TCR_Public/081017.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, October 17, 2008, Vol. 12, No. 248           

                             Headlines

ALPINE PARTNERS: S&P Withdraws Ratings on Complete Note Redemption
AMERICAN INT'L: David Herzog Replaces Stephen Bensinger as CFO
AMERICAN INTERNATIONAL: Maurice Greenberg Discloses 10.36% Stake
ARIAD PHARMACEUTICALS: Extends Executives' Employment Terms
ASARCO LLC: Insurers MMIC & Everest Want Neutrality Order Changed

ASARCO LLC: Files Supplements to 2nd Amended Joint Chapter 11 Plan
ASTRATA GROUP: Aug. 31 Balance Sheet Upside-Down by $5.1 Million
ATARI INC: Seeks to Deregister Unsold Shares Following Merger
ATELIER CONTEMPORARY: Case Summary & Nine Largest Unsec. Creditors
BANC OF AMERICA: Stable Performance Cues Fitch to Holds Ratings

BEAR STEARNS: Fitch Affirms Low-B Ratings on Six Certificates
BELLUS HEALTH: Has Until November 10 to Comply with Nasdaq Rule
BLUE WATER: Court Confirms Joint Amended Plan of Liquidation
BOSTON GENERATING: S&P Cuts $1.13BB Bank Loan Rating to B from B+
BRIAN TUTTLE: Case Summary & 17 Largest Unsecured Creditors

BROCADE COMMUNICATIONS: S&P Rates $400MM Sr. Unsecured Notes 'BB-'
CHALLENGES CHOICES: Case Summary & 3 Largest Unsecured Creditors
CHESAPEAKE ENERGY: Cuts Spending; Sells Assets to Raise Cash
CHESAPEAKE CORPORATION: Wells Fargo Discloses 8.02% Equity Stake
CHEM RX: S&P Trims Corp. Credit Rating to 'B-'; On Negative Watch

CHIQUITA BRANDS: S&P Ratings Unmoved by Finding Firm Joined Cartel
CHRYSLER LLC: GM Wants Merger Deal With Firm This Month
COMFORT CO: Asks Court to Extend Schedules Filing Deadline
COMFORT CO: Seeks to Hire Alvarez & Marsal as Financial Advisor
COMFORT CO: Seeks to Employ Garden City Group as Claims Agent

COMMERCIAL MORTGAGE: Files for Chapter 11 Protection
CONSOLIDATED COMMS: S&P Cuts $930MM Loan Facilities' Rating to B+
CORNELL COS: S&P Holds 'B' Ratings and Revises Outlook to Positive
CORPORATE BACKED: S&P Places 'B-' Cert. Rating Under Neg. Watch
CORUS BANK I: Laketown Wharf Takeover Cues Chapter 11 Filing

CR GROUP: Voluntary Chapter 11 Case Summary
CWABS ASSET-BACKED: S&P Junks Ratings on Three Classes of Notes
DENNY'S CORP: Same Store Sales Decline for Quarter Ended Sept. 24
DICKERSON MEMORIAL: Omnibank Calls off Public Auction
DOLE FOOD: S&P Ratings Unmoved by EU Finding Firm Joined Cartel

DOMINO'S PIZZA: Sept. 7 Balance Sheet Upside-Down by $1.4 Billion
EAST CAMERON: Files for Chapter 11 Bankruptcy Protection
EAST CAMERON: Case Summary & 17 Largest Unsecured Creditors
EDGEWATER BY THE BAY: Court Approves Meland Russin as Counsel
EDGEWATER BY THE BAY: Files Schedules of Assets and Liabilities

ELECTRO ENERGY: Has Until April 7 to Comply with Nasdaq's Rule
ELECTROGLAS INC: Negative Equity Cues Nasdaq to Delist Stocks
ENCORE ACQUISITION: Board Approves $40MM Stock Repurchase Program
ENERGY PARTNERS: Wexford Capital, et al., Disclose 9.5% Stake
ENVIRONMENTAL TECTONICS: Has $12MM Shareholders' Deficit by August

EPIX PHARMACEUTICALS: Has Until Nov. 10 to Comply with NASDAQ Rule
E THOMAS WOLD: Case Summary & 11 Largest Unsecured Creditors
EXCEL PAGER: Voluntary Chapter 11 Case Summary
FERTINITRO FINANCE: Fitch Lifts $250MM Secured Bonds Rtng to 'B-'
FLESSIX 1: Case Summary & 20 Largest Unsecured Creditors

FLORIDA HOUSING: Case Summary & 20 Largest Unsecured Creditors
FONAR CORP: Gets Min. Stockholders' Equity Non-Compliance Notice
FORD MOTOR: Assures Clients of Auto Loans
FORD MOTOR: S&P Places Ratings on 9 Transactions Under Neg. Watch
FREEDOM CERTIFICATES: S&P Puts 'B-' Rating Under Negative Watch

FRESH DEL MONTE: S&P Ratings Unmoved by Finding Firm Joined Cartel
GBS GOLD: Plans to Transfer to NEX After Delisting from TSX
GENERAL MOTORS: Wants Merger Deal With Chrysler This Month
GENE SCHROER: Case Summary & 20 Largest Unsecured Creditors
GREAT LAKES TISSUE: Forges Cash Agreement With LaSalle Bank

GREGORY HANCOCK: Voluntary Chapter 11 Case Summary
HANOVER CAPITAL: Defers $20MM Interest Payment Due October 31
HIGHLAND CAPITAL: Will Close Two Hedge Funds
HILANDER BOWL: Court Revokes Center's Chapter 11 Protection
HOMEBANC CORP: Court Extends Exclusivity Through Jan. 5

HOME INTERIORS: Wants Court to Approve Asset Auction Procedures
IMPERIAL BUSINESS: Seeks to Hire Rudov & Stalin as Counsel
INSMED INC: Asks Investors' Support to Cure Nasdaq Non-Compliance
J CREW: S&P Holds 'BB-' Corp. Credit Rating with Outlook Positive
JHCI ACQUISITION: S&P Trims Credit Rating to 'B-' on Weak Earnings

J-MAR II: Voluntary Chapter 11 Case Summary
JOSEPH GENNACO: Case Summary & 20 Largest Unsecured Creditors
KRIEGER-RAGSDALE: Case Summary & 20 Largest Unsecured Creditors
LAWTON & ALDEAN: Case Summary & Four Largest Unsecured Creditors
LEAP WIRELESS: Harbinger, Falcone Disclose 14.8% Equity Stake

LEAR CORP: Discloses $150 Million Operating Improvement Plan
LEASE INVESTMENT: S&P Cuts Rating on A-3 Tranche to B+ from BBB
LEINER HEALTH: Court Confirms Joint Chapter 11 Liquidation Plan
LID LTD: Plan Confirmation Hearing Slated for November 5
LNR CDO: S&P Lowers Ratings on Eight Classes of Securities

LOS CUATRO: Case Summary & 20 Largest Unsecured Creditors
MAGNA ENTERTAINMENT: $40MM Loan Maturity Date Extended to Nov. 17
MAJESTIC STAR: S&P Puts 'D' Rating After Nonpayment of Interest
MAMC FOUR: Case Summary & Two Largest Unsecured Creditors
MARIA CRISTINA DOMENECH: Case Summary & Largest Unsecured Creditor

ML-CFC: Fitch Chips Ratings on Four Classes of Certificates
MLMT COMMERCIAL: Fitch Affirms All Ratings; Assigns Stable Outlook
MORGAN STANLEY: Moody's Affirms Ratings on 28 Classes of Certs.
MORGAN STANLEY: Fitch Holds Six Low-B Ratings; Puts Neg. Outlook  
MORGAN STANLEY: Fitch Holds Five Low-B Ratings with Stable Outlook

MYERS MILL: U.S. Trustee Schedules 341(a) Meeting for October 29
MYERS MILL: Files Schedules of Assets and Liabilities
NEXIA HOLDINGS: Unveils Real Estate Acquisition Strategy
NOEMI BAEZA: Voluntary Chapter 11 Case Summary
OLD TOWNE: Case Summary & 10 Largest Unsecured Creditors

PACIFIC LIFESTYLE: Files for Chapter 11 Bankruptcy in Tacoma
PACIFIC LIFESTYLE: Case Summary & 20 Largest Unsecured Creditors
PRIMARIS AIRLINES: Sells 70% Stock to CorpoPetrol Global
R.B. UNDERWOOD: Voluntary Chapter 11 Case Summary
RESPONSE BIOMEDICAL: TSX Reviews Shares for Possible Delisting

RESPONSE BIOMEDICAL: Selling 30,555,556 Units for $5.5 Million
ROME FINANCE: Case Summary & 20 Largest Unsecured Creditors
RHYNO CBO: S&P Withdraws 'BB' Rating on Complete Notes Paydown
SOVEREIGN BANCORP: Banco Santander to Acquire Firm
STEPHEN LUCHT: Case Summary & 20 Largest Unsecured Creditors

SUPERVALU INC: S&P Holds 'BB-' Rating; Changes Outlook to Stable
TAMARACK RESORT: Idaho Court Dismisses Owners' Bankruptcy Petition
TRIPLE CROWN: S&P Chips Ratings on Liquidity Woes; Outlook Neg.
TVIA INC: Case Summary & 12 Largest Unsecured Creditors
SUPERIOR OFFSHORE: Wants Exclusive Period Extended to November 20

UNDERWOOD INTERESTS: Voluntary Chapter 11 Case Summary
VESTA INSURANCE: Plan Trustee Sues PwC for Negligence, Breach
VESTA INSURANCE: Wants Court to Approve Tait Settlement Agreement
VESTA INSURANCE: Wants Court to Deny AIH-AIC Summary Judgment
VISHAY INTERTECH: S&P Removes Neg. Watch After Terminated IRC Deal

WACHOVIA BANK: S&P Affirms Ratings on 23 Certificate Classes
WASHINGTON MUTUAL: Amends List of 30 Largest Unsecured Creditors
WASHINGTON MUTUAL: Wants Deposits Arrangement with JPMorgan Ok'd
WASHINGTON MUTUAL: Trustee Appoints Five-Member Creditors Panel
WASHINGTON MUTUAL: Federal Prosecutors Begin Probe on Collapse

WAVERLY GARDENS: Trustee Seeks to Dismiss Chapter 11 Case
W.R. GRACE: Court Disallows Calif. General Services' PD Claims
W.R. GRACE: Asbestos Claimants Tap Alan Rich as Counsel

* S&P Lowers Ratings on 351 Classes From 24 RMBS Transactions
* S&P Downgrades Ratings on 19 Tranches From Seven CDOs
* S&P Says Apparel Vendors Could Find Their Profits Dropping
* S&P Cuts Ratings on 35 Tranches from 9 Cash Flow & Hybrid CDOs

* BOOK REVIEW: Distressed Investment Banking:
               To the Abyss and Back


                             *********


ALPINE PARTNERS: S&P Withdraws Ratings on Complete Note Redemption
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A, B, C, D, E, and F notes issued by Alpine Partners L.P.'s
series 2003-1, a synthetic collateralized debt obligation of
investment-grade corporate bonds.

The rating withdrawals follow the complete redemption of the
notes.
   
                          Ratings Withdrawn
   
Alpine Partners L.P. Series 2003-1
                            
                    Rating                  Balance (mil.)
                    ------                  --------------
Class        To               From    Current      Previous
-----        --               ----    -------      --------
A            NR               AAA      0.00        EUR100.00
B            NR               AA       0.00        EUR20.000
C            NR               A-       0.00        EUR16.000
D            NR               BBB-     0.00        EUR15.00
E            NR               BB+      0.00        EUR5.000
F            NR               BB-      0.00        EUR10.000


AMERICAN INT'L: David Herzog Replaces Stephen Bensinger as CFO
--------------------------------------------------------------
American International Group, Inc., said Thursday that comptroller
David L. Herzog will be replacing Stephen J. Bensinger as chief
financial officer of the company, the Associated Press reported
Thursday.  Mr. Bensinger, acting finance chief of the company
since May, will be leaving, the company said.  Mr. Herzog will
"oversee the company's plan to shore up its capital and repay the
more than $100 billion in loans it has received from the Federal
Reserve".

The Federal Reserve rescued AIG last month with a two-year,
$85 billion credit line, in order that it could meet its CDS
obligations, as the alternative would have caused a chain of
defaults in the financial system, according to federal regulators.

Banks and other institutions use credit default swaps to hedge
against the risk of default in mortgage and other debt securities
they hold.  CDS contracts, which are privately negotiated
transactions, are not regulated by federal authorities.

AIG had drawn a total of $70.3 billion on the $85 billion credit
line from the Fed as of last week.  The company also said last
week it would receive an additional $37.8 billion loan from the
central bank.  AIG shares closed unchanged at $2.43 Thursday.

Bloomberg's Aaron Pan reported Wednesday that credit legislators
and federal regulators have "called for more oversight of the
unregulated $54.6 trillion market after the bankruptcy of Lehman
Brothers Holdings Inc., which was among the top 10 counterparties
of the contracts".

               About American International Group

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

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

The company has locations in Argentina, Aruba, Bahamas, Bermuda,
Brazil, Cayman Islands, Chile, Colombia, Dominica, Ecuador, El
Salvador, Grenada, Guatemala, Haiti, Honduras, Jamaica, Mexico,
Panama, Peru, Puerto Rico, Trinidad, Uruguay, Venezuela and Virgin
Islands.

               $85,000,000,000 Federal Reserve Loan

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

The Credit Facility provides for a 79.9% equity interest in AIG.  
The Credit Facility provides for an initial gross commitment fee
of 2% of the total Credit Facility on the closing date.

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

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

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

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

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

                          *     *     *          

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

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


AMERICAN INTERNATIONAL: Maurice Greenberg Discloses 10.36% Stake
----------------------------------------------------------------
Maurice R. Greenberg, Edward E. Matthews, Starr International
Company, Inc., C. V. Starr & Co., Inc., Universal Foundation,
Inc., The Maurice R. and Corinne P. Greenberg Family Foundation,
Inc., Maurice R. and Corinne P. Greenberg Joint Tenancy Company,
LLC, and C. V. Starr & Co., Inc. Trust, disclosed in a Securities
and Exchange Commission filing that they may be deemed to
beneficially own in the aggregate 278,446,354 shares of American
International Group, Inc.'s common stock, representing roughly
10.36% of the 2,688,833,724 outstanding common stock as of
July 31, 2008.

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.


ARIAD PHARMACEUTICALS: Extends Executives' Employment Terms
-----------------------------------------------------------
ARIAD Pharmaceuticals Inc. disclosed in a Securities and Exchange
Commission filing that on Oct. 10, 2008, the Compensation
Committee of its Board of Directors approved the extension of the
term of employment of its executive officers.

                                Term of Agreement Extended
                                    From              To
   Name and Title               (December 31 of each year)
   --------------               ---------------------------
   Harvey J. Berger, M.D.
     Chairman and
     Chief Executive Officer        2011             2013

   Timothy P. Clackson, Ph.D.
      Senior Vice President,
      Chief Scientific Officer      2010             2012

   Edward M. Fitzgerald
      Senior Vice President,
      Chief Financial Officer and
      Treasurer                     2010             2012

The term of employment for each officer is subject to automatic
renewal for successive one-year terms (three-year terms in the
case of Dr. Berger) absent notice to the contrary by either party.

                    About ARIAD Pharmaceuticals

Headquartered in Cambridge, Mass., ARIAD Pharmaceuticals Inc.
(Nasdaq: ARIA) -- http://www.ariad.com/-- is engaged in the       
discovery and development of breakthrough medicines to treat
cancer by regulating cell signaling with small molecules.  ARIAD
has a global partnership with Merck & Co. Inc. to develop and
commercialize deforolimus, ARIAD's lead cancer product candidate,
which is in Phase 3 clinical development.  

At June 30, 2008, the company's consolidated balance sheet showed
$82.0 million in total assets and $121.1 million in total
liabilities, resulting in a $39.1 million total stockholders'
deficit.


ASARCO LLC: Insurers MMIC & Everest Want Neutrality Order Changed
-----------------------------------------------------------------
Mt. McKinley Insurance Company, formerly known as Gibraltar
Casualty Company, and Everest Reinsurance Company, formerly known
as Prudential Reinsurance Company, ask the United States
Bankruptcy Court for the Southern District of Texas to modify
the order dated May 29, 2008, extending the scope of insurance
neutrality addendum relating to the compromise and settlement
regarding resolution of derivative asbestos claims.  The Court
ruled in the May 2008 Order that the neutrality clause does not
apply to Mt. McKinley or Everest Reinsurance.

Based on its review of the competing plans of reorganization and
certain other recent Court rulings, the Insurance Companies have
determined that they are now acceptable to have the Neutrality
Order extended to apply to them in the Debtors' bankruptcy cases,
relates Tony L. Draper, Esq., at Walker Wilcox Matousek, LLP, in
Houston, Texas.

Extending the Neutrality Order to Mt. McKinley and Everest,
Mr. Draper avers, will significantly limit their participation at
the Plans' confirmation, and will:

   -- eliminate the need for extensive discovery;

   -- eliminate the need for expert witnesses by Mt. McKinley and
      Everest and the parties seeking approval of the Trust
      Agreement and Trust Distribution Procedures contemplated in
      the Plans; and

   -- significantly reduce the time required for the Confirmation
      Hearing.

Mr. Draper reminds the Court that the Debtors filed their request
to extend the scope of insurance neutrality well before Mt.
McKinley had seen so much as a draft of their Plan.  As a result,
he says, neither the Court nor Mt. McKinley could know how the
Plan might affect Mt. McKinley's rights and interests.

"[Mt. McKinley] was required to evaluate the insurance neutrality
language in a complete vacuum, and it objected pending review of
the filed Plan," Mr. Draper tells the Court.  He adds that there
were other reasons why the Debtors' insurance neutrality
provisions were not acceptable to Mt. McKinley, when the Debtors
filed their request, including the fact that, back then, the
Court had not yet ruled on whether Mt. McKinley would be
permitted to file a late claim.  The Court recently denied the
late claim request.

Based on the Court's recent rulings and the fact that the final
versions of the Plans have now been filed, Mt. McKinley is in a
position to evaluate the terms of the Neutrality Order in a
meaningful setting, Mr. Draper explains.  Having done so, Mt.
McKinley asks the Court to modify the Neutrality Order to include
Mt. McKinley, and in doing so, significantly reduce the role that
Mt. McKinley will play in the Confirmation Hearing.

If the Neutrality Order is not modified, Mt. McKinley will be
forced at confirmation to litigate the propriety of the TDP, the
Trust Agreement, and the issuance of injunctions under Section
524(g) of the Bankruptcy Code, Mr. Draper points out.  He notes
that the litigation will require extensive factual discovery, the
presentation of fact and expert witnesses, and additional
briefing and exhibits.

                        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)  


ASARCO LLC: Files Supplements to 2nd Amended Joint Chapter 11 Plan
------------------------------------------------------------------
ASARCO LLC supplemented its Second Amended Joint Plan of
Reorganization by filing with the Court the Texas Custodial Trust
Settlement Agreement.

The Texas Environmental Custodial Trust Agreement provides that
the Debtors' facilities located in El Paso and Amarillo, Texas,
will be transferred to a separate environmental custodial trust
to be funded in the total amount of $52,080,000.  The Trust Fund
amount will be used to pay environmental actions relating to the
Texas Sites and reimburse the administrative costs of the
Custodial Trust.  The Custodial Trustee will seek to have the
Custodial Trust treated as a "qualified settlement fund" as that
term is defined in Treasury Regulation Section 1.468B-1.

The Agreement also provides that the Custodial Trustee will
provide to U.S. Environmental Protection Agency and the Texas
Commission on Environmental Quality, a balance statement, fee
schedule, annual scope of work and proposed budget for the coming
year.  The TCEQ will have the authority to approve, disapprove or
modify the proposed budget, fee schedule and scope of work after
consultation with the EPA.

The Custodial Trustee may at any time seek the approval of the
EPA and the TCEQ for the sale or lease or other disposition of
all or part of the Texas Designated Properties.  In the event of
any approved sale or lease or other disposition, any net proceeds
from the sale or lease or other disposition will be paid to the
Custodial Trust.

With respect to the Texas Designated Properties and the Sites,
including releases of hazardous substances from any portion of
the Texas Designated Properties and Sites and all areas affected
by natural migration of the substances from the Texas Designated
Properties and Sites, the U.S. Government, on behalf of the EPA
and the TCEQ covenant not to sue or assert any civil claims or
causes of action against Debtors, the Reorganized Debtors, and
the Custodial Trust Parties.

The Settlement will be subject to a 30-day public comment period.

A full-text copy of the supplements is available for free at:

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

                        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)  


ASTRATA GROUP: Aug. 31 Balance Sheet Upside-Down by $5.1 Million
----------------------------------------------------------------
Astrata Group Inc.'s balance sheet as of Aug. 31, 2008, showed
$9,625,311 in total assets, $14,762,022 in total liabilities,
resulting to $5,136,711 in shareholders' deficit.

The company also had $48,468,218 in accumulated deficit.

At Aug. 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $7,937,211 in total current assets
available to pay $14,740,008 in total current liabilities.

The company posted $922,186 in net losses on $2,718,789 in net
revenues for the quarter ended Aug. 31, 2008, compared with
$1,324,332 million in net losses on $3,959,979 in net revenues for
the quarter ended Aug. 31, 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended Aug. 31, 2008, are available for
free at http://researcharchives.com/t/s?33e3

                       About Astrata Group

Headquartered in Costa Mesa, Calif., Astrata Group Inc. (OTC BB:
ATTG.OB) -- http://www.astratagroup.com/-- is engaged in the     
telematics and  Global Positioning System industry, focused on
advanced location-based IT products and services that combine
positioning, wireless communications, and information
technologies.  The company provides advanced positioning products,
as well as monitoring and airtime services to industrial,
commercial, governmental entities, academic/research institutions,
and professional customers in a number of markets including
surveying, utility, construction, homeland security, military,
intelligence, mining, agriculture, marine, public safety, and
transportation.

                          *     *     *

As reported in the Troubled Company Reporter on June 19, 2008
Windes & McClaughry Accountancy Corporation in Irvine, Calif.,
raised substantial doubt about Astrata Group Inc.'s ability to
continue as a going concern after auditing the company's
financial statements for the year ended Feb. 29, 2008.  

The auditing firm pointed to the company's negative working
capital, accumulated deficit, and stockholders' deficit as
of Feb. 29, 2008, and the company's net loss and negative
operating cash flow for the year then ended.

For the three months ended May 31, 2008, the company had a net
loss of approximately $1.1 million.  The company had negative cash
flow from operating activities of approximately $1.1 million.  In
addition, the company had a working capital deficit of
approximately $6.4 million, an accumulated deficit of
approximately $48.2 million and a stockholders' deficit of
approximately $5.0 million as of May 31, 2008.


ATARI INC: Seeks to Deregister Unsold Shares Following Merger
-------------------------------------------------------------
Atari Inc. has filed post-effective amendments to remove from
registration any securities of the company that remain unsold at
the termination of the offering subject to the registration
statements.

The company seeks to remove from registration:

   -- the Form S-8 Registration Statement (Registration No.
      333-33353) pertaining to the registration of 4,000,000
      shares of its common stock, par value $0.01 per share,       
      originally issuable pursuant to the GT Interactive Software
      Corp. 1997 Stock Incentive Plan was originally filed with       
      the Securities and Exchange Commission on Aug. 11, 1997;

   -- the Form S-8 Registration Statement (Registration No.
      333-39353) pertaining to the registration of 741,727 shares
      of the Company's common stock, par value $0.01 per share,
      originally issuable pursuant to the The Singletrac
      Entertainment Technologies, Inc. 1996 Equity Incentive Plan
      and the Singletrac 1997/98 Employee Bonus Plan was
      originally filed with the Securities and Exchange Commission
      on Nov. 3, 1997;

   -- the Form S-8 Registration Statement (Registration No.
      333-61197) pertaining to the registration of 4,000,000
      shares of the Company's common stock, par value $0.01 per
      share, originally issuable pursuant to the GT Interactive
      Software Corp. 1997 Stock Incentive Plan was originally
      filed with the Securities and Exchange Commission on
      Aug. 11, 1998;

   -- The Form S-8 Registration Statement (Registration No.
      333-62271) pertaining to the registration of 1,000,000
      shares of the Company's common stock, par value $0.01 per
      share, originally issuable pursuant to the GT Interactive
      Software Corp. 1998 Employee Stock Purchase Plan was
      originally filed with the Securities and Exchange Commission
      on Aug. 26, 1998;

   -- the Form S-8 Registration Statement (Registration No.
      333-54878) pertaining to the registration of 13,308,345
      shares of the Company's common stock, par value $0.01 per
      share, originally issuable pursuant to the Infogrames, Inc.
      2000 Stock Incentive Plan was originally filed with the
      Securities and Exchange Commission on Feb. 2, 2001; and

   -- the Form S-8 Registration Statement (Registration No.
      333-88804) pertaining to the registration of 568,328 shares
      of the Company's common stock, par value $0.01 per share,
      originally issuable pursuant to the Infogrames, Inc. 2000
      Stock Incentive Plan was originally filed with the
      Securities and Exchange Commission on May 22, 2002.

On Oct. 8, 2008, Infogrames Entertainment, S.A. completed its
acquisition of the company.  In connection with the Merger, the
company's shares of common stock, par value $0.10 per share, are
no longer traded on the "Pink Sheets" or listed on any exchange or
quotation service.

On Oct. 8, 2008, pursuant to the terms of the Agreement and Plan
of Merger among Infogrames, Irata Acquisition Corp. and the
company, each outstanding share of Atari common stock, par value
$0.10 per share, other than shares held by Infogrames and its
subsidiaries and shares held by Atari stockholders who are
entitled to and who properly exercise appraisal rights under
Delaware law, issued and outstanding immediately prior to the
effective time of the Merger was canceled and automatically
converted into the right to receive $1.68 per share in cash,
without interest.

Upon the closing of the Merger, the company became a wholly owned
indirect subsidiary of Infogrames.

As a result of the merger, the company has terminated all
offerings of the Company's securities pursuant to certain existing
registration statements.

                          About Atari Inc.

New York City-based Atari Inc. is a publisher of video game
software that is distributed throughout the world and a
distributor of video game software in North America. Most of the
products it publishes and distributes are games developed by or
for Infogrames Entertainment S.A., or IESA, a French corporation
listed on Euronext, which owns approximately 51% of its stock.

Atari has offices in Brazil, the United Kingdom and Japan.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 16, 2008,
J.H. Cohn LLP raised substantial doubt about Atari Inc.'s
ability to continue as a going concern after it audited the
company's financial statements for the year ended March 31, 2008.  
The auditor pointed to the company's significant operating losses.


ATELIER CONTEMPORARY: Case Summary & Nine Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Atelier Contemporary Furniture Design, Inc.
        6845 Vineland Avenue
        North Hollywood, CA 91605

Bankruptcy Case No.: 08-17954

Type of Business: The Debtor belongs to the class of
                  establishments primarily engaged in the
                  wholesale distribution of furniture.

Chapter 11 Petition Date: October 13, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Jeffrey S. Shinbrot, Esq.
                  shinbrot@earthlink.net
                  8383 Wilshire Blvd., Suite 1010
                  Beverly Hills, CA 90211
                  Tel: (310) 659-5444

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/califcb08-17954.pdf


BANC OF AMERICA: Stable Performance Cues Fitch to Holds Ratings
---------------------------------------------------------------
Fitch Ratings has affirmed and assigned Outlooks to Banc of
America Commercial Mortgage Securities, Inc.'s mortgage pass-
through certificates, series 2007-1, as:

  -- $48.5 million class A-1 at 'AAA', Outlook Stable;
  -- $293 million class A-2 at 'AAA', Outlook Stable;
  -- $444 million class A-3 at 'AAA', Outlook Stable;
  -- $68.5 million class A-AB at 'AAA', Outlook Stable;
  -- $698.7 million class A-4 at 'AAA', Outlook Stable;
  -- $640.2 million class A-1A at 'AAA', Outlook Stable;
  -- Interest-only class XW at 'AAA', Outlook Stable;
  -- $214.5 million class A-MFX at 'AAA', Outlook Stable;
  -- $259.5 million class A-J at 'AAA', Outlook Stable;
  -- $27.5 million class B at 'AA+', Outlook Stable;
  -- $100 million class A-AML at 'AAA', Outlook Stable;
  -- $35.4 million class C at 'AA', Outlook Stable;
  -- $27.5 million class D at 'AA-', Outlook Stable;
  -- $39.3 million class E at 'A', Outlook Stable;
  -- $39.3 million class F at 'A-', Outlook Stable;
  -- $35.4 million class G at 'BBB+', Outlook Stable;
  -- $35.4 million class H at 'BBB', Outlook Stable;
  -- $39.3 million class J at 'BBB-', Outlook Stable;
  -- $7.9 million class K at 'BB+', Outlook Stable;
  -- $11.8 million class L at 'BB', Outlook Stable;
  -- $7.9 million class M at 'BB-', Outlook Stable;
  -- $3.9 million class N at 'B+', Outlook Stable;
  -- $7.9 million class O at 'B', Outlook Stable;
  -- $11.8 million class P at 'B-', Outlook Negative.

Fitch does not rate the $39.3 million class Q.

The affirmations are the result of stable performance since
issuance in February 2007.  Rating outlooks reflect the likely
direction of rating changes over the next one to two years.  As of
the February 2008 distribution date, the pool's certificate
balance has decreased 0.3% to $3.14 billion from $3.15 billion at
issuance.  Loan maturities range from 2011 to 2021 with 50.8% of
the pool scheduled to mature in 2017.

Fitch has identified 11 Loans of Concern (2.97%), one of which is
specially serviced (.57%).  The specially serviced asset is a 192-
unit multifamily property in Las Vegas, Nevada.  The borrower was
delinquent on the April and May payments and the loan was
transferred to special servicing in June.  The borrower has since
paid all outstanding interest payments and late fees and a
forebearance agreement was executed.

At issuance there was one loan in the top 10, 575 Lexington that
was in the process of stabilizing.  While 575 Lexington had a
servicer reported year-end 2007 debt service coverage ratio less
than 1.0x, Fitch has reviewed the updated occupancy, reserve
expenditure, and cash flow information for this loan, and has
determined that it is in-line with the stabilization schedule set
forth at issuance.

The Inland Bradley cross-collateralized portfolio maintains its
investment-grade shadow rating.  Reported weighted average
occupancy as of year-end 2007 was 100% with a DSCR of 2x.


BEAR STEARNS: Fitch Affirms Low-B Ratings on Six Certificates
-------------------------------------------------------------
Fitch Ratings affirmed and assigned Outlooks Bear Stearns
Commercial Mortgage Securities Trust 2007-PWR18 as:

  -- $69.3 million class A-1 at 'AAA' Outlook Stable;
  -- $291.9 million class A-2 at 'AAA' Outlook Stable;
  -- $269.7 million class A-3 at 'AAA' Outlook Stable;
  -- $131.9 million class A-AB at 'AAA' Outlook Stable;
  -- $710.0 million class A-4 at 'AAA' Outlook Stable;
  -- $271.9 million class A-1A at 'AAA' Outlook Stable;
  -- $211.6 million class A-M at 'AAA' Outlook Stable;
  -- $38.9 million class A-MA at 'AAA' Outlook Stable;
  -- $182.5 million class A-J at 'AAA' Outlook Stable;
  -- $33.6 million class A-JA at 'AAA' Outlook Stable;
  -- Interest only class X-1 at 'AAA' Outlook Stable;
  -- Interest only class X-2 at 'AAA' Outlook Stable;
  -- $25.0 million class B at 'AA+' Outlook Stable;
  -- $25.0 million class C at 'AA' Outlook Stable;
  -- $18.8 million class D at 'AA-' Outlook Stable;
  -- $25.0 million class E at 'A+' Outlook Stable;
  -- $18.8 million class F at 'A' Outlook Stable;
  -- $25.0 million class G at 'A-' Outlook Stable;
  -- $21.9 million class H at 'BBB+' Outlook Stable;
  -- $18.8 million class J at 'BBB' Outlook Stable;
  -- $25.0 million class K at 'BBB-' Outlook Stable;
  -- $9.4 million class L at 'BB+' Outlook Stable;
  -- $9.4 million class M at 'BB' Outlook Stable;
  -- $9.4 million class N at 'BB-' Outlook Stable;
  -- $6.3 million class O at 'B+' Outlook Stable;
  -- $3.1 million class P at 'B' Outlook Stable;
  -- $3.1 million class Q at 'B-' Outlook Stable.

The $40.7 million class S is not rated by Fitch.

The rating affirmations are the result of stable performance since
issuance in December 2007.  As of the September 2008 remittance,
the transaction has paid down 0.2% to $2.496 billion from $2.502
billion at issuance.  Loan maturities range from 2012 to 2018 with
68.9% of the pool scheduled to mature in 2017.  Rating Outlooks
reflect the likely direction of any rating changes over the next
one to two years.

Three loans maintain their investment grade shadow ratings: GGP
Portfolio - Columbia Mall (6.2%), Aviata Apartments (1.1%) and
Westridge Square Shopping Center (0.9%).  The GGP Portfolio -
Columbia Mall is a 406,252 square foot, retail mall located in
Columbia, Missouri.  Occupancy as of Dec. 31, 2007 was 98% up from
issuance occupancy 97%.  Year-end 2007 servicer reported debt
service coverage ratio on net operating income was 2.18 times
compared to 2.33x at issuance.  The Aviata Apartments is a 456
unit multifamily property located in Las Vegas, Nevada.  Occupancy
as of Dec. 31, 2007 was 96% up from issuance occupancy 95%.  YE
2007 servicer reported DSCR on NOI was 1.85x compared to 2.19x at
issuance.  The Westridge Square Shopping Center is a 251,676 sf,
retail mall located in Frederick, MD.  Occupancy as of Dec. 31,
2007 was 88% down from issuance occupancy 95%. YE 2007 servicer
reported DSCR on NOI was 2.05x compared to 2.48x at issuance.

Fitch has identified four Loans of Concern (2.7%).  The largest
Fitch Loan of Concern (1.9%) is secured by a mixed use property
located in Brooklyn, New York.  The property was in a lease up
period during 2007.  Occupancy as of YE 2007 was 91% and YE 2007
DSCR on NOI of 0.98x.

The second largest Loan of Concern (0.4%) is secured by a retail
and condominium property located in Scottsdale, Arizona.  The
borrower is delinquent on quarterly condominium fees and the loan
is expected to transfer to special servicing.

The remaining loans of concerns are due to low DSCR.  Fitch will
continue to monitor these loans.


BELLUS HEALTH: Has Until November 10 to Comply with Nasdaq Rule
--------------------------------------------------------------
BELLUS Health Inc. received a Nasdaq Staff Deficiency Letter
dated Oct. 10, 2008, stating that, for 10 consecutive trading
days, the market value of the company's listed securities has
been below the minimum $50 million requirement for continued
inclusion on The Nasdaq's Global Market under Marketplace Rule
4450(b)(1)(A).  The company believes that the recent decline in
its market value is due to the general pressure on equity
markets worldwide.

In accordance with Marketplace Rule 4450(e)(4), the company
has 30 calendar days, or until Nov. 10, 2008, to regain
compliance to which BELLUS Health will strive towards.  If the
market value of the company's common stock is $50,000,000 or
more for a minimum of 10 consecutive business days at any time
prior to Nov. 10, 2008, Nasdaq may determine that the company
has regained compliance with the applicable listing
requirements.

If compliance with the Rules cannot be demonstrated by Nov. 10,
2008, Nasdaq will provide written notification that the
company's securities will be delisted, at which time the
company may appeal the determination to a Listing
Qualifications Panel.

Among other alternatives the company is considering if it cannot
regain compliance with the requirements of The Nasdaq's Global
Market as set forth above, is applying to transfer its securities
to The Nasdaq Capital Market.  Currently, the company believes
that it meets the criteria to transfer to The Nasdaq Capital
Market.  However, there can be no assurance that Nasdaq will
approve the company's transfer application.

The company's common stock is also listed on the Toronto Stock
Exchange and such listing is not affected by the notice received
from Nasdaq.

BELLUS Health Inc. (Nasdaq: BLUS) -- http://www.bellushealth.com/
-- is a health company focused on the development and
commercialization of products to provide innovative health
solutions to address critical unmet medical needs.


BLUE WATER: Court Confirms Joint Amended Plan of Liquidation
------------------------------------------------------------
Judge Marci McIvor of the U.S. Bankruptcy Court for the Eastern
District of Michigan confirmed Blue Water Automotive Systems,
Inc., and its debtor affiliates' Joint Amended Plan of
Liquidation on Sept. 23, 2008.  On October 9, Judge McIvor
entered a written order confirming the Amended Plan.

                   Plan Satisfies 16 Steps

Judge McIvor confirmed the Debtors' Liquidation Plan after
determining that it satisfies the 16 requirements for Plan
confirmation pursuant to Section 1129(a) of the Bankruptcy Code:

   (1) The Amended Plan complies with Section 1129(a)(1) given
       that:

       -- The Plan complies with the classification requirements
          of Section 1122 of the Bankruptcy Code because all
          Claims or Equity Interests within a particular class
          are substantially similar to the other Claims or
          Interests in that class or are part of a class approved
          as reasonable and necessary for administrative
          convenience.  Moreover, the Plan for each Debtor's
          different classification of Classes of Claims and
          Equity Interests is proper under Section 122(a) of the
          Bankruptcy Code because the Claims and Equity Interests
          vary depending on the applicable Debtor or its
          liquidation.

       -- The Amended Plan complies with the requirements set
          forth in Section 1123(a)(1)-(7).

       -- The Amended Plan, in accordance with Section
          1123(b)(2), provides for the Debtors' assumption and
          rejection of executory contracts that have not been
          assumed pursuant to Section 365.  Moreover, the Amended
          Plan, along with the Plan Settlement Agreement, provide
          for sales of the Debtors' assets thus complying with
          Sections 1123(b)(2) and (b)(4).

       -- The Amended Plan complies with Section 1123(b)(3)
          because the Debtors' remaining assets and causes of
          action will vest in the Creditors Trust.

       -- The Amended Plan complies with Section 1123(b)(5)
          because the rights of each secured Class of Claims are
          unaffected.  Furthermore, the Amended Plan has
          provisions that are not inconsistent with
          Section 1123(b)(6).

   (2) The Amended Plan complies with Section 1129(a)(2) because
       the Debtors have complied with all of the provisions of
       the Bankruptcy Code and the Federal Rules of Bankruptcy
       Procedure governing notice and related matters in
       connection with the Amended Plan, the Disclosure
       Statement, and all other matters considered by the
       Bankruptcy Court in their cases.

   (3) The Plan complies with Section 1129(a)(3) because the Plan
       and the Disclosure Statement are proposed with the
       legitimate and honest purpose of the orderly liquidation
       of the business operations of each Debtor and maximizing
       the returns available to creditors of the Debtors'
       estates.  The Amended Plan is a product of arm's length
       negotiations with the Official Committee of Unsecured
       Creditors, CIT Capital USA, Inc., CIT Group/Equipment
       Financing, Inc., and Ford Motor Company.
      
   (4) The Amended Plan complies with Section 1129(a)(4) because
       applications for allowances of compensation and
       reimbursement of expenses incurred have been approved by,
       or are subject to the approval of, the Bankruptcy Court.

   (5) Section 1129(a)(5) is inapplicable to the Debtors' Chapter
       11 cases and to the extent Section 1129(a)(5) applies to
       the Creditors Trust, the Creditors Trustee has been
       disclosed, consistent with the interests of the claim
       holders.  

   (6) Section 1129(a)(6) is also inapplicable because the
       Amended Plan does not provide for the change of any rates
       controlled by a governmental regulatory commission, and
       the Debtors were never subject to any commissions.

   (7) The Amended Plan complies with the requirements of Section
       1129(a)(7) because (i) each Impaired Class of Claims
       under the Plan has met the statutory voting thresholds
       required to accept the Amended Plan and (ii) confirmation
       of the Amended Plan would provide each holder of an
       Allowed Claim with a recovery that is not less than the
       holder would have received under Chapter 7.

   (8) The Amended Plan does not satisfy Section 1129(a)(8)
       because out of Classes 9 through 10 are out of 10 Impaired
       Classes are deemed not to have accepted the Amended Plan.
       The Amended Plan, however, is confirmable because it
       satisfies the "cramdown" requirements of Section 1129(b)
       with respect to the Classes.

   (9) The Amended Plan complies with the requirements of Section
       1129(a)(9) because the Amended Plan's treatment of Allowed
       Administrative Expense Claims and Allowed Priority Claims
       is deemed appropriate.

  (10) The Amended Plan satisfies Section 1129(a)(10) because at
       least one Impaired Class of Claims has accepted the
       Amended Plan, determined without including any acceptance
       of the Amended Plan by any insider.

  (11) The Amended Plan complies Section 1129(a)(11) because the
       evidence in support of confirmation is persuasive and
       credible, and establishes that the Amended Plan is
       feasible.  Moreover, confirmation of the Amended Plan is
       not likely to be followed by liquidation or the need for
       further reorganization of the Debtors.

  (12) The Amended Plan complies with the requirements of Section
       1129(a)(12) because the Amended Plan provides that all
       fees payable pursuant to Section 1930 of the Judiciary
       Code would be paid on the Effective Date by the Debtors
       and thereafter by the Liquidating Trustee as may be
       required.  

  (13) The Debtors do not have any retiree benefit obligations
       within the ambit of Section 1129(a)(13) thus the Amended
       Plan satisfies this Section.

  (14) The Amended Plan does not discriminate unfairly an with
       respect to Classes 9 and 10.  With respect to Classes 9
       and 10, the requirements of Section 1129(b)(2)(C) have
       been met.  There were no objections to the Amended Plan
       during the Confirmation Hearing.

  (15) The Amended Plan is dated and identifies the entities
       submitting the Amended Plan, thus, satisfying Rule 3016(a)
       of the Federal Rules of Bankruptcy Procedure.

  (16) The Amended Plan complies with Section 1129(d) because the
       primary purpose of the Amended Plan is not avoidance of
       taxes or avoidance requirements of Section 5 of the
       Securities Act and no governmental unit has objected to
       the Amended Plan.

A full-text copy of the Confirmation Order is available for free
at http://ResearchArchives.com/t/s?33e2

                Confirmation Objections Overruled

Judge McIvor overruled the confirmation objections that have not
been withdrawn or resolved.  The Amended Plan has been modified
to reflect the resolution of other Confirmation Objections:

Party                          Resolution
-----                          ----------
General Motors Corporation     The setoff provision of the
                                Amended Plan will not apply to
                                GM, and its setoff and recoupment
                                rights will only be resolved by
                                (i) agreement, or (ii) Court's
                                resolution of the Adversary
                                Proceeding.  On the Effective
                                Date, a counsel designated by
                                Ford will continue the litigation
                                on the Adversary Proceeding.
                                GM's Cash Collateral Lien may be
                                setoff against GM's prepetition
                                receivables as part of the
                                resolution with GM of all amounts
                                it owed to the Debtors.

Wellman, Inc., American        The Debtors will not assume and
Autocoat., The Materials       assign contracts without these
Group                          parties' opportunity to object to
                                the proposed assignment.

                      Plan Funding Amount

In the event the Amended Plan does not become effective, the Plan
Funding Amount will be used by the Debtors solely to fund certain
items; provided, however, that the Plan Funding Amount will not
be used to pay Section 503(b)(9) Claims or the Trust Seed Money.  
Any remainder of the Plan Funding Amount not required to pay
Administrative Claims will be immediately returned to Ford after
a determination is made that it is not so required.  An amount of
any Section 503(b)(9) Surplus not exceeding $130,000 will not be
returned but rather will be added to the Trust Seed Money and
treated as Trust Seed Money under the Plan Settlement.

Ford's commitment to fund the Administrative Claims is limited to
amounts, which are not otherwise funded through the Debtors' DIP
financing, wind down budget, settlement funds that may be
remitted by Chrysler LLC pursuant to the Chrysler Settlement or
settlement funds paid by GM pursuant to a settlement of its
prepetition payables to the Debtors.

Moreover, upon Ford's provision of the the Plan Funding Amount
and $2,099,000, as Ford's allocable share of wind down expenses,
all of the Debtors' rights and interests in any prepetition
accounts receivable of Chrysler or GM will be assigned to Ford or
its assignee.  The Prepetition Claims do not include the amounts
to be received from the Chrysler Settlement. The Debtors and the
Creditors' Trustee will not compromise the Prepetition Claims
without Ford's written consent.

          Court Approves Plan Settlement, as Amended

Judge McIvor also entered a written order on October 9, 2008,
approving an amended Plan Settlement Agreement entered into among
the Debtors, Ford Motor Co., the Official Committee of Unsecured
Creditors, CIT Capital USA, Inc., and CIT Group/Equipment
Financing, Inc.

The Amended Plan Settlement was delivered to the Court on the
same day it was approved.  The Amended Plan Settlement, according
to John A. Simon, Esq., at Foley & Lardner, LLP, in Detroit,
Michigan, incorporates the negotiations and resolutions of
several issues described on the record during the September 23,
2008, Plan Confirmation Hearing.

The Plan Settlement calls for Ford to place $1,700,000 into an
escrow account to pay (i) allowed claims asserted under Section
503(b)(9) of the Bankruptcy Code, and (ii) $900,000 of initial
funding for the Creditors' Trust.

In the event any conflict among the Amended Plan, the Plan
Confirmation Order and the Settlement Agreement occurs, the
Settlement Agreement will control and supersede.

The junior liens and claims of the DIP Lender with respect to
real property and machinery and equipment will be payable only to
the extent set forth in the Settlement Agreement with respect to
the CIT Equipment Collateral Surplus.  Citizens Bank will have no
rights with respect to the disposition of assets contemplated in
the Settlement Agreement and the Amended Plan.  The liens and
claims of, and granted to, Citizens Bank with respect to the
other personal property will remain in full force and effect and
Citizens Bank will have all rights with respect to liens and
claims under applicable law.

The Plan Settlement reflects that, with respect to the Debtors'
Busha, Michigan plant, (i) the first $1,600,000 of proceeds from
any disposition is to be applied to the CIT Entities Obligations;
(ii) proceeds from any disposition exceeding $1,600,000 but not
exceeding $2,200,000 is to be applied to the KPS Obligations; and
(iii) proceeds from any disposition in excess of $3,800,000 is to
be applied 50% to the CIT Obligations and 50% of the KPS
Obligations.

The CIT Equipment Collateral Surplus will be disbursed:

   (i) if the stock or assets of Blue Water Systems Mexico, S. de
       R.L. de C.V., are sold; or if the stock of the owners of
       the Mexican Non-Debtor Entity is sold, an amount equal to
       the intercompany obligation of the Mexican Non-Debtor
       Entity to BWASI, not exceeding $379,239, will be first
       paid to Ford;

  (ii) the next $3 million of CIT Equipment Collateral Surplus
       will be divided as follows:

       -- one-third to CIT Capital, for application to the CIT
          Capital Claim;

       -- one-third to DIP Facility Claims holder, for
          application to the DIP Facility Claims; and

       -- one-third to the Creditors Trust; and

(iii) the balance of any CIT Equipment Capital Surplus will be
       paid to the holder of the DIP Facility Claims; provided,
       however, that (x) upon satisfaction in full of the DIP
       Facility Claims, any remaining CIT Equipment Collateral
       Surplus will be divided equally between the holder of the
       CIT Capital Claim and the Creditors Trust; and (y) upon
       satisfaction in full of both the DIP Facility Claims and
       the CIT Capital Claim, any remaining CIT Equipment
       Collateral Surplus will be paid to the Creditors Trust.

In consideration of the foregoing, any sale of the stock or
assets of the Mexican Non-Debtor Operating Subsidiary or the
stock of the owners of the Mexican Non-Debtor Operating
Subsidiary will include a waiver and release of all intercompany
claims.

On the Effective Date, Ford agrees to waive its liens on any
proceeds of the litigation or settlement of any action by the
estate or Creditors Trust against KPS Special Situations Fund II
LP and KPS Special Situations Fund II(A) LP with respect to the
real property in which the KPS Funds hold a subordinated lien.

CIT Capital's claims will be allowed for $14,980,925.

A full-text copy of the Amended Plan Settlement is available for
free at http://bankrupt.com/misc/bw_amendedplansettlement.pdf

A redlined copy of the Amended Plan Settlement is available for
free at http://bankrupt.com/misc/bw_redlinedplansettlement.pdf

                       Creditors Trust

Upon the Effective Date, the Debtors will be deemed dissolved and
all Remaining Assets and Causes of Action will vest in the
Creditors Trust.  Moreover, the Creditors Trustee will have the
authority with respect to assets subject to (i) the lien of the
CIT Entities, with their consent, (ii) the first priority lien of
Citizens Bank, and without consent of the Beneficiary
Representatives with respect to sales of CIT Collateral and DIP
Lender Collateral, to sell assets free and clear of liens.  

The Amended Plan is modified to reflect that in the Creditors
Trustee's sole discretion, any Undeliverable Distributions
remaining after the Debtors' bankruptcy proceedings closed may be
either (i) distributed to beneficiaries of the Creditors Trust
pro rata or (ii) deposited in an account maintained by the Court
for unclaimed funds.  Either way, the Undeliverable Distributions
will be subject to fees and expenses incurred by the Creditors
Trust including administrative expenses related to the
Undeliverable Distributions before and after these Chapter 11
cases close.

                      Contracts Assumption

As of the Effective Date, all executory contracts that were
identified in the Plan Supplement as rejected will be deemed
rejected prior to the Effective Date.  This Confirmation Order
will constitute approval of any rejection under Sections 365(a)
and 1123.  Any monetary amounts, as set forth in the Plan
Settlement, owed to Executory Contracts to be assumed will be
satisfied and cured on or after the Effective Date, as applicable
or on other terms as the parties to each executory contract may
agree.  In the event of a dispute regarding a Cure Amount
payment, adequate assurance or matters related to assumption and
assignment, (i) the Debtors or the Creditors' Trustee retain the
right to reject the executory contract at any time prior to the
resolution of the dispute; and (ii) cure payments will be made
only after the Court's entry of an order resolving the dispute.

The Debtors are empowered and authorized to take any and all
actions necessary to implement, effectuate and consummate any and
all documents contemplated by the Amended Plan or this
Confirmation Order.

The Court further approved the releases and injunction contained
in the Amended Plan and the Settlement Agreement.  Each of the
Releases and injunction is an integral part of the Amended Plan
and is essential to its implementation, Judge McIvor averred.

The Court admonishes that if the closing of the Debtors' Chapter
11 cases is delayed past the alloted 60 days for any reason, the
burden will on the Debtors' counsel to notify the Clerk of Court
when it is appropriate to close the cases so that unnecessary
U.S. Trustee fees will not accrue.

                 About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry. The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies. They are supported
by full-service design, program management, manufacturing and
tooling capabilities. With more than 1,400 employees, Blue Water
operates eight manufacturing and product development facilities
and has annual revenues of approximately US$200 million. The
company's headquarters and technology center is located in
Marysville, Mich. The company has operations in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction. In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded components
and assemblies. KPS then set about reorganizing the company. The
company implemented a program to improve operating performance and
address its liquidity issues. During 2007, the company replaced
senior management, closed two facilities, and reduced overhead
spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196). Judy O'Neill, Esq., and Frank DiCastri, Esq., at Foley
& Lardner, LLP, serve as the Debtors' bankruptcy counsel.
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  As of June 30, 2008, the Debtors'
unaudited balance sheet showed $93,264,863 in total assets and
$108,300,898 in total liabilities.

The Debtors filed their Liquidation Plan on May 9, 2008.  The Plan
contemplates a sale of substantially all of the Debtors' assets
and equity interests, except for a piece of real property located
at Yankee Road, in St. Clair, Michigan.

(Blue Water Automotive Bankruptcy News, Issue No. 31, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or       
215/945-7000)


BOSTON GENERATING: S&P Cuts $1.13BB Bank Loan Rating to B from B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services said lowered its ratings on
Boston Generating LLC's $1.13 billion first-lien term bank loan,
the $250 million first-lien LOC, both due 2013, and the
$70 million first-lien revolver due in 2011 to 'B' from 'B+'.  The
'1' recovery rating on these facilities is unchanged.  At the same
time, S&P lowered the rating on the $350 million second-lien term
bank loan due 2016 to 'CCC+' from 'B-', and the '4' recovery
rating on the loan is unchanged.  The outlook is negative.

The downgrade is driven by Boston Gen's financial performance that
has continued to deteriorate due to:

The constraints on the transmission system that facilitated the
Mystic 7 plant being dispatched out of merit order have now been
eased, and so the plant's dispatch has been significantly reduced,
with revenue net fuel loss of $3 million to $4 million per month
relative to prior performance;  

Gas turbine trips at the Fore River facility in June due to fuel
quality; Lower off-peak spark spreads resulting from stable off-
peak pricing but a rise in fuel prices; and

Hedge imperfections including power and gas basis differentials,
that compound with operational issues.

As of June 30 2008, the interest coverage ratio and leverage ratio
were 1.1x and 10.9x, respectively.  This compares less favorably
with 1.46x and 8.3x for the same ratios as of June 30, 2007.

The negative outlook on Boston Gen reflects S&P's concern that
financial performance may continue to fall short of forecast
levels.  S&P could lower the rating further if the project's
liquidity is materially reduced in the near term and is unable to
support cash flow deficiencies to meet debt obligations, and if
S&P's medium to longer term expectations of the project's ability
to earn cash flow sufficient to meet its obligations are lower and
as a result debt balances at 2013 refinancing rises.  Prospects
for an outlook revision in the near term are unlikely given the
increase in refinancing risk when the debt matures in 2013, and
the expectation of tight covenant ratios through 2008 and into
2009.


BRIAN TUTTLE: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Brian R. Tuttle
        Merja A. Tuttle
        8910 Wendy Lane W.
        West Palm Beach, FL 33411

Bankruptcy Case No.: 08-25253

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Tuttle Land Holding Corp.                           08-25255
TLH-BOS Corp. Hyman                                 08-25256

Type of Business: The Debtors are home builders.

Chapter 11 Petition Date: October 15, 2008

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Robert C Furr, Esq.
                  bnasralla@furrcohen.com
                  Furr & Cohen
                  2255 Glades Rd., #337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532

Estimated Assets: $50 million to $100 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Orion Bank                     guaranty of       $5,248,566
631 US Highway 1 #41F          corporate debt -  
North Palm Beach, FL 33408     TLH-BOS Corp;
                               Lantana Land A,
                               Inc., Tuttle Land
                               Holding Corp.

Gibraltar First State Bank     guaranty of       $5,038,000
c/o Paul D. Friedman Esq       corporate loans,
1111 Brickell Ave #2050        Tuttle Finance
Miami, FL 33131                Corp.; Tuttle
                               Land Holding Corp.
                               and TLH-BOS Corp.

Integrity Bank                 guaranty of       $2,204,382
1315 W Indiantown Rd           Corporate loan    
Jupiter, FL 33458              Kirtut LLC; and
                               Corporate debt
                               TLH-Chess LLC

Sterling Bank                 Guaranty of loan   $2,200,000
PO Box 20509                  on lots in Port
West Palm Beach, FL 33416     Charlotte owned by
                              TLH-Church Inc
                              and Lantana Land
                              A Inc.

Home Federal of Hollywood     guaranty of        $1,350,000
900 W Federal Hwy             corporate debt
Hallandale, FL 33009          TLHC2 Inc

Anchor Commercial Bank        guaranty of        $878,400
11025 RCA Center Dr #101      construction loan
Palm Beach Gardens, FL        Westminster
33410                         Builders Inc.

SunTrust                      guaranty of        $729,969
220 S Ridgewood Ave #160      tractor trailer
Daytona Beach, FL 32114       loan for Tuttle
                              Team Racing Inc.

Shelby Homes                  damages under      $500,000
6363 NW 6 Way #250            sales contract
Fort Lauderdale, FL 33309     for muck removal

Internal Revenue Service                         $466,000
P.O. Box 21126             
Philadelphia, PA 19114     

IBM SE Employee Credit        credit card        $12,864
Union                           

Citi Financial Retail         furniture          $7,443
Services
Divine, Blalock, Martin       accounting fees    $90,835
Sellari

Palm Beach County Tax         real estate taxes  $63,480
Collector                     8910 Wendy Lane,
                              West Palm Beach

John Jorgensen Esq            attorneys fees     $48,001
Scott Harris Bryan Barra   

Visa                          credit card        $7,889

GE Money Bank                 credit card        $3,807
Care Credit                     

Weinsten and Riley PS         credit card        $2,409


BROCADE COMMUNICATIONS: S&P Rates $400MM Sr. Unsecured Notes 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its `BB-' rating to
San Jose, California-based Brocade Communications Systems Inc.'s
$400 million senior unsecured notes due 2014.  The rating on these
notes, which will be sold under rule 144A with registration
rights, is based on preliminary information.  S&P has assigned a
recovery rating of `3' to the notes, indicating expectations for
meaningful recovery in the event of a payment default.

S&P also affirmed the 'BB-' corporate credit rating, as well as
all of the issue ratings originally assigned to data center
equipment manufacturer Brocade on Sept. 4, 2008.  Affirmations
include the `BB+' bank loan rating on Brocade's upsized, aggregate
$1.225 billion senior secured credit facilities.  These facilities
consist of a $1.1 billion five-year term loan, which was increased
by $100 million, plus a $125 million revolver.  The recovery
rating on the credit facilities is `1', indicating expectations
for very high recovery in the event of a default.  The `BB-' issue
rating on the $173 million of McData Corp.'s convertible
subordinated notes due 2010 (part of Brocade's 2007 purchase
McData) remains unchanged, but S&P revised the recovery rating on
the notes to `4' from '3', reflecting the effect of the revised
capital structure.  A '4' recovery rating indicates the
expectation for average (30%-50%) recovery in the event of
default.  The outlook is positive.

"Successful operational integration of Foundry Networks, coupled
with Foundry Network products that position it to take advantage
of the expected demand for high-end network-switching products,"
said Standard & Poor's credit analyst Richard Siderman, "could
accelerate leverage reduction beyond that already anticipated in
the rating."


CHALLENGES CHOICES: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Challenges, Choices & Images, Inc.
        4334 Biscay Street
        Denver, CO 80249

Bankruptcy Case No.: 08-25802

Chapter 11 Petition Date: October 9, 2008

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Wazir-Ali Muhammad Al-Haqq, Esq.
                  12944 Elgin Drive
                  Denver, CO 80239
                  Tel: (303)832-1742

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's  Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
   Niehuis Montessori                    $51,366
   140 E. Dana                         
   Mountain View, CA 94041

   JSM Associates LLC                   $119,049
   4334 Biscay Street
   Denver, CO 80249

   Challenges, Choices & Images         $330,000
   Charter School
   11200 E. 45th Avenue
   Denver, CO 80239


CHESAPEAKE ENERGY: Cuts Spending; Sells Assets to Raise Cash
------------------------------------------------------------
Anna Driver at Reuters relates that Chesapeake Energy Corp. cut
its cash flow outlook for the next two years and said that it
would further reduce spending.  Chesapeake Energy cut its budget
for the acquisition of new acreage in 2009 and 2010 and reduced
its planned expense on drilling, instead of $2.3 billion for
acquiring drilling rights next year.

According to Reuters, Chesapeake Energy said it expects "total
cash inflows" to drop to $7.8 billion to $9 billion next year,
compared to its prior forecast for $9.9 billion to
$11.5 billion.   Chesapeake Energy expects cash inflow to drop
to $8.2 billion to $9.5 billion in 2010, from $9.2 billion to
$10.8 billion.

Reuters states that Chesapeake Energy wants to generate as much as
$3 billion cash in the fourth quarter from the sales of acreage
and production.  Chesapeake Energy, according to the report, said
last week that it had used the rest of its credit facility and now
had $1.1 billion in cash.

                     Possible Sale to BP

BP PLC is considering acquiring natural-gas properties from
Chesapeake Energy, Russell Gold and Guy Chazan at The Wall Street
Journal report, citing people familiar with the matter.  A source
said that BP was interested in acquiring some of Chesapeake
Energy's natural gas assets, but not the whole company, WSJ
states.

WSJ reports that Chesapeake is seeking buyers for assets to raise
cash, saying that it hopes to raise between $2.5 billion and $3
billion by year-end.  According to WSJ, a Chesapeake Energy
spokesperson said that the company wants to sell a stake in a gas
field in Pennsylvania.  Chesapeake Energy has said it is in talks
to sell a minority stake in its Marcellus Shale gas field as well
as other assets, the report says.

WSJ relates that Chesapeake Energy was involved in shale-gas
exploration, which required frequent access to debt and equity
markets that are now closed due to the global credit freeze.

               About Chesapeake Energy Corporation
    
Based in Oklahoma City, Oklahoma, Chesapeake Energy Corporation
(NYSE: CHK) -- http://www.chkenergy.com/-- produces natural gas  
in the U.S.  The company's operations are focused on exploratory
and developmental drilling and corporate and property acquisitions
in the Mid-Continent, Fort Worth Barnett Shale, Fayetteville
Shale, Permian Basin, Delaware Basin, South Texas, Texas Gulf
Coast, Ark-La-Tex and Appalachian Basin regions of the United
States.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 15, 2008,
Standard & Poor's Ratings Services said that its ratings,
including its 'BB' corporate credit rating, on Chesapeake Energy
Corp. remain on CreditWatch with positive implications, where they
were placed on July 9, 2008.

In May 2002, S&P assigned its 'BB' rating to Chesapeake Energy
Corp.'s proposed $800 million senior notes due 2018 and
$500 million in contingent senior notes due 2038.  The recovery
rating is '4', indicating our expectation of average (30%-50%)
recovery in the event of a payment default.  

As disclosed in the Troubled Company Reporter on May 22, 2008,
Moody's Investors Service assigned Ba3 (LGD 4; 62%) ratings to
Chesapeake Energy's pending $800 million offering of ten year
senior unsecured notes and $1 billion or more offering of thirty-
year contingent convertible senior notes.  Moody's also moved the
rating outlook up to stable from negative.  Moody's also affirmed
CHK's Ba2 corporate family, Baa3 hedge facility, Ba2 probability
of default, SGL-3 liquidity ratings, and existing Ba3 note ratings
but changed the LGD statistics from LGD 4; 61% to LGD 4; 62%.


CHESAPEAKE CORPORATION: Wells Fargo Discloses 8.02% Equity Stake
-----------------------------------------------------------------
Wells Fargo & Company and Wells Capital Management Incorporated
disclosed in a Securities and Exchange Commission filing that they
may be deemed to beneficially own 1,649,346 shares of Chesapeake
Corporation's common stock, representing 8.02% of the shares
issued and outstanding.

                   About Chesapeake Corporation

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

                         *     *     *

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

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


CHEM RX: S&P Trims Corp. Credit Rating to 'B-'; On Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Long
Beach, New York-based institutional pharmacy services provider
Chem Rx Corp., including its corporate credit rating, which was
lowered to 'B-' from 'B'.  At the same time, S&P placed the
ratings on CreditWatch with negative implications.

"The downgrade and CreditWatch listing reflect our growing concern
with the company's ability to operate within the tightening
financial covenants of its credit facility, given its growing
selling, general, and administrative expenses, said Standard &
Poor's credit analyst Jesse Juliano.

"We believe that the company could violate its financial covenants
in the near-term without an amendment to its credit agreement or
significant improvement in its operations," added Mr. Juliano.
"While ongoing revenue and gross profit improvements could
encourage lenders to provide covenant relief, difficult credit
markets and the company's declining EBITDA could make it difficult
-- and expensive -- to obtain an amendment to its credit
agreement."

Selling, general, and administrative expenses were up 36% to
$20.9 million for the quarter ended June 30, 2008.  This expense
acceleration reflects increases in growth expenditures,
professional fees and costs associated with being a public
company, delivery and fuel costs, bad debt, and consulting and
recruiting fees.  The company's adjusted EBITDA over the first
half of 2008 was $10.7 million, which compares poorly with
$24.1 million for all of 2007; Chem Rx has withdrawn its revenue
and EBITDA guidance for 2008.  Although Chem Rx is addressing its
SG&A costs, it is uncertain if future improvements will be
sufficient or achieved quickly enough to offset the company's
tightening financial covenants.

S&P expects to review its rating and outlook on Chem Rx and
resolve the CreditWatch listing within the next three months.


CHIQUITA BRANDS: S&P Ratings Unmoved by Finding Firm Joined Cartel
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Dole Food Co. Inc. (B-/Negative/--), Fresh Del Monte
Produce Inc. (BB-/Positive/--), and Chiquita Brands International
Inc. (B-/Stable/--) remain unchanged following the European
Commission's announcement that it has found that Chiquita, Dole,
and Internationale Fruchtimport Gesellschaft Weichert & Co KG,
participated in a cartel in Northern Europe between 2000 and 2002.  
However, based on Chiquita's prior voluntary notification and
cooperation with the investigation, the EC granted the company
immunity from any fines related to the conduct, subject to
customary conditions.

The EC has imposed a fine of EUR45.6 million (about $62 million)
on Dole and its German subsidiary, Dole Fresh Fruit Europe OHG.
Dole intends to appeal the EC decision and fine, so it is unclear
when, if any, payment will be made.  Although Dole must still
address a May 2009 maturity of $350 million, S&P believes near-
term liquidity would be sufficient even if the company is not
successful in its appeal.  At June 14, 2008, Dole had $166 million
available under its $350 million asset-based revolving credit
facility, and about $77 million of cash.

In addition, Dole continues to pursue its asset sale program,
including its September 2008 announcement that it signed a binding
letter of intent to sell its flowers division, and signed a
definitive purchase and sale agreement to sell two ripening and
distribution companies in Europe.  Dole expects these pending
divestitures, along with the sale of additional agricultural land,
will result in net proceeds of about $145 million.

The EC also imposed a EUR14.7 million (about $20 million) fine on
Weichert, a company in which Fresh Del Monte indirectly held a
noncontrolling financial interest until December 2002.  Although
Weichert has been a subsidiary of Fyffes plc since January 2003,
the EC holds Fresh Del Monte jointly and severally liable for
Weichert's conduct as a result of this financial interest.  Upon
receipt of the EC's full decision, Fresh Del Monte will consider
its options, including an action for annulment in the European
Court of First Instance.

However, if Fresh Del Monte is not successful in some type of
reversal of this fine, S&P believes liquidity would be sufficient
and credit measures would not be materially impacted by payment of
this fine.  As of June 30, 2008, Fresh Del Monte had cash of about
$34 million and $277 million available under its $600 million
revolving credit facility.


CHRYSLER LLC: GM Wants Merger Deal With Firm This Month
-------------------------------------------------------
General Motors Corp. wants to reach a merger deal with Chrysler
LLC before the end of October, The Wall Street Journal reports,
citing sources familiar with the matter.

John Letzing at MarketWatch relates that banks and other lenders
support the planned merger.  WSJ relates that J.P. Morgan Chase &
Co. -- one of Chrysler's largest holders -- and Cerberus Capital
Management, which owns Chrysler, are supporting the deal.  

According to WSJ, sources said that GM is seeking to complete the
deal as soon as the end of this month, as it is expected to report
dismal third-quarter earnings in coming weeks and is looking new
sources of funding.  The report says that GM has created teams of
people analyzing potential cost-cutting and savings it can do with
Chrysler.

WSJ states that GM will lay off 1,500 workers in coming months at
three assembly plants.  Marketwatch relates that the layoffs will
affect hourly workers at plants in Michigan and Delaware.

            Chrysler CEO Won't Comment on GM Talks

Tom Krisher at The Associated Press relates that Chrysler's CEO
Bob Nardelli didn't comment on the company's merger talks with GM,
but said that a steep drop in U.S. auto sales has led to industry
consolidation.  "It certainly creates an environment for
consolidation where you can get synergies of productivity that
will allow you to be more competitive, not only here in the U.S.
market, but on a global basis," The AP quoted Mr. Nardelli as
saying. Mr. Nardelli said that Chrysler has had to reduce factory
capacity by 1.1 million vehicles due to the slump, The AP relates.

Mr. Nardelli, says The AP, said on the CNBC cable channel that
Chrysler has been open about seeking partners and creating
alliances.

                    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.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in
Miramar, Florida.

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


COMFORT CO: Asks Court to Extend Schedules Filing Deadline
----------------------------------------------------------
Comfort Co., Inc., and its affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend their deadline to
file schedules of assets and liabilities, schedules of executory
contracts and unexpired leases, and statements of financial
affairs, to 75 days from the bankruptcy filing date.

Pursuant to Rules 1007(b) and (c) of the Federal Rules of
Bankruptcy Procedure, a debtor must file with its voluntary
petition -- or within 15 days -- its Schedules and Statements.   
Local Rule 1007-1(b) of Bankruptcy Practice and Procedure for the
U.S. Bankruptcy Court for the District of Delaware automatically
extends the deadline for an additional 15 days if a debtor has
more than 200 creditors and if the petition is accompanied by a
list of all creditors and their addresses.  Under Bankruptcy Rule
1007(c), a bankruptcy court can extend a debtor's time to file its
schedules and statements "for cause."

The Debtors have filed their creditor list, indicating that they
have more than 200 creditors.  The Debtors estimate that they have
thousands of creditors, including current and former employees.  
Pursuant to Bankruptcy Rule 1007(c) and Local Rule 1007-1(b)
require the Debtors to file their Schedules and Statements within
30 days after the petition date.

The Debtors tell the Court that completing the schedules and
statements requires the Debtors to collect, review, and assemble a
substantial amount of information.  The Debtors say that the
conduct and operation of their business operations require them to
maintain voluminous books and records and complex accounting
systems.  

The Debtors develop, manufacture, market, and distribute foam
comfort sleep products for sale to major retailers in the U.S.,
Canada, Mexico, and other countries.  The Debtors market the
Comfort Products under four nationally recognized brands --
Novaform, Personal Expressions, comfort Plus, and Bodipedic -- and
produce Comfort Products under private label programs for
retailers.  About 90% of the products are manufactured in three
end-product manufacturing facilities in California, Mississippi,
and Indiana.  The Debtors also manufacture and sell standard and
specialty polyurethane foam products to end market users like
manufacturers in the bedding, furniture, automotive, packaging,
medical, and consumer products industries.  The Debtors operate
seven facilities in Georgia, Illinois and in other states, to
manufacture the Foam products.  They administer the operations of
end product facilities and the foam facilities from their
executive headquarters in West Long Branch, New Jersey.  As of the
petition date, the Debtors have 836 full time employees, and as of
the petition date, about 113 of the workers at the Debtors'
Newburyport, Massachusetts, Dubuque, Iowa, and West Chicago,
Illinois Foam Facilities were employed pursuant to three separate
collective bargaining agreements.

Comfort Co. is a holding company that owns 100% of the common
stock of Sleep Innovations, Inc., the Debtors' principal operating
entity and the primary obligor on the Debtors' prepetition secured
bank debt.  Sleep Innovations is the direct parent of five
companies.

The Debtors tell the Court that they weren't able to compile all
of the information required to complete the Schedules and
Statements due to the size and complexity of the Debtors' business
operations, the number of creditors, the fact that certain
prepetition invoices have likely not yet been received, and the
extensive efforts that the Debtors' management and other
professionals devoted to negotiating with key creditor
constituencies leading up the filing for bankruptcy.  The Debtors
also say that they won't be able to complete the Schedules and
Statements within the current deadline due to the urgency with
which they filed for Chapter 11 protection and numerous critical
operational matters that the Debtors' staff of accountants and
legal personnel must address in the early days of the Debtors'
Chapter 11 cases.  

The Debtors tell the Court that the additional time they are
asking should help ensure that the Schedules and Statements are as
accurate as possible.  

Objections or responses to the Debtors' request must be filed to
the Court by Oct. 21, 2008, at 4:00 p.m.  A hearing will be held
on Oct. 24, 2008, at 10:30 a.m. to consider the Debtors' request.

                       About Comfort Co.

Comfort West Long Branch, New Jersey-based Co., Inc. --
http://www.sleepinnovations.com/-- make and sell foam bedding,  
sleep products and accessories.  

The company and its affiliates filed for Chapter 11 protection on
Oct. 3, 2008 (Bankr. D. Delaware Case No. 08-12305).  Michael R.
Lastowski, Esq., at Duane Morris LLP assists the company in its
restructuring effort.  The company listed assets of $100 million
to $500 million and debts of $100 million to $500 million.


COMFORT CO: Seeks to Hire Alvarez & Marsal as Financial Advisor
---------------------------------------------------------------
Comfort Co., Inc., and its affiliates sought the U.S. Bankruptcy
Court for the District of Delaware's permission to employ Alvarez
& Marsal Securities, LLC, as their financial advisors, nunc pro
tunc to Oct. 3, 2008.

The Firm will, among others, provide financial advisory services
to the Debtors in connection with developing, and seeking approval
for a restructuring plan.

The Debtors will pay the Firm:

     -- a $75,000 monthly fee upon the execution of the firm's
        Engagement Letter and upon the monthly anniversary of
        the of the Effective Date of the Engagement letter.  In
        August 2008, the Debtors executed an engagement letter
        with the Debtors to provide the Debtors with financial
        advisory services relating to a restructuring
        transaction or a sale transaction;

     -- $1,250,000 transaction fee upon the consummation of any
        out-of-court restructuring transaction and the
        effective date of a confirmed plan of reorganization; and

     -- sale transaction fee of $1,250,000 plus 2% of the
        Aggregate Gross Consideration, concurrently with
        the close of each sale transaction.  The Debtors will
        deduct this fee from  the proceeds of a sale
        transaction.

The Debtors assure the Court of the Firm's disinterestedness and
that the Firm doesn't represent any party with an interest
materially adverse to the Debtors or their cases.

                       About Comfort Co.

Comfort West Long Branch, New Jersey-based Co., Inc. --
http://www.sleepinnovations.com/-- make and sell foam bedding,  
sleep products and accessories.

Comfort Co. is a holding company that owns 100% of the common
stock of Sleep Innovations, Inc., the company's principal
operating entity and the primary obligor on the company's
prepetition secured bank debt.  Sleep Innovations is the direct
parent of five companies.

The company and its affiliates filed for Chapter 11 protection on
Oct. 3, 2008 (Bankr. D. Delaware Case No. 08-12305).  Michael R.
Lastowski, Esq., at Duane Morris LLP assists the company in its
restructuring effort.  The company listed assets of $100 million
to $500 million and debts of $100 million to $500 million.


COMFORT CO: Seeks to Employ Garden City Group as Claims Agent
-------------------------------------------------------------
Comfort Co., Inc., and its affiliates sought the U.S. Bankruptcy
Court for the District of Delaware's permission to appoint The
Garden City Group, Inc., as claims, noticing, and balloting agent
for the Debtors, nunc pro tunc to Oct. 3, 2008.

The Firm will, among others, transmit certain notices to creditors
and parties-in-interest in the Debtors' Chapter 11 cases, and
oversee the distribution of solicitation material.  The Debtors
tell the Court that they have thousands of creditors and other
parties-in-interest, many of whom are expected to file proofs of
claim.  The Debtors believe that noticing and receiving, docketing
and maintaining proofs of claim would impose heavy administrative
and other burdens upon the Court and the Office of the Clerk of
the Court.  The Debtors tell the Court that preparing and serving
the notices on all creditors and parties-in-interest and docketing
and maintaining the large number of proofs of claim that may be
filed in the Debtors' Chapter 11 cases would strain the resources
of the Clerk's Office.  The number of the Debtors' creditors makes
it impracticable for the Clerk's Office to undertake the tasks.

The Firm will bill the Debtors monthly for services rendered to
the Debtors during the preceding month.  The Debtors have provided
a $50,000 retainer to the Firm, to be applied first to prepetition
fees and expenses incurred in connection with the Debtors' Chapter
11 cases and then to the final bill that the Firm will send to the
Debtors for postpetition fees and expenses.  The Firm will
continue its service in the event that the Debtors' Chapter 11
cases are converted to Chapter 7 cases.

The Firm assures the Court of its disinterestedness.  The Firm
attests that it doesn't hold or represent any interest adverse to
the Debtors or the Debtors' estates on matters for which it is to
be retained.

                       About Comfort Co.

Comfort West Long Branch, New Jersey-based Co., Inc. --
http://www.sleepinnovations.com/-- make and sell foam bedding,  
sleep products and accessories.

Comfort Co. is a holding company that owns 100% of the common
stock of Sleep Innovations, Inc., the company's principal
operating entity and the primary obligor on the company's
prepetition secured bank debt.  Sleep Innovations is the direct
parent of five companies.

The company and its affiliates filed for Chapter 11 protection on
Oct. 3, 2008 (Bankr. D. Delaware Case No. 08-12305).  Michael R.
Lastowski, Esq., at Duane Morris LLP assists the company in its
restructuring effort.  The company listed assets of $100 million
to $500 million and debts of $100 million to $500 million.


COMMERCIAL MORTGAGE: Files for Chapter 11 Protection
----------------------------------------------------
Sean F. Driscoll at BusinessRockford.com (Ill.) reports that
Commercial Mortgage & Finance Co. has filed for Chapter 11
protection.

BusinessRockford.com relates that Commercial Mortgage filed for
bankruptcy to stop investors from suing the company to get their
money back.  BusinessRockford.com states that Julie Reinhold filed
a lawsuit against Commercial Mortgage in Winnebago County court,
claiming that the company refused to pay a $50,000 promissory note
that was due Sept. 28.  Commercial Mortgage's Chief Financial
Officer Anthony D'Agostino said that the freeze on repayment to
investors was made to protect the firm's cash reserves, according
to the report.  The report says that many investors were trying to
withdraw their funds at the same time.  Mr. D'Agostino said then
that he hoped Commercial Mortgage would be able to start repaying
the investors soon, the report states.

Commercial Mortgage said in a statement that its bankruptcy filing
will give it time to reorganize to protect its assets and its
creditors' investment.

According to BusinessRockford.com, University of Illinois law
professor Robert Lawless said that Commercial Mortgage is unlikely
to be able to pay its investors in full.  The report quoted
BusinessRockford.com as saying, "In even the most successful
Chapter 11 bankruptcy, the creditors lose something.  Chapter 11
can often be a prelude to total liquidation.  There's a long way
to go."

BusinessRockford.com reports that Commercial Mortgage's top 20
creditors, each investing between $300,000 and $700,000 with the
company, are owed $7.8 million.  According to the report, Dr.
James Larson, one of those creditors, said that he began investing
10 years ago, as Commercial Mortgage's promissory notes offered a
higher rate of return than a conventional certificate of deposit.  
The report states that a Roscoe resident has invested more than
$650,000 in nine separate promissory notes, and has been
withdrawing the interest and part of the principal each month to
supplement his part-time income while reinvesting the rest.

                  About Commercial Mortgage

Rockford, Illinois-based Commercial Mortgage & Finance Co. offers
promissory notes to customers on a nine- or 12-month term as an
investment opportunity.  The company filed for Chapter 11
protection on Oct. 7, 2008.  Gregory J. Jordan, Esq., at
Polsinelli Shalton Flanigan Suelthaus PC represents the Debtor in
its restructuring effort.  The company listed assets below $50,000
and liabilities below $50,000.


CONSOLIDATED COMMS: S&P Cuts $930MM Loan Facilities' Rating to B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Mattoon, Illinois-based telecommunications company
Consolidated Communications Holdings Inc. to 'B+' from 'BB-'.  S&P
also lowered the rating on the company's $930 million secured bank
loan facilities to 'B+' from 'BB-'.  The recovery rating remains
at '3', indicating the expectation of meaningful recovery of
principal in the event of default.  The outlook is stable.  At
June 30, 2008, the company had $881 million of total funded debt
outstanding.

"The downgrade reflects," said Standard & Poor's credit analyst
Catherine Cosentino, "our expectation that ongoing access-line
losses, which reached 5.7% in the second quarter of 2008, coupled
with the current economic climate and increasing competition from
cable telephony and wireless substitution, make it unlikely for
Consolidated to meaningfully de-lever toward its target level in
the low-4x area over the medium term."


CORNELL COS: S&P Holds 'B' Ratings and Revises Outlook to Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Houston,
Texas-based Cornell Cos. Inc. to positive from stable.  S&P also
affirmed its 'B' corporate credit and senior unsecured debt
ratings on the company.  At the same time, S&P revised the
recovery rating on the company's senior unsecured notes to '3'
from '4', indicating the expectation of meaningful recovery in the
event of a payment default.  About $304 million of total debt was
outstanding at Cornell as of June 30, 2008.

"The outlook revision reflects our expectation that the company's
earnings and cash flow will continue to improve as recently added
capacity is filled," said Standard & Poor's credit analyst Jerry
Phelan.  The revised recovery rating reflects adjustments to our
recovery model, including higher amortization of priority debt due
to the extension by one year of the assumed default point, which
coincides with substantial debt maturities.

The ratings reflect Cornell's narrow business focus, limited size,
customer concentration, and leveraged financial profile.  These
risks are somewhat offset by favorable demographic trends within
the niche private domestic corrections services industry.

Cornell is a narrowly focused company providing correctional,
detention, education, rehabilitation and treatment services for
adults and juveniles.  The company's services include adult secure
(53% of revenue and 69% of segment operating income), juvenile
services (29% of revenue and 9% of segment operating income), and
adult community services (18% of revenue and 22% of segment
operating income).  With a service capacity of more than 18,900
beds in the U.S., Cornell is the third-largest participant in the
U.S. niche privatized corrections industry with about 7% market
share.

Industry fundamentals remain favorable in Cornell's niche market,
as demand for beds has outpaced supply.  Market participants
continue to benefit from the lack of new prison construction at
the federal, state, and local levels, which will likely continue
as a result of strained government budgets.  In addition, weak
economic conditions and increasing unemployment should result in
continued high inmate populations. Moreover, the U.S. Department
of Homeland Security's temporary detainment of illegal immigrants
prior to deportation has placed further pressure on an already
overpopulated corrections system.

Cornell has funded substantial capital expenditure requirements
while improving operating performance.  Standard & Poor's could
raise the rating on Cornell if it successfully increases its adult
secure inmate population, thereby improving profitability and cash
flow generation, while maintaining credit measures close to
current levels.  S&P could revise the outlook to stable if the
company is unable to adequately fill excess capacity, thereby
leading to lower occupancy rates.  The outlook could be revised to
negative if leverage were to increase and/or capacity expansion
substantially exceeds S&P's current estimates, or if liquidity
becomes strained, given the company's limited external funding
options in a very difficult credit environment.

Specifically, Standard & Poor's estimates that if 2009 revenues
remain flat compared to 2008 and margins decline by 400 basis
points, adjusted leverage would reach about 5.2x and the company's
ability to comply with its financial covenants would be in
question.


CORPORATE BACKED: S&P Places 'B-' Cert. Rating Under Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' ratings on the
class A-1 and A-2 certificates from Corporate Backed Trust
Certificates Series 2001-8 Trust on CreditWatch with negative
implications.

The CreditWatch actions follow the Oct. 9, 2008, placement of the
long-term corporate credit and other ratings on General Motors
Corp. (GM; B-/Watch Neg/NR) on CreditWatch negative.    

Corporate Backed Trust Certificates Series 2001-8 Trust is a pass-
through transaction, and the ratings on the certificates are based
solely on the rating assigned to the underlying securities, the
8.10% debentures due June 15, 2024, issued by GM.

The corporate rating actions on GM have no immediate rating impact
on the GM-related asset-backed securities supported by collateral
pools of consumer auto loans, auto leases, or auto wholesale
loans.


CORUS BANK I: Laketown Wharf Takeover Cues Chapter 11 Filing
------------------------------------------------------------
Corus Bank, I, a unit of Corus Bank N.A., has filed for Chapter 11
bankruptcy protection following its foreclosure of Laketown Wharf,
LLC, owned by Jerry Wallace, The Wall Street Journal reports.

According to Keith Gibbons, a Corus Bank's vice president in
charge of the Laketown Wharf salvage effort, said the unit sought
bankruptcy protection to "clean up [] pending litigation [by
contractors and buyers]," the Journal relates.

Corus Bank, I provided the construction loan to build the
development.  Reportedly, Corus Bankshares, Inc., lent
$146 million to develop the project.  WSJ says the foreclosure may
add pressure to Corus' expected second consecutive quarterly loss.  

Corus Bank, I is a subsidiary of Corus Bank, N.A., the banking
unit of Corus Bankshares, Inc.   The Bank is a nationwide
construction lender, specializing in condominium, office, hotel,
and apartment projects.  Corus' common stock trades on the NASDAQ
Global Select Market tier of The NASDAQ Stock Market under the
symbol: CORS.


CR GROUP: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: The CR Group One, LLC
        1 Glenlake Parkway, Suite 700
        Atlanta, GA 30238

Bankruptcy Case No.: 08-80685

Type of Business: The Debtor operates fastfood restaurants.

Chapter 11 Petition Date: October 14, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Rodney L. Eason, Esq.
                  The Eason Law Firm
                  Suite 200
                  6150 Old National Highway
                  College Park, GA 30349-4367
                  Tel: (770) 909-7200
                  Fax: (770) 909-0644
                  reason@easonlawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The CR Group One did not file  petition with list of 11 largest
unsecured creditors.


CWABS ASSET-BACKED: S&P Junks Ratings on Three Classes of Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of asset-backed notes issued by CWABS Asset-Backed Notes
Trust 2006-SD2.  At the same time, S&P affirmed its ratings on the
eight remaining classes from this transaction.  All of the
downgraded classes are from structure group 1 of this deal, while
the classes with affirmed ratings are from structure groups 1 and
2.

The lowered ratings reflect pool performance that has caused
actual and projected credit support for the affected classes to
decline.  As of the September 2008 remittance period, structure
group 1 has experienced losses that have eroded
overcollateralization to approximately $206,765 from its target
level of $6,569,496, which resulted in a deficiency of
approximately $6,362,731.

As of the September 2008 remittance period, cumulative realized
losses for structure group 1 were 4.81% of the original pool
balance.  Total delinquencies were 43.22% of the current pool
balance, while severe delinquencies were 33.17%.

As a result of poor collateral performance and escalating
delinquencies, monthly net losses for structure group 1 have
increased over the past three months.  In fact, average monthly
losses over the past 12 months were approximately $1,015,370,
while the average monthly losses over the past three months were
substantially higher at about $1,909,464.  The trend from the last
three months has caused the O/C level to drop to approximately
$206,765.  This poor performance is the catalyst for the
downgrades, as current credit support levels are insufficient to
maintain the ratings on these classes.

Despite the increase in average losses over the last three months,
S&P believes the classes with affirmed ratings from structure
group 1 currently have adequate credit support to maintain their
ratings.  The 1-A-1, 1-A-2, and 1-A-3 classes have approximately
$49,547,766 in subordination, and class 1-M-1 has approximately
$35,569,760 in subordination.

Structure group 2, on the other hand, has exhibited relatively
stable performance, resulting in lower losses. O/C is currently at
$1,624,384 for this group, down slightly from the O/C target level
of $1,808,393.

As of the September 2008 remittance period, cumulative realized
losses for structure group 2 were 1.44% of the original pool
balance.  Total delinquencies were 58.52% of the current pool
balance, while severe delinquencies were 47.36%.

Over the past 12 months, monthly net losses for structure group 2
have averaged approximately $106,159; however, the trend increased
over the past three months, yielding an average loss of
approximately $265,339.  This recent trend has caused O/C to
decrease slightly, causing a $184,009 deficiency in the last few
reporting periods.  S&P believes that the current magnitude of the
decrease and the overall trend is not significant enough to
negatively affect the integrity of the structure's current credit
support.  As a result, S&P is affirming all of the ratings on
classes in structure group 2.

Standard & Poor's will continue to closely monitor the performance
of this transaction.  If the transaction incurs further losses and
delinquencies continue to erode projected credit support, S&P will
likely take further negative rating actions.

This transaction is 27 months seasoned. Structure group 1 has a
pool factor of 45.62%, and structure group 2 has a pool factor if
35.23%.  Subordination, excess interest, and O/C provide credit
support for this transaction.

The underlying collateral backing the notes originally consisted
of a pool of scratch-and-dent fixed- and adjustable-rate mortgage
loans secured by first and second liens on one- to four-family
residential properties.  Almost all of the loans in group 1 have a
delinquency history or document deficiency.

                           Ratings Lowered
   
CWABS Asset-Backed Notes Trust 2006-SD2
Asset-backed notes

                 Rating
                 ------
Class       To              From
-----       --              ----
1-M-2       A               AA
1-M-3       BB              A+
1-M-4       B               A
1-M-5       CCC             BBB+
1-M-6       CCC             BBB
1-B-1       CC              BBB-

                          Ratings Affirmed

CWABS Asset-Backed Notes Trust 2006-SD2
Asset-backed notes
   
Class       Rating
-----       ------
1-A-1       AAA
1-A-2       AAA
1-A-3       AAA
1-M-1       AA+
2-A-1-A     AAA
2-A-1-B     AAA
2-A-2       AAA
2-M-1       AA


DENNY'S CORP: Same Store Sales Decline for Quarter Ended Sept. 24
-----------------------------------------------------------------
Denny's Corporation disclosed in a Securities and Exchange
Commission filing same-store sales for its company-owned and
franchised restaurants during the quarter ended Sept. 24, 2008,
compared with the related period in fiscal year 2007.

Nelson Marchioli, President and Chief Executive Officer, stated,
"We expect to report strong income growth in the third quarter
despite the ongoing macroeconomic decline.  We believe our recent
sales initiatives positively impacted our business but were unable
to offset reduced consumer spending, particularly in our lead
states of California and Florida.  Our ongoing transition towards
a franchise-based business model and our focus on profitable sales
programs have allowed us to protect operating margins and maximize
restaurant level cash flow."

                              3rd Quarter        Year-to-Date
                             2008      2007     2008      2007
                             ----      ----     ----      ----
Same-Store Sales
   Company Restaurants      (2.7%)     1.3%    (0.9%)     0.7%
   Franchised Restaurants   (6.1%)     3.2%    (3.6%)     2.2%
   System-wide Restaurants  (5.1%)     2.5%    (2.8%)     1.6%

Company Restaurant Sales
    Guest Check Average      6.7%      6.0%     6.3%      4.1%
    Guest Counts            (8.8%)    (4.5%)   (6.7%)    (3.2%)

Denny's ended the third quarter with a system mix of 78%
franchised and licensed restaurants and 22% company restaurants
compared with 66% franchised and licensed restaurants and 34%
company restaurants prior to the launch of the Franchise Growth
Initiative (FGI) in early 2007.  During the third quarter, Denny's
closed one company restaurant and sold 21 company restaurants to
franchisee operators under FGI.  Also during the quarter,
franchisees opened eight new restaurants, closed fourteen and
purchased 21 company restaurants.

Based on preliminary, unaudited results for the third quarter of
2008, Denny's expects adjusted income before taxes in the range of
$8.0 to $8.5 million, an increase of 38-47% compared with adjusted
income of $5.8 million in the prior year period.  The improvement
in Denny's third quarter earnings is due primarily to growth in
its higher-margin franchise business and proactive menu
management, as well as lower depreciation expense from asset sales
and lower interest expense from debt reduction.  In addition, the
company expects to report total operating revenue of approximately
$189.0 million compared with $241.4 million in the prior year
period due primarily to the sale of 136 company restaurants over
the last four quarters.

                       About Denny's Corp.

Headquartered in Spartanburg, South Carolina, Denny's
Corporation (Nasdaq: DENN) -- http://www.dennys.com/-- is a      
full-service family restaurant chain, consisting of 354 company-
owned units and 1,191 franchised and licensed units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.  

At June 25, 2008, the company's consolidated balance sheet showed
$354.7 million in total assets and $526.7 million in total
liabilities, resulting in a $172.0 million stockholders' deficit.

The company's consolidated balance sheet at June 25, 2008, also
showed strained liquidity with $42.1 million in total assets
available to pay $115.5 million in total current liabilities.


DICKERSON MEMORIAL: Omnibank Calls off Public Auction
-----------------------------------------------------
A Nov. 4, 2008, auction for the assets of Dickerson Memorial
Hospital Ltd. is set after the call off of an Oct. 7, 2008
schedule, Jimmy Galvan writes for the Jasper Newsboy.

Boude Storey III, trustee for OmniBank N.A. in the foreclosure
proceedings against DMHL, refused to divulge why the auction was
called off but assured the hospital would be sold off in November,
Jasper Newsboy adds.

Dickerson Memorial Hospital, Ltd. filed for Chapter 11 bankruptcy
protection on May 7, 2008 (Bankr. S.D. Tex. Case No. 08-33039).  
James R. Clark, Esq. at James R. Clark & Associates represents the
debtor.  The company has assets of between $1 million and
$10 million and debts of between $1 million and $10 million.


DOLE FOOD: S&P Ratings Unmoved by EU Finding Firm Joined Cartel
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Dole Food Co. Inc. (B-/Negative/--), Fresh Del Monte
Produce Inc. (BB-/Positive/--), and Chiquita Brands International
Inc. (B-/Stable/--) remain unchanged following the European
Commission's announcement that it has found that Chiquita, Dole,
and Internationale Fruchtimport Gesellschaft Weichert & Co KG,
participated in a cartel in Northern Europe between 2000 and 2002.  
However, based on Chiquita's prior voluntary notification and
cooperation with the investigation, the EC granted the company
immunity from any fines related to the conduct, subject to
customary conditions.

The EC has imposed a fine of EUR45.6 million (about $62 million)
on Dole and its German subsidiary, Dole Fresh Fruit Europe OHG.
Dole intends to appeal the EC decision and fine, so it is unclear
when, if any, payment will be made.  Although Dole must still
address a May 2009 maturity of $350 million, S&P believes near-
term liquidity would be sufficient even if the company is not
successful in its appeal.  At June 14, 2008, Dole had $166 million
available under its $350 million asset-based revolving credit
facility, and about $77 million of cash.

In addition, Dole continues to pursue its asset sale program,
including its September 2008 announcement that it signed a binding
letter of intent to sell its flowers division, and signed a
definitive purchase and sale agreement to sell two ripening and
distribution companies in Europe.  Dole expects these pending
divestitures, along with the sale of additional agricultural land,
will result in net proceeds of about $145 million.

The EC also imposed a EUR14.7 million (about $20 million) fine on
Weichert, a company in which Fresh Del Monte indirectly held a
noncontrolling financial interest until December 2002.  Although
Weichert has been a subsidiary of Fyffes plc since January 2003,
the EC holds Fresh Del Monte jointly and severally liable for
Weichert's conduct as a result of this financial interest.  Upon
receipt of the EC's full decision, Fresh Del Monte will consider
its options, including an action for annulment in the European
Court of First Instance.

However, if Fresh Del Monte is not successful in some type
of reversal of this fine, S&P believes liquidity would be
sufficient and credit measures would not be materially impacted by
payment of this fine.  As of June 30, 2008, Fresh Del Monte had
cash of about $34 million and $277 million available under its
$600 million revolving credit facility.


DOMINO'S PIZZA: Sept. 7 Balance Sheet Upside-Down by $1.4 Billion
-----------------------------------------------------------------
Domino's Pizza's balance sheet as of Sept. 7, 2008, showed $440.85
million in total assets, $1.74 million in total liabilities,
resulting to $1.44 billion in shareholders' deficit.

The company posted $10.1 million in net profit on $323.6 million
in net revenues for the thrid quarter ended Sept. 7, 2008,
compared with $10.99 million in net losses on $337.12 billion in
net revenues for the same period ended Sept. 9, 2007.

A full-text copy of the company's result for the third quarter
ended Sept. 7, 2008, is available at:

                http://ResearchArchives.com/t/s?306d

                       About Domino's Pizza

Founded in 1960, Domino's Pizza -- http://www.dominos.com-- is  
the recognized world leader in pizza delivery. Domino's is listed
on the NYSE under the symbol "DPZ." Through its primarily
franchised system, Domino's operates a network of 8,671 franchised
and Company-owned stores in the United States and 60 international
markets. The Domino's Pizza brand, named a Megabrand by
Advertising Age magazine, had global retail sales of over $5.4
billion in 2007, comprised of $3.2 billion domestically and $2.2
billion internationally.


EAST CAMERON: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Dawn McCarty of Bloomberg News reports that East Cameron Partners,
LP, filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the Western District of Louisiana (Case No
08-51207).  The Debtor, according to the report, didn't provide a
statement explaining events leading to the bankruptcy.

The Debtor also asked the Court, according to the report, to issue
a temporary injunction to stop investors and lenders from taking
away its assets held on paper by what's referred to as a
"bankruptcy remote vehicle."

The Debtor, according to the report, said that prior to the filing
it obtained refinancing through a "sukuk," an issued bond that
complies with Islamic Shariah religious law.  East Cameron Gas
Co., a "sukuk-issuing" special purpose vehicle of the Debtor,
issued $165.67 million in sukuk certificates, according to the
report, and then advanced the proceeds to Louisiana Offshore
Holding, LLC.  An overriding royalty interest collateralized the
sukuk offering, according to the report.

Louisiana Offshore "...was intentionally structured as a
bankruptcy-remote SPV in an attempt to isolate" both it and the
overriding royalty interest "from a bankruptcy or insolvency
proceeding, and to frustrate and preclude the protections offered
by the U.S. Bankruptcy Code," the Debtor, according to the report,
complained.

The Debtor wants the Court to rule that the overriding royalty
interest in the properties belongs to it and not to related
entities that aren't in bankruptcy, according to the report.

The 20 largest creditors without collateral backing their
claims are owed a total of $2 million.  The three biggest
creditors listed are AFCO Commercial Premium Finance, owed
$714,478; Halliburton Energy Services, $653,400; and Pride
Offshore Inc., $119,702.

Lafayette, Louisiana-based East Cameron Partners, LP,--
https://www.eastcameronpartners.com/ -- is an independent oil and
gas exploration and production company.

Benjamin W. Kadden, Esq., Christopher T. Caplinger, Esq., and
Stewart F. Peck, Esq., at Lugenbul, Wheaton, Peck, Rankin &
Hubbard represent the Debtor in its restructuring effort.  The
Debtor listed estimated assets of more than $100 million and
estimated debts of more than $100 million in its filing.


EAST CAMERON: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: East Cameron Partners, LP
        307 Thoroughbred Drive
        Lafayette, LA 70507-2562

Bankruptcy Case No.: 08-51207

Type of Business: The Debtor operates an oil company.
                  See: https://www.eastcameronpartners.com/

Chapter 11 Petition Date: October 16, 2008

Court: Western District of Louisiana (Lafayette/Opelousas)

Judge: Robert Summerhays

Debtor's Counsel: Benjamin W. Kadden, Esq.
                  bkadden@lawla.com
                  Christopher T. Caplinger, Esq.
                  ccaplinger@lawla.com
                  Stewart F. Peck, Esq.
                  speck@lawla.com
                  Lugenbuhl, Wheaton, Peck, Rankin & Hubbard
                  601 Poydras Street, Suite 2775
                  New Orleans, LA 70130
                  Tel: (504) 568-1990
                  Fax: (504) 310-9195

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
AFCO Commercial Premium        trade debt        $714,477
Finance
12160 Abrams Rd., Ste. 310-
LB51
Dallas, TX 75243

Halliburton Energy Services    trade debt        $653,400
Attn: Crystal Beiser/Corp. LLC
2107 City West Blvd., Bldg. 2
Houston, TX 77042-3051

Pride Offshore Inc.            trade debt        $119,702
5847 San Felipe, Ste. 3300
Houston, TX 77057

Harvest Pipeline Company       trade debt        $115,000

BT Exploration                 trade debt        $104,391

BT Operating Co.               trade debt        $62,179

Open Choke Exploration Inc.    trade debt        $51,954

Candy Fleet                    trade debt        $77,187

Energy Cranes LLC              trade debt        $73,588

Product Wireline               trade debt        $42,061

Greystar Corporation           trade debt        $23,134

Energy Logistics Inc.          trade debt        $22,097

Flowchem Technologies          trade debt        $3,533

Instrumentation & Electrical   trade debt        $2,419

EPS Logistics Company          trade debt        $2,360

Deep South Chemical Inc.       trade debt        $1,925

Premier Industries Inc.        trade debt        $750


EDGEWATER BY THE BAY: Court Approves Meland Russin as Counsel
-------------------------------------------------------------
Edgewater by the Bay LLC sought and obtained permission for the
U.S. Bankruptcy Court for the Southern District of Florida to
employ Meland Russin & Budwick PA as its counsel.

MRB is expected to:

   a) give advice to the Debtor with respect to its powers and
      duties as a debtor-in-possession and the continued
      management of its business operations;

   b) advise the Debtor with respect to its responsibilities in
      complying with the U.S. Trustee's Operating Guidelines and
      Reporting Requirements and with the rules of the Court;

   c) prepare motions, pleadings, orders, applications, adversary
      proceedings, and other legal documents necessary in the
      administration of the case;

   d) protect the interest of the Debtor in all matters pending
      before the Court;

   e) represent the Debtor in negotiation with its creditors in
      the preparation of a plan.

Court documents did not disclose payment terms of professionals'
fees.

Prepetition MRB represented the Debtor in several pending
litigation matters, however, filed motions to withdraw in each
lawsuit in which it represented any creditor of the Debtor.

For prepetition services, the firm was owed fees totaling $126,347
and costs totaling $7,969, which the firm entire waived.

Waiver of MRB's prepetition claim renders the firm a
"disinterested person" as the term is defined in the Bankruptcy
Code.

Headquartered in Miami, Florida, Edgewater by the Bay LLLP is a
single asset real estate debtor.  The company filed for Chapter 11
protection on Sept. 18, 2008 (Bankr. S.D. Fla. Case No.
08-23611).  The Debtor's schedules show assets of $25,946,142 and
liabilities of $24,698,556.


EDGEWATER BY THE BAY: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
Edgewater by the Bay LLLP delivered to the United States
Bankruptcy Court for the Southern District of Florida its
schedules of assets and liabilities, disclosing:

   Name of Schedule                     Assets    Liabilities
   ----------------                    -------    -----------
   A. Real Property                $24,000,000
   B. Personal Property              1,946,142
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $21,695,684
      Secured Claims
   E. Creditors Holding                             1,887,410
      Unsecured Priority
      Claims
   F. Creditors Holding                             1,115,461
      Unsecured Nonpriority
      Claims
                                   -----------   ------------
      TOTAL                        $25,946,142    $24,698,556

Headquartered in Miami, Florida, Edgewater by the Bay LLLP is a
single asset real estate debtor.  The company filed for Chapter 11
protection on Sept. 18, 2008 (Bankr. S.D. Fla. Case No.
08-23611).


ELECTRO ENERGY: Has Until April 7 to Comply with Nasdaq's Rule
--------------------------------------------------------------
Electro Energy, Inc., received a Nasdaq Staff Deficiency Letter on
Oct. 9, 2008, indicating that the company fails to comply with
the minimum bid price requirement for continued listing set forth
in Marketplace Rule 4310(c)(4) because the bid price of the
company's common stock has closed under $1.00 for the last 30
business days.

Pursuant to Nasdaq Marketplace Rule 4310(c)(8)(D), the company
has been provided an initial period of 180 calendar days, or
until April 7, 2009, to regain compliance. The letter states the
Nasdaq staff will provide written notification that the company
has achieved compliance with Rule 4310(c)(4) if at any time
before April 7, 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, although the letter also states
that the Nasdaq staff has the discretion to require compliance
for a period in excess of 10 consecutive business days, but
generally no more than 20 consecutive business days, under certain
circumstances.

If the company cannot demonstrate compliance with Rule 4310(c)(4)
by April 7, 2009, the Nasdaq staff will determine whether the
company meets the Nasdaq Capital Market initial listing criteria
set forth in Nasdaq Marketplace Rule 4310(c), except for the bid
price requirement.  If the company meets the initial listing
criteria, the Nasdaq staff will notify the company that it has
been granted an additional 180 calendar day compliance period.  If
the company is not eligible for an additional compliance period,
the Nasdaq staff will provide written notice that the company's
securities will be delisted.  At that time, the company may appeal
the Nasdaq staff's determination to delist its securities to a
Listing Qualifications Panel.

                       About Electro Energy

Headquartered in Danbury, Connecticut, Electro Energy Inc.
(Nasdaq: EEEI) -- http://www.electroenerginc.com/-- was founded  
in 1992 to develop, manufacture and commercialize high-powered,
rechargeable bipolar wafer cell nickel-metal hydride batteries for
use in a wide range of applications.  Its Colorado Springs
operation is AS9100/ISO9001 certified and supplies aerospace-grade
high quality nickel cadmium batteries and components for
satellites, aircraft and other specialty applications.  

The company is also developing high power lithium rechargeable
batteries utilizing the company's proprietary bipolar wafer cell
design.  The company owns manufacturing assets near Gainesville,
Florida for rechargeable lithium ion 18650 cylindrical cells, the
standard cell used in the electronics industry.

                       Going Concern Doubt

Marcum & Kliegman LLP, in New York, expressed substantial doubt
about Electro Energy 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 the
company has incurred significant losses since inception and
requires significant capital to implement its business plan.

The company is not currently generating sufficient revenues from
operations to execute its business plan and is dependent on the
receipt of funding from government development contracts and cash
raised in equity and debt financings to continue the development,
production, marketing and sales of its products.


ELECTROGLAS INC: Negative Equity Cues Nasdaq to Delist Stocks
-------------------------------------------------------------
Electroglas, Inc., received a notice from The Nasdaq Stock Market
advising that based on the Staff's review of the company's
Quarterly Report on Form 10-Q for the period ended Aug. 30, 2008,
the company's stockholders' equity was ($376,000).  

In addition, the Staff noted that:

   (i) as of Oct. 9, 2008, the market value of the company's
       listed securities was $21,126,970; and

  (ii) the company reported net losses from continuing operations
       of ($15,933,000), ($18,783,000), and ($34,030,000), in
       its annual filings for the years ended May 31, 2008, 2007,
       and 2006.

As a result, the company does not comply with Marketplace Rule
4310(c)(3), which requires the company to have a minimum of
$2,500,000 in stockholders' equity or $35,000,000 market value of
listed securities or $500,000 of net income from continuing
operations for the most recently completed fiscal year or two of
the three most recently completed fiscal years.  The Staff is
reviewing the company's eligibility for continued listing on The
Nasdaq Capital Market and has invited the company to make a
submission evidencing its ability to achieve and sustain
compliance with all Nasdaq Capital Market listing requirements,
including the minimum stockholders' equity standard.  The
company intends to make the requested submission.  In addition,
the company will continue its efforts to maintain and enhance
positive cash flow and decrease expenses and operating cash
usage.

In the event that the Staff determines not to accept the
company's plan of compliance, Nasdaq rules permit Electroglas
to request a hearing before a Nasdaq Listing Qualifications
Panel.  A hearing request will stay any delisting action until
such time as the Panel issues its decision after the hearing.

                         About Electroglas

Electroglas Inc. (Nasdaq: EGLS) -- http://www.electroglas.com./--
is a supplier of innovative wafer probers and software solutions
for the semiconductor industry.  For more than 40 years,
Electroglas has helped integrated device manufacturers, wafer
foundries and outsourced assembly and test suppliers improve the
overall effectiveness of semiconductor manufacturers' wafer
testing. Headquartered in San Jose, California, the company has
shipped more than 16,500 systems worldwide.  


ENCORE ACQUISITION: Board Approves $40MM Stock Repurchase Program
-----------------------------------------------------------------
Encore Acquisition Company reported unaudited third quarter 2008
operating results and announced that its board of directors has
authorized a stock repurchase program.

Having completed a previously authorized $50 million stock
repurchase program during the third quarter of 2008, the company's
board of directors authorized the repurchase of an additional
$40 million of the company's common stock.  The shares may be
repurchased from time to time in the open market or through
privately negotiated transactions.  The repurchase program is
subject to business and market conditions, and may be suspended or
discontinued at any time.

"Our company will be in a unique position for 2009 as we should
accomplish production growth, expand our acreage position in the
highly successful Bakken, and repurchase $40 million of common
stock all within our internally generated cash flows," Jon S.
Brumley, Encore's Chief Executive Officer and President, stated.

"Our long-lived reserve base, stable production profile, and 2009
hedging position puts us in a unique position to take advantage of
this volatile market. As we refine our 2009 capital budget, it is
comforting to know our strong hedging positions allow us
flexibility, as our 2009 cash flows will be sufficient to fund our
capital budget at prices as low as $50 per barrel."  Mr. Brumley
went on to state, "To the extent we sell some of our low growth
properties as previously announced, we will use the proceeds to
retire debt below current levels and further strengthen an already
strong balance sheet."

The company has executed a hedge plan that protects over 95% of
its estimated oil production for 2009.  The hedges include floors
at $110.00 per barrel for 11,630 barrels of oil per day, swaps at
$86.21 per Bbl for 6,000 BOPD, and floors at $80.00 per Bbl for
8,000 BOPD.  The counterparties to these hedges are a diverse
group comprising eleven institutions, all of which are rated A- or
better by Standard & Poor's and/or Fitch with the majority rated
AA- or better.

                Third Quarter 2008 Operating Results

Production volumes were 39,617 barrels of oil equivalent per day
in the third quarter of 2008, which exceeded the high-end of the
company's previously announced production guidance.  The
production volumes were comprised of 26,975 barrels of oil per day
and 75,847 Mcf of natural gas per day.

The company's NYMEX oil differential stayed tight in the third
quarter of 2008 at $10.46 per Bbl.  The average NYMEX oil price
was $118.67 per Bbl in the third quarter of 2008.  As a percentage
of NYMEX, the company's NYMEX oil differential was 8.8% in the
third quarter of 2008.  The company's average wellhead oil price,
which represents the net price the Company receives for its oil
production, was $108.21 per Bbl during the third quarter of 2008.

The company's NYMEX natural gas differential for the third quarter
of 2008 was $0.70 per Mcf.  The average NYMEX natural gas price
was $10.27 per Mcf in the third quarter of 2008.  As a percentage
of NYMEX, the company's NYMEX natural gas differential was 6.8% in
the third quarter of 2008.  The company's average wellhead natural
gas price, which represents the net price the company receives for
its natural gas production, was $9.57 per Mcf for the third
quarter of 2008.

Encore drilled 80 gross wells (30.5 net) during the third quarter
of 2008, of which 77 gross wells (29.3 net) were successful.
   
                         Liquidity Update

At Sept. 30, 2008, the Company's long-term debt was $1.2 billion,
including $150 million of 6.25% senior subordinated notes due
April 15, 2014, $300 million of 6.0% senior subordinated notes due
July 15, 2015, $150 million of 7.25% senior subordinated notes due
Dec. 1, 2017, and $622.9 million of outstanding borrowings under
revolving credit facilities due March 7, 2012.

The amount outstanding on revolving credit facilities increased
$75.9 million during the third quarter of 2008, primarily as a
result of exercising a preferential right for proved production
and Haynesville acreage, tax payments to the Internal Revenue
Service, and hedge premiums for 2009.  The company's borrowing
base is $1.1 billion for Encore Acquisition Company and
$240 million for Encore Energy Partners.  At Sept. 30, 2008, the
company had availability under its revolving credit facilities of
$617.1 million for Encore Acquisition Company and $99.9 million
for Encore Energy Partners.

The syndicate of lenders underwriting Encore Acquisition Company's
facility will comprise 30 banking and other financial
institutions, and the syndicate of lenders underwriting Encore
Energy Partner's facility will comprise 13 banking and other
financial institutions, both after taking into consideration all
recently announced mergers and acquisitions within the financial
services industry.  None of the lenders are underwriting more than
eight percent of the respective total commitment.  The company
feels the large number of lenders, the relatively small percentage
participation of each, and the relatively high level of
availability under each facility provides adequate diversity and
flexibility should further consolidation occur within the
financial services industry.

                About Encore Acquisition Company

Headquartered in Fort Worth, Texas, Encore Acquisition Company
(NYSE: EAC) -- http://www.encoreacq.com/-- is an independent
energy company engaged in the acquisition, development and
exploitation of North American oil and natural gas reserves.
Organized in 1998, Encore's oil and natural gas reserves are in
four core areas: the Cedar Creek Anticline of Montana and North
Dakota; the Permian Basin of West Texas and Southeastern New
Mexico; the Mid Continent area, which includes the Arkoma and
Anadarko Basins of Oklahoma, the North Louisiana Salt Basin, the
East Texas Basin and the Barnett Shale; and the Rocky Mountains.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 29, 2008,
Standard & Poor's Ratings Services lowered its issue-level rating
and revised its recovery rating on Encore Acquisition Co.'s senior
subordinated debt.

"We lowered the issue-level rating to 'B' (two notches below the
'BB-' corporate credit rating on the company) from 'B+', and
revised the recovery rating to '6' from '5', indicating the
expectation for negligible (0% to 10%) recovery in the event of a
payment default," S&P says.

As reported in the Troubled Company Reporter on May 26, 2008,
Moody's Investors Service changed Encore Acquisition Company's
outlook to developing from negative in response to Encore's
announcement that it is exploring strategic alternatives to
increase shareholder value, including, but not limited to, a sale
or a merger of the company.

Encore's corporate family rating and probability of default rating
are Ba3 and its senior subordinated notes are rated B1 (LGD 5,
81%).  Moody's does not rate either Encore's or Encore Energy
Partners Operating LLC's senior secured credit facilities.  Rated
debt includes Encore's B1 rated $150 million of 6-1/4% Senior
Subordinated Notes due 2014, $300 million of 6% Senior
Subordinated Notes due 2015, and $150 million of 7-1/4% Senior
Subordinated Notes due 2017.


ENERGY PARTNERS: Wexford Capital, et al., Disclose 9.5% Stake
-------------------------------------------------------------
Wexford Capital LLC, Charles E. Davidson and Joseph M. Jacobs
disclosed in a Securities and Exchange Commission filing that they
may be deemed to beneficially own 3,046,470 shares of Energy
Parthers Ltd.'s common stock, representing 9.5% of the shares
issued and outstanding.

Wexford Spectrum Trading Limited disclosed in a Securities and
Exchange Commission filing that it may be deemed to beneficially
own 2,059,388 shares of the company's common stock, representing
6.43% of the shares issued and outstanding.

Energy Partners Ltd. (NYSE: EPL) -- http://www.eplweb.com/-- is   
an independent oil and natural gas exploration and production
company based in New Orleans, Louisiana.  Founded in 1998, the
company's operations are focused along the U.S. Gulf Coast, both
onshore in south Louisiana and offshore in the Gulf of Mexico.

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,
Standard & Poor's Ratings Services said that ratings on Energy
Partners Ltd. (B/Negative/--) would not be immediately affected by
several recent developments.  The company announced $100.0 million
in noncash, pretax impairment charges, largely related to
mechanical failures, early depletion, and production difficulties
in fields located in its Western offshore area.  Its leverage
metrics have weakened year-over-year, with debt per proved barrel
currently above $11 on an adjusted basis.  And it has seen feeble
drilling and reserve replacement results in 2007.

As reported in the Troubled Company Reporter on March 3, 2008,
Moody's Investors Service downgraded Energy Partners Ltd.'s
Corporate Family Rating to Caa1 from B3, its Probability of
Default to Caa1 from B3, and the ratings on its $300.0 million
senior unsecured fixed rate notes and $150.0 million senior
unsecured floating rate notes to Caa2 (LGD 4, 67%) from Caa1
(LGD 4, 65%).  The downgrade reflects EPL's continued weak capital
productivity, especially as evidenced by its 2007 results,
negative sequential quarterly production trends, and continued
high financial leverage.  The rating outlook remains negative.


ENVIRONMENTAL TECTONICS: Has $12MM Shareholders' Deficit by August
------------------------------------------------------------------
Environmental Tectonics Corporation's balance sheet at Aug. 29,
2008, showed total assets of $31,370,000 and total liabilities of
$43,473,000, resulting in a shareholders' deficit of $12,103,000.

Environmental Tectonics disclosed financial results for the
second quarter and the first six months of fiscal 2009 which
ended on Aug. 29, 2008.

The company had a net loss of $1,593,000 during the second
quarter ended Aug. 29, 2008, compared to a net loss of
$2,970,000, for the second quarter of fiscal 2008, representing
a decrease in net loss of $1,377,000.  This decrease in net loss
reflected a significant increase in sales and corresponding gross
profit.  Acting as partial offsets were higher research and
development expenses and interest expense.

The company had a net loss of $3,082,000, during the first half
of fiscal 2009 compared to a net loss of $8,695,000, for the
first half of fiscal 2008, representing a decrease in net loss
of $5,613,000.  This decrease in net loss was due to the
increased sales and associated gross profits.  Additionally,
the prior period included claims costs of $3,639,000 associated
with a settlement with the U.S. Government under a contract for
submarine rescue chambers.  Acting as a partial offset was an
increase in research and development expenses of $408,000.
Sales for the first half of fiscal 2009 were $18,699,000 as
compared to $8,594,000 for the first half of fiscal 2008, an
increase of $10,105,000 or 117.6%.  Significant increases were
evidenced in all geographic areas.  

Additionally, most product areas showed significantly improved
performance, with most evidencing triple digit percentage
increases ranging from entertainment (up 103%) to environmental
(up 341%).

A full-text copy of the company's financial report is available
for free at http://ResearchArchives.com/t/s?33f0

                  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.


EPIX PHARMACEUTICALS: Has Until Nov. 10 to Comply with NASDAQ Rule
------------------------------------------------------------------
EPIX Pharmaceuticals Inc. disclosed in a Securities and Exchange
Commission filing that on Oct. 10, 2008, it received a letter from
The NASDAQ Stock Market advising that for the prior 10 consecutive
trading days, its market value of listed securities was below the
minimum $50,000,000 requirement for continued inclusion on The
NASDAQ Global Market under Marketplace Rule 4450(b)(1)(A).

NASDAQ also noted that the Company does not comply with
Marketplace Rule 4450(b)(1)(B), which alternatively requires total
assets and total revenue of at least $50,000,000 each, for the
most recently completed fiscal year or two of the three most
recently completed fiscal years.  

This notification has no effect on the listing of the Company's
common stock at this time.  The Company will be provided 30
calendar days, or until Nov. 10, 2008, to regain compliance with
the Rule. If at any time before Nov. 10, 2008, the Company's
market value of listed securities is $50,000,000 or more for a
minimum of 10 consecutive business days, the NASDAQ staff will
determine if the Company complies with the Rule.

If the Company does not regain compliance with the minimum market
capitalization requirement by Nov. 10, 2008, NASDAQ will provide
the Company with written notification that the Company's common
stock will be delisted from the NASDAQ Global Market.  At that
time, the Company may appeal the delisting determination to a
NASDAQ Listings Qualifications Panel pursuant to applicable NASDAQ
rules.  The Company is currently evaluating its alternatives to
resolve the listing deficiency.

                     About EPIX Pharmaceuticals

Headquartered in Lexington, Mass., EPIX Pharmaceuticals Inc.
(NasdaqGM: EPIX) -- http://www.epixmed.com/-- is a        
biopharmaceutical company focused on discovering and developing
novel therapeutics through the use of its proprietary and highly
efficient in silico drug discovery platform.  The company has a
pipeline of internally-discovered drug candidates currently in
clinical development to treat diseases of the central nervous
system and lung conditions.  EPIX also has collaborations with
leading organizations, including GlaxoSmithKline, Amgen, Cystic
Fibrosis Foundation Therapeutics, and Bayer Schering Pharma AG,
Germany.

The Troubled Company Reporter reported on Aug. 27, 2008, that at
June 30, 2008, the company's balance sheet showed total assets of
$63.6 million and total liabilities of $139.2 million, resulting
in a stockholders' deficit of $75.6 million.  Net loss for the
second quarter ended June 30, 2008 was $2.3 million, compared with
$18.0 million for the quarter ended June 30, 2007.


E THOMAS WOLD: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: E. Thomas Wold
        2431 Saranac Court
        Glenview, IL 60026

Bankruptcy Case No.: 08-27668

Chapter 11 Petition Date: October 15, 2008

Court: Northern District of Illinois (Chicago)

Debtor's Counsel: Alan S. Farnell, Esq.
                  alan@farnelllaw.com
                  10 South LaSalle Street, Suite 3300
                  Chicago, IL 60606
                  Tel: (312) 606-0655
                  Fax: (312) 332-1811

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/ilnb08-27668.pdf


EXCEL PAGER: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Excel Pager Cellular and Home Phone, Inc.
        5959 Westheimer, Suite 111
        Houston, TX 77057

Bankruptcy Case No.: 08-36491

Chapter 11 Petition Date: October 8, 2008

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Thomas Frederick Jones, III, Esq.
                  fjones@galyen.com
                  Bailey & Galyen
                  18333 Egret Bay Boulevard, Suite 120
                  Houston, TX 77058
                  Tel: (281) 335-7744
                  Fax: (281) 335-4774

Estimated Assets: $100,000 to $500,000

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

Excel Pager did not file its list of largest unsecured creditors.


FERTINITRO FINANCE: Fitch Lifts $250MM Secured Bonds Rtng to 'B-'
-----------------------------------------------------------------
Fitch Ratings has upgraded to 'B-' from 'CCC' FertiNitro Finance
Inc.'s $250 million 8.29% secured bonds due 2020.  The Rating
Outlook is Stable.  The rating action reflects an adequate
financial profile, recent improvements in operations and the
expectation that past operational problems will gradually be
resolved.

Although FertiNitro has experienced a highly favorable price
environment and production levels of ammonia and urea at near
nameplate capacity, above 2007 levels, the project needs to
demonstrate the capacity to operate efficiently on a sustained
basis.  Following this month's turnaround, FertiNitro plans to
proceed with its capital expenditure program; Fitch expects these
events to yield long term operational improvements.

After more than a year of the decree-law in effect, Fertinitro's
sales have been stable and redirection of its offtake to the
domestic market was less than initially expected by Fitch.  Fitch
has been informed by FertiNitro, that 160,000 Metric Tons of
Petroquimica de Venezuela, S.A. urea offtake would be redirected
to the domestic market in 2008.  According to the decree, the
redirected output must be sold in local currency for the
equivalent of approximately $72 per MT.  Going forward, Fitch
believes that redirection of some of FertiNitro's output may have
modest effects to the project's revenues.  

In addition, the shareholders have decided to provide certain
additional capital contributions to FertiNitro to support the
continued economic viability of the Project, which Fitch views
positively.

Demand for urea in Venezuela is estimated by Pequiven to be
approximately 400,000 - 500,000 MT.  Pequiven's wholly owned
plants in the Ana Maria Campos and Moron complexes are not
producing sufficient urea to satisfy domestic requirements.  In
2007, aggregate production level of these plants was under 150,000
MT.  Fitch views the continued reliance on FertiNitro as a
concern.  While local sales from FertiNitro in 2007 were
approximately 192,000 MT, sales up to August 2008 have been only
128,000 MT.  Fitch will continue to monitor urea production in
Venezuela as well as domestic demand.

Higher ammonia and urea prices have enabled FertiNitro to
withstand growing operating cost pressures, primarily from natural
gas prices.  FertiNitro's debt service coverage ratio for 2007 was
at 2.82 times and as of July 2008 it was at 4.14x.

FertiNitro's current financial profile and prospective near-term
operating performance are consistent with the 'B-' credit rating
given that the project remains vulnerable to a variety of risks,
principally including the reliability of the plant and the
challenging Venezuelan sovereign and operating environment.

FertiNitro, located in the Jose Petrochemical Complex in
Venezuela, ranks as one of the world's largest nitrogen-based
fertilizer plants, with nameplate daily production capacity of
3,600 MT of ammonia and 4,400 MT of urea.  It is owned 35% by a
Koch Industries, Inc. subsidiary, 35% by Pequiven, a state-owned
petrochemicals company, 20% by a Snamprogetti S.p.A. subsidiary,
and 10% by a Cerveceria Polar, C.A. subsidiary.


FLESSIX 1: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Flessix 1, LLC
        11850 N. 19th Avenue
        Phoenix, AZ 85029
        Tel: (602) 307-0837

Bankruptcy Case No.: 08-14310

Chapter 11 Petition Date: October 15, 2008

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum, Sr.

Debtor's Counsel: Mark J. Giunta, Esq.
                  mark.giunta@azbar.org
                  Law Office of Mark J. Giunta
                  1413 N. 3rd Street
                  Phoenix, AZ 85004-1612
                  Tel: (602) 307-0837
                  Fax: (602) 307-0838

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

            http://bankrupt.com/misc/azb08-14310.pdf


FLORIDA HOUSING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Florida Housing Corporation
        dba Palm Beach Assisted Living Facility
        534 Datura Street
        West Palm Beach, FL 33401

Bankruptcy Case No.: 08-25324

Type of Business: The Debtor provides rental housing programs.
                  See: http://www.floridahousing.org/

Chapter 11 Petition Date: October 15, 2008

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Julianne R. Frank, Esq.
                  fwbbnk@bellsouth.net
                  11382 Prosperity Farms Rd. #230
                  Palm Beach Gardens, FL 33410
                  Tel: (561) 626-4700
                  Fax: (561) 627-9479

Total Assets: $4,190,096

Total Debts: $8,113,730

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

            http://bankrupt.com/misc/flsb08-25324.pdf


FONAR CORP: Gets Min. Stockholders' Equity Non-Compliance Notice
----------------------------------------------------------------
FONAR Corporation received an additional notice of non-compliance
from The NASDAQ Stock Market LLC based upon the company's non-
compliance with the minimum stockholders' equity requirement of
$2.5 million for continued listing on The NASDAQ Capital Market,
as set forth in NASDAQ Marketplace Rule 4310(c)(3) (the
"Stockholders' Equity Requirement"), at June 30, 2008, which
could serve as an additional basis for delisting of the company's
securities from The NASDAQ Capital Market.

On July 8, 2008, the company received a notice of non-compliance
from NASDAQ due to the company's failure to satisfy NASDAQ's
proxy solicitation and annual meeting requirements.  In response
to the first notice of non-compliance, the company requested and
subsequently attended a hearing before a NASDAQ Listing
Qualifications Panel, at which the company presented its plan to
regain compliance with those requirements.  Pursuant to the plan
presented to the Panel, on Oct. 8, 2008, the company filed a
definitive proxy statement for the annual shareholders meeting,
which is scheduled to be held on Nov. 17, 2008.

The Panel has not yet rendered a determination as a result of
the hearing.  As provided by NASDAQ's recent notice, the company
plans to make a written submission to the Panel presenting its
plan to regain compliance with the Stockholders' Equity
Requirement.  While the company is hopeful that the Panel will
grant its request for continued listing on NASDAQ, there can be
no assurance that the Panel will do so.

                      About Fonar Corporation
   
Based in Melville, New York, Fonar Corporation (NASDAQ:FONR) --
http://www.fonar.com/-- is engaged in the business of designing,   
manufacturing, selling and servicing magnetic resonance imaging
(MRI), scanners which utilize MRI technology for the detection and
diagnosis of human disease.  Fonar is the originator of the iron-
core, non-superconductive and permanent magnet technology.


FORD MOTOR: Assures Clients of Auto Loans
-----------------------------------------
Matthew Dolan at The Wall Street Journal reports that Ford Motor
Co. said in a letter to dealers that it still has a credit arm
that will lend clients who buy the company's cars.

According to WSJ, Ford Motor was worried that car buyers were
staying away from showrooms because they were convinced they
wouldn't qualify for a loan.

As reported in the Troubled Company Reporter on Oct. 15, 2008,
GMAC LLC's CEO Al de Molina said that the company has "limited if
any access to funding" for its mortgage and auto-lending units and
that it may cut auto lending in some international markets and
that it is considering strategic initiatives.

WSJ states that a person familiar with the matter said that some
Ford Motor dealers have relayed the corporate letter to potential
clients in e-mails, assuring that the company continues to provide
automotive lending and that "Ford Credit has not tightened its
financing standards."

Ford Motor is considering putting employee pricing on every model
sold in the U.S., with financing through Ford Credit, WSJ relates,
citing a person briefed on the company's plans at a meeting this
month.   According to the report, the campaign
would also have a dealer cash payment of $500 to $1,500 included
as part of the program.  The report states that the program could
be launched this month.

                    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-'.


FORD MOTOR: S&P Places Ratings on 9 Transactions Under Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on nine Ford
Motor Co.-related transactions on CreditWatch with negative
implications.

The rating actions reflect the Oct. 9, 2008, placement of the
long-term corporate credit and senior unsecured debt ratings on
Ford Motor Co. (Ford; B-/Watch Neg/NR) and its related entities on
CreditWatch with negative implications.

The nine transactions are pass-through transactions, and the
ratings on the trusts are based solely on the senior unsecured
ratings assigned to the underlying collateral.  The underlying
collateral consists of securities issued by Ford, as indicated in
the list below.

The corporate rating actions on Ford and its affiliates have no
immediate rating impact on the Ford-related asset-backed
securities supported by collateral pools of consumer auto loans or
auto wholesale loans.

              Ratings Placed on Creditwatch Negative

Corporate Backed Trust Certificates Ford Motor Co. Debenture-
Backed Series 2001-36 Trust

            Rating
            ------
Class   To              From  Underlying collateral
-----   --              ----  ---------------------
A1      CCC/Watch Neg   CCC  7.7% deb due 05/15/2097
A2      CCC/Watch Neg   CCC  7.7% deb due 05/15/2097

Corporate Backed Trust Certificates Ford Motor Company Note-Backed
Series 2003-6 Trust

            Rating
            ------
Class   To             From  Underlying collateral
-----   --             ----  ---------------------
A-1     CCC/Watch Neg  CCC   7.45% Global Landmark Secs
                             (GlobLS) notes due 07/16/2031

CorTS Trust For Ford Debentures

            Rating
            ------
Class   To             From  Underlying collateral
-----   --             ----  ---------------------
Certs   CCC/Watch Neg  CCC   7.4% deb due 11/01/2046

CorTS Trust II For Ford Notes Series 2003-3

            Rating
            ------
Class   To             From  Underlying collateral
-----   --             ----  ---------------------
Certs   CCC/Watch Neg  CCC   7.45% Global Landmark Secs
                             (GlobLS) notes due 07/16/2031

PPLUS Trust Series FMC-1

            Rating
            ------
Class   To             From  Underlying collateral
-----   --             ----  ---------------------
Certs   CCC/Watch Neg  CCC   7.45% Global Landmark Secs
                             (GlobLS) notes due 07/16/2031

PreferredPlus Trust Series FRD-1

            Rating
            ------
Class   To             From  Underlying collateral
-----   --             ----  ---------------------
Certs   CCC/Watch Neg   CCC  7.4% deb due 11/01/2046

Public STEERS Series 1998 F-Z4 Trust

            Rating
            ------
Class   To             From  Underlying collateral
-----   --             ----  ----------------------
A       CCC/Watch Neg  CCC   7.7% deb due 05/15/2097
B       CCC/Watch Neg  CCC   7.7% deb due 05/15/2097

SATURNS Trust No. 2003-5

            Rating
            ------
Class   To             From  Underlying collateral
-----   --             ----  ---------------------
Units   CCC/Watch Neg  CCC   7.45% Global Landmark Secs
                             (GlobLS) notes due 07/16/2031

Trust Certificates (TRUCs) Series 2002-1 Trust

            Rating
            ------
Class   To             From  Underlying collateral
-----   --             ----  ---------------------
A-1     CCC/Watch Neg  CCC   7.7% deb due 05/15/2097


FREEDOM CERTIFICATES: S&P Puts 'B-' Rating Under Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' ratings on
classes A and X from Freedom Certificates US Autos Series
2004-1 Trust on CreditWatch with negative implications.

The CreditWatch actions reflect the Oct. 9, 2008, placement of the
long-term corporate credit and other ratings on Ford Motor Credit
Co. (Ford Credit; B-/Watch Neg/NR), a subsidiary of Ford Motor Co.
(Ford; B-/Watch Neg/NR), and GMAC LLC (GMAC; B-/Watch Neg/C), a
subsidiary of General Motors Corp. (GM; B-/Watch Neg/NR), on
CreditWatch with negative implications.

Freedom Certificates US Autos Series 2004-1 Trust is a
pass-through transaction, and the ratings on classes A and X are
based solely on the lower of the ratings assigned to the
underlying securities, the 7.375% bonds due Feb. 1, 2011, issued
by Ford Credit and the 7.25% notes due March 2, 2011, issued by
GMAC.

The corporate rating actions on Ford and GM and their affiliates
have no immediate rating impact on the Ford and GM-related asset-
backed securities supported by collateral pools of consumer auto
loans, auto leases, or auto wholesale loans.


FRESH DEL MONTE: S&P Ratings Unmoved by Finding Firm Joined Cartel
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Dole Food Co. Inc. (B-/Negative/--), Fresh Del Monte
Produce Inc. (BB-/Positive/--), and Chiquita Brands International
Inc. (B-/Stable/--) remain unchanged following the European
Commission's announcement that it has found that Chiquita, Dole,
and Internationale Fruchtimport Gesellschaft Weichert & Co KG,
participated in a cartel in Northern Europe between 2000 and 2002.  
However, based on Chiquita's prior voluntary notification and
cooperation with the investigation, the EC granted the company
immunity from any fines related to the conduct, subject to
customary conditions.

The EC has imposed a fine of EUR45.6 million (about $62 million)
on Dole and its German subsidiary, Dole Fresh Fruit Europe OHG.
Dole intends to appeal the EC decision and fine, so it is unclear
when, if any, payment will be made.  Although Dole must still
address a May 2009 maturity of $350 million, S&P believes near-
term liquidity would be sufficient even if the company is not
successful in its appeal.  At June 14, 2008, Dole had $166 million
available under its $350 million asset-based revolving credit
facility, and about $77 million of cash.

In addition, Dole continues to pursue its asset sale program,
including its September 2008 announcement that it signed a binding
letter of intent to sell its flowers division, and signed a
definitive purchase and sale agreement to sell two ripening and
distribution companies in Europe.  Dole expects these pending
divestitures, along with the sale of additional agricultural land,
will result in net proceeds of about $145 million.

The EC also imposed a EUR14.7 million (about $20 million) fine on
Weichert, a company in which Fresh Del Monte indirectly held a
noncontrolling financial interest until December 2002.  Although
Weichert has been a subsidiary of Fyffes plc since January 2003,
the EC holds Fresh Del Monte jointly and severally liable for
Weichert's conduct as a result of this financial interest.  Upon
receipt of the EC's full decision, Fresh Del Monte will consider
its options, including an action for annulment in the European
Court of First Instance.

However, if Fresh Del Monte is not successful in some type of
reversal of this fine, S&P believes liquidity would be sufficient
and credit measures would not be materially impacted by payment of
this fine.  As of June 30, 2008, Fresh Del Monte had cash of about
$34 million and $277 million available under its $600 million
revolving credit facility.


GBS GOLD: Plans to Transfer to NEX After Delisting from TSX
-----------------------------------------------------------
GBS Gold International Inc. reports that the Administrators
appointed by its Australian subsidiaries have been granted a
45 business day extension to the period for holding the second
creditors' meeting by the Australian courts.  The extension was
required so that parties interested in proposing a Deed of
company Arrangement have sufficient time to conduct their due
diligence and, if interested, structure a DOCA proposal.  The
Administrators have engaged Prime Corporate Finance, an
Australian-based advisory firm specializing in mining
transactions of similar size and scope, to facilitate the
preparation of an information memorandum, an online data room
and management of the expressions of interest received.  As of
Oct. 10, 2008, 28 expressions of interest in various businesses
and assets have been received and due diligence investigations
will commence shortly.  The second creditors' meeting is now
scheduled take place to place prior to Dec. 23, 2008.

Due to the extended timeframe required, the company has decided
not to appeal the decision of the Toronto Stock Exchange to
delist the common shares of the company on Oct. 29, 2008, but
will instead apply to have its common shares listed for trading
on the NEX Exchange - an exchange of the TSX Venture Exchange
designed for companies undergoing recapitalizations and
restructurings - with the aim of starting trading on Oct. 29,
2008.

To better manage costs during the company's restructuring, the
company has taken a number of measures including terminating the
company's Long Term Incentive Policy, closing its office in
Toronto and, if and when the company's shares are listed on the
NEX, reducing the number of directors to 4.  The company will
manage its affairs from its office in Perth, Australia.

                 About GBS Gold International Inc.

GBS Gold International Inc. (TSX: GBS) -- http://www.gbsgold.com/
-- has 2.7 million ounces of Indicated Resources and 1.7 million
ounces of Inferred Resources within 125 km radius of its 2.5Mtpa
Union Reefs processing plant located in the Northern Territory of
Australia including the Cosmo Deeps project.


GENERAL MOTORS: Wants Merger Deal With Chrysler This Month
----------------------------------------------------------
General Motors Corp. wants to reach a merger deal with Chrysler
LLC before the end of October, The Wall Street Journal reports,
citing sources familiar with the matter.

John Letzing at MarketWatch relates that banks and other lenders
support the planned merger.  WSJ relates that J.P. Morgan Chase &
Co. -- one of Chrysler's largest holders -- and Cerberus Capital
Management, which owns Chrysler, are supporting the deal.  

According to WSJ, sources said that GM is seeking to complete the
deal as soon as the end of this month, as it is expected to report
dismal third-quarter earnings in coming weeks and is looking new
sources of funding.  The report says that GM has created teams of
people analyzing potential cost-cutting and savings it can do with
Chrysler.

WSJ states that GM will lay off 1,500 workers in coming months at
three assembly plants.  Marketwatch relates that the layoffs will
affect hourly workers at plants in Michigan and Delaware.

            Chrysler CEO Won't Comment on GM Talks

Tom Krisher at The Associated Press relates that Chrysler's CEO
Bob Nardelli didn't comment on the company's merger talks with GM,
but said that a steep drop in U.S. auto sales has led to industry
consolidation.  "It certainly creates an environment for
consolidation where you can get synergies of productivity that
will allow you to be more competitive, not only here in the U.S.
market, but on a global basis," The AP quoted Mr. Nardelli as
saying. Mr. Nardelli said that Chrysler has had to reduce factory
capacity by 1.1 million vehicles due to the slump, The AP relates.

Mr. Nardelli, says The AP, said on the CNBC cable channel that
Chrysler has been open about seeking partners and creating
alliances.

                      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.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in
Miramar, Florida.

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


GENE SCHROER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gene E. Schroer
        5744 SE 101st Street
        Berryton, KS 66409

Bankruptcy Case No.: 08-41545

Chapter 11 Petition Date: October 14, 2008

Court: District of Kansas (Topeka)

Debtor's Counsel: Charles T. Engel, Esq.
                  Engel & Geier, P.A.
                  800 SW Jackson, Suite 1000
                  Topeka, KS 66612
                  Tel: (785) 233-6700
                  Fax: (785) 233-6701
                  chuck@engelgeierlaw.com

Estimated Assets: unknown

Estimated Debts: unknown

Gene E. Schroer's chapter 11 petition with list of 20 largest
unsecured creditors is available for free at:

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


GREAT LAKES TISSUE: Forges Cash Agreement With LaSalle Bank
-----------------------------------------------------------
Bill Rochelle of Bloomberg News reports that Great Lakes Tissue
Co. worked out an agreement with secured lender LaSalle Bank
Midwest NA allowing the use of cash.

LaSalle Bank is owed $2.55 million, the report says.

Cheboygan, Michigan-based Great Lakes Tissue Co., Inc.,
manufactures paper and stock towels, tissues and napkins.

The Company filed for Chapter 11 bankruptcy protection on Sept.
22, 2008 (Bankr. E.D. Mich. Case No. 08-22796).  Keith A.
Schofner, Esq., and Rozanne M. Giunta, Esq., represent the Debtor
in its restructuring efforts.  At the time of filing, the Debtor
listed total assets of $7,700,000 and total debts of $14,293,125.


GREGORY HANCOCK: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Gregory Steven Hancock
        4603 N. Borgatello Lane
        Phoenix, AZ 85018
        Tel: (602) 808-2000

Bankruptcy Case No.: 08-14253

Chapter 11 Petition Date: October 15, 2008

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen, Jr.

Debtor's Counsel: Scott R. Goldberg, Esq.
                  ecfdocket@swazlaw.com
                  Schian Walker, P.L.C.
                  3550 N. Central Avenue, Suite 1700
                  Phoenix, AZ 85012-2115
                  Tel: (602) 277-1501
                  Fax: (602) 297-9633

Estimated Assets: $1 million to $10 million

Estimated Debts: $100 million to $500 million

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


HANOVER CAPITAL: Defers $20MM Interest Payment Due October 31
-------------------------------------------------------------
Hanover Capital Mortgage Holdings, Inc. disclosed in a Securities
and Exchange Commission filing that on Oct. 8, 2008, it provided
Wilmington Trust Company with notice that it would defer the next
payment of interest on $20 million of trust preferred securities,
for the quarterly interest payment due on Oct. 31, 2008.

The Company has the right, upon appropriate notice, to defer the
payment of interest for a period of up to four consecutive
quarterly interest periods, so long as no Event of Default has
occurred and is continuing, subject to certain other restrictions.

If interest payments are being deferred during an Extension
Period, this shall not constitute an Event of Default under the
Indenture.

On Nov. 4, 2005, Hanover Capital completed a private placement of
$20 million of trust preferred securities through Hanover
statutory Trust II, a statutory trust formed by the Company for
that purpose.  

In connection with that issuance, the Company entered into a
Purchase Agreement dated Nov. 4, 2005, among the Company, the
Trust and Citigroup Global Markets, Inc., and an Amended and
Restated Declaration of Trust with Wilmington Trust Company.

The proceeds from the sale of the Securities were used by the
Trust to purchase from the Company $20,619,000 in aggregate
principal amount of the Company's junior subordinated notes due
2035.   The Notes were issued pursuant to a junior subordinated
indenture, dated Nov. 4, 2005, by and between the Company and WTC.

                     About Hanover Capital

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

                       Going Concern Doubt

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

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

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


HIGHLAND CAPITAL: Will Close Two Hedge Funds
--------------------------------------------
Gregory Zuckerman and Cassell Bryan-Low report that Highland
Capital Management LP said it will close Highland Credit
Strategies Fund and Highland Crusader Fund, two of its five hedge
funds.

According to Pierre Paulden at Bloomberg News, a person familiar
with the situation said that Highland Capital decided to close the
hedge funds after losses on high-yield, high-risk loans, and other
types of debt.  The source said that the hedge funds will be wind
down over the next three years, the report states.

Citing a source, WSJ relates that Highland Credit and Highland
Crusader had combined assets of $1.5 billion.  According to WSJ,
Highland Crusader once managed $3 billion in distressed
situations, or securities of companies in bankruptcy or other
financial trouble.  A source said that now that fund manages about
$1 billion, the report states.  Highland Capital, according to the
report, said in a letter to Highland Crusader investors that the
"unprecedented market volatility and disruption to the financial
system" continues to pose "huge challenges" and that the company
would try to liquidate about 40% of the portfolio in the next 12
months, with the rest being liquidated in up to four years.

Bloomberg relates that Highland Capital's total assets under
management has shrunk to about $35 billion from $40 billion in
March.

According to Bloomberg, a person familiar with the situation said
that Barclays Capital Inc. seized $642 million of leveraged loans
from Highland Capital on Oct. 15 and was offering the debt for
sale in an auction on Oct. 16.  The report states that Highland
Capital said that it will sell 20% of the Highland Credit's assets
in the next six months and another 20% in the following six
months.  A source said that closing the fund will avoid forced
sales that would result in lower prices, according to the report.  
The report states that Highland Capital said in the letter, "The
environment is one where the fundamental tools to manage the
Credit Strategies funds' trading, hedging, shorting and financing
are highly constrained, and in some cases unavailable."

A source said that Highland Capital has a separate retail fund
that is also called the Highland Credit Strategies Fund, which
won't be shut down, Bloomberg reports.  That fund manages about $7
billion in mutual funds, including the Highland Distressed
Opportunities fund.

                     About Highland Capital

Highland Capital Management LP was founded by James Dondero and
Mark Okada in Dallas in 1993.  Highland Capital is the world's
largest non-bank buyer of leveraged loans in 2007.  It also
manages collateralized loan obligations.  In March 2007, it raised
$1 billion to buy distressed loans.  Collateralized loan
obligations are created by bundling together loans and repackaging
them into new securities.


HILANDER BOWL: Court Revokes Center's Chapter 11 Protection
-----------------------------------------------------------
Erik Olson at The Daily News (Columbia) reports that the Hon. Paul
B. Snyder of the U.S. Bankruptcy Court for the Western District of
Washington revoked the bankruptcy protection for Hilander Bowl,
Inc.'s Hilander Family Fun Center in Kelso.

According to The Daily News, Hilander Family Fun could be shut
down for failing to pay as much as $436,000 in back taxes.  
Hilander had sought for Chapter 11 protection in September 2008
after the state Department of Revenue moved to revoke a $100,000
bond that the company's owner Jim Springer put up in March as a
guarantee that he would pay delinquent taxes.  The Daily News says
that the revocation of the bond would have let the Department of
Revenue shut down the business as the agency had done in April.

The Daily News relates that the Department of Revenue spokesperson
Mike Gowrylow said that the agency can now continue its collection
of the company's debt.  According to the report, Mr. Gowrylow said
that the Department of Revenue has filed seven warrants for
$436,730 in unpaid sales taxes dating back to August of 2005.  The
report states that Mr. Springer has paid some of that debt, and
court documents indicate that the agency is owed around $385,000.

The Attorney General's Office, according to The Daily News, said
that the Hilander owes the Employment Security Department some
$160,000 and the state Department of Labor & Industries more than
$63,000.  The report states that Hilander also owes:

     -- the IRS about $640,000, dating back to the first
        bankruptcy filing; and

     -- 45 creditors about $1.75 million.

The Daily News reports that the Department of Revenue has shut
down the Hilander Family Fun on Wednesday morning.

Mr. Springer said that he is filing an appeal on the Court's
ruling, The Daily News states.

                      About Hilander Bowl

Kelso, Washington-based Hilander Bowl, Inc., has a 40,000 square-
foot facility equiped with a fun center, 23 bowling lanes, full
service restaurant, a 4,000 square-foot lounge, and two snackbars.  
Its Fun Centery has video games, a redemption area, a carousel,
Rocket Ride, Human Habitrail, and LazerTag.  

The company filed for Chapter 11 protection on Sept. 5, 2008
(Bankr. W. D. D.C. Case No. 08-44430).  Timothy J. Dack, Esq., at
Horenstein & Duggan PS represents the company in its restructuring
effort.  The company listed assets of $1 million to $10 million
and debts of $1 million to $10 million.


HOMEBANC CORP: Court Extends Exclusivity Through Jan. 5
-------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Bankruptcy
Court for the District of Delaware extended for the third time the
exclusive right of HomeBanc Corp. and its debtor-affiliates to
propose a Chapter 11 plan through Jan. 5, 2008.  The Court,
according to the report, also rescheduled the hearing to consider
approving the Debtors' disclosure statement on Oct. 31.

As reported in the Troubled Company Reporter on June 20, 2008,
since the Debtors' bankruptcy filing, the Debtors have been
working to wind-down their operations and liquidate their assets.  
The Debtors have sold all aspects of their mortgage loan servicing
business and have been working to sell remaining loans to third
parties, according to Joseph M. Barry, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware.

As reported in the Troubled Company Reporter on May 7, 2008, the
Debtors filed with the Court their joint consolidated liquidating
plan and accompanying disclosure statement, dated April 30, 2008.

Under the plan, at least $5,000,000 will be available for
distribution to various creditors.  A liquidating agent will be
appointed to, among other things, (i) make distributions to
holders of allowed claims, (ii) continue to pursue and commence
various causes of action post-confirmation, and (iii) prosecute
any necessary objections to administrative, priority or secured
claims that are filed.

A full-text copy of the Plan is available for free at
http://ResearchArchives.com/t/s?2b85   

A full-text copy of the Disclosure Statement is available for
free at http://ResearchArchives.com/t/s?2b86   

                       About HomeBanc

Headquartered in Atlanta, Georgia, HomeBanc Mortgage Corporation
-- http://www.homebanc.com/-- is a mortgage banking company  
focused  on originating primarily prime purchase money residential
mortgage loans in the Southeast United States.

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor was selected by the Debtors to represent them in
these cases.  The Official Committee of Unsecured Creditors
selected the firm Otterbourg, Steindler, Houston and Rosen, P.C.
as its counsel.  The Debtors' financial condition as of June 30,
2007, showed total assets of $5,100,000,000 and total liabilities
of $4,900,000,000.  The Debtors' exclusive period to file a plan
ends on April 7, 2008.

(HomeBanc Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


HOME INTERIORS: Wants Court to Approve Asset Auction Procedures
---------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that Home Interiors &
Gifts, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District Texas on Oct. 10, 2008, to approve
auction procedures for the sale of the Debtors' assets.  The
Court, according to the report, has scheduled Nov. 5 to consider
approving the procedures.

As reported by the Troubled Company Reporter on Sept. 26, 2008,
Home Interiors said it plans to split itself up.  Under the new
plan, the company's U.S., Canada and Puerto Rico business assets
will be sold as as single unit.  The company's Mexican unit will
be offered separately.  Domistyle Inc., a Dallas manufacturer and
distributor of home fragrances and decor accessories, will be
offered as an independent company.  The Laredo Candle unit will be
offered as a separate entity, although it may be included in the
Domistyle sale.

As reported by the TCR on Sept. 23, the U.S. Bankruptcy Court for
the Northern District of Texas authorized Home Interiors & Gifts,
and its debtor-affiliates to sell the assets of its Dallas
Woodcraft Co. affiliate for $652,000 to Myron Bowling Auctioneers,
Inc.

                     About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and          
distributes indoor and outdoor home decorative accessories.  It
was founded by Mary Crowley in 1957.  Through its affiliates,
the company has a significant presence in Mexico, Puerto Rico,
and Canada.  Annual revenue in 2007 reached US$300 million.  When
Mary Crowley, died in 1986, her son, Don Carter continued the
business operation nearly debt-free.  In a leveraged transaction
in 1998, private equity firm of Hicks, Muse, Tate, and Furst
acquired 66% of the parent company, which resulted in the
imposition of more than US$500 million in debt on the Debtors.  In
the face of decreased sales and increased debt load, bondholders
canceled their debts in February 2006 in exchange for receiving
most of the outstanding equity of the Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico
and Puerto Rico significantly increased.

The company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.
08-31961).  Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq.,
Lynnette R. Warman, Esq., and Michael P. Massad, Jr., Esq., at
Hunton & Williams, LLP, represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 6 has
appointed seven creditors to serve on an Official Committee
of Unsecured Creditors.  Richard A. Lindenmuth, at Boulder
International LLC, is designated as CRO.  Munsch Hardt Kopf &
Harr PC represents the Committee in these cases.  When the
Debtors filed for protection against their creditors, they
listed assets of between US$100 million and US$500 million and the
same range of debts.


IMPERIAL BUSINESS: Seeks to Hire Rudov & Stalin as Counsel
----------------------------------------------------------
Imperial Business Park, L.P., asks the permission of the U.S.
Bankruptcy Court for the Western District of Pennsylvania to
employ Rudov & Stain, P.C., as bankruptcy counsel.

The Firm will, among other things, advice and represent the Debtor
in its Chapter 11 case, and prepare all necessary documents in the
areas of real estate, business and commercial litigation, tax,
debt restructuring, reorganization, and, if requested, asset
dispositions.

The Firm will charge the Debtor these hourly rates:

     David K. Rudov            $345
     Robert B. Stein           $345
     Laurent Fertelmes         $250
     Paralegal Staff           $125

David K. Rudov, Esq. -- a partner at the Firm -- assures the Court
of the Firm's disinterestedness and that it doesn't hold or
represent an interest adverse to the Debtor's estate.

Objections to the employment of the Firm as the Debtor's counsel
must be filed by Oct. 27, 2008.

A hearing on the Debtor's request was initially scheduled for Nov.
7, 2008, and was rescheduled to Dec. 17, 2008, at 11:30 a.m.  

                    About Imperial Business

Oakdale, Pennsylvania-based Imperial Business Park, L.P. --
http://www.imperialbusinesspark.net/-- owns an industrial and  
business park.  The company filed for Chapter 11 protection on
Oct. 2, 2008 (Bankr. W. D. Pa. Case No. 08-26580).  The company
listed assets of $16,064,823 and debts of $18,078,619.


INSMED INC: Asks Investors' Support to Cure Nasdaq Non-Compliance
-----------------------------------------------------------------
Insmed, Inc., will seek shareholder approval to implement a
reverse stock split, if necessary, at a Special Meeting of
Stockholders on Nov. 24, 2008, in an effort to meet the minimum
bid price rule for continued listing on The NASDAQ Stock Market.

On Sept. 3, 2008, the company stated that the NASDAQ Listing
Qualifications Panel had granted Insmed's request to remain
listed on The NASDAQ Stock Market, subject to the condition that
on or before Dec. 15, 2008, Insmed must evidence a closing bid
price of $1.00 or more for a minimum of ten consecutive business
days.  The process for formally seeking shareholder approval for
a reverse split takes several weeks and, therefore, needs to be
initiated at this time so that it can be in place, if needed, to
meet the Dec. 15, 2008, compliance deadline.  If Insmed is able
to attain the Minimum Bid by the compliance deadline without the
need for a reverse stock split, the company may choose not to
effect the split.

"Insmed, in conjunction with RBC Capital Markets, continues to
work diligently to secure an appropriate partner for our
follow-on biologics business," Geoffrey Allan, president and CEO
of Insmed, said.  "Given that we are not able to determine the
exact timing and potential impact of a partnership on our share
price at this time, we felt it was prudent to take the necessary
steps to enable us to execute a reverse split, should we need to,
in order to maintain our listing on NASDAQ.  Given the current
economic climate, we believe being a NASDAQ-listed company and
having access to the capital markets is necessary."

The date for determining stockholders of record entitled to
receive notice of, and to vote at, the Special Meeting is
Oct. 17, 2008.

As of Oct. 10, 2008, there were 122,315,635 shares of Insmed
common stock outstanding.  The reverse stock split would affect
all Insmed common stock and stock options outstanding immediately
prior to the effective time of the reverse stock split, if
approved.

                          About Insmed

Insmed Incorporated, (NasdaqCM: INSM) -- http://www.insmed.com --   
a biopharmaceutical company, develops and commercializes drugs to
treat metabolic diseases, endocrine disorders, and oncology.  Its
lead product candidate IPLEX, a recombinant protein product
candidate, is in Phase II clinical trials for the treatment of
myotonic muscular dystrophy, the common form of adult-onset
muscular dystrophy.  The company has license and collaborative
agreements with Fujisawa Pharmaceutical Co., Ltd. to use IGF-I
therapy for the treatment of extreme or severe insulin resistant
diabetes; and a license to Pharmacia AB's portfolio of regulatory
filings pertaining to rhIGF.  Insmed was founded in 1999 and is
headquartered in Richmond, Virginia.

                        Going Concern Doubt

Richmond, Virginia-based Ernst & Young LLP raised substantial
doubt about the ability of Insmed Incorporated to continue as a
going concern after it audited the company's financial statements
for the year ended Dec. 31, 2007.  The auditor pointed to the
company's recurring operating losses and negative cash flows from
operations.

The company said that its ability to continue as a going concern
is dependent upon its ability to take advantage of raising capital
through securities offerings, debt financing, and partnerships and
use these sources of capital to fund operations.  Management is
focusing on raising capital through any one or more of these
options.


J CREW: S&P Holds 'BB-' Corp. Credit Rating with Outlook Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on New York City-based J. Crew Group Inc.  The
outlook is positive.

At the same time, S&P raised the issue-level rating on subsidiary
J. Crew Operating Corp.'s $285 million secured term loan to 'BB+'
from 'BB.'  S&P also revised the recovery rating on the loan to
'1' from '2', indicating an expectation of very high recovery of
principal in the event of payment default.

"J. Crew has made substantial progress in turning around its
operating performance, with continued positive operating momentum
through the first half of fiscal 2008," said Standard & Poor's
credit analyst Jackie E. Oberoi.


JHCI ACQUISITION: S&P Trims Credit Rating to 'B-' on Weak Earnings
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on JHCI
Acquisition Inc., including lowering the long-term corporate
credit rating to 'B-' from 'B'.  The ratings are removed from
CreditWatch where they had been placed with negative implications
on May 23, 2008, as a result of the company's constrained
liquidity position.  As of June 30, 2008, the company was not in
compliance with its total leverage covenant; however, it is not
required to comply because there are no borrowings under the
revolving credit facility.  The outlook is stable.

"The ratings actions reflect weak earnings performance and
higher-than-expected financial leverage," said Standard & Poor's
credit analyst Anita Ogbara.  JHCI is somewhat exposed to the
trucking sector through its transportation and brokerage
businesses, which comprise about 20% of its revenues.  The
remaining operations provide warehousing and other logistics
services.  During the past few quarters, the company's earnings
and cash flow have been hurt by the soft freight environment.

Leverage has increased meaningfully from JHCI's initial pro forma
total debt to EBITDA of over 7x.  In the near term, the company's
acquisitive growth strategy limits the potential for debt
reduction. Over the longer term, S&P expects the company to
maintain lease-adjusted leverage in the 6x-7x area, with the
actual amount depending on the timing of acquisitions and new
business awards.

Ratings on JHCI reflect its high debt leverage, competitive end
markets, and the potential for future debt-financed acquisitions.  
Offsetting these risks to some extent is the favorable
intermediate-term industry outlook and benefits accruing from the
company's nationwide presence and diverse service offerings.  JHCI
offers various third-party logistics services, including
warehousing, freight management, packaging and manufacturing,
transportation and brokerage, and staffing.

The third-party logistics industry is very fragmented; competitors
include divisions of large integrated freight transportation
companies, as well as other, smaller logistics providers. Demand
for third-party logistics has been growing at a compound average
growth rate of more than 10% over the past 10 years, and the
intermediate-term outlook for the sector is favorable, despite an
impending recession, as S&P expects companies to continue
outsourcing these services to reduce costs, lower capital
expenditure requirements, and enhance operating flexibility.  
However, despite the positive intermediate-term industry outlook,
the sector will likely remain very competitive.  Many of the
companies competing with JHCI are financially stronger and offer
logistics services as part of a broader portfolio of freight
services.

S&P expects demand for third-party logistics to remain healthy
over the intermediate term, which should somewhat offset the
deterioration in the trucking segment.  Should cash and bank line
availability fall below $15 million, S&P could revise the outlook
to negative.  Given the expected weakness in the economy, an
outlook to positive is unlikely at this time.


J-MAR II: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: J-Mar II, L.L.C.
        120 West 1470 South
        Saint George, UT 84770

Bankruptcy Case No.: 08-27000

Chapter 11 Petition Date: October 13, 2008

Court: District of Utah (Salt Lake City)

Debtor's Counsel: Joel T. Marker, Esq.
                  joel@mbt-law.com
                  McKay Burton & Thurman
                  170 South Main Street, Suite 800
                  Salt Lake City, UT 84101
                  Tel: (801) 521-4135
                  Fax: (801) 521-4252

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

J-Mar II did not file its list of largest unsecured creditors.


JOSEPH GENNACO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Joseph Gennaco
        162 Bartlett Road
        Winthrop, MA 02152

Bankruptcy Case No.: 08-17762

Chapter 11 Petition Date: October 14, 2008

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Barry R. Levine, Esq.
                  barlev@levineatlaw.com
                  100 Cummings Center, Suite 460C
                  Beverly, MA 01915
                  Tel: (978) 922-8440
                  Fax: (978) 232-0094

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

               http://researcharchives.com/t/s?33e0


KRIEGER-RAGSDALE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Krieger-Ragsdale & Co., Inc.
        616 North Norman Avenue
        P.O. Box 3247
        Evansville, IN 47731-32

Bankruptcy Case No.: 08-71436

Chapter 11 Petition Date: October 15, 2008

Court: Southern District of Indiana (Evansville)

Judge: Basil H. Lorch III

Debtor's Counsel: R. Stephen LaPlante, Esq.
                  rallen@keatingandlaplante.com
                  Keating & LaPlante
                  101 N.W. First Street, Suite 116
                  P.O. Box 3556
                  Evansville, IN 47734-3556
                  Tel: (812) 463-6093
                  Fax: (812) 463-6094

Total Assets: $2,739,448

Total Debts: $2,738,988

Krieger-Ragsdale & Co.'s chapter 11 petition with a list of 20
largest unsecured creditors is available for free at:

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


LAWTON & ALDEAN: Case Summary & Four Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Lawton & Aldean, Inc.
        1290 West Cherry Street
        Jesup, GA 31545

Bankruptcy Case No.: 08-21074

Chapter 11 Petition Date: October 13, 2008

Court: Southern District of Georgia (Brunswick)

Debtor's Counsel: James L. Drake, Jr., Esq.
                  jdrake7@bellsouth.net
                  P.O. Box 9945
                  Savannah, GA 31412
                  Tel: (912) 790-1533

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   Big A Distributors          Trade Debt                 $22,000
   1744 Forest Parkway
   Lake City, GA 30260

   Ludowici Bank               Bank Loan                  $20,000
   5 Cypress Street
   P.O. Box 725
   Ludowici, GA 31316

   Ludowici Bank               Bank Loan                  $12,000
   5 Cypress Street
   P.O. Box 725
   Ludowici, GA 31316

   U.S. Food                   Trade Debt                  $4,000
   Ormond Beach Division
   1899 U.S. Route 1
   Ormond Beach, FL 32174


LEAP WIRELESS: Harbinger, Falcone Disclose 14.8% Equity Stake
-------------------------------------------------------------
Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital
Partners Offshore Manager, L.L.C., and HMC Investors, L.L.C.,
disclosed in a Securities and Exchange Commission filing that they
may be deemed to beneficially own 6,800,000 shares of Leap
Wireless International Inc.'s common stock, representing 9.8% of
the shares issued and outstanding.

Harbinger Capital Partners Special Situations Fund, L.P.,
Harbinger Capital Partners Special Situations GP, LLC, HMC - New
York, Inc., and Harbert Management Corporation disclosed in a
Securities and Exchange Commission filing that they may be deemed
to beneficially own 3,425,000 shares of Leap Wireless' common
stock, representing 4.9% of the shares issued and outstanding.

Philip Falcone, Raymond J. Harbert and Michael D. Luce disclosed
in a Securities and Exchange Commission filing that they may be
deemed to beneficially own 10,225,000 shares of Leap Wireless'
common stock, representing 14.8% of the shares issued and
outstanding.

                       About Leap Wireless

Based in San Diego, Leap Wireless International Inc. (Nasdaq:
LEAP) -- http://www.leapwireless.com/-- provides innovative,    
high-value wireless services.  With the value of unlimited
wireless services as the foundation of its business, Leap
pioneered its Cricket(R) service.  The company and its joint
ventures now operate in 29 states and hold licenses
in 35 of the top 50 U.S. markets.  Through its affordable, flat-
rate service plans, Cricket offers customers a choice of unlimited
voice, text, data and mobile Web services.

                          *     *     *

As reported in the Troubled Company Reporter on June 24, 2008,
Moody's Investors Service assigned a Caa1 rating to Leap Wireless
International Inc.'s $200 million convertible notes, due 2014.  
Moody's also assigned a B2 corporate family rating to Leap
Wireless International Inc.  Rating outlook is Stable.

As disclosed in the Troubled Company Reporter on June 23, 2008,
Standard & Poor's Rating Services assigned its 'CCC' rating to
Leap Wireless International Inc.'s proposed $200 million of
convertible senior notes due 2014, with a '6' recovery rating,
indicating the expectation for negligible (0%-10%) recovery in the
event of a payment default.  At the same time, S&P assigned a 'B-'
rating to funding unit Cricket Communications Inc.'s proposed
$200 million of senior notes due 2015 with a '4' recovery rating,
indicating the expectation for average (30%-50%) in the event of a
payment default.  These are being issued under Rule 144A with
registration rights.  S&P also affirmed San Diego-based Leap's
existing ratings, including its 'B-' corporate credit rating.  The
outlook is stable.


LEAR CORP: Discloses $150 Million Operating Improvement Plan
------------------------------------------------------------
Lear Corporation disclosed aggressive cost reduction actions
targeting an additional $150 million of improvement in operating
performance over the next twelve months.

In light of current market conditions, the company is implementing
comprehensive actions to further reduce structural costs and
improve operating results.  Additional details of the $150 million
operating improvement plan will be provided as part of the
Company's third quarter earnings conference call on Oct. 30.  

Major new actions under the profit improvement plan include the
following:

  -- reducing program development costs, consistent with the
     significantly lower production outlook;

  -- acceleration of low-cost engineering and sourcing
     initiatives;

  -- more targeted investments in growth initiatives, focused on
     high priority programs;

  -- further reductions in procurement, manufacturing, engineering
     and logistics costs to reflect present business conditions;

  -- further census reductions, temporary layoffs and additional
     thrifting of personnel-related costs;

  -- re-timing and selective reductions in restructuring spending;

  -- aggressive working capital management and capital spending
     efficiencies; and

  -- supply base consolidation and other commercial actions

"We have been very aggressive in reducing our costs as industry
production has declined, and we intend to remain well ahead of the
curve," commented Bob Rossiter, Lear Chairman, Chief Executive
Officer and President.  "We have faced challenging conditions
before, and each time we have emerged as an even stronger Company.  
I fully expect the Company to overcome the present challenges as
an even more formidable competitor."

"Management's strategy is to take all actions necessary to
withstand the current industry downturn, maintain our focus on
strategic priorities and position the Company for success when
industry conditions improve," Mr. Rossiter continued.  "Longer
term, we see global growth in automotive demand, with mature
markets expected to recover in 2010 and emerging markets
continuing to expand.  With our global capabilities, low-cost
footprint, superior quality and leading technologies, we are well
positioned for success in the future."

In addition, the Company announced that it has drawn $400 million
under its revolving credit facility to protect against possible
short-term disruptions in the credit markets.

"The profit improvement plan outlined in this release is designed
to restore the Company to a level of profitability necessary to
preserve our financial flexibility going forward," said Matt
Simoncini, Lear Senior Vice President and Chief Financial Officer.  
"Given the recent volatility in the financial markets, we believe
it is also prudent to temporarily increase our cash on hand by
borrowing under our revolving credit facility."

At the end of the third quarter Lear had in excess of $500 million
in cash.  After this revolver borrowing, the Company will have
more than $800 million in availability remaining under its
revolving credit facility and continues to expect positive free
cash flow for 2008.

Based in Southfield, Michigan, Lear Corporation (NYSE: LEA) --
http://www.lear.com/-- supplies automotive seating systems,      
electrical distribution systems and electronic products.  Lear's
world-class products are designed, engineered and manufactured by
a diverse team of more than 90,000 employees at 236 facilities in
33 countries.  Lear's headquarters are in Southfield, Michigan.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 30, 2008,
Standard & Poor's Ratings Services has raised its issue-level
rating on Lear Corp.'s $1 billion senior secured term loan
facility ($988 million outstanding) to 'BB' from 'BB-' and revised
the recovery rating to '1' from '2'.  In addition, S&P lowered its
issue-level ratings on Lear's senior unsecured notes to 'B' from
'B+' and revised the recovery rating to '5' from '4', indicating
the expectation of modest recovery in the event of a payment
default.


LEASE INVESTMENT: S&P Cuts Rating on A-3 Tranche to B+ from BBB
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the A-1
and A-2 tranches of notes issued by Lease Investment Flight Trust
2001-1 to 'CCC+' from 'B+'.  At the same time, S&P lowered the
rating on the A-3 tranche to 'B+' from 'BBB'.  S&P removed its
ratings on all three senior tranches from CreditWatch, where they
were placed with negative implications on March 25, 2008.  The
outlook on the tranches is negative.

In addition to accounting for historically higher fuel prices and
the slowing global economy, the downgrade of the class A notes
primarily reflects our view of ongoing value declines in the
transaction's portfolio.  The value of the portfolio is an
indicator of future lease revenues.  S&P's view also reflects the
payment priority mechanisms within the structure.

Like other aircraft securitizations that were originated in the
late 1990s to early 2000s, the fleet in the LIFT transaction has a
significant concentration of older aircraft that were designed in
the 1980s, some of which, in S&P's view, are likely to become
economically obsolete earlier than originally anticipated.  The
weighted average age of the fleet in the LIFT transaction, which
was issued in 2000, is approximately 11 years.  These planes
(which include older B737s and MD80s) are less fuel efficient than
newer models, which has led S&P to adjust S&P's useful life and
depreciation assumptions.  

Furthermore, S&P believes the slowing global economy and the
likelihood of a recession in the U.S. will continue to put
additional pressure on the airline industry, and in its view,
lessen the credit quality of lessees contained in the
securitization pool.

In evaluating this transaction, S&P used the same methodology that
it used in its analysis and initial rating of previous aircraft
operating lease pool securitizations.  As part of this analysis,
S&P reviewed various sets of cash flow stress tests designed to
capture the impact of a number of risk factors and their timing on
the cash flow S&P expects the 39 aircraft in the fleet to generate
in assessing the risk to cash flows available to service the rated
debt.  These cash flow stress assumptions are consistent with
those applied to recent pooled aircraft asset-backed securities
and are more conservative than those used when the transaction was
originally evaluated, reflecting sector performance since 2000.

                   Typical Cash Flow Stresses

                                          B(ii)       CCC(ii)
Depression 1 start (i)      
Depression 2 start                        2008-2012   2008-2012
Depression 3 start                        2020-2024   2020-2024
Length of depression (mos.)               36-48       36-48
Lessee defaults - depression 1 (%)(i)
Lessee defaults - depression 2 & 3 (%)    35-55       25-45
Lease rate decline - depression 1 (%) (i)
Lease rate decline - depression 2 & 3 (%) 10-30       4-15
Repossession/remarketing time (mos.)      4-8         4-8
Lease term - depression 1 (mos.)          (N/A*)            
Lease term - depression 2 & 3 (mos.)      36-48       36-48
Repossession costs (mil. $)               .2-1.5      .2-1.5R

(i) During deal inception, it is assumed that the securitization
will experience three economic depressions.  For midstream
projections, S&P assumes the first depression has already taken
place and therefore run the two remaining depressions for the life
of the transaction.

(ii) Rating stress analysis; not indicative of the credit ratings
on the LIFT note.

The result of S&P's analysis indicates that the likelihood of full
principal repayment to the class A-3 noteholders has declined to a
non-investment-grade level.  Although the class A-3 notes are
currently the only senior notes receiving principal payments, S&P
believes that class A-3, which has an outstanding balance of
$150.6 million as of the September servicer report, is highly
unlikely to be fully repaid before the class A-1 and A-2 tranches
start to receive allocations of principal.  Principal amortization
to the class A-1 and A-2 noteholders is scheduled to begin in
October of 2011.  S&P expects these payments on the Class A-1 and
A-2 notes will slow debt amortization for the class A-3, which has
the earliest maturity date of July 15, 2016, and will continue to
expose the class A-3 noteholders to increased default risk.

The rating outlook is negative for the class A notes.  S&P's
rating actions and outlooks incorporate its current expectations
of a downturn in the global aviation market, driven by recessions
or slow growth in all regions of the world and high jet fuel
prices.  Still, if the downturn is materially worse than S&P
expects, it could lower the ratings further.  Conversely, S&P
could revise the outlook to stable if the downturn meets its
expectations and it sees the beginning of a sustained recovery,
which S&P believes is less likely during the next two years.


LEINER HEALTH: Court Confirms Joint Chapter 11 Liquidation Plan
---------------------------------------------------------------
The Hon. Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware confirmed a joint Chapter 11 plan of
liquidation dated Aug. 21, 2008, filed by Leiner Health Products
Inc. and its debtor-affiliates.  Judge Carey held that the joint
plan met the requirements under Section 1129 of the United States
Bankruptcy Code.

                      Overview of the Plan

The plan contemplates the liquidation of the each of the Debtors'
assets, the appointment of a liquidating trustee, and the creation
of a three-member liquidating trust committee, which consist of
one representative selected by the Debtors and two members
appointed by the Official Committee of Unsecured Creditors.

Furthermore, the plan provides the creation of a liquidating trust
for, among other things, (i) resolving all disputed claims, (ii)
pursuing the causes of action, and (iii) making all distribution
to the beneficiaries provided under the plan.

                     Asset Sale & Settlements

On July 14, 2008, NBTY Inc., the designated stalking-horse bidder,
completed the sale of the Debtors' assets for $371,000,000 in
cash, plus the assumption of about $30,000,000 of trade payables
and a purchase price adjustment.  According to court documents,
the sale proceeds may be sufficient to satisfy the claims of the
Debtors' senior secured lender in full, but it may not be enough
to provide a recovery to unsecured creditors.

Before the closing of the sale, the Court approved the Debtors'
proposed assets sale incentive program to pay $24,000,000 in
bonuses to nine insiders, who are members of the Debtors' senior
management team, pursuant to an asset sale incentive program dated
April 1, 2008.  However, the Official Committee of Unsecured
Creditors asked the Court to reduce the amount of bonuses to
$10,000,000, which is to be awarded to the insiders.

As a result, the Debtors filed on July 10, 2008, a settlement
agreement before the Court seeking to approve, among other
things:

   i) the payment of at most $8,000,000 that may result in an
      reallocation of the proceeds of the incentive program to
      ensure a guaranteed minimum distribution to holders of
      unsecured claims, and

  ii) the payment of at least $249,500,000 of the allowed secured
      lender claims

                  Debtor-In-Possession Financing

On April 8, 2008, the Court authorized the Debtors to obtain, on a
final basis, up to $74,000,000 in postpetition financing from UBS
AG, Standford Branch, as issuing bank and administrative agent;
UBS Securities LLC and General Electric Capital Corporation as
joint lead arrangers; UBS Securities LLC as sole book-runner,
syndication agent and documentation agent; UBS Loan Finance LLC as
swingline lender.

The committed $74,000,000 financing was comprised of (a) a
$18,000,000 term A loan facility; (b) a $44,000,000 term B loan
facility; and (c) a $12,000,000 revolving loan facility including
availability for letters of credit and swingline loans.

On July 14, 2008, the DIP facility was terminated after the Debtor
paid in full the claims under the DIP agreement.

The Debtors asked the Court to further extend their exclusive
periods to (i) file a Chapter 11 plan until Sept. 30, 2008, and
(ii) solicit acceptances of that plan until Nov. 30, 2008.  A
hearing is set for July 30, 2008, to consider the Debtors'
request.

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

                 Treatment of Interests and Claims

              Type                        Estimated     Estimated
Class         of Claims        Treatment  Amount        Recovery
-----         ---------        ---------  ----------    ---------
unclassified  administrative              $5,333,499    100%
               claims

unclassified  priority tax                $885,792      100%
               claims

unclassified  other priority                            100%  
               claims

1             secured lender   impaired   $285,538,106  100%
               claims

2             other secured    unimpaired $343,438      100%
               claims

3             general          impaired   $211,886,293  6%
               unsecured
               claims

4             cancelled        impaired   $139,239,126  0%
               intercompany
               claims

5             equity interest  impaired   --            0%

Class 1 and 3 are entitled to vote for the plan.  Under Chapter 7
liquidation, Class 1 is expected to recover between 18% and 26%,
while Class 3 will get nothing.

Administrative, priority tax and other priority claims will be
paid in full.

Holder of Class 1 secured lender claims will receive on behalf of
itself and the senior secured lenders payment in cash equal to the
full amount of the allowed secured lender claim.

Each holder of Class 2 other secured claims will get receive
either (i) the collateral secured the claims, or (ii) cash in an
amount equal to the value of the claims, but not exceeding the
value of the collateral securing the claim.

Each holder of Class 3 general unsecured claims will receive in
full its pro rata share of the liquidating trust fund.

Class 4 and 5 will not receive any distribution on account of
their claims under the plan.

A full-text copy of the Court's Plan Confirmation Order is
available for free at:

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

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

               http://ResearchArchives.com/t/s?2fc4  

A full-text copy of the Debtors' Joint Chapter 11 Plan of
Liquidation is available for free at:

               http://ResearchArchives.com/t/s?2fc5  

                        About Leiner Health

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

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

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


LID LTD: Plan Confirmation Hearing Slated for November 5
--------------------------------------------------------
The Hon. James M. Peck of the United States Bankruptcy Court
for the Southern District of New York will convene a hearing on
Nov. 6, 2006, at 10:00 a.m., at Courtroom 601 to consider
confirmation of the amended Chapter 11 plan of liquidation dated
Oct. 7, 2008, filed by L.I.D. Ltd.

Objections, if any, are due Oct. 31, 2008, at 4:00 p.m.

Judge Peck approved the Debtor's amended disclosure statement on
Oct. 10, 2008, in accordance with Section 1125 of the United
States Bankruptcy Code.  He also approved procedures proposed by
the Debtors for the solicitation and tabulation of plan votes.

Deadline for voting on the plan is Oct. 31, 2008.  Ballots must be
delivered to Adam L. Rosen of Silverman Acampora LLP, at 100
Jericho Quadrangle, Suite 300, in Jericho, New York.

                      Overview of the Plan

The Plan provides for the liquidation of the Debtor's assets and
the distribution to creditors in accordance with the Bankruptcy
Code.  All of the Debtor's physical assets -- including its
inventory -- were sold during the pendency of the Chapter 11 Case.  
On May 15, 2008, the Court authorized the Debtor to sell its
assets to Bidz.com Inc., AV Jewelry of New York, Fairway Diamond
Inc., and Kiran Jewels, for $32.5 million, free and clear of
liens and interests.  The Debtor intended to use the sale proceeds
to pay the secured claims of the banks, in part.

The banks have paid $1,117,500 in expenses related to the costs
associated with sale of the Debtor's inventory.

A full-text copy of the Assets Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?2c2e

The Debtor's remaining assets comprised of (i) claims which are
being pursued through litigation; (ii) $1 million in cash; and
(iii) $257,000 net operating loss carry receivable.

The remaining assets -- including avoidance actions and causes of
actions -- will be pursued by the distribution agent and the
proceeds will be distributed and used in accordance with the plan.

Bank Leumi USA, ABN AMRO Bank, N.V., Sovereign Bank in New
England, and HSBC Bank USA will contribute funds for the benefit
of creditors and holders of administrative expense claims.  The
carve-out funds represent $400,000 which is part of the banks'
collateral.

The Debtor entered into separate loan agreements with the banks
between March 1998 and April 2005, which loans are secured by a
lien on substantially all of the Debtor's assets and security
interests were properly perfected.  The Debtor borrowed as much as
$64 million in loans, which comprised of (i) $9.5 million from
Bank of Leumi; (ii) $30 million from ABN AMRO; (iii) $15 million
from Sovereign Bank; and (iv) $9.5 million from HSBC.

The plan classifies interests against and liens in the Debtor in
eight classes.  The classification of interests and claims are:

  Class          Type of Claims
  -----          --------------
  unclassified   administrative expenses
  unclassified   priority tax claims
  1              priority claims
  2              Bank Leumi USA claim
  3              ABN AMRO Bank, N.V. claim
  4              Sovereign Bank, New England claim
  5              HSBC Bank USA claim
  6              unsecured claims
  7              affiliate claims
  8              shareholder interests

Impaired Class 2, 3, 4, 5 are entitled to vote on the plan.

Administrative expenses and priority tax claims will be paid in
full in cash from the initial unsecured creditor distribution on
the plan's effective date.

Class 2, 3, 4 and 5 will receive their share of the proceeds of
the remaining collateral, which share to be calculated based on
their pro rata share of their claims, after the payment of the
carve-out funds and fee claims.

Each holder of Class 6 unsecured claim, totaling between $170,000
and $250,000, will receive a pro rata share in cash of the initial
unsecured creditor distribution funder.  Holders are expected to
receive between 40% and 100% of their allowed claims without
interest.

Holders of Class 7 affiliates claims will be subordinate to Class
6 with respect to distributions made under the plan.

Holders of Class 8 interests will not receive any distribution.
Interest will be canceled on the plan's effective date.

A full-text copy of the Debtor's Amended Chapter 11 Plan is
available for free at:

              http://ResearchArchives.com/t/s?33f2

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

              http://ResearchArchives.com/t/s?33f3

A full-text copy of the Debtor's Blacklined Amended Chapter 11
Plan is available for free at:

              http://ResearchArchives.com/t/s?33f4

A full-text copy of the Debtor's Blacklined Amended Disclosure
Statement is available for free at:

              http://ResearchArchives.com/t/s?33f4

A full-text copy of the Debtor's Liquidation Analysis is available
for free at:

              http://ResearchArchives.com/t/s?33f4

                         About L.I.D Ltd.

Headquartered in New York, L.I.D. Ltd., a jeweler, filed a chapter
11 petition on March 17, 2007 (Bankr. S.D. N.Y. Case No. 07-10725)
Avrum J. Rosen, Esq., at The Law Offices of Avrum J. Rosen and
Rochelle R. Weisburg, Esq., at Shiboleth, Yisraeli, Roberts &
Zisman LLP represent the Debtor in its restructuring efforts.   
No case trustee, examiner, or official committee of unsecured
creditors has been appointed in the case.  When the Debtor sought
protection from its creditors, it listed total assets of
$157,784,935 and total debts of $143,867,465.


LNR CDO: S&P Lowers Ratings on Eight Classes of Securities
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes from LNR CDO VI Ltd.'s series 2007-2.  Three of the
lowered ratings remain on CreditWatch with negative implications,
where they were placed on Sept. 22, 2008.  Concurrently, the
ratings on three other classes are affirmed, and one other class
remains on CreditWatch with negative implications.

The lowered ratings follow S&P's analysis of the transaction,
which was prompted by the downgrade of seven classes of commercial
mortgage-backed securities from GE Commercial Mortgage Corp.'s
series 2007-C1 Trust and four classes from Credit Suisse
Commercial Mortgage Trust Series 2006-C5.  The collateral for LNR
CDO VI includes eight classes from GE 2007-1, including six
classes that were downgraded, and six classes from CSCMT 2006-C5,
including four classes that were downgraded.

The four classes remaining on CreditWatch reflect the
transaction's exposure to three classes from CD 2007-CD4.  S&P
placed the ratings on six classes from CD 2007-CD4 on CreditWatch
with negative implications after the sixth-largest loan, Riverton
Apartments, was transferred to the special servicer.  The
CreditWatch negative placements on the ratings from LNR CDO VI
will remain in effect pending the resolution of the CreditWatch
negative placements on the ratings on CD 2004-CD4.

According to the Sept. 22, 2008, trustee report, the transaction's
current assets included 132 classes ($1.103 billion, 100%) of
pass-through certificates from 28 distinct CMBS transactions
issued in 2006 or 2007.  These CMBS transactions represent an
asset concentration of 10% or more of the total assets:

     -- Classes L, M, N, O, P, Q, and S from Greenwich Capital
        Commercial Funding Corp.'s series 2007-GG9
        ($149.7 million, 14%);

     -- Classes J, L, M, N, O, P, Q, and T from GE Commercial
        Mortgage Corp. Series 2007-C1 Trust ($116.6 million, 11%).

     -- Classes K, L, M, N, O, P, Q, S, T, and U from Wachovia
        Bank Commercial Mortgage Trust's series 2007-C31
        ($110.9 million, 10%).

LNR CDO VI also has these asset exposures:

     -- Classes K, L, M, N, O, and P from CSCMT 2006-C5
        ($20.9 million, 2%).

     -- Classes L, M, and N from CD 2007-CD4 ($28.3 million, 3%).  

The aggregate principal balance of the assets totaled
$1.103 billion, down $297,067 since issuance.  The reduction is
primarily due to principal losses realized on first-loss CMBS
assets, which currently represent $349.6 million (32%) of the
asset pool.  The aggregate principal balance of the liabilities
totaled $1.103 billion, which has not changed since issuance.  
Since the last downgrade of LNR CDO VI on July 25, 2008, S&P has
downgraded $223.9 million (20%) in CMBS held as collateral in LNR
CDO VI.

S&P's analysis indicates that the current asset pool exhibits
weighted average credit characteristics consistent with 'B-' rated
obligations.  Excluding first-loss CMBS assets, the current asset
pool exhibits credit characteristics consistent with 'B+' rated
obligations, down from 'BB-' as of the last rating action on
July 25, 2008.  Standard & Poor's rates $608.1 million (55%) of
the assets.

As referenced above, the CreditWatch negative placements on the
ratings from LNR CDO VI will remain in effect pending the
resolution of the CreditWatch negative placements on the ratings
on CD 2004-CD4.

       Ratings Lowered and Removed from Creditwatch Negative

LNR CDO VI Ltd.
Collateralized debt obligations series 2007-2

               Rating
               ------
Class    To              From
-----    --              ----
A-1      AA              AA+/Watch Neg
A-2      AA              AA+/Watch Neg
B        A               A+/Watch Neg
C        BBB-            BBB/Watch Neg
D        BB+             BBB-/Watch Neg

       Ratings Lowered and Remaining on Creditwatch Negative

LNR CDO VI Ltd.
Collateralized debt obligations series 2007-2

               Rating
               ------
Class    To              From
-----    --              ----
F        B+/Watch Neg    BB/Watch Neg
G        B-/Watch Neg    B+/Watch Neg
H        CCC/Watch Neg   CCC+/Watch Neg

             Rating Remaining on Creditwatch Negative

LNR CDO VI Ltd.
Collateralized debt obligations series 2007-2

Class    Rating
-----    ------
E        BB+/Watch Neg

                        Ratings Affirmed

LNR CDO VI Ltd.
Collateralized debt obligations series 2007-2

Class         Rating
-----         ------
J             CCC-
K             CCC-
L             CCC-


LOS CUATRO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Los Cuatro Amigos, Inc.
        305 N. Euclid Avenue
        Bay City, MI 48706

Bankruptcy Case No.: 08-23077

Chapter 11 Petition Date: October 15, 2008

Court: Eastern District of Michigan (Bay City)

Judge: Daniel S. Opperman

Debtor's Counsel: Keith A. Schofner, Esq.
                  kaschofner@lambertleser.com
                  916 Washington Avenue, Suite 309
                  Bay City, MI 48708
                  Tel: (989) 893-3518
                  Fax: (989)894-2232

Estimated Assets: $100,000 to $1,000,000

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

Los Cuatro Amigos' chapter 11 petition with a list of 20 largest
unsecured creditors is available for free at:

               http://researcharchives.com/t/s?33e9


MAGNA ENTERTAINMENT: $40MM Loan Maturity Date Extended to Nov. 17
-----------------------------------------------------------------
Magna Entertainment Corp. announced changes to certain of its
financing arrangements including:

   * extending the maturity date of its $40 million senior secured
     revolving credit facility with a Canadian chartered bank from
     Oct. 15, 2008 to Nov. 17, 2008; and

   * extending the maturity date of its bridge loan facility with
     a subsidiary of MI Developments Inc., MEC's controlling
     shareholder, from Oct. 31, 2008 to Dec. 1, 2008 and
     increasing the maximum commitment available from $110 million
     to $125 million.

MEC is also now permitted to redraw amounts that it repaid in July
2008 (approximately $4.5 million) such that the amount available
to MEC under the Bridge Loan will be increased by approximately
$19.5 million.

Also, further draws under the Bridge Loan will not be permitted
after November 17, 2008 unless the Senior Bank Facility is further
extended or replaced.

MEC has received a notice from the MID Lender advising that a
required repayment of $100.0 million under the Gulfstream Park
project financing with the MID Lender has also been extended to
Dec. 1, 2008, during which time any repayments made under the
Gulfstream Park facility or Remington Park facility will not be
subject to a make-whole payment.

                    About Magna Entertainment

Headquartered in Aurora, Ontario, Magna Entertainment Corp.
(Nasdaq: MECA)(TSX: MEC.A) -- http://www.magnaentertainment.com/     
-- acquires, develops, owns and operates horse racetracks and
related pari-mutuel wagering operations, including off-track
betting facilities.  The company also develops, owns and operates
casinos in conjunction with its racetracks where permitted by law.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 20, 2008,
Ernst & Young LLP in Toronto, Canada, expressed substantial doubt
about Magna Entertainment Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.  The auditing
firm pointed to the company's recurring operating losses and
working capital deficiency.

The company has incurred net losses of $67.7 million for the six
months ended June 30, 2008, and at June 30, 2008, had an
accumulated deficit of $577.8 million and a working capital
deficiency of $151.1 million.  At June 30, 2008, the company had
$229.8 million of debt that matures in the 12-month period ending
June 30, 2009, including amounts owing under its $40.0 million
senior secured revolving credit facility with a Canadian financial
institution, which is scheduled to mature on Aug. 15, 2008,
amounts owing under the amended Bridge Loan, which is scheduled to
mature on Aug. 31, 2008, and its obligation to repay
$100.0 million of indebtedness under the Gulfstream Park project
financings with a subsidiary of MID by Aug. 31, 2008.


MAJESTIC STAR: S&P Puts 'D' Rating After Nonpayment of Interest
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Las Vegas, Nevada-based Majestic Star Casino LLC to 'D'
from 'CCC-'.

In addition, the issue-level ratings on the senior secured notes
and senior unsecured notes co-issued by the company and Majestic
Star Casino Capital Corp. were lowered to 'D' from 'CCC' and 'C',
respectively.

Also, the issue-level rating on the company's secured revolving
credit facility was lowered to 'CC' from 'CCC+'.

Lastly, the rating on Majestic Holdco LLC's senior unsecured
discount notes, co-issued by Majestic Star Holdco LLC, was
affirmed at 'C'.

The rating actions stem from the company's announcement that it
does not intend to make the Oct. 15, 2008 interest payment on each
of the two notes issues of the company and Majestic Star Casino
Capital Corp.  A payment default has not occurred relative to the
legal provisions of the notes since there is a 30-day grace period
to make the payments.  However, Standard & Poor's considers a
default to have occurred when a payment related to an obligation
is not made, even if a grace period exists, when the nonpayment is
a function of the borrower being under financial stress--unless
S&P is confident that the payment will be made in full during the
grace period.

While the company has not yet missed a payment on its senior
secured revolving credit facility, if the interest payments are
not made prior to the expiration of the 30-day grace period under
the indentures, the noteholders or trustee will have the right to
accelerate the indebtedness, which would result in a cross-default
under the senior secured revolving credit facility.

Therefore, S&P's rating on the senior secured revolving credit
facility was lowered to 'CC'.  S&P's 'C' rating on the senior
unsecured discount notes issued by Majestic Star's parent company,
Majestic HoldCo LLC, was affirmed.  However, while the first cash
interest payment on these notes is April 15, 2009, there is a
cross-default provision in the discount notes indenture that
allows the HoldCo creditors to accelerate such indebtedness.


MAMC FOUR: Case Summary & Two Largest Unsecured Creditors
---------------------------------------------------------
Debtor: MAMC Four Ambassadors 5-100 LLC
        as succesor in Interest to Brickell
        Yacht Club at Four Ambassadors, LLC
        3250 Mary St., #402
        Miami, FL 33133

Bankruptcy Case No.: 08-25254

Chapter 11 Petition Date: October 15, 2008

Court: Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Jay M. Gamberg, Esq.
                  Lbernstein@gamberglaw.com
                  4000 Hollywood Blvd., #350N
                  Hollywood, FL 33021
                  Tel: (954) 981-4411
                  Fax: (954) 966-6259

Total Assets: $5,000,000

Total Debts: $837,215

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

            http://bankrupt.com/misc/flsb08-25254.pdf


MARIA CRISTINA DOMENECH: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------------
Debtor: Maria Cristina Perez Domenech
        100 Gran Blv. Paseos
        Suite 112 PMB 299
        San Juan, PR 00926

Bankruptcy Case No.: 08-06902

Chapter 11 Petition Date: October 15, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Luis D. Flores Gonzalez, Esq.
                  ldfglaw@coqui.net
                  Luis D. Flores Gonzalez Law Office
                  80 Calle Georgetti, Suite 202
                  San Juan, PR 00925-3624
                  Tel: (787) 758-3606
                  Fax: (787) 753-5317

Total Assets: $1,867,650

Total Debts: $1,094,586

Debtor's Largest Unsecured Creditor:

   Entity                          Claim Amount
   ------                          ------------
   Anhatta, Inc.                         $4,500
   Plaza Cupey Gardens #200
   San Juan, PR 00926


ML-CFC: Fitch Chips Ratings on Four Classes of Certificates
-----------------------------------------------------------
Fitch downgraded, removed from Rating Watch Negative, and assigned
Outlooks to these classes of ML-CFC commercial mortgage pass-
through certificates series 2006-3:

  -- $21.2 million class H to 'BB+' from 'BBB-' Outlook Stable;
  -- $12.1 million class J to 'BB' from 'BB+' Outlook Stable;
  -- $6.1 million class K to 'BB-'from 'BB' Outlook Stable;
  -- $9.1 million class L to 'B+' from 'BB-' Outlook Negative.

Additionally, Fitch affirmed and maintains outlooks on these
classes:

  -- $49.9 million class A-1 at 'AAA'; Outlook Stable;
  -- $163 million class A-2 at 'AAA'; Outlook Stable;
  -- $34 million class A-3 at 'AAA'; Outlook Stable;
  -- $118 million class A-SB at 'AAA' Outlook Stable;
  -- $971.8 million class A-4 at 'AAA'; Outlook Stable;
  -- $320.4 million class A-1A at 'AAA'; Outlook Stable;
  -- $242.5 million class AM at 'AAA'; Outlook Stable;
  -- $191 million class AJ at 'AAA'; Outlook Stable;
  -- Interest only class XP at 'AAA'; Outlook Stable;
  -- Interest only class XC at 'AAA'; Outlook Stable;
  -- $48.5 million class B at 'AA'; Outlook Stable;
  -- $18.2 million class C at 'AA-'; Outlook Stable;
  -- $48.5 million class D at 'A'; Outlook Stable;
  -- $21.2 million class E at 'A-'; Outlook Stable;
  -- $6.1 million class M at 'B'; Outlook Negative;
  -- $6.1 million class N at 'B-'; Outlook Negative;
  -- $3 million class P at 'B-/DR1'.

Fitch also affirmed and revises Outlooks on these classes:

  -- $36.4 million class F at 'BBB+'; Outlook Stable;
  -- $24.3 million class G at 'BBB'; Outlook Stable.

The $23.5 million class Q and interest only class XR are not rated
by Fitch.

The downgrades of classes H, J, K, and L are due to the resolution
of three loans in special servicing.  Two loans were secured by
adjoining multifamily properties located in Webster, Texas, and
were in special servicing as a result of the borrowing entity,
controlled by MBS Cos., filing for bankruptcy.  The average actual
loss severity for the loans was 31.5%, which is moderately lower
than Fitch's expected loss severity on these loans from the March
2008 review.  One additional loan that was previously controlled
by MBS Cos. and in special servicing has been assumed and returned
to the master servicer.

The affirmations are due to limited pay down since issuance.  As
of the September 2008 distribution report, the transaction has
paid down 2.1% to $2.37 billion from $2.43 billion at issuance.  
The Rating Outlooks reflect the likely direction of any rating
changes over the next one or two years.  Loan maturities range
from 2011 to 2024, with 86.3% of the pool scheduled to mature in
2016.  Fitch has identified 18 loans of concern (5.1%).

The largest loan in the pool (10.4%) is secured by a portfolio of
six hotels located in six markets: Cary, NC; Portland, OR; Tampa,
FL; Charleston, WV; Seaside, CA; and Topeka, KS.  The properties
are well located in their respective markets and are proximate to
downtown areas, airports, universities, and convention centers.  
As of June 2008, occupancy for the portfolio was 75%, inline with
performance at issuance.  The portfolio's debt service coverage
ratio improved to 1.72 times(x) from 1.30(x) at issuance.

Stonestown Galleria (6.6%), a retail mall located in San
Francisco, California, has experienced performance declines.  
Occupancy as of June 2008 has decreased to 82% from 96% at
issuance.  As a result, the net operating income DSCR has declined
to 1.84x from 2.17x at issuance.  The sponsor, General Growth
Properties, continues to face difficulty leasing the vacant space.  
At origination, the pooled shadow rating was 'A+', which was
several notches above the standalone rating.  Due to the
challenges the property faces, the loan's stand alone rating is no
longer considered investment grade and therefore does not continue
to receive pooling benefit.


MLMT COMMERCIAL: Fitch Affirms All Ratings; Assigns Stable Outlook
------------------------------------------------------------------
Fitch Ratings has affirmed all classes of notes for MLMT
Commercial Mortgage Trust 2007-C1 and has assigned Rating Outlook
as outlined below:

  -- $48.8 million class A-1 at 'AAA'; Outlook Stable;
  -- $298.9 million class A-2 at 'AAA'; Outlook Stable;
  -- $200 million class A-2FL at 'AAA'; Outlook Stable;
  -- $322.2 million class A-3 at 'AAA'; Outlook Stable;
  -- $130 million class A-3FL at 'AAA'; Outlook Stable;
  -- $90.3 million class A-SB at 'AAA'; Outlook Stable;
  -- $442.2 million class A-4 at 'AAA'; Outlook Stable;
  -- $1.3 billion class A-1A at 'AAA'; Outlook Stable;
  -- $405 million class AM at 'AAA'; Outlook Stable;
  -- $134.1 million class AJ at 'AAA'; Outlook Stable;
  -- $200 million class AJ-FL at 'AAA'; Outlook Stable;
  -- Interest-only class X at 'AAA'; Outlook Stable;
  -- $86.1 million class B at 'AA'; Outlook Stable;
  -- $40.5 million class C at 'AA-'; Outlook Stable;
  -- $45.6 million class D at 'A'; Outlook Stable;
  -- $45.6 million class E at 'A-'; Outlook Stable;
  -- $50.6 million class F at 'BBB+'; Outlook Stable;
  -- $40.5 million class G at 'BBB'; Outlook Stable;
  -- $40.5 million class H at 'BBB-'; Outlook Stable;
  -- $15.2 million class J at 'BB+'; Outlook Stable;
  -- $15.2 million class K at 'BB'; Outlook Stable;
  -- $10.1 million class L at 'BB-'; Outlook Stable;
  -- $10.1 million class M at 'B+'; Outlook Stable;
  -- $10.1 million class N at 'B'; Outlook Stable;
  -- $5.1 million class P at 'B-'; Outlook Stable.

Fitch does not rate the $60.8 million class Q.

The affirmations are the result of stable performance and minimal
paydown since issuance.  Rating Outlooks reflect the likely
direction of any rating changes over the next one to two year.  As
of the September 2008 distribution date, the pool's certificate
balance has decreased 0.2% to $4.04 billion from $4.05 billion at
issuance.  159 loans (84%) are interest-only or partial interest-
only and there are no near term maturities.

The Encanto - SLB Puerto Rico retail portfolio, located in Puerto
Rico (0.4%), maintains an investment-grade shadow rating.  The
loan is secured by an 18 property portfolio totaling 66,101 square
feet, and remains 100% occupied by Encanto Restaurants, Inc.  The
servicer reported debt service as of year-end 2007 is 1.77 times
as compared to 1.89x at issuance.

At issuance, there was one loan (2.8%) secured by a 392,000 sf
office building located in Washington, DC that was in the process
of stabilizing.  The loan continues to have servicer reported
year-end 2007 debt-service coverage ratio less than 1.0 times,
Fitch has reviewed the updated occupancy, reserve expenditure, and
cash flow information for this loan and has determined that it is
in-line with the stabilization schedule set forth at issuance.
Fitch will continue to monitor this loan.

The largest loan (9.5%) in the transaction, the Empirian Portfolio
Pool 1, is collateralized by 78 rental housing communities located
in 66 cities across eight states.  Occupancy as of March 2008 was
94.8% compared to 94.4% at issuance.  The servicer reported YE
2007 DSCR was 1.55x compared to 1.52x at issuance.

The second largest loan (8.2%) in the transaction, Empirian
Portfolio Pool 3, is secured by a 79 rental housing communities
located in 61 cities across eight states.  Occupancy as of March
2008 was 95.2% compared to 93.4% at issuance.  The servicer
reported YE 2007 DSCR was 1.57x compared to 1.52x at issuance.

Fitch introduced Rating Outlooks for U.S. structured finance in
September 2008 to provide investors with forward-looking analysis
for a structured finance tranche's credit performance.  Fitch's
Rating Outlook indicates the likely direction of any rating change
over a one- to two-year period and may be Positive, Negative,
Stable or, occasionally, Evolving.


MORGAN STANLEY: Moody's Affirms Ratings on 28 Classes of Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 28
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Trust 2007-IQ16.

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

As of the Sept. 12, 2008, remittance report, the trust collateral
consisted of 234 loans with an aggregate principal balance of
$2.59 billion, compared with the same number of loans with a
$2.60 billion aggregate balance at issuance.  The master
servicers, Capmark Finance Inc., Wells Fargo Bank N.A., and NCB
N.A., reported financial information for 88% of the loans in the
pool, 82% of which was year-end 2007 data.  Based on this
information, Standard & Poor's calculated a weighted average debt
service coverage of 1.38x, compared with 1.30x at issuance.  All
of the loans in the pool are current except for two 30-plus-days
delinquent loans ($9.2 million, 0.4%), and none of the loans in
the pool are with the special servicer.  To date, the trust has
not experienced any losses.

Twenty-three loans ($175.3 million, 6.8%) in the pool have
reported low DSCs, three of which are credit concerns.  These
three loans have experienced a combination of declining occupancy
and higher operating expenses and were stressed in S&P's analysis.   
The 23 loans are secured by a variety of retail, multifamily,
lodging, self-storage, and office properties, have an average
balance of $7.6 million, and have experienced a weighted average
decline in DSC of 38% since issuance.  The remaining 20 loans have
mitigating factors that offset S&P's concern with their low DSCs;
some have seen improvements in occupancy and some have structural
features that mitigate the low coverage.

The top 10 exposures secured by real estate have an aggregate
principal balance of $952.6 million and a weighted average DSC of
1.47x, up from 1.38x at issuance.  The calculations include
additional debt service for four of the top 10 exposures that have
initial interest-only periods but did not begin to fully amortize
in 2007.  Two of the top 10 exposures are on the master servicers'
watchlist and are discussed below.  Standard & Poor's reviewed the
property inspection reports provided by the master servicers for
two of the assets underlying the top 10 exposures.  One was
characterized as "poor," while the other was characterized as
"good."  The remaining property inspections were not available and
are scheduled to be performed before the end of the year.

The following eight loans had credit characteristics consistent
with those of investment-grade obligations at issuance and still
continue to exhibit these characteristics: Ferrell-Duncan Medical
Clinic; Walgreens - Brooklyn; Land - Monroe, N.J.; Brooks Holding
Corp.; Canal Studio Corp.; 286 6th Ave. Corp.; and 51 Seventh
Housing Corp.  Standard & Poor's adjusted values for these loans
are comparable to their levels at issuance.

The master servicers reported a watchlist of 24 loans totaling
$311.4 million (12%).  The sixth- and eighth-largest loans appear
on the watchlist.  Details are:

     -- The largest loan on the watchlist and sixth-largest loan
        in the pool, the Wyvernwood Garden Apartments loan
        ($86 million, 3%), is secured by a 1,187-unit, 151-
        building apartment complex in Los Angeles, California.  
        The loan appears on the watchlist because the servicer
        received a poor assessment from the inspector.  The
        inspector noted numerous items of deferred maintenance but
        also noted that the property has been in the same
        condition for years.  As of year-end 2007, the reported
        DSC was 1.18x and occupancy was 93.2%, compared with 1.23x
        DSC and 94% occupancy at issuance.

     -- The eighth-largest loan, the Milford Crossing loan
        ($75.5 million, 3%), is secured by a 379,685-sq.-ft.
        retail power center in Milford, Connecticut.  The property
        is anchored by Wal-Mart, along with eight nationally
        recognized junior anchor tenants occupying 89% of the net
        rentable area on long-term triple-net leases.  The loan
        appears on the watchlist due to a DSC of 1.01x, compared
        with 1.05x at issuance.  Occupancy was 97% as of year-end
        2007, down slightly from 99% at issuance.

Standard & Poor's identified six properties in areas affected by
Hurricane Ike with a total balance of $22.9 million (1%).  The
master servicers notified S&P that one property ($8.3 million)
experienced minimal damage but could not confirm whether the other
five properties were damaged.  The information on the insurance
coverage for these five properties is not available.  S&P will
continue to evaluate information on the properties as it becomes
available.

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

                         Ratings Affirmed

Morgan Stanley Capital I Trust 2007-IQ16
Commercial mortgage pass-through certificates

Class         Rating   Credit enhancement
-----         ------   ------------------
A-1           AAA            30.04%
A-1A          AAA            30.04%
A-2           AAA            30.04%
A-3           AAA            30.04%
A-4           AAA            30.04%
A-M           AAA            20.03%
A-MFL         AAA            20.03%
A-MA          AAA            20.03%
A-J           AAA            12.52%
A-JFL         AAA            12.52%
A-JA          AAA            12.52%
B             AA+            11.77%
C             AA             10.77%
D             AA-            10.14%
E             A+              8.64%
F             A               8.14%
G             A-              6.76%
H             BBB+            5.76%
J             BBB             4.76%
K             BBB-            3.51%
L             BB+             3.13%
M             BB              2.75%
N             BB-             2.38%
O             B+              1.75%
P             B               1.50%
Q             B-              1.13%
X-1           AAA              N/A
X-2           AAA              N/A

N/A -- Not applicable.


MORGAN STANLEY: Fitch Holds Six Low-B Ratings; Puts Neg. Outlook  
----------------------------------------------------------------
Fitch Ratings affirmed and assigned Outlooks to Morgan Stanley
Capital 1 Trust series 2007-HQ12 commercial mortgage pass-through
certificates as:

  -- $38.1 million class A-1 at 'AAA'; Outlook Stable;
  -- $364.9 million class A-1A at 'AAA'; Outlook Stable;
  -- $289.1 million class A-2 at 'AAA'; Outlook Stable;
  -- $395.0 million class A-2FL at 'AAA'; Outlook Stable;
  -- $131.5 million class A-3 at 'AAA'; Outlook Stable;
  -- $66.4 million class A-4 at 'AAA'; Outlook Stable;
  -- $83.0 million class A-5 at 'AAA'; Outlook Stable;
  -- $170.9 million class A-M at 'AAA'; Outlook Stable;
  -- $25.0 million class A-MFL at 'AAA'; Outlook Stable;
  -- $53.0 million class A-J at 'AAA''; Outlook Stable;
  -- $91.4 million class A-JFL at 'AAA'; Outlook Stable;
  -- $1,955.5 million class X at 'AAA'; Outlook Stable;
  -- $41.6 million class B at 'AA'; Outlook Stable;
  -- $22.0 million class C at 'AA-'; Outlook Stable;
  -- $24.5 million class D at 'A'; Outlook Stable;
  -- $14.7 million class E at 'A-'; Outlook Stable;
  -- $24.5 million class F at 'BBB+'; Outlook Stable;
  -- $22.0 million class G at 'BBB'; Outlook Negative;
  -- $22.0 million class H at 'BBB-'; Outlook Negative;
  -- $14.7 million class J at 'BB+'; Outlook Negative;
  -- $4.9 million class K at 'BB'; Outlook Negative;
  -- $7.3 million class L at 'BB'-; Outlook Negative;
  -- $4.9 million class M at 'B+'; Outlook Negative;
  -- $4.9 million class N at 'B'; Outlook Negative;
  -- $4.9 million class O at 'B-'; Outlook Negative;

The $4.9 million P and Q classes remain 'CCC'.

Fitch does not rate class S.

The affirmations are the result of stable performance and minimal
paydown since issuance.  Rating Outlooks reflect the likely
direction of any rating changes over the next one to two years.  
As of the September 2008 distribution date, the transaction has
paid down 0.15% to $1.956 billion.  The collateral consists of 100
loans on multifamily and commercial real estate properties in 31
states.  There are currently no delinquent or specially serviced
loans.

Fitch reviewed the transaction's four shadow rated loans and their
underlying collateral: 529 Fifth Avenue (3.32%), Deptford Mall
(3.07%), Mark Hotel Land Loan (2.97%) and The Gentry Apartments
(0.40%).  Due to their stable performance, the loans maintain
investment grade shadow ratings.  Occupancy at 529 Fifth Avenue
had risen to 100% by Dec. 31, 2007, after dropping temporarily
during 2007.  The Mark Hotel Land Loan is secured by a ground
lease, and as such, income remained stable in line with the ground
rent payment.  Occupancy levels also remained stable at Deptford
Mall and the Gentry Apartments.

In total, four loans (10.57% of the pool) are considered Fitch
LOCs, including the second largest loan.  The loan, Parkoff
Portfolio (8.7%), is secured by a portfolio of multifamily
buildings in New York City and had a servicer reported debt
service coverage ratio of 0.8 times at Dec. 31, 2007.  The
properties are currently undergoing a stabilization plan that
entails converting rent stabilized units to market units.  Thus
far, income has fallen below Fitch's expectations due to slower
progress in converting units as well as higher than expected
expenses.  However, the borrower has a self administered debt
service reserve from owner's equity that would cover for more than
seven years if necessary.

The second and third loans of concern (1.8%) are also secured by
multifamily buildings located in New York City and share the same
sponsor.  The properties are currently undergoing a stabilization
plan and conversion of the rent stabilized units to market is
slightly behind schedule resulting in low Year End 2007 DSCRs of
0.36x and (0.15x), respectively.  However, debt service reserves
are in place.  In addition, somewhat mitigating the poor
performance is the presence of subordinate debt.

Fitch is closely monitoring its loans of concerns, which are
reflected in the negative outlooks on the lower rated classes in
the deal.  However, affirmations are warranted at this time due to
minimal near-term maturity risk as none of the loans mature prior
to 2012.


MORGAN STANLEY: Fitch Holds Five Low-B Ratings with Stable Outlook
------------------------------------------------------------------
Fitch Ratings affirmed and assigned Outlooks to the Morgan Stanley
Capital 1 Trust series 2007-IQ13 commercial mortgage pass-through
certificates as:

  -- $36.7 million class A-1 at 'AAA'; Outlook Stable;
  -- $474.6 million class A-1A at 'AAA'; Outlook Stable;
  -- $114.8 million class A-2 at 'AAA'; Outlook Stable;
  -- $64 million class A-3 at 'AAA'; Outlook Stable;
  -- $448.8 million class A-4 at 'AAA'; Outlook Stable;
  -- $163.9 million class A-M at 'AAA'; Outlook Stable;
  -- $149.6 million class A-J at 'AAA'; Outlook Stable;
  -- $1,632.9 million class X at 'AAA'; Outlook Stable;
  -- $130.1 million class X-Y at 'AAA'; Outlook Stable;
  -- $32.8 million class B at 'AA'; Outlook Stable;
  -- $16.4 million class C at 'AA-'; Outlook Stable;
  -- $16.4 million class D at 'A'; Outlook Stable;
  -- $14.3 million class E at 'A-'; Outlook Stable;
  -- $18.4 million class F at 'BBB+'; Outlook Stable;
  -- $14.3 million class G at 'BBB'; Outlook Stable;
  -- $18.4 million class H at 'BBB-'; Outlook Stable;
  -- $8.2 million class J at 'BB+'; Outlook Stable;
  -- $2 million class K at 'BB'; Outlook Stable;
  -- $4.1 million class L at 'BB-'; Outlook Stable;
  -- $6.1 million class M at 'B+'; Outlook Stable;
  -- $2 million class N at 'B'; Outlook Stable;

Fitch does not rate classes O and P.

The affirmations are the result of stable performance since
issuance.  The Outlooks reflect the likely direction of any rating
changes over the next one to two years.  The transaction has paid
down 0.6% since issuance to $1.63 billion from $1.64 billion.  The
collateral consists of 174 loans on multi-family and commercial
real estate properties in 32 states, with no state concentration
exceeding 12.8%.  Thirty-eight loans on co-op apartment buildings
(8%) have investment grade shadow ratings.

Fitch considers six loans (1.56%) to be Fitch Loans of Concern.  
The largest of these loans (0.53%) is secured by a multi-family
property in Los Angeles, California and has experienced a decline
in occupancy and provided inconsistent financial reporting.  The
second largest Loan of Concern (0.49%) is secured by a retail
center in Apache Junction, Arizona and has experienced decreased
occupancy due to a major tenant vacating the property.

The four other Fitch Loans of Concern (1.03%) have debt service
coverage ratios below 1.0 times generally due to decreased
occupancies and increased expenses.  The note rates on loans in
this transaction range from 5.44% through 6.61%, with all but two
loans maturing after 2015.


MYERS MILL: U.S. Trustee Schedules 341(a) Meeting for October 29
----------------------------------------------------------------
The United States Trustee for the Eastern District of North
Carolina will convene a meeting of creditors of Myers Mill LLC at
10:00 a.m., on Oct. 29, 2008, at the Wilson 341 Meeting Room in
North Carolina.

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 Charlotte, North Carolina, real estate company
Myers Mill LLC filed for Chapter 11 protection on Sept. 22, 2008
(Banrk. E.D. N.C. Case No. 08-06508).  Trawick H Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina,
represents the debtor as counsel.


MYERS MILL: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Myers Mill LLC delivered to the United States Bankruptcy Court for
the Eastern District of North Carolina its schedules of assets and
liabilities, disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                $11,720,654
   B. Personal Property             $2,265,986
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $10,259,591
      Secured Claims
   E. Creditors Holding                                    $0
      Unsecured Priority
      Claims
   F. Creditors Holding                              $558,181
      Unsecured Nonpriority
      Claims
                                   -----------   ------------
      TOTAL                        $13,986,640    $10,817,772

Headquartered in Charlotte, North Carolina, real estate company
Myers Mill LLC filed for Chapter 11 protection on Sept. 22, 2008
(Banrk. E.D. N.C. Case No. 08-06508).  Trawick H Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina,
represents the debtor as counsel.


NEXIA HOLDINGS: Unveils Real Estate Acquisition Strategy
--------------------------------------------------------
Nexia Holdings, Inc., disclosed in a Securities and Exchange
Commission filing a summary of real estate acquisition strategy.

Nexia's plans for growing its real estate portfolio and creating
value for its shareholders will center on a concept that the
company will call "real estate backed securities."  The plan is to
capitalize upon large portfolios of residential real estate held
by banks as a result of subprime or other foreclosed loans
underwritten by banks or other financial institutions.

Full-text copy of Nexia's summary of real estate acquisition
strategy is available free of charge at:

               http://researcharchives.com/t/s?33d2


                        About Nexia Holdings

Headquartered in Salt Lake City, Utah, Nexia Holdings Inc. (OTC
BB: NEXA) -- http://www.nexiaholdings.com/-- is a diversified
holdings company with operations in real estate, health & beauty,
and fashion retail.  Nexia owns a majority interest in Landis
Lifestyle Salon, a hair salon built around the AVEDA(TM) product
lines.  Through its Style Perfect Inc. subsidiary, Nexia owns the
retail and design firm Black Chandelier and its related brands.

                        Going Concern Doubt

Hansen Barnett & Maxwell, P.C., in Salt Lake City, expressed
substantial doubt Nexia 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 company has incurred cumulative losses from operations through
June 30, 2008, of $27,020,252, and has a working capital deficit
of $2,569,857.  The company reported a net loss of $768,333 on
total revenue of $680,439 for the second quarter ended June 30,
2008, compared with a net loss of $868,384 on total revenue of
$739,610 in the same period last year.

The company's consolidated balance sheet at June 30, 2008, showed
$3,910,593 in total assets, $12,111,986 in total liabilities, and
$174,568 in minority interest, resulting in a $8,375,961
stockholders' deficit.  It has defaulted on several of its
liabilities, has closed three retail clothing stores, and has
entered into agreements to sell one of its commercial real estate
properties.


NOEMI BAEZA: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Noemi Baeza
        612 Ebb Tide Place
        Seal Beach, CA 90740

Bankruptcy Case No.: 08-16551

Chapter 11 Petition Date: October 15, 2008

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Todd B. Becker, Esq.
                  veloz@toddbeckerlaw.com
                  Law Offices of Todd B Becker
                  3750 E Anaheim St., Suite 100
                  Long Beach, CA 90804
                  Tel: (562) 495-1500
                  Fax: (562) 494-8904

Total Assets: $1,032,993

Total Debts: $1,977,414

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


OLD TOWNE: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Old Towne, LLC
        521 E. Morehead Street, Suite 405
        Charlotte, NC 28202

Bankruptcy Case No.: 08-07170

Chapter 11 Petition Date: October 15, 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

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Old Towne's chapter 11 petition with a list of 10 largest
unsecured creditors is available for free at:

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


PACIFIC LIFESTYLE: Files for Chapter 11 Bankruptcy in Tacoma
------------------------------------------------------------
Pacific Lifestyle Homes Inc., one of the largest home builders in
Portland, has filed for bankruptcy, the Portland Business Journal
(Oregon) reported Wednesday.

The report says that Pacific Lifestyle Homes is the fourth biggest
Portland homebuilder to file for bankruptcy this year.  The first
three were Marnella Homes, Legend Homes and Renaissance Homes.

Pacific's CEO Kevin Wann said that the bankruptcy filing will
allow the the company to restructure its capital and reorganize
its finances.

"By filing for voluntary reorganization we are preserving our
ability to stay in business and continue to serve our customers,"
said Mr. Wann.

According to the report, the company may just close 125 homes this
year, compared to the 350 homes it sold at the market's peak in
2005.  It has nearly $56 million in bank debt.

The company will offer "in a liquidation sale" some 60 homes it
has completed in the Portland/Vancouver metro area, including
several communities in Southwest Washington and in Happy Valley
and Salem, Oregon, as part of its Chapter 11 filing.

The company plans to exit exit bankruptcy by next summer.

Based in Vancouver, Washington, Pacific Lifestyle Homes, Inc. is a
hombuilder throughout Southwest Washington and Northern Oregon.
The company filed for Chapter 11 relief on Oct. 16, 2008 (Bankr.
W.D. Wash. 08-45328).  Steven M. Hedberg, Esq., at Perkins Coie
LLP represents the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed assets of $50 million to
$100 million, and debts of $50 million to $100 million.  


PACIFIC LIFESTYLE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Pacific Lifestyle Homes, Inc.
        11815 NE 99th Street
        Vancouver, WA 98682

Bankruptcy Case No.: 08-45328

Type of Business: The Debtor is a homebuilder.  On Oct. 15 and 16,
                  2008, several corporations were merged into the
                  Pacific Lifestyle Holdings Inc., as the
                  surviving corporation.  PLHI was change to
                  Pacific Lifestyle Homes Inc.
                  See: http://www.pacificlifestylehomes.com/

Chapter 11 Petition Date: October 16, 2008

Court: Western District of Washington (Tacoma)

Debtor's Counsel: Steven M. Hedberg, Esq.
                  SHedberg@perkinscoie.com
                  Perkins Coie LLP
                  1120 NW Couch St., 10th Floor
                  Portland, OR 97209
                  Tel: (503) 727-2005

Estimated Assets: $50 million $100 million

Estimated Debts: $50 million $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Parsons RCI Inc.                                 $397,617
PO Box 601179                 
Pasadena, CA 91189-1179       

Walker-Callaham Joint Venture                    $281,500
27201 NE 10th Avenue          
Ridgefield, WA 98642          

Macadam Flooring                                 $190,143
6140 SW Macadam               
Portland, OR 97239            

Lumbermen's Building Centers                     $189,049

Parr Lumber                                      162,428

Westside Drywall Inc.                            $155,764

State of Washington           Banner             $130,190
Department of Revenue         Properties, Inc.;
                              Excise Tax Due to
                              WA Dept of Rev;
                              UBI 602-436-147;
                              Pacific Lifestyle
                              Homes, Inc

Gale Interior Solutions                          $122,548

Fettig Construction Inc.                         $96,424

Bank of America                                  $84,501

North Pacific Supply Co., Inc.                   $77,272

Scott Lee Excavating, Inc.                       $72,129

Trinity Carpet                                   $70,121

Western Pacific Building                         $64,811
Materials, Inc.               

Milgard Manufacturing, Inc.                      $63,037

Martin Roofing of SW WA, Inc.                    $58,317

Merriman Plumbing Company                        $57,217

Fritz Mechanical, Inc.                           $57,134

BMC West Building Material                       $55,581

Glacier Northwest, Inc.                          $52,688


PRIMARIS AIRLINES: Sells 70% Stock to CorpoPetrol Global
--------------------------------------------------------
Primaris Airlines has sold 70% of its preferred and outstanding
stock to CorpoPetrol Global Energy Development, LLC.  As part of
this process and due to the global credit market crisis, Primaris
filed for protection under Chapter 11 of the bankruptcy code to
allow CorpoPetrol to finalize the financing package.

Primaris's CEO Mark G. Morris said, "We are excited to have
CorpoPetrol as our long-term partner."  He further stated "that to
have such a strategic partner, one who not only provides
sufficient financing, but who will also supply to Primaris its
primary raw ingredient, fuel, will allow Primaris to remain a
strong entity well into the future."  

CorpoPetrol's CEO Giancarlo Jasbon stated, "Primaris is a very
strategic and important piece of the CorpoPetrol family.  
CorpoPetrol being an alternative and traditional fuel company can
supply Primaris its most important ingredient at the lowest cost
available world-wide."

                     About CorpoPetrol Global

CorpoPetrol Global Energy Development, LLC, is incorporated in
Delaware to function as the parent company for several wholly
owned subsidiary operations involved in several facets of energy
development and production on a global basis.  The Company's
energy operations are vertically integrated and encompass crude
oil exploration, development and sales; oil refinery construction;
bio-mass energy production; the building of technologically
innovative research centers and plants for the advancement and
manufacture of high grade bio-fuels, coal-to-liquid fuels, gas-to-
liquid fuels and ethanol; and the exploitation of new waste and
oil recycling methods for the cost efficient creation of
alternative energy sources.

                     About Primaris Airlines

Scottsdale, Arizona-based Primaris Airlines --
http://www.primarisairlines.com/-- has operated a successful  
long-haul charter service for five years, but was affected more
than most by the dramatic spike in fuel prices.  Among its
significant customers has been the White House press corps.  The
rich experience of its management and the operational integrity of
the airline have made Primaris an attractive merger partner.

The airline filed for Chapter 11 protection on Oct. 10, 2008
(Bankr. D. Ariz. Case No. 08-14060).  Joel F. Newell, Esq., at
Carmichael & Powell, P.C., represents the airline in its
restructuring effort.  The airline listed $0 in assets and
$11,090,796 in debts.


R.B. UNDERWOOD: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: R.B. Underwood, Inc.
        12203 Briar Forest Drive
        Houston, TX 77077

Bankruptcy Case No.: 08-36511

Type of Business: The Debtor operates in the industry of men's and
                  boys' clothing and furnishings.

Chapter 11 Petition Date: October 8, 2008

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Julie Mitchell Koenig, Esq.
                  jkoenig@towkoenig.com
                  Tow and Koenig PLLC
                  26219 Oak Ridge Drive
                  The Woodlands, TX 77380
                  Tel: (281) 681-9100
                  Fax: (832) 482-3979

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

RB Underwood did not file its list of largest unsecured creditors.


RESPONSE BIOMEDICAL: TSX Reviews Shares for Possible Delisting
--------------------------------------------------------------
The Toronto Stock Exchange said that it is reviewing the common
shares of Response Biomedical Corporation with respect to meeting
the continued listing requirements.

TSX said that the company has granted 120 days in which to regain
compliance with these requirements, pursuant to the Remedial
Review Process.

                    About Response Biomedical
    
Based in Burnaby, British Columbia, Response Biomedical Corp.
(TSX-V: RBM) -- http://www.responsebio.com/-- develops,   
manufactures and markets rapid on- site RAMP tests for medical and
environmental applications providing reliable information in
minutes, anywhere, every time.  RAMP represents a new class of
diagnostic, with the potential to be adapted to more than 250
medical and non- medical tests currently performed in
laboratories.  The RAMP System consists of a portable fluorescent
Reader and single-use, disposable Test Cartridges. RAMP tests are
commercially available for the early detection of heart attack,
environmental detection of West Nile virus, and biodefense
applications including the rapid on-site detection of anthrax,
smallpox, ricin and botulinum toxin.


RESPONSE BIOMEDICAL: Selling 30,555,556 Units for $5.5 Million
--------------------------------------------------------------
Response Biomedical Corporation entered into an agreement with
a placement agent, pursuant to which the company has agreed to
offer for sale, on a best efforts basis and by private placement,
an aggregate of 30,555,556 units at a price of $0.18 per unit,
each unit consisting of one common share and one-half of one
common share purchase warrant, for gross proceeds of
approximately $5.5 million.  Each whole warrant will entitle the
holder thereof to purchase one common share of the company at a
price of $0.25 per share for a period of 36 months from the
closing date of the offering.  As a percentage of the total
number of issued and outstanding common shares prior to this
transaction, the common shares being issued in this transaction
represent approximately 22.5%, excluding any warrant shares, and
approximately 33%, including all warrant shares.

Under the rules of the Toronto Stock Exchange, the private
placement financing would ordinarily require that the company
seek and obtain shareholder approval prior to completion of the
transaction as a result of the fact that the transaction will
result in the issuance of common shares representing more than
25% of the number of common shares issued prior to closing.

However, pursuant to Section 604(3) of the TSX company Manual,
the company will be making an application to the TSX for an
exemption from this requirement on the basis that the company is
in serious financial difficulty, the transaction is designed to
improve the company's financial situation and the transaction is
reasonable in the circumstances.  An independent directors'
committee has determined that the company meets the requirements
of this exemption.  As a consequence of relying upon this
financial hardship exemption, the TSX has informed the company
that it will, in the ordinary course, commence a delisting
review. The company believes that, upon completion of the
offering, it will be in compliance with TSX listing requirements.

Certain insiders of the company, comprised of some members of the
board and senior management, are expected to participate in the
offering for an aggregate of approximately 20% of the offering.
The common shares and warrant shares potentially issuable to such
insiders represent approximately 6.5% of the total number of
issued and outstanding shares prior to completion of the
transaction.  Completion of the transaction will not materially
affect control of the company.

Completion of the offering is subject to a number of customary
closing conditions, and receipt of all necessary regulatory
approvals, including the approval of the TSX.

"As is clear from our financial disclosures and as we discussed
at the annual shareholder meeting, we have been in need of
additional funding and for the last few months we have been
working diligently to secure it.  Although we have been
historically successful in turning to the equity markets to
finance our operations, the current state of the financial
markets has caused unprecedented challenges for many companies,
including Response Biomedical.  This has been especially
frustrating because we have made such great strides in our
business.  This current financing is critical to our company's
ability to continue as a going concern and to provide the means to
move our enviable breadth of point-of-care products toward an
expanded and market leading global presence," S. Wayne Kay, chief
executive officer, said.  "3M is preparing for the launch of our
Flu A+B test in the U.S. beginning later this month, and has
invested to capture a meaningful share of this growing market.
Roche is actively preparing for the launch of the cardiovascular
test line in the first quarter of 2009. We are very excited about
the financial commitments made by both companies.  3M has taken
receipt during the third quarter of RAMP(R) Readers and Flu test
kits that are needed to prime the front-end of the flu
distribution channel.  We expect to ship against firm product
orders from 3M throughout the next two quarters. As we approach
the first quarter of 2009, current cumulative firm product orders
and test development program funding from 3M and Roche is
approximately $4.0 million.  This and the net proceeds of the
offering are expected to carry us through the first quarter of
2009."

"We have achieved many strategic goals that we believe have
positioned our company for success and the completion of this
financing will permit us to move forward as we focus on our
primary goal of successfully commercializing our two lead product
candidates, our POC Flu A+B test and our POC NT-proBNP test as an
aid to the rapid diagnosis of heart failure," Mr. Kay continued.
"Importantly, in addition to the infectious diseases and
cardiovascular test areas, we are also evaluating additional large
market opportunities for RAMP(R) POC system."

The placement agent will be paid a commission of 7% of the gross
proceeds of the offering, paid in cash on the closing date.  The
securities issued under the offering will have a hold period
under Canadian law of four months from the closing.

Net proceeds of the offering will be used to manufacture product
for the launch of the flu test partnered with 3M Medical and the
cardiovascular line partnered with Roche Diagnostics, well as the
day-to-day operations of the company.

                    About Response Biomedical

Response Biomedical Corporation -- http://www.responsebio.com/--  
develops, manufactures and markets rapid on-site diagnostic
tests for use with its RAMP(R) Platform for clinical and
environmental applications.


ROME FINANCE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Rome Finance Co., Inc.
        2056 Colfax Street
        Concord, CA 94520

Bankruptcy Case No.: 08-45902

Type of Business: The Debtor offers financial services.
                  See: https://www.romefinance.com/

Chapter 11 Petition Date: October 15, 2008

Court: Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: William C. Lewis, Esq.
                  ecf@williamclewis.com
                  Law Offices of William C. Lewis
                  510 Waverly St.
                  Palo Alto, CA 94301
                  Tel: (650)322-3300

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------

William R. Collins, Jr.        Promissory Note   $3,557,948
Charitable                   
Lead Annuity Trust           
6111 Peachtree Dunwoody Rd.
Building B, #102
Atlanta, GA 30328

Ellen Schwaemmle               Promissory Note   $2,960,696
506 Robertson Road           
Dawsonville, GA 30534        

Collins and Arnold             Promissory Note   $1,500,000
6111 Peachtree Dunwoody      
Road                         
Building B #102              
Atlanta, GA 30328

Jacks B. Tingle                Promissory Note   $1,300,000
PO Box 276                   
Tigerville, SC 29688-0276    

Fred J. Schwaemmle             Promissory Note   $1,246,160
506 Robertson Road           
Dawsonville, GA 30534        

Cal Nat Bk James L. Hannah     Promissory Note   $1,158,233
A/C                          
Polycomp Admin Service Inc.  
6400 Canoga Avenue, #250     
Woodland Hills, CA 91367

Jacob E. Scott III             Promissory Note   $1,107,973
32 Seaside South Court       
Key West, FL 33040           

Mark K or Karen C. Thurman     Promissory Note   $1,036,443
310 Lake Bend Ct.             
Alpharetta, GA 30004         

John B. Morey                  Promissory Note   $879,883
The Morey Family LP          
PO Box 1294                  
Edmond, OK 73083             

Jennifer P. Shriver            Promissory Note   $875,000
c/o John W. Shriver III      
650 Ashley Forest Dr         
Acworth, GA 30102-6378

James M. Burns                 Promissory Note   $600,000
100 Old Locust Hill Rd.       
Taylors, SC 29687-6729       

FBO Stan Bullington A/C DS-    Promissory Note   $600,000
043                          
UBS Financial Services       
1200 Abernathy Rd            
Atlanta, GA 30328

Ron H. Garrard                 Promissory Note   $550,000
8415 Royal Troon Dr.          
Duluth, GA 30097-1684        

Nancy Anne Korpi or Maureen    Promissory Note   $544,088
A. Rayner                    
5935 Echo Ridge Lane         
Colorado Springs, CO 80918   

Athens Vest                    Promissory Note   $528,000
c/o William R. Collins       
6111 Peachtree Dunwoody      
Road                         
Building B #102
Atlanta, GA 30328

Scott D. or Elaine Daughters   Promissory Note   $531,031
4325 Moon Shadow Trace       
Cumming, GA 30041            

Sharon Coan                    Promissory Note   $512,067
17 E. 5th Street             
Hinsdale, IL 60521           


A. J. Mills, Jr.               Promissory Note   $500,000
PO Box 187                   
Boulder, CO 80306            

Dr. James or Gretchen Epting   Promissory Note   $500,000
PO Box 247                   
Tigerville, SC 29688


RHYNO CBO: S&P Withdraws 'BB' Rating on Complete Notes Paydown
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB' rating on the
class A-3 notes issued by Rhyno CBO 1997-1 Ltd., an arbitrage
corporate high-yield collateralized bond obligation transaction
managed by Bear Stearns Asset Management.

The rating withdrawal follows the complete paydown of the class A-
3 notes after the transaction failed its class A par coverage test
on the Sept. 15, 2008, payment date.

                         Rating Withdrawn

Rhyno CBO 1997-1 Ltd.

            Rating            Balance (mil. $)
            ------            ----------------
Class     To      From       Current     Original
-----     --      ----       -------     --------
A-3       NR      BB           0.000      127.000

NR -- Not rated.


SOVEREIGN BANCORP: Banco Santander to Acquire Firm
--------------------------------------------------
Banco Santander, S.A., will acquire Sovereign Bancorp Inc., in a
stock-for-stock transaction.  

Banco Santander currently owns 24.35% of Sovereign Bancorp's
ordinary outstanding shares.  The Capital and Finance Committee
composed of independent directors of Sovereign Bancorp requested
that Banco Santander consider acquiring the 75.65% of Sovereign
Bancorp that it did not currently own.  The Capital and Finance
Committee evaluated the transaction and recommended the
transaction to the full Board.

Under the terms of the definitive transaction agreement, which was
approved by the Executive Committee of Banco Santander and
unanimously approved by the non-Santander directors of Sovereign
Bancorp, Sovereign Bancorp shareholders will receive 0.2924 Banco
Santander American Depository Shares (ADSs) for every one share of
Sovereign Bancorp common stock they own -- or one Banco Santander
ADS for 3.42 Sovereign shares.  Based on the closing stock price
for Banco Santander ADSs on Oct. 10, 2008, the transaction has an
aggregate value of approximately US$1.9 billion, or US$3.81 per
share.  The transaction meets Banco Santander's criteria for
acquisitions, both strategically, by significantly enhancing the
geographical diversification of the Group, and financially, with a
projected net profit for Sovereign of $750 million in 2011.

Banco Santander's Executive Board Member Juan R. Inciarte stated,
"This acquisition represents an excellent opportunity for
Santander and for Sovereign.  We know Sovereign very well.  It is
a strong commercial banking franchise in one of the most
prosperous and productive regions of the United States, with high
growth potential, which will further diversify Banco Santander's
geographical reach.  We look forward to working closely with
Sovereign's senior management and welcoming the entire Sovereign
team to Santander."

Ralph Whitworth, Chairman of the Capital and Finance Committee of
Sovereign Bancorp's Board of Directors, said, "Given the
unprecedented uncertainty in the current market environment and
the challenges facing Sovereign, we believe this is the right
transaction at the right time for Sovereign.  We considered our
options and this transaction very carefully and believe that it
provides stability and upside potential for Sovereign, its
shareholders, customers, employees and other stakeholders.  We
know Santander well and look forward to working with them to close
this transaction."

The transaction is subject to customary closing conditions,
including necessary bank regulatory approvals in the U.S. and
Spain and approval by both companies' shareholders.  Relational
Investors, LLC has agreed to vote its 8.9% of Sovereign shares in
favor of the transaction.  In addition, all of the non-Santander
directors have agreed to vote their shares in favor of the
transaction.  Banco Santander will call an Extraordinary General
Meeting of the Bank's shareholders to approve a capital increase
and issuance of approximately 147 million new shares, or
approximately 2% of Banco Santander's capital.  The transaction is
expected to close in the first quarter of 2009.

                      About Banco Santander

Banco Santander, S.A. -- http://www.santander.com-- engages  
primarily in commercial banking with complementary activities in
global wholesale banking, cards, asset management, and insurance.  
Founded in 1857, Santander had as of June, 2008, EUR918,332
million in assets and EUR1,050,928 million in managed funds, more
than 80 million customers, 13,000 branches and a presence in some
40 countries.  It is the largest financial group in Spain and
Latin America.  Through its Abbey subsidiary, Santander is the
sixth largest bank in the United Kingdom, and is the third largest
banking group in Portugal.  Through Santander Consumer Finance, it
also operates a leading franchise in 20 countries, with its
principal focus in Europe (Germany, Italy and Spain, among others)
and the U.S.  In the first half of 2008, Santander registered euro
4,730 million in net attributable profit, an increase of 22% from
the previous year, excluding capital gains.

                    About Sovereign Bancorp

Headquartered in Philadelphia, Sovereign Bancorp Inc. (NYSE: SOV)
-- http://www.sovereignbank.com/-- is the parent company of  
Sovereign Bank, a financial institution with $87 billion in
assets as of Sept. 30, 2007, with principal markets in the
Northeast United States.  Sovereign Bank has 750 community
banking offices, over 2,300 ATMs and approximately 12,000 team
members.  Sovereign offers a broad array of financial services and
products including retail banking, business and corporate banking,
cash management, capital markets, wealth management and insurance.

                          *     *     *

Sovereign Bancorp Inc. still carries Fitch's BB+ subordinate debt
rating last placed on March 10, 2003.


STEPHEN LUCHT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Stephen Gordon Lucht
        Linda Susan Lucht
        ods Lucht's Concrete Pumping, Inc.
        23 Brookhaven Trail
        Littleton, CO 80123-6686

Bankruptcy Case No.: 08-26200

Type of Business: The Debtor is the president of Lucht's Concrete
                  Pumping, Inc.  Lucht's Concrete sought Chapter
                  11 protection on March 5, 2008.  
                  See: http://www.luchtsconcrete.com/

Chapter 11 Petition Date: October 15, 2008

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Jeffrey Weinman, Esq.
                  jweinman@epitrustee.com
                  Weinman & Associates, P.C.
                  730 17th St., Suite 240
                  Denver, CO 80202
                  Tel: (303) 572-1010

Total Assets: $3,466,700

Total Debts: $30,807,733

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Dougherty Funding LLC                            $5,768,224
90 S. 7th St., Ste 4300
Minneapolis, MN 55402-4108

SL Financial Services Corp.                      $5,672,504
251 Riverside Avenue
Westport, CT 06880-4806

Key Equipment Finance                            $3,451,342
P.O. Box 1865
Albany, NY 12201-1865

Wells Fargo Equipment Finance                    $2,835,917
733 Marquette Ave., Ste. 700
Minneapolis, MN 55402-2316

Orix Financial Services Inc.                     $1,482,828
600 Townpark lane NW
Kennesaw, GA 30144-3729

EFS Credit Trust                                 $1,099,632
50 Washington St. 10th Floor
Norwalk, CT 06854-2710

All Points Capital Corporation                   $994,621
275 Broadhollow Road
Melville, NY 11747-4808

Omni National Bank                               $534,230
6 Concourse Pkwy. NE, Ste. 2300
Atlanta, GA 30328-6185

Summit Financial                                 $447,084
2455 Parleys Way, Ste. 200
Salt Lake City, UT 84109-1252

State of Washington                              $361,033
Dept. of Revenue
20819 72nd Ave., S. Ste., 680
Kent, WA 98032-2391

Equilease Financial Services Inc.                $338,581
50 Washington St.
Norwalk, CT 06854-2710

RP Capital Corporation                           $276,384
7401 Metro Blvd., Ste. 320
Minneapolis, MN 55439-3031

Kraus-Anderson Capital Inc.                      $272,426
523 S. 8th St., Ste. 523
Minneapolis, MN 55404-1030

LaSalle National Leasing Corp.                   $205,764

Carson Oil Co., Inc.                             $185,447

AGC-IUDE Local 701 Trust Fund                    $179,544

Comdata                                          $146,866

American Express                                 $140,743

Trans Lease Inc.                                 $105,902

Stonehill Financial LLC                          $50,218


SUPERVALU INC: S&P Holds 'BB-' Rating; Changes Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Minneapolis-based supermarket and distributor SUPERVALU Inc. to
stable from positive.  Concurrently, S&P is affirming the ratings
on the company, including the 'BB-' corporate credit rating.

"The outlook change reflects our belief that the company will be
more challenged than previously expected by the current weak
economic environment in the U.S.," said Standard & Poor's credit
analyst Diane Shand, "and that credit metrics will not strengthen
sufficiently for an upgrade over the next year or so."  For the
past two quarters, identical-store sales have been negative and
the operating margins have narrowed as consumers have cut back on
spending and SUPERVALU has been investing in price and increased
its promotional activity.   


TAMARACK RESORT: Idaho Court Dismisses Owners' Bankruptcy Petition
------------------------------------------------------------------
Judge Terry Myers of the U.S. Bankruptcy Court for the District of
Idaho has dismissed the bankruptcy cases of two real estate
companies holding a majority stake in Tamarack Resort LLC, The
Associated Press reports.

Judge Myers ruled that Tamarack CEO Jean-Pierre Boespflug's Cross
Atlantic Real Estate LLC and Chairman Alfredo Miguel's VPG
Investments improperly filed for Chapter 11 bankruptcy protection
on Feb. 15, 2008.  Judge Myers added that the companies sought
bankruptcy protection not to reorganize their own companies, but
rather to buy time for Tamarack to restructure and to keep the
bank from replacing resort management.

According to the report, Judge Myers noted that Messrs. Boespflug
and Miguel sought bankruptcy protection "without legitimate
purpose," partly because their Cross Atlatic and VPG's main assets
were the Tamarack stakes, not operating businesses in need of
actual reorganization.

Mr. Boespflug, owns 50.6% of Tamarack, including a 32% stake via
Cross Atlantic, while Mr. Miguel though VPG, owns 26%.

Credit Suisse filed a lawsuit in March 2008 after Cross Atlantic
and VPG didn't fulfill their agreement to cover Tamarack's debt
obligations when the resort defaulted on a $260 million syndicated
loan.  Messrs. Boespflug and Miguel had pledged shares as
collateral, in the event Tamarack couldn't repay the debt.

Following the ruling, AP says it remains unclear whether Credit
Suisse will immediately claim the Tamarack shares, because it
might be liable for over $30 million owed to dozens of Tamarack
creditors, including construction companies, suppliers and Mr.
Boespflug, who had made $11 million in loans to the resort since
April 2008, with a 15% return to be paid to him upon a successful
refinancing.

Credit Suisse submitted in late September a plan for a $10 million
loan to a proposed receiver that it is asking the court to appoint
to assume resort management.  The $10 million would fund a 90-day
budget, including winterization of the Village Plaza and the cost
of starting up the ski hill.  According to The Associated Press,
Fourth District Judge Patrick H. Owen said Wednesday that he'll
issue an order for an outside company to run Tamarack Resort.

                       About Cross Atlantic

Tamarack, Idaho-based Cross Atlantic Real Estate LLC owns a 50.6%
interest in Tamarack Resorts LLC.  Cross Atlantic filed for
chapter 11 protection on Feb. 15, 2008 (Bankr. D. Idaho Case No.
08-00249).  Thomas James Angstman, Esq., represents the Debtor in
its restructuring efforts.  The Debtor disclosed $44,190,000 in
total assets of $44,190,000 and zero debts when it filed for
bankruptcy.  Cross Atlantic is owned by Jean-Pierre Boespflug, a
native of Nice, France.

                      About VPG Investments

Beverly Hills, California-based VPG Investments Inc. owns 26% of
Tamarack Resorts LLC.  The Debtor filed for chapter 11 protection
on Feb. 15, 2008 (Bankr. D. Idaho Case No. 08-00253).  Joseph M.
Meier, Esq., at Cosho Humphrey LLP serves as the Debtor's counsel.  
The Debtor listed assets of $29,214,653 and debts of $301,407,518
when it filed for bankruptcy.   Alfredo Miguel Afif, a Mexican
businessman, owns VPG Investments.

                      About Tamarack Resort

Tamarack Resort LLC -- http://www.tamarackidaho.com/-- is the    
first all-season resort to open in the U.S. in 24 years and has
received national attention for its world-class mountain for
skiing, hiking and mountain biking; Osprey Meadows, a Robert Trent
Jones, Jr., signature golf course; and beautiful Lake Cascade,
suitable for swimming, sailing, fishing, sea kayaking, and
boating.  A key element of the Tamarack community is The Club at
Tamarack for homeowners, their families and guests.  Nestled in
Idaho's Payette River Mountains, Tamarack is a luxury boutique
resort with a variety of lodging options all within walking
distance of the four-season amenities.  It opened in 2004 after
Alfredo Miguel Afif and Jean-Pierre Boespflug took over a
controversial and long-stalled ski resort project.


TRIPLE CROWN: S&P Chips Ratings on Liquidity Woes; Outlook Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Lawrenceville, Georgia-based Triple Crown Media LLC to
'CCC-' from 'CCC+'.  The rating outlook is negative.

In addition, S&P lowered the issue-level rating on the company's
secured first-lien credit facilities to 'CCC-' from 'B', and
revised the recovery rating on this debt to '3', indicating the
expectation for meaningful recovery in the event of a payment
default, from '1'.

The issue-level rating on the company's secured second-lien debt
was lowered to 'C' from 'CCC-', and the recovery rating on this
debt remains at '6', indicating the expectation for negligible (0%
to 10%) recovery in the event of a payment default.

"The downgrade reflects our ongoing concerns around Triple Crown's
limited liquidity position and our expectation that the company
will violate financial maintenance covenants in the near term,"
said Standard & Poor's credit analyst Liz Fairbanks.

S&P first raised these concerns in the fall of 2007, and lowered
the company's corporate credit rating to 'CCC+' in February 2008.
In its 10-K report filed on Oct. 10, 2008, Triple Crown and its
auditors stated that there is "substantial doubt as to [the
company's] ability to continue as a going concern" and that it
does not anticipate meeting its financial covenants over the next
eight months.  In addition, Triple Crown was unable to pay a
$2.6 million tax liability that became due on Sept. 15, 2008, and
is currently in discussions with taxing authorities in an attempt
to negotiate a payment plan.

Given S&P's expectation for pro forma EBITDA declines of at least
5% over the next few quarters, it anticipates that the company
will breach financial maintenance covenants in the near term.  The
company may breach covenants as early as the quarter ended
Sept. 30, 2008.  S&P estimates that the bank's measure of total
leverage was about 6.60x at June 2008, versus the covenant of
6.75x.  Covenants were relaxed earlier this year in conjunction
with a fourth amendment to the company's credit facility.

The 'CCC-' rating reflects our heightened concern regarding the
company's ability to remain in compliance with its financial
maintenance covenants over the next few quarters.  While asset
sales are a possibility for Triple Crown, S&P believes that, given
the performance of the industry over the last several quarters and
the tight credit markets, there are fewer potential buyers for
newspapers and that valuations have declined.  Thus, it may be
difficult for the company to sell assets in a manner that reduces
leverage and allows it to remain in compliance with bank
covenants.


TVIA INC: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Tvia, Inc.
        4001 Burton Drive
        Santa Clara, CA 95054

Bankruptcy Case No.: 08-55860

Type of Business: The Debtor offers display processors for digital
                  television.
                  See: http://www.tvia.com/

Chapter 11 Petition Date: October 15, 2008

Court: Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: John Walshe Murray, Esq.
                  jwmurray@murraylaw.com
                  Law Offices of Murray and Murray
                  19400 Stevens Creek Blvd. #200
                  Cupertino, CA 95014-2548
                  Tel: (650) 852-9000

Total Assets: $5,577,657

Total Debts: $1,077,966

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

           http://bankrupt.com/misc/califnb08-55860.pdf


SUPERIOR OFFSHORE: Wants Exclusive Period Extended to November 20
-----------------------------------------------------------------
Superior Offshore International, Inc., asks the U.S. Bankruptcy
Court for the Southern District of Texas to extend its exclusive
periods to:

  a) file a plan to Nov. 20, 2008; and

  b) solicit acceptances of said plan to Dec. Jan. 21, 2009.

This is the second expedited motion to extend its exclusive
periods to file and solicit acceptances of a plan.  On Aug. 18,
2008, the Court extended the Debtor's exclusive period to file a
plan and solict acceptances of a plan to Oct. 21, 2008, and
Dec. 22, 2008, respectively.

The Debtor told the Court that it has began negotiations with the
primary constituents in its bankruptcy case.  The 30 day extension
is necessary, the Debtor told the Court, because the Debtor was
requested not to file a plan prior to the meeting.

A hearing on the extension request has been scheduled for Oct. 20,
2008.  

                      About Superior Offshore

Headquartered in Houston Texas, Superior Offshore International
Inc. (Nasdaq: DEEP) -- http://www.superioroffshore.com/--     
provides subsea construction and commercial diving services to the
offshore oil and gas industry.  The company's construction
services include installation, upgrading and decommissioning of
pipelines and production infrastructure.  The company operates a
fleet of seven service vessels and provides remotely operated
vehicles and saturation diving systems for deepwater and harsh
environment operations.

Superior Offshore International, Inc., filed for bankruptcy
protection on April 24, 2008 (Bankr. S.D. Tex. Case No. 08-32590).  
The Debtors listed total assets of $67,587,927 and total
liabilities of $54,359,884 in its schedules.  David Ronald Jones,
Esq., and Joshua Walton Wolfshohl, Esq., at Porter & Hedges LLP,
represent the Debtor as counsel.  The U.S. Trustee for
Region 7 appointed five creditors to serve on an Official
Committee of Unsecured Creditors.  Douglas S. Draper, Esq., at  
Heller Draper Hayden Patrick & Horn LLC, and Michael D.
Rubenstein, Esq., at Liskow & Lewis, represent the Committee
in this case.


UNDERWOOD INTERESTS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Underwood Interests, LLC
        12203 Briar Forest Drive
        Houston, TX 77077

Bankruptcy Case No.: 08-36512

Chapter 11 Petition Date: October 8, 2008

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Julie Mitchell Koenig, Esq.
                  jkoenig@towkoenig.com
                  Tow and Koenig PLLC
                  26219 Oak Ridge Drive
                  The Woodlands, TX 77380
                  Tel: (281) 681-9100
                  Fax: (832) 482-3979

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

Estimated Debts: $500,000 to $1,000,000

Underwood Interests did not file its  list of largest unsecured
creditors.


VESTA INSURANCE: Plan Trustee Sues PwC for Negligence, Breach
-------------------------------------------------------------
Lloyd T. Whitaker, in his capacity as Plan Trustee for
Vesta Insurance Group, Inc., and Prime Tempus, Inc., as Special
Deputy Receiver for the Texas insurers, jointly allege that
PricewaterhouseCoopers, LLP, committed professional negligence and
breach of contract in performing auditing services for the
parties.

The Texas Insurers consist of VIG's subsidiaries, including Vesta
Fire Insurance Corporation, Vesta Insurance Corporation, Shelby
Casualty Insurance Company, Shelby Insurance Company, Texas
Select Lloyds Insurance Company, and Select Insurance Services,
Inc.

PwC served as an independent outside auditor to perform an audit
on VIG and its subsidiaries' consolidated financial statements
for the years ended December 31, 1999 to 2004, in accordance with
Generally Accepted Auditing Standards promulgated by the American
Institute of Certified Public Accountants.  The firm also agreed
to determine whether VIG's Statements complied with Generally
Accepted Accounting Principles.

Pursuant to certain engagement letters, PwC also agreed to audit
(i) the Statements of Texas Insurers for the years 1999 to 2004,
and (ii) the statutory financial statements for Texas Select and
another VIG subsidiary, Florida Select Insurance Company, for the
year ending 2003.  During PwC's service period, it was paid fees
and reimbursed expenses in excess of $10,000,000.

In their Complaint, the Plaintiffs argue that PwC:

   * breached its duties arising from its Engagement Letters with
     VIG and its subsidiaries, including the Texas Insurers.

   * failed to conduct certain of its audits in accordance with
     GAAS, and failed to comply with certain of the relevant
     SAS promulgated by the AICPA in violation of the contractual
     and common law duties owed to VIG and its board of
     directors, the Texas Insurers and other VIG-regulated
     subsidiaries;

   * was aware, among other things, that VIG (i) had serious
     accounting and financial reporting problems that led to
     restatements and triggered shareholder lawsuits; (ii) had
     been operating in a "crisis mode," (iii) experienced
     pressure to increase earnings, which created an enhanced
     risk of fraud, and (iv) had weak internal controls;

   * was unable to follow GAAS by failing to plan its audits
     properly, and failing to expand the scope of its audits when
     it became aware of the full extent of VIG's weaknesses in
     internal controls, which resulted in errors in the Company's
     Statements for 2000 to 2003;

   * failed to properly identify and communicate the deficiencies
     in internal controls to the Board of Directors or its Audit
     Committee;

   * failed to discover or disclose the improper and unauthorized
     manner in which intercompany cash transfers were routinely
     being made; and

   * failed to properly audit the statutory surplus of Vesta
     Fire, VIG's lead insurance subsidiary.

The Plaintiffs also disclose that as a result of PwC's breaches,
VIG and the Texas Insurers sustained substantial damages,
including, but not limited to:

   -- excessive and unnecessary accounting fees;

   -- unnecessary consulting fees;

   -- damages resulting from the delay in VIG's and its
      subsidiaries' filing of their annual financial reports; and

   -- deepening debt resulting from VIG and its subsidiaries',
      uninformed business plans and strategies, which were
      formulated in reliance on PwC's incorrect and negligent
      audit opinions.

Furthermore, in the course of its employment with VIG, PwC
"supplied false information for the guidance of VIG and its Board
of Directors in their business transactions," the Plaintiffs
maintain.  As a result, PwC is liable for the pecuniary loss
caused to VIG, damage amounts of which will be shown at trial,
the Plaintiffs assert.

Accordingly, Mr. Whitaker, on behalf of VIG, and Prime Tempus
assert that the Plaintiffs are entitled to recover all
compensatory and consequential damages, plus interest, on account
of PwC's breach of its duties.

On September 22, 2008, summons were executed upon PwC, requiring
it to answer the Complaint on or before October 22, 2008.  A
status conference will be held on October 28, at 11:00 a.m., with
respect to the Adversary Proceeding.

       The United States Bankruptcy Court for the Northern
            District of Alabama Enters Scheduling Order

In accordance with Rule 7016 of the Federal Rules of Bankruptcy
Procedure, the Court established the time limits that apply to the
Adversary Proceeding:

   Discovery                   -- December 23, 2008
   Dispositive Motions         -- January 7, 2009
   Dispositive Motions Replies -- January 19, 2009
   Responses to Motion Replies -- January 26, 2009
   Witness and Exhibit Lists   -- February 11, 2009
   Pretrial Briefs             -- February 29, 2009
   Trial date                  -- February 25, 2009

Failure to comply with the time frames and requirements may
result in, among others, the dismissal of claims and causes of
action, barring of introduction of evidence at trial or in
support of pre-trial requests, and monetary sanctions, the Court
ruled.

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  The Court confirmed FSIA's
plan on March 24, 2008.  

(Vesta Bankruptcy News, Issue No. 40; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


VESTA INSURANCE: Wants Court to Approve Tait Settlement Agreement
-----------------------------------------------------------------
Lloyd T. Whitaker, in his capacity as Plan Trustee for Vesta
Insurance Group, Inc., instituted an adversary proceeding against
certain of Vesta's former officers and directors -- including,
among others, James E. Tait -- styled Lloyd T. Whitaker, Plan
Trustee for the Estate of Vesta Insurance Group, Inc. v. Norman W.
Gayle, III, et al, In June 2007.

Mr. Whitaker asserted claims against the D&Os for acts and
omissions in their capacities as Vesta officers.

In August 2007, Mr. Tait filed for bankruptcy protection in the
U.S. Bankruptcy Court for the Northern District of Alabama,
Southern Division, thereby staying the Vesta Litigation with
respect to him.  The Plan Trustee filed D&O Claims for not less
than $80,000,000 in the Tait Chapter 11 case, and asked the Court
to lift the automatic stay to allow Mr. Whitaker to pursue his
Claim.

Mr. Tait opposed the Plan Trustee's request, and urged the Plan
Trustee to look solely to the proceeds of insurance policies
provided by insurance companies covering Vesta's D&Os, for
satisfaction or settlement of the Claim.  The insurance companies
are:

   * XL Specialty Insurance Company;
   * Lloyd's Policy Signing Office; and
   * Indian Harbor Insurance Company.

To settle their dispute, the Plan Trustee and Mr. Tait have
entered into a settlement agreement, under which:

   (a) Mr. Tait consents to the lifting of the Stay in his
       bankruptcy case, solely to permit the Plan Trustee to
       prosecute to final judgment or settlement of the Trustee's
       Claims.

   (b) The Plan Trustee agrees to solely look to the proceeds of
       the D&O Policies for partial or full recovery or
       satisfaction of any judgment against Mr. Tait on, or
       settlement of, the Plan Trustee's Claims.

   (c) Mr. Tait will (i) provide all information and assistance   
       to XL Specialty, Lloyd's and Indian Harbor, and (ii)
       retain counsel to represent him in Vesta's case, as
       acceptable to the Insurance Companies, and as approved by
       the Court.

   (d) The Plan Trustee will reapply to the Court to lift the
       Stay, and for leave to proceed against the Tait bankruptcy
       estate, in the event that (i) coverage on the Plan
       Trustee's Claims against Mr. Tait is denied, (ii) judgment
       or settlement of the Claims exceed the coverage limits of
       the D&O Policies, or (iii) XL Specialty refuses to pay
       Mr. Tait's defense expenses.

   (e) The Plan Trustee will withdraw his Claims against Mr. Tait
       within 15 days of the earliest of (i) payment in full from
       the proceeds of the D&O Policies with respect to the
       Plan Trustee's Claims, (ii) exhaustion of the D&O
       Policies, or (iii) a judgment dismissing the Trustee's
       Claims against Mr. Tait in the Vesta Litigation becoming
       final and non-appealable.

A full-text copy of the Stipulation is available for free at:

               http://ResearchArchives.com/t/s?33d7

The parties submit that the settlement avoids the possibility of
having inconsistent results in the Vesta Litigation, and the
litigation over the Plan Trustee's Claim which was filed in the
Mr. Tait's bankruptcy case.  Through the Stipulation, Mr. Tait
will not jeopardize his coverage under the D&O Policies, thereby
preserving a valuable asset of Vesta.

Accordingly, the parties ask the Court to approve the Stipulation.

The Court will convene a hearing on October 28, 2008, to consider
the parties' request.

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  The Court confirmed FSIA's
plan on March 24, 2008.  

(Vesta Bankruptcy News, Issue No. 40; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


VESTA INSURANCE: Wants Court to Deny AIH-AIC Summary Judgment
-------------------------------------------------------------
Affirmative Insurance Company and Affirmative Insurance Holdings,
Inc., asked the United States Bankruptcy Court for the Northern
District of Alabama to enter a summary judgment finding that Lloyd
T. Whitaker and Kevin O'Halloran, Plan Trustees for Vesta
Insurance Group, Inc., and J. Gordon Gaines, Inc., are not
entitled to permanent injunction to enforce the automatic stay
upon AIC and AIH's civil action against former directors and
officers of Vesta.

The Affirmative Civil Action alleges, among other things, that
former Vesta D&Os Hopson B. Nance, E. Murray Meadows, Paul H.
Saeger, III, Fred H. Wright, and other defendants, divested their
collective 98.1% equity interest in, and transferred to AIH and
AIC, all of the non-standard automobile insurance business, which
are underwritten historically by certain Vesta subsidiaries.

Mr. Whitaker maintains that the Affirmative Civil Action "is a
thinly veiled attempt to circumvent the claims allowance and
distribution process in Vesta's case," as liquidation of claims
against the Vesta Defendants would necessarily give rise to
claims against the Debtor.

Furthermore, a finding that the Vesta Defendants are liable under
the Affirmative Civil Action exposes Vesta to liability under
"respondeat superior," and to being collaterally estopped from
denying liability for its officers' actions, Mr. Whitaker
explains, citing In re American Film Techs., Inc., 175 B.R. at
850.

AIH and AIC argued in their summary judgment request that Vesta
will not be required to indemnify Messrs. Nance and Meadows
because the two D&Os conducted themselves in a fraudulent manner.  
However, Section 7.5(b) of the Vesta Bylaws requires Vesta to
indemnify the Defendants for attorneys' fees and other expenses
incurred in defending the Action, Mr. Whitaker reasons out.

The Plan Trustee says that when litigation is instituted against
former Vesta D&Os for alleged acts or omissions in their
capacities, and their expenses of defending the litigation are
advanced by the D&O insurer, the D&O insurance policies are
diminished in value because defense expenses erode the policy
limits.  As a result, the value of the property of the estate
will also be diminished.

Enjoining AIH and AIC from prosecuting the Affirmative Civil
Action is equitable, because the interests of former Vesta D&Os
with respect to the coverage afforded by the Policies (i) vest no
rights in AIH and AIC, and (ii) do not displace Vesta's interest
in the Policies, Mr. Whitaker argues.

Mr. Whitaker asserts that the Affirmative Civil Action "is an end
run around the Plan provisions and the Bankruptcy Code's priority
of payment scheme."  Absent an injunction against the continued
prosecution of the Action, Vesta will suffer irreparable harm, he
says.

Against this backdrop, the Plan Trustee asks Judge Bennett to
deny AIH and AIC's request.

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  The Court confirmed FSIA's
plan on March 24, 2008.  

(Vesta Bankruptcy News, Issue No. 40; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000


VISHAY INTERTECH: S&P Removes Neg. Watch After Terminated IRC Deal
------------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on Malvern,
Pennsylvania-based Vishay Intertechnology Inc. from CreditWatch
negative and affirmed its 'BB' corporate credit rating.  The
outlook is stable.

"The rating actions follow the termination of the company's
unsolicited offer to acquire International Rectifier Corp.
[BB/Watch Neg/--] for about $1.7 billion," said Standard & Poor's
credit analyst Lucy Patricola.  Had Vishay been successful in its
offer, leverage would have likely increased given the cash-based
nature of the offer and the need to raise debt to source the
funds.  "The current rating incorporates an expectation that
Vishay will be acquisitive and includes capacity for additional
leverage," Added Ms. Patricola.

The ratings reflect a business profile that is subject to price
competition and volatile demand, expectations for a somewhat
leveraged capital structure over time, and shareholder oriented
financial policies.  Partially mitigating these factors are a
strong overall market position in the fragmented passive and
active electronics components markets, a diverse customer base,
and low technology risks. Vishay had $889 million of adjusted debt
outstanding as of June 30, 2008.

Vishay has strong market positions in a broad range of electronic
components, such as capacitors and resistors, as well as diodes,
transistors, and optoelectronics.  Vishay's April 2007 acquisition
of International Rectifier's Power Control Systems' portfolio of
components deepens its market position.  The company's portfolio
includes products that vary from commodity products to more
profitable and value-added components.  Global manufacturing
capabilities, which include facilities in countries with low
manufacturing costs (nearly 75% of headcount), and relatively low
levels of technology risk enhance Vishay's business risk profile.

However, Standard & Poor's Ratings Services believes a high degree
of volume and price cyclicality in many of the company's product
lines, and a financial policy that is oriented toward preserving
shareholder value and control, temper these strengths.

Revenues for the June quarter were about flat to prior year as
volume increases were offset by price declines.  Favorable foreign
exchange accounted for reported growth of 8%.  Profitability
continued its four quarter declining trend because of lower margin
PCS business acquired from International Rectifier and higher raw
material costs.  Still, margin erosion is modest, with operating
income before depreciation and amortization of 17% in the June
quarter versus 19% one year earlier.  Mostly stable volumes and
pricing and prior cost cutting initiatives have supported stable
earnings.

Pro forma for the August 2008 redemption of $500 million in
convertible debt, leverage improved to 1.3x from 1.9x as of
June 30, 2008.  The bond redemption was funded with $250 million
of new debt and $250 million from cash.  Leverage is comfortable
for the rating level and gives the company capacity for future
acquisitions. Given its business profile, an ongoing leverage
level of about 3x would be satisfactory for the rating.

The outlook is stable.  The company's good market position and
product breadth provide rating support.  The current rating level
can accommodate cyclical swings in debt protection metrics as well
as some debt-financed acquisition activity.  S&P could revise the
outlook to negative if acquisition activity resulted in leverage
peaking much higher than 3x or if the company's end markets
entered a severe downturn.  An upgrade--less likely because of
corporate governance concerns--would depend on a broadened product
portfolio mitigating operating volatility.


WACHOVIA BANK: S&P Affirms Ratings on 23 Certificate Classes
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 23
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust's series 2006-C29.

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

As of the Sept. 17, 2008, remittance report, the collateral pool
consisted of 142 loans with an aggregate trust balance of
$3.368 billion, compared with the same number of loans totaling
$3.371 million at issuance.  The master servicer, Wachovia Bank
N.A., reported financial information for 97% of the pool, all of
which was full-year 2007 data.  The loans are secured primarily by
retail, office, and multifamily properties, with an average loan
balance of $23.7 million.  Standard & Poor's calculated a weighted
average debt service coverage of 1.57x for the pool, compared
with 1.51x at issuance.  There are no delinquent loans in the pool
or loans with the special servicer; the trust has experienced no
losses to date.

The top 10 loans have an aggregate outstanding balance of
$1.56 billion (46%) and a weighted average DSC of 1.65x, down from
1.79x at issuance.  The eighth-largest loan in the pool, the 21-25
West 34th Street loan ($100 million, 3%), is the only top-10 loan
on the master servicer's watchlist and is discussed further below.  
Standard & Poor's obtained property inspections provided by the
master servicer, and all of the properties securing the loans were
characterized as "good" or "excellent."

At issuance, five loans were categorized as having credit
characteristics consistent with investment-grade obligations, and
the following four loans still exhibit investment-grade credit
characteristics: Centro Syndicate 2 Portfolio ($234 million, 7%);
Centro International Wholesale Portfolio (161 million, 5%);
Westfield Fox Valley Mall ($150 million, 4%); and Deer Park Town
Center ($60 million, 2%).    

The fifth loan, the Galleria at Tyler loan, is secured by 564,247
sq. ft. of a 1,185,955-sq.-ft. regional mall in Riverside,
California.  As part of S&P's review of the loan, it discovered an
error in S&P's initial calculation with respect to the credit for
below-market rents.  This caused S&P to overstate the property's
value, which was used in calculating required credit enhancement
for the rated certificates at issuance.  

Based on S&P's current analysis, 3% of the loan proceeds do not
have credit characteristics consistent with those of investment-
grade obligations. Standard & Poor's current analysis of the
transaction, however, determined that the amount of available
credit enhancement to the rated certificates is sufficient to
support the outstanding ratings despite the amount of loan
proceeds that are no longer consistent with those of investment-
grade rated obligations.

Standard & Poor's adjusted valuation was derived using year-end
2007 financial information and a rent roll dated June 30, 2008.  
S&P's value is 4% higher than at issuance after adjusting for the
aforementioned miscalculation.  

There are 10 loans ($229.0 million, 7%) in the pool that have
reported low DSC.  The loans are secured by a variety of property
types with an average balance of $22.9 million and have
experienced a weighted average decline in DSC of 31% since
issuance.  According to information provided by Wachovia, nine
loans have significant debt service reserves or are in various
stages of lease-up or renovation; therefore, S&P expects the net
cash flow available for debt service to improve in the future. S&P
considers the remaining loan, the Wingate Inn loan ($3.8 million),
to be a credit concern.  The loan is secured by a limited-service
hotel that has experienced a decline in occupancy due to the loss
of a corporate account and increases in operating expenses.  The
loan's DSC was 0.46x as of Dec. 31, 2007, a decline of 72% since
issuance.  

Wachovia reported a watchlist of 16 loans ($291.7 million, 9%).  
The largest loan on the watchlist is the 21-25 West 34th Street
loan ($100 million, 3%), which is secured by the first mortgage
encumbering a proposed retail building in Manhattan.  The proposed
building is 100% triple-net-leased to Apple Computer Inc. for a
15-year term that expires in January 2022.  The loan appears on
the watchlist due to a reported DSC of 0.93x.  However, there is a
debt service reserve in place until February 2010, at which time
S&P expects the DSC to be above 1.0x.

Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues.  The resultant credit enhancement
levels support the affirmed ratings.
        
                          Ratings Affirmed
     
Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2006-C29
   
Class     Rating        Credit enhancement
-----     ------        ------------------
A-1       AAA                 30.03%
A-2       AAA                 30.03%
A-3       AAA                 30.03%
A-PB      AAA                 30.03%
A-4       AAA                 30.03%
A-1A      AAA                 30.03%
A-M       AAA                 20.02%
A-J       AAA                 11.01%
B         AA+                 10.26%
C         AA                   9.26%
D         AA-                  8.38%
E         A                    7.01%
F         A-                   5.88%
G         BBB+                 4.76%
H         BBB                  3.75%
J         BBB-                 2.63%
K         BB+                  2.25%
L         BB                   2.00%
M         BB-                  1.75%
N         B+                   1.63%
O         B                    1.38%
P         B-                   1.13%
IO        AAA                   N/A

N/A -- Not applicable.


WASHINGTON MUTUAL: Amends List of 30 Largest Unsecured Creditors
----------------------------------------------------------------
On Oct. 10, 2008, Washington Mutual, Inc., and WMI Investment
Corp., delivered to the U.S. Bankruptcy Court for the District
of Delaware, an amended list of the largest unsecured creditors
in their Chapter 11 cases, adding 17 entities.

The Amended List of 30 Largest Unsecured Creditors consists of:

  Entity                         Nature of Claim    Claim Amount
  ------                         ---------------    ------------
The Bank of New York, as              Junior       $1,150,000,000
trustee for holders of             Subordinated
Junior Subordinated Debentures      Debentures

Corporate Trust Administration
101 Barclay St. 8W
New York, NY 10286

The Bank of New York, as           Senior Debt       $805,000,000
trustee for holders of 4.00%
Fixed Rate Notes due 2009

Corporate Trust Administration
101 Barclay St. 8W
New York, NY 10286

The Bank of New York, as           Subordinate       $732,000,000
successor to Harris Trust and
Savings Bank, as trustee for
holders of 4.625% Subordinated
Notes due 2014

Corporate Trust Administration
101 Barclay St. 8W
New York, NY 10286

The Bank of New York, as           Senior Debt       $730,000,000
trustee for holders of 5.25%
Fixed Rate Notes due 2017

Corporate Trust Administration
101 Barclay St. 8W
New York, NY 10286

The Bank of New York, as           Senior Debt       $504,000,000
trustee for holders of 4.2%
Fixed Rate Notes due 2010

Corporate Trust Administration
101 Barclay St. 8W
New York, NY 10286

The Bank of New York, as           Senior Debt       $359,000,000
trustee for holders of
$500,000,000 Floating Rate
Notes due 2009

Corporate Trust Administration
101 Barclay St. 8W
New York, NY 10286

The Bank of New York, as           Subordinate       $452,000,000
successor to Harris Trust
and Savings Bank, as trustee
for holders of 8.250%
Subordinated Notes due 2010

Corporate Trust Administration
101 Barclay St. 8W
New York, NY 10286

The Bank of New York, as           Senior Debt       $447,000,000
successor to Harris Trust and
Savings Bank, as trustee for
holders of $500,000,000
Floating Rate Notes due 2012

Corporate Trust Administration
101 Barclay St. 8W
New York, NY 10286

The Bank of New York, as           Subordinate       $440,000,000
trustee for holders of 7.250%
Subordinated Notes due 2017

Corporate Trust Administration
101 Barclay St. 8W
New York, NY 10286

The Bank of New York, as           Senior Debt       $376,000,000
trustee for holders of 5.0%
Fixed Rate Notes due 2012

Corporate Trust Administration
101 Barclay St. 8W
New York, NY 10286

The Bank of New York, as           Senior Debt       $363,000,000
trustee for holders of
$450,000,000 Floating Rate
Notes due 2012

Corporate Trust Administration
101 Barclay St. 8W
New York, NY 10286

The Bank of New York, as           Senior Debt       $361,000,000
trustee for holders of 5.50%
Fixed Rate Notes due 2011

Corporate Trust Administration
101 Barclay St. 8W
New York, NY 10286

The Bank of New York, as           Senior Debt       $176,000,000
trustee for holders of
$250,000,000 Floating Rate
Notes due 2010

Corporate Trust Administration
101 Barclay St. 8W
New York, NY 10286

Verizon Business                   Trade Debt          $7,687,357

Lockbox #21
P.O. Box 382008
Pittsburg, Pennsylvania
15250-80008
Attn: Legal Department

KPMG LLP                           Trade Debt          $7,270,698

Dept#0771
P.O. Box 120001
Dallas, Texas 75312-0771
Attn: Legal Department

McKinsey & Company Inc., US        Trade Debt          $3,717,590

P.O. Box 7247-7255
Philadelphia, Pennsylvania
19170-7255
Attn: Legal Department

IBM Corporation                    Trade Debt          $3,315,106

500 1st Avenue
Pittsburg, PA 15219
Attn: Legal Department

Cognizant Technology Solutions     Trade Debt          $3,186,009

P.O. Box 822347
Philadelphia, Pennsylvania
19182-2347
Attn: Legal Department

CB Richard Ellis Inc.              Trade Debt          $3,114,383

1301 2nd Avenue, 10th Floor
Seattle, Washington 98101
Attn: Bulent Ozdemir

Peoplesupport, Inc.                Trade Debt          $3,047,847

1100 Glendon Ave., #1250
Los Angeles, California 90024
Attn: Legal Department

Tata American International        Trade Debt          $2,921,924

TCS America
12977 Collections Center
Dr., Chicago, Illinois 60693
Attn: Legal Department

AT&T                               Trade Debt          $2,491,615

P.O. Box 830018
Baltimore, Maryland
21283-0018
Attn: Legal Department

EMC Corporation                    Trade Debt          $2,205,772

35 Parkwood Dr., Hopkinton
Massachussetts 01748
Attn: Kristi Salisbury

Securitas Security Services        Trade Debt          $2,163,902
USA, Inc.

File 57220 Los Angeles
California 90074-7200
Attn: Legal Department

Covansys                           Trade Debt          $1,696,944

P.O. Box 100177
Pasadena, California
91189-0177
Attn: Legal Department

Fidelity National Information      Trade Debt          $1,615,249
Services

Payment Processing Center
P.O. Box 18012
Ashburn, Virginia 20146
Attn: Legal Department

Aexicom Corp.                      Trade Debt          $1,466,820

4057 Collections Center Dr.
Chicago, Illinois 60693
Attn: Legal Department

E Tajima Creative Inc.             Trade Debt          $1,445,346

1700 El Camino Real
Menlo Park, California
94025
Attn: Legal Department

Wipro                              Trade Debt          $1,425,838

1300 Crittenden Lane
2nd Floor, Mountain View
California 94043
Attn: Legal Department

Oracle Corporation                 Trade Debt          $1,065,364

P.O. Box 44471
San Francisco, California
94144-4471
Attn: Legal Department

                   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 Deposits Arrangement with JPMorgan Ok'd
----------------------------------------------------------------
During the appointment of the Federal Deposit Insurance
Corporation as receiver for Washington Mutual Bank and the
subsequent acquisition of WMB by JPMorgan Chase Bank,
Washington Mutual, Inc., and WMI Investment Corp. had a
$707,000,000 deposit at WMB.  In addition, WMI had funds on
deposit at Washington Mutual Bank fsb for $3,668,000,000.

The Debtors' proposed counsel, Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, notes
that the Debtors' Chapter 11 cases are beset with uncertainty,
given the speculation of how the Deposits will be treated.

The Deposits continue to be property of the Debtors' estates,
because they were deposited at WMB and WMB fsb prior to the
Receivership, Mr. Collins contends, citing In re Casarow v.
Chomenko (In re Cobb), 231 B.R. 236 (Bankr. D. N.J. 1999).

Given the magnitude of the Deposits and the need to investigate
the exact amounts involved, the Debtors and JPMorgan Chase
entered into the "Standstill Agreement" to give each other at
least 48 hours notice of certain actions that would affect the
Deposits.  Neither the Debtors nor JPMorgan Chase has exercised
each other's rights under the Standstill Agreement, Mr. Collins
notes.

Mr. Collins tells the U.S. Bankruptcy Court for the District of
Delaware, that the Debtors and JPMorgan Chase have been working
to verify the amounts and other information concerning the
Deposits.

In light of the cooperative exchange of information, the parties
have agreed to enter into a stipulation, under which:

   (a) upon the execution, delivery and approval of Deposit
       account information and the Court's approval of the
       Stipulation, the Deposits are to be deposits accounts of
       the Debtors and the Debtors' non-bank subsidiaries; and

   (b) immediately after the Court's approval of the Stipulation,
       JPMorgan Chase will transfer the Deposits to any other
       financial institution not under their control, as the
       Debtors may direct, provided that (i) the Debtors adhere
       to compliance procedures relating to the transfer, (ii)
       the Deposits remain subject to claims, and (iii) the
       Debtors will provide JPMorgan Chase with a replacement
       lien on the transferred deposits.

The books and records of WMB and WMB fsb acquired by JPMorgan
continue to confirm the parties' arrangement postpetition.  
Accordingly, turnover of the Deposits to the Debtors is
authorized under Section 542 of the Bankruptcy Code, Mr. Collins
maintains.

The Stipulation preserves JPMorgan Chase's right, if any, to
offset any claims it may have against the Debtors with respect to
the Deposits, which is reflective of its setoff rights under
Section 542, he adds.

The Debtors and JPMorgan Chase clarify that they are not making
any compromise regarding their rights relating to the Deposits,
other than that they have agree to that the Deposits are to be
treated as deposits of the Debtors.  Hence, the documentation to
be executed and delivered formalizes the depositor relationship
and preserves the status quo with respect to the Deposits in the
event of future disputes.

Mr. Collins submits that the Stipulation will bring to conclusion
recovery of the Debtors' largest assets without delay or costly
litigation for distribution to their creditors, and effectuate a
Chapter 11 plan of reorganization.

Against this backdrop, the Debtors ask the Court to approve their
Stipulation with JPMorgan Chase.

                       *     *     *

At the Debtors' behest, the Court will convene a hearing on
Oct. 20, 2008, at 2:00 p.m., to consider the Debtors' request.  
Objections to the Motion, if any, should be raised at the
hearing.

The Debtors note the expedited hearing for their request will
benefit their estates as the Deposits are currently in non-
interest bearing accounts.  As a result, with each day that
passes, the estate loses the opportunity to accrue interest on
the assets, which, at 3% per annum, will approximate $353,000 per
day.

Moreover, the Debtors point out, approval of the request during
the Expedited Hearing will permit them access to more than
$4,000,000,000 in less than 30 days from the Petition Date.

                     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: Trustee Appoints Five-Member Creditors Panel
--------------------------------------------------------------
Roberta A. DeAngelis, the Acting United States Trustee for Region
3, appoints five members to the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Washington Mutual, Inc., and
WMI Investment Corp.

The Creditors Committee members are:

   (a) The Bank of New York Mellon, as Indenture Trustee
       Attn: Gary Bush
       101 Barclay Street,
       Floor 8 West, New York
       New York 10286
       Phone: 212-815-2747
       Fax: 732-667-4734

   (b) Law Debenture Trust Company of New York
       as Indenture Trustee
       Attn: James Heaney
       400 Madison Avenue
       4th Floor, New York
       New York 10017
       Phone: 212-750-6474
       Fax: 212-750-1361

   (c) Wells Fargo Bank, N.A., as Indenture Trustee
       Attn: Thomas M. Korsman
       625 Marquette Avenue, Minneapolis
       Minnesota 55479
       Phone: 612-466-5890
       Fax: 866-680-1777

   (d) Wilmington Trust Company, as Indenture Trustee
       Attn: James McGinley, Managing Director
       520 Madison Avenue
       33rd Floor, New York
       New York 10022
       Phone: 212-415-0522
       Fax: 212-415-0513

   (e) Verizon Services Corp.
       Attn: William M. Vernette, Assistant General Counsel
       Verizon Business, 22001 Loudon County Parkway
       Room E1-3-115 Ashburn
       Virginia 20147
       Phone: 703-886-6616
       Fax: 703-886-0011   
        
The organizational meeting of creditors in WaMu's Chapter 11
cases was held last October 15, 2008, at 10:00 a.m., at the
Doubletree Hotel, 700 North King Street, in Wilmington, Delaware.

Pursuant to Section 1103 of the Bankruptcy Code, the Creditors
Committee may:

    -- consult with the Debtors concerning the administration of
       the bankruptcy cases;

    -- investigate the acts, conduct, assets, liabilities, and
       financial condition of the Debtors; the operation of the
       Debtors' business and the desirability of the continuance
       of the business; and any other matter relevant to the case
       or to the formulation of a plan of reorganization for the
       Debtors;

    -- participate in the formulation of a plan, advise its
       constituents regarding the Committee's determinations as
       to any plan formulated, and collect and file with the
       Court acceptances or rejections of the plan;

    -- request the appointment of a trustee or examiner; and

    -- perform other services as are in the interest of its
       constituents.

The Creditors Committee may retain counsel, accountants, or other
agents, to represent or perform services for the group.

                     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: Federal Prosecutors Begin Probe on Collapse
--------------------------------------------------------------
Jeffrey C. Sullivan, a U.S. lawyer in Seattle, leads a team of
U.S. federal prosecutors to investigate the failure of Washington
Mutual Inc.

Citing "intense public interest" as the primary motivation for
the investigation, the task force is composed of investigators
from the Securities and Exchange Commission, the Federal Bureau
of Investigation, the Internal Revenue Service and the Federal
Deposit Insurance Corp., The Wall Street Journal reported.

"It is fully appropriate that we scrutinize the activities of the
bank, its leaders and others to determine if any federal laws
were violated," Mr. Sullivan said in a statement, according to
reports.

The Office of Thrift Supervision, which officially made the
decision to close the bank, was not listed as a member of the
government task force, The New York Times noted.

          Sen. Cantwell Agree a WaMu Probe is Necessary

In a separate report, Seattlepi.com relates that Senator Maria
Cantwell wants federal regulators to "walk [her] through" the
circumstances that led to the sale of Washington Mutual, Inc.'s
banking operations to JPMorgan Chase Bank.

Senator Cantwell insisted that her complaint was behalf of WaMu
shareholders who were left with worthless stock when Office of
Thrift Supervision took over the Bank and Federal Deposit
Insurance Corp. spearheaded the sale of the Bank's operations to
JPMorgan Chase.

Senator Cantwell also asked JPMorgan Chase "to stand up for
retirement and deferred compensation plans," and pushed equity
investments in financial institutions to be made by the federal
government, according to the report.

                     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.


WAVERLY GARDENS: Trustee Seeks to Dismiss Chapter 11 Case
---------------------------------------------------------
Richard F. Clippard, the U.S Trustee for Region 8, asks the U.S.
Bankruptcy Court for the Western District of Tennessee to dismiss
Waverly Gardens of Memphis, LLC's Chapter 11 case.

Court documents indicate that the Debtor failed to file:

     -- Schedules of Assets and Liabilities,
     -- Statement of Financial Affairs,
     -- Attorney Fee Disclosure Statement, and
     -- List of Equity Security Holders.

The Debtor has until Oct. 17, 2008, to file the documents.

Memphis, Tennessee-based Waverly Gardens of Memphis, LLC, dba
Waverly Gardens -- http://www.waverlygardens.com/-- operates a  
retirement home facility.  The company filed for Chapter 11
protection on Oct. 2, 2008 (Bankr. W.D. Tenn. Case No.
08-30218).  Michael P. Coury, Esq., at Farris Bobango Branan PLC
assists the company in its restructuring effort.  The company
listed assets of $10 million to $50 million and debts of
$1 million to $10 million.


W.R. GRACE: Court Disallows Calif. General Services' PD Claims
--------------------------------------------------------------
The Hon. Judith Fitzgerald of the United States Bankruptcy Court
for the District of Delaware sustained W.R. Grace & Co. and its
debtor-affiliates' objection to property damage claims filed by
the California Department of General Services, and disallowed
the Claims.  The Court also granted the Debtors' request for
summary judgment.

The Debtors argued that the Departments' claims are barred under
California law and by the statute of limitations.  The Debtors
contend that the Claims are identical to those raised with
respect to a request for leave to file a complaint filed by 29
states, including the States of California, in the United States
Supreme Court in 1989.  The Supreme Court denied the request for
leave to file the Complaint, titled In re Alabama v. W.R. Grace &
Co., 495 U.S. 928 (1990), in 1990.  California also filed claims
in the Johns-Manville bankruptcy.

The Debtors asserted that the Department knew of its claims at
least a decade before the Petition Date and therefore the claims
are barred by the statute of limitations.  The Department argued
that the Claims filed in the Debtors' bankruptcy cases concern
different buildings than those involved in the Alabama complaint,
thus the Claims filed against the Debtors are not barred by the
statute of limitations.

Judge Fitzgerald, in a 15-page opinion, disagreed with the
Department.  Judge Fitzgerald found that the Department's claims
are barred by the three-year statute of limitations of the States
of California and Delaware, and the fact that the claims may
concern different buildings does not change the result.

Judge Fitzgerald held that the Department waited too long to file
their Claims and that the Claims are barred by the statute of
limitations.

Judge Fitzgerald found that the Department had actual knowledge
of certain contamination and were, at the very least, on inquiry
notice of any other asbestos contamination in their buildings in
1990 at the latest.  Inasmuch as the putative defendants in the
Alabama action included W.R. Grace, Judge Fitzgerald held that it
is beyond dispute that the State of California, and therefore,
the Department knew that asbestos contamination was caused by
Grace because the State sought to recover against Grace in the
Alabama action.  Under California law, the statute of limitations
began to run at that time.

According to Bloomberg News, Judge Fitzgerald's ruling spared the
Debtors from having to pay $130,000,000 to repair damages to 16
California buildings allegedly contaminated with asbestos.

                          About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.  
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee
of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on January 14, 2008.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.
As of November 30, 2007, W.R. Grace's balance sheet showed total
assets of $3,335,000,000, and total debts of $3,712,000,000.


W.R. GRACE: Asbestos Claimants Tap Alan Rich as Counsel
-------------------------------------------------------
Alexander M. Sanders, Jr., the Asbestos Property Damage Future
Claimants' Representative, ask the authority of the United States
Bankruptcy Court for the District of Delaware to retain Alan B.
Rich, Esq., as his counsel.

According to the FCR, he selected Mr. Rich because of Mr. Rich's
excellent reputation in the field of debtors' and creditors'
rights, specifically in the area of asbestos-related
bankruptcies.  The FCR adds that Mr. Rich is familiar with the
Debtors' business and operations because Mr. Rich had been a
shareholder of the Baron & Budd law firm, where Mr. Rich
participated in several contested matters in the Debtors' cases.

As counsel, Mr. Rich will advise and represent the FCR with
respect to all matters that may arise in the context of the
Debtors' cases, including, but not limited to:

   -- preparation of all necessary motions, answers, orders,
      reports, and other legal papers in connection with the
      PDFCR's duties; and

   -- providing any needed filings and courtroom representation
      with respect to matters related to the Disclosure
      Statement, Confirmation and Consummation of the Plan, and
      negotiations and settlements with the Debtors and other
      constituencies related to the Plan.

Should the Court confirm the Plan of Reorganization that creates
a trust for future Property Damage and ZAI claims pursuant to
Section 524(g) of the Bankruptcy Code, that Trust will have
limited resources.  In order to conserve Trust assets, the FCR
asks the Court that Mr. Rich be permitted to represent the FCR
pro hac vice, without the requirement of a local counsel.

Mr. Rich will be paid $575 per hour for his services to the FCR,
and will be reimbursed for actual expenses incurred.

Mr. Rich assures the Court that he currently represents no
interest adverse to the Debtors, their estates, and their
creditors.  He further assures the Court that he is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Rich discloses that while previously employed by Baron &
Budd, P.C., he formerly represented clients of that firm, and
those of the Silber Pearlman, LLP and LeBlanc & Waddell, LLP, and
the firms themselves in the Debtors' Chapter 11 Cases in certain
matters, which representation and which matters have all been
concluded.  He relates that since March of 2008, he has had a
contractual of counsel relationship with the firm of
Frank/Gecker, LLP, although none of the matters which are the
subject of that arrangement are related to any asbestos-related
bankruptcy matter or are adverse or potentially adverse to the
Debtors or the PDFCR.  Mr. Rich also represents the Trust
Advisory Committee of the Swan Asbestos and Silica Settlement
Trust.  Individual members of that Committee have clients who may
be creditors of the Debtors.

In a separate motion, the FCR asks the Court to shorten the
notice period with respect to his retention application so that
the Application may be heard on the October 27, 2008, hearing.  
The FCR also asks the Court to set the objection deadline on the
Application for October 20, 2008.

Mr. Sanders contend that it is critical to have the Application
heard at the Court's October 27 hearing because the approval of
the Application is a necessary step toward the eventual
confirmation of the Plan.  In addition, he believes that it is
important to have a counsel in place at the October 27, 2008
Disclosure Statement Hearing.

                          About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.  
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee
of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on January 14, 2008.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.
As of November 30, 2007, W.R. Grace's balance sheet showed total
assets of $3,335,000,000, and total debts of $3,712,000,000.


* S&P Lowers Ratings on 351 Classes From 24 RMBS Transactions
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 351
classes from 24 residential mortgage-backed securities
transactions backed by U.S. Alternative-A mortgage loan collateral
issued in 2005, 2006, and 2007.  The downgraded classes have a
current balance of approximately $12.94 billion.  S&P removed 95
of the lowered ratings from CreditWatch with negative
implications.  In addition, S&P affirmed its ratings on 137
classes and removed one of the affirmed ratings from CreditWatch
negative.

The downgrades reflect S&P's opinion that projected credit
support, provided by subordination, overcollateralization, and
excess spread, for the affected classes is insufficient to
maintain the previous ratings, given S&P's current projected
losses as stated in "Revised Projected Losses For 2006/First-Half
2007 U.S. Alt-A Short-Reset Hybrid And Neg-Am RMBS," published
Aug. 20, 2008, on RatingsDirect.  In addition, S&P is revising its
loss expectation for three Alternative Loan Trust transactions,
which mostly have long-reset adjustable-rate mortgage collateral,
due to current performance.  The projected lifetime losses for
each structure within these transactions are:

                          Original                 Loss
Deal                      bal. (mil. $) Structure  forecasts (%)
----                      ------------- ---------  -------------
Alternative Loan Trust
Trust 2005-41             794.923       1          4.36

Alternative Loan Trust
Trust 2007-11TI           591.471       1          7.38

Alternative Loan Trust
Trust 2007-19             1182.452      1          6.07

S&P arrived at its estimated projected losses for the Alt-A RMBS
deals using the analysis outlined in "Standard & Poor's Revised
Default And Loss Curves For U.S. Alt-A RMBS Transactions,"
published Dec. 19, 2007, on RatingsDirect.  The revised loss
assumptions used in this review also include the new loss severity
assumptions, which were outlined in "Criteria: Standard
& Poor's Revises U.S. Subprime, Prime, And Alternative-A RMBS Loss
Assumptions," published on July 30, 2008, on RatingsDirect.

As part of S&P's analysis, it considered the characteristics of
the underlying mortgage collateral as well as macroeconomic
influences.  For example, the risk profile of the underlying
mortgage pools influences its default projections, while S&P's
outlook for housing price declines and the health of the housing
market influence our loss severity assumptions.

To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
expected ability to withstand additional credit deterioration.  In
order to maintain a rating higher than 'B', a class had to absorb
losses in excess of the base-case assumptions S&P assumed in its
analysis.  For example, a class may have to withstand
approximately 115% of S&P's base-case loss assumptions in order to
maintain a 'BB' rating, while a different class may have to
withstand approximately 125% of its base-case loss assumptions to
maintain a 'BBB' rating.  

A class that has an affirmed 'AAA' rating can likely withstand
approximately 150% of S&P's base-case loss assumptions under its
analysis, subject to individual caps and qualitative factors
assumed on specific transactions.

S&P also took into account the pay structure of each transaction
and only stressed each class with losses that would occur while it
remained outstanding.  Additionally, S&P only gave excess interest
credit for the amount of time the class would be outstanding.  For
example, if S&P projected a class to pay down in 15 months, then
it only applied 15 months of losses to that class.  Additionally,
in such a case S&P assumed 15 months of excess spread if the class
was structured with excess spread as credit enhancement.

In the coming weeks, Standard & Poor's will continue to analyze
the remaining transactions affected by its revised loss
expectations.  S&P will analyze deals in order of performance,
looking at worse-performing deals first.  Including the
transactions in this release, approximately 165 of these deals
with ratings on CreditWatch have been resolved, leaving roughly
103 to be reviewed.

                           Rating Actions

Adjustable Rate Mortgage Trust 2007-2
Series 2007-2

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      00703AAA5     AA             AAA
1-A-2-1    00703AAB3     AA             AAA
1-A-2-2    00703AAC1     AA             AAA
1-B-1      00703AAQ0     BB             AA
1-B-2      00703AAR8     B              A
1-B-3      00703AAS6     CCC            BBB
1-B-4      00703AAW7     CCC            B
1-B-5      00703AAY3     CC             CCC
2-A-2-1    00703AAE7     BB             AAA/Watch Neg
2-A-2-2    00703AAF4     BB             AAA/Watch Neg
2-A-3      00703AAG2     B              AAA/Watch Neg
2-M-1      00703AAH0     CCC            AA/Watch Neg
2-M-2      00703AAJ6     CCC            AA/Watch Neg
2-M-3      00703AAK3     CC             BB+/Watch Neg
2-M-4      00703AAL1     CC             B/Watch Neg
2-M-5      00703AAM9     CC             CCC
2-M-6      00703AAN7     CC             CCC

Alternative Loan Trust 2005-24
Series 2005-24

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-M        12667GPE7     BB             AA
II-M       12667GPL1     BB             AA
I-B1       12667GPF4     CCC            A
II-B1      12667GPM9     B              A
I-B2       12667GPG2     CC             BBB
II-B2      12667GPN7     CCC            BBB
I-B3       12667GPH0     CC             BB
II-B3      12667GPP2     CC             BB
II-B4      12667GPQ0     D              B

Alternative Loan Trust 2005-27
Series 2005-27
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M          12667GP98     BB             AA+
B-1        12667GQ22     CCC            A
B-2        12667GQ30     CC             BB
B-3        12667GQ48     CC             B
B-4        12667GQ55     D              CCC

Alternative Loan Trust 2005-31
Series 2005-31
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-M-X      12667GZG1     A              AAA
2-M-X      12667GZL0     BB             AAA
1-M        12667GZH9     A              AA+
2-M        12667GZM8     BB             AA+
1-B-1      12667GZJ5     B              AA
2-B-1      12667GZN6     B              AA
1-B-2      12667GZK2     CCC            A
2-B-2      12667GZP1     CCC            A-
1-B-3      12667GZQ9     CC             B
1-B-4      12667GZR7     D              CCC

Alternative Loan Trust 2005-41
Series 2005-41
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
2-A-2      12667GS20     AA             AAA
M          12667GS53     BBB            AA
B-1        12667GS61     B              A
B-2        12667GS79     CCC            BBB
B-3        12667GS87     CC             B
B-4        12667GS95     D              CCC

Alternative Loan Trust 2006-28CB
Series 2006-28CB
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        02147TAA4     AA             AAA
A-2        02147TAB2     AA             AAA
A-3        02147TAC0     BB             AAA
A-4        02147TAD8     BB             AAA
A-5        02147TAE6     BB             AAA
A-6        02147TAF3     BB             AAA
A-7        02147TAG1     BB             AAA
A-8        02147TAH9     BB             AAA
A-9        02147TAJ5     BB             AAA
A-10       02147TAK2     AA             AAA
A-16       02147TAR7     BB             AAA
A-17       02147TAS5     BB             AAA
A-18       02147TAT3     BB             AAA
A-19       02147TAU0     BB             AAA
A-20       02147TAV8     BB             AAA
PO         02147TAY2     BB             AAA
M-A        02147TBG0     BB             AAA

Alternative Loan Trust 2006-OA10
Series 2006-OA10
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-2      02146QAZ6     BBB-           AAA
1-A-3      02146QBA0     B              AAA/Watch Neg
2-A-2      02146QBB8     BBB-           AAA
2-A-3      02146QBC6     B              AAA/Watch Neg
3-A-2      02146QBD4     BBB-           AAA
3-A-3      02146QBE2     B              AAA/Watch Neg
X-BJ       02146QAG8     B              AAA
4-A-2      02146QBF9     BBB-           AAA
4-A-3      02146QBG7     B              AAA/Watch Neg
M-1        02146QAL7     CCC            BBB/Watch Neg
M-2        02146QAM5     CCC            BB/Watch Neg
M-3        02146QAN3     CCC            B/Watch Neg
M-5        02146QAQ6     CC             CCC
M-6        02146QAR4     CC             CCC

Alternative Loan Trust 2006-OA14
Series 2006-OA14
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-2      02146SAB5     A              AAA
1-A-3      02146SAC3     BB             AAA/Watch Neg
2-A-2      02146SAE9     A              AAA
2-A-3      02146SAF6     BB             AAA/Watch Neg
3-A-2      02146SAH2     BB             AAA/Watch Neg
M-1        02146SAM1     B              AA+/Watch Neg
M-4        02146SAQ2     CCC            A+/Watch Neg
M-5        02146SAR0     CCC            A/Watch Neg
M-6        02146SAS8     CC             BBB/Watch Neg
M-7        02146SAT6     CC             BB/Watch Neg
M-8        02146SAU3     CC             B/Watch Neg
M-2        02146SAN9     CCC            AA/Watch Neg
M-3        02146SAP4     CCC            AA-/Watch Neg

Alternative Loan Trust 2006-OA18
Series 2006-OA18
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-2        23244GAE2     AA             AAA
A-3        23244GAF9     BB             AAA/Watch Neg
M-1        23244GAG7     B              AA+/Watch Neg
M-2        23244GAH5     CCC            A/Watch Neg
M-3        23244GAJ1     CCC            BBB/Watch Neg
M-4        23244GAK8     CCC            BB/Watch Neg
M-5        23244GAL6     CCC            B/Watch Neg
M-6        23244GAM4     CC             CCC
M-7        23244GAN2     CC             CCC

Alternative Loan Trust 2006-OA19
Series 2006-OA19
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-2        12668RAB4     BBB-           AAA
A-3A       12668RAC2     AA             AAA
A-3B       12668RAD0     B              AAA/Watch Neg
A-4        12668RAE8     A              AAA
A-5        12668RAF5     B              AAA/Watch Neg
M-1        12668RAJ7     CCC            A/Watch Neg
M-2        12668RAK4     CCC            BB/Watch Neg
M-3        12668RAL2     CCC            BB/Watch Neg
M-4        12668RAM0     CCC            BB/Watch Neg
M-7        12668RAQ1     CC             CCC
M-8        12668RAR9     CC             CCC

Alternative Loan Trust 2006-OC10
Series 2006-OC10
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      23245FAA1     BBB            AAA/Watch Neg
2-A-1      23245FAB9     BBB            AAA/Watch Neg
2-A-2A     23245FAC7     BBB            AAA
2-A-2B     23245FAD5     BBB            AAA/Watch Neg
M-1        23245FAF0     CCC            AA+/Watch Neg
M-2        23245FAG8     CCC            A/Watch Neg
M-3        23245FAH6     CC             BBB/Watch Neg
M-4        23245FAJ2     CC             BB/Watch Neg
M-5        23245FAK9     CC             B/Watch Neg
M-6        23245FAL7     CC             CCC
M-8        23245FAN3     D              CC
2-A-3      23245FAE3     B              AAA/Watch Neg

Alternative Loan Trust 2006-OC11
Series 2006-OC11
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A        23244JAA4     BBB            AAA/Watch Neg
2-A-1      23244JAB2     BBB            AAA/Watch Neg
2-A-2A     23244JAC0     BBB            AAA
2-A-2B     23244JAD8     B              AAA/Watch Neg
2-A-3      23244JAE6     B              AAA/Watch Neg
M-1        23244JAG1     CCC            AA+/Watch Neg
M-3        23244JAJ5     CCC            A/Watch Neg
M-2        23244JAH9     CCC            BBB/Watch Neg
M-4        23244JAK2     CC             BB/Watch Neg
M-5        23244JAL0     CC             B/Watch Neg
M-6        23244JAM8     CC             CCC

Alternative Loan Trust 2006-OC9
Series 2006-OC9
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        23245GAA9     BBB-           AAA/Watch Neg
A-2A       23245GAB7     A              AAA
A-2B       23245GAC5     B              AAA/Watch Neg
A-3        23245GAD3     B              AAA/Watch Neg
M-1        23245GAE1     CCC            AA+/Watch Neg
M-2        23245GAF8     CCC            A/Watch Neg
M-3        23245GAG6     CCC            BBB/Watch Neg
M-4        23245GAH4     CC             BB/Watch Neg
M-5        23245GAJ0     CC             B/Watch Neg
M-6        23245GAK7     CC             CCC
M-8        23245GAM3     D              CC

Alternative Loan Trust 2007-11T1
Series 2007-11T1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        02150GAA6     B              AAA
A-2        02150GAB4     B              AAA
A-3        02150GAC2     B              AAA
A-4        02150GAD0     B              AAA
A-5        02150GAE8     B              AAA
A-8        02150GAH1     B              AAA
A-9        02150GAK4     B              AAA
A-11       02150GAM0     B              AAA
A-12       02150GAN8     B              AAA
A-13       02150GAP3     B              AAA
A-14       02150GAQ1     B              AAA
A-15       02150GAR9     B              AAA
A-16       02150GAS7     B              AAA
A-17       02150GAT5     B              AAA
A-18       02150GAU2     B              AAA
A-20       02150GAW8     B              AAA
A-21       02150GAX6     B              AAA
A-22       02150GAY4     B              AAA
A-23       02150GAZ1     B              AAA
A-24       02150GBA5     B              AAA
A-25       02150GBB3     B              AAA
A-26       02150GBC1     B              AAA
A-27       02150GBD9     B              AAA
A-28       02150GBE7     B              AAA
A-29       02150GBF4     B              AAA
A-30       02150GBG2     B              AAA
A-31       02150GBH0     B              AAA
A-32       02150GBJ6     B              AAA
A-33       02150GBK3     B              AAA
A-34       02150GBL1     B              AAA
A-35       02150GBM9     B              AAA
A-36       02150GBN7     B              AAA
A-37       02150GBP2     B              AAA
A-38       02150GBQ0     B              AAA
A-39       02150GBR8     B              AAA
A-40       02150GBS6     B              AAA
A-41       02150GBT4     B              AAA
A-42       02150GBU1     B              AAA
A-43       02150GBV9     B              AAA
A-44       02150GBW7     B              AAA
A-45       02150GBX5     B              AAA
A-46       02150GBY3     B              AAA
A-47       02150GBZ0     B              AAA
A-48       02150GCA4     B              AAA
A-49       02150GCB2     B              AAA
A-50       02150GCC0     B              AAA
A-51       02150GCD8     B              AAA
A-52       02150GCE6     B              AAA
A-53       02150GCF3     B              AAA
A-54       02150GCG1     B              AAA
A-55       02150GCH9     B              AAA
A-56       02150GCJ5     B              AAA
A-57       02150GCK2     B              AAA
A-58       02150GCL0     B              AAA
A-59       02150GCM8     B              AAA
A-60       02150GCN6     B              AAA
A-61       02150GCP1     B              AAA
A-62       02150GCQ9     B-             AAA
PO         02150GCS5     B              AAA
M          02150GCT3     CCC            B
B-1        02150GCU0     CCC            B-
B-2        02150GCV8     CC             CCC
B-4        02150GCX4     D              CC

Alternative Loan Trust 2007-19
Series 2007-19
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      02151AAA8     B              AAA
1-A-2      02151AAB6     B              AAA
1-A-3      02151AAC4     BBB            AAA
1-A-4      02151AAD2     B              AAA
1-A-5      02151AAE0     B              AAA
1-A-6      02151AAF7     B              AAA
1-A-7      02151AAG5     BBB            AAA
1-A-8      02151AAH3     A              AAA
1-A-9      02151AAJ9     B              AAA
1-A-10     02151AAK6     B              AAA
1-A-11     02151AAL4     BBB            AAA
1-A-12     02151AAM2     B              AAA
1-A-13     02151AAN0     B              AAA
1-A-14     02151AAP5     B              AAA
1-A-15     02151AAQ3     BBB            AAA
1-A-16     02151AAR1     BBB            AAA
1-A-17     02151AAS9     B              AAA
1-A-18     02151AAT7     B              AAA
1-A-19     02151AAU4     B              AAA
1-A-20     02151AAV2     B              AAA
1-A-21     02151AAW0     B              AAA
1-A-22     02151AAX8     A              AAA
1-A-23     02151AAY6     A              AAA
1-A-24     02151AAZ3     B              AAA
1-A-25     02151ABA7     B              AAA
1-A-26     02151ABB5     A              AAA
1-A-27     02151ABC3     A              AAA
1-A-28     02151ABD1     B              AAA
1-A-29     02151ABE9     B              AAA
1-A-30     02151ABF6     A              AAA
1-A-31     02151ABG4     A              AAA
1-A-32     02151ABH2     B              AAA
1-A-33     02151ABJ8     B              AAA
1-A-34     02151ABK5     A              AAA
1-A-35     02151ABL3     B              AAA
1-A-36     02151ABM1     B              AAA
1-A-37     02151ABN9     A              AAA
1-A-38     02151ABP4     B              AAA
1-A-39     02151ABQ2     B              AAA
1-A-40     02151ABR0     A              AAA
1-A-41     02151ABS8     B              AAA
1-A-42     02151ABT6     B              AAA
1-X        02151ABV1     A              AAA
2-A-1      02151ABW9     A              AAA
2-A-2      02151ABX7     B              AAA
2-X        02151ABY5     A              AAA
PO         02151ABZ2     A              AAA
M          02151ACB4     CCC            AA-
B-1        02151ACC2     CCC            BBB+
B-3        02151ACE8     CC             CCC

Alternative Loan Trust 2007-OA3
Series 2007-OA3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-2      02150TAB6     BBB            AAA
1-A-3      02150TAC4     B              AAA/Watch Neg
2-A-2      02150TAE0     BBB            AAA
2-A-3      02150TAF7     B              AAA/Watch Neg
M-1        02150TAK6     B-             AA+/Watch Neg
M-2        02150TAL4     CCC            AA/Watch Neg
M-3        02150TAM2     CCC            A/Watch Neg
M-4        02150TAN0     CCC            BBB+/Watch Neg
M-5        02150TAP5     CCC            BBB/Watch Neg
M-6        02150TAQ3     CC             BB+/Watch Neg
M-7        02150TAR1     CC             BB/Watch Neg
M-8        02150TAS9     CC             CCC

Alternative Loan Trust 2007-OA8
Series 2007-OA8
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-2      02148GAB9     BB             AAA
1-A-3      02148GAC7     B              AAA/Watch Neg
2-A-2      02148GAE3     BB             AAA
2-A-3      02148GAF0     B              AAA/Watch Neg
M-1        02148GAJ2     CCC            AA+/Watch Neg
M-2        02148GAK9     CCC            A/Watch Neg
M-3        02148GAL7     CCC            BBB+/Watch Neg
M-4        02148GAM5     CCC            BBB/Watch Neg
M-5        02148GAN3     CCC            BB+/Watch Neg
M-6        02148GAP8     CCC            BB/Watch Neg
M-7        02148GAQ6     CC             B/Watch Neg
M-8        02148GAR4     CC             CCC
M-9        02148GAS2     D              CC

American Home Mortgage Assets Trust 2006-2
Series 2006-2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1A3        02660XAC8     BBB            AAA
2A3        02660XAF1     BBB            AAA
M-1        02660XAJ3     B              BBB/Watch Neg
M-2        02660XAK0     CCC            BB/Watch Neg
M-3        02660XAL8     CCC            B/Watch Neg
M-5        02660XAN4     CC             CCC

American Home Mortgage Assets Trust 2006-4
Series 2006-4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A-2-2    02660LAD2     AAA            AAA/Watch Neg
I-A-3      02660LAE0     BB-            A/Watch Neg
II-A-3     02660LAH3     BB-            A/Watch Neg
M-1        02660LAJ9     CCC            BB/Watch Neg
M-2        02660LAK6     CCC            B/Watch Neg
M-4        02660LAM2     CC             CCC

Bear Stearns Mortgage Funding Trust 2006-AR2
Series 2006-AR2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-2_GT   07401AAB3     BB+            AAA
I-A-3      07401AAC1     BB-            AAA
I-B-1      07401AAE7     B              AA+
I-B-2      07401AAF4     B-             AA
I-B-3      07401AAG2     CCC            AA-
I-B-4      07401AAH0     CCC            A+
I-B-5      07401AAJ6     CCC            A
I-B-6      07401AAK3     CC             A-
I-B-7      07401AAL1     CC             BBB+
I-B-8      07401AAM9     CC             BBB
I-B-9      07401AAN7     CC             BBB-
II-A-2     07401AAY3     AA             AAA
II-B-1     07401AAZ0     CCC            AA
II-B-2     07401ABA4     CCC            A
II-B-3     07401ABB2     CC             BBB
II-B-4     07401ABC0     CC             BBB-
II-B-5     07401AAU1     D              BB
I-A-2      07401AAP2     BB+            AAA

CHL Mortgage Pass-Through Trust 2005-2
Series 2005-2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-3        12669GSG7     A              AA+
M-4        12669GSH5     BB             AA
M-5        12669GSJ1     B              AA
M-6        12669GSK8     B-             AA-
M-7        12669GSL6     CCC            A+
M-8        12669GSM4     CCC            A
B-1        12669GPZ8     CCC            BBB+
B-2        12669GQA2     CCC            BBB
B-3        12669GQB0     CC             B
B-4        12669GQC8     D              CCC

Deutsche Alt-A Securities Mortgage Loan Trust, Series 2006-OA1
Series 2006-OA1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-3        25150QAC1     BBB            AAA/Watch Neg
M-1        25150QAD9     B              AA-/Watch Neg
M-2        25150QAE7     B-             A+/Watch Neg
M-3        25150QAF4     CCC            A/Watch Neg
M-4        25150QAG2     CCC            A-/Watch Neg
M-5        25150QAH0     CC             BBB+/Watch Neg
M-6        25150QAJ6     CC             BBB-/Watch Neg

Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-AR3
Series 2007-AR3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-M-3      25150VAG1     CC             CCC
II-A-3     25150VAK2     BBB            AA
II-A-4     25150VAL0     BBB            AA
II-A-6     25150VAN6     BBB            AA
II-A-7     25150VAP1     B              BBB
II-M-1     25150VAQ9     CCC            B
II-M-4     25150VAT3     CC             CCC
II-M-5     25150VAU0     CC             CCC
II-M-6     25150VAV8     CC             CCC

Structured Asset Mortgage Investments II Trust 2006-AR4
Series 2006-AR4
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A-1      86360QAA3     BB+            AAA
II-A-3     86360QAD7     BB+            AAA
III-A-3    86360QAG0     BB+            AAA
IV-A-3     86360QAL9     BB+            AAA
V-A-3      86360QAP0     BB+            AAA
B-1        86360QAR6     B+             AA+
B-2        86360QAS4     B              AA
B-3        86360QAT2     CCC            A
B-4        86360QAU9     CCC            BBB
B-5        86360QAV7     CCC            BB
B-6        86360QAW5     CC             B
B-7        86360QAX3     CC             CCC
B-8        86360QBC8     CC             CCC

                         Ratings Affirmed

Adjustable Rate Mortgage Trust 2007-2
Series 2007-2

Class      CUSIP         Rating
-----      -----         ------
2-A-1      00703AAD9     AAA

Alternative Loan Trust 2005-24
Series 2005-24

Class      CUSIP         Rating
-----      -----         ------
1-A-1      12667GNS8     AAA
1-A-2      12667GNT6     AAA
1-A-X      12667GNU3     AAA
2A-1A      12667GNV1     AAA
2-A-1B     12667GUY7     AAA
2-A-1C     12667GUZ4     AAA
2-A-2      12667GNW9     AAA
2-A-X      12667GNX7     AAA
3-A-1      12667GNY5     AAA
3-A-2      12667GNZ2     AAA
II-A-X     12667GPA5     AAA
4-A-1      12667GPB3     AAA
4-A-2      12667GPC1     AAA
4-A-3      12667GPD9     AAA

Alternative Loan Trust 2005-27
Series 2005-27

Class      CUSIP         Rating
-----      -----         ------
1-A-1      12667GL76     AAA
1-A-2      12667GL84     AAA
1-A-3      12667GL92     AAA
1-A-4      12667GM26     AAA
1-A-5      12667GM34     AAA
1-A-6      12667GM42     AAA
1-A-7      12667GM59     AAA
1-A-8      12667GM67     AAA
1-A-9      12667GM75     AAA
1-A-10     12667GQ71     AAA
1-X-1      12667GM83     AAA
1-X-2      12667GM91     AAA
1-X-3      12667GN25     AAA
2-A-1      12667GN33     AAA
2-A-2      12667GN41     AAA
2-A-3      12667GN58     AAA
2-A-4      12667GN66     AAA
2-A-5      12667GN74     AAA
2-A-6      12667GQ89     AAA
2-X-1      12667GN82     AAA
2-X-2      12667GN90     AAA
3-A-1      12667GP23     AAA
3-A-2      12667GP31     AAA
3-A-3      12667GP49     AAA
3-A-4      12667GQ97     AAA
3-A-5      12667GR21     AAA
3-X-1      12667GP56     AAA
3-X-2      12667GP64     AAA
3-X-3      12667GR39     AAA
M-X        12667GP80     AAA

Alternative Loan Trust 2005-31
Series 2005-31

Class      CUSIP         Rating
-----      -----         ------
1-A-1      12667GYX5     AAA
1-A-2      12667GYY3     AAA
1-A-3      12667GYZ0     AAA
1-X        12667GZA4     AAA
2-A-1      12667GZB2     AAA
2-A-2      12667GZC0     AAA
2-A-3      12667GZD8     AAA
2X         12667GZE6     AAA
2-B-3      12667GZT3     BB

Alternative Loan Trust 2005-41
Series 2005-41

Class      CUSIP         Rating
-----      -----         ------
1-A-1      12667GR62     AAA
1-A-2B     12667GW25     AAA
1-A-2C     12667GW33     AAA
2-A-1      12667GR96     AAA
2-A-3      12667G3K7     AAA
1-X        12667GR88     AAA
2-X-1      12667GS38     AAA
2-X-2      12667GS46     AAA

Alternative Loan Trust 2006-28CB
Series 2006-28CB

Class      CUSIP         Rating
-----      -----         ------
A-11       02147TAL0     AAA
A-12       02147TAM8     AAA
A-14       02147TAP1     AAA
A-15       02147TAQ9     AAA
A-21       02147TAW6     AAA
X          02147TAX4     AAA

Alternative Loan Trust 2006-OA10
Series 2006-OA10

Class      CUSIP         Rating
-----      -----         ------
1-A-1      02146QAA1     AAA
X-NB       02146QAE3     AAA
2-A-1      02146QAB9     AAA
X-BI       02146QAF0     AAA
3-A-1      02146QAC7     AAA
4-A-1      02146QAD5     AAA
X-PP       02146QAH6     AAA
X-AD       02146QAJ2     AAA

Alternative Loan Trust 2006-OA14
Series 2006-OA14

Class      CUSIP         Rating
-----      -----         ------
1-A-1      02146SAA7     AAA
2-A-1      02146SAD1     AAA
3-A-1      02146SAG4     AAA
X-1        02146SAJ8     AAA
X-2        02146SAK5     AAA

Alternative Loan Trust 2006-OA18
Series 2006-OA18

Class      CUSIP         Rating
-----      -----         ------
A-1        23244GAD4     AAA

Alternative Loan Trust 2006-OA19
Series 2006-OA19

Class      CUSIP         Rating
-----      -----         ------
A-1        12668RAA6     AAA
X-P        12668RAG3     AAA

Alternative Loan Trust 2007-11T1
Series 2007-11T1

Class      CUSIP         Rating
-----      -----         ------
A-6        02150GAF5     AAA
A-7        02150GAG3     AAA
X          02150GCR7     AAA

Alternative Loan Trust 2007-OA3
Series 2007-OA3

Class      CUSIP         Rating
-----      -----         ------
1-A-1      02150TAA8     AAA
2-A-1      02150TAD2     AAA
X          02150TAG5     AAA

Alternative Loan Trust 2007-OA8
Series 2007-OA8

Class      CUSIP         Rating
-----      -----         ------
1-A-1      02148GAA1     AAA
2-A-1      02148GAD5     AAA
X          02148GAG8     AAA

American Home Mortgage Assets Trust 2006-2
Series 2006-2

Class      CUSIP         Rating
-----      -----         ------
1A1        02660XAA2     AAA
1A2        02660XAB0     AAA
2A1        02660XAD6     AAA
2A2        02660XAE4     AAA
XBI        02660XAG9     AAA
XBJ        02660XAH7     AAA

American Home Mortgage Assets Trust 2006-4
Series 2006-4

Class      CUSIP         Rating
-----      -----         ------
I-A-1-1    02660LAA8     AAA
I-A-1-2    02660LAB6     AAA
I-A-2-1    02660LAC4     AAA
II-A-1     02660LAF7     AAA
II-A-2     02660LAG5     AAA

Bear Stearns Mortgage Funding Trust 2006-AR2
Series 2006-AR2

Class      CUSIP         Rating
-----      -----         ------
I-A-1      07401AAA5     AAA
I-X        07401AAD9     AAA
II-A-1     07401AAX5     AAA

CHL Mortgage Pass-Through Trust 2005-2
Series 2005-2

Class      CUSIP         Rating
-----      -----         ------
1-A-1      12669GPN5     AAA
1-A-2      12669GPP0     AAA
2-A-1      12669GPR6     AAA
2-A-2      12669GPS4     AAA
2-A-3      12669GPT2     AAA
2-A-4      12669GPU9     AAA
M-X        12669GPY1     AAA
M-1        12669GPX3     AA+
M-2        12669GSF9     AA+

Deutsche Alt-A Securities Mortgage Loan Trust, Series 2006-OA1
Series 2006-OA1

Class      CUSIP         Rating
-----      -----         ------
A-1        25150QAA5     AAA
A-2        25150QAB3     AAA

Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-AR3
Series 2007-AR3

Class      CUSIP         Rating
-----      -----         ------
I-A-1      25150VAA4     AA
I-A-2      25150VAB2     AA
I-A-3      25150VAC0     AA
I-A-4      25150VAD8     AA
II-A-1     25150VAH9     AA+
II-A-2A    25150VAZ9     AAA
II-A-2B    25150VBA3     AAA
II-A-5     25150VAM8     AAA

Structured Asset Mortgage Investments II Trust 2006-AR4
Series 2006-AR4

Class      CUSIP         Rating
-----      -----         ------
II-A-1     86360QAB1     AAA
II-A-2     86360QAC9     AAA
III-A-1    86360QAE5     AAA
III-A-2    86360QAF2     AAA
III-X      86360QAH8     AAA
IV-A-1     86360QAJ4     AAA
IV-A-2     86360QAK1     AAA
V-A-1      86360QAM7     AAA
V-A-2      86360QAN5     AAA
V-X        86360QAQ8     AAA

* S&P Downgrades Ratings on 19 Tranches From Seven CDOs
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 19
tranches from seven U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 13 of the lowered ratings
from CreditWatch with negative implications.  At the same time,
S&P affirmed one rating from Stone Tower CDO Ltd. and removed it
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 19 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $5.190 billion.  Four of the seven 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, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 3,899 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, 1,237 ratings from 445 transactions are
currently on CreditWatch with negative implications for the same
reasons.  In all, S&P has downgraded $457.235 billion of CDO
issuance.  Additionally, S&P's ratings on $28.419 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
  -----------                  -----      --             ----
Bluegrass ABS CDO II Ltd.      A-1MT-a    A              AA+/Watch
Neg
Bluegrass ABS CDO II Ltd.      A-1MT-b    A              AA+/Watch
Neg
Bluegrass ABS CDO II Ltd.      A-2        CCC-/Watch Neg B+/Watch
Neg  
CEAGO ABS CDO 2007-1 Ltd       S          CCC-/Watch Neg A/Watch
Neg   
CEAGO ABS CDO 2007-1 Ltd       A-1        CCC-/Watch Neg BB/Watch
Neg  
CEAGO ABS CDO 2007-1 Ltd       A-2        CC             
CCC+/Watch Neg
CEAGO ABS CDO 2007-1 Ltd       B          CC             CCC/Watch
Neg
CEAGO ABS CDO 2007-1 Ltd       C          CC             CCC-
/Watch Neg
Longport Funding III Ltd       A1-VFN     CC             CCC/Watch
Neg
Nassau CDO I Ltd               A-1A       CC             B+/Watch
Neg  
Nassau CDO I Ltd               A-1B       CC             B+/Watch
Neg  
Nassau CDO I Ltd               A-2        CC             CCC-
/Watch Neg
Pine Mountain CDO II Ltd       A          CC             BB/Watch
Neg  
Pine Mountain CDO II Ltd       B          CC             CCC/Watch
Neg
RFC CDO III, Ltd.              A-2        BB-/Watch Neg  AA/Watch
Neg  
RFC CDO III, Ltd.              B          CCC-/Watch Neg A/Watch
Neg   
RFC CDO III, Ltd.              C          CC             BBB/Watch
Neg
RFC CDO III, Ltd.              D          CC             BB/Watch
Neg  
Stone Tower CDO Ltd            A-3L       A              A/Watch
Neg   
West Trade Funding CDO III     A-1        B-/Watch Neg   AA/Watch
Neg  

                        Other Outstanding Ratings

  Transaction                  Class      Rating
  -----------                  -----      ------
Bluegrass ABS CDO II Ltd.      B          CC                           
Bluegrass ABS CDO II Ltd.      C-1        CC                           
Bluegrass ABS CDO II Ltd.      C-2        CC                           
Bluegrass ABS CDO II Ltd.      Type I Com CC                           
CEAGO ABS CDO 2007-1 Ltd       D          CC                           
Longport Funding III Ltd       A2A        CC                           
Longport Funding III Ltd       A2B        CC                           
Longport Funding III Ltd       B          CC                           
Longport Funding III Ltd       C          CC                           
Longport Funding III Ltd       D          CC                           
Longport Funding III Ltd       E          CC                           
Longport Funding III Ltd       SubNotes   CC                           
Nassau CDO I Ltd               A-3        CC                           
Nassau CDO I Ltd               B          CC                           
Nassau CDO I Ltd               C          CC                           
Nassau CDO I Ltd               D          CC                           
Pine Mountain CDO II Ltd       C          CC                           
Pine Mountain CDO II Ltd       D          CC                           
Pine Mountain CDO II Ltd       E          CC                           
Stone Tower CDO Ltd            A-1LA      AAA                          
Stone Tower CDO Ltd            A-1LB      AAA                          
Stone Tower CDO Ltd            A-2L       AA                           
Stone Tower CDO Ltd            B-1L       BBB/Watch Neg                
West Trade Funding CDO III     A-2        CC                           
West Trade Funding CDO III     A-3        CC                           
West Trade Funding CDO III     A-4        CC                           
West Trade Funding CDO III     B          CC                           
West Trade Funding CDO III     C          CC                           
West Trade Funding CDO III     D          CC                           
West Trade Funding CDO III     E          CC                           


* S&P Says Apparel Vendors Could Find Their Profits Dropping
------------------------------------------------------------
The overriding factor affecting apparel companies and their
ratings in 2009 will be economic uncertainty, said Standard &
Poor's Ratings Services in a commentary published on
RatingsDirect.

"Credit FAQ: If Strapped Consumers Don't Keep Shopping, Apparel
Companies Could Find Their Profits Dropping" notes that a
lackluster back-to-school season for apparel retailers in
combination with consumers' economic worries is changing the
landscape for U.S. apparel vendors-companies that design, market,
and in some cases have their own retail stores.  Apparel retailers
and vendors will bear the full brunt of economic woes as shoppers
facing unemployment, job uncertainty, and declining personal
wealth curtail spending in the months ahead, according to the
report.

Dampened consumer confidence will also hurt prospects for 2008
holiday sales for retailers, which S&P believes will in turn harm
apparel vendors in the form of fewer order commitments for the
2009 selling seasons, and increased demands for higher markdown
discounts and allowances, the report notes.  "How well the
companies weather the downturn, control rising costs, and manage
their financial policies will determine ratings," said Standard &
Poor's credit analyst Susan H. Ding.


* S&P Cuts Ratings on 35 Tranches from 9 Cash Flow & Hybrid CDOs
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 35
tranches from nine U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 13 of the lowered ratings
from CreditWatch with negative implications.  At the same time,
S&P affirmed one rating from Silver Marlin CDO I Ltd. and removed
it from CreditWatch with negative implications.  In addition, S&P
placed one rating from STAtic ResidenTial CDO 2005-A on
CreditWatch with negative implications.

Lastly, S&P withdrew its rating on one tranche from Duke Funding
XIII Ltd.  The ratings on 22 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 35 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $6.944 billion. Five of the nine 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 four transactions are high-grade SF CDOs of
ABS, which were collateralized at origination primarily by 'AAA'
through 'A' rated tranches of RMBS and other SF securities.  The
CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS.

To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 3,922 tranches from 883 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, 1,230 ratings from 444 transactions are
currently on CreditWatch with negative implications for the
same reasons.  In all, S&P has downgraded $460.674 billion of CDO
issuance.

Additionally, S&P's ratings on $26.777 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
  -----------                 -----    --             ----
Adirondack 2005-2 Ltd.        A-1LT-a  AA/Watch Neg   AAA              
Adirondack 2005-2 Ltd.        A-1LT-b  AA/Watch Neg   AAA              
Adirondack 2005-2 Ltd.        A-2      A/Watch Neg    AAA              
Adirondack 2005-2 Ltd.        B        BBB-/Watch Neg AA               
Adirondack 2005-2 Ltd.        C        B-/Watch Neg   A/Watch Neg      
Adirondack 2005-2 Ltd.        D        CCC/Watch Neg  BBB/Watch Neg    
Adirondack 2005-2 Ltd.        E        CC             BB+/Watch Neg    
Burnham Harbor CDO 2006-1 Ltd A-1LB    B-/Watch Neg   AAA/Watch Neg    
Burnham Harbor CDO 2006-1 Ltd A-2L     CCC-/Watch Neg A+/Watch Neg     
Burnham Harbor CDO 2006-1 Ltd A-3L     CC             BB+/Watch Neg    
Burnham Harbor CDO 2006-1 Ltd B-1L     CC             CCC/Watch Neg    
C-BASS CBO XIV Ltd            A        BBB-/Watch Neg AAA/Watch Neg    
C-BASS CBO XIV Ltd            B        BB-/Watch Neg  AA/Watch Neg     
C-BASS CBO XIV Ltd            C        CC             A/Watch Neg      
C-BASS CBO XIV Ltd            D        CC             BBB/Watch Neg    
CMO Holdings III Ltd.         A-1      A-/Watch Neg   AAA/Watch Neg    
CMO Holdings III Ltd.         A-2      CCC+/Watch Neg AA/Watch Neg     
CMO Holdings III Ltd.         A-3      CC             A/Watch Neg      
CMO Holdings III Ltd.         A-4      CC             BBB/Watch Neg    
CMO Holdings III Ltd.         A-5      CC             B/Watch Neg      
Duke Funding XIII Ltd         I Combo  NR             AAA              
Huntington CDO Ltd            A-2      AA/Watch Neg   AAA/Watch Neg    
Huntington CDO Ltd            B        BBB/Watch Neg  A/Watch Neg      
Huntington CDO Ltd            C-1      BB/Watch Neg   BBB-/Watch Neg   
Huntington CDO Ltd            C-2      BB/Watch Neg   BBB-/Watch Neg   
Sharps CDO II Ltd             A-1      CC             BB/Watch Neg     
Sharps CDO II Ltd             A-2      CC             CCC+/Watch Neg   
Sharps CDO II Ltd             A-3      CC             CCC-/Watch Neg   
Silver Marlin CDO I Ltd       A-1      AA             AA/Watch Neg     
STAtic ResidenTial CDO 2005-A A-1      AAA/Watch Neg  AAA              
STAtic ResidenTial CDO 2005-A A-2      BBB-/Watch Neg AAA/Watch Neg    
STAtic ResidenTial CDO 2005-A B        B-/Watch Neg   AA/Watch Neg     
STAtic ResidenTial CDO 2005-A C        CCC-/Watch Neg A/Watch Neg      
STAtic ResidenTial CDO 2005-A D        CC             BBB/Watch Neg    
Toro ABS CDO I Ltd            A        B/Watch Neg    AA+              
Toro ABS CDO I Ltd            B        CCC-/Watch Neg BBB+/Watch Neg   
Toro ABS CDO I Ltd            C        CC             BB+/Watch Neg    
West Trade Funding II CDO     A-1      CCC+/Watch Neg AA/Watch Neg     

                         Other Outstanding Ratings

Transaction                   Class    Rating
-----------                   -----    ------
Huntington CDO Ltd            A-1A     AAA                             
Huntington CDO Ltd            A-1B     AAA                             
Sharps CDO II Ltd             B        CC                              
Sharps CDO II Ltd             C        CC                              
Sharps CDO II Ltd             D-1      CC                              
Sharps CDO II Ltd             D-2      CC                              
Silver Marlin CDO I Ltd       A-2      CC                              
Silver Marlin CDO I Ltd       A-3      CC                              
Silver Marlin CDO I Ltd       A-4      CC                              
Silver Marlin CDO I Ltd       B        CC                              
Silver Marlin CDO I Ltd       C        CC                              
Silver Marlin CDO I Ltd       D        CC                              
Silver Marlin CDO I Ltd       E        CC                              
Silver Marlin CDO I Ltd       F        CC                              
West Trade Funding II CDO     A-2      CC                              
West Trade Funding II CDO     A-3      CC                              
West Trade Funding II CDO     A-4      CC                              
West Trade Funding II CDO     B        CC                              
West Trade Funding II CDO     C        CC                              
West Trade Funding II CDO     D        CC                              
West Trade Funding II CDO     E        CC                              
West Trade Funding II CDO     F        CC                              


* BOOK REVIEW: Distressed Investment Banking:
               To the Abyss and Back
---------------------------------------------
Authors: Henry F. Owsley and Peter S. Kaufman
Publisher:  Beard Books
Hardcover:  236 pages
List Price: US$59.96

Own your personal copy at
http://amazon.com/exec/obidos/ASIN/1587982676/internetbankrupt

This new book is the definitive work on distressed investment
banking by two widely acknowledged leaders in this field.

Dealing with the restructuring of troubled companies, an insider's
view is provided on the methods and complexities of this
fascinating area of investment banking.

It demystifies what investment bankers really do and conveys
difficult concepts in easily understandable terms.

Particular focus is directed to unconflicted advice to boards of
directors interested in recoveries of shareholders.

Attorneys, accountants, crisis mangers, business students, judges,
and investment bankers -- as well as management and directors of
distressed companies -- all will find this book of interest.

                             *********

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 ***