Richartz, Fliss, Clark & Pope, Inc.
        305 Madison Avenue
        New York, NY 10165

Bankruptcy Case No.: 08-13919

Type of Business: The Debtor is an advertising and public relation
                  company.

Chapter 11 Petition Date: October 6, 2008

Court: Southern District of New York (Manhattan)

Judge: Martin Glenn

Debtor's Counsel: Lawrence R. Reich, Esq.
                  reichlaw@aol.com
                  Reich Reich & Reich, P.C.
                  235 Main Street, 4th Floor
                  White Plains, NY 10601
                  Tel: (914) 949--2126  
                  Fax: (914) 949-1604

Estimated Assets: $500,000 to $1,000,000

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

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

             http://bankrupt.com/misc/nysb08-13919.pdf


RITE AID: Posts $221 Million Net Loss for Quarter Ended August 30
-----------------------------------------------------------------
Rite Aid Corporation posted $221,997,000 in net losses on
$6,500,244,000 billion in net revenues for the quarter ended
Aug. 30, 2008, compared with $69,598,000 in net losses on
$6,573,699 in net revenues for quarter ended Sept. 1, 2007.

Rite Aid Corporation's balance sheet at August 30 showed
$11,353,660 in total assets, $10,008,248 in total liabilities, and
$1,345,412 in shareholders' equity.

The company also had $3,915,926 in accumulated deficit.

A copy of Rite Aid's financial report for quarter ended
Aug. 30, 2008, is available free of charge at

               http://researcharchives.com/t/s?33c7

                  About Rite Aid Corporation

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is a drugstore chain          
with more than 5,000 stores in 31 states and the District of
Columbia.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 29, 2008,
Moody's Investors Service downgraded Rite Aid Corporation's long
term ratings, including its probability of default rating, to Caa1
from B3 and affirmed its speculative grade liquidity rating at
SGL-4.  In addition, Rite Aid's long term ratings were placed on
review for further possible downgrade.  The downgrade to Caa1
reflects Rite Aid's very weak operating performance for the second
quarter ended August 30, 2008 (EBIT fell to negative $62 million
versus positive $29 million in the prior period) which has
resulted in a weakening in credit metrics.  The review for further
possible downgrade reflects Rite Aid's continued difficulties at
its Eckert subsidiary, management's downward earnings revision, as
well as the high likelihood that EBIT will be unable to cover
interest for the full year ended March 2009 and that many of Rite
Aid's debt protection measures will deteriorate further.  These
ratings are downgraded and placed on review for further possible
downgrade:

  -- Corporate family rating to Caa1 from B3;
  -- Probability of default rating to Caa1 from B3;
  -- First-lien bank facilities to B2 from Ba3;
  -- Second-lien secured notes to Caa1 from B3;
  -- Guaranteed senior notes to Caa2 from Caa1;
  -- Senior notes and debentures to Caa3 from Caa2.

This rating is affirmed:

  -- Speculative grade liquidity rating at SGL-4.

The current LGD assessments remain subject to change.
                       

ROBERT MILLS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Robert Harry Mills, III
        8141 Maisey Court
        Corona, CA 92880

Bankruptcy Case No.: 08-23921

Chapter 11 Petition Date: October 10, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Marjorie M. Johnson, Esq.
                  mmjesq@msn.com
                  P.O. Box 3276
                  Crestline, CA 92325
                  Tel: (909) 336-5199

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.


ROUGE INDUSTRIES: Wants Plan Filing Period Extended to November 17
------------------------------------------------------------------
Rouge Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive right to:

  a) file a plan to Nov. 17, 2008; and

  b) solicit acceptances of said plan to Dec. 16, 2008.

The Court has granted Debtors prior extensions, the most recent of
which extended the exclusive periods to file a plan and to solicit
acceptances of the plan, to Oct. 17, 2008, and Nov. 16, 2008,
respectively.

As disclosed by the Debtors in its request, the Debtors intend to
use the additional time requested to (1) obtain the Court's
approval of the Settlement Agreement between the Pension Benefit
Guaranty Corp. (PBGC) and the Debtors, (2) attempt to resolve the
objection of the Union and the United Automobile Aerospace and
Agricultural Implement Workers of America and its Local 600
(collectively , the UAW), and (3) finalize a plan.  The Debtors
also told the Court that the size and complextity of the Debtors'
Chapter 11 cases justify and support their request for the  
further extension of the Exclusive Periods.

             PBGC Litigation and Settlement Agreement

Litigation has been pending for several years among the PBGC, the
UAW and the Debtors in the U.S. District Court for the Eastern
District of Michigan pursuant to which PBGC is seeking the
involuntary termination of four defined pension plans.  
Additionally, the PBGC has filed forty-eight (48) claims against
the Debtors asserting alleged aggregate liabilities of
$117 million plus additional unliquidated amounts related to the
pension plans.  The UAW, in turn, maintains that it may have the
right to assert additional claims against the Debtors' estates
related to the termination of the Pension Plans.

The settlement agreement with PBGC was executed on Feb. 25, 2008.  
On March 12, 2008, the Debtors filed the motion seeking approval
of the Settlement Agreement, which was supported by the Official
Committee of Unsecured Creditors.  On March 31, 2008, the UAW
filed its objection to the Settlement Agreement.

                       About Rouge Industries

Based in Dearborn, Michigan, Rouge Industries, Inc., is an
integrated producer of flat-rolled steel.  Rouge Industries,
together with Rouge Steel Company, QS Steel Inc., and Eveleth
Taconite Company, filed for chapter 11 protection on Oct. 23, 2003
(Bankr. D. Del. Case No. 03-13272 through 03-13275).  

Adam G. Landis, Esq., Kerri K. Mumford, Esq., Rebecca L. Butcher,
Esq., at Landis, Rath & Cobb, LLP, Alicia Beth Davis, Esq., Daniel
B. Butz, Esq., Donna L. Culver, Esq., Donna L. Harris, Esq., Eric
D. Schwartz, Esq., Gregory Thomas Donilon, Esq., Gregory W.
Werkheiser, Esq., Robert J. Dehney, Esq., Thomas F. Driscoll,
Esq., William H. Sudell, Jr., at Morris, Nichols, Arsht & Tunnell
LLP, and Joanna Flynn, Esq., at Akin Gump Strauss Hauer & Feld
LLP, represent the Debtors.  The U.S. Trustee for Region 3
appointed creditors to serve on an Official Committee of Unsecured
Creditors.  Gaston Plantiff Loomis, II, Esq., Kurt F. Gwynne,
Esq., Richard Allen Keuler, Jr., Esq., at Reed Smith LLP, and
Thomas Joseph Francella, Jr., Esq., at Whiteford Taylor Preston
LLC, serve as counsel to the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.


SALLY BEAUTY: Amends Severance Agreement with Officers
------------------------------------------------------
Sally Beauty Holdings, Inc. disclosed in a Securities and Exchange
Commission filing that on Oct. 3, 2008, it entered into Amended
and Restated Severance Agreements with Gary G. Winterhalter,
Mark J. Flaherty, John R. Golliher, Michael G. Spinozzi, and
Bennie L. Lowery.

The sole purpose of the amendments was to bring the agreements
into documentary compliance with, or to secure certain exemptions
from, Section 409A of the Internal Revenue Code of 1986, as
amended, and the Treasury Regulations and Internal Revenue Service
guidance.  Individual officers were permitted to execute the
amended version of their agreement or to retain their previous
form.  

The amended form contained certain immaterial changes that were
necessary to comply with Section 409A, together with an amendment
to the "Good Reason" definition of the agreement to bring it
within the safe-harbor definition of such term as contained in the
most recent Treasury regulations under Section 409A.

The Amended and Restated Severance Agreements with these officers
do not increase the amounts reported in the company's 2008 proxy
statement as payable to them in connection with a change of
control or otherwise.

A copy of the Amended and Restated Severance Agreements is
available free of charge at http://researcharchives.com/t/s?33a9

                        About Sally Beauty

Based in Denton, Texas, Sally Beauty Holdings Inc. (NYSE: SBH)
-- http://www.sallybeautyholdings.com/-- is an international     
specialty retailer and distributor of professional beauty
supplies.  Through the Sally Beauty Supply and Beauty Systems
Group businesses, the company sells and distributes through over
3,500 stores, including approximately 200 franchised units,
throughout the United States, the United Kingdom, Canada, Puerto
Rico, Mexico, Japan, Ireland, Spain and Germany.  

Beauty Systems Group stores, branded as CosmoProf or Armstrong
McCall stores, along with its outside sales consultants, sell up
to 9,800 professionally branded products including Paul Mitchell,
Wella, Sebastian, Goldwell, and TIGI which are targeted
exclusively for professional and salon use and resale to their
customers.  

At June 30, 2008, the company's consolidated balance sheet showed
$1.49 billion in total assets, $2.19 billion in total liabilities,
and $6.1 million in stock options subject to redemption, resulting
in a roughly $701.0 million stockholders' deficit.


SANKATY HIGH III: Poor Market Value Cues Moody's to Review Ratings
------------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade its ratings of the classes of loans and notes issued by
Sankaty High Yield Partners III, L.P.:

Class Description: $95,000,000 Class A-1A First Senior Secured
Variable Funding Notes Due 2011

  -- Prior Rating: Aaa
  -- Prior Rating Date: 1/19/2006
  -- Current Rating: Aaa, on review for possible downgrade

Class Description: $105,000,000 Class A-1B First Senior Secured
Variable Funding Multi-Currency Notes Due 2011

  -- Prior Rating: Aaa
  -- Prior Rating Date: 1/19/2006
  -- Current Rating: Aaa, on review for possible downgrade

Class Description: $35,000,000 Class A-1C First Senior Secured
Variable Funding Swingline Notes Due 2011

  -- Prior Rating: Aaa
  -- Prior Rating Date: 1/19/2006
  -- Current Rating: Aaa, on review for possible downgrade

Class Description: $220,000,000 Class A-1 First Senior Secured
Floating Rate Notes Due 2011

  -- Prior Rating: Aaa
  -- Prior Rating Date: 1/19/2006
  -- Current Rating: Aaa, on review for possible downgrade

Class Description: $14,000,000 Class A-2 Second Senior Secured
Floating Rate Notes Due 2011

  -- Prior Rating: Aa2
  -- Prior Rating Date: 1/19/2006
  -- Current Rating: Aa2, on review for possible downgrade

Class Description: $22,500,000 Second Senior Loans Due 2011

  -- Prior Rating: Aa2
  -- Prior Rating Date: 1/19/2006
  -- Current Rating: Aa2, on review for possible downgrade

Class Description: $29,500,000 Class B Third Senior Secured Fixed
Rate Notes Due 2011

  -- Prior Rating: A2
  -- Prior Rating Date: 1/19/2006
  -- Current Rating: A2, on review for possible downgrade

Class Description: $11,000,000 Class B Third Senior Secured
Floating Rate Notes Due 2011

  -- Prior Rating: A2
  -- Prior Rating Date: 1/19/2006
  -- Current Rating: A2, on review for possible downgrade

Class Description: $7,500,000 Class C Senior Subordinated Secured
Fixed Rate Notes Due 2011

  -- Prior Rating: Baa2
  -- Prior Rating Date: 1/19/2006
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $43,000,000 Class C Senior Subordinated Secured
Floating Rate Notes Due 2011

  -- Prior Rating: Baa2
  -- Prior Rating Date: 1/19/2006
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $3,500,000 Class D Subordinated Secured Fixed
Rate Notes Due 2011

  -- Prior Rating: Ba2
  -- Prior Rating Date: 1/19/2006
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $17,500,000 Class D Subordinated Secured
Floating Rate Notes Due 2011

  -- Prior Rating: Ba2
  -- Prior Rating Date: 1/19/2006
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $12,500,000 Class E Junior Subordinated Secured
Floating Rate Notes Due 2011

  -- Prior Rating: B2
  -- Prior Rating Date: 1/19/2006
  -- Current Rating: B2, on review for possible downgrade

The rating actions reflect deterioration in the market value of
the underlying collateral pool and the increased volatility and
decreased liquidity in the bank loan market.

Sankaty High Yield Partners III, L.P. is a market value
collateralized loan obligation transaction backed primarily by
bank loans.


SANKATY HIGH II: Moody's Reviewing 'B2' Rating on Class E Notes
---------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade its ratings of the senior facility and classes of notes
issued by Sankaty High Yield Partners II, L.P.:

Class Description: up to $250,000,000 Senior Facility

  -- Prior Rating: Aaa
  -- Prior Rating Date: 5/23/2005
  -- Current Rating: Aaa, on review for possible downgrade

Class Description: $22,000,000 Class A-1 Fixed Rate Notes

  -- Prior Rating: Aaa
  -- Prior Rating Date: 5/23/2005
  -- Current Rating: Aaa, on review for possible downgrade

Class Description: $325,000,000 Class A-1 Floating Rate Notes

  -- Prior Rating: Aaa
  -- Prior Rating Date: 5/23/2005
  -- Current Rating: Aaa, on review for possible downgrade

Class Description: $45,000,000 Class A-2 Fixed Rate Notes

  -- Prior Rating: Aa2
  -- Prior Rating Date: 5/23/2005
  -- Current Rating: Aa2, on review for possible downgrade

Class Description: $30,000,000 Class A-2 Floating Rate Notes

  -- Prior Rating: Aa2
  -- Prior Rating Date: 5/23/2005
  -- Current Rating: Aa2, on review for possible downgrade

Class Description: $26,000,000 Class B Fixed Rate Notes

  -- Prior Rating: A2
  -- Prior Rating Date: 5/23/2005
  -- Current Rating: A2, on review for possible downgrade

Class Description: $31,000,000 Class B Floating Rate Notes

  -- Prior Rating: A2
  -- Prior Rating Date: 5/23/2005
  -- Current Rating: A2, on review for possible downgrade

Class Description: $43,000,000 Class C Fixed Rate Notes

  -- Prior Rating: Baa2
  -- Prior Rating Date: 5/23/2005
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $34,000,000 Class C Floating Rate Notes

  -- Prior Rating: Baa2
  -- Prior Rating Date: 5/23/2005
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $16,500,000 Class D Fixed Rate Notes

  -- Prior Rating: Ba2
  -- Prior Rating Date: 5/23/2005
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $21,000,000 Class D Floating Rate Notes

  -- Prior Rating: Ba2
  -- Prior Rating Date: 5/23/2005
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $22,500,000 Class E Floating Rate Notes

  -- Prior Rating: B2
  -- Prior Rating Date: 5/23/2005
  -- Current Rating: B2, on review for possible downgrade

The rating actions reflect deterioration in the market value of
the underlying collateral pool and the increased volatility and
decreased liquidity in the bank loan market, as well as the
violation of over-collateralization tests on October 8, 2008, as
reported by Sankaty High Yield Partners II, L.P.

Sankaty High Yield Partners II, L.P. is a market value
collateralized loan obligation transaction backed primarily by
bank loans.

                       
SCRIPPS SIMPLON: Case Summary & Three Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Scripps Simplon Ballpark, LLC
        484 Prospect Street
        La Jolla, CA 92037

Bankruptcy Case No.: 08-10068

Chapter 11 Petition Date: October 10, 2008

Court: Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Bruce A. Wilson, Esq.
                  Brucewils@aol.com
                  2031 Fort Stockton Drive
                  San Diego, CA 92103
                  Tel: (619) 497-0627
                  Fax: (619) 497-0628

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

Debtor's Three Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Foley & Lardner, LLP           Legal Services        $40,000
402 West Broadway, Ste. 2100                         
San Diego, CA 92101

Scripps Investments & Loans    Loan                  $17,265
c/o Bio Profit Series I, LLC
484 Prospect Street         
La Jolla, CA 92037

Cox, Castle & Nicholson, LLP   Legal Services        $7,552
2049 Century Park East 28 FL.
Los Angeles, CA 90067  


SEALY CORP: Tight Covenant Cushion Prompts S&P's Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Trinity,
North Carolina-based Sealy Corp., including its 'BB-' corporate
credit rating, on CreditWatch with negative implications.  The
CreditWatch placement means that S&P could lower or affirm the
ratings following the completion of our review.  As of Aug. 31,
2008, the company had about $780 million of debt.

"The CreditWatch listing follows the company's recent third-
quarter earnings announcement and reflects our concerns about
Sealy's tight covenant cushion and its ability to reduce debt
leverage, especially given the continued decline in EBITDA and
weak industry trends," noted Standard & Poor's credit analyst Rick
Joy.  Although the company's cost reductions and pricing actions
have benefited margins, S&P believes near-term operating
performance is unlikely to meaningfully improve, given the current
weak economic environment and our expectation for continued
weakness in the North American bedding industry.

"To resolve the CreditWatch listing, Standard & Poor's will focus
on Sealy's ability to restore adequate covenant cushion and
improve financial metrics," he continued.


SEALY CORP: August 31 Balance Sheet Upside-Down by $98.4 Million
----------------------------------------------------------------
Sealy Corp.'s consolidated balance sheet as of Aug. 31, 2008,
showed $1.05 billion in total assets, $1.15 billion in total
liabilities, resulting to $98.41 million in shareholders' deficit.

The company also had $772.32 million in accumulated deficit.

The company posted $10.94 million in net profit on $404.96 million
in net revenues for the quarter ended Aug. 31, 2008, compared with
$21.47 million in net profit on $446.38 million in net revenues
for the quarter ended Aug. 26, 2007.

Larry Rogers, Sealy's President and Chief Executive Officer,
stated, "Sealy's third quarter performance once again demonstrated
our ability to positively impact our results despite ongoing
challenges in the retail environment and heightened cost
inflation. We completed the rollout of our new Posturepedic line
during the quarter, which continued to gain traction and was a key
driver of our results.  The improvement in our sales of this
product line above the $1,000 price point is helping us gain share
in this key portion of the market, while the strength of the
Posturepedic line below $1,000 helped us to successfully implement
a July price increase on our mattresses in this price band.  We
also continued to make progress during the third quarter on
reducing our cost structure and effectively managing working
capital."

"Although we expect increased market weakness and cost pressures
in the near term to continue, we will keep managing those areas of
our business that we can control and focus on executing against
our strategic operating initiatives. We are confident that the
actions we are taking will allow us to emerge as a leaner
organization with improved earnings potential when the market
turns," Mr. Rogers concluded.

During the three months ended Aug. 31, 2008, the company recorded
a $2.4 million restructuring charge related to the closure of
select facilities.

As of Aug. 31, 2008, Sealy's debt net of cash was $748.9 million,
a reduction of $42.7 million compared to debt net of cash as of
the quarter ended Aug. 26, 2007.

A copy of Sealy Corp.'s quarterly report is available free of
charge at: http://researcharchives.com/t/s?33b8

Headquartered in Trinity, N.C., Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- manufactures and markets a broad range of    
mattresses and foundations under the Sealy(R), Sealy
Posturepedic(R), Stearns & Foster(R), and Bassett(R) brands.  
Sealy operates 26 plants in North America, and has the largest
market share and highest consumer awareness of any bedding brand
on the continent.  In the United States, Sealy sells its products
to 2,900 customers with more than 7,000 retail outlets.  Sealy is
also a leading supplier to the hospitality industry.


SEMGROUP ENERGY: Dave Milller, Duke Ligon Join GP's Board
---------------------------------------------------------
SemGroup Energy Partners, L.P. disclosed in a Securities and
Exchange Commission filing that on Oct. 1, 2008, the sole member
of SemGroup Energy Partners G.P., L.L.C. appointed Dave Miller and
Duke R. Ligon as members of its Board of Directors.  

Mr. Ligon will chair the Audit Committee and will also serve on
the Compensation Committee and the Conflicts Committee of the
Board.  There is no arrangement or understanding between Mr. Ligon
and any other persons or entities pursuant to which Mr. Ligon was
appointed as a director.  Mr. Miller is an analyst with Elliott
Associates, L.P., which is the parent entity of Manchester
Securities Corp., and, together with  Alerian Finance Partners,
LP, controls the General Partner.

As an independent member of the Board, Mr. Ligon will receive
these compensation:

   -- $75,000 per year as an annual retainer fee;

   -- $5,000 per year for serving on each of the Compensation
      Committee and the Conflicts Committee and $10,000 per year     
      as the chairman of the audit committee;

   -- $1,500 for each meeting of the Board that Mr. Ligon attends;

   -- reimbursement for out-of-pocket expenses associated with
      attending meetings of the Board or committees; and

   -- director and officer liability insurance coverage.  

The Board also intends to amend the General Partner's Long-Term
Incentive Plan to provide for the issuance of subordinated units
and thereafter grant Mr. Ligon 3,333 restricted common units and
1,667 restricted subordinated units.

                 About SemGroup Energy Partners

Tulsa, Oklahoma-based SemGroup Energy Partners, L.P. (Nasdaq:
SGLP) -- http://www.SGLP.com/-- owns and operates a diversified      
portfolio of complementary midstream energy assets.  SemGroup
Energy Partners provides crude oil and liquid asphalt cement
terminalling and storage services and crude oil gathering and
transportation services.  

SemGroup Energy Partners, L.P.'s consolidated balance sheet at
March 31, 2008, showed $262.0 million in total assets and
$316.6 million in total liabilities, resulting in a $54.6 million
partners' deficit.


SENIOR FACILITY: Moody's Cuts & Reviews Ratings on Various Notes
----------------------------------------------------------------
Moody's Investors Service has (i) placed on review for downgrade
Senior Facility, Class B Notes and Class C Notes and (ii)
downgraded Class D Notes and Class E Notes while placing them
under review for further downgrade:

Class Description: up to $217,100,000 Senior Secured Revolving
Credit Facility

  -- Current Rating: Aaa, on review for downgrade
  -- Prior Rating: Aaa
  -- Prior Rating Date: 9/19/2006

Class Description: $8,600,000 Class B Second Senior Secured Notes
Due 2016

  -- Current Rating: Aa2, on review for downgrade
  -- Prior Rating: Aa2
  -- Prior Rating Date: 9/19/2006

Class Description: $9,900,000 Class C Senior Subordinated Secured
Notes Due 2016

  -- Current Rating: A2, on review for downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: 9/19/2006

Class Description: $16,400,000 Class D Subordinated Secured Notes
Due 2016

  -- Current Rating: Ba2, on review for downgrade
  -- Prior Rating: Baa2
  -- Prior Rating Date: 9/19/2006

Class Description: $5,300,000 Class E Junior Subordinated Secured
Notes Due 2016

  -- Current Rating: B2, on review for downgrade
  -- Prior Rating: Ba2
  -- Prior Rating Date: 9/19/2006

BlackRock Senior Income Series III plc is a market value
collateralized loan obligation transaction backed primarily by
senior secured loans.

According to Moody's, the rating action is the result of the
deterioration in the market value of the underlying collateral
pool, along with the increased volatility and decreased liquidity
in the bank loan market.


SHEARIN FAMILY: Files for Chapter 11 Bankruptcy in North Carolina
-----------------------------------------------------------------
Shearin Family Investments LLC filed a voluntary petition under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Eastern District of North
California, Bloomberg News reports.

Bloomberg says the company filed for Chapter 11 protection to cut
debts and deal with its creditors' claims.

The company, Bloomberg says, listed $46.3 million in total assets
and $49.3 million in total debts in its filing.  The company owes
roughly $9.4 million to unsecured creditors including Centurion
Construction Co. of North Carolina, owing $2.6 million in claims,
the report says.

Bloomberg, citing papers filed with the Court, said the company
owes as much as $29.2 million in secured claims to RBC Bank USA, a
unit of Royal Bank of Canada, secured by 11.5 acres on Indian
Beach worth $35 million.

Headquartered in Indian Beach, North Carolina, Shearin Family
Investments LLC owns and operates a condominium resort.  The
company owns The Night Club condominium.

On the Web: http://www.nauticalclubnc.com/


SHEARIN FAMILY: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Shearin Family Investments, LLC
        P.O. Box 8315
        Rocky Mount, NC 2780

Bankruptcy Case No.: 08-07082

Type of Business: The Debtor owns and operates a condominium
                  resort.  The company owns The Night Club
                  condominium.
                  See: http://www.nauticalclubnc.com/

Chapter 11 Petition Date: October 13, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  efile@stubbsperdue.com
                  Stubbs & Perdue, P.A.
                  P. O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

Total Assets: $46,327,546

Total Debts: $49,260,007

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Centurion Construction Co                        $2,572,205
Attn: Managing Agent        
PO Box 90907                
Raleigh, NC 27675-0907      

Uptown Properties              Oceanside, Unit   $550,000
Attn: Managing Agent           2002
516 S Cotomche St           
Greenville, NC 27858        

Greenville R&R Prop.           Oceanside, Unit   $500,000
Attn: Managing Agent           1004
1901 Bloombury Rd           
Greenville, NC 27858        

James & Connie Bond            Oceanside, Unit   $500,000
1307 Kingsbrook Rd             1007
Greenville, NC 27858   

Lawrence W. Edwards            Soundside,        $500,000
470 Melton Rd                  Bldg A Unit
Whitakers, NC 27891            105 & 104

Mike Hedgepeth                 Soundside,        $500,000
1060 Justice Branch Rd         Bldg A Unit
Halifax, NC 27839              103 $ 102

Robert Morgan                  Oceanside, Unit   $450,000
Robert Parrott                 1006
PO Drawer 20157             
Greenville, NC 27858        

Robert Morgan                  Oceanside, Unit   $450,000
Robert Parrott                 1005
PO Drawer 20157             
Greenville, NC 27858        

Steve Broughton Rental         Oceanside,        $450,000
Attn: Managing Agent           Unit 103
516 Pelican Dr. E           
Pine Knoll Shores, NC 28512

BAC, LLC                       Soundside,        $450,000
Attn: Managing Agent           Bldg A, Unit 201
201-A Pomona Drive          
Greensboro, NC 27407        

Douglas/Roxanne Parsons        Soundside,        $375,000
PO Box 1049                    Bldg A, Unit 205
Clinton, NC 28329           

Robert Morgan                  Soundside,        $375,000
Robert Parrott                 Bldg A, Unit 204
PO Drawer 20157         
Greenville, NC 27858    

Indian Beach Wilmington        Soundside,        $325,000
Attn: Managing Agent           Bldg A, Unit 109
PO Box 479              
Wilmington, NC 28402    

T. Stewart Gibson              Soundside,        $325,000
609 Chad Drive                 Bldg A, Unit 106
Rocky Mount, NC 27803   

SJM Properties                 Soundside,        $300,000
Attn: Manager or Agent         Bldg A, Unit 206
PO Box 12071            
New Bern, NC 28561      

Berkley & Susan Skinner        Soundside,        $300,000
604 Chad Drive                 Bldg A, Unit 203
Rocky Mount, NC 27803   

G. Frank & Nancy Cagle         Soundside,        $250,000
509 Indian Wells Circle        Bldg A, Unit 108
Lexington, NC 27295     

Ronald & Gayle Locke           Soundside,        $250,000
356 Randolph Pines Rd          Bldg A, Unit 107
Enfield, NC 27823         


SIX FLAGS: Wants 2006 Employee Stock Plan Securities Deregistered
-----------------------------------------------------------------
Six Flags, Inc. has filed with the Securities and Exchange
Commission a Post-Effective Amendment No. 1 to Registration
Statement on Form S-8, File No. 333-137657, to deregister all
securities issuable under the company's 2006 Employee Stock
Purchase Plan that have not been sold or issued under the Plan as
of Sept. 29, 2008.

The securities issuable under the Six Flags' 2006 Stock Option and
Incentive Plan that were registered under the Registration
Statement and have not been sold or otherwise issued were not
affected by the Amendment.

                      About Six Flags Inc.

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) --
http://www.sixflags.com/-- is the world's largest regional
theme park company with 21 parks across the United States, Mexico
and Canada.  Founded in 1961, Six Flags has provided world class
entertainment for millions of families with cutting edge, record-
shattering roller coasters and appointment programming with events
like the popular Thursday and Sunday Night Concert Series.  Now 47
years strong, Six Flags is recognized as the preeminent thrill
innovator while reaching to all demographics -- families, teens,
tweens and thrill seekers alike -- with themed attractions based
on the Looney Tunes characters, the Justice League of America,
skateboarding legend Tony Hawk, The Wiggles and Thomas the Tank
Engine.

                            *     *     *

As reported in the Troubled Company Reporter on Sept. 30, 2008,
Moody's Investors Service downgraded Six Flags, Inc.'s Corporate
Family rating to Caa2 from Caa1, the Probability of Default rating
to Caa2 from Caa1 and associated instrument ratings as detailed
below.  The rating actions reflect heightened risk of default
because of the approach of the Aug. 15, 2009 mandatory redemption
date for the $287.5 million Preferred Income Redeemable
Securities and the February 1, 2010 maturity of the remaining
$131 million 8.875% senior unsecured notes.  Moody's does not
expect Six Flags to generate sufficient free cash flow or have
sufficient unused revolver capacity to fund these obligations --
creating reliance on asset sales or refinancing options.


SOUND BARRIER: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Sound Barrier Properties, LLC
        fdba Belew Group, LLC
        105 Signature PL
        Lebanon, TN 37087

Bankruptcy Case No.: 08-09272

Chapter 11 Petition Date: October 9, 2008

Court: Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Stevelefkovitz@aol.com
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church Street, Suite 410
                  Nashville, TN 37219  
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926

Total Assets: $7,356,000

Total Debts. $10,282,122

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Williamson                                       $467,503
Construction             
7151 Manchester PK       
Murfreesboro, TN 37127

Clayton Bank & trust                             $300,000
851 SO Willow Avenue #101   
Cookeville, TN 38501      

Davidson CO Trustee            1400 Richland     $54,254
c/o Metro Law Dept.            Woods 07 & 08
222 3rd Avenue No. #501        $22,300; 1411
Nashville, TN 37201            Richland Woods
                               07 & 08
                               $15,819.87; 1415
                               Richland Woods
                               07 & 08
                               $9,582.08; 1419
                               Richland
                               Woods 07 & 08
                               $6

Cumberland Millwork &                            $54,224
Supp                     

Dale & Assoc.                                    $43,503

American Express                                 $35,707

Boral Bricks                                     $30,000

Bone McAllester                                  $30,000
Norton                  

Wilson CO Trustee                                $20,776

Sumner CO Trustee               2178 Cages Bend  $15,320

Morrison CAP                                     $15,000
Strategies              

Blue Cross Blue Shield          Insurance        $6,909

Market Graphics                                  $5,451

Nicks Lawn Care                                  $4,824

Williamson CO Trustee                            $3,528

Henry Drilling & Pump                            $3,427

Nuvox                                            $2,171

Bank of America                                  $1,985

Five Oaks                                        $1,445

Computershare                                    $855


SPRINT NEXTEL: Names Christopher Gregoire as Vice President
-----------------------------------------------------------
Sprint Nextel Corporation disclosed in a Securities and Exchange
Commission filing that on Oct. 7, 2008, Sprint Nextel announced
that Christopher Gregoire, 39, has been appointed Vice President
and Principal Accounting Officer effective Oct. 2, 2008.

Mr. Gregoire served as Vice President and Assistant Controller of
Sprint Nextel from August 2006 through Oct. 2, 2008.  Prior to
joining Sprint Nextel, Mr. Gregoire served as a Partner at
Deloitte from August 2003 through July 2006 and as a Senior
Manager at Deloitte from 2000.

In connection with Mr. Gregoire's appointment, his severance
benefit has been changed.  Mr. Gregoire would have been entitled
to severance of two times his base salary and 80% of his short
term incentive opportunity if his position as Vice President and
Assistant Controller was relocated more than 50 miles from Sprint
Nextel's Reston, Virginia office on or before Aug. 7, 2009.

Sprint Nextel has now agreed to provide those severance benefits,
and two years of continuation of certain employee benefits as
provided under the Sprint Nextel Separation Plan, in the event of
Mr. Gregoire's involuntary termination not for cause and further
that he will be involuntarily terminated not for cause no later
than Aug. 7, 2009.

These new benefits will be in lieu of the severance benefits to
which Mr. Gregoire would have been entitled to under Sprint
Nextel's severance plan, which would have been about ten months of
his base salary and ten months of STI bonus at 80% of his target
in the event of involuntary termination not for cause.

                      About Sprint Nextel
        
Sprint Nextel Corp. -- http://www.sprint.com/-- offers a             
comprehensive range of wireless and wireline communications
services bringing the freedom of mobility to consumers, businesses
and government users.  Sprint Nextel is widely recognized for
developing, engineering and deploying innovative technologies,
including two robust wireless networks serving about 54 million
customers at the end of the fourth quarter 2007; industry-leading
mobile data services; instant national and international walkie-
talkie capabilities; and a global Tier 1 Internet backbone.

                          *     *     *

The Troubled Company Reporter reported on Aug. 13, 2008, that DBRS
assigned the Sprint Nextel Corporation proposed issuance of $3.0
billion of Cumulative Perpetual Convertible Preferred Shares a
rating of BB.  The trend is negative.


STURGIS IRON: Michigan Demands Details on Leak Cleanups
-------------------------------------------------------
Erik Larson of Bloomberg News reports that Michigan Attorney
General Michael Cox filed an objection on Oct. 2, 2008, with the
U.S. Bankruptcy Court for the Western District of Michigan to
compel Sturgis Iron & Metal Co., Inc., to have its Chapter 11 case
converted to Chapter 7 liquidation because the Debtor does not
describe how it will handle pollution problems at two facilities.

Mr. Cox, according to the report, said that the Debtor gave only a
"vague" account of it will clean up hazardous materials leaking
from underground storage tanks at two sites.

The polluted sites, according to the report, are in Sturgis,
Michigan, where the Debtor is based, as well as Three Rivers,
Michigan.

                       About Sturgis Iron

Based in Sturgis, Michigan, Sturgis Iron & Metal Co., Inc. sells
ferrous metal scrap & waste in wholesale.  It also manufactures
secondary nonferrous metals, and provides pre-finishing iron or
steel processes services, finishing metal processing services, and
smelting metal services.

The company filed for chapter 11 protection on Apr. 4, 2008
(Bankr. W.D. Mich. Case No. 08-02966).  Jay L. Welford, Esq.,
Judith Greenstone Miller, Esq., Paige Barr, Esq., Paul R. Hage,
Esq. and Richard E. Kruger, Esq., at Jaffe Raitt Heuer & Weiss,
P.C. represent the Debtor in its restructuring efforts.  The
Debtor selected Kurtzman Carson Consultants LLC as claims agent.  
The U.S. Trustee for Region 9 appointed an Official Committee of
Unsecured Creditors in this case.  The Committee proposed Winston
& Strawn LLP as its counsel.

As reported in the Troubled Company Reporter on May 13, 2008, the
Debtor's summary of schedules shows total assets of $23,363,626
and total debts of $96,346,739.


SUNCREST LLC: Court Approves Settlement Between Lenders, Creditors
------------------------------------------------------------------
Bill Rochelle reports that the U.S. Bankruptcy Court for the
District of Utah approved the settlement between the Official
Committee of Unsecured Creditors of Suncrest, L.L.C, and lenders
Zions Bank and WB Land Investment.

According to report, the settlement ended efforts by the Committee
to overturn approval given in June for the lenders to acquire the
Debtor.

The settlement, according to Troubled Company Reporter on Sept. 3,
2008, proposes that the case, after payment of more than $850,000
in  attorney and administrative fees, be converted from Chapter 11
to  Chapter 7.  About $360,000 will be distributed to the
unsecured creditors, according to the report.  As part of the
settlement, Zions Bank would scale down its $19 million claim on
the estate to $7.5 million, according to the report.

                          About SunCrest

Headquartered in Draper, Utah, SunCrest LLC fdba Dae/Westbrook LLC
-- http://www.suncrest.com-- develops mountaintop community in        
Draper.  The company filed for Chapter 11 protection on April 11,
2008 (Bankr. D. Utah Case No.08-22302).  Joel T. Marker, Esq., at
McKay Burton & Thurman, represents the Debtor in its restructuring
efforts.  The U.S. Trustee for Region 19 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors.  David
E. Leta, Esq., and Engels Tejeda, Esq., at Snell & Wilmer in Salt
Lake City, Utah, represent the Committee in this case.  The Debtor
listed $46,442,365 in total assets and $96,587,367 in total debts.


SWB ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: SWB Enterprises, LLC
        c/o David E. Shein
        8777 North Gainey Center Drive, Suite 191
        Scottsdale, AZ 85258

Bankruptcy Case No.: 08-13972

Type of Business: The Debtor makes and sells bean bags and chairs.
                  See: http://www.swbenterprises.com/

Chapter 11 Petition Date: October 9, 2008

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Carolyn J. Johnsen, Esq.
                  cjjohnsen@jsslaw.com
                  Jennings, Strouss & Salmon, P.L.C.
                  The Collier Center, 11th Floor
                  201 East Washington Street
                  Phoenix, AZ 85004-2385
                  Tel: (602) 262-5911
                  Fax: (602) 495-2696

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.


TARRAGON CORP: Ends Joint Venture Creation Deal with Northland
--------------------------------------------------------------
Tarragon Corporation disclosed in a Securities and Exchange
Commission filing that on Oct. 2, 2008, it formally terminated its
agreement to form two joint ventures with Northland Investment
Corporation because a required lender consent was not obtained.  
Tarragon and Northland are currently engaged in litigation
regarding the termination of the Contribution Agreement.  

Pursuant to the terms of the agreement, the Company and Northland
had agreed to contribute assets to the first joint venture,
subject to lender approval and other customary closing conditions.

Tarragon and Northland also agreed to form a second joint venture
to provide property, asset and construction management services to
the properties in the Real Estate Joint Venture and to third
parties.  The Real Estate Joint Venture and Management Joint
Venture were also terminated when the Contribution Agreement was
terminated.

                    About Tarragon Corp.

Headquartered in New York City, Tarragon Corporation (NasdaqGS:
TARR) -- http://www.tarragoncorp.com/-- and its subsidiaries    
engage in the development, ownership, and management of real
estate properties in the United States.  It operates in two
divisions, a Real Estate Development Division (Development
Division) and an Investment Division.  The Development Division
focuses on developing, renovating, building, and marketing homes
in high-density, urban locations and in master-planned
communities.  The Investment Division owns and operates a
portfolio of stabilized rental apartment communities located in
Alabama, Connecticut, Florida, New Jersey, Texas, Rhode Island,
Tennessee, Maryland, Oklahoma, Michigan, and Georgia.  The company
was founded in 1973.

At June 30, 2008, the company's balance sheet showed
$918.2 million in total assets, $1.1 billion in total liabilities
and $19.2 million in minority interest, resulting in $155.1
million stockholders' deficit.

As of June 30, 2008, the company had $972.6 million of
consolidated debt, and had guaranteed additional debt of one
unconsolidated joint venture of $30.2 million.

                         Going Concern Doubt

As reported in the Troubled Company Reporter on April 14, 2008,
Grant Thornton LLP raised substantial doubt about the ability of
Tarragon Corporation to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  

The auditing firm stated that as of Dec. 31, 2007 the company had
$1.1 billion in consolidated debt and had guaranteed additional
debt of its unconsolidated joint ventures totaling $31.6 million.  
At Dec. 31, 2007, the company was not in compliance with certain
of its debt covenants.  Additionally, the company incurred a net
loss during the year ended Dec. 31, 2007, and, as of that date,
the company's total liabilities exceeded its total assets by
$93.6 million.


TARRAGON CORP: Has Until March 25 to Comply with NASDAQ Rule
------------------------------------------------------------
Tarragon Corporation disclosed in a Securities and Exchange
Commission filing on Sept. 26, 2008, it received a deficiency
notice from The NASDAQ Stock Market stating that the Company is
not in compliance with NASDAQ Marketplace Rule because the minimum
bid price of its common stock has closed below $1.00 per share for
30 consecutive business days.  

The NASDAQ letter has no immediate effect on the NASDAQ listing or
trading of the Company's common stock.

In accordance with Marketplace Rule, the company has 180 calendar
days, or until March 25, 2009, to regain compliance.  If at any
time before March 25, 2009, the bid price of the Company's common
stock closes at $1.00 per share or more for a minimum of 10
consecutive business days, NASDAQ will notify the Company that it
has achieved compliance with NASDAQ's minimum bid price
requirements.  

If the Company does not regain compliance by March 25, 2009,
NASDAQ will notify the Company that its common stock will be
delisted from the NASDAQ Global Select Market, unless the Company
requests a hearing before a Nasdaq Listing Qualifications Panel.  

Alternatively, NASDAQ may permit the Company to transfer its
common stock to The NASDAQ Capital Market if it satisfies the
requirements for initial inclusion set forth in Marketplace Rule,
except for the minimum bid price requirement.  If its application
for transfer is approved, the Company would have an additional 180
calendar days to comply with the minimum bid price requirement in
order to remain on The NASDAQ Capital Market.

                    About Tarragon Corp.

Headquartered in New York City, Tarragon Corporation (NasdaqGS:
TARR) -- http://www.tarragoncorp.com/-- and its subsidiaries    
engage in the development, ownership, and management of real
estate properties in the United States.  It operates in two
divisions, a Real Estate Development Division (Development
Division) and an Investment Division.  The Development Division
focuses on developing, renovating, building, and marketing homes
in high-density, urban locations and in master-planned
communities.  The Investment Division owns and operates a
portfolio of stabilized rental apartment communities located in
Alabama, Connecticut, Florida, New Jersey, Texas, Rhode Island,
Tennessee, Maryland, Oklahoma, Michigan, and Georgia.  The company
was founded in 1973.

The company's balance sheet at June 30, 2008, showed
$918.2 million in total assets, $1.1 billion in total liabilities
and $19.2 million in minority interest, resulting in
$155.1 million stockholders' deficit.

As of June 30, 2008, the company had $972.6 million of
consolidated debt, and had guaranteed additional debt of one
unconsolidated joint venture of $30.2 million.

                         Going Concern Doubt

As reported in the Troubled Company Reporter on April 14, 2008,
Grant Thornton LLP raised substantial doubt about the ability of
Tarragon Corporation to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  

The auditing firm stated that as of Dec. 31, 2007 the company had
$1.1 billion in consolidated debt and had guaranteed additional
debt of its unconsolidated joint ventures totaling $31.6 million.  
At Dec. 31, 2007, the company was not in compliance with certain
of its debt covenants.  Additionally, the company incurred a net
loss during the year ended Dec. 31, 2007, and, as of that date,
the company's total liabilities exceeded its total assets by
$93.6 million.


TERI: Bankruptcy Prompts Moody's to Withdraw 'Ca' Issuer Rating
---------------------------------------------------------------
Moody's Investors Service has withdrawn the Ca Issuer Rating for
The Education Resources Institute.

Moody's has withdrawn this rating because the issuer has entered
bankruptcy.


TOUSA INC: Panel Has Until Oct. 17 to Amend Citicorp Suit
---------------------------------------------------------
The United States Bankruptcy Court for the Southern District
of Florida, at the behest of Official Committee of Unsecured
Creditors of TOUSA Inc. and its debtor-affiliates behest, extended
through October 17, 2008, the Committee's filing of an amended
complaint against Citicorp North America, Inc., et al.

            Senior Transeastern Lenders: Amendment
                    to Complaint is Futile

Deutsche Bank Trust Company Americas; Highland CDO Opportunity
Fund, Ltd.; Highland Floating Rate Advantage Fund; Highland
Floating Rate Limited Liability Company; Highland Legacy Limited;
Highland Offshore Partners, L.P.; Jasper CLO, Ltd.; Loan Funding
VII LLC; and Quadrangle Master Funding Ltd.; in their capacity as
holders of New Subordinated Notes, assert that the Court should
not permit the Committee to amend its Complaint.

According to Michael I. Goldberg, Esq., at Akerman Senterfitt, in
Fort Lauerdale, Florida, the Senior Transeastern Lenders believe
that the Committee's filing of an Amended Complaint would only be
futile because:

   (i) the Committee has not and cannot plead that it was a
       transferor to the Senior Transeastern Lenders; and

  (ii) the Senior Transeastern Lenders would have a right of
       recoupment of any claim by the Committee against them.

Mr. Goldberg points out that the Committee has not properly pled
the Conveying Subsidiaries had an interest in the property
transferred to the Senior Transeastern Lenders.  He adds that the
Committee has not disputed or even addressed Transeastern
Lenders' right of recoupment.   

The Complaint, Mr. Goldberg recounts, does not allege that the
Conveying Subsidiaries transferred any property to the Senior
Transeastern Lenders thus "is a fatal defect that cannot be cured
by amendment."  He points out that the Committee bases its claims
against the Senior Transeastern Lenders on assertions that the
concepts of "transfer" and "property" under the Bankruptcy Code
are so all-encompassing that despite the myriad deficiencies the
Committee may recover the proceeds of the New Loans.  The
Committee, however, cites no cases or any other authority in
support of its sweeping reading of the statute, he adds.

Accordingly, the Senior Transeastern Lenders ask the Court to
dismiss the Complaint with respect to allegations asserted by the
Committee against them based on the Committee's failure to state
a claim.

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


TOUSA INC: Seeks Until Jan. 23, 2009, to Remove Actions
-------------------------------------------------------
TOUSA Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the Southern District of Florida to extend
until January 23, 2009, the period for them to remove civil
actions.  The current removal period expires October 25, 2008.

The Debtors relate that the evaluation of the Civil Actions
requires attention from their professional who are also engaged
in the reorganization aspects.  Accordingly, the Debtors believe
that the proposed extension will provide necessary additional
time to allow them to consider and make decisions concerning the
removal of the Civil Actions.  Disapproval of the proposed
extension will lead to the Debtors' not having sufficient time to
give adequate consideration to whether removal of any Civil
Actions is necessary, the Debtors assert.

Moreover, the Debtors stress that the rights of any party to the
Civil Actions will not be prejudiced since Section 362 of the
Bankruptcy Code has stayed any Civil Action proceedings against
the Debtors even without the filing of the extension request.

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


TOUSA INC: To Purchase 8 Strategic Capital Model Homes
------------------------------------------------------
TOUSA Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the Southern District of Florida to approve a
sales and purchase agreement entered into among TOUSA Homes, Inc.,
Newmark Homes, L.P., and Strategic Capital Resources, Inc., for
the sale and purchase of certain model homes owned by Strategic.

Upon review of contracts, the Debtors identified eight Strategic
Capital model homes that are necessary to their continued
operations.  Moreover, they have determined that the Key Models
are critical to their on-going sales efforts in the communities
where the Key Models are located.

Since the Key Models, along with additional models, are subject
to Strategic Capital leases, Strategic Capital insisted that each
of the master leases that included the Key Models needed to be
assumed.  The Debtors, however, believe that assumption of the
master leases would provide little value to the estates but that
the loss of the Key Models would have a significant impact on
their on-going sales efforts.

Accordingly, TOUSA Homes and Newmark entered into the sale and
purchase agreement with Strategic Capital, which alleviated the
need for the Debtors to operate under the Strategic Capital
Leases, which are deemed rejected nunc pro tunc to September 17,
2008.

Under the Agreement, TOUSA Homes and Newmark will purchase the
Key Models for $1,625,000 and will be entitled to possess the Key
Models even if their leases are rejected.  Tousa Homes and
Newmark will pay the rent accruing after the deemed rejection
date of the leases through the closing contemplated under the
Purchase Agreement.

The Agreement also provides that there will be no inspection
period and that TOUSA Homes and Newmark will purchase the Key
Models "as is where is."  TOUSA Homes and Newmark will provide a
$150,000 deposit to Strategic Capital, which will be returned
should Strategic Capital fails to perform under the Purchase
Agreement.

The Debtors tell the Court that the Key Models are integral to
their business operations and would demonstrate the Debtors'
continued presence in the communities where they have a strong
business footprint.  More importantly, by the Purchase Agreement,
the Debtors were able to reject leases that are unduly burdensome
to the estates while yet obtaining the Key Models that are
integral to their businesses.

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


TOUSA INC: Seeks Until Feb. 22, 2009, to File Chapter 11 Plan
-------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates ask the Court to further
extend their exclusive plan filing period through February 22,
2009, and their exclusive solicitation period through April 23,
2009.

The period in which the Debtors will have an exclusive right to
file a Chapter 11 plan of reorganization expires on October 25,
2008, and the period to solicit acceptances of that plan expires
on December 24, 2008.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, tells the Court that the proposed extensions are
necessary for the Debtors, their creditor constituencies, and
lenders, taking to heart Judge Olson's comments during the
October 2, 2008, hearing, to engage in negotiations towards a
viable Chapter 11 plan.  Allowing the Exclusive Periods to expire
before the negotiations would defeat the very purpose of Section
1121 of the Bankruptcy Code, he stresses.  

During the October 2 hearing, Judge Olson expressed concerns
about the present condition of the economy and financial markets
with respect to the Debtors' reorganization, Bloomberg News
reported.  At the hearing, Judge Olson told parties-in-interest
to consider the impact of expensive litigation costs and
availability of estate funds for professional fees, Bloomberg
said.

Mr. Singerman relates that the Debtors have worked hard to ensure
that their Chapter 11 cases process as quickly as possible
despite the current market conditions and pending negotiations.  
The Debtors hope to be in a position to file a plan shortly and
to promptly begin the solicitation process, he tells the Court.

Mr. Singerman clarifies that the Debtors do not seek the proposed
extensions to maintain leverage over a group of creditors whose
interests are being harmed by the Chapter 11 cases.  The Debtors,
in fact, have been working to resolve critical issues for the
ultimate benefit of their creditors, he attests.  

The extension motion will not jeopardize the rights of creditors
who do business with the Debtors since the Debtors have been
paying their postpetition bills as they become due, Mr Singerman
assures the Court.  

Moreover, by this motion, the Debtors want to preserve available
restructuring alternatives in the event that the Exclusive
Periods expire in the current timetable set.

The Court will convene a hearing to consider extension of the
exclusive periods on October 23.

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


TRIMSPA INC: Will Liquidate Assets; Case Converted to Chapter 7
---------------------------------------------------------------
Greg Saitz at Star-Ledger News reports that TrimSpa, Inc., will
liquidate its assets.

The U.S. Bankruptcy Court for the District of New Jersey, at the
behest of the U.S. Trustee, converted TrimSpa and its affiliates'
Chapter 11 case to Chapter 7 liquidation in September and
appointed Benjamin Stanziale as trustee to oversee the
liquidation.  

Star-Leger News relates that an auction is set for Oct. 28 to
raise money for creditors.  The report says that these assets will
be sold:

     -- computers,
     -- office equipment,
     -- two forklifts,
     -- two van trailers,
     -- two motorcycles, and
      -- an Indy-style race car used for promotional purposes.

TrimSpa won't sell its large inventory -- some of them expired,
while and some of them containing the now-banned herbal substance
ephedra, Star-Leger News states, citing Patricia Staiano, an
attorney for Mr. Stanziale, who is investigating whether the
aluminum cans the pills are packaged in are worth salvaging.

East Hanover, News Jersey-based Goen Technologies Corporation and
its affiliates, TrimSpa Inc., Vitamerica Corp., and Winfuel Inc.
are the makers of dietary supplements.  Their most notable product
was the supplement TrimSpa, which had been promoted by the late
actress Anna Nicole Smith.  They filed for bankruptcy on May 21,
2008 (Bankr. N.J. Lead Case No. 08-19499).  The Debtors listed
consolidated total assets of $1,459,219 and total debts of
$31,999,096.


UNIGENE LABORATORIES: Inks Financing Agreement with Lenders
-----------------------------------------------------------
Unigene Laboratories, Inc. disclosed in a Securities and Exchange
Commission filing that on Sept. 30, 2008, it entered into a
Financing Agreement with Victory Park Management, LLC, as agent,
and its lenders as the signatories.

Under the terms of the Financing Agreement, at the First Closing,
the Lenders purchased $15 million of three-year senior secured
non-convertible term notes from the company.  In addition, the
company may issue to the Lenders an additional $5 million of
Senior Notes at a subsequent closing, which shall be no later than
the second anniversary of the First Closing.

Under the terms of the Financing Agreement and a Pledge and
Security Agreement by and among the company, Victory Park, as
agent, and the Secured Parties, the Senior Notes are secured by a
first priority lien on all current and future assets of the
company. The Senior Notes will bear interest at a rate of Prime
Rate plus 7%, subject to a floor of 14% per annum and a cap of 18%
per annum.

The company has the right to prepay the Senior Notes with no
penalties for:

   -- prepayments not to exceed $5 million; and
   -- any prepayments made after the first year.

The Senior Notes also are subject to certain mandatory prepayment
events set forth in the Financing Agreement.  The company made a
$450,000 payment to the Lenders at the First Closing, payable with
the proceeds from the sale of the Senior Notes.

Pursuant to the Financing Agreement, the company issued to the
Lenders 1,125,000 shares of its common stock, par value $0.01 per
share.  In addition, the company will issue to the Lenders an
additional 375,000 shares of Common Stock at the Subsequent
Closing.  

The company also entered into a Registration Rights Agreement with
the Lenders which provides them with certain rights to require the
company to file with the United States Securities and Exchange
Commission a registration statement covering the resale of the
Shares.

The company also entered into a Lock-up Agreement with the Lenders
which prohibits the Lenders from selling the Shares prior to the
first anniversary of the First Closing, except in the event of the
company's default under the Financing Agreement.  Following
receipt of the First Closing Shares and taking into account the
shares of Common Stock beneficially owned prior to the First
Closing, Victory Park and its affiliates will beneficially own in
the aggregate 4.99% of the company's outstanding Common Stock as
of the date hereof.

In connection with the Financing Agreement, the company entered
into an Affiliate Subordination Agreement with Jay Levy, Jaynjean
Levy Family Limited Partnership and Victory Park.  Under the terms
of the Subordination Agreement, repayment of the company's
existing indebtedness payable in favor of Mr. Levy and the
Partnership  is subordinated to the indebtedness payable in favor
of the Lenders in accordance with the terms and conditions of the
Financing Agreement.  Simultaneously with entering into the
Subordination Agreement, the company and the holders of the
Existing Notes amended and restated the Existing Notes, and the
company and Jay Levy entered into a Third Modification of Mortgage
and Security Agreement, to reflect such subordination.

                     About Unigene Laboratories

Based in Fairfield, N.J., Unigene Laboratories Inc. (OTC BB: UGNE)
-- http://www.unigene.com/-- is a biopharmaceutical company
focusing on the oral and nasal delivery of large-market peptide
drugs.  Due to the size of the worldwide osteoporosis market,
Unigene is targeting its initial efforts on developing calcitonin
and PTH-based therapies.

Fortical(R), Unigene's nasal calcitonin product for the treatment
of postmenopausal osteoporosis, received FDA approval and was
launched in August 2005.  Unigene has licensed the U.S. rights for
Fortical to Upsher-Smith   Laboratories, worldwide rights for its
oral PTH technology to GlaxoSmithKline and worldwide rights for
its calcitonin manufacturing technology to Novartis.

As reported in the Troubled company Reporter on March 28, 2008,
Grant Thornton, in Edison, N.J., expressed substantial doubt about
Unigene Laboratories 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
pointed to the company's recurring losses from operations and
accumulated deficit.

Unigene's balance sheet as of June 30, 2008, showed $17.06 in
shareholders' deficit $126.3 million in accumulated deficit.  The
company posted $1.2 million in net losses on $5 million in
revenues.


VERTIS INC: Discloses Financing Projections for 2008-2012
---------------------------------------------------------
Vertis Inc., dba Vertis Communications, disclosed in a Securities
and Exchange Commission filing that it in connection with the
Disclosure Statement Relating to the Joint Prepackaged Plan of
Reorganization of Vertis Holdings, Inc., et al. and the Joint
Prepackaged Plan of ACG Holdings, Inc., et al under Chapter 11 of
the Bankruptcy Code, the Company disclosed certain projections of
financial performance for fiscal years 2008 through 2012.  

Since confirmation of the Prepackaged Plan, the U.S. economy has
experienced significant turmoil and the availability of credit and
the cost of capital have changed dramatically.  On Sept. 25, 2008,
officers of the Company delivered a presentation to certain
bondholders in response to requests regarding its financial
reorganization plan.  

The Financing Projections reflect the results of a recent review
of the Projections.  The Financing Projections reflect a more
conservative estimate of market growth rates and new business
capture.  The Financing Projections also reflect a more
conservative estimate of the impacts of market based pricing
pressures on the Company.  In addition, the synergy estimates have
improved based upon additional analysis.  Other, less material,
adjustments have also been made.  

A copy of the summary of the Financing Projections is available
for free at:

               http://researcharchives.com/t/s?33b1

                     About Vertis Holdings Inc.

Headquartered in Baltimore, Maryland, Vertis Holdings, Inc. --
http://www.vertisinc.com/-- is a provider of targeted print   
advertising and direct marketing solutions to America's retail and
consumer services companies.

The company and its six affiliates filed for Chapter 11 protection
on July 15, 2008 (Bank.D.Del. Case No. 08-11460).  Gary T.
Holtzer, Esq. and Stephen A. Youngman, Esq. at Weil, Gotshal &
Manges LLP represent as the Debtors lead counsels and Mark D.
Collins, Esq. and Michael Joseph Merchant, Esq. at Richards Layton
& Finger, P.A. represent as their Delaware local counsels.  Lazard
Freres & Co. LLC is the company's financial advisors.  When the
Debtors filed for protection from their creditors they listed
estimated assets between $500 million and $1 billion and estimated
debts of more than 1 billion.

                    About Vertis Communications

Vertis Inc. dba Vertis Communications -- http://www.vertisinc.com/  
-- is a provider of print advertising and direct marketing
solutions to America's retail and consumer services companies.  

The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware in Wilmington confirmed a prepackaged
Chapter 11 reorganization plan filed by Vertis Communications.

Vertis Communications' balance sheet at June 30, 2008, showed
total assets of $508.9 million and total liabilities of $1.4
billion, resulting in stockholder's deficit of $956.8 million.

The company also reported results for the three and six months
ended June 30, 2008.

Net loss during the second quarter of 2008 was $40.9 million
compared to a $19.7 million net loss in the second quarter of
2007.  Through June 30, 2008, the net loss amounted to
$81.8 million versus $44.9 million in the corresponding period in
2007.  


VERTIS INC: Wants Modifications to Prepackaged Plan Approved
------------------------------------------------------------
Vertis Inc. dba Vertis Communications disclosed in a Securities
and Exchange Commission filing that on Oct. 3, 2008, it filed a
motion seeking approval of immaterial modifications to the
Prepackaged Plan, including the Plan supplement.  

Although the precise modifications have not yet been agreed upon
by all parties, the Motion sets forth what the company expects
will be the modifications.  As described in the Motion, the only
change expected to the Vertis Prepackaged Plan itself is to
effectuate an arrangement whereby certain creditors of the ACG
Debtors may reallocate a portion of the New Common Stock to which
they are entitled under the ACG Debtors' Prepackaged Plan to
holders of Vertis Second Lien Notes.  The only other expected
modification is to the New Vertis Second Lien Indenture relating
to a change in the interest rate on the New Vertis Second Lien
Notes from cash pay to paid in kind at an increased interest rate
for a limited period of time as to $294 million of the notes and
for the entire term of the $56 million balance of the notes.  
These modifications are intended to bolster the Reorganized
Debtors' liquidity while the merger synergies are being
implemented.

The Motion provides that since confirmation of the Vertis
Prepackaged Plan, the U.S. economy has undergone an unprecedented
shock, and the availability of credit and the cost of capital have
changed dramatically.  Nevertheless, the Debtors are pleased that
even in this historically tight credit environment (and even
though the current economic condition has had an impact on the
Debtors, the ACG Debtors, and their customers), the lenders
funding the transaction remain confident in the Debtors and the
Merger and are willing to work with the Debtors to address these
economic challenges.  

The proposed modifications to the Vertis Prepackaged Plan and New
Second Lien Notes Indenture result from the lenders under the Term
Loan portion of the Exit Financing requesting that the Reorganized
Debtors decrease the amount of cash leaving the business for a
certain period of time after the Effective Date.  The Debtors and
the lenders under the Term Loan have discussed that certain
conditions precedent set forth in the Term Loan commitment letter
are unlikely to be satisfied on or before the expiration date
thereof due to the unprecedented shock of the U.S. economy and the
disruption of the credit markets.  The lenders under the Term Loan
have indicated that they will continue to work with the Debtors to
provide the Term Loan on revised terms and are working diligently
with the Debtors on such modifications.  Tellingly, creditors
demonstrated that they believe in these Debtors and this
transaction, as varied creditor groups have expressed an interest
in participating in the Term Loan (either by putting in new money
or rolling over outstanding debt) and are negotiating in good
faith to effectuate modifications that are fair to all parties.

The Motion explains that these proposed modifications are neither
material nor adverse to any creditor and asks the Court to approve
the modifications without the requirement to resolicit creditors.

A copy of the Motion is available free of charge at:

               http://researcharchives.com/t/s?33af

                     About Vertis Holdings Inc.

Headquartered in Baltimore, Maryland, Vertis Holdings, Inc. --
http://www.vertisinc.com/-- is a provider of targeted print   
advertising and direct marketing solutions to America's retail and
consumer services companies.

The company and its six affiliates filed for Chapter 11 protection
on July 15, 2008 (Bank.D.Del. Case No. 08-11460).  Gary T.
Holtzer, Esq. and Stephen A. Youngman, Esq. at Weil, Gotshal &
Manges LLP represent as the Debtors lead counsels and Mark D.
Collins, Esq. and Michael Joseph Merchant, Esq. at Richards Layton
& Finger, P.A. represent as their Delaware local counsels.  Lazard
Freres & Co. LLC is the company's financial advisors.  When the
Debtors filed for protection from their creditors they listed
estimated assets between $500 million and $1 billion and estimated
debts of more than 1 billion.

                    About Vertis Communications

Vertis Inc. dba Vertis Communications -- http://www.vertisinc.com/  
-- is a provider of print advertising and direct marketing
solutions to America's retail and consumer services companies.  

The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware in Wilmington confirmed a prepackaged
Chapter 11 reorganization plan filed by Vertis Communications.

Vertis Communications' balance sheet at June 30, 2008, showed
total assets of $508.9 million and total liabilities of $1.4
billion, resulting in stockholder's deficit of $956.8 million.

The company also reported results for the three and six months
ended June 30, 2008.

Net loss during the second quarter of 2008 was $40.9 million
compared to a $19.7 million net loss in the second quarter of
2007.  Through June 30, 2008, the net loss amounted to
$81.8 million versus $44.9 million in the corresponding period in
2007.  


VICORP RESTAURANTS: May Negotiate Amendments in DIP Facility
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted VI
Acquisition Corp. and VICORP Restaurants Inc.'s emergency request
for authority to enter into a Revised Second Amendment modifying
certain material terms in their post-petition financing to
increase availability under their current DIP Loan, pursuant to
Sec. 105(a), 361, 362, 363 and 364 of the Bankruptcy Code.

Specifically, the increased availability will be used to finance
the added liquidity requirements of VICORP'S VICOM division.  
VICORP's VICOM division anticipates the demand for pies will
increase in the last quarter of 2008 due to the Thanksgiving,
Christmas and New Year holidays.

On May 7, 2008, the Court issued a final order authorizing the
Debtors to obtain a revolving post-petition financing consisting
of a revolving line of credit of $25 million and a term loan of
$35 million from their Senior DIP Facility Lenders.

On Sept. 24, 2008, the Debtors requested the Court for authority
to enter into an amendment to their post-petition financing to
increase availability under their current DIP Loan and for
authority to enter into an additional post-petition Term Loan.  
But because the Senior DIP Facility Lenders and the Term B DIP
Loan Lenders failed to resolve their differences regarding the
terms of an intercreditor arrangement, which would have granted
the Term B DIP Loan Lenders a junior lien on the Collateral and a
junior Superpriority Claim to secure the Term B DIP Loan, the
Second Amendment to Current DIP Facility and the Term B DIP Loan
Documents were never executed nor implemented.

Because of the foregoing circumstances, the Debtors experienced a
severe cash flow shortage which hampered their ability to pay
their ordinary course obligations.  In view of this, the Debtors
advised the Senior DIP Facility Lenders that they will require an
additional $7.0 million DIP financing to meet their working
capital requirements through Jan. 31, 2009.

The Debtors propose to obtain the $7 million projected cash flow
shortfall by increased availability under the DIP Revolver.  This
was to be accomplished by amending the definition of the term
"Borrowing Base" as used in the Senior DIP Facility Documents so
as to permit increased availability under the DIP Revolver.

Some of the more important modifications to the Current DIP
Facility are:

a) Borrowing Base

The Borrowing Base will permit for increased availability during
the period commencing on the Second Amendment Effective Date
through Dec. 25, 2008, of 2.90 times the Adjusted Pro Forma EBITDA
for the most recently completed 13 Fiscal Month period ending as
of the date of determination (less the amounts stated in the
Current DIP Facility Documents under the defined term Borrwing
Base).

b) Minimum Adjusted Pro Forma EBITDA

The Senior DIP Facility also revised the Minimum Adjusted Pro
Forma EBITDA provision so that it favors the Debtors.  

c) Second Amendment Fee

The Senior DIP Facility Lenders will charge a Second Amendment fee
of $300,000 which shall constitute an Advance under the DIP
Revolver and shall be payable on the Effective Date of the Revised
Second Amendment to DIP Facility.

d) Sale of Substantially All of VICORP's Assets

The Debtors were also required to immediately seek buyer or buyers
for substantially all of VICORP's assets which sale shall adhere
to a timeline for the sale of these assets.  Failure to adhere to
any of the deadlines ahll constitute an Event of Default under the
Senior DIP Facility.

Headquartered in Denver, Colorado, VICORP Restaurants Inc.
-- http://www.vicorpinc.com/-- operates two restaurant concepts  
under proven and well-recognized brands, Village Inn and Bakers
Square.  Founded in 1958, VICORP has 343 restaurants in 25 states,
consisting of 250 company-operated restaurants and 93 franchised
restaurants.  Known for its strong breakfast heritage, Village Inn
has been serving its signature breakfast items like one-of-a-kind
skillet dishes and made-from-scratch pancakes for 50 years.  In
addition, Village Inn offers traditional American fare for lunch
and dinner.
        
The company and its affiliates filed for Chapter 11 protection on
April 3, 2008 (Bankr. D. Del. Lead Case No. 08-10623).  Kimberly
Ellen Connolly Lawson, Esq., Kurt F. Gwynne, Esq., and Richard A.
Robinson, Esq., at Reed Smith LLP, and Donna L. Culver, Esq., at
Morris Nichols Arsht & Tunnell, represent the Debtors in their
restructuring efforts.  The Debtors selected The Garden City
Group, Inc. as their claims agent.  Abhilash M. Raval, Esq.,
Dennis Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed
Hadley & McCloy LLP, represent the Committee in these case.
        
When the Debtors filed for protection from their creditors, they
listed estimated assets of $100 million to $500 million and debts
of $100 million to $500 million.


VISKASE COS: S&P Trims LT Corp. Credit Rating to 'SD' from 'CC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Darien, Illinois-based Viskase Cos. Inc. to 'SD'
from 'CC', indicating a selective default.

S&P removed the corporate credit rating from CreditWatch with
negative implications, where it was placed Aug. 8, 2008.  The 'CC'
issue rating on the 11.5% senior secured notes due 2011 remains on
CreditWatch with developing implications.

"The 'SD' rating recognizes the completion of a tender offer that
exchanged a portion of the $10.7 million outstanding 8% senior
secured notes due December 2008 for cash or securities that have a
total value that is less than par," said Standard & Poor's credit
analyst Ket Gondha.  S&P expects any remaining notes to be funded
at maturity, as management indicated it has a commitment for a
substantial portion of the necessary financing.

The CreditWatch with developing implications on the company's
existing 11.5% senior secured notes due 2011 addresses the
additional risk of a general default or bankruptcy if the
company's refinancing actions are not completed as planned.  S&P
could affirm or raise the rating on the notes after the successful
completion of the refinancing and a reassessment of credit quality
and the noteholders' recovery prospects.

S&P will reevaluate the corporate credit rating in recognition of
the changes to the company's capital structure and after meeting
with management regarding prospective business and financial
strategies.

With annual sales of about $250 million, Viskase is a global
producer of nonedible cellulosic, fibrous, and plastic casings
used to prepare and package processed meat products.


WACHOVIA CORPORATION: Wells Fargo Deal Cues Moody's Rating Upgrade
------------------------------------------------------------------
Moody's Investors Service upgraded its preferred stock rating on
Wachovia Corporation to A3 from Ba3.  Also, it changed the
direction of Moody's review of Wachovia's long-term debt and
deposit ratings from direction uncertain to a review for possible
upgrade.  It also changed the review on Wachovia's B financial
strength rating to possible upgrade from possible downgrade.  
Moody's affirmed Wachovia's Prime-1 short term ratings.

The rating actions follow the announcement that Wells Fargo has
signed a definitive agreement to acquire Wachovia Corporation.  
Last week, Moody's downgraded the preferred stock of Wachovia
Corporation to Ba3 from A3 and placed Wachovia's other debt and
deposit ratings under review with direction uncertain after
Citigroup, Inc. announced its intention to acquire the bank and
thrift assets and liabilities and the senior and subordinated debt
of Wachovia Corporation for $2.1 billion.

In a separate rating action, Moody's placed the ratings of Wells
Fargo & Company (senior at Aa1) and subsidiaries (lead bank at Aaa
for deposits and A for financial strength) on review for possible
downgrade.  Moody's said that Wachovia Corporation's ratings will
be dependent on the outcome of its review of Wells Fargo's (senior
at Aa1) ratings, which are higher than Wachovia's.

The substantial increase in Wachovia's preferred stock rating to
A3 from Ba3 is in response to Wells Fargo's intent to assume all
debt obligations of Wachovia Corporation.  Last week, Wachovia's
preferred stock ratings were severely downgraded because Citigroup
announced it did not intend to assume Wachovia's preferred
securities, raising the possibility that they would be part of the
capital structure in a highly leveraged entity.  The current A3 on
Wachovia's preferred stock, which is two notches lower than
Wachovia's senior rating, is consistent with Moody's current
notching practices reflecting subordination of claim.  

In the review process, Moody's will also consider the evolving
nature of the recent actions taken by regulators in the United
States, and the ratings implications of these actions on the
firm's various classes of creditors.

Rating action are:

Upgrades:

Issuer: First Fidelity Bancorporation

  -- Preferred Stock Preferred Stock, Upgraded to A3 from Ba3

Issuer: Wachovia Corporation

  -- Multiple Seniority Shelf, Upgraded to (P)A3 from (P)Ba3
  -- Preferred Stock Preferred Stock, Upgraded to A3 from Ba3
  -- Preferred Stock Shelf, Upgraded to (P)A3 from (P)Ba3

On Review for Possible Upgrade:

Issuer: Central Fidelity Capital Trust I

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Upgrade, currently A2

Issuer: Congress Financial Capital Company

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently A1

Issuer: CoreStates Capital I

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Upgrade, currently A2

Issuer: CoreStates Capital II

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Upgrade, currently A2

Issuer: CoreStates Capital III

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Upgrade, currently A2

Issuer: First Union Capital I

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Upgrade, currently A2

  -- Preferred Stock Shelf, Placed on Review for Possible Upgrade,
     currently (P)A1

Issuer: First Union Capital II

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Upgrade, currently A2

Issuer: First Union Capital III

  -- Preferred Stock Shelf, Placed on Review for Possible Upgrade,
     currently (P)A2

Issuer: First Union Institutional Capital I

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Upgrade, currently A2

Issuer: First Union National Bank of Florida

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently Aa3

Issuer: Golden West Financial Corporation

  -- Issuer Rating, Placed on Review for Possible Upgrade,
     currently A1

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently A1

Issuer: Meridian Bancorp, Inc.

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Upgrade, currently (P)A3

Issuer: South Carolina National Corporation

  -- Subordinate Medium-Term Note Program, Placed on Review for
     Possible Upgrade, currently A2

Issuer: SouthTrust Bank

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently Aa3

Issuer: SouthTrust Bank of Georgia, N.A. (Old)

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently A2

Issuer: SouthTrust Corporation

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently A2

Issuer: Wachovia Bank, N.A.

  -- Bank Financial Strength Rating, Placed on Review for Possible
     Upgrade, currently B

  -- Issuer Rating, Placed on Review for Possible Upgrade,
     currently Aa2

  -- OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Upgrade, currently Aa2

  -- Multiple Seniority Bank Note Program, Placed on Review for
     Possible Upgrade, currently Aa3

  -- Multiple Seniority Medium-Term Note Program, Placed on Review
     for Possible Upgrade, currently Aa3

  -- Subordinate Bank Note Program, Placed on Review for Possible
     Upgrade, currently Aa3

  -- Subordinate Conv./Exch. Bond/Debenture, Placed on Review for
     Possible Upgrade, currently Aa3

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently Aa3

  -- Senior Unsecured Bank Note Program, Placed on Review for
     Possible Upgrade, currently Aa2

  -- Senior Unsecured Deposit Note/Takedown, Placed on Review for
     Possible Upgrade, currently Aa2

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Placed on Review
     for Possible Upgrade, currently Aa2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently Aa2

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Upgrade, currently Aa2

Issuer: Wachovia Bank, N.A. (Old)

  -- Senior Unsecured Bank Note Program, Placed on Review for
     Possible Upgrade, currently Aa3

  -- Senior Unsecured Medium-Term Note Program, Placed on Review
     for Possible Upgrade, currently Aa3

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently Aa3

Issuer: Wachovia Capital Trust I

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Upgrade, currently A2

Issuer: Wachovia Capital Trust II

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Upgrade, currently A2

Issuer: Wachovia Capital Trust III

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Upgrade, currently A3

  -- Preferred Stock Shelf, Placed on Review for Possible Upgrade,
     currently (P)A2

Issuer: Wachovia Capital Trust IV

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Upgrade, currently A2

Issuer: Wachovia Capital Trust IX

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Upgrade, currently A2

  -- Preferred Stock Shelf, Placed on Review for Possible Upgrade,
     currently (P)A3

Issuer: Wachovia Capital Trust V

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Upgrade, currently A2

Issuer: Wachovia Capital Trust VII

  -- Preferred Stock Shelf, Placed on Review for Possible Upgrade,
     currently (P)A2

Issuer: Wachovia Capital Trust VIII

  -- Preferred Stock Shelf, Placed on Review for Possible Upgrade,
     currently (P)A2

Issuer: Wachovia Capital Trust X

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Upgrade, currently A2

  -- Preferred Stock Shelf, Placed on Review for Possible Upgrade,
     currently (P)A3

Issuer: Wachovia Capital Trust XI

  -- Preferred Stock Shelf, Placed on Review for Possible Upgrade,
     currently (P)A3

Issuer: Wachovia Capital Trust XII

  -- Preferred Stock Shelf, Placed on Review for Possible Upgrade,
     currently (P)A3

Issuer: Wachovia Capital Trust XIII

  -- Preferred Stock Shelf, Placed on Review for Possible Upgrade,
     currently (P)A3

Issuer: Wachovia Capital Trust XIV

  -- Preferred Stock Shelf, Placed on Review for Possible Upgrade,
     currently (P)A2

Issuer: Wachovia Capital Trust XV

  -- Preferred Stock Shelf, Placed on Review for Possible Upgrade,
     currently (P)A3

Issuer: Wachovia Corporation

  -- Junior Subordinated Shelf, Placed on Review for Possible
     Upgrade, currently (P)A2

  -- Multiple Seniority Medium-Term Note Program, Placed on Review
     for Possible Upgrade, currently A2

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Upgrade, currently (P)A2

  -- Subordinate Medium-Term Note Program, Placed on Review for
     Possible Upgrade, currently A2

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently A2

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Placed on Review
     for Possible Upgrade, currently A1

  -- Senior Unsecured Medium-Term Note Program, Placed on Review
     for Possible Upgrade, currently A1

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently A1

Issuer: Wachovia Corporation (Old)

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Upgrade, currently (P)A2

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently A2

  -- Senior Subordinated Regular Bond/Debenture, Placed on Review
     for Possible Upgrade, currently A2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently A1

Issuer: Wachovia Preferred Funding Corp.

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Upgrade, currently A3

Issuer: Western Financial Bank, F.S.B.

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently Aa3

Issuer: World Savings Bank, FSB

  -- Bank Financial Strength Rating, Placed on Review for Possible
     Upgrade, currently B

  -- Issuer Rating, Placed on Review for Possible Upgrade,
     currently Aa2

  -- OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Upgrade, currently Aa2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently Aa2

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Upgrade, currently Aa2

Wachovia Corporation is headquartered in Charlotte, North
Carolina.  Its reported assets as of June 30, 2008, were $812
billion.


WASHINGTON MUTUAL: CEO Fishman and Five Executives to Step Down
---------------------------------------------------------------
Charlie Scharf, head of JPMorgan Chase's Retail Financial
Services division, noted that Washington Mutual, Inc. chief
executive officer Alan H. Fishman is set to leave the company as
the combination of JPMorgan and Washington Mutual Bank made his
position redundant.

The other WaMu executives who are set to terminate their
employment with the company are:

   Executive             Designation
   ---------             -----------
   Stephen Rotella       President and Chief Operating Officer
   
   Todd Baker            Executive Vice President of Corporate
                         Strategy and Development

   Daryl David           EVP and Chief Officer for Human
                         Resources Department

   Michael Solender      EVP and Chief Legal Officer

   Frank Baier           Assistant to the CEO

Given the regulations governing the disposition of WaMu, Mr.
Fishman is less likely to receive any severance pay, according to
The Associated Press.  In any event, a spokesperson for Mr.
Fishman related to AP that Mr. Fishman is not taking any payments
under his Employment Contract with WaMu, which could total
$6,000,000 in cash.

To replace the former WaMu executives in overseeing the bank's
operations, JPMorgan has brought in 11 of its own executives, the
Sacramento Business Journal related.  Mr. Scharf told JPMorgan
Chase employees in a memo that "appointments will be announced as
they are made," the news source added.

                     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.


WASHINGTON MUTUAL: Wants to Files Schedules Until December 29
-------------------------------------------------------------
Pursuant to Section 521 of the Bankruptcy Code and Rule 1007 of
the Federal Rules of Bankruptcy Procedure, Washington Mutual,
Inc., and WMI Investment Corp., are required to file, within 15
days of the Petition Date:

   -- schedules of assets and liabilities,
   -- schedules of executory contracts and unexpired leases,
   -- lists of equity holders,
   -- schedules of current income and expenditures, and
   -- statements of financial affairs.

Pursuant to Rule 1007-1(b) of the Local Rules of Practice and
Procedure for the U.S. Bankruptcy Court for the District of
Delaware, the Debtors are required to file their Schedules and
Statements within 30 days of the Petition Date as the total number
of creditors in their Chapter 11 cases exceeds 200.

Hence, the Debtors are currently required to file their
Schedules and Statements by Oct. 26, 2008.

However, due to the ongoing receivership of their subsidiary
Washington Mutual Bank, the Debtors does not believe they will be
able to complete their Schedules in the next 30 days.

Assembling the necessary information will be a significant task
for the Debtors, considering the disruption to their businesses
caused brought about by the Bank Receivership, according to the
Debtors' proposed counsel, Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware.

Specifically, Mr. Collins asserts, the Debtors will require more
time to prepare their Schedules in light of (i) the large amount
of information that they need to compile, (ii) the time that must
be devoted to complete the Schedules, (iii) the limited number of   
employees available to them.

For these reasons, the Debtors ask the United States Bankruptcy
Court for the District of Delaware to extend the deadline within
which they may file their Schedules, through and including
Dec. 29, 2008.

                     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.


WOODSIDE GROUP: Seeks to Employ Kurtzman as Claims Agent
--------------------------------------------------------
Woodside Group LLC and its affiliates sought the U.S. Bankruptcy
Court for the Central District of California's permission to
employ Kurtzman Carson Consultants LLC as claims and noticing
agent, nunc pro tunc Sept. 16, 2008.

The Debtors told the Court that with more than 70,000 potential
creditors and other parties-in-interest, the Debtors' Chapter 11
cases may impose heavy administrative and other burdens on the
Court and the Office of the Clerk of the Court.  To relieve the
Clerk's Office these burdens, the Debtors solicited bids from
different claims processing and noticing agents.  Based upon the
results of those bids, the Debtors determined to retain Kurtzman
Carson to act as claims and noticing agent in the Debtors' Chapter
11 cases.

As agent and custodian of the Court records, Kurtzman Carson will
be under the supervision and control of the Clerk of the Court,
but not as an employee.  Kurtzman Carson will perform, at the
request of the Clerk's Office, the claims and noticing related
services.  Kurtzman will perform other claims, noticing,
balloting, technical and support services.  The Debtors expect
that the solicitation of votes on their Chapter 11 plans will
necessitate the forwarding of ballots, disclosure statements, and
related solicitation materials to many creditors.  

The Debtors also propose that the Clerk of the Court provide
copies of all filed proofs of claim or interest directly to
Kurtzman Carson, which will provide the Court with the necessary
postage and boxes for shipping the claims to Kurtzman Carson.

Kurtzman Carson will charge the Debtors these hourly rates:

     Professionals                       Rates
     -------------                       -----
     Clerical                           $45 - $65
     Project Specialist                 $80 - $140
     Consultant                         $145 - $225
     Senior Consultant/Senior
       Managing Consultant              $230 - $295
     Technology/Programming Consultant  $130 - $195

The Debtors have paid Kurtzman Carson a $75,000 retainer.  Sheryl
R. Betance, the Director of Restructuring Services of Kurtzman
Carson, assures the Court of the firm's disinterestedness, and
that the firm doesn't hold or represent an interest adverse to the
Debtors' estates.

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.


WOODSIDE GROUP: U.S. Trustee Appoints 7 Members to Creditors Panel
------------------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, appointed seven
members to the Official Committee of Unsecured Creditors in
Woodside Group LLC and its affiliates' Chapter 11 cases.

The Committee members are:

   1) JP Morgan Chase
      Attn: Jerri Hunt
      George W. "Buzz" Welch, Senior VP
      80 West Broadway
      Salt Lake City, UT 84101
      Tel: (801) 870-8728
      Fax: (801) 328-2045

   2) Bank of America, N.A.
      Tamara A. Frederick, Senior VP
      201 East Washington Street
      22nd Floor - AZ1-200-22-17
      Phoenix, AZ 85004-2343
      Tel: (602) 523-2033
      Fax: (877) 825-5294

   3) Wachovia Bank, National Association
      Katherine A. Harkness, Managing Director
      301 South College Street
      Charlotte, NC 28288-0537
      Tel: (704) 383-0707
      Fax: (704) 383-6244

   4) John Hancock Life Insurance Company
      Willma H. Davis, Senior Managing Director
      197 Clarendon Street
      Boston, MA
      Tel: (617) 572-9625
      Fax: (617) 572-0073

   5) Metlife Inc. & Affiliates
      Claudia Cromie, Director
      10 Park Avenue
      Morristown, NJ 07962
      Tel: (973) 355-4293
      Fax: (973) 355-4230

   6) AXA Equitable Life Insurance Company
      Paul L. Harinstein
      1290 Avenue of the Americas
      New York, NY 10104
      Tel: (212) 314-5311
      Fax: (212) 707-1504

   7) Travelers Casualty & Surety Co. of America
      Sam E. Barker, Senior Claim Counsel
      33650 6th Avenue South
      Suite 200
      Federal Way, WA 98003
      Tel: (253) 943-5802
      Fax: (866) 842-9201

                       About Woodside Group

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
one billion dollars on a consolidated basis. As of Dec. 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.


WOODSIDE GROUP: Has Until Oct. 31 to File Schedules & Statements
----------------------------------------------------------------
The Hon. Peter H. Carrol of the United States Bankruptcy Court for
the Central District of California extended, until Oct. 31, 2008,
the period within which Woodside Group LLC and its debtor-
affiliates can file their schedules of assets and liabilities, and
statements of financial affairs.

Peter C. Anderson, the United States Trustee for Region 16,
protested the Debtors' request for extension.  The delay in filing
the schedules and statements causes prejudice.  Among other
things, it delays the scheduling of the 341(a) meeting,
solicitation of creditors' committee, and administration of the
cases, the Trustee argued.

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.


* S&P Cuts Ratings on 22 Tranches From Six Cash Flow & Hybrid CDOs
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 22
tranches from six U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 16 of the lowered ratings
from CreditWatch with negative implications.  The ratings on six
of the downgraded tranches are on CreditWatch with negative
implications, indicating a significant likelihood of further
downgrades.  The CreditWatch placements primarily affect
transactions for which a significant portion of the collateral
assets currently have ratings on CreditWatch with negative
implications or have significant exposure to assets rated in the
'CCC' category.

The 22 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $4.405 billion.  Three of the six affected
transactions are mezzanine structured finance CDOs of asset-backed
securities, which are collateralized in large part by mezzanine
tranches of residential mortgage-backed securities and other SF
securities.  The other three transactions are high-grade SF CDOs
of ABS, which were collateralized at origination primarily by
'AAA' through 'A' rated tranches of RMBS and other SF securities.  
The CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS.

To date, S&P has lowered its ratings on 3,898 tranches from 879
U.S. cash flow, hybrid, and synthetic CDO transactions as a result
of stress in the U.S. residential mortgage market and credit
deterioration of U.S. RMBS. In addition, 1,248 ratings from 447
transactions are currently on CreditWatch with negative
implications for the same reasons.  In all, S&P has downgraded
$456.801 billion of CDO issuance.  Additionally, S&P's ratings on
$28.439 billion of securities have not been lowered but are
currently on CreditWatch with negative implications, indicating a
high likelihood of future downgrades.

                          Rating Actions

                                               Rating
                                               ------
Transaction                   Class      To             From
-----------                   -----      --             ----
Hout Bay 2006-1 Ltd.          A-1        B-/Watch Neg   A+/Watch Neg  
Hout Bay 2006-1 Ltd.          A-2        CC             BBB/Watch Neg
Hout Bay 2006-1 Ltd.          B          CC             BB-/Watch Neg
Hout Bay 2006-1 Ltd           C          CC             B+/Watch Neg  
Hout Bay 2006-1 Ltd.          D          CC             CCC-/Watch Neg
Mount Skylight CDO Ltd.       A1         CCC+           A+/Watch Neg  
Mount Skylight CDO Ltd.       A2         CC             BB+/Watch Neg
Mount Skylight CDO Ltd.       B          CC             B+/Watch Neg  
Mount Skylight CDO Ltd.       C          CC             CCC/Watch Neg
Mount Skylight CDO Ltd.       D          CC             CCC-/Watch Neg
Nautilus RMBS CDO IV Ltd.     A-1S       B+/Watch Neg   A-/Watch Neg  
Nautilus RMBS CDO IV Ltd.     A-1J       CC             BB-/Watch Neg
Nautilus RMBS CDO IV Ltd.     A-2        CC             B-/Watch Neg  
Orchid Structured Finance     A-1        AA/Watch Neg   AAA           
CDO II Ltd.
Orchid Structured Finance     A-2        B-/Watch Neg   AA+/Watch Neg
CDO II Ltd.
Orchid Structured Finance     A-3        CC             BBB/Watch Neg
CDO II Ltd.
Orchid Structured Finance     B          CC             BB/Watch Neg  
CDO II Ltd.
Silver Elms CDO II Ltd.       A-1M       CC             B-/Watch Neg  
Silver Elms CDO II Ltd.       A-1Q       CC             CCC-/Watch Neg
Summer Street 2004-1 Ltd.     A-2        A/Watch Neg    AA/Watch Neg  
Summer Street 2004-1 Ltd.     A-3        CCC/Watch Neg  BBB-/Watch Neg
Summer Street 2004-1 Ltd.     B          CC             BB+/Watch Neg

                        Other Outstanding Ratings

Transaction                   Class       Rating
-----------                   -----       ------
Hout Bay 2006-1 Ltd.          S           AAA                          
Hout Bay 2006-1 Ltd.          E           CC                           
Nautilus RMBS CDO IV Ltd.     A-3         CC                           
Nautilus RMBS CDO IV Ltd.     B-F         CC                           
Nautilus RMBS CDO IV Ltd.     B-V         CC                           
Nautilus RMBS CDO IV Ltd.     C-F         CC                           
Nautilus RMBS CDO IV Ltd.     C-V         CC                           
Silver Elms CDO II Ltd.       A-2         CC                           
Silver Elms CDO II Ltd.       A-3         CC                           
Silver Elms CDO II Ltd.       B           CC                           
Silver Elms CDO II Ltd.       C           CC                           
Silver Elms CDO II Ltd.       D           CC                           
Summer Street 2004-1 Ltd.     A-1         AAA                          
Summer Street 2004-1 Ltd.     C           CC                           
Summer Street 2004-1 Ltd.     D Inc Nts   CC                           


* S&P Downgrades Ratings on 154 Classes From 18 RMBS Transactions
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 154
classes from 18 residential mortgage-backed securities
transactions backed by U.S. Alternative-A mortgage loan collateral
issued in 2004 and 2005.  The downgraded classes have a current
balance of approximately $3.25 billion.  S&P removed 47 of the
lowered ratings from CreditWatch with negative implications.
Concurrently, S&P affirmed its ratings on the remaining 131
classes from these transactions and removed five of the affirmed
classes from CreditWatch.  Also, S&P lowered its ratings on nine
classes to 'D' due to principal write-downs experienced by those
classes.

The downgrades reflect a rise in severe delinquencies relative to
credit support.  As outlined in "U.S. Alternative-A RMBS
Performance Update: August 2008 Distribution Date," published
Sept. 30, 2008, severe delinquencies for rated RMBS backed by Alt-
A loans increased 19.09% between January 2008 and August 2008 for
2005 vintage transactions.  On average, the amount of severely
delinquent loans for the affected deals in this review would erode
45.50% of the available credit support to the senior classes.

The affirmations reflect current credit support percentages that
are sufficient to support the ratings at their current levels and
protect them from actual and projected losses.  The collateral for
these deals consists of Alt-A, fixed- and adjustable-rate mortgage
loans secured by one- to four-family residential properties.

                          Rating Actions

Alternative Loan Trust 2005-38
Series 2005-28

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M          12667G2A0     BB             AA+
B-1        12667G2B8     B              AA-/Watch Neg
B-2        12667G2C6     CC             BBB+/Watch Neg
B-3        12667G2D4     CC             B/Watch Neg
B-4        12667G2E2     D              CCC

Alternative Loan Trust 2005-59
Series 2005-59
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-3B     12668ARJ6     BBB            AAA
M          12668AEZ4     B              AA
B-1        12668AFA8     CCC            A/Watch Neg
B-2        12668AFB6     CC             BBB/Watch Neg
B-3        12668AFC4     CC             B/Watch Neg
B-4        12668AFD2     D              CCC

Alternative Loan Trust 2005-76
Series 2005-76
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-2      12668BDD2     A              AAA
2-A-3      12668BDG5     A+             AAA
2-A-4      12668BDH3     A+             AAA
3-A-3      12668BDL4     AA             AAA
M-1        12668BDN0     BB             AA+/Watch Neg
M-2        12668BDP5     B              AA/Watch Neg
M-3        12668BDQ3     CCC            A+/Watch Neg
M-4        12668BDR1     CCC            A/Watch Neg
M-5        12668BDS9     CCC            A/Watch Neg
M-6        12668BDT7     CCC            BBB+/Watch Neg
M-7        12668BDU4     CC             BB/Watch Neg
M-8        12668BDX8     CC             B/Watch Neg

Alternative Loan Trust 2005-81
Series 2005-81
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-3        12668BBQ5     AA             AAA
A-4        12668BBR3     B              AAA
M-1        12668BBS1     CCC            AA+/Watch Neg
M-2        12668BBT9     CCC            AA/Watch Neg
M-3        12668BBU6     CCC            AA-/Watch Neg
M-4        12668BBV4     CCC            A+/Watch Neg
M-5        12668BBW2     CCC            BBB/Watch Neg
B-1        12668BBX0     CC             B+/Watch Neg
B-2        12668BBY8     CC             B/Watch Neg
B-3        12668BBZ5     CC             B-/Watch Neg
B-4        12668BCD3     D              CCC

Alternative Loan Trust 2005-82
Series 2005-82
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-3        12668A5Z4     BB             AAA
M          12668A6C4     B              AA
B-1        12668A6D2     CCC            A/Watch Neg
B-2        12668A6E0     CCC            BBB/Watch Neg
B-3        12668A6F7     CC             B/Watch Neg
B-4        12668A6G5     CC             CCC

GreenPoint Mortgage Funding Trust 2005-AR4
Series 2005-AR4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
II-A-2     39538WBV9     BBB            AAA
III-A-2    39538WBX5     BBB            AAA
IV-A-3     39538WCB2     BBB+           AAA
M-1        39538WCH9     B              AA+
M-2        39538WCJ5     CCC            AA+
M-3        39538WCK2     CCC            AA
M-4        39538WCL0     CCC            BBB
M-5        39538WCM8     CCC            BB
B-1        39538WCP1     CC             CCC
B-2        39538WCQ9     CC             CCC
B-3        39538WCR7     CC             CCC
B-4        39538WCT3     D              CC

GreenPoint Mortgage Funding Trust 2005-AR5
Series 2005-AR5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
IV-A-2     39538WEQ7     A              AAA
M-X        39538WES3     B              AA+
M-1        39538WET1     B              AA+
M-2        39538WEU8     CCC            AA
M-3        39538WEV6     CCC            AA-
M-4        39538WEW4     CCC            A+
M-5        39538WEX2     CCC            BBB
M-6        39538WEY0     CCC            BB
B-1        39538WEZ7     CC             B
B-2        39538WFA1     CC             CCC
B-3        39538WFB9     CC             CCC
B-4        39538WFD5     CC             CCC
B-5        39538WFE3     D              CC

Harborview Mortgage Loan Trust 2005-10
Series 2005-10
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        41161PTV5     A              AA+
B-2        41161PTW3     BB             AA
B-3        41161PTX1     B              AA-
B-4        41161PTY9     CCC            A+
B-5        41161PTZ6     CCC            A
B-6        41161PUA9     CCC            A-
B-7        41161PUB7     CCC            BBB+
B-8        41161PUC5     CC             BBB
B-9        41161PUD3     CC             BBB-
B-10       41161PUE1     CC             B
B-11       41161PUF8     CC             CCC

HarborView Mortgage Loan Trust 2005-13
Series 2005-13
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        41161PWJ8     B              AA
B-2        41161PWK5     CCC            A
B-3        41161PWL3     CCC            BB-
B-4        41161PWM1     CCC            B
B-5        41161PWN9     CC             CCC

HarborView Mortgage Loan Trust 2005-2
Series 2005-2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-2        41161PLZ4     B              A
B-3        41161PMA8     CCC            BBB
B-4        41161PMB6     CC             B
B-5        41161PMC4     CC             CCC

IndyMac INDX Mortgage Loan Trust 2004-AR5
Series 2004-AR5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-2        45660NT21     BBB            A
B-3        45660NT39     B              BBB
B-4        45660NT47     CCC            BB
B-5        45660NT54     CCC            B

IndyMac INDX Mortgage Loan Trust 2005-AR14
Series 2005-AR14
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-2        45660LSE0     BBB            AA
B-3        45660LSF7     B              A+
B-4        45660LSG5     CCC            A-
B-5        45660LSH3     CCC            BBB
B-6        45660LSK6     CC             BB
B-7        45660LSL4     CC             B

IndyMac INDX Mortgage Loan Trust 2005-AR16IP
Series 2005-AR16I
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        45660LUJ6     BB+            AA
B-2        45660LUK3     B              A
B-3        45660LUL1     CCC            BBB+
B-4        45660LUM9     CCC            BBB-
B-5        45660LUN7     CC             B
B-6        45660LUP2     D              CCC

Morgan Stanley Mortgage Loan Trust 2005-11AR
Series 2005-11AR
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        61748HTG6     BB             AAA
A-3        61748HTJ0     BB             AAA
M-1        61748HTL5     B              AA+/Watch Neg
M-2        61748HTM3     CCC            A+/Watch Neg
M-3        61748HTN1     CCC            BBB/Watch Neg
M-4        61748HTP6     CCC            BB/Watch Neg
M-5        61748HTQ4     CCC            B/Watch Neg
M-6        61748HTR2     CC             B-/Watch Neg
B-1        61748HTS0     CC             CCC
B-2        61748HTT8     CC             CCC
B-3        61748HTU5     CC             CCC
B-4        61748HTB7     D              CCC

Morgan Stanley Mortgage Loan Trust 2005-6AR
Series 2005-6AR
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
2-A-1      61748HMG3     BBB            AAA
2-A-3      61748HMJ7     BBB            AAA
3-A-1      61748HMK4     BB             AAA
3-A-3      61748HMM0     BB             AAA
4-A-1      61748HMN8     BB             AAA
4-A-3      61748HMQ1     BB             AAA
5-A-1      61748HMR9     BB             AAA
5-A-3      61748HMT5     BB             AAA
6-A-2      61748HMV0     BB             AAA
1-M-1      61748HMW8     AA+            AA+/Watch Neg
1-M-2      61748HMX6     AA             AA/Watch Neg
1-M-3      61748HMY4     AA-            AA-/Watch Neg
1-M-4      61748HMZ1     A+             A+/Watch Neg
1-M-5      61748HNA5     A              A/Watch Neg
1-M-6      61748HNB3     BB             A-/Watch Neg
1-B-1      61748HNC1     B              BBB+/Watch Neg
1-B-2      61748HND9     CCC            BBB/Watch Neg
1-B-3      61748HNE7     CCC            B/Watch Neg
B-1        61748HNF4     CCC            BB/Watch Neg
B-2        61748HNG2     CCC            B/Watch Neg
B-3        61748HNH0     CC             B/Watch Neg
B-4        61748HNL1     CC             CCC
B-5        61748HNM9     CC             CCC

Morgan Stanley Mortgage Loan Trust 2005-9AR
Series 2005-9AR
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A        61748HQW4     BBB            AAA/Watch Neg
1-X        61748HQX2     BBB            AAA
2-A        61748HQY0     BB             AAA/Watch Neg
3-A-2      61748HRA1     BB             AAA/Watch Neg
1-B-1      61748HRB9     CCC            A+/Watch Neg
B-1        61748HRE3     B              A+/Watch Neg
1-B-2      61748HRC7     CCC            BB+/Watch Neg
B-2        61748HRF0     CCC            BB+/Watch Neg
1-B-3      61748HRD5     CC             B/Watch Neg
B-3        61748HRG8     CC             B/Watch Neg
1-B-4      61748HRH6     CC             CCC
B-4        61748HRL7     CC             CCC
1-B-5      61748HRJ2     D              CCC
B-5        61748HRM5     D              CCC

RALI Series 2005-QO4 Trust
Series 2005-QO4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A-2      761118NM6     BBB            AAA
II-A-3     761118NQ7     BBB            AAA
M-1        761118NV6     B              AA
M-2        761118NW4     CCC            A+
M-3        761118NX2     CCC            BBB
B-1        761118NY0     CC             BB
B-2        761118NZ7     CC             B

Structured Asset Securities Corporation Mortgage Loan Trust
Series 2005-2XS
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M2         86359B2L4     BBB            A
M3         86359B2M2     BB             BBB+

                          Ratings Affirmed

Alternative Loan Trust 2005-38
Series 2005-28

Class      CUSIP         Rating
-----      -----         ------
A-1        12667GY98     AAA
A-2        12667GZ22     AAA
A-3        12667GZ30     AAA
A-4        12667GZ48     AAA
A-5        12667GZ55     AAA
A-6        12667GZ63     AAA
X          12667GZ71     AAA
M-X        12667GZ89     AAA

Alternative Loan Trust 2005-59
Series 2005-59

Class      CUSIP         Rating
-----      -----         ------
1-A-1      12668AEV3     AAA
1-A-2A     12668AEW1     AAA
1-A-2B     12668ARG2     AAA
1-A-2C     12668ARH0     AAA
1-X        12668AEY7     AAA
2-X        12668ASJ5     AAA

Alternative Loan Trust 2005-76
Series 2005-76

Class      CUSIP         Rating
-----      -----         ------
1-A-1      12668BDC4     AAA
2-A-1      12668BDE0     AAA
2-A-2      12668BDF7     AAA
3-A-1      12668BDJ9     AAA
3-A-2      12668BDK6     AAA

Alternative Loan Trust 2005-81
Series 2005-81

Class      CUSIP         Rating
-----      -----         ------
A-1        12668BBN2     AAA
A-2        12668BBP7     AAA
X-1        12668BCB7     AAA
X-2        12668BCC5     AAA

Alternative Loan Trust 2005-82
Series 2005-82

Class      CUSIP         Rating
-----      -----         ------
A-1        12668A5X9     AAA
A-2        12668A5Y7     AAA
X          12668A6A8     AAA
P          12668BGW7     AAA

GreenPoint Mortgage Funding Trust 2005-AR4
Series 2005-AR4

Class      CUSIP         Rating
-----      -----         ------
I-A-1      39538WBQ0     AAA
I-A-2a     39538WBR8     AAA
I-A-2b     39538WBS6     AAA
I-A-3      39538WBT4     AAA
II-A-1     39538WBU1     AAA
III-A-1    39538WBW7     AAA
IV-A-1a    39538WBY3     AAA
IV-A-1b    39538WBZ0     AAA
IV-A-2     39538WCA4     AAA
M-6        39538WCN6     CCC
IA2b cert  39538WCX4     AAA
IVA1b cert 39538WCY2     AAA

GreenPoint Mortgage Funding Trust 2005-AR5
Series 2005-AR5

Class      CUSIP         Rating
-----      -----         ------
I-A-1      39538WEA2     AAA
I-A-2      39538WEC8     AAA
I-X-1      39538WEB0     AAA
I-X-2      39538WED6     AAA
II-A-1     39538WEE4     AAA
II-A-2     39538WEF1     AAA
II-X-1     39538WEG9     AAA
II-X-2     39538WEH7     AAA
II-X-3     39538WEJ3     AAA
III-A-1    39538WEK0     AAA
III-A-2    39538WEL8     AAA
III-X-1    39538WEM6     AAA
IV-X-1     39538WEP9     AAA
IV-X-2     39538WER5     AAA
IV-A-1     39538WEN4     AAA

Harborview Mortgage Loan Trust 2005-10
Series 2005-10

Class      CUSIP         Rating
-----      -----         ------
1-A-1A     41161PTL7     AAA
1-A-1B     41161PTM5     AAA
2-A1A      41161PTN3     AAA
2-A1B      41161PTP8     AAA
2-A1C1     41161PTQ6     AAA
2-A1C2     41161PTR4     AAA
X          41161PTS2     AAA
PO         41161PTT0     AAA

HarborView Mortgage Loan Trust 2005-13
Series 2005-13

Class      CUSIP         Rating
-----      -----         ------
1-A1A      41161PVZ3     AAA
1-A1B      41161PWA7     AAA
2-A1A1     41161PWB5     AAA
2-A1A2     41161PWC3     AAA
2-A1B      41161PWD1     AAA
2-A1C      41161PWE9     AAA
X          41161PWF6     AAA
PO         41161PWG4     AAA
B6         41161PWP4     CC

HarborView Mortgage Loan Trust 2005-2
Series 2005-2

Class      CUSIP         Rating
-----      -----         ------
1-A        41161PLQ4     AAA
2-A1A      41161PLR2     AAA
2-A1B      41161PLS0     AAA
2-A-1C     41161PLT8     AAA
2-A2       41161PLU5     AAA
X          41161PLV3     AAA
PO         41161PLW1     AAA
B-1        41161PLY7     AA

IndyMac INDX Mortgage Loan Trust 2004-AR5
Series 2004-AR5

Class      CUSIP         Rating
-----      -----         ------
1-A-1      45660NS22     AAA
A-R        45660NS89     AAA
2-A-1A     45660NS30     AAA
2-A-1B     45660NS48     AAA
2-A-2      45660NS55     AAA
A-X-2      45660NS71     AAA
B-1        45660NS97     AA

IndyMac INDX Mortgage Loan Trust 2005-AR14
Series 2005-AR14

Class      CUSIP         Rating
-----      -----         ------
1-A-1A     45660LRU5     AAA
1-A-1B1    45660LRV3     AAA
1-A-1B2    45660LRW1     AAA
2-A-1A     45660LRX9     AAA
2-A-1B     45660LRY7     AAA
2-A-1C     45660LRZ4     AAA
1-X        45660LSA8     AAA
2-X        45660LSB6     AAA
B-X        45660LSJ9     AAA
B-1        45660LSD2     AA+

IndyMac INDX Mortgage Loan Trust 2005-AR16IP
Series 2005-AR16I

Class      CUSIP         Rating
-----      -----         ------
A-1        45660LUD9     AAA
A-2        45660LUE7     AAA
A-3        45660LUF4     AAA
A-X        45660LUG2     AAA

Morgan Stanley Mortgage Loan Trust 2005-11AR
Series 2005-11AR

Class      CUSIP         Rating
-----      -----         ------
A-2        61748HTH4     AAA
X          61748HTK7     AAA

Morgan Stanley Mortgage Loan Trust 2005-6AR
Series 2005-6AR

Class      CUSIP         Rating
-----      -----         ------
1-A-1      61748HMC2     AAA
1-A-2      61748HMD0     AAA
1-A-3      61748HME8     AAA
1-A-4      61748HMF5     AAA
2-A-2      61748HMH1     AAA
3-A-2      61748HML2     AAA
4-A-2      61748HMP3     AAA
5-A-2      61748HMS7     AAA
6-A-1      61748HMU2     AAA

Morgan Stanley Mortgage Loan Trust 2005-9AR
Series 2005-9AR

Class      CUSIP         Rating
-----      -----         ------
3-A-1      61748HQZ7     AAA

RALI Series 2005-QO4 Trust
Series 2005-QO4

Class      CUSIP         Rating
-----      -----         ------
I-A-1      761118NL8     AAA
II-A-1     761118NN4     AAA
II-A-2     761118NP9     AAA
X-IO       761118NR5     AAA
X-PO       761118NS3     AAA

Structured Asset Securities Corporation Mortgage Loan Trust
Series 2005-2XS

Class      CUSIP         Rating
-----      -----         ------
1-A2A      86359B2B6     AAA
1-A2B      86359B2C4     AAA
1-A3       86359B2D2     AAA
1-A4       86359B2E0     AAA
1-A5A      86359B2F7     AAA
1-A5B      86359B2G5     AAA
2-A1       86359B2H3     AAA
2-A2       86359B2J9     AAA
M-1        86359B2K6     AA


* S&P: Life Insurance Sector Outlook Changed to Neg. Amid Turmoil
-----------------------------------------------------------------
Effects from the turmoil in the credit and equity markets are
creeping into the U.S. life insurance sector, said an article
published by Standard & Poor's Ratings Services.  Based on
expectations for higher-than-normal credit losses, lower fee-based
revenues, and reduced financial flexibility, Standard & Poor's has
revised its outlook on the industry to negative from stable,
according to the article, titled "Outlook On U.S. Life Insurance
Sector Revised To Negative Amid Credit And Equity Market Turmoil."

"We expect to revise the ratings or outlooks on several life
insurers in the next few months because of the impact of these
challenging macroeconomic conditions," said Standard & Poor's
credit analyst Kevin Ahern.  "This is consistent with what we
stated in our midyear 2008 outlook, but we expect the pace of
decline and the number of companies affected to increase as a
result of market volatility and dislocations."

Although short-term pressures are significant, the industry's
long-term fundamental strengths remain intact.  Therefore, at this
time, S&P expects most downgrades should be one to two notches at
the most.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                                Total
                                               Share-
                                     Total    holders   Working
                                    Assets     Equity   Capital
Company                Ticker        ($MM)      ($MM)     ($MM)
-------                ------     --------    -------   -------
ABSOLUTE SOFTWRE       ABT CN          103        (3)       31
APP PHARMACEUTIC       APPX US       1,105       (42)      260
BARE ESCENTUALS        BARE US         263       (49)      113
BLOUNT INTL            BLT US          482       (33)      148
CABLEVISION SYS        CVC US        9,483    (5,001)     (633)
CENTENNIAL COMM        CYCL US       1,394    (1,026)       86
CHENIERE ENERGY        CQP US        1,855      (289)      185
CHOICE HOTELS          CHH US          349      (115)      (16)
CLOROX CO              CLX US        4,708      (370)     (412)
COREL CORP             CREL US         252        (9)      (11)
COREL CORP             CRE CN          252        (9)      (11)
CROWN MEDIA HL-A       CRWN US         682      (661)      (35)
CV THERAPEUTICS        CVTX US         351      (207)      267
CYBERONICS             CYBX US         144        (7)      119
DELTEK INC             PROJ US         181       (72)       39
DISH NETWORK-A         DISH US       7,681    (2,092)     (466)
DOMINO'S PIZZA         DPZ US          466    (1,438)       78
DUN & BRADSTREET       DNB US        1,658      (512)     (192)
EXTENDICARE REAL       EXE-U CN      1,569       (20)      128
GARTNER INC            IT US         1,121       (42)     (266)
GENCORP INC            GY US         1,014       (22)       66
GENERAL MOTO-CED       GM AR       136,046   (55,594)  (18,825)
GENERAL MOTORS         GM US       136,046   (55,594)  (18,825)
GENERAL MOTORS C       GMB BB      136,046   (55,594)  (18,825)
GLG PARTNERS INC       GLG US          581      (350)       80
GLG PARTNERS-UTS       GLG/U US        581      (350)       80
HEALTHSOUTH CORP       HLS US        1,965      (872)     (161)
HUMAN GENOME SCI       HGSI US         847      (120)      (36)
IMAX CORP              IMX CN          216       (89)       (4)
IMS HEALTH INC         RX US         2,360       (10)      324
INCYTE CORP            INCY US         205      (237)      152
INTERMUNE INC          ITMN US         210       (81)      143
IPCS INC               IPCS US         553       (38)       60
KNOLOGY INC            KNOL US         650       (43)        2
LIFE SCIENCES RE       LSR US          202       (14)       10
LINEAR TECH CORP       LLTC US       1,584      (434)    1,070
MEDIACOM COMM-A        MCCC US       3,659      (283)     (295)
MOODY'S CORP           MCO US        1,664      (822)     (248)
NATIONAL CINEMED       NCMI US         540      (475)       58
NAVISTAR INTL          NAV US       11,557      (228)    1,501
NPS PHARM INC          NPSP US         188      (197)       95
OCH-ZIFF CAPIT-A       OZM US        2,129      (208)      N.A.        
OSIRIS THERAPEUT       OSIR US          32       (15)      (23)
PROTECTION ONE         PONE US         654       (52)        4
RASER TECHNOLOGI       RZ US            73       (11)      (12)
REGAL ENTERTAI-A       RGC US        2,688      (214)     (124)
REVLON INC-A           REV US          884    (1,063)      110
ROTHMANS INC           ROC CN          545      (213)      102
SALLY BEAUTY HOL       SBH US        1,496      (695)      413
SEALY CORP             ZZ US         1,051       (98)       49
SONIC CORP             SONC US         798       (87)      (41)
ST JOHN KNITS IN       SJKI US         213       (52)       80
SUN COMMUNITIES        SUI US        1,221       (11)      N.A.        
SYNTA PHARMACEUT       SNTA US          87       (10)       60
TAUBMAN CENTERS        TCO US        3,198        (1)      N.A.        
TEAL EXPLORATION       TEL SJ           56       (22)      (62)
THERAVANCE             THRX US         281      (112)      202
UAL CORP               UAUA US      21,336      (570)   (2,522)
UST INC                UST US        1,417      (394)      165
WARNER MUSIC GRO       WMG US        4,519       (99)     (750)
WEIGHT WATCHERS        WTW US        1,107      (893)     (210)
WR GRACE & CO          GRA US        3,859      (273)      934
XM SATELLITE -A        XMSR US       1,724    (1,144)     (683)

                       
                             *********

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 ***