TCR_Public/081020.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, October 20, 2008, Vol. 12, No. 250         

                             Headlines

556 FIRST: Case Summary & Five Largest Unsecured Creditors
ALEC NAMAN CATERING: Files for Chapter 11 Protection
AMCORE FINANCIAL: Asset Quality Slide Cues Fitch to Cut Ratings
AMERICAN FIBERS: Gets Final OK to Use $7.7 Million GECC Facility
AMERICAN HOME: Moody's Lowers Ratings on 62 Loan Tranches

AMERICAN INT'L: Sens. Want Halt on Mortgage Law Change Efforts
ARCHCO VENTURES: Case Summary & Two Largest Unsecured Creditors
ASSET FAMILY: Voluntary Chapter 11 Case Summary
BALLANTYNE RE: Fitch Cuts $250 Million Class Notes Rating to 'CCC'
BALTIMORE GAS: MidAmerican Seeks State Gov't Okay on Acquisition

BANKERS OF RUPTCY: Case Summary & 20 Largest Unsecured Creditors
BEAR STEARNS: Fitch Holds Low-B Ratings on Six Class Certificates
BILL HEARD: Opposes GMAC's Repossession of Unsold Autos
BON-TON STORES: S&P Cuts Sr. Unsec. Rating to CCC; Outlook Stable
BURGER KING: Fitch Lifts Issuer Default Rating to 'BB'

CBRE REALTY: Moody's Affirms Ratings on Overall Stable Performance
CENTRAL ILLINOIS: Fitch Lifts 'BB+' Pref. Stock Rating to 'BBB'
CHOCTAW GENERATION: S&P Cuts Rating to 'BB'; Keeps Neg. Outlook
CHRISTO BARDIS: Files for Chapter 11 Bankruptcy in California
CHRISTO BARDIS: Case Summary & 20 Largest Unsecured Creditors

CISTERA NETWORKS: Has $951,000 Net Loss for Sept. 2007 Quarter
CITIGROUP INC: Posts $2.8 Billion Net Loss in 2008 Third Quarter
CMT AMERICA: Wants Case Converted to Chapter 7 Liquidation
COLOWYO COAL: S&P Cuts $192.8MM Bonds Rating to 'BB-' from 'BB'
CONSTELLATION ENERGY: MidAmerican Seeks Gov't Approval on Deal

CSMC 2006-TFL2: Fitch Affirms Low-B Ratings on Two Class Certs.
DISTRIBUTED ENERGY: Wants Plan Filing Period Extended to Dec. 31
DOMARK INT'L: Report $959,000 Net Loss for August 31, 2008
EATON VANCE: Moody's Trims $6MM Notes Rating to 'Ba1' from 'Baa3'
EHAB A MOHAMED MEDICAL: Case Summary & Largest Unsecured Creditors

EIF CALYPSO: S&P's 'BB+' Rating Unaffected by Northampton's Cut
ELITE CROSS: Voluntary Chapter 11 Case Summary
FAMILY MANAGEMENT: Case Summary & Two Largest Unsecured Creditors
FANNIE MAE: Gov't May Have to Pay Shareholders in Fraud Lawsuit
FORD MOTOR: John Bond & Jorma Ollila Leave Board Member Posts

GENERAL MOTORS: Starts Looking for Hummer Buyer
G&G/PENINSULA: Section 341(a) Meeting Scheduled for November 5
GATEWAY ETHANOL: Section 341(a) Meeting Scheduled for November 5
GRAY TELEVISION: Moody's Reviews Ratings for Possible Downgrade
GUZMAN GROUP: Case Summary & Two Largest Unsecured Creditors

HAMIL CORP: Section 341(a) Meeting Scheduled for November 13
HEALTHCARE PARTNERS: S&P Lifts Counterparty Credit Rating to 'BB+'
JETBLUE AIRWAYS: Improved Revenue Cues S&P to Affirm 'B-' Rating
JP MORGAN: Fitch Downgrades Class 1B3 Trust Rating to 'CCC/DR2'
JUDITH GARVIN: Case Summary & 15 Largest Unsecured Creditors

KARYKEION INC: Schedules-Filing Deadline Extended to November 10
KEY DEVELOPERS: Sells 171 Channelside Condos for $21.9 Million
LANDMARK II: Moody's Slashes $6MM Notes Rating to 'Ca' from 'Ba2'
LANDSOURCE COMMUNITIES: Barclays Files Plan, Mulls Asset Sale
LANDSOURCE COMMUNITIES: Treatment of Claims Under Chapter 11 Plan

LANDSOURCE COMMUNITIES: Gives Up Exclusive Right to File Plan
LEAR CORP: S&P Cuts Corp. Credit to 'B' on Weak Sales & Cash Flow
LEHMAN MORTGAGE: S&P Junks Ratings on 9 Pass-Through Certificates
LINENS 'N THINGS: Canadian Unit Files for Protection under BIA
LOVELL PLACE: Asks Court to Extend Plan Filing Period to Nov. 14

MACH GEN: S&P Puts 'B+' $580MM Loan Rating Under Positive Watch
MERRILL LYNCH: Posts $5.2BB in 3rd Quarter Ended Sept. 26
MGM MIRAGE: Tender Offer to Exchange Stock Options Expires
MICHAELS STORES: $120MM Credit Facility Won't Affect S&P's Rating
MICROMET INC: Index Venture Discloses 6% Equity Stake

MORGAN STANLEY: S&P Chips $3.5MM Class A-14 Notes Rating to 'B'
MORGAN STANLEY: Fitch Affirms Low-B Ratings on Three Class Certs.
MOTOR COACH: Wins Permission to Obtain $315 Million Loan
MOTOR COACH: Canadian Unit Lays Off 21 Workers
MXENERGY HOLDINGS: S&P Holds 'CCC+' Senior Unsecured Rating

NATIONAL AMUSEMENTS: In Talks With Lenders After Selling Shares
NOMURA ASSET: Moody's Chips Ratings on 83 Tranches from 16 Loans
NORD RESOURCES: Wants Shares Deregistered After Warrants Expire
NORTHAMPTON GENERATING: S&P Cuts $153MM Revenue Bonds Rating to B-
NOVA SCOTIA CO: Moody's Cuts ID and Facility Ratings; Outlook Neg.

OMNOVA SOLUTIONS: S&P Cuts Ratings to 'B' on Declining Financial
OPEN ENERGY: Reports $4.5 Million Net Loss for August 2008
PAINE WEBBER: Fitch Downgrades Class 1B5 Trust Rating to 'B'
PARADIGM MEDICAL: June 30 Balance Sheet Upside-down by $3.1 Mil.
PETTERS COMPANY: Case Summary & 13 Largest Unsecured Creditors

PETTERS AVIATION: CEO Says Airline Staff to Get Back 70% of Wages
PETTERS COMPANY: Petters Group Creditors List Made Public
PETTERS COMPANY: Case Summary & 13 Largest Unsecured Creditors
PHILADELPHIA SCHOOL: Moody's Assigns 'Ba2' Underlying Rating
PIERRE FOODS: Wants Exclusive Plan Filing Period Moved to Jan 2009

PILGRIM'S PRIDE: Plunges 24% on Bankruptcy Speculation
PILGRIM'S PRIDE: Denies Bankruptcy Rumors
PLASTECH ENGINEERED: Files Amended Joint Plan of Liquidation
PLIANT CORP: S&P Junks Credit Rating on Debt Refinancing Concerns
POE FINANCIAL: Poe & Associates File Modified Amended Plan

QUIGLEY CO: Pfizer Objects to U.S. Trustee's Proposed Probe
RELIANT ENERGY: Disclosure Statement, Confirmation Schedule OK'd
RESOURCE REAL: Fitch Affirms 'B' $28.46 Million Notes Rating
RITE AID: S&P Cuts $500MM & $470MM Second-Lien Notes to 'B-'
SPANISH BROADCASTING: S&P Junks Corp. Credit Rating; Outlook Neg.

SPRINT NEXTEL: Accounting Officer Gregoire Discloses Equity Stake
STEVE AND BARRY: Balks Panel's Move to Access Insider Documents
SUPERIOR OFFSHORE: Seeks Until November 20 to File Ch.11 Plan
TRIBUNE CO: Draws $250 Million of Revolving Credit Line
TROPICANA ENT: Seeks to Regain Control of Atlantic City Assets

TROPICANA ENT: Steering Panels Supports DIP Facility Amendment
TROPICANA ENT: Gets Go-Signal to Enter Into Amended DIP Facility
TWEETER HOME: Court Extends Exclusive Period Until December 2
TWEETER HOME: Seeks Until April 29, 2009 to Remove Actions
US ENERGY: Has Until December 5 to Solicit Acceptances of Plan

VESTA INSURANCE: Haskell, et al., Seek Dismissal of Trustee Action
VONAGE HOLDINGS: Extends Expiration Date of Tender Offer to Nov. 3
WASHINGTON MUTUAL: Taps Weil Gotshal as Lead Bankruptcy Counsel
WASHINGTON MUTUAL: Taps Richards Layton as Bankruptcy Co-Counsel
WASHINGTON MUTUAL: Wants to Hire KCC as Claims and Noticing Agent

WATERFORD LAKES: Case Summary & 10 Largest Unsecured Creditors
WELLS FARGO: Moody's Lowers Ratings on 53 Tranches from Six RMBS
WERNER LADDER: NY Court Transfers $1 Billion Lawsuit to Delaware
WEST CONTRA: S&P Lifts Underlying Rating to 'A+' from 'C'
WESTERN REFINING: S&P Keeps 'B+' Rating Under Negative CreditWatch

WORLDSPACE INC: Files for Chapter 11 Bankruptcy in Delaware
WORLDSPACE INC: Case Summary & 30 Largest Unsecured Creditors
W.R. GRACE: Court Denies Libby Claimants' 2nd Reconsideration Plea

* S&P Takes Rating Actions on Various U.S. CDO Transactions

* BOND PRICING: For the Week of Oct. 12 - Oct. 18, 2008

                             *********


556 FIRST: Case Summary & Five Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 556 First Street, LLC
        556 First Street, Unit 3
        Hoboken, NJ 07030

Bankruptcy Case No.: 08-30146

Chapter 11 Petition Date: October 16, 2008

Court: District of New Jersey (Newark)

Debtor's Counsel: Anita Lang Walch, Esq.
                  anitalangwalch@aol.com
                  Law Offices of Anita Lang Walch
                  646A Newark Avenue
                  Jersey City, NJ 07306
                  Tel: (201) 420-4050

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/njb08-30146.pdf


ALEC NAMAN CATERING: Files for Chapter 11 Protection
----------------------------------------------------
Jeff Amy at Press-Register reports that Alec Naman Catering Inc.
has filed for bankruptcy reorganization in the U.S. Bankruptcy
Court for the Southern District of Alabama.

Press-Register relates that the company's owner, Alec Naman said
that worsening economic conditions and rising food prices made the
company file for bankruptcy on Sept. 29, 2008.  "The high food
costs really hurt us.  We weren't able to adjust our prices
because we were locked in contracts with many of our customers,"
the report quoted Mr. Naman as saying.

Alec Naman Catering, says Press-Register, disclosed debts of
between $1 million and $10 million, compared to assets of less
than $500,000.  Mr. Naman said that the company has 140 full-time
employees and 60 part-time workers.  According to court documents,
the company estimates that no money will be available to pay
unsecured creditors and that it owes money to more than 150
creditors.

According to Press-Register, Alec Naman Catering had large debts
due to recent expansions that dramatically increased its size.  
Alec Naman Catering failed to find new financing or win
concessions from lenders due, in part, to decreased lending by
banks that has marked the worldwide financial crisis, the report
says, citing Mr. Naman.  

Press-Register states that Alec Naman Catering is facing a lawsuit
by Whitney National Bank, who claimed that the company failed to
pay a debt that now totals more than $340,000.  The city of
Mobile, Mobile County, and Alabama Revenue Department filed a
lawsuit against Mr. Naman in August and September for failing to
pay sales taxes.  According to the report, Mobile County claims
that Alec Naman Catering owes it about $156,464 and the city
claims Mr. Naman owes $65,779.  Those cases, says the report, were
frozen after Alec Naman Catering filed for bankruptcy.

Employee leasing company Staff USA also sued Mr. Naman in
May 2008, claiming that Mr. Naman failed to pay $85,000 in debt.  
Staff USA had filed a lawsuit against Mr. Naman in 2003 for his
alleged failure to send checks to Staff USA to pay taxes,
insurance, and other benefits due Alec Naman Catering's workers.  
Mr. Naman, according to Press-Register, claimed that Staff USA
used his money to cover its expenses, instead of paying expenses
for the workers.  Court records indicate that Mr. Naman and Staff
USA appear to have settled the earlier suit.

                   About Alec Naman Catering

Mobile, Alabama-based Alec Naman Catering Inc. offers catering
services provides food at three local stadiums.  It is owned by
Alec Naman.  It runs Naman's Midtown Market, a restaurant and
specialty grocery at the corner of Old Shell Road and North
Florida Street, and Naman's Middle Bay Cafe, a restaurant at the
University of South Alabama's Brookley Center.  The company also
provides food at three local stadiums.  Other Naman family
businesses, including Naman's Meat Co. and Naman's Department
Store, aren't connected to Alec Naman or Alec Naman Catering.

Alec Naman Catering, Inc., filed for chapter 11 protection on
Sept. 29, 2008 (Bankr. S. D. Ala. Case No. 08-13689).  Irvin
Grodsky, Esq., represents the company in its restructuring effort.  
The company listed assets of $100,000 to $500,000 and debts of
$1,000,000 to $10,000,000.


AMCORE FINANCIAL: Asset Quality Slide Cues Fitch to Cut Ratings
---------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
and Individual Ratings on AMCORE Financial, Inc. and AMCORE Bank,
N.A.:

AMFI

  -- Long-term IDR to 'BB-' from 'BB+';
  -- Individual to 'D' from 'C'.

AMCORE Bank

  -- Long-term IDR to 'BB' from 'BB+';
  -- Individual to 'C/D' from 'C'.

In addition, Fitch has placed the long-term IDR, individual
ratings, and long-term deposit rating on Negative Rating Watch.

AMFI's ratings downgrade comes on significant further
deterioration in asset quality, a pressured parent company
liquidity position, relatively lean capital position, and an
increased reliance on wholesale funding.

AMFI's level of nonperforming assets at Sept. 30, 2008 increased
to approximately 5.29% of loans and foreclosed real estate, up
considerably from 2.95% at March 31, 2008.  The deteriorating
asset quality pressured earnings, and AMFI reported a significant
loss for the quarter.  Fitch expects earnings to remain pressured
in the near term with higher levels of non-accrual assets and
chargeoffs. AMFI is currently under a Written Agreement with
regulators related to weaknesses in the bank's commercial lending
area.

This regulatory action requires the bank to improve credit
underwriting and administration practices.  The Negative Watch
reflects the potential for further deterioration in AMFI's
financial flexibility over the near term as the credit cycle
progresses.

The parent company liquidity profile is also under pressure.  With
approximately $11 million in cash as of Sept. 30, 2008 and no bank
dividend capacity to the parent in the foreseeable future, AMFI's
ability to meet parent obligations could become challenged.  AMFI
has taken some steps to address this issue and is currently in the
process of taking additional steps to enhance parent company
flexibility.

Regulatory capital ratios as of September 30, 2008 do not afford
much cushion above regulatory well-capitalized guidelines, with
the bank total risk-based capital ratio at 10.45%.  While recent
wholesale borrowings have been laddered out, AMFI has reported an
increased reliance on wholesale funding.

Somewhat offsetting these rating drivers are AMFI's strong market
share in its home market of Rockford, Illinois, improved
geographic diversification, and continued efforts to fortify its
executive management team by adding industry veterans from larger
Midwest banking institutions.

Fitch has downgraded these ratings:

AMCORE Financial, Inc.

  -- Long-term IDR to 'BB-' from 'BB+';
  -- Individual to 'D' from 'C'.

AMCORE Bank, N.A.

  -- Long-term IDR to 'BB' from 'BB+';
  -- Individual to 'C/D' from 'C';
  -- Long-term deposits to 'BB' from 'BBB-';
  -- Short-term deposits to 'B' from 'F3'.

In addition, Fitch has affirmed these ratings:

AMCORE Financial, Inc.

AMCORE Bank, N.A.

  -- Short-term IDR 'B';
  -- Support '5';
  -- Support Floor 'NF'.


AMERICAN FIBERS: Gets Final OK to Use $7.7 Million GECC Facility
----------------------------------------------------------------
The Hon. Peter J. Walsh of the United States Bankruptcy Court
for the District of Delaware authorized American Fibers and Yarns
Company and AFY Holding Company to obtain, on a final basis, up to
$7,700,000 in debtor-in-possession financing under a revolving
credit facility with General Electric Capital Corporation, as
lender.

On Oct. 8, 2008, the Official Committee of Unsecured Creditors
objected to the Debtors' request.  "The terms of the DIP facility
are to onerous and the Dec. 6, 2008, expiration for the DIP
facility simply does not provide sufficient time for [it] to
pursue sale alternatives that may maximize the value of the
Debtors' assets for the benefit of all creditors," the Committee
argued.

"...the DIP facility pales in comparison to the burdens imposed
on the Debtors and the substantial benefits that are provided to
the [lender]," the Committee continued.

According to the Troubled Company Reporter on Sept. 30, 2008,  the
Court allowed the Debtors to access as much as $2,653,237 in
financing from the lender, on the interim.

The Court authorized the Debtors to use cash collateral securing
repayment of the secured loan to the lenders.

The Debtors entered into a loan and security agreement dated
June 28, 2005, with the lender to provide at least $12,000,000 in
revolving credit facility.  As of the company's bankruptcy filing,
the company has $7.6 million outstanding on account of revolving
credit loans and $115,000 on account of issued but undrawn letters
of credit.  Furthermore, as collateral security for all of the
obligations of the company, GE was granted a first priority lien
and security interest on substantially all of the company's
assets.

The Debtors told the Court that they have an immediate need to use
financing to facilitate, among other things, their efforts to
continue to operate their businesses while they liquidate their
assets.

The committed $7,700,000 DIP financing will incur a floating rate
equal to the Index Rate plus 1.25% per annum.

The lender will be paid a non-refundable closing fee of $200,000,
payable and fully earned at closing.

To secure the Debtors' DIP obligations, the lender will be granted
priority over any and all administrative expenses and fees payable
under Section 28 of the United States Bankruptcy Code.  Moreover,
all financing under the DIP loan will be secured by a first
priority security interest in, and lien upon, all unencumbered
assets of the Debtors.

The DIP facility is subject to a $300,000 carve-out to pay fees
and expenses incurred by professional advisors retained by the
Debtors and the any committee.

The DIP facility contains customary and appropriate events of
default.

A full-text copy of the postpetition loan agreement between the
Debtors and the lender is available for free at:

               http://ResearchArchives.com/t/s?32ae  

A full-text copy of the Debtors' 13 Week Cash Flow Budget is
available for free at:

               http://ResearchArchives.com/t/s?3402

A full-text copy of the Official Committee of Unsecured Creditors'
motion to object debtor-in-possession financing is available for
free
at:

               http://ResearchArchives.com/t/s?3405

Headquartered in Chapel Hill, North Carolina, American Fibers and
Yarns Company -- http://www.afyarns.com/-- is a supplier of dyed    
yarns to the automotive and apparel industries.  The company and
its affiliates, AFY Holding Company, filed for Chapter 11
protection on Sept. 22, 2008 (Bankr. D. Del. lead case no. 08-
12176).  Edward J. Kosmowski, Esq., and Michael R. Nestor, Esq.,
at Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.  The Debtors selected RAS Management
Advisors LLC as proposed financial advisor.  Epiq Bankruptcy
Solution will serve as the Debtors' claims agent.  The U.S.
Trustee for Region 3 appointed creditors to serve on an Official
Committee of Unsecured Creditors.  The Committee selected
Lowenstein Sandler PLC as its counsel and Ashby & Geddes PA as its
Delaware Counsel.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $10 million
and $50 million.


AMERICAN HOME: Moody's Lowers Ratings on 62 Loan Tranches
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 62
tranches from 8 transactions issued by American Home.  Of these, 4
continue to remain on review for further possible downgrade.  
Additionally, 2 senior tranches were placed on review for possible
downgrade.  The collateral backing these transactions consists
primarily of first-lien, fixed and adjustable-rate, Alt-A mortgage
loans.

Ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  
Also, for certain seasoned deals, step-down, or the possibility
thereof, is likely to cause further erosion of credit support from
subordination.

Moody's Investors Service has also published the underlying rating
on one insured note as identified below, and has taken action on
it accordingly.  The underlying ratings reflect the intrinsic
credit quality of the notes in the absence of the guarantee.  The
ratings on securities that are guaranteed or "wrapped" by a
financial guarantor is the higher of a) the rating of the
guarantor or b) the published underlying rating.  The current
ratings on the below notes are consistent with Moody's practice of
rating insured securities at the higher of the guarantor's
insurance financial strength rating and any underlying rating that
is public.

The actions described below are a result of Moody's on-going
review process.

Complete rating actions are:

Issuer: American Home Mortgage Assets Trust 2005-1

  -- Cl. 1-A-1, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-2-2, Downgraded to A1 from Aa1
  -- Cl. 3-A-1-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-A-2-2 Placed on Review for Possible Downgrade,
     currently Aaa

Issuer: American Home Mortgage Assets Trust 2005-2

  -- Cl. 1-A-1, Downgraded to Ba2 from Aaa
  -- Cl. 1-X, Downgraded to Ba2 from Aaa
  -- Cl. 2-A-1A, Downgraded to Ba1 from Aaa
  -- Cl. 2-A-1B, Downgraded to B3 from Aaa; Placed Under Review
     for further Possible Downgrade

  -- Cl. 1-B-1, Downgraded to Ca from B2
  -- Cl. 1-B-2, Downgraded to Ca from Caa1
  -- Cl. 1-B-3, Downgraded to C from Ca
  -- Cl. 2-B-1, Downgraded to Ca from B3
  -- Cl. 2-B-2, Downgraded to C from Ca
  -- Cl. 2-B-3, Downgraded to C from Ca
  -- Cl. 2-B-4, Downgraded to C from Ca

Issuer: American Home Mortgage Investment Trust 2004-3

  -- Cl. MH-1, Downgraded to A3 from Aa2
  -- Cl. MF-1, Downgraded to A1 from Aa2
  -- Cl. MF-2, Downgraded to Baa1 from A2
  -- Cl. MF-3, Downgraded to B1 from Baa2

Issuer: American Home Mortgage Investment Trust 2004-4

  -- Cl. I-A-2, Downgraded to Aa3 from Aaa
  -- Cl. II-A-2, Downgraded to Aa1 from Aaa
  -- Cl. M-1, Downgraded to Baa2 from Aa2
  -- Cl. VI-B-2, Downgraded to Ba1 from Baa2
  -- Cl. VI-B-3, Downgraded to B1 from Baa3

Issuer: American Home Mortgage Investment Trust 2005-1

  -- Cl. I-A-3, Downgraded to Aa2 from Aaa
  -- Cl. II-A-1, Downgraded to Aa1 from Aaa
  -- Cl. II-A-2, Downgraded to Aa3 from Aaa
  -- Cl. VI-A, Downgraded to Aa2 from Aaa
  -- Cl. VIII-A-1, Downgraded to Aa3 from Aaa
  -- Cl. VIII-A-2, Downgraded to A1 from Aaa

Issuer: American Home Mortgage Investment Trust 2005-2

  -- Cl. I-A-2, Downgraded to Aa1 from Aaa
  -- Cl. I-A-3, Downgraded to Aa3 from Aaa
  -- Cl. II-A-1, Downgraded to Aa1 from Aaa
  -- Cl. II-A-2, Downgraded to Aa1 from Aaa
  -- Cl. III-A, Downgraded to Aa2 from Aaa
  -- Cl. IV-A-1, Downgraded to Aa1 from Aaa
  -- Cl. IV-A-2, Downgraded to Aa1 from Aaa
  -- Cl. V-A-1, Downgraded to A1 from Aaa
  -- Cl. V-A-3, Downgraded to Aa3 from Aaa
  -- Cl. V-A-4-A, Downgraded to A1 from Aaa
  -- Cl. V-A-4-C, Downgraded to A1 from Aaa
  -- Cl. V-A-4-D, Downgraded to Aa3 from Aaa, Placed Under Review
     for further Possible Downgrade

Financial Guarantor: Ambac Assurance Corporation (Aa3 on review
for possible downgrade)

  -- Underlying Rating: A1
  -- Cl. M-1, Downgraded to Baa1 from Aa1
  -- Cl. V-M-1, Downgraded to Baa1 from Aa1
  -- Cl. M-2, Downgraded to Baa2 from Aa2
  -- Cl. V-M-2, Downgraded to Baa2 from Aa2
  -- Cl. M-3, Downgraded to Baa3 from Aa3
  -- Cl. V-M-3, Downgraded to Baa3 from Aa3

Issuer: American Home Mortgage Investment Trust 2005-3

  -- Cl. I-A-2, Downgraded to Aa3 from Aaa
  -- Cl. II-A-4, Downgraded to Aa3 from Aaa
  -- Cl. III-A-1, Downgraded to Aa3 from Aaa
  -- Cl. III-A-4, Downgraded to Aa3 from Aaa
  -- Cl. M-1, Downgraded to A3 from Aa1
  -- Cl. M-2, Downgraded to Ba1 from A1
  -- Cl. M-3, Downgraded to B3 from Baa2
  -- Cl. M-4, Downgraded to Caa3 from Ba1

Issuer: American Home Mortgage Investment Trust 2007-2

  -- Cl. I-1A-2, Downgraded to A1 from Aaa
  -- Cl. I-2A-1, Downgraded to A2 from Aaa
  -- Cl. I-3A-1, Downgraded to A1 from Aaa
  -- Cl. I-1A-3, Downgraded to B1 from Aaa; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-2A-2, Downgraded to B1 from Aaa; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-3A-2, Downgraded to B1 from Aaa; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-M-1, Downgraded to Caa3 from Aa3
  -- Cl. I-M-2, Downgraded to Ca from Baa2


AMERICAN INT'L: Sens. Want Halt on Mortgage Law Change Efforts
--------------------------------------------------------------
Elizabeth Williamson at The Wall Street Journal reports that
Senator Dianne Feinstein of California, and Senator Mel Martinez
of Florida asked American International Group Inc. on Friday to
stop using taxpayers money in its effort to diminish the new
federal controls over the mortgage industry.

WSJ relates that after receiving an emergency loan from the
government, in exchange of an 80% stake in the firm, AIG has
continued to lobby states implementing a federal law that subjects
mortgage originators to greater scrutiny.  Under the Secure and
Fair Enforcement for Mortgage Licensing Act of 2008, mortgage
originators must be licensed by the states, and that they must
supply comprehensive background information so regulators can
better track their activities.  WSJ states that bank regulators
have been fighting for the law, saying that if they had been
better able to track mortgage loan originators, they could have
stopped some fraudulent practices that led to AIG's problems.

WSJ reports that AIG, along with Citigroup Inc., and HSBC Holdings
PLC, have engaged in a state-by-state effort to win concessions as
states implement the law, saying that the licensing fees are too
expensive, and that the information required from originators
could lead to privacy violations.  The companies, the report says,
want greater transparency over how the licensing fees are to be
spent by the states.

According to WSJ, Sens. Feinstein and Martinez said in their
letter to AIG Chief Executive Edward Liddy, "We find it
unconscionable that AIG would take advantage of these taxpayer
loans while paying lobbyists to rollback taxpayer protections
against misrepresentations, deception, and fraud in mortgage
lending.  This crisis was stoked, in part, by abusive and
predatory lending practices that were made possible by lax
mortgage industry standards and oversight.  We hope AIG will
immediately cease all efforts to undermine strong licensing and
oversight standards for the mortgage industry."

                  About American International

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.


ARCHCO VENTURES: Case Summary & Two Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Archco Ventures, Inc.
        4805 Golden Foothill Pkwy.
        El Dorado Hills, CA 95762

Bankruptcy Case No.: 08-34876

Type of Business: The Debtor operates a consultancy firm.
                  See: http://www.arch-co.com/

Chapter 11 Petition Date: October 15, 2008

Court: Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: W. Steven Shumway, Esq.
                  2140 Professional Dr. #250
                  Roseville, CA 95661  
                  Tel: (916) 789-8821

Estimated Assets: Less than $50,000

Estimated Debts: $1 million to $10 million

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

            http://bankrupt.com/misc/califeb08-34876.pdf


ASSET FAMILY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Asset Family Co. LLC
        15760 Ventura Blvd., #A7
        Encino, CA 91436

Bankruptcy Case No.: 08-18110

Chapter 11 Petition Date: October 16, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Barry K. Rothman, Esq.
                  Law Offices of Barry K. Rothman
                  1901 Ave. Of The Stars, Suite 370
                  Los Angeles, CA 90067
                  Tel: (310) 557-0062

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor does not have any creditors who are not insiders.


BALLANTYNE RE: Fitch Cuts $250 Million Class Notes Rating to 'CCC'
------------------------------------------------------------------
Fitch Ratings downgraded, removed from Rating Watch Negative, and
assigned Distressed Recovery ratings to the classes of Ballantyne
Re Plc:

  -- $250,000,000 class A-1 floating-rate notes to 'CCC/ DR4' from
     'B+';

  -- $10,000,000 class B-1 subordinated notes to 'C/DR6' from 'B';

  -- $40,000,000 class B-2 subordinated floating-rate notes to
     'C/DR6 from 'B'.

Fitch also affirmed the 'AAA' ratings of the class A-2, series B
floating-rate guaranteed notes.

Ballantyne Re holds significant amounts of residential-mortgage-
backed and asset-backed securities in the asset portfolios
supporting its reserves.  These assets have experienced material
mark-to-market declines, which previously resulted in the deferral
and accrual of interest on the class B-1 and B-2 notes and a
substantial write-down of the accrued interest and principal of
Ballantyne Re's class C notes.  

On March 7, 2008, Fitch placed the Class A-1, B-1 and B-2 notes on
Rating Watch Negative to reflect Fitch's continued concern about
declining subprime and Alt-A residential RMBS/ABS market values
and growing life insurance reserves on Ballantyne Re's block of
business.

Subprime and Alt-A residential RMBS/ABS market values continued to
decline since that time, resulting in a significant write-down of
Ballantyne's asset portfolio as of June 30, 2008.  The term life
insurance book of business continues to perform within
expectations.  Although life insurance reserves grow over time due
to the accretion of interest, Ballantyne has completed a number of
recapture transactions, which mitigate the growth in those life
insurance reserves.  

Nonetheless, absent a remarkable recovery in subprime and Alt-A
residential RMBS/ABS market values, Fitch does not expect holders
of the class B-1 or B-2 notes to receive additional principal or
interest payments.  Additionally, Fitch believes there is a real
possibility that holders of the class A-1 notes will eventually
fail to receive future interest or principal payments as
scheduled.

The Default Recovery ratings reflect Fitch's expectations, based
on current values of the asset portfolio, that series A-1
noteholders would recover 30%-50% in a default situation and that
series B-1 and B-2 noteholders would have no recovery in a default
situation.

The 'AAA' ratings of Ballantyne Re's class A-2, series B floating-
rate guaranteed notes are linked to the financial strength of the
relevant financial guarantor.

Ballantyne Re is a special purpose public limited company
incorporated and registered in Ireland.  The company was
established for the limited purpose of entering into a reinsurance
agreement with Scottish Re Inc., and conducting activities related
to the notes' issuance.  Under the reinsurance agreement, SRUS
ceded a block of business to Ballantyne Re.  Ballantyne Re issued
the notes to finance excess reserve requirements under Regulation
XXX for the ceded block of business.


BALTIMORE GAS: MidAmerican Seeks State Gov't Okay on Acquisition
----------------------------------------------------------------
Shara Tibken at The Wall Street Journal reports that Warren
Buffett's MidAmerican Energy Holding Co. is seeking the Maryland
Public Service Commission's approval on the deal to acquire
Constellation Energy Group Inc. and its unit, Baltimore Gas &
Electric Co.

As reported in the Troubled Company Reporter on Sept. 25, 2008,
MidAmerican Energy and Constellation Energy reached a tentative
agreement in which MidAmerican will purchase all of the
outstanding shares of Constellation Energy for a cash
consideration of approximately $4.7 billion.  Simultaneous with
execution of the Merger Agreement, MidAmerican agreed to make a
$1 billion investment into Constellation, in exchange for shares
of 8% convertible preferred stock of Constellation.  The Stock
Purchase Agreement provides for the private placement of 10,000
shares of Series A Convertible Preferred Stock of Constellation
for an aggregate purchase price of $1 billion. The Series A
Preferred Stock is convertible into shares of Company Common Stock
and senior unsecured promissory notes of Constellation.

WSJ reports that some Constellation Energy shareholders were upset
by MidAmerican Energy's $26.50-per-share offer, after the company
had been trading at over $100 earlier in the year.

According to WSJ, MidAmerican Energy told the Maryland Public
Service Commission that its purchase of Constellation Energy and
Baltimore Gas would stabilize the troubled utilities and curb rate
increases.  The acquisition deal comes along with the company's
plan to decrease and delay planned Baltimore Gas rate requests,
the report says, citing MidAmerican Energy's President and CEO
Gregory E. Abel.

MidAmerican Enery said that it will cut in half the 5% cap to be
applied to any increase in an electric distribution rate case
filed by Baltimore Gas next year, and that the company won't file
the next Baltimore Gas electric and natural gas distribution rate
cases until January 2011, WSJ states.   Baltimore Gas' gas and
electric base distribution rates in 2010 and the first half of
2011 won't increase, which would mean a benefit of as much as
$70 million for clients, the report says, citing MidAmerican
Energy.

MidAmerican Energy, according to WSJ, said it will keep
Constellation Energy's headquarters in Baltimore.  Citing
MidAmerican Energy, the report says that Constellation Energy's
Chairperson and CEO Mayo A. Shattuck III waived his right to
receive cash severance as a result of the merger, instead donating
the amount to the Constellation Energy Group Foundation.

WSJ reports that Constellation Energy's board already approved the
deal.  

                About MidAmerican Energy Holdings

MidAmerican Energy Holdings Company, based in Des Moines, Iowa, is
a global provider of energy services. Through its energy-related
business platforms, MidAmerican provides electric and natural gas
service to more than 6.9 million customers worldwide.  These
business platforms are Pacific Power, Rocky Mountain Power and
PacifiCorp Energy, which comprise PacifiCorp; MidAmerican Energy
Company; CE Electric UK; Northern Natural Gas Company; Kern River
Gas Transmission Company; and CalEnergy.

                    About Constellation Energy

Constellation Energy -- http://www.constellation.com-- a FORTUNE  
125 company with 2007 revenues of $21 billion, says it is the
nation's largest competitive supplier of electricity to large
commercial and industrial customers and the nation's largest
wholesale power seller. Constellation Energy also manages fuels
and energy services on behalf of energy intensive industries and
utilities. It owns a diversified fleet of 83 generating units
located throughout the United States, totaling approximately 9,000
megawatts of generating capacity. The company delivers electricity
and natural gas through the Baltimore Gas and Electric Company
(BGE), its regulated utility in Central Maryland.

                       About Baltimore Gas

Baltimore Gas and Electric Company -- http://www.bge.com/-- is an  
electric transmission and distribution utility company and a gas
distribution utility company with a service territory that covers
the City of Baltimore and all or part of 10 counties in central
Maryland.  BGE's electric service territory includes an area of
approximately 2,300 square miles.  There are no municipal or
cooperative wholesale customers within BGE's service territory.  
BGE's gas service territory includes an area of approximately 800
square miles.  BGE's electric and gas revenues come from
residential, commercial and industrial customers.

As reported in the Troubled Company Reporter on Aug. 22, 2008,
Moody's Investors Service affirmed the Ba1 preference stock rating
on Baltimore Gas and Electric Company.  Moody's said the outlook
is stable.


BANKERS OF RUPTCY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Bankers of Ruptcy Hypothecaters & Wholesalers a U B O
        aka J-son & Affiliates Foreclosure Eviction Bankruptcy
            Research-ologist
        aka All Tenants Subtenants Named Claimants & other
            Occupants of the Premises
        aka All Unknown Occupants
        2515 W 54th St. # A
        Los Angeles, CA 90043

Bankruptcy Case No.: 08-27335

Type of Business: The Debtor is a pecuniary emancipators.

Chapter 11 Petition Date: October 16, 2008

Court: Central District Of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: Benjamin B. Wasson, Esq.
                  Law Offices of Benjamin B. Wasson
                  4403 Morse Avenue
                  Studio City, CA 91604
                  Tel: (310) 293-3657
                  Fax: (818) 728-9608

Estimated Assets: $100 million to $500 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Clearinghouse Community                          $740,000
Development Financial
Chicago Title Company

Jeremiah Aguolu, M.D.                            $95,640
211 North Prairie Avenue
Inglewood, California 80301

Internal Revenue Service                         $58,400
Fresno, California

Kennith Crocket                                  $21,640

State of California                              $18,540

501 C3 Outsourcing Founding                      $15,490

Jonathan Lee, M.D.                               $7,650

Sanitec West                                     $1,850

Venison California                               $2,800

Mr. R. Hill                                      $2,570

Employment Development Dept.                     $2,500

Mr. L. Gaston                                    $1,895

T. Burton                                        $1,533

Dr. Daniel Kutus                                 $1,250

Southern California Edison                       $1,250

Los Angeles Department of Water                  $800
and Power

Alvin Brown                                      $216

The Rosa & Raymond Parks Wooden                  $100
Cloth Pen Research Institute

City of Inglewood                                unknown

SBC Phone Company                                unknown


BEAR STEARNS: Fitch Holds Low-B Ratings on Six Class Certificates
-----------------------------------------------------------------
Fitch Ratings has affirmed all classes of notes for Bear Stearns
Commercial Mortgage Securities Trust's commercial mortgage pass-
through certificates, series 2007-TOP28, and assigned Rating
Outlooks as outlined below:

  -- $73.5 million class A-1 at 'AAA'; Outlook Stable;
  -- $63.2 million class A-2 'AAA'; Outlook Stable;
  -- $79.8 million class A-3 at 'AAA'; Outlook Stable;
  -- $76.4 million class A-AB at 'AAA'; Outlook Stable;
  -- $841.7 million class A-4 at 'AAA'; Outlook Stable;
  -- $145.6 million class A-1A at 'AAA'; Outlook Stable;
  -- $176.1 million class A-M at 'AAA'; Outlook Stable;
  -- $114.5 million class A-J at 'AAA'; Outlook Stable;
  -- Interest-only class X-1 at 'AAA'; Outlook Stable;
  -- Interest-only class X-2 at 'AAA'; Outlook Stable;
  -- $30.8 million class B at 'AA'; Outlook Stable;
  -- $15.4 million class C at 'AA-'; Outlook Stable;
  -- $28.6 million class D at 'A'; Outlook Stable;
  -- $22.0 million class E at 'A-'; Outlook Stable;
  -- $17.6 million class F at 'BBB+'; Outlook Stable;
  -- $19.8 million class G at 'BBB'; Outlook Stable;
  -- $15.4 million class H at 'BBB-'; Outlook Stable;
  -- $2.2 million class J at 'BB+'; Outlook Stable;
  -- $2.2 million class K at 'BB'; Outlook Stable;
  -- $2.2 million class L at 'BB-'; Outlook Stable;
  -- $4.4 million class M at 'B+'; Outlook Stable;
  -- $4.4 million class N at 'B'; Outlook Stable;
  -- $2.2 million class O at 'B-'; Outlook Stable.

Fitch does not rate the $17.6 million class P.

The rating affirmations reflect minimal paydown since issuance and
stable performance of the pool.  As of the September 2008
distribution date, the transaction has paid down by 0.31% to
$1.756 billion from $1.761 billion at issuance.  Rating Outlooks
reflect the likely direction of any rating changes over the next
one to two years.

There are no scheduled maturities until 2011.  There have been no
specially serviced loans since issuance.  Fitch has identified
seven loans as Loans of Concern.  The largest Fitch Loan of
Concern is secured by a hotel property in Bend, Oregon.  The
servicer reported DSCR for the year end 2007 is 0.84 times.   
However, 28 rooms were not added until September 2007, which
should increase room revenue for 2008.

There are nine shadow rated loans within the transaction (22.5%).  
The largest, Easton Town Center (9.7%) is secured by a regional
mall located in Columbus, Ohio.  Occupancy as of June 30, 2008 was
93%, consistent with the occupancy at issuance.  The third largest
shadow rated loan, Cove Apartments (1.7%), reported an 28% drop in
net operating income for the first quarter of 2008 as compared to
at issuance.  Occupancy at the property, located in Phoenix,
Arizona, has dropped to 78.7% from 91% at issuance due to the
submarket's decline in employment growth and oversupply of rental
units.  Fitch will continue to monitor this loan's performance.  
All of the loans maintain investment grade shadow ratings.


BILL HEARD: Opposes GMAC's Repossession of Unsold Autos
-------------------------------------------------------
Bill Rochelle of Bloomberg News reports that Bill Heard
Enterprises, Inc., and its debtor-affiliates say it's in
discussions to sell "several" dealerships.  Although Heard allowed
JPMorgan Chase Bank NA to repossess unsold autos subject to the
bank's lien, the Debtors are opposed to allowing the same for
GMAC, LLC, according to the report.

The Debtors, according to the report, say that having an adequate
inventory of autos "significantly aids" the negotiations.

                         About Bill Heard

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


BON-TON STORES: S&P Cuts Sr. Unsec. Rating to CCC; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on York, Pennsylvania-based Bon-Ton Stores Inc. to 'B-'
from 'B' and the senior unsecured rating to 'CCC' from 'CCC+'.  
The outlook is stable.

"The rating change reflects our belief that the company will be
more challenged than previously expected by the current weak
economic environment in the U.S.," explained Standard & Poor's
credit analyst Diane Shand, "and that credit metrics will
deteriorate more than we had originally projected as a result of a
deepening spending pull-back by consumers."


BURGER KING: Fitch Lifts Issuer Default Rating to 'BB'
------------------------------------------------------
Fitch Ratings has upgraded the long-term Issuer Default Rating for
Burger King Corporation to 'BB' from 'BB-', affirmed the company's
secured credit facility rating at 'BB+' and revised the Rating
Outlook to Positive.  At June 30, 2008, Burger King had
$947 million of debt, most of which is secured.

The rating actions reflect continued improvement in Burger King's
credit profile due to positive same-store sales momentum,
substantial cash flow growth and stable debt balances.  Burger
King's strengthening financial condition and competitive position
in the quick service restaurant sector should enable the company
to perform well despite on-going pressure on consumer
discretionary spending and a difficult commodity cost environment.

Absent material deterioration in operating performance and credit
measures, ratings could be upgraded.  Given the challenging
operating environment, the continued prudent use of cash flow will
also be critical to any additional ratings upgrade.

During the fiscal year ended June 30, 2008, world-wide SSS grew
5.4%, up from 3.4% in fiscal 2007 and annual average restaurant
sales increased 9% to $1.3 million.  Burger King's 18 consecutive
quarters of positive world-wide SSS growth have been driven by the
steady launch of appealing premium and value priced menu
offerings; such as the Steakhouse Burger and the BK Breakfast
Value Menu.  Fitch anticipates that the company's robust new
product pipeline and on-going implementation of longer competitive
hours of operation will continue to support SSS growth.

Burger King's WW company operated restaurant margin declined 70
basis points to 14.3% during fiscal 2008; due primarily to higher
beef, cheese and other food costs.  Nonetheless, strong revenue
growth in the company's higher margin franchise operations
combined with effective general and administrative cost management
resulted in EBITDA margin expansion of 130 bps to 18.3%.  Cash
flow from operations increased to $243 million as operating income
increased 21.6% to $354 million and the company benefited from a
significant reduction in tax-related accrued liabilities.

Burger King's cash flow comfortably covers its capital expenditure
requirements, which have increased over the past year due to
heightened unit remodeling, rebuilding and expansion activity.  
The company also continues to proactively manage its restaurant
portfolio to optimize growth.  In fiscal 2008, Burger King
utilized $31 million of free cash flow along with approximately
$27 million of proceeds from refranchising 38 company units to
acquire 83 units from franchisees.

The company intends to maintain its mix of franchised to company
unit ownership at approximately 90/10 but plans to reduce
concentration among its top franchisees over time.  Burger King's
total debt and cash balance remained relatively stable at
$947 million and $166 million, respectively, at June 30, 2008.

While these acquisitions were strategic in nature and the
financial health of the Burger King system has improved, due to
the current economic downturn, Fitch has factored in an increased
pace of franchise unit purchases into the ratings.  Burger King's
liquidity is supported by the $73 million available on its
$150 million revolver at June 30, 2008 and the fact that the
company does not have any significant maturities until its
revolver expires in June of 2011.

For the year ended June 30, 2008, Burger King's adjusted leverage
was 3.5 times, versus 3.9x for the 2007 fiscal year.  Adjusted
interest coverage was 2.9x and funds from operations fixed charge
coverage was 2.1x; up from 2.5x and 2.0x, respectively, during the
previous year.

Burger King has substantial room under its bank financial
covenants.  These covenants include; but are not limited to,
maximum leverage of 4x through June 30, 2008, 3.5x through
June 30, 2009 and 3.0x thereafter.  At June 30, 2008, Burger King
was in full compliance with this measure at 1.8x.

Burger King Holdings operates the world's No.2 fast food hamburger
chain with approximately 15% market share.  At June 30, 2008, the
company's 11,565 units, of which 65% were located in North America
and 35% were international, generated approximately $15 billion in
system-wide sales.  Approximately 88% are owned and operated by
franchisees and 12% are operated by the company.  In 2008, Burger
King's three geographic reporting segments made the following
contributions to revenue and operating income: N.A., Europe, the
Middle East and Africa/Asia Pacific, and Latin America.  Private
equity owners TPG Capital, Bain Capital Partners and Goldman Sachs
Funds have reduced their ownership to 32% from 60% during fiscal
2007.


CBRE REALTY: Moody's Affirms Ratings on Overall Stable Performance
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 10 classes of
Notes issued by CBRE Realty Finance CDO 2006-1, Ltd. as:

  -- Class A-1, $375,000,000, Floating Rate Secured Notes Due
     2046, affirmed at Aaa

  -- Class A-2, $33,000,000, Floating Rate Secured Notes Due 2046,
     affirmed at Aaa

  -- Class B, $34,500,000, Floating Rate Secured Notes Due 2046,
     affirmed at Aa2

  -- Class C, $15,000,000, Floating Rate Secured Deferrable
     Interest Notes Due 2046, affirmed at A1

  -- Class D, $13,500,000, Floating Rate Secured Deferrable      
     Interest Notes Due 2046, affirmed at A3

  -- Class E, $9,000,000, Floating Rate Secured Deferrable
     Interest Notes Due 2046, affirmed at Baa1

  -- Class F, $10,500,000, Floating Rate Secured Deferrable
     Interest Notes Due 2046, affirmed at Baa1

  -- Class G, $13,500,000, Floating Rate Secured Deferrable
     Interest Notes Due 2046, affirmed at Baa3

  -- Class J, $24,000,000, Fixed Rate Secured Deferrable Interest
     Notes Due 2046, affirmed at Ba2

  -- Class K, $20,250,000, Fixed Rate Secured Deferrable Interest
     Notes Due 2046, affirmed at B2

Moody's is affirming this transaction due to overall stable pool
performance based on the Trustee Report dated September 19, 2008
and information from the Collateral Manager.

CBRE Realty Finance CDO 2006-1, Ltd.. is a collateralized debt
obligation backed by a portfolio of CMBS CUSIP bonds, whole loans,
B-Notes, and mezzanine loans.  Based on the Trustee Report dated
September 19, 2008, the transaction's aggregate bond balance
totals $600 million, the same as at issuance.  The ramp-up period
ended on October 19, 2006, and the reinvestment period ends on
April 25, 2011.  The transaction is in compliance with all the
applicable collateral quality and coverage tests.

The rating actions reflect Moody's evaluation of the expected loss
associated with each class of Notes based on the level of
subordination under the notes and the credit quality of the
underlying collateral pool.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis. Moody's prior full
review was completed on the October 19, 2006 effective date.  The
most recent rating action is summarized in a Presale Report dated
February 24, 2006.

Moody's has published rating methodologies outlining its
analytical approach to surveillance and its approach to rating
revolving commercial real estate collateralized debt obligations.  
In addition, Moody's has published numerous articles outlining our
ratings approach to the various collateral types customarily
deposited within these transactions along with other articles on
credit issues unique to the sector.  The major rating
methodologies employed in analyzing this transaction include:

CMBS: Moody's Approach to Rating Revolving Facilities in CDOs
Backed by Commercial Real Estate Securities, July 29, 2004 -- this
paper details the revolver impact on credit quality, key revolver
criteria applicable at the pool level, asset level criteria for
whole loans, B-Notes, and mezzanine debt, the provision for
periodic review, and compliance mechanisms; and

The Inclusion of Commercial Real Estate Assets in CDOs, October 8,
1999 -- this paper describes the development of commercial real
estate backed CDOs, speaks to collateral pool analysis including
industry classifications, diversification, credit quality,
recovery rate, and cash flow characteristics, and refers to other
aspects of CMBS as CDO collateral including prepayment risk,
sequential pay structure, ability to defer interest payments
temporarily, servicer advancing, losses, extension risk, recovery
rates, and servicer risk.


CENTRAL ILLINOIS: Fitch Lifts 'BB+' Pref. Stock Rating to 'BBB'
---------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Ratings of Ameren
Corp.'s Illinois utility subsidiaries as: Central Illinois Light
Company to 'BBB' from 'BB+' and Central Illinois Public Service
Company, Illinois Power Co. and CILCORP to 'BBB-' from 'BB+'.

Fitch has also raised the instrument ratings for each entity as
shown in the table below.  Concurrent with this action, the
ratings of each entity are removed from Rating Watch Positive.  
The Rating Outlook is Stable.  The ratings of Ameren Corp. (IDR
'BBB+', Outlook Stable), Union Electric Co. (IDR 'A-', Outlook
Negative) and Ameren Energy Generating Company (IDR 'BBB+',
Outlook Stable) are unaffected by today's ratings actions.

The rating upgrades and Stable Outlook reflect the expected
positive financial impact of electric and gas rate case decisions
recently issued by the Illinois Commerce Commission.  Both CIPS
and CILCO were granted electric and gas rate increases effective
Oct. 1, 2008, that are expected to improve credit quality measures
to a level supportive of the new ratings.  CILCO was required to
moderately lower its electric and gas rates.  However, even with
the rate reductions CILCO's credit quality measures are expected
to be supportive of the new ratings.  The ratings also recognize
the reduction in business risk that resulted from the 2007
Illinois Settlement Agreement, which affirmed the Illinois
utilities' right to recover power procurement costs from
customers.

Rising capital expenditures to meet environmental compliance
standards are among the primary credit concerns.  CILCO subsidiary
AmerenEnergy Resources Generating Co. owns approximately 1,074
megawatts of coal-fired electric generation in Illinois that will
require significant investment over the next several years.  
Similarly, Ameren subsidiaries Union Electric Company and Ameren
Energy Generating Co. own 5,422 MW and 2,549 MW, respectively, of
coal-fired electric generation.

These ratings have been upgraded and assigned a Stable Ratings
Outlook:

Central Illinois Public Service Company

  -- IDR to 'BBB-' from 'BB+';
  -- Senior secured debt to 'BBB+' from 'BBB';
  -- Senior unsecured debt to 'BBB' from 'BBB-';
  -- Preferred stock to 'BBB-' from 'BB+';
  -- Short-term IDR to 'F3' from 'B'.

Central Illinois Light Company

  -- IDR to 'BBB' from 'BB+';
  -- Senior secured debt to 'A-' from 'BBB';
  -- Senior unsecured debt to 'BBB+' from 'BBB-';
  -- Preferred stock to 'BBB' from 'BB+';
  -- Short-term IDR to 'F3' from 'B'.

CILCORP

  -- IDR to 'BBB-' from 'BB+';
  -- Senior unsecured debt to 'BBB-' from 'BB+';
  -- Short-term IDR to 'F3' from 'B'.

Illinois Power Company

  -- IDR to 'BBB-' from 'BB+';
  -- Senior secured debt to 'BBB+' from 'BBB';
  -- Senior unsecured debt to 'BBB' from 'BBB-';
  -- Preferred stock to 'BBB-' from 'BB+';
  -- Short-term IDR to 'F3' from 'B'.

Illinois Development Finance Authority

  -- Senior unsecured PCRBs to 'BBB' from 'BBB-';

Illinois Development Finance Authority

  -- Senior secured PCRBs to 'BBB+' from 'BBB'.

These rating is withdrawn:

Central Illinois Light Company

  -- Commercial paper of 'B'.

These ratings are unaffected:

Ameren Corp

  -- IDR 'BBB+';
  -- CP 'F2';
  -- Short-term IDR 'F2';
  -- Rating Outlook Stable.

Union Electric Company:

  -- IDR 'A-';
  -- Senior secured debt 'A+';
  -- Senior unsecured debt 'A';
  -- Subordinate debt 'A-';
  -- Preferred stock 'A-';
  -- CP 'F2';
  -- Short-term IDR 'F2';
  -- Rating Outlook Negative.

Ameren Energy Generating Company:

  -- IDR 'BBB+';
  -- Senior unsecured debt 'BBB+';
  -- Short-term IDR 'F2'.
  -- Rating Outlook Stable.


CHOCTAW GENERATION: S&P Cuts Rating to 'BB'; Keeps Neg. Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
electricity provider Choctaw Generation L.P.'s pass-through trust
certificates due 2023 and 2030 to 'BB' from 'BB+'.  The outlook
remains negative.

"The downgrade is based on our expectation that operating margins
at the plant will remain pressured in the near term until there is
a permanent solution to the nagging heat-rate efficiency issue at
the plant," said Standard & Poor's credit analyst Matthew Hobby.

Availability problems in recent years have further pressured
fixed-charge coverage at the project, resulting in continued
fixed-charge coverage below 1x.  

Choctaw, an indirect, wholly owned subsidiary of GDF Suez Energy
North America, is a 440-megawatt lignite-fired generating facility
that sells power to the Tennessee Valley Authority (TVA;
AAA/Stable/--) under a 30-year power purchase and operating
agreement (PPOA).  A 30-year lignite sales agreement with
Mississippi Lignite Co. (unrated) protects margins, and the
project passes through fuel costs associated with generation to
TVA at an assumed heat rate significantly lower than the plant's
actual heat rate.  

The negative outlook reflects the likelihood that the 30-day
scheduled major maintenance outage in September and October of
2008 will only partially address the ongoing heat rate issues at
the project, and ultimate resolution may be a few years away.  S&P
could lower the rating further if the planned outage does not
result in improved availability at the plant and corresponding
increased debt service coverage ratios.  A stable outlook would
follow improved plant availability, and an upgrade is possible if
the heat rate issues are ultimately resolved.


CHRISTO BARDIS: Files for Chapter 11 Bankruptcy in California
-------------------------------------------------------------
Real estate broker Christo Bardis filed a voluntary petition under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Eastern District of California,
Sacramento.

Mr. Bardis owes as much as 582,593,701 in loans to his
unsecured creditors including, among others, Wells Fargo Bank
owing $81,082,143; Indymac Bank owing $70,233,564; Comerica
owing $52,235,143.  He listed assets between $10 million and
$50 million, and debt between $100 million and $500 million in
his filing.

According to The Sacramento Bee, Mr. Bardis is co-founder of
Sacramento homebuilder Reynen and Bardis Communities.  The Chapter
11 filing will allow Mr. Bardis to keep business operations to
continue, the report says.  "[The] filing was a difficult decision
and an essential step in continuing to demonstrate that we take
our obligations to creditors very seriously," the report quoted
Mr. Bardis as saying.

Partner John D. Reynen filed for bankruptcy on April 23, 2008,
in Sacramento (Case No. 08-25145) to avert Bank of the West's
foreclosure of his personal property securing a $26 million loan.
Messrs. Reynen and Bardis guaranteed at least $740 million used by
their company that was obtained from several creditors but failed
to repay the loan, according to the Troubled Company Reporter on
April 25, 2008.

Mr. Reynen disclosed in its filing assets between $50 million and
$100 million, and debts between $500 million and $100 million.  He
owes $286,616,222 to his unsecured creditors including Lennar
Rennaissance Inc. asserting $47,000,000 in trade debt; Wells Fargo
asserting $29,387,928 in bank loan; and Indymac Bank asserting
$26,833,087 in bank loan.

The Sacramento Bee relates that Sullivan Real Estate Advisors
vice president, Dean Wehrli, said "[Messrs. Reynen and Bardis]
acquired properties at the wrong time."

Howard S. Nevins, Esq., at Hefner, Stark & Marols, LLP, in
Sacramento, California, represents Mr. Reynen.

David M. Meegan, Esq., at Meegan, Hanschu & Kassenbrock,
represents Mr. Bardis.

Both cases are assigned to the Hon. Christopher M. Klein.


CHRISTO BARDIS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Christo Bardis
        Sara Bardis
        10630 Mather Blvd.
        Sacramento, CA 95655

Bankruptcy Case No.: 08-34878

Type of Business: The Debtor is in the real estate business.

Chapter 11 Petition Date: October 15, 2008

Court: Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: David M. Meegan, Esq.
                  11341 Gold Express Dr., #110
                  Gold River, CA 95670
                  Tel: (916) 925-1800

Estimated Assets: $10 million to $50 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Wells Fargo Bank               bank loan         $81,082,134
c/o Pat Mooney
CLW Irvine MAC E2148-015
P.O. Box 966
El Segundo, CA
Tel: (949) 251-4372

Indymac Bank                   bank loan         $70,233,564
c/o Paul Bogel
Homebuilder Division
P.O. Box 78826
Phoenix, AZ 86062-8826

Comerica                       bank loan         $52,235,143
c/o Hisashi Takiguchi
P.O. Box 641618
Detroit, MI 48264-1618
Tel: (408) 556-5872

Lennar Renaissance Inc.        bank loan         $47,000,000
c/o Larry Gualco
1075 Creekside Drive, St.e 110
Roseville, CA 95678
Tel: (916) 783-3224

JP Morgan Chase                bank loan         $44,735,727
c/o Dan Bracken
P.O. Box 974675
Dallas, TX 75397-4675
Tel: (602) 221-2599

Frank Stathos                  bank loan         $33,786,233
c/o Frank Stathos
7700 College Town Dr., Ste. 201
Sacramento, CA 95826
Tel: (916) 386-8800

Wachovia Bank                  bank loan         $28,517,640
Commercial Loan Service
c/o James Brett
P.O. Box 60503
City of Industry, CA 91716-0503
Tel: (215) 670-6628

IMH                            bank loan         $27,-94,473
(Investors Mortgage Holdings)
c/o Shane Albers
11333 North Scottsdale
Road, Suite 160
Scottsdale, AZ 85254
Tel: (602) 889-3410

Western Springs National Bank  bank loan         $26,049,387
4456 Wolf Road
Western Springs, IL 60558
Tel: (708) 246-220

Bank of The West               bank loan         $23,773,062
c/o Alicia Anderson
P.O. Box 515274
Los Angeles, CA 90051-6574
Tel: (925) 975-3927

First Bank                     bank loan         $21,460,259
c/o Kerri J. Horsley
P.O. Box 419048
St. Louis, MO 63141
Tel: (916) 783-1206

Colonial Bank                  bank loan         $20,854,789
c/o Dennis Harms
2330 South Virginia
Street, 3rd Floor
Reno, NV 89502
Tel: (775) 827-7200

Key Bank                       bank loan         $20,850,997
c/o Steve Barkley
P.O. Box 5278
Boise, ID 83705-0278
Tel: (425) 709-4346

Travelers Bond Claims          performance bond  $14,064,750
c/o Steven Pand
33650 6th Avenue South,
Suite 200
Federal Way, WA 98003
Tel: (253) 943-5819

First Horizon                  bank loan         $13,766,650
c/o Bo Boxold
500 Ygnacio Valley Road, #190
Walnut Creek, CA 94596
Tel: (925) 944-3123

California Bank & Trust        bank loan         $12,606,824
c/o Rick Audino
2929 North Central Avenue
Suite 200
Phoenix, AZ 85012
Tel; (559) 261-3541

Weyerhaeuser Realty Investors  acquisition       $11,999,041
c/o Jack March                 loan
1301 Fifth Ave., Ste. 3100
Seattle, WA 98101
Tel: (206) 264-2240

Marshall First Bank            bank loan         $11,371,340
c/o Megan Mourning
225 South Sixt Street
Suite 2900
Minneapolis, MN 55402
Tel: (612) 376-1500

Craig T. Ehnisz Trust          Performance loan  $10,606,147
c/o Craig Ehnisz
1101 47th Street
Sacramento, CA 95814
Tel: (916) 453-8724

N. Vineyard Family RB, Inc.    trade debt        $10,505,541
c/o Tom Winn
1130 Iron Point Road, Ste. 150
Folsom, CA 95630
Tel: (916) 355-1450


CISTERA NETWORKS: Has $951,000 Net Loss for Sept. 2007 Quarter
--------------------------------------------------------------
Cistera Networks Inc. reported $951,525 in net loss on revenues of
$893,782 for the three months ended Sept. 30, 2007, compared to
$110,522 net loss on revenues of $399,880 for the same period a
year ago.

The company's consolidated balance sheet at Sept. 30, 2007, showed
$3,932,818 in total assets and $3,657,999 in total liabilities
resulting in a $274,000 stockholders' equity.

                       Going Concern Doubt

According to the Troubled Company Reporter on Sept. 2, 2008,
Farmer, Fuqua & Huff, P.C., in Plan, Texas, raised substantial
doubt on Cistera Networks Inc.'s ability to continue as a going
concern after it audited the company's financial statements for
the years ended March 31, 2008, and 2007.  The auditing firm
pointed out that the company has suffered recurring losses from
operations and has a net capital deficit.

On Nov. 12, 2007, auditing firm Robinson Hill & Co. in Salt Lake,
Utah, cited the company's recurring losses from operations and net
capital deficit that raise substantial doubt about the company's
ability to continue as a going concern.

A full-text copy of the company's regulatory filing with the
Securities and Exchange Commission is available for free at:

               http://ResearchArchives.com/t/s?33f8

Based in Dallas, Cistera Networks Inc. (OTC BB: CNWT.OB) --
http://www.cistera.com/-- works within the IT industry,    
specifically the field of unified communications.  Cistera
provides converged application platforms for the enterprise that
enhances the investment in IP Telephony.


CITIGROUP INC: Posts $2.8 Billion Net Loss in 2008 Third Quarter
----------------------------------------------------------------
Citigroup, Inc., disclosed Thursday its results of operations for
the quarter ended Sept. 30, 2008.

The company reported a net loss of $2.8 billion for the third
quarter ended Sept. 30, 2008, compared to net income of
$2.2 billion in the same period last year, and a net loss of
$2.5 billion for the second quarter ended June 30, 2008.  Results
included $4.4 billion in net pre-tax write-downs in Securities and
Banking, $4.9 billion in net credit losses, and a $3.9 billion net
charge to increase loan loss reserves.

                     Third Quarter Highlights

  -- Net interest revenue up 13% and net interest margin up 79
     basis points versus the third quarter 2007.

  -- Lower write-downs in Securities and Banking for the third
     consecutive quarter.

  -- Total expenses declined for the third consecutive quarter,
     down $1.2 billion since the second quarter 2008.

  -- Headcount reduced by approximately 11,000 since the second
     quarter 2008 and approximately 23,000 in the first nine
     months of 2008.

  -- Retail and corporate deposits in the U.S. increased 6% versus
     second quarter 2008 and 11% versus third quarter 2007.

  -- Total assets declined by $50.0 billion since second quarter
     2008 and by $308 billion since third quarter 2007.

  -- Legacy assets declined by approximately $48.0 billion since
     second quarter 2008.

  -- Capital strength maintained with Tier 1 Capital ratio at
     8.2%.

  -- Closed sale of CitiStreet; announced sale of Citi Global
     Services Limited; sale of the German retail banking
     operations on track for the fourth quarter.

                        Management Comment

"I am very proud of my Citi colleagues for staying focused on our
priorities and for their relentless commitment to serving our
clients during these turbulent times.  While our third quarter
results reflect both a difficult environment as well as continued
write-downs on our legacy assets, we are making excellent progress
on the parts of our business we control, including expense
reduction, headcount, and balance sheet and capital management.  
We expect these improvements will enable us to realize the full
earnings power of our franchise as the economy stabilizes," said
Vikram Pandit, chief executive officer of Citi.

Mr. Pandit also noted: "We have also been very focused on
aggressively managing our risks during this credit cycle and have
been taking steps to add hedges as appropriate.  We end the
quarter with a very strong Tier 1 ratio of 8.2% and a loan loss
reserve of $25.0 billion.  Our capital will be further
strengthened by the sale of our Germany retail banking operations
in the fourth quarter, continued focus on reducing our legacy
assets, as well as the latest steps taken by the U.S. Department
of the Treasury."

                      Third Quarter Summary

Revenues were $16.7 billion, down 23%.  This quarter's decline in
revenues was driven by $4.4 billion in net write-downs in
Securities and Banking, lower securitization results in North
America Cards, and a $612.0 million write-down related to the
auction rates securities ("ARS") settlement announced on Aug. 7,
2008, partially offset by a $347.0 million pre-tax gain on the
sale of CitiStreet.  The prior-year period included a
$729.0 million pre-tax gain on the sale of Redecard shares.
Revenues across all businesses reflect the impact of a difficult
economic environment and weak capital markets.  The net interest
margin decreased 1 basis point versus the second quarter 2008, to
3.13%.

Global Cards GAAP revenues declined 40%, mainly due to lower
securitization results in North America and the absence of a gain
on the sale of Redecard shares recorded in the prior-year period.

Global Cards managed revenues declined 1%, primarily due to the
absence of a gain on the sale of Redecard shares recorded in the
prior-year period, partially offset by growth in average managed
loans, up 6%, and improved managed net interest margin.  North
America managed revenues increased 7%.

Consumer Banking revenues grew 2%, as increased revenues in North
America were partially offset by declines in Latin America and
Asia.  Current and historical German retail banking operations
income statement items have been reclassified as discontinued
operations.  Related assets and liabilities have been condensed
and moved to assets and liabilities of discontinued operations
held for sale, respectively, on the balance sheet in the current
period.

In the Institutional Clients Group, Securities and Banking
revenues were negative $81.0 million, due to substantial write-
downs and losses related to the credit markets.  These included
write-downs of $2.0 billion on Structured Investment Vehicle
("SIV") assets, write-downs of $1.2 billion, net of hedges, on
Alt-A mortgages, downward credit value adjustments of
$919.0 million related to exposure to monoline insurers, write-
downs of $792.0 million, net of underwriting fees, on funded and
unfunded highly leveraged finance commitments, write-downs of
$518.0 million on commercial real estate positions, and net write-
downs of $394.0 million on sub-prime related direct exposures.
Negative revenues also included a $306.0 million write-down
related to the ARS settlement and were partially offset by a
$1.5 billion gain related to the inclusion of Citi's credit
spreads in the determination of the market value of those
liabilities for which the fair value option was elected.

Transaction Services revenues were up 20% to a record
$2.5 billion, reflecting double-digit revenue growth across all
regions.  Average deposits and other customer liability balances
increased 7%, while a decline in global equity markets resulted in
a 6% reduction in assets under custody.

Global Wealth Management revenues decreased 10%, driven by a
decline in capital markets and investment revenues, partially
offset by higher banking and lending revenues.  Revenues also
included a $347.0 million pre-tax gain on the sale of CitiStreet,
partially offset by a $306.0 million write-down related to the ARS
settlement.

Operating expenses were $14.4 billion, up 2% from the prior-year
period.  Expense growth reflected $459.0 million in repositioning
charges, a $100.0 million charge related to the ARS settlement,
and the impact of acquisitions.  Expense growth was partially
offset by benefits from re-engineering efforts.  Expenses declined
for the third consecutive quarter, due to lower incentive
compensation accruals and continued benefits from re-engineering
efforts.

Credit costs were $9.1 billion, up 86%.  Credit costs primarily
consisted of $4.9 billion in net credit losses and a $3.9 billion
net charge to increase loan loss reserves.  Net credit losses
increased $2.5 billion, primarily driven by Consumer Banking and
Cards in North America.  The incremental net charge to increase
loan loss reserves of $1.7 billion was mainly due to Consumer
Banking and Cards in North America, and Securities and Banking.

The effective tax rate on continuing operations was 48.4% versus
18.8% in the prior-year period.  The increase in the tax rate was
due largely to higher tax rates in the jurisdictions where the
losses were incurred.

The Tier 1 capital ratio was 8.2% at quarter-end.

                          Balance Sheet

At Sept. 30, 2008, the company's consolidated balance sheet showed
$2.0 trillion in total assets, $1.9 trillion in total liabilities,
and $126.1 billion in total stockholders's equity.  Total deposits
were $780.3 billion.  The balance sheet figures are preliminary.

In comparison, the company's consolidated balance sheet at
June 30, 2008, showed $2.1 trillion in total assets, $2.0 trillion
in total liabilities, and $136.4 billion in total stocholders'
equity.  Total deposits were $803.6 billion.

A full-text copy of the company's quarterly financial data
supplement for the quarter ended Sept. 30, 2008 is available for
free at http://researcharchives.com/t/s?3401

                           Share Price

The shares closed at $14.88 in New York Stock Exchange composite
trading on Friday, down $1.02, or 6.42% from Oct. 16, 2008.  
Volume was 157,379,000 shares.

                       About Citigroup Inc.

Citigroup Inc. (NYSE: C) -- http://www.citigroup.com/citigroup/--  
doing business as Citi, provides a range of financial products and
services to consumer and corporate customers in the United States
and internationally. The company operates through four segments:
Global Cards, Consumer Banking, Institutional Clients Group, and
Global Wealth Management.  The Global Cards segment offers
MasterCard, VISA, Diners Club, private label, and American Express
card products, as well as engages in sales finance activities.  
The Consumer Banking segment involves in retail banking, consumer
finance, real estate lending, and small and middle market
commercial banking; and provides personal and auto loans,
investment services, and Primerica financial services.  As of June
30, 2008, it operated 8,300 branches.  The Institutional Clients
Group segment engages in various securities and banking
activities, which include investment banking, debt and equity,
lending, private equity, hedge funds, real estate, structured
products, and managed funds. It also offers transaction services,
such as cash management services, trade services, custody and fund
services, clearing services, and agency and trust services.  The
Global Wealth Management segment's services include advisory,
financial planning, brokerage, wealth management, and equity and
fixed income research services.  The company was founded in 1812
and is based in New York, New York.

                          *     *     *

The company has reported four consecutive quarters of net losses
beginning the fourth quarter of 2007.  Aggregate net losses for
the last four quarters were $20.2 billion.


CMT AMERICA: Wants Case Converted to Chapter 7 Liquidation
----------------------------------------------------------
Bill Rochelle of Bloomberg News reports that CMT America Corp.
asked the U.S. Bankruptcy Court for the District of Delaware to
convert its case to a liquidation in Chapter 7 where a trustee is
appointed automatically.

The Debtor, according to the report, said there is no hope for a
rehabilitation.

Headquartered in Farmington, Connecticut, CMT America Corp., aka
Fairvane Corp., is a 70-store women's clothing retailer.  The
company filed for chapter 11 protection on July 13, 2008 (Bankr.
D. Del. Case No.08-11434).  Edmon L. Morton, Esq., at Young
Conaway Stargatt & Taylor, LLP, represents the Debtor in its
restructuring efforts.  The Debtor selected Administar Services
Group LL as its claims agent.  The U.S. Trustee for Region 2 has
appointed five creditors to serve on Official Committee of
Unsecured Creditors.  The Debtor's summary of schedules posted
total assets of $9,651,473 and total debts of $20,352,990.


COLOWYO COAL: S&P Cuts $192.8MM Bonds Rating to 'BB-' from 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
Colowyo Coal Funding Corp.'s $192.8 million bonds due 2011 and
2016 to 'BB-' from 'BB'.  The outlook remains negative.

The downgrade reflects the project's historic performance below 1x
debt service coverage from operations combined with its recent
volatility in coverage, which increases the risk of fully drawing
on its debt-service letter of credit before debt maturity.  

The Colowyo transaction essentially securitizes revenue from
several long-term coal sales contracts, net of transfer payments
to its two equity partners.  

The rating reflects credit concerns that include the following two
structural weaknesses in the project: Debt-service coverage and
the resulting magnitude of its liquidity draws depend on the
timing of counterparty coal purchases during each year, while its
long-term coal sales contracts only specify a total annual
quantity without regard to timing.  This permitted low quantities,
low coverage (0.71x), and a large draw on liquidity in the first
half of 2008.  Volatile coverage is a significant credit concern
because liquidity has not been replenished when coverage exceeds
1x.  The coal sales contracts' broadly defined force majeure
clause allows purchasers to take less coal during force majeure
events such as forced outages at power plants.  

These concerns are balanced against the following credit strengths
at the 'BB-' rating level:

The long-term coal sales contracts between the Colowyo mine and
the Craig Station power generating facility provides some cash
flow stability.  

The debt service letter of credit could provide sufficient
liquidity through the debt's maturity if debt service coverage
returns to historic levels near 1x.

The outlook remains negative, reflecting S&P's concern that the
debt service letter of credit could be depleted by debt service
coverage levels that remain near or below 0.9x.  Continued
coverage near or below 0.9x could result in a rating downgrade,
while sustained coverage above 1x or a significant increase in
liquidity could result in a return to a stable outlook.  


CONSTELLATION ENERGY: MidAmerican Seeks Gov't Approval on Deal
--------------------------------------------------------------
Shara Tibken at The Wall Street Journal reports that Warren
Buffett's MidAmerican Energy Holding Co. is seeking the Maryland
Public Service Commission's approval on the deal to acquire
Constellation Energy Group Inc.

As reported in the Troubled Company Reporter on Sept. 25, 2008,
MidAmerican Energy and Constellation Energy reached a tentative
agreement in which MidAmerican will purchase all of the
outstanding shares of Constellation Energy for a cash
consideration of approximately $4.7 billion.  Simultaneous with
execution of the Merger Agreement, MidAmerican agreed to make a
$1 billion investment into Constellation, in exchange for shares
of 8% convertible preferred stock of Constellation.  The Stock
Purchase Agreement provides for the private placement of 10,000
shares of Series A Convertible Preferred Stock of Constellation
for an aggregate purchase price of $1 billion. The Series A
Preferred Stock is convertible into shares of Company Common Stock
and senior unsecured promissory notes of Constellation.

MidAmerican Energy will also acquire Constellation Energy's
Baltimore Gas & Electric Co., WSJ relates.

WSJ reports that some Constellation Energy shareholders were upset
by MidAmerican Energy's $26.50-per-share offer, after the company
had been trading at over $100 earlier in the year.

According to WSJ, MidAmerican Energy told the Maryland Public
Service Commission that its purchase of Constellation Energy and
Baltimore Gas would stabilize the troubled utilities and curb rate
increases.  The acquisition deal comes along with the company's
plan to decrease and delay planned Baltimore Gas rate requests,
the report says, citing MidAmerican Energy's President and CEO
Gregory E. Abel.

MidAmerican Enery said that it will cut in half the 5% cap to be
applied to any increase in an electric distribution rate case
filed by Baltimore Gas next year, and that the company won't file
the next Baltimore Gas electric and natural gas distribution rate
cases until January 2011, WSJ states.   Baltimore Gas' gas and
electric base distribution rates in 2010 and the first half of
2011 won't increase, which would mean a benefit of as much as $70
million for clients, the report says, citing MidAmerican Energy.

MidAmerican Energy, according to WSJ, said it will keep
Constellation Energy's headquarters in Baltimore.  Citing
MidAmerican Energy, the report says that Constellation Energy's
Chairperson and CEO Mayo A. Shattuck III waived his right to
receive cash severance as a result of the merger, instead donating
the amount to the Constellation Energy Group Foundation.

WSJ reports that Constellation Energy's board already approved the
deal.  

                About MidAmerican Energy Holdings

MidAmerican Energy Holdings Company, based in Des Moines, Iowa, is
a global provider of energy services. Through its energy-related
business platforms, MidAmerican provides electric and natural gas
service to more than 6.9 million customers worldwide.  These
business platforms are Pacific Power, Rocky Mountain Power and
PacifiCorp Energy, which comprise PacifiCorp; MidAmerican Energy
Company; CE Electric UK; Northern Natural Gas Company; Kern River
Gas Transmission Company; and CalEnergy.

                       About Baltimore Gas

Baltimore Gas and Electric Company -- http://www.bge.com/-- is an  
electric transmission and distribution utility company and a gas
distribution utility company with a service territory that covers
the City of Baltimore and all or part of 10 counties in central
Maryland.  BGE's electric service territory includes an area of
approximately 2,300 square miles.  There are no municipal or
cooperative wholesale customers within BGE's service territory.  
BGE's gas service territory includes an area of approximately 800
square miles.  BGE's electric and gas revenues come from
residential, commercial and industrial customers.

As reported in the Troubled Company Reporter on Aug. 22, 2008,
Moody's Investors Service affirmed the Ba1 preference stock rating
on Baltimore Gas and Electric Company.  Moody's said the outlook
is stable.

                    About Constellation Energy

Constellation Energy -- http://www.constellation.com-- a FORTUNE  
125 company with 2007 revenues of $21 billion, says it is the
nation's largest competitive supplier of electricity to large
commercial and industrial customers and the nation's largest
wholesale power seller. Constellation Energy also manages fuels
and energy services on behalf of energy intensive industries and
utilities. It owns a diversified fleet of 83 generating units
located throughout the United States, totaling approximately 9,000
megawatts of generating capacity. The company delivers electricity
and natural gas through the Baltimore Gas and Electric Company
(BGE), its regulated utility in Central Maryland.


CSMC 2006-TFL2: Fitch Affirms Low-B Ratings on Two Class Certs.
---------------------------------------------------------------
Fitch Ratings has placed two classes of CSMC 2006-TFL2, commercial
mortgage pass-through certificates on Rating Watch Negative, as:

  -- $14.1 million class MW-A at 'AA'; and
  -- $8.5 million class MW-B at 'A'.

In addition, Fitch has affirmed these classes and assigned Rating
Outlooks as:

  -- $305.1 billion class A-1 at 'AAA'; Outlook Stable;
  -- $536 million class A-2 at 'AAA'; Outlook Stable;
  -- Interest-only class A-X-1 at 'AAA'; Outlook Stable;
  -- Interest-only A-X-2 at 'AAA'; Outlook Stable;
  -- Interest-only class A-X-3 at 'AAA'; Outlook Stable;
  -- $41 million class B at 'AA+'; Outlook Stable;
  -- $41 million class C at 'AA'; Outlook Stable;
  -- $33 million class D at 'AA-'; Outlook Stable;
  -- $25 million class E at 'A+'; Outlook Stable;
  -- $19 million class F at 'A'; Outlook Stable;
  -- $19 million class G at 'A-'; Outlook Stable;
  -- $19 million class H at 'BBB+'; Outlook Stable;
  -- $20 million class J at 'BBB'; Outlook Stable;
  -- $22 million class K at 'BBB-'; Outlook Stable;
  -- $16.3 million class L at 'BBB-'; Outlook Negative.

These classes are assigned Rating Outlooks and affirmed by Fitch
and are non-pooled components of the related trust assets:

  -- $62.2 million class KER-A at 'AA-'; Outlook Stable;
  -- $44.2 million class KER-B at 'A'; Outlook Stable;
  -- $38.7 million class KER-C at 'A-'; Outlook Stable;
  -- $47.7 million class KER-D at 'BBB+'; Outlook Negative;
  -- $48.1 million class KER-E at 'BBB'; Outlook Negative;
  -- $64 million class KER-F at 'BBB-'; Outlook Negative;
  -- $4.7 million class SHD-A at 'AA+'; Outlook Stable;
  -- $4.5 million class SHD-B at 'AA'; Outlook Stable;
  -- $4.4 million class SHD-C at 'A+'; Outlook Stable;
  -- $3.4 million class SHD-D at 'A-'; Outlook Stable;
  -- $4.3 million class SHD-E at 'BBB-'; Outlook Stable;
  -- $11 million class BEV-A at 'BBB-'; Outlook Stable;
  -- $5.3 million class QUN-A at 'AA-'; Outlook Stable;
  -- $4.9 million class QUN-B at 'A'; Outlook Stable;
  -- $7.1 million class QUN-C at 'BBB'; Outlook Stable;
  -- $4.6 million class QUN-D at 'BBB-'; Outlook Stable;
  -- $7 million class ARG-A at 'BB'; Outlook Stable;
  -- $5.5 million class ARG-B at 'BB-'; Outlook Stable;
  -- $4 million class NHK-A at 'BBB-'; Outlook Stable.

These classes are assigned Rating Outlooks and affirmed by Fitch
and are non-pooled components of the trust assets:

  -- $376.8 million class SV-A1 at 'AAA'; Outlook Stable;
  -- $126 million class SV-A2 at 'AAA'; Outlook Stable;
  -- Interest-only SV-AX at 'AAA'; Outlook Stable;
  -- $61 million class SV-B at 'AA+'; Outlook Stable;
  -- $31 million class SV-C at 'AA'; Outlook Stable;
  -- $31 million class SV-D at 'AA-'; Outlook Stable;
  -- $30 million class SV-E at 'A+'; Outlook Stable;
  -- $31 million class SV-F at 'A'; Outlook Stable;
  -- $30 million class SV-G at 'A-'; Outlook Stable;
  -- $54 million class SV-H at 'BBB+'; Outlook Stable;
  -- $34 million class SV-J at 'BBB'; Outlook Stable;
  -- $39 million class SV-K at 'BBB-'; Outlook Stable.

Rating Outlooks reflect the likely direction of rating changes
over the next one or two years.

Classes MW-A and MW-B have been placed on rating watch negative
due to the upcoming final maturity of Metropolitan Warner Center.  
The Metropolitan Warner Center loan is collateralized by 677 units
within the condominium property located in Woodland Hills,
California.  The subject was formerly an apartment complex that
was converted into condominiums.  Debt is paid down as unit sales
are executed.  The loan exercised its one-year extension option in
July 2008 and has a final maturity on July 9, 2009.  The pace of
unit sales has fallen behind initial expectations and Fitch is
concerned that sales proceeds may not be sufficient to pay off the
debt at loan maturity.  The original management company has been
replaced and new management plans to focus on increased marketing
efforts to bolster unit sales.

Class L has been assigned a Negative Outlook due to the concerns
surrounding The Kerzner Portfolio and Metropolitan Warner Center.

Though classes KER-D, KER-E, and KER-F have been affirmed at the
current rating levels, the Negative Outlooks are due to the
potential future decline in performance of The Kerzner Portfolio.  
The Kerzner Portfolio consists of a diverse portfolio of real
estate including resort casinos, golf courses, timeshares, vacant
waterfront land and ongoing construction projects.  The portfolio
is sponsored by Istithmar PJSC, Whitehall Funds, Kerzner Family,
Colony Capital, Baron Funds and The Related Companies.

Occupancy, ADR and RevPAR as of Dec. 31, 2007, is 73%, $310, and
$245, compared to the issuer's expectations of 81%, $323, and
$262 at origination.  The portfolio continues to stabilize as
construction projects are completed at the Atlantis property,
including the Phase III expansion which added a 600-room all-suite
hotel tower, a 495-unit condominium hotel, approximately 40-acres
of new water attractions, and the Dolphin Experience. While cash
flow has improved from year-end 2006 to YE2007, there is concern
that the performance expectations from origination may become
increasingly difficult to achieve as the economy continues to face
significant challenges.

The impact the contracting economy is having on discretionary
spending along with declines in business and leisure travel may
limit future improvement to cashflow.

The rating affirmations are the result of stable pool performance
since issuance, scheduled paydown, and ongoing stabilization of
the underlying assets.  As of the September 2008 distribution
date, the transaction's aggregate principal balance has decreased
31% to $2.35 billion from $3.40 billion at issuance.  Three loans,
The Plaza Residential and Retail (23.8% of the initial pool
balance) JP Morgan International Tower III (1.5%), and The Plaza
CondoHotel and Hotel (1.1%) have paid in full.

The largest loan in the transaction, The Sava Healthcare Portfolio
(35.9%), consists of two partially cross-collateralized and cross-
defaulted loans: the Sava Portfolio, consisting of 169 properties
and the Fundamental Portfolio, consisting of 28 properties.  
Occupancy as of April 15, 2008 is 85.6%, inline with issuance.  
The Sava Portfolio and the Fundamental Portfolio are bridge loans
until the individual assets are refinanced through the HUD 232
Program, which insures mortgages that cover the construction,
rehabilitation, purchase, and refinancing of nursing homes,
intermediate care facilities, board and care homes, and assisted
living facilities.  

The portfolio is sponsored by Rubin Schron, an experienced health
care property operator.  All of the Fitch rated classes related to
the Sava Healthcare Portfolio are non-pooled components of the
related trust.

Fitch reviewed servicer provided operating statement analysis
reports for all of the loans in the transaction as well as updated
sales reports for the condominium properties.  Based on their
stable performance since issuance the loans maintain their
investment grade shadow ratings.


DISTRIBUTED ENERGY: Wants Plan Filing Period Extended to Dec. 31
----------------------------------------------------------------
Distributed Energy Systems Corp. and its wholly owned subsidiary,
NPS Liquidating Inc., f/k/a Northern Power Systems Inc., ask the
U.S. Bankruptcy Court for the District of Delaware to extend  
their exclusive periods to:

  a) file a plan to Dec. 31, 2008;

  b) solicit acceptances of the plan to March 2, 2009.

This is the Debtors' first request for an extension of these
deadlines.

The Debtors have been engaged in extensive negotiations with the
Official Committee of Unsecured Creditors and Perseus Partners
VII, L.P. in an attempt to resolve the issues currently pending
between the Committee and Perseus.  The Debtors tell the Court
that the extension requested will give them additional time to
fully evaluate the feasibility of a plan or plans in these chapter
11 cases and complete the other tasks that may need to be  
completed before such plans can be filed and acceptances
solicited.

The Debtors add that the termination of their exclusive periods
would cause substantial harm to their efforts to preserve and
maximize the value of their estates and the progress of these
cases.

                   Issues Between the Committee
                  and Perseus Need to be Resolved

On July 31, 2008, the Committee filed a Complaint for Equitable
Re-Characterization of Purported Secured Loan As Equity Investment
or, in the alternative, Equitable Subordination.  With the
assistance of the Debtors, the Committee and Perseus have and
continue to exchange detailed proposals that would provide for a
global resolution of issues between the Committee and Perseus,
including settling the Committee Complaint and resolving the
dispute over the escrowed proceeds of the Northern Sale and the
Northern Servicing Sale.  

The sale of Northern Power Systems Inc. to CB Wind closed on
Aug. 15, 2008, while the sale of Northern's sevicing business to
Endurant Energy Systems, LLC followed shortly after the Court  
approved the sale on Aug. 19, 2008.

The Debtors are hopeful that through these negotiations they can
also reach an agreement with Perseus that will provide for the
consensual use of Perseus' cash collateral as well as a roadmap
for winding up these cases.  The Debtors told the Court that
ultimately, the outcome of the negotiations between the Debtors,
the Committee, and Perseus will be, to a great extent,
determinative of the value available to the various creditors as
well as the feasibility of a chapter 11 plan or plans in these
cases.

Distributed Energy Systems Corp. and its wholly owned subsidiary,
Northern Power Systems Inc., filed for Chapter 11 bankruptcy
protection on May 4, 2008 (Bankr. D. Del. Lead Case No. 08-11101).
Robert S. Brady, Esq., Edward J. Kosmowski, Esq., and Robert F.
Poppiti, Jr., at Young, Conaway, Stargatt & Taylor LLP represent
the Debtors in their restructuring efforts.  The Debtors selected
Epiq Systems as their claims agent.  The U.S. Trustee for Region 3
appointed three creditors to serve on an Official Committee of
Unsecured Creditors.  Schuyler G. Carroll, Esq., Robert M. Hirsh,
Esq., and Karen McKinley, Esq., at Arent Fox LLP, in New York,
and John V. Fiorella, Esq., Charles C. Brown, III, Esq., and "J"
Jackson Shrum, Esq., at Archer & Greiner, P.C., in Wilmington,
Delaware, represent the Committee.  The Debtors disclosed in their
schedules, assets of $19,593,387 and debts of $43,558,713.


DOMARK INT'L: Report $959,000 Net Loss for August 31, 2008
----------------------------------------------------------
DoMark International Inc. reported $959,368 net loss on revenues
of $452,336 for the three months ended Aug. 31, 2008, compared to
$596,000 net loss on no revenues of the same period a year ago.

The company's balance sheet at Aug. 31, 2008, showed $17,741,640
in total assets and $6,177,977 in total liabilities resulting in
a $11,563,663 stockholders' equity.

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

                        Going Concern Doubt

According to the Troubled Company Reporter on Sept. 29, 2008,
Davis, Fla.-based Kramer Weisman and Associates LLP raised
substantial doubt about the ability of DoMark International, Inc.,
to continue as a going concern after it audited the company's
financial statements for the year ended May 31, 2008.  

The auditor reported that the company has operating and liquidity
concerns, has incurred an accumulated deficit of $1,431,970
through the period ended May 31, 2008, and current liabilities
exceeded current assets by $3,828,255 at May 31, 2008.

The company has inadequate working capital to maintain or develop
its operations, and is dependent upon funds from private investors
and the support of certain stockholders.  Management is planning
to raise any necessary additional funds through loans and
additional sales of its common stock.  There is no assurance that
the company will be successful in raising additional capital.

                           About DoMark

DoMark International, Inc., acquires and manages majority owned
public entities and privately owned companies in various
industries.  The company, through its subsidiary, JAVACO, Inc.,
distributes equipment and tools for cable television and
telecommunications industry in North and Latin America.  The
company, through its other subsidiary, SportsQuest, Inc., creates,
develops, and manages high end sports events, as well as executing
a growth strategy involving acquisition of diverse and effective
sports marketing platforms.  Formerly known as DoMar Exotic
Furnishings, Inc., the company was incorporated in 2006 and is
based in Oviedo, Fla.


EATON VANCE: Moody's Trims $6MM Notes Rating to 'Ba1' from 'Baa3'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the notes issued by Eaton
Vance CDO IX, Ltd.:

Class Description: $35,000,000 Class D Floating Rate Deferrable
Notes Due 2019

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Prior Rating Action Date: 9/18/08
  -- Current Rating: Baa3

Class Description: $6,000,000 Class 2 Combination Notes Due 2019

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Prior Rating Action Date: 9/18/08
  -- Current Rating: Ba1

According to Moody's, the rating action is a result of the loss of
credit support from the Class D Coupon Swap Counterparty.  Lehman
Brothers Special Financing Inc. acts as counterparty under the
Class D Coupon Swap Agreement guaranteeing the obligations of
LBSFI).  In this role, LBSFI advances payment of interest owed on
the Class D notes during the reinvestment period to the extent
that interest collections on the collateral are insufficient to
service such payments.

LBHI's bankruptcy filing and the downgrade of both LBHI and LBSFI
will likely disrupt LBSFI's ability to perform its obligations
under the swap.  Moody's noted that no cash collateral has been
posted to Eaton Vance CDO IX, Ltd. by LBSFI.  Additionally, the
likelihood of entering into a replacement swap at an acceptable
cost in the near-term appears to be adversely constrained by the
current challenging market conditions.


EHAB A MOHAMED MEDICAL: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Ehab A Mohamed Medical Corporation, Inc.
        16260 Ventura Blvd., Suite 720
        Encino, CA 91436

Bankruptcy Case No.: 08-18104

Type of Business: The Debtor operates a medical office.

Chapter 11 Petition Date: October 16, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Allan D. Sarver, Esq.
                  ADSarver@aol.com
                  16633 Ventura Blvd., Suite, 800
                  Encino, CA 91436
                  Tel: (818) 981-0581

Estimated Assets: Less than $50,000

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

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

            http://bankrupt.com/misc/califcb08-18104.pdf


EIF CALYPSO: S&P's 'BB+' Rating Unaffected by Northampton's Cut
---------------------------------------------------------------
Standard & Poor's Ratings Services said that the recent downgrade
of the series A senior secured bonds at Northampton Generating Co.
L.P. to 'B-' from 'B' will have no impact on EIF Calypso LLC's
'BB+' rating or stable outlook.  Northampton is a 112 MW waste
coal-fired power plant, of which Calypso owns 77.5%.  Northampton
has been downgraded two notches since Calypso's rating was
initially released in April 2008, and the project currently has a
negative outlook in the face of continued cash flow pressures.

However, Calypso's pro rata ownership of Northampton is 87 MW of
Calypso's 1,686 MW portfolio, and the project constitutes a
negligible amount of total cash flow distributions to Calypso.   


ELITE CROSS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Elite Cross Creek, Inc.
        16009 N. 81st Street, Suite 130
        Scottsdale, AZ 85260

Bankruptcy Case No.: 08-14336

Chapter 11 Petition Date: October 16, 2008

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen, Jr.

Debtor's Counsel: Paul Sala, Esq.
                  psala@asbazlaw.com
                  Allen, Sala & Bayne, PLC
                  Viad Corporate Center
                  1850 N. Central Ave., #1150
                  Phoenix, AZ 85004
                  Tel: (602) 256-6000

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

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


FAMILY MANAGEMENT: Case Summary & Two Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Family Management LLC
        431 N. Halifax Avenue, Apt. 5
        Daytona Beach, FL 32118

Bankruptcy Case No.: 08-06373

Chapter 11 Petition Date: October 16, 2008

Court: Middle District of Florida (Jacksonville)

Judge: Paul M. Glenn

Debtor's Counsel: Walter J. Snell, Esq.
                  snellandsnell@mindspring.com
                  Snell & Snell, P.A.
                  436 N Peninsula Drive
                  Daytona Beach, FL 32118
                  Tel: (386) 255-5334

Total Assets: $1,605,000

Total Debts: $883,312

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

            http://bankrupt.com/misc/flmb08-06373.pdf


FANNIE MAE: Gov't May Have to Pay Shareholders in Fraud Lawsuit
---------------------------------------------------------------
Aparajita Saha-Bubna at The Wall Street Journal reports that the
government may have to pay Fannie Mae shareholders for hundreds of
milllions of dollars in damages stemming from a class action in
the U.S. District Court in Washington alleging securities fraud by
the company.

The government, through the the Federal Housing Finance Agency,
took over control of Fannie Mae in September.  In that same month,
Fannie Mae shareholders sued Merrill Lynch, Citigroup, Morgan
Stanley, and others for allegedly making false statements about
Fannie Mae's financial condition, Jonathan D. Glater at The New
York Times relates.  The report says that the shareholders blamed
a government plan for helping to depress the company's stock price
by buying shares of Fannie Mae and then take it over.

WSJ quoted H. Adam Prussin, Esq. -- a partner at Pomerantz Haudek
Block Grossman & Gross and the attorney for Fannie Mae investors
-- as saying, "The more you think about it, there're so many
different ways that so many different people could be responsible
for this.  There are the lenders who screwed up in the first
place, there are the people who bought these things from the
lenders and then didn't account correctly for them."

According to WSJ, a status conference, or a progress report, on
the the Fannie Mae case is set for Oct. 20.

                         About Fannie Mae

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

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

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

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


FORD MOTOR: John Bond & Jorma Ollila Leave Board Member Posts
-------------------------------------------------------------
Matthew Dolan at The Wall Street Journal reports that Sir John R.
H. Bond and Jorma Ollila resigned as Ford Motor Co. board members
on Friday.

Messrs. Bond and Ollila have significant responsibilities within
their own companies in Europe and each has recently added new
responsibilities in advising governmental entities during these
difficult economic times.  Messrs. Bond and Ollila told the Board
of Directors that they couldn't devote the additional time and
international travel that would be required of them as the company
responds to the unprecedented external environment and rapidly
changing auto industry.

In addition to his board duties, Mr. Bond served as a member of
the Finance Committee of the Ford Motor board and served as a
consultant and senior advisor to the Executive Chairman, William
Clay Ford, Jr.  Mr. Bond's formal paid consultancy arrangement
with the company also terminates on Oct. 17, 2008, although Mr.
Bond may continue to act as an advisor to Mr. Ford on an informal,
unpaid basis.  Mr. Ollila served as a member of the Audit
Committee and the Nominating and Governance Committee of the
board.

According to WSJ, Messrs. Bond and Ollila won't be immediately
replaced and the board will now have 11 members.

The resignations had nothing to do with any disagreement over the
management or direction of the the company, and were not related
to the Don Leclair's retirement as chief financial officer, WSJ
relates, citing a Ford Motor spokesperson Mark Truby.  The report
quoted Mr. Truby as saying, "Ford's board remains very strong,
independent and experienced.  Our board members are fully engaged
in directing the company at this important time."

                    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-'.

As reported in the Trouble Company Reporter on Oct. 17, 2008,
Standard & Poor's Ratings Services placed the CCC ratings on nine
Ford Motor Co.-related transactions on CreditWatch with negative
implications.


GENERAL MOTORS: Starts Looking for Hummer Buyer
-----------------------------------------------
John D. Stoll and Jeff Bennett at The Wall Street Journal report
that General Motors Corp. has started formal talks with potential
buyers for its Hummer sport-utility-vehicle division.

GM has begun sending out a sale prospectus for Hummer, WSJ says,
citing a Hummer spokesperson.  According to the report, Hummer's
CEO Jim Taylor will lead the negotiations with interested parties.

WSJ relates that the Hummer sale would bring some cash to GM,
which is losing money, partly due to its continual restructuring
effort in North America.  Analysts say that GM could run short of
cash within 12 months.  GM is considering acquiring Chrysler.  The
report states that the Hummer and Chrysler deals are part of an
initiative for GM to avoid a potential liquidity crunch in 2009.

According to WSJ, GM started selling Hummer in June, when GM's
board of directors launched a strategic review of the brand as
demend for SUVs collapsed.  WSJ relates that Hummer sales dropped
as high gasoline prices and a rocky U.S. economy pressured
consumers.  The report says that GM, at first, said that it was
open to some options for Hummer, including an overhaul of its line
of models.  In recent months, some Hummer dealers had to stop
operations due to a 47% drop in the brand's sales in 2007, the
report states.  Edmunds.com says that dealers sold fewer than 10
Hummers per month and offered $9,251 in sales incentives per
vehicle sold.

                     About General Motors

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

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

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


G&G/PENINSULA: Section 341(a) Meeting Scheduled for November 5
--------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of
G&G/Peninsula, LP's creditors on Nov. 5, 2008, at 1:00 p.m., at
the Room 118 in Austin.

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

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

Cedar Park, Texas-based G&G/Peninsula, LP, filed for Chapter 11
protection on Oct. 6, 2008 (Bankr. W. D. Texas Case No. 08-11913).  
Mark Curtis Taylor, Esq., at Hohmann & Taube LLP assists the
company in its restructuring effort.  The company listed assets of
$10 million to $50 million and debts of $1 million to $50 million.


GATEWAY ETHANOL: Section 341(a) Meeting Scheduled for November 5
----------------------------------------------------------------
The U.S. Trustee for Region 20 will convene a meeting of Gateway
Ethanol, LLC's creditors on Nov. 10, 2008, at 11:00 a.m., at the
Room 173 in Kansas City.

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

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

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The Company filed for bankruptcy
protection on October 5, 2008 (Bankr. D. Ks. Case No. 08-22579).  
Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and Tammee E.
McVey, Esq., at Bryan Cave, LLP, represent the Debtor in its
restructuring efforts.  In its filing, the Debtor listed estimated
assets between $50 million to $100 million and estimated debts
between $50 million to $100 million.


GRAY TELEVISION: Moody's Reviews Ratings for Possible Downgrade
---------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings of Gray Television, Inc., FoxCo Acquisition Sub
L.L.C., Local TV Finance, LLC, Newport Television Holdings LLC and
NV Broadcasting, LLC.

The rating actions are prompted by Moody's heightened concerns
that the television broadcasting sector will face substantial
revenue and cash flow deterioration due to the high probability of
further deterioration in the U.S. economy and its impact on
advertising revenue.

Television broadcasters derive a majority of their revenue from
cyclical advertising.  Annual television station revenue
performance is additionally affected by the timing of the Olympics
and elections.  TV broadcast station revenues will be lower in
2009 due to the absence of these latter events.  Additionally,
Moody's expects television broadcasting revenue to continue to
come under increasing cyclical pressure due to depressed consumer
confidence, the slowdown in consumer spending, its impact on
corporate profits and the resulting cutbacks in advertising and
marketing budgets by several industries.

In addition, Moody's notes that the primarily fixed cost base of
most television broadcasting companies offers limited avenues to
reduce costs in a downturn.  As a result, the operating cash flow
and the fundamental credit profiles of television broadcasters
could weaken dramatically in the face of a weak economic and
advertising climate.

Moody's expects the deteriorating cash flows and high debt
leverage to erode headroom under financial maintenance covenants,
which in some cases could cause severe liquidity pressure.  While
the sale of assets can provide broadcasters with additional
liquidity, in S&P's view, a sale of stations may be difficult and
may take longer due to the current adverse credit environment and
lack of financing availability.  Reduced access to capital markets
will also make it challenging for companies to refinance debt,
raise additional funding and remedy covenant problems.

Moody's has placed these ratings under review for possible
downgrade:

Issuer - Gray Television, Inc.

  * Corporate family rating -- B2
  * Probability-of-default rating -- B3
  * $100 million revolving credit facility -- B2 (LGD 3, 35%)
  * $925 million term loan facility -- B2 (LGD 3, 35%)

Outlook revised to under review for possible downgrade from
negative.

Gray Television, Inc., headquartered in Atlanta, Georgia, is a
television broadcaster that owns 36 primary television stations
serving 30 mid-sized markets.  The company's total revenues were
approximately $307 million for year ended December 31, 2007.

Issuer - FoxCo Acquisition Sub L.L.C.

  * Corporate family rating -- B2
  * Probability-of-default rating -- B2
  * $50 million Senior Secured Revolving Credit Facility -- B1
    (LGD 3, 32%)

  * $515 million Senior Secured Term Loan B Facility -- B1
    (LGD 3, 32%)

  * $200 million Senior Unsecured Notes -- Caa1 (LGD 5, 86%)

Outlook revised to under review for possible downgrade from
stable.

FoxCo Acquisition Sub L.L.C., headquartered in Ft. Worth, Texas,
owns and operates 8 television stations in 8 markets.  The
stations' 2007 revenue was approximately $309 million.

Issuer - Local TV Finance, LLC

  * Corporate family rating -- B2
  * Probability-of-Default rating -- B2
  * $30 million 6-year Senior Secured Revolving Credit Facility -
    Ba3 (LGD2, 29%)

  * $275 million 6-year Senior Secured First Lien Term Loan - Ba3
    (LGD2, 29%)

  * $190 million 8-year Senior Notes - Caa1 (LGD5, 83%)

Outlook revised to under review for possible downgrade from
negative.

Local TV Finance, LLC, headquartered in Ft. Worth, Texas, owns
nine television broadcasting stations in eight mid-sized markets.

Issuer - Newport Television Holdings LLC

  * Corporate family rating -- B2
  * Probability-of-default rating -- B2
  * $100 million Senior Discount Notes -- Caa1 (LGD 6, 94%)

Outlook revised to under review for possible downgrade from
stable.

Issuer - Newport Television LLC

  * $590 million senior secured credit facility -- Ba3
    (LGD 3, 30%)

  * $200 million Senior PIK Toggle Notes -- Caa1 (LGD 5, 81%)

Outlook revised to under review for possible downgrade from
stable.

Newport Television Holdings LLC, headquartered in Kansas City,
Missouri, owns and operates 50 television stations in 22 markets.  
The company's 2007 revenue was approximately $338 million.

Issuer - NV Broadcasting, LLC

  * Corporate Family Rating -- B3
  * Probability-of-default rating -- B3
  * $20 million Senior Secured First Lien Revolving Credit
    Facility -- B1 (LGD 3, 30%)

  * $195 million Senior Secured First Lien Term Loan Facility --
    B1 (LGD 3, 30%)

  * $100 million Senior Secured Second Lien Term Loan Facility --
    Caa2 (LGD 5, 80%)

Outlook revised to under review for possible downgrade from
stable.

Parkin Broadcasting, LLC

  * $5 million Senior Secured First Lien Revolving Credit Facility
    -- B1 (LGD 3, 30%)

  * $40 million Senior Secured First Lien Term Loan Facility -- B1
    (LGD 3, 30%)

Outlook revised to under review for possible downgrade from
stable.

NV Broadcasting, LLC, headquartered in Los Angeles, California
owns and/or operates 13 major affiliated broadcast television
stations and two CW and two MyTV affiliated broadcast stations in
8 markets.  The company has also announced the establishment of
KBNZ as the CBS network affiliate serving the Bend,Oregon market.  
The company's pro-forma 2007 net revenue was approximately $109
million


GUZMAN GROUP: Case Summary & Two Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Guzman Group, LLC
        7335 Fairway Drive, Apt. 620
        Miami Lakes, FL 33014
        dba A-Kid's Party Express

Bankruptcy Case No.: 08-25412

Chapter 11 Petition Date: October 16, 2008

Court: Southern District of Florida (Miami)

Judge: Laurel M Isicoff

Debtor's Counsel: David S Abrams, Esq.
                  salvador@abramslaw.cc
                  9400 S Dadeland Blvd., PH 3
                  Miami, FL 33156
                  Tel: (305) 598-1880
                  Fax: (305) 598-1881

Estimated Assets: Less than $50,000

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

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

            http://bankrupt.com/misc/flsb08-25412.pdf


HAMIL CORP: Section 341(a) Meeting Scheduled for November 13
------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of The Hamil
Corporation's creditors on Nov. 13, 2008, at 1:00 p.m., at the
Hearing Room 362 in Atlanta.

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

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

Griffin, Georgia-based The Hamil Corporation offers industrial
construction services.  The company filed for Chapter 11
protection on Oct. 6, 2008 (Bankr. N. D. Ga. Case No. 08-12916).  
Scott B. Riddle, Esq., who has an office at Resurgens Plaza,
Atlanta, Georgia, represents the company in its restructuring
effort.  The company listed assets of $10 million to $50 million
and debts of $1 million to $10 million.


HEALTHCARE PARTNERS: S&P Lifts Counterparty Credit Rating to 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
rating on HealthCare Partners LLC to 'BB+' from 'BB'.  The outlook
is stable.  Standard & Poor's also raised its senior secured debt
rating on HealthCare to 'BBB-' from 'BB+'.  The recovery rating
remains unchanged at '2', indicating the expectation for
substantial recovery in the event of a payment default.  Debt
outstanding through Aug. 31, 2008, totaled $226.4 million.

"The upgrade reflects HealthCare's growing market scale, improving
financial condition, and strengthening competitive position," said
Standard & Poor's credit analyst Joseph Marinucci.  Operating
performance continues to benefit from effective care management
initiatives -- partly attributed to the successful rollout of its
electronic medical records project and to its generally well-
managed acquisition and integration of recent acquisitions.  These
have meaningfully expanded the company's scale and have better
diversified its business profile.  HealthCare has strengthened its
balance sheet by enhancing liquidity, reducing debt outstanding,
and building more shareholders' equity via the partial retention
of earnings.

The stable outlook reflects HealthCare's established competitive
presence in its core market in southern California, strong
profitability and cash flow generation relative to peers, and
relatively modest financial leverage.  Offsetting factors include
client and geographic concentrations, acquisition-based growth
strategy risks, and a significant, but diminishing, level of
intangibles relative to shareholders' equity.


JETBLUE AIRWAYS: Improved Revenue Cues S&P to Affirm 'B-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on JetBlue
Airways Corp. (B-/Negative/--), and removed them from CreditWatch,
where they were placed with negative implications May 22, 2008, as
part of an industrywide review.  The outlook is negative.  Ratings
on pass-through certificates insured by bond insurers were not on
CreditWatch and are not affected.

"The rating affirmation reflects improving revenue generation and
lower oil prices, which should allow JetBlue to maintain adequate
near-term liquidity and generate better financial results in
2009," said Standard & Poor's credit analyst Philip Baggaley.

The ratings on JetBlue reflect high debt levels undertaken to
finance its previously rapid growth rate, participation in the
cyclical, price-competitive, and capital-intensive airline
industry, and near-term risks from high jet fuel prices and a
rapidly weakening U.S. economy.  Ratings also incorporate the
airline's low operating cost structure.

Forest Hills, New York-based JetBlue is a midsize U.S. airline
that started operating in 1999 from New York's JFK International
Airport, which remains its principal hub.  In response to the
difficult airline industry conditions, the company is sharply
reducing capacity growth, and has joined in the industrywide trend
toward raising fares and implementing various added fees to
generate additional revenues.  S&P expects the company to generate
a moderate loss of well under $100 million this year, with some
improvement expected in 2009.  

The extent of the improvement will depend, as at other U.S.
airlines, on the level of fuel prices and the degree to which
economic deterioration slows revenue growth.  JetBlue and other
U.S. airlines have been reporting accelerating year-over-year
gains in passenger revenue per available seat mile this year, due
mostly to their ability to raise fares and carry fewer passengers
flying on deeply discounted tickets following the widespread
capacity cuts.  

While S&P does not foresee a reversal of the capacity reductions
in response to recently lower fuel prices, S&P also expects that
outright recession in the U.S. and in some other global economies
will weaken demand and slow revenue gains in 2009.  Based on S&P's
2008 earnings forecast, EBITDA interest coverage should slip to
1.3x this year, compared with 1.4x in 2007, and funds flow to debt
to be around 5%, compared with 7.3% last year.  Credit measures
should improve modestly in 2009, based on expected earnings
improvement and roughly unchanged debt levels.

S&P could lower its ratings on JetBlue if recession or a renewed
spike in fuel prices causes greater-than-expected losses and
unrestricted cash to decline below $500 million.  S&P could revise
the outlook to stable if lower fuel prices and continued revenue
gains allows JetBlue to return to profitability, restoring funds
flow to debt to the high single-digit percent area.


JP MORGAN: Fitch Downgrades Class 1B3 Trust Rating to 'CCC/DR2'
---------------------------------------------------------------
Fitch Ratings has taken rating action on J.P. Morgan Mortgage
Trust certificates.  The class represents a beneficial ownership
interest in separate trust funds, which include bonds that have
been downgraded.

J.P. Morgan Residential Mortgage Acceptance Corp, MBS Series 2002-
R2:

  -- 1B3 downgraded from 'BB' to 'CCC/DR2'.

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


JUDITH GARVIN: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Judith Marie Garvin
        aka Judy Garvin
        39341Diamond Drive
        Hemet, CA 92543

Bankruptcy Case No.: 08-24154

Chapter 11 Petition Date: October 15, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Marc A. Duxbury, Esq.
                  info@countylawcenter.com
                  5963 La Place Ct., Suite 312
                  Carlsbad, CA 92008
                  Tel: (760) 438-5291

Total Assets: $3,686,457

Total Debts: $2,181,077

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

           http://bankrupt.com/misc/califcb08-24154.pdf


KARYKEION INC: Schedules-Filing Deadline Extended to November 10
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended, until Nov. 10, 2008, the time within which Karykeion
Inc. must file its Statement of Financial Affairs and Schedules of
Assets and Liabilities.

The Debtor told the Court it needs sufficient time to identify all
employees and patients and their contact information.  This task
is time consuming, very labor intensive and is being performed for
the most part by Debtor's small accounting and administrative
staff, who, in addition, continue to perform their regular duties
as well.

In addition to staff priorities, the Debtor's underlying financial
books and records regarding the patients and employees are
incomplete and may be, in many instances where multiple patients
have the same first and last name, inaccurate and not contain
current contact and identifying information.

The Debtor said it has retained the accounting firm of Grobstein
Horwath to assist the staff in compiling and aggregating all of
the data needed to prepare and submit as accurate and complete
financial information.

After the information as to employees and patients has been
aggregated and compiled, the Debtor must prepare the data and
presentation so as to "mask" or hide the social security numbers
of those listed to ensure that information is not accessible in
the public record ans is otherwise protected from unathourized
disclosure.

Headquartered in Studio City, California, Karykeion Inc. operates
two hospitals known as Community Hospital of Huntington Park and
Mission hospital of Huntington Park.  The Debtor filed for Chapter
11 protection on Sept. 22, 2007 (Bankr. C.D. Calif. Case No. 08-
17254).  Michael H. Weiss, Esq., at Fainsbert, Mase & Snyder LLP,
is the Debtor's proposed counsel.  When the Debtor filed for
protection from its creditors, it listed both assets and
liabilities between $10 million and $50 million.


KEY DEVELOPERS: Sells 171 Channelside Condos for $21.9 Million
--------------------------------------------------------------
An unnamed company has paid $21.9 million for 171 condominiums at
The Place at Channelside, during an auction of the building
Wednesday, said Lamar Fisher of Fisher Auction Co., Shannon
Behnken, of the Tampa Tribune (Florida), reported Thursday.

According to the report, the units were originally offered for
about $200,000 to $1,000,000 each.  Key Developers Group LLC, the
developer of the project, owes the bank more than $47 million.

"I think everyone involved is really happy with the result," Mr.
Fisher said.

Key Developers Group LLC, filed for Chapter 11 bankruptcy
reorganization on March 5, 2008, after some buyers canceled their  
contracts and others filed cases against the company to get   
their deposits back.

The auction sale was ordered by the U.S. Bankruptcy Court for the
Middle District of Florida in Tampa.

                      About Key Developers

Tampa, Florida-based Key Developers Group LLC is a real estate
developer.  Its developments include a 469-unit, The Place at
Channelside I and II.  The Place at Channelside I, an-8-floor
building, was completed in 2007, while The Place at Channelside
II, a 32-floor building, was never built.  Its president is Fida
Sirdar Hussain.  Key Developers filed for chapter 11 on March 5,
2008 (Bankr. M.D. Fla. Case No. 08-02929).  Scott A. Stichter,
Esq., at Stichter, Riedel, Blain & Prosser PA, represents the
Debtor in its restructuring efforts.

When it filed for bankruptcy, the Debtor disclosed $100 million to
$500 million in estimated assets, and $50 million to $100 million
in estimated debts.


LANDMARK II: Moody's Slashes $6MM Notes Rating to 'Ca' from 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the notes issued by
Landmark II CDO Ltd.:

Class Description: $24,000,000 Class C Third Priority Floating
Rate Notes, Due 2012

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Prior Rating Date: August 15, 2008
  -- Current Rating: B1

Class Description: $6,000,000 Class D Fourth Priority Floating
Rate Notes, Due 2012

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Prior Rating Date: August 15, 2008
  -- Current Rating: Ca

According to Moody's, these rating actions are primarily a result
of the par losses to the deal due to the disposition of the
underlying securities with maturities past the legal maturity of
the transaction at below par values.  In addition, deterioration
in the credit quality of the transaction's underlying collateral
pool consisting primarily of senior secured loans has also
contributed to the rating actions.

In addition, Moody's announced that it has confirmed the ratings
on these notes:

Class Description: $12,000,000 Class B Second Priority Floating
Rate Notes, Due 2012

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Prior Rating Date: August 15, 2008
  -- Current Rating: Aa2

Upon further review, Moody's determined that the expected loss on
Class B Notes is consistent with the Aa2 rating.


LANDSOURCE COMMUNITIES: Barclays Files Plan, Mulls Asset Sale
-------------------------------------------------------------
Barclays Bank PLC, the administrative agent under the debtor-in-
possession credit facility the prepetition first lien credit
facility, filed with the U.S. Bankruptcy Court for the District
of Delaware a Chapter 11 joint plan of reorganization for
LandSource Communities Development LLC and its 20 debtor
affiliates, on October 13, 2008.

The Plan sponsored by Barclays contemplates the sale of
substantially all of the Debtors' assets through an auction.  The
auction will be conducted not later than 120 days after the
confirmation of the Plan.  The auction procedures will be subject
to the Court's approval.  A plan administrator, to be appointed
by Barclays, will run the Debtors' estate starting on the
effective date of the Plan.

The existing equity holders of LandSource Communities will lose
their interests in the land-developer but may receive
distributions under the Plan.  Prepetition, LandSource's equity
sponsors were Lennar Corporation, L&R Property Corporation, who
each held a 16% stake, and the California Public Employees
Retirement System, who owned 68% of the equity.

Barclays did not disclose whether key parties, like the Debtors,
the existing equity holders, or the Official Committee of
Unsecured Creditors, are supporting the Plan.  Under the
Bankruptcy Code, acceptances by impaired creditors, i.e.
creditors who are not receiving 100 cents on the dollar on their
claims, are necessary in order to obtain confirmation of the
Plan.

A full-text copy of LandSource's Joint Plan of Reorganization is
available for free at: http://ResearchArchives.com/t/s?33d5

Barclays has not yet filed a disclosure statement that explains
the terms of the Plan.  Under Section 1125 of the Bankruptcy
Code, the plan proponent cannot solicit votes from the Debtors'
creditors and interest holders, unless the Court approves the
disclosure statement as containing adequate information.

As previously reported, the Debtors, on June 4, 2008, received a
commitment letter from Barclays Bank PLC and Marathon Special
Opportunity Fund, LP, for a senior secured priming superpriority
DIP credit facilities of up to $1,185,000,000, including a roll-
up of up to $1,050,000,000 in outstanding obligations under a
first lien facility provided by Barclays prepetition.

The Commitment Letter provides that the Debtors must file a
Chapter 11 plan and disclosure statement that is acceptable in
form and substance to Barclays on or prior to the later of the
120th day after the Petition Date, or October 6, 2008.

The Debtors' exclusive period to file a plan under Section 1121
of the Bankruptcy Code also expired as of Oct. 7.  With the
expiration of the Debtors' exclusive plan filing period, any
party-in-interest may file and solicit acceptances of a plan for
the Debtors.

The Plan, which was signed by Mark Manski, director at Barclays,
specifically provides for:

    (a) a substantive consolidation of the Debtors for the
        purposes of the Plan only;

    (b) the sale of the Debtors' assets to successful bidders in
        an auction, with the proceeds to be distributed as:

         (i) payment in full of all DIP Revolver Loan Claims and
             DIP Roll-Up Loan Claims,

        (ii) payment in full of allowed administrative expense
             claims, allowed priority tax claims, and allowed
             priority non-tax claims,

       (iii) payment in full of allowed "permitted lien claims",

        (iv) payment to each holder of an allowed second lien
             secured claim of its pro rata share of the second
             lien secured claims proceeds,

         (v) payment to each holder of an allowed other secured
             claim of its other secured claim proceeds,

        (vi) payment to each holder of an allowed general
             unsecured claim of its pro rata share of the general
             unsecured claims proceeds, and

       (vii) payment to each holder of an allowed interest in
             LandSource Communities of its pro rata share of all
             remaining proceeds after all allowed claims against
             the Debtors are satisfied in full; and

    (c) the establishment and implementation of a liquidating
        trust for the purposes of (i) resolving disputed claims
        and interests, (ii) selling or disposing of all of the
        estate assets not sold in the auction, (iii) evaluating,
        prosecuting and resolving any and all causes of action,
        and (iv) collecting and distributing proceeds in
        accordance with the Plan.

Under the Plan, Claims against and Interests in the Debtors are
categorized in to seven classes:

         Class      Claims/Interests
         -----      ----------------
           1        Priority Non-Tax Claims
           2        Permitted Lien Claims
           3        Convenience Class Claims
           4        Second Lien Secured Claims
           5        Other Secured Claims
           6        General Unsecured Claims
           7        Interests

Claims in Class 1, Class 2 and Class 3 are not impaired under
the Plan, while the remaining Classes of Claims and Interests are
impaired under the Plan.  Administrative expense claims, DIP
Claims, which will receive full recovery under the Plan, are not
classified.

                          PLAN PROVISIONS

A. Substantive Consolidation

The effectiveness of the Plan is precedent on an order by the
Bankruptcy Court providing for the substantive consolidation of
the Debtors and their estates into a single estate for all
purposes under the Plan including the purposes of voting and
distributions.

Barclays want the Court to enter an order confirming the Plan and
holding, among other things, that all assets and liabilities of
the Debtors will be deemed to be merged, and the obligations of
each Debtor and each estate will be deemed to be obligations of
the substantively consolidated Debtors and Estates.

B. The Plan Administrator

A plan administrator will be appointed and will (a) act as the
trustee for the Liquidating Trust, (b) hold and liquidate all of
the Estate Assets contributed to the Liquidating Trust for the
benefit of the holders of Allowed Claims against and Interests in
the Debtors and the Estates, (c) investigate and (if the Plan
Administrator determines the pursuit is in the best interests of
the beneficiaries of the Liquidating Trust) pursue causes of
action to judgment or settlement, (d) make, on behalf of the
Debtors, the distributions required to be made to creditors or
interest holders, and (e) distribute any proceeds received by the
Liquidating Trust in accordance with the provisions of the Plan.

The Plan Administrator will be selected by Barclays, and will be
announced at the Confirmation Hearing.  The Plan provides that
the U.S. Trustee will not select or supervise the Plan
Administrator.

>From and after the Effective Date, and until the Chapter 11 cases
are closed, the affairs of the Debtors will be managed by the
Plan Administrator, which will have the sole right to act on  
behalf of the Debtors.

After the Effective Date, the Plan Administrator will have the  
sole authority to file and prosecute objections to settle or
otherwise resolve, any Disputed Claims and Interests in any  
Class.

C. Auction

Promptly after the Court enters a Final Order, Barclays will
commence marketing of the Estate Assets with the goal of
maximizing the total Proceeds received for the assets in an
auction to be held as soon as practicable, but in any event no
later than 120 days after the Confirmation Date, unless Barclays
determines that a later date is desirable.  The Auction will be
conducted pursuant to procedures that will be approved by a Final
Order or another Final Order entered prior to or substantially
contemporaneously with the Confirmation Order.

The Debtors will cooperate fully with Barclays in marketing the
Estate Assets and conducting the Auction.  Holders of Allowed
Secured Claims will be entitled to "credit-bid" those Claims at
the Auction, as provided in the Plan and the Bidding Procedures.  

For the avoidance of doubt, NewCo, the Administrative Agent or
other agents as the holders of DIP Revolver Loan Claims or DIP
Roll-Up Loan Claims may designate, will be entitled to
"credit-bid" certain of the applicable Claims at the Auction
and any subsequent sale of the Estate Assets, subject to the
terms and conditions agreed to by the holders.

D. Attribution of Proceeds

At the Confirmation Hearing, Barclays will announce the identity
of an expert or experts, which will conduct an appraisal of the
then-current value of the Estate Assets.  The Court will
authorize the experts to conduct the Appraisal, and will
authorize and direct the Debtors to pay the reasonable
fees and expenses of the experts incurred in connection with
conducting the Appraisal.

E. Establishment of NewCo

On the Confirmation Date, Barclays will establish "NewCo"
pursuant to the governance and other documents to be included in
the Plan Supplement.  Subject to those documents, NewCo will
generally be established as a limited liability company
organized under the laws of the State of Delaware.

F. Establishment of Liquidating Trust

On the Effective Date, a Liquidating Trust will be established,
which will have the Plan Administrator as trustee.  All Estate
Assets, other than the Purchased Assets, the Causes of Action and
the Liquidating Trust Funds, will be transferred to the
Liquidating Trust, subject to all liens on and security interests
in the Estate Assets and all Claims against and Interests in the
Debtors.

G. Preservation of Assets and Claims

On the Effective Date, all rights, title and interest in and to
the Estate Assets and all Proceeds, other than Proceeds required
to make Distributions on the Initial Distribution Date, will be
contributed to the Liquidating Trust and will remain with the
Plan Administrator; provided, however, that the Purchased Assets
will be transferred to the Successful Bidders on the Effective
Date and the Proceeds required to make Distributions on the
Initial Distribution Date will remain with the Debtors until
distributed by the Plan Administrator on the Initial Distribution
Date.

H. Funding of Effective Date and Initial Distribution Date
   Payments.

To the extent that the cash to be received by the Debtors and the
Estates as a result of the Auction and the Cash the Debtors and
the Estates are expected to have after the conclusion of the
Auction are not sufficient to allow the Plan Administrator to
satisfy certain conditions precedent to the Effective Date,
Barclays may provide to the Estates and the Plan Administrator an
additional cash as it deems necessary to allow the Plan  
Administrator to satisfy conditions precedent to the
Effective Date.  

The aggregate Allowed Amount of the Debtors-In-Possession Roll-Up
Loan Claims will be increased by an amount equal to the amount of
Cash Barclays provided.

I. Prosecution of Claims Against Third Parties

The Plan Administrator may commence adversary or other legal
proceedings to pursue avoidance claims and any other Causes of
Action against the Debtors' affiliates, holders of Claims or
Interests, and other third parties to the extent not settled or
resolved prior to the Effective Date or pursuant to the Plan.

J. Liquidation of Estate Assets

The Plan Administrator will liquidate all Estate Assets as
quickly as practicable in a commercially reasonable manner and
reduce them to Cash, subject to the right of holders of Allowed
Secured Claims to "credit-bid" those Allowed Claims in any sale
of Estate Assets; provided, however, that if the Plan  
Administrator, determines that an asset is burdensome or of
inconsequential value, the asset may be abandoned.

K. Effect of Failure to Consummation Plan

If conditions to Plan consummation and the occurrence of the
Effective Date has not been satisfied or duly waived on or before
the date that is 180 days after the Confirmation Date, the
Confirmation Order may be vacated by the Court upon a motion
filed by Barclays.

If the Confirmation Order is vacated, the Plan will be null and
void in all respects, and nothing contained in the Plan will
(a) constitute a waiver of any Claims against or Interests in the
Debtors, or (b) prejudice in any manner the rights of the
Successful Bidders or Barclays.

L. Assumption of Executory Contracts

On the Effective Date, the Debtors will assume and assign to the
successful bidders certain of their contracts.

Barclays will file with the Court and serve on each non-Debtor
party to an Assumed Contract, at least 15 days prior to the
Effective Date, a schedule of all Assumed Contracts and, to
the extent applicable, the proposed cure amounts.

            Effect of The Plan On Claims And Interests

(a) Release of Liens on Purchased Assets

Unless a particular Claim is reinstated or left unaltered: (i)
each holder of a Secured Claim or a Claim that is purportedly
secured by any of the Purchased Assets will, (a) turn over and
release to the applicable Successful Bidder any and all Purchased
Assets that secured the Claim; and (b) execute the documents
and instruments as may be require to evidence the holder's
release of the property; and (ii) on the Effective Date all
claims to the property will revert to the applicable Successful
Bidder free and clear of all Claims.

All liens of the holders of the Claims will be deemed to be
canceled and released as of the Effective Date.

(b) Release of Liens on Other Estate Assets

Unless a particular Claim is reinstated or left unaltered,
each holder of a Secured Claim or a Claim that is purportedly
secured by any of the Estate Assets will (i) turn over and
release to the Debtors or the Liquidating Trust, as applicable,
the property; and (ii) execute documents and instruments as may
be require to evidence or record the holder's release of the
property.

(c) Effect of Failure to Release Liens

No distribution will be made to any holder of a Claim or Interest
unless and until the holder executes and delivers to the Debtors
or the Plan Administrator, a release and surrender of liens, or
demonstrates the non-availability of the items to the
satisfaction of the Plan Administrator.

The Plan Administrator may reasonably require the holder of the
Claim or Interest to hold the Plan Administrator harmless up to
the amount of any Distribution made in respect of the
unavailable note, instrument or other item evidencing the Claim
or Interest.

Any holder that fails to comply with the provisions within 180
days after the Effective Date will be deemed to have no further
Claim against or Interest in the Debtors, the Estates, the
Liquidating Trust, the Successful Bidders or the Plan  
Administrator, and will not participate in any Plan distribution,
and the Distributions that would otherwise have been made to
the holder will be treated as Unclaimed Property.

(d) Revesting and Vesting; Retention and Enforcement of Claims

Except as otherwise provided in the Plan, on the Effective Date
all Estate Assets other than the Purchased Assets and the
Proceeds required to make Distributions on the Initial  
Distribution Date pursuant to the Plan will vest in the
Liquidating Trust, including the rights to Distributions afforded
to holders of certain Claims and Interests under the Plan.

The Plan Administrator may use the property to settle and
compromise Claims or Interests without supervision of the Court.

                          *     *     *

Led by LandSource Communities Development LLC, the LandSource
Group is a large and diversified land development company.  Since
its inception, it has managed over 35,000 homesites across the
nation, including in the states of Arizona, California, Florida,
New Jersey, Nevada and Texas.  As of 2007, there were over 22,800
remaining homesites and over 30,000 acres of land assets
remaining in LandSource's Newhall portfolio.

                    About LandSource Communities

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

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

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

The Debtors' exclusive plan filing period expired on Oct. 6, 2008.
(LandSource Bankruptcy News, Issue No. 15;
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE COMMUNITIES: Treatment of Claims Under Chapter 11 Plan
-----------------------------------------------------------------
Barclays Bank PLC's Joint Plan of Reorganization of LandSource
Communities Development, LLC, and its affiliated debtors
contemplates a sale of substantially all of the Debtors' tangible
and intangible assets.  Majority of the proceeds from the sale
will be paid to holders of allowed claims in accordance with these
priorities established by the Bankruptcy Code:

A. Claims and Interest Classified Under The Plan

   Class    Description       Treatment & Status
   -----    -----------       --------------------
     1      Priority Non-     Not Impaired.  Except to the extent
            Tax Claims        a holder of a Priority Non-Tax  
                              Claim agrees to less favorable
                              treatment, each holder of an  
                              Allowed Priority Non-Tax Claim will
                              be paid the Allowed Amount of the  
                              Claim in full in cash on the later  
                              of (i) the Initial Distribution  
                              Date, and (ii) the first  
                              Distribution Date after the date  
                              the Claim becomes Allowed.
                              
     2      Permitted         Not Impaired.  Except to the extent  
            Lien Claims       a holder of a Permitted Lien Claim
                              agrees to less favorable treatment,
                              each holder of an Allowed Permitted
                              Lien Claim will be paid the Allowed
                              Amount of such Claim in full in
                              cash on the later of (i) the
                              Initial Distribution Date, and (ii)
                              the first Distribution Date after
                              the date the Claim becomes Allowed.
                              Each holder of an Allowed Permitted
                              Lien Claim will be entitled to
                              "credit-bid" all or part of the
                              Allowed Claim for any or all of the
                              property securing the Claim at the
                              Auction, as provided in the
                              Bidding Procedures, and at any
                              subsequent sale of Estate Assets.
                              
      3     Convenience       Not Impaired .  Each holder of an
            Class Claims      Allowed Convenience Class Claim  
                              will be paid the Allowed Amount of
                              the Claim in full in cash on the
                              later of (i) the Initial  
                              Distribution Date, and (ii) the
                              first Distribution Date after the
                              date the Claim becomes Allowed.
                              
     4      Second            Impaired.  Except to the extent a
            Lien              holder of a Second Lien Secured
            Secure            Claim agrees to less favorable  
            Claims            treatment, the Second Lien  
                              Administrative Agent, for the  
                              benefit of each holder of an  
                              Allowed Second Lien Secured Claim,
                              will be paid the Second Lien
                              Secured Claims Proceeds on (i) the
                              later of (A) the Initial
                              Distribution Date, and (B) the
                              first Distribution Date after the
                              date the Claim becomes Allowed;
                              and (ii) any subsequent
                              Distribution Date on which Second
                              Lien Secured Claims Proceeds are
                              held by the Liquidating Trust (or
                              earlier date as determined by the
                              Plan Administrator).  Each holder
                              of an Allowed Second Lien Secured
                              Claim will be entitled to
                              "credit-bid" all or part of the
                              Allowed Claim for any or all of the
                              Second Lien Collateral at the
                              Auction, as provided in the
                              Bidding Procedures, and at any
                              subsequent sale of Estate Assets.

     5      Other             Impaired.  Except to the extent a
            Secured           holder of an Other Secured Claim
            Claims            agrees to less favorable treatment,
                              each holder of an Allowed Other
                              Secured Claim will be paid its
                              respective Other Secured Claim
                              Proceeds on (i) the later of (A)
                              the Initial Distribution Date, and
                              (B) the first Distribution Date
                              after the date the Claim becomes
                              Allowed; and (ii) any subsequent
                              Distribution Date on which the
                              Other Secured Claim Proceeds are
                              held by the Liquidating Trust (or
                              earlier date as determined by the
                              Plan Administrator).  Each holder
                              of an Allowed Other Secured Claim
                              will be entitled to "credit-bid"
                              all or part of the Allowed Claim
                              for any or all of the Claim's Other
                              Secured Claim Collateral at the
                              Auction, as provided in the Bidding
                              Procedures, and at any subsequent
                              sale of Estate Assets.
                              
     6      General           Impaired.  Other than as provided
            Unsecured         in the Final DIP Order, and except
            Claims            to the extent that a holder of a  
                              General Unsecured Claim agrees to  
                              less favorable treatment, each
                              holder of an Allowed General  
                              Unsecured Claim will be paid its  
                              Pro Rata Share of the General  
                              Unsecured Claims Proceeds on (i)  
                              the later of (A) the Initial  
                              Distribution Date, and (B) the  
                              first Distribution Date after the  
                              date the Claim becomes Allowed; and
                              (ii) any subsequent Distribution
                              Date on which General Unsecured  
                              Claims Proceeds are held by the
                              Liquidating Trust.
                              
     7      Interest          Impaired.  Class 7 consists of all
                              Interests in LandSource Communities
                              Development LLC.  Interests in
                              LandSource Communities will be
                              canceled on the Effective Date, and
                              the holders of the canceled
                              Interests will not receive or
                              retain any interest in the Debtors
                              or the Estates on account of those
                              Interests, other than the right to
                              receive Distributions provided in
                              the Plan.
                              
Classes 4, 5, 6, and 7 are impaired Classes under the Plan, thus,
they are not entitled to vote to accept or reject the Plan.

B. Unclassified Claims

   Class    Description       Allowance & Payment
   -----    -----------       -------------------
   N/A      Administrative    An Administrative Expense Claim
            Expense Claims    that has been properly filed will
                              become an Allowed Administrative
                              Expense Claim if no objection is
                              filed with the Court within 180
                              days after the Administrative
                              Expense Bar Date.  If an objection
                              is filed within the 180 day period,
                              the Administrative Expense Claim
                              will become an Allowed
                              Administrative Expense Claim
                              only to the extent allowed by
                              Final Order of the Court.
                              
                              Each holder of an Allowed
                              Administrative Expense Claim will
                              receive (i) the Allowed Amount of
                              the Claim in one cash payment on
                              the later of (A) the Initial
                              Distribution Date, and (B) the
                              first Distribution Date after the
                              Claim becomes Allowed , or (ii)
                              other less favorable treatment as
                              may be agreed upon in writing
                              by the Debtors or the Plan
                              Administrator, as applicable, and
                              the holder; provided, however, that
                              an Administrative Expense Claim
                              representing a liability incurred
                              in the ordinary course of business
                              by the Debtors may be paid in the
                              ordinary course of the Debtors'
                              business.

   N/A      Fee Claims        A Fee Claim, with respect to which
                              its has been properly filed, will
                              become an Allowed Fee Claim only to
                              the extent allowed by Final Order
                              of the Court, and will be paid in
                              accordance with the Final Order.
                              
   N/A      Priority Tax      Each holder of an Allowed Priority
            Claims            Tax Claim will receive, at the sole
                              option of the Debtors or the Plan
                              Administrator, as applicable, (i)
                              the Allowed Amount of the Claim in
                              one cash payment on the later of
                              (A) the Initial Distribution Date,
                              and (B) the first Distribution Date
                              after the Claim becomes Allowed;
                              (ii) the Allowed Amount of the
                              Claim plus interest accrued at the
                              Mid-Term Applicable Federal Rate,
                              in equal annual cash payments on
                              each anniversary of the Effective
                              Date, until the last anniversary of
                              the Effective Date that precedes
                              the sixth anniversary of the
                              Commencement Date; provided,
                              however, that the treatment will
                              not be less favorable than that
                              received by the most favored
                              Unsecured Claim provided for by
                              the Plan; or (iii) the other less
                              favorable treatment as may be
                              agreed upon in writing by the
                              Debtors or the Plan Administrator,
                              as applicable, and the holder,
                              provided, however, if a Priority
                              Tax Claim is an Assumed Liability
                              pursuant to a Sale Transaction, it
                              will be assumed by the applicable
                              Successful Bidder.

   N/A      DIP Revolver      Except to the extent 100% of
            Loan Claims       holders of the DIP Revolver Loan
                              Claims agree to a different
                              treatment, the Administrative
                              Agent, for the benefit of each
                              holder of a DIP Revolver Loan
                              Claim, will be paid the aggregate
                              Allowed Amount of the DIP
                              Revolver Loan Claims in full in
                              cash on the Initial Distribution
                              Date.

   N/A      DIP Roll-Up       Except to the extent holders of DIP
            Loan Claims       Roll-Up Loan Claims (i)
                              constituting 50% or more of the
                              total number of the holders, and
                              (ii) holding DIP Roll-Up Loan
                              Claims in an aggregate Allowed
                              Amount of not less than 66 2/3% of
                              the aggregate Allowed Amount of
                              all DIP Roll-Up Loan Claims, agree
                              to other treatment, the
                              Administrative Agent, for the
                              benefit of each holder of a DIP
                              Roll-Up Loan Claim, will be paid
                              the aggregate Allowed Amount of
                              the DIP Roll-Up Loan Claims in full
                              in cash on the Initial Distribution
                              Date.

                    About LandSource Communities

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

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

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

The Debtors' exclusive plan filing period expired on
Oct. 6, 2008.  (LandSource Bankruptcy News, Issue No. 15;
http://bankrupt.com/newsstand/or 215/945-7000).


LANDSOURCE COMMUNITIES: Gives Up Exclusive Right to File Plan
-------------------------------------------------------------
LandSource Communities Development, LLC, and its affiliated
debtors have not requested an extension of their exclusive plan
filing period, which expired as of Oct. 7.

Section 1121(b) of the Bankruptcy Code provides for an initial
120-day period after the Petition Date during which a debtor has
the exclusive right to file a Chapter 11 plan. Section 1121(d)
provides that upon a request by a party-in-interest, the  the U.S.
Bankruptcy Court for the District of Delaware may for cause reduce
or increase the 120-day period.

The Debtors' $1,185,000,000 debtor-in-possession credit agreement
with Barclays Bank PLC and Marathon Special Opportunity Fund, LP,  
however, required the Debtors to file a Chapter 11 plan and
disclosure statement on or prior to the later of the 120th day
after the Petition Date, or Oct 6.  The DIP Credit Agreement
provided that the Debtors cannot seek an extension of the
exclusive period, absent the consent of Barclays.

With the expiration of the Debtors' exclusive plan filing period,
any party in interest may file and solicit acceptances of a plan
for the Debtors.

Barclays, on Oct. 13, filed a Chapter 11 for the Debtors'
estates.  The plan contemplates the sale of substantially all of  
the Debtors' assets through an auction.  Proceeds will be used to
pay off Barclays and other claimants.

                    About LandSource Communities

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

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

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

(LandSource Bankruptcy News, Issue No. 15;
http://bankrupt.com/newsstand/or 215/945-7000).


LEAR CORP: S&P Cuts Corp. Credit to 'B' on Weak Sales & Cash Flow
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Lear
Corp., including the corporate credit rating, to 'B' from 'B+',
reflecting the prospects for Lear's sales and cash flow to be
weaker than S&P expected in 2009, resulting in credit measures
that are inconsistent with the previous rating.  For the current
rating, S&P now expect adjusted debt to EBITDA to exceed 4.0x but
be less than 5.0x.  At the same time, S&P also lowered the issue-
level rating on Lear's $1 billion senior secured term loan
facility ($988 million outstanding) to 'BB-' from 'BB' and lowered
the issue-level rating on Lear's senior unsecured notes to 'B-'
from 'B'.  The outlook is negative.

"Falling auto demand in North America and Europe and ongoing
adverse shifts in product mix toward smaller passenger cars in the
U.S. are the main reasons for the downgrade," said Standard &
Poor's credit analyst Lawrence Orlowski.  "We now expect U.S.
light-vehicle sales to be 13 million units in 2009, and light-
vehicle sales in Europe are continuing to weaken.  S&P believes
the weak economy will extend well into 2009 and suppress purchases
of big-ticket items such as autos, so S&P do not expect production
for many of Lear's key SUV and full-size pickup truck platforms to
rebound in the near term," he continued.

Lear recently reduced its 2008 guidance for sales and core
operating earnings by 7% and 20%, respectively.

Lear has a highly leveraged financial risk profile, combined with
a weak business risk position that is dominated by the intense
competitive pressures of the global auto supply industry.  Lear
has a solid market position in the global auto seating supply
sector (79% of revenues) and is a player in the
electrical/electronics auto supply market.

Although Lear has strong positions in the auto seating market and
good growth prospects outside North America, continuing challenges
come from customer concentration.  Its two largest customers, Ford
Motor Co. and General Motors Corp. (excluding the Saab, Volvo,
Jaguar, and Land Rover units), represented about 42% of global
sales in 2007.  Moreover, the prices of raw materials such as
steel, copper, and oil remain volatile, and unexpected price
increases could reduce margins as well.

S&P expects Lear to have sufficient liquidity to meet its cash
obligations during the next year.  Cash balances were $624 million
as of June 28, 2008, and there are no material debt maturities
until 2012. The bulk of Lear's cash needs are in the U.S., where
its free cash flow is weakest and the bulk of its debt resides.  
Still, Lear can move cash balances between certain countries via
intercompany notes and tax-related strategies.

The outlook is negative.  S&P expects the operating environment
for auto suppliers to remain difficult in 2009, and Lear's
leverage and heavy dependence on the U.S. auto manufacturers make
the company especially vulnerable to negative industry
developments.  For the current rating, S&P expects the company's
adjusted debt to EBITDA to stay below 5.0x and funds from
operations to debt to exceed 10%.  To reach the upper end or
higher of our expected debt-to-EBITDA measure, Lear's EBITDA would
have to drop an estimated 40% from the level of the 12 months
ended June 28, 2008, and S&P could lower the rating if such a
scenario seemed likely.

A revision in S&P's outlook to stable in the near term is unlikely
because market conditions will likely continue to deteriorate,
preventing an improvement in credit measures.


LEHMAN MORTGAGE: S&P Junks Ratings on 9 Pass-Through Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 28
classes of pass-through certificates from Lehman Mortgage Trust
2005-2, a residential mortgage-backed securities transaction
backed by U.S. prime jumbo mortgage loan collateral.  In addition,
S&P affirmed its ratings on the remaining 13 classes of
certificates.

The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given S&P's current projected losses.

This RMBS transaction contains five separate pools of mortgage
loans, divided into four different structure groups.  Mortgage
pools 4 and 5 are combined to form one structure group, "4-5".  
Structure groups 1 through 3 each have their own separate set of
underlying component classes.  For example, structure group 1 has
underlying component classes B1(1)-B9(1).  Each set of underlying
component classes for structure groups 1 through 3 is combined to
form one publicly issued set of subordinate classes: i.e., classes
B1(1-3) through B9(1-3).

This RMBS transaction requires that each of the first three
structure groups be analyzed separately, with losses allocated to
the three separate component classes.  For example, realized
losses from structure group 1 are first allocated to underlying
component class B9(1), then to underlying component class B8(1),
etc.  Then, the lowest rating on any of the component classes
determines the rating for the entire combined publicly issued
subordinate classes: B1(1-3) through B9(1-3).  Because mortgage
pools 4 and 5 are cross-collateralized, they can be treated as one
structure group.

As of the Sept. 25, 2008, distribution, total and severe
delinquencies and cumulative realized losses were as:

Structure    Total               Severe              Cumulative
Group        delinquencies (%)   delinquencies (%)   realized
losses (%)
---------    -----------------   ----------------- ---------------
1                 7.76                3.86                0.25
2                 8.13                3.79                0.32
3                 8.13                4.93                0.32
4-5               5.71                3.82                0.18

S&P's lifetime projected losses, as a percentage of the original
structure group balances, for this U.S. RMBS transaction are as:

Structure group   Projected loss (%)
---------------   ------------------
1                       2.32
2                       2.25
3                       2.46
4-5                     2.03

The remaining projected lifetime losses and the current credit
support for the non-super-senior classes, as a percentage of the
current structure group balances, as well as the multiple of
current credit support to the remaining projected lifetime losses
for each of the structure groups, are:

Structure    Remaining             Current             Multiple
group        projected losses (%)  credit support (%)  CCS/RPL
---------    --------------------  ------------------  --------
1                            2.58              6.498     2.516
2                            2.56              6.672     2.603
3                            2.98              6.678     2.240
4-5                          2.27              5.808     2.558

Because the non-super-senior classes for structure group 3 had a
CCS/RPL multiple under 2.5, S&P lowered its rating on these
classes to 'BBB'.  The multiples for the non-super-senior classes
in structure groups 1, 2, and 4-5 ranged between 2.5 and 3.0, so
S&P lowered the ratings on these classes to 'A'.

Similarly, the super-senior classes from the four different
structure groups have current credit support ranging from 11.53%
(group 3) to 20.32% (group 1), so their multiples of current
credit support to remaining projected losses range from 3.868
times (group 3) to 8.532 times (group 4-5), well above S&P's 3.5
multiple for 'AAA' ratings.  Therefore, S&P is affirming its 'AAA'
ratings on the seven super-senior classes.  In addition, S&P is
affirming its 'AAA' ratings on five interest-only classes.  
Finally, S&P is affirming its 'CC' rating on class B6(4-5).

Subordination provides credit support for this transaction.  The
underlying collateral for this deal consists of fixed-rate U.S.
prime jumbo mortgage loans.  The loans are secured primarily by
first liens on one- to four-family residential properties with
original terms to maturity from the first scheduled payment due
date of no more than 30 years.

                          Ratings Lowered

Lehman Mortgage Trust 2005-2

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A3       52520MBQ5     A              AAA
1-A4       52520MBR3     A              AAA
2-A3       52520MBU6     A              AAA
2-A6       52520MBX0     A              AAA
3-A1       52520MBY8     BBB            AAA
3-A3       52520MCA9     BBB            AAA
3-A6       52520MCD3     BBB            AAA
3-A7       52520MCE1     BBB            AAA
AP         52520MCN1     BBB            AAA
B1(1-3)    52520MCR2     B              AA
B2(1-3)    52520MCS0     B              AA-
B3(1-3)    52520MCT8     CCC            BBB+
B4(1-3)    52520MCU5     CCC            BBB
B5(1-3)    52520MCV3     CCC            BB
B6(1-3)    52520MCW1     CCC            B
B7(1-3)    52520MDC4     CC             CCC
B8(1-3)    52520MDD2     D              CC
4-A2       52520MCG6     A              AAA
5-A1       52520MCH4     A              AAA
5-A2       52520MCJ0     A              AAA
5-A3       52520MCK7     A              AAA
5-A4       52520MCL5     A              AAA
5-A5       52520MCM3     A              AAA
B1(4-5)    52520MCX9     B              AA
B2(4-5)    52520MCY7     CCC            BBB
B3(4-5)    52520MCZ4     CCC            B+
B4(4-5)    52520MDA8     CCC            B
B5(4-5)    52520MDF7     CC             CCC

                         Ratings Affirmed

Lehman Mortgage Trust 2005-2

Class      CUSIP         Rating
-----      -----         ------
1-A1       52520MBN2     AAA
1-A2       52520MBP7     AAA
2-A1       52520MBS1     AAA
2-A2       52520MBT9     AAA
2-A4       52520MBV4     AAA
2-A5       52520MBW2     AAA
3-A2       52520MBZ5     AAA
3-A4       52520MCB7     AAA
3-A5       52520MCC5     AAA
4-A1       52520MCF8     AAA
AX         52520MCP6     AAA
PAX        52520MCQ4     AAA
B6(4-5)    52520MDG5     CC


LINENS 'N THINGS: Canadian Unit Files for Protection under BIA
--------------------------------------------------------------
Linens Holding Co. disclosed that the company's Canadian operating
subsidiary, Linens 'n Things Canada Corp. have filed for
protection under the Canadian Bankruptcy and Insolvency Act.

Linens Canada expects to appear before the Court in Canada in
the next week to seek approval to liquidate its Canadian business.
LNT's Canadian subsidiaries were not part of the company's
voluntary filing for protection under Chapter 11 of the United
States Bankruptcy Code on May 2, 2008.

The filing in Canada follows approval by the United States
Bankruptcy Court for the sale of LNT's assets to a joint venture
comprised of Gordon Brothers Retail Partners, LLC, Hilco Merchant
Resources, LLC, SB Capital Group, LLC, Tiger Capital Group, LLC,
Hudson Capital Group, LLC and Great American Group, LLC.  Under
that agreement, the joint venture group will act as the agent
for LNT to liquidate substantially all of its inventory through
store closing sales at LNT's remaining 371 U.S. locations.  If
the Canadian court provides its approval, the agreement will also
include the company's 40 Canadian locations.  The store closing
sales are expected to commence following approval by the Canadian
court.

"Since our bankruptcy filing in the United States in early May,
LNT and our advisors have worked tirelessly to develop a viable
restructuring plan for the company," Michael Gries, chief
restructuring officer and interim CEO, said. "Unfortunately,
the worsening economic situation in the U.S., the deepening
decline in the real estate market, the further downturn in
consumer spending and the frozen credit markets combined to make
this sale of assets the best vehicle to satisfy our creditors.
This is a difficult day, especially since our Canadian stores
were among the best performing stores, but I am very
appreciative of the incredible efforts and dedication of the
entire LNT team, the loyalty of our guests and the significant
support we received from vendors."

                   About Linens 'n Things, Inc.

Headquartered in Clifton, New Jersey, Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer of    
home textiles, housewares and home accessories in North America.
As of Sept. 30, 2008, Linens 'n Things operated 411 stores in 47
states and seven provinces across the United States and Canada.  
The company is a destination retailer, offering one of the
broadest and deepest selections of high quality brand-name as well
as private label home furnishings merchandise in the industry.
Linens 'n Things has some 585 superstores (33,000 sq. ft. and
larger), emphasizing low-priced, brand-name merchandise, in more
than 45 states and about seven Canadian provinces. Brands include
Braun, Krups, Calphalon, Laura Ashley, Croscill, Waverly, and the
company's own label.  Linens 'n Things was acquired by private
equity firm Apollo Management in 2006.

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

Mark D. Collins, Esq., John H. Knight, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., provide Linens 'n Things
with bankruptcy counsel.  The Debtors' special corporate counsel
are Holland N. O'Neil, Esq., Ronald M. Gaswirth, Esq., Stephen A.
McCaretin, Esq., Randall G. Ray, Esq., and Michael S. Haynes,
Esq., at Morgan, Lewis & Bockius, LLP. The Debtors' restructuring
management services provider is Conway Del Genio Gries & Co., LLC.
The Debtors' CRO and Interim CEO is Michael F. Gries, co-founder
of Conways Del Genio Gries & Co., LLC. The Debtors' claims agent
is Kurtzman Carson Consultants, LLC. The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc. The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.  
(Bankruptcy News About Linens 'n Things; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)    


LOVELL PLACE: Asks Court to Extend Plan Filing Period to Nov. 14
----------------------------------------------------------------
Eerie Times-News reports that Lovell Place Limited Partnership is
asking the Hon. Warren W. Bentz of the U.S. Bankruptcy Court for
the Western District of Pennsylvania to move the deadline for the
Debtor to exclusively file a reorganization plan to Nov. 14, 2008.

According to Eerie Times, Lovell Place wants the filing of the
Plan extended to show how the apartment complex will emerge from
bankruptcy.  Eerie Times states that deadline for the Plan was
previously extended to Oct. 14, 2008, from Aug. 15, 2008.

Eerie Times relates that once the Plan is filed, Judge Bentz will
schedule proceedings to sell Lovell Place at a public auction.  
According to the report, Guy Fustine, Esq., who represents Lovell
Place, said that a prospective buyer is in place.

Court documents say that Mr. Fustine said that the draft of the
Plan is circulating among the interested parties.  Lovell Place
needs more time to complete the Plan, Eerie Times reports, citing
Mr. Fustine.

                       About Lovell Place

Headquartered in Erie, Pennsylvania, Lovell Place Limited
Partnership, develops and leases residential and commercial real
estate.  The company filed for chapter 11 protection on Oct. 15,
2005 (Bankr. W.D. Pa. Case No. 05-15114).  Guy C. Fustine, Esq.,
at Knox McLaughlin Gornall & Sennett, P.C., represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of less than
$10 million and total debts of $26 million.

Lovell Place Limited Partnership filed for bankruptcy after its
developer, Stephen B. McGarvey, died in February 2005.  Mr.
McGarvey bought the complex in 1991 and used his own money and
bank financing to renovate it.

Lovell Place is still operating at East 13th and French streets.  
Lovell Place used to be a washing-machine factory.  Now it
includes 106 apartments, a restaurant, a bookstore, and state
offices.


MACH GEN: S&P Puts 'B+' $580MM Loan Rating Under Positive Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch Positive
its 'B+' rating on electricity generator MACH Gen LLC's
$580 million ($574.2 million outstanding) senior secured first-
lien term loan B due 2014, $100 million first-lien working-capital
facility due 2012, and $60 million first-lien synthetic LOC
facility due 2013.

Standard & Poor's left unchanged the '1' recovery rating on the
combined initial $734 million first-lien senior secured debt
obligations, reflecting S&P's expectation of full recovery of
principal in the event of a default.

The CreditWatch placement is a result of the company's decision to
sell its Covert generating plant near South Haven, Michigan to
Tenaska Capital Management LLC and to use a portion of the
proceeds to reduce its first-lien debt.  The Covert plan is a
1,100-megawatt natural-gas fired combined cycle facility that
began operation in 2004. The CreditWatch will remain in place
until the extent of debt reduction is finalized, at which point
S&P could raise the rating.  

MACH Gen benefits from a $100 million working-capital facility
($75 million undrawn) that it will use to fund each plant's
seasonal operating requirements and provide finance for any
capital-spending costs that the project incurs.  Working-capital
funds are also available to cover any debt service shortfalls that
may arise.  Lenders also benefit from an additional six-month debt
service reserve fund.


MERRILL LYNCH: Posts $5.2BB in 3rd Quarter Ended Sept. 26
---------------------------------------------------------
Merrill Lynch & Co. Inc. reported Thursay its results of
operations for the three- and nine-month periods ended Sept. 26,
2008.

Merrill Lynch reported a net loss from continuing operations for
the third quarter of 2008 of $5.1 billion, compared with a net
loss from continuing operations of $2.4 billion for the third
quarter of 2007.  Merrill Lynch's net loss for the third quarter
of 2008 was $5.2 billion, compared with a net loss of
$2.2 billion for the year-ago quarter.

Third quarter 2008 net revenues were $16.0 million, driven by a
number of significant items, including:

  -- Net write-downs of $5.7 billion resulting from the previously
     disclosed sale of U.S. super senior ABS CDOs and the   
     termination and potential settlement of related hedges with
     monoline guarantor counterparties;

  -- Net pre-tax gain of $4.3 billion from the previously
     disclosed sale of the 20% ownership stake in Bloomberg, L.P.;

  -- Net write-downs of $3.8 billion principally from severe
     market dislocations in September, including real estate-
     related asset write-downs and losses related to certain
     government sponsored entities and major U.S. broker-dealers,
     as well as the default of a U.S. broker-dealer;

  -- Net gains of $2.8 billion due to the impact of the widening
     of Merrill Lynch's credit spreads on the carrying value of
     certain of its long-term debt liabilities, which was
     similarly impacted by the severe market movements in
     September; and

  -- Net losses of $2.6 billion resulting primarily from completed
     and planned asset sales across residential and commercial
     mortgage exposures.

Excluding the items listed above, adjusted net revenues were
$5.7 billion in the third quarter of 2008, down 31% on a
comparable basis from the prior-year period, reflective of the
challenging operating environment.

Third quarter 2008 net revenues decreased from $380.0 million in
the prior-year period, which included $8.5 billion in net write-
downs, primarily related to U.S. ABS CDO and residential mortgage-
related exposures, and a $609.0 million net gain related to the
changes in carrying value of certain of the company's long-term
debt liabilities.

The net loss for the third quarter of 2008 was also impacted by
certain non-compensation expense items including:

  -- A $2.5 billion non-tax deductible payment to Temasek Holdings
     related to the July common stock offering; and

  -- A $425.0 million expense, including a $125.0 million fine,
     arising from Merrill Lynch's previously disclosed offer to
     repurchase auction rate securities (ARS) from its private
     clients and the associated settlement with regulators.

Merrill Lynch's net loss applicable to common shareholders for the
third quarter and first nine months of 2008 included $2.1 billion
of additional preferred dividends associated with the previously
disclosed exchange of the mandatory convertible preferred stock.

The net loss from continuing operations for the first nine months
of 2008 was $11.7 billion, compared with net earnings from
continuing operations of $1.7 billion in the prior-year period.
The first nine months of 2008 net loss was $11.8 billion, compared
with net earnings of $2.1 billion for the prior-year period.  The
first nine months of 2008 net revenues were $834.0 million
compared with $19.4 billion in the prior-year period.  The first
nine months of 2008 adjusted net revenues were $20.6 billion, down
25% from the prior-year period on a comparable basis.

Including the impact of this quarter's net loss, at the end of the
third quarter of 2008, Merrill Lynch's total common equity
increased to $29.8 billion, an increase of 41% or $8.7 billion
from the second quarter of 2008.  Total stockholders' equity was
$38.4 billion at the end of the third quarter of 2008, an increase
of 10% or $3.6 billion from the second quarter of 2008.

      Third Quarter and First Nine Months of 2008 Highlights

  -- Bank of America Corporation agreed to acquire Merrill Lynch &
     Co. in an all-stock transaction.

  -- Record year-to-date and third highest quarterly revenues in
     Rates and Currencies, up 27% from prior year-to-date.

  -- Global Equity Linked Products (Derivatives) net revenue
     growth of 23% sequentially and 14% year-on-year.

  -- Advisory revenues outperformed the market, increasing 12%
     sequentially; Merrill Lynch also ranked #2 in global
     announced M&A for the quarter.

  -- Solid performance in Global Wealth Management despite
     challenging market environment; FA headcount increased by 240
     from a year ago; Net new annuitized assets are up
     $21.0 billion year-to-date.

  -- Significant progress in balance sheet and risk reduction; RWA
     declined by approximately 15% over the quarter.

  -- Substantial sale of $30.6 billion of gross notional amount of
     U.S. super senior ABS CDOs.

  -- Reductions of 98% of U.S. Alt-A residential mortgage net
     exposures.  Including planned sales, reductions of 56% in
     non-U.S. residential mortgages and 25% in commercial real
     estate, excluding First Republic Bank and the U.S. Banks
     Investment Securities Portfolio.

  -- Enhanced capital base through a $9.8 billion common stock
     offering and the $4.425 billion sale of the Bloomberg stake.

  -- Subsequent to the third quarter, and as part of Bank of
     America's $25.0 billion participation in the TARP Capital
     Purchase Program, Merrill Lynch agreed and expects to issue
     $10.0 billion of non-voting preferred stock and related
     warrants to the U.S. Treasury pursuant to the program.

"We continue to reduce exposures and de-leverage the balance sheet
prior to the closing of the Bank of America deal," said John A.
Thain, chairman and CEO of Merrill Lynch.  "As the landscape for
financial services firms continues to change and our transition
teams make good progress, we believe even more that the
transaction will create an unparalleled global company with pre-
eminent scale, earnings power and breadth."

Business Segment Review:

In addition to the restructuring charge of $445.0 million recorded
in the second quarter, an additional $39.0 million was recorded in
the third quarter related to headcount reduction initiatives,
primarily in technology.  The third quarter and year-to-date
amounts recorded in the business segments were as follows:
$18.0 million and $329.0 million in Global Markets and Investment
Banking and $21.0 million and $155.0 million in Global Wealth
Management.  The following discussion of business segment results
excludes the impact of these restructuring expenses.

a) Global Markets and Investment Banking (GMI)

GMI recorded net revenues of negative $3.2 billion and a pre-tax
loss of $6.0 billion for the third quarter of 2008 compared with
net revenues of negative $3.2 billion and a pre-tax loss of
$4.6 billion in the prior-year period.  The challenging market
environment, particularly in September, resulted in net losses in
FICC and lower net revenues in Investment Banking, offset by
significantly higher net revenues in Equity Markets resulting from
the Bloomberg gain.  GMI's third quarter net revenues included a
net benefit of $2.8 billion (approximately $2.0 billion in FICC
and $800.0 million in Equity Markets) due to the impact of the
widening of Merrill Lynch's credit spreads on the carrying value
of certain long-term debt liabilities.

Net revenues from GMI's three major business lines were as
follows:

FICC net revenues were negative $9.9 billion for the quarter, as
strong revenues from Rates and Currencies were more than offset by
net losses related to the CDO sale and termination and potential
settlement of related monoline hedges, real estate-related assets,
and net losses from credit spreads widening across most asset
classes to significantly higher levels at the end of the quarter.
FICC recorded significant losses as a result of severe market
dislocations in September, including credit spread volatility and
a default of a major U.S. broker-dealer.  In addition, net
revenues for other FICC businesses declined from the third quarter
of 2007, as the environment for those businesses was materially
worse than the year-ago quarter.

Equity Markets net revenues for the third quarter of 2008, which
included the Bloomberg gain and a net gain related to changes in
the carrying value of certain long-term debt liabilities, were
$6.0 billion compared with $1.6 billion in the prior-year period.
Global Equity-Linked Products revenues increased approximately 14%
from the prior-year period, driven by increased trading activity
and heightened market volatility.  These increases were more than
offset by declines from the company's Cash business, which
experienced adverse market conditions, as well as Global Markets
Financing and Services, which experienced declines in average
balances, particularly in September.  Private equity net losses
were $289.0 million for the third quarter of 2008 compared with
net losses of $61.0 million for the prior year quarter.  Excluding
private equity net losses, the Bloomberg gain and the net gain
related to changes in the carrying value of certain long-term debt
liabilities, Equity Markets revenues were down 19% from the prior-
year period.

Investment Banking net revenues were $750.0 million for the third
quarter of 2008, down 25% from $1.0 billion in the 2007 third
quarter.  Equity origination, debt origination and advisory
revenues all declined, reflecting significantly lower industry-
wide underwriting and deal volumes compared with the year-ago
period.

For the first nine months of 2008, GMI recorded a pre-tax loss of
$18.3 billion, on net revenues of negative $9.2 billion, due
primarily to net losses in FICC that were partially offset by
revenues in Equity Markets and Investment Banking.  In addition,
GMI recorded a net gain of approximately $5.0 billion
(approximately $3.4 billion in FICC and $1.5 billion in Equity
Markets) due to the impact of the widening of Merrill Lynch's
credit spreads on the carrying value of certain long-term debt
liabilities.

b) Global Wealth Management (GWM)

GWM generated solid net revenues for the third quarter of 2008
despite significant market declines, reflecting the stability of
the client franchise and the significant proportion of recurring
net revenues in GWM.

  -- GWM's third quarter 2008 net revenues were $3.2 billion, down
     9% from the strong third quarter of 2007.  The decrease in
     net revenues was primarily due to declines in transactional
     and origination revenues resulting from reduced client and
     issuer activity amidst increasingly challenging market
     conditions.  The revenue decline was partially offset by a
     reduction in compensation and non-compensation expenses,
     resulting in pre-tax earnings of $774.0 million.  GWM's pre-
     tax profit margin was 23.9%, compared with 26.9% in the
     prior-year period.

  -- Net revenues from GWM's major business lines were as follows:
    
  -- Global Private Client (GPC) net revenues for the third
     quarter of 2008 were $3.0 billion, down 8% from the prior-  
     year period driven by lower transaction and origination
     revenues resulting from reduced client and origination
     activity in a challenging environment.  Fee-based revenues
     also declined due to lower market levels.
   
  -- Global Investment Management (GIM) third quarter 2008 net
     revenues were $241.0 million, an 11% decline from the third
     quarter of 2007, due to lower revenues from investments in
     asset management and alternative investment management   
     companies.

  -- Financial Advisor (FA) headcount was 16,850 at quarter-end, a
     net increase of 160 FAs during the quarter and 240 from the
     third quarter of 2007, as GWM continued to be successful in
     retaining and recruiting high-quality experienced Fas.  FA
     retention, particularly among first and second quintile FAs,
     continues to outperform the industry average.  Outside the
     Americas, Merrill Lynch's continued focus and investment in
     the GWM franchise increased international FA headcount 8%
     year over year.

  -- Net inflows of client assets into annuitized-revenue products
     were $2.0 billion for the third quarter.  Total net new money
     was negative $3.0 billion, impacted largely by client
     reaction to persistent volatility and negative market
     movements during the quarter.
    
  -- Total client assets in GWM accounts were $1.5 trillion at the
     end of the 2008 third quarter.

GWM recorded pre-tax earnings of $2.2 billion for the first nine
months of 2008, down 18% from the year-ago period.  Net revenues
were $10.2 billion, a decline of 2%.  The decrease in pre-tax
earnings was driven by lower net revenues from GPC and GIM and
slightly higher expenses reflecting GWM's commitment to continuing
investment in its key growth initiatives.

Other Items:

                      Compensation Expenses

Compensation and benefits expenses were $3.5 billion for the third
quarter of 2008, up 76% from $2.0 billion in the third quarter of
2007, primarily due to the reversal of compensation expense
accruals in the prior-year quarter.  Compensation and benefits
expenses were $11.2 billion for the first nine months of 2008,
down 3% from $11.6 billion in the first nine months of 2007
primarily due to a decline in compensation expense accruals
reflecting lower net revenues and reductions in headcount.

                    Non-compensation Expenses

Total non-compensation expenses were $4.8 billion for the third
quarter of 2008, including the $2.5 billion Temasek payment and
the $425 million ARS-related expense; excluding the aforementioned
items, total non-compensation expenses were $1.9 billion, down 9%
from the year-ago quarter.  Details of the other significant
changes in non-compensation expenses from the third quarter of
2007 are as follows:

  -- Communication and technology costs were $546.0 million, up 9%
     due primarily to costs related to ongoing technology
     investments and system development initiatives, including
     continued investment in GWM platforms and workstations.

  -- Advertising and market development costs were $159.0 million,
     down 12% due primarily to lower travel and other related   
     expenses.

  -- Other expenses were $588.0 million, including the
     $425.0 million charge related to auction-rate securities.  
     Excluding this item, other expenses were $163.0 million, down
     59% due primarily to the write-off of approximately
     $100.0 million of identifiable intangible assets related to
     First Franklin in the prior-year quarter and lower minority
     interest expenses associated with private equity investments.

                      Restructuring Charges

In the third quarter of 2008 Merrill Lynch recorded a pre-tax
restructuring charge of $39.0 million, primarily related to
severance costs and the accelerated amortization of previously
granted stock awards associated with headcount reduction
initiatives, primarily in technology.  The restructuring charge
for the nine month period was $484.0 million.

                           Income Taxes

Income taxes from continuing operations for the third quarter were
a net credit of $3.1 billion, reflecting tax benefits associated
with the firm's pre-tax losses.  The third quarter effective tax
rate was 37.9%, compared with 34.6% for the third quarter of 2007.
The increase in the effective tax rate reflected changes in the
firm˙s geographic mix of earnings.

                 Capital and Liquidity Management

The firm's excess liquidity pool ended the quarter at
approximately $77.0 billion, well in excess of total debt maturing
over the next twelve months.

Merrill Lynch's active management of equity capital during the
2008 third quarter included a number of transactions, including
the previously disclosed $9.8 billion common stock offering and
sale of a 20% stake in Bloomberg L.P. resulting in a pre-tax gain
of $4.3 billion.

As previously disclosed, concurrent with the $9.8 billion common
stock offering, holders of $4.9 billion of the $6.6 billion of the
mandatory convertible preferred stock agreed to exchange their
preferred stock for approximately 177 million shares of common
stock, plus $65.0 million in cash.  Holders of the remaining
$1.7 billion of mandatory convertible preferred stock agreed to
exchange their preferred stock for new mandatory convertible
preferred stock.  The price reset feature for all securities
exchanged was eliminated.  In connection with the elimination of
the price reset feature of the $6.6 billion of preferred stock,
Merrill Lynch recorded additional preferred dividends of
$2.1 billion in the third quarter of 2008.

In light of the pending transaction with Bank of America, Merrill
Lynch is no longer pursuing the proposed sale of Financial Data
Services, Inc. (FDS).  As a result, all of Merrill Lynch's equity
capital and related figures do not include any impact of the
firm's previously contemplated sale of a controlling interest in
FDS.

At the end of the third quarter of 2008, estimated book value per
share was $18.59, down from $21.43 at the end of the second
quarter.  Adjusting for the company's $1.7 billion mandatory
convertible preferred offering on an "if-converted" basis, Merrill
Lynch's adjusted book value per share was $18.90 at the end of the
third quarter of 2008.

Subsequent to the third quarter, and as part of Bank of America's
$25.0 billion participation in the TARP Capital Purchase Program,
Merrill Lynch agreed and expects to issue $10.0 billion of non-
voting preferred stock and related warrants to the U.S. Treasury
pursuant to the program.

                             Staffing

Merrill Lynch's full-time employees totaled 60,900 at the end of
the third quarter of 2008, reduced by approximately 3,300
employees since the prior-year period, largely due to headcount
reduction initiatives in the U.S., within GMI and support areas.

A copy of the preliminary unaudited earnings summary,  
reconciliation of "Non-GAAP" measures and segment data for the
three- and nine-month periods ended Sept. 26, 2008, and
supplemental quarterly data, is available for free at:

               http://researcharchives.com/t/s?3406

                       About Merrill Lynch

Headquartered in New York City, Merrill Lynch & Co. Inc.
-- http://www.ml.com/-- is one of the world's leading wealth  
management, capital markets and advisory companies with offices in
40 countries and territories and total client assets of
approximately $1.5 trillion.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1.0 trillion in assets under
management.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 16, 2008,
Moody's Investors Service placed on review for possible upgrade
all long-term ratings of Merrill Lynch (senior at A2) and its
subsidiaries.  The Prime-1 short-term ratings of Merrill Lynch and
its guaranteed subsidiaries were affirmed.

The rating action follows the announcement that Merrill Lynch will
be acquired by Bank of America Corporation, rated Aa2 for senior
debt (on review for downgrade) in an all-stock transaction valued
at approximately $50.0 billion.  The transaction is expected to
close early in the first quarter of 2009.  The review will focus
on the ultimate legal and regulatory structure for Bank of America
Corporation and the nature of support for each rated Merrill Lynch
entity.

The company has reported five consecutive quarters of net losses
beginning the third quarter of 2007.


MGM MIRAGE: Tender Offer to Exchange Stock Options Expires
----------------------------------------------------------
MGM Mirage disclosed in a Securities and Exchange Commission
filing that the tender offer to exchange certain stock options to
purchase shares of its common stock, par value $0.01 per share,
and stock appreciation rights that are settled in shares of common
stock expired at 5:00 p.m. Pacific Daylight Time on Oct. 13, 2008.

Pursuant to the offer, the company accepted for exchange and
cancelled 4,234,900 Eligible Awards, representing approximately
89.21% of the Eligible Awards.  Subject to the terms and
conditions of the Offer, MGM MIRAGE granted 699,660 RSUs in
exchange for the Eligible Awards accepted and cancelled, including
66,656 RSUs granted to MGM MIRAGE executive officers.

                      About MGM Mirage

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It    
owns and operates 17 properties located in Nevada, Mississippi
and Michigan, and has investments in three other properties in
Nevada, New Jersey and Illinois.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2008,
Tamara Audi at The Wall Street Journal reports that MGM Mirage
needs to raise about $1.2 billion to complete the financing of its
CityCenter project in Las Vegas.

As reported in the Troubled Company Reporter on Oct. 7, 2008, MGM
Mirage said that CityCenter, its joint development project with
Dubai World, completed the first phase of its $3.0 billion
financing package by securing a $1.8 billion senior bank credit
facility.  The facility matures in April 2013 and is expected to
be increased to a total amount of $3.0 billion as additional
commitments are received.  CityCenter has received additional
signed commitment letters totaling in excess of $500 million,
which commitments are expected to be added to the facility once
completed.  MGM Mirage and Dubai World continue to work with
additional lenders and will seek the remaining commitment amounts
through a syndication process beginning on Oct. 7, 2008.  The
gross project budget consists of $9.3 billion of construction
costs (including capitalized interest), $1.7 billion of land, $0.2
billion of preopening expenses, and $0.1 billion of intangible
assets.  CityCenter is scheduled to be completed in December 2009.

According to WSJ, MGM Mirage is working to secure 41.2 billion in
financing to round out the $3 billion needed to complete the
project.  Jim Murren, MGM Mirage's chief operating officer and
president, said that he hopes to have the remaining funds
committed by Oct. 31, WSJ says.

As reported in the Troubled Company Reporter on Sept. 5, 2008,
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas-based MGM MIRAGE to negative from stable.  Ratings on
the company, including the 'BB' corporate credit rating, were
affirmed.

As reported in the Troubled Company Reporter on Aug. 12, 2008,
Fitch Ratings has affirmed MGM MIRAGE's ratings and revised its
Outlook to Negative from Stable as: Issuer Default Rating 'BB';
Senior credit facility 'BB'; Senior notes 'BB'; and Senior
subordinated notes 'B+'.


MICHAELS STORES: $120MM Credit Facility Won't Affect S&P's Rating
-----------------------------------------------------------------
Standard & Poor's said that Irving, Texas-based Michaels Stores
Inc.'s (B-/Stable/--) announcement that it drew $120 million from
its secured asset-based revolving credit facility on Sept. 19,
2008, has no immediate impact on the company's ratings or outlook.  
The company said that it took the measure so that it would have
adequate liquidity while there are disruptions in the debt markets
and would use the proceeds to fund seasonal working capital needs
and make semiannual interest payments on its unsecured and
subordinated notes.

A future downgrade or negative outlook revision would focus on the
company's liquidity, which S&P still feel is adequate in the near
term.  As of Oct. 14, 2008, Michaels had $515 million of unused
availability on its revolver.

S&P also note that the effective interest rate on Michaels'
variable-rate debt will not increase to the magnitude of recent
LIBOR increases because the company can elect to pay a bank prime
rate plus an applicable margin on both its revolver and term loan.  


MICROMET INC: Index Venture Discloses 6% Equity Stake
-----------------------------------------------------
Index Venture Growth Associates I Limited disclosed in a
Securities and Exchange Commission filing that it may be deemed to
beneficially own 3,043,530 shares of Micromet Inc.'s common stock,
representing 6% of the shares issued and outstanding.

Index Venture Associates IV Limited disclosed that it may be
deemed to beneficially own 1,517,177 shares of Micromet's common
stock, representing 3% of the shares issued and outstanding.

Yucca Partners L.P. Jersey Branch disclosed that it may be deemed
to beneficially own 27,529 shares -- including shares issuable
upon exercise of warrants -- of Micromet's common stock,
representing less than 0.01% of the shares issued and outstanding.

                       About Micromet Inc.

Micromet Inc. (Nasdaq: MITI) -- http://www.micromet-inc.com/-- is    
a biopharmaceutical company developing novel, proprietary
antibodies for the treatment of cancer, inflammation and
autoimmune diseases.  Four of its antibodies are currently in
clinical trials, while the remainder of the product pipeline is in
preclinical development.

                       Going Concern Doubt

The company disclosed in its Form 10-Q for the second quarter of
2008, that as of June 30, 2008, it had an accumulated deficit of
$179.4 million, and that it expects to continue to incur
substantial, and possibly increasing, operating losses for the
next several years.  These conditions create substantial doubt
about our ability to continue as a going concern.

The company is continuing its efforts in research and development,
preclinical studies and clinical trials of its product candidates.
These efforts, and obtaining requisite regulatory approval prior
to commercialization, will require substantial expenditures.  Once
requisite regulatory approval has been obtained, substantial
additional financing will be required to manufacture, market and
distribute its products in order to achieve a level of revenues
adequate to support its cost structure.  

Management believes it has sufficient resources to fund its
required expenditures into the second quarter of 2009, without
considering any potential milestone payments that it may receive
under current or future collaborations, or any future capital
raising transactions or drawdowns from the committed equity
financing facility (CEFF) with Kingsbridge Capital Limited.  

At June 30, 2008, the company's consolidated balance sheet showed
$48.3 million in total assets, $36.3 million in total liabilities,
and $12.0 million in total stockholders' equity.


MORGAN STANLEY: S&P Chips $3.5MM Class A-14 Notes Rating to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Morgan
Stanley ACES SPC's series 2006-8 $3.5 million class A-14 secured
fixed-rate notes to 'B' from 'B+' and placed it on CreditWatch
with negative implications.

The rating action reflects the Oct. 9, 2008, lowering of the
ratings on American Axle & Manufacturing Holdings Inc. and its
placement on CreditWatch with negative implications.

Morgan Stanley ACES SPC's series 2006-8 is a credit-linked note
transaction. The rating on each class of notes is based on the
lowest of (i) the rating on the respective reference obligations
for each class (with respect to class A-14, the senior unsecured
notes issued by American Axle & Manufacturing Inc. {'B/Watch
Neg'}); (ii) the rating on the guarantor of the counterparty to
the credit default swap, the interest rate swap, and the
contingent forward agreement, Morgan Stanley (A+/Negative/A-1);
and (iii) the rating on the underlying securities, the class A
certificates issued by BA Master Credit Card Trust II's series
2001-B due 2013 ('AAA').


MORGAN STANLEY: Fitch Affirms Low-B Ratings on Three Class Certs.
-----------------------------------------------------------------
Fitch Ratings affirmed and assigned Outlooks to Morgan Stanley
Capital 1 Trust series 2007-IQ16 commercial mortgage pass-through
certificates as:

  -- $48.4 million class A-1 at 'AAA'; Outlook Stable;
  -- $314.2 million class A-1A at 'AAA'; Outlook Stable;
  -- $91.1 million class A-2 at 'AAA'; Outlook Stable;
  -- $83 million class A-3 at 'AAA'; Outlook Stable;
  -- $1,276.6 million class A-4 at 'AAA'; Outlook Stable;
  -- $194.7 billion class A-M at 'AAA'; Outlook Stable;
  -- $20 million class A-MFL at 'AAA'; Outlook Stable;
  -- $44.9 million class A-MA at 'AAA'; Outlook Stable;
  -- $131 million class A-J at 'AAA'; Outlook Stable;
  -- $30 million class A-JFL at 'AAA'; Outlook Stable;
  -- $33.7 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;
  -- $19.5 million class B at 'AA+'; Outlook Stable;
  -- $26 million class C at 'AA'; Outlook Stable;
  -- $16.2 million class D at 'AA-'; Outlook Stable;
  -- $38.9 million class E at 'A+'; Outlook Stable;
  -- $13.0 million class F at 'A'; Outlook Stable;
  -- $35.7 million class G at 'A-'; Outlook Stable;
  -- $26 million class H at 'BBB+'; Outlook Stable;
  -- $26 million class J at 'BBB'; Outlook Stable;
  -- $32.4 million class K at 'BBB-'; Outlook Stable;
  -- $9.7 million class L at 'BB+'; Outlook Stable;
  -- $9.7 million class M at 'BB'; Outlook Stable;
  -- $9.7 million class N at 'BB-'; Outlook Stable.

Fitch does not rate the following classes: $16.2 million class 0,
$6.5 million class P, $9.7 million class Q and $29.2 million 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 pool's certificate
balance has decreased 0.08% to $2.591 billion from $2.595 billion
at issuance. 38 loans (40.4%) are interest-only and there are no
near-term maturities.

The largest loan, West Town Mall (8.12% of the pool), is
collateralized by a 1.3 million square foot regional mall located
in Knoxville, Tennessee.  The servicer-reported debt service
coverage ratio and occupancy for year-end 2007 was 1.38 times and
96.7%, respectively.  The second largest loan, 60 Wall Street
(4.82% of the pool), is an office tower located in Manhattan's
financial district.  The property is 100% leased to Deutsche Bank
through 2022.  The servicer-reported DSCR for YE2007 was 2.10x.

Easton Town Center (4.24% of the pool), the third largest loan in
the pool, and The Ferrell Duncan Building (0.28% of the pool)
maintain investment-grade shadow ratings.  Easton Town Center is
collateralized by a 1.75 million sf regional mall located in
Columbus, Ohio.  The servicer-reported DSCR and occupancy for the
center were 1.72x and 93.0% at June 30, 2008.  The Ferrell Duncan
building is a medical clinic in Springfield, Missouri, that is
99.5% leased to Cox Health Systems.  The servicer-reported DSCR
was 2.4x as of June 2008.

Fitch identified 4 loans of concern (0.61% of the pool).  There
were no specially serviced loans.


MOTOR COACH: Wins Permission to Obtain $315 Million Loan
--------------------------------------------------------
Steven Church of Bloomberg News reports that the U.S. Bankruptcy
Court for the District of Delaware approved on Oct. 17, 2008, the
request of Motor Coach Industries International, Inc., and its
debtor-affiliates to borrow as much as $315 million over
objections of creditors who say the loan will guarantee they
aren't repaid.

                        Foreclosure Right

The loan, according to the report, would give General Electric
Capital Corp. and the other lenders the right to foreclose on the
Debtors' assets should they fail to exit bankruptcy by February
2009, creditor attorney Robert Stark, Esq., said in court
according to the report.  Unsecured creditors will oppose the
reorganization plan, according to the report, because it leaves
them nothing while turning the Debtors over to lenders, including
Franklin Mutual Advisors LLC, Mr. Stark said.

The Court also authorized the Debtors to pay fees related to a so-
called stock backstop agreement that would help fund their exit
from bankruptcy, according to the report.

Under the deal, Franklin Mutual would guarantee that $160 million
worth of stock would be sold in the reorganized Debtors, according
to the report.  The stock transaction, the bankruptcy loan
approved today and a related a court-sanctioned auction of the
Debtors' assets should raise enough money to pay off more than
$500 million in notes and loans, according to the report.

The fees include a $2.5 million break-up fee should another
company outbid Franklin Mutual at the auction, according to the
report.  Franklin has offered the $160 million backstop guarantee
and has agreed to trade its $220.7 million in notes for equity in
the reorganized company, according to the report.

Under the loan agreement, the Debtors must win final approval for
a reorganization plan by early next year, according to the report.

Wilmington, Delaware-based Motor Coach Industries International,
Inc.-- http://www.mcicoach.com/-- and its subsidiaries     
manufacture intercity coaches for the tour, charter, line-haul,
scheduled service, and commuter transit sectors in the U.S. and
Canada.  They also operate seven sales centers and nine service
centers in the U.S. and Canada and is the industry's supplier of
aftermarket parts for most makes and models.

The Company and its debtor-affiliates filed for separate Chapter
bankrupty protection with the United States Bankruptcy Court for
the District of Delaware on September 15, 2008 (Lead Case No. 08-
12136), to implement a pre-negotiated restructuring plan to be
funded by Franklin Mutual Advisors, LLC and certain of its
affiliates.  The Company's Canadian operations are not included in
the filing.

Kenneth S. Ziman, Esq., and Elisha D. Graff, Esq., at Simpson
Thacher & Bartlett LLP, in New York; and Jason M. Madron, Esq.,
and Lee E. Kaufman, Esq., at Richards Layton & Finger, P.A., in
Wilmington, Delaware, represent the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  Rothschild Inc. and AlixPartners LLP also provide
restructuring advice.  At the time of filing, the Debtors listed
assets of between $500,000,000 and $1,000,000,000 and liabilities
of between $100,000,000 and $500,000,000.


MOTOR COACH: Canadian Unit Lays Off 21 Workers
----------------------------------------------
Scott Gibbons at Winnipeg (Canada) Free Press reports that Motor
Coach Industries International, Inc.'s unit in Canada has laid off
about 21 workers.

According to Winnipeg Free Press, Motor Coach gave those salaried
workers severance packages after the reorganization of the
operational area of the Winnipeg center.

The layoff isn't related to the bankruptcy of Motor Coach's U.S.
parent, Winnipeg Free Press states, citing company spokesperson
Rich Tauberman.

Winnipeg Free Press reports that the Canadian unit laid off about
181 workers in Feburary to cope with declining demand in the U.S.  
The unit has about 1,300 employees.

Wilmington, Delaware-based Motor Coach Industries International,
Inc. -- http://www.mcicoach.com/-- and its subsidiaries  
manufacture intercity coaches for the tour, charter, line-haul,
scheduled service, and commuter transit sectors in the U.S. and
Canada.  They also operate seven sales centers and nine service
centers in the U.S. and Canada and is the industry's supplier of
aftermarket parts for most makes and models.

The Company and its debtor-affiliates filed for separate Chapter
bankrupty protection with the United States Bankruptcy Court for
the District of Delaware on September 15, 2008 (Lead Case No.
08-12136), to implement a pre-negotiated restructuring plan to be
funded by Franklin Mutual Advisors, LLC and certain of its
affiliates.  The Company's Canadian operations are not included in
the filing.

Kenneth S. Ziman, Esq., and Elisha D. Graff, Esq., at Simpson
Thacher & Bartlett LLP, in New York; and Jason M. Madron, Esq.,
and Lee E. Kaufman, Esq., at Richards Layton & Finger, P.A., in
Wilmington, Delaware, represent the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  Rothschild, Inc. and AlixPartners LLP also provide
restructuring advice.  At the time of filing, the Debtors listed
assets of between $500,000,000 and $1,000,000,000 and liabilities
of between $100,000,000 and $500,000,000.


MXENERGY HOLDINGS: S&P Holds 'CCC+' Senior Unsecured Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed MXEnergy Holdings
Inc.'s 'B' corporate credit rating and 'CCC+' senior unsecured
rating.  The outlook remains negative.  As of June 30, 2008, the
Stamford, Connecticut-based natural gas and electric power
provider had $163 million of debt.

The affirmation reflects MXEnergy's year-end results which were
slightly above the projections S&P reviewed in May when it revised
the company's outlook to negative.  Adjusted EBITDA for the year
ended June 2008 was, however, still significantly lower than in
fiscal 2007 due to reduced natural gas profits and volumes, and
higher operating costs experienced mainly in the third quarter.    
The company also entered into a new $255 million revolving credit
facility due July 31, 2009, which replaced the prior facility of
$280 million due December 2008.  The facility does, however, come
at a higher interest rate and its smaller size could create a
liquidity strain if gas prices substantially increase this winter
heating season from projected levels.


NATIONAL AMUSEMENTS: In Talks With Lenders After Selling Shares
---------------------------------------------------------------
Merissa Marr at The Wall Street Journal reports that Sumner
Redstone's National Amusements Inc. said it is negotiating with
its lenders and has created a special committee to conduct those
talks.

Los Angeles Times relates that National Amusements said that it
sold about $233 million worth of stock in Viacom Inc. and CBS
Corp. to raise cash to comply with debt covenants.  WSJ relates
that Mr. Redstone planned to sell $400 million, or 20% of his
family's of nonvoting stock in Viacom and CBS.  Los Angeles Times
reports that National Amusements said that it had completed the
sale of 17 million of CBS Class B shares and seven million of
Viacom Class B shares, and that it had no plans to sell additional
shares.  The Redstone family will keep its control in Viacom and
CBS through voting stock, WSJ states.  

According to Los Angeles Times, National Amusement has
$1.6 billion in debt.  Citing people familiar with the situation,
WSJ relates that the $1.6 billion of debt was a combination of
debt taken on to:

     -- acquire Viacom,

     -- expansion of the movie theater chain,

     -- Mr. Redstone's acquisition of stock in videogame
        company Midway Games Inc., and

     -- the $240 million settlement of a case to buy out Mr.
        Redstone's son Brent from the holding company.

WSJ reports that National Amusements specified the debt as
unsecured.  National Amusements, the report says, may be trying to
pacify investors that its banks don't have the right to directly
seize its Viacom and CBS holdings as they might if they were
collateral.

WSJ relates that CBS and Viacom also revealed worsening outlooks
that underline increasing advertising pressure on TV companies.  
WSJ states that CBS disclosed a $14 billion noncash impairment
charge to adjust in large part for the dropping value of its local
television and radio stations.  The company, along with Viacom,
also cut their 2008 profit outlooks as advertising sales decline,
the report says.

WSJ reports that the Redstone family's interest in Viacom and CBS
are worth about $1.9 billion and is one of the biggest assets in
National Amusements, the family's privately held holding company.  
National Amusements holds 23.4 million Viacom Class B nonvoting
shares and 39.8 million CBS Class B nonvoting shares.  National
Amusements controls Viacom through its holding of 46.8 million
Class A voting shares and CBS through its holding 46.8 million
Class A voting shares.

National Amusements said that, as part of the $400 million sale,
it would sell nonvoting stock and that it would sell an equal
dollar amount of shares in Viacom and CBS, WSJ reports.

According to WSJ, investors have asked for more information about
Mr. Redstone's finances after learning the extent of National
Amusements' debt and that it was linked to the performance of
Viacom and CBS stock, fearing that Mr. Redstone may have to sell
more stock if share prices continue to drop.

WSJ reports that National Amusements said on Friday that its
management "is engaged in constructive discussions with its bank
group and noteholders regarding a covenant issue under National
Amusement's debt, which is unsecured," and that it appointed a
committee of directors to oversee the talks that excludes Philippe
Dauman, who is chief executive of Viacom, and Mr. Redstone,
executive chairman of Viacom and CBS.  The report states that the
committee comprises:

     -- Mr. Redstone's daughter Shari, who runs the family's
        movie theater chain;

     -- George Abrams, who also sits on Viacom's board; and

     -- Mr. Redstone's attorney, David Andelman, who sits on
        CBS's board.

National Amusements hired Citigroup Inc. and Rothschild as
financial advisers, WSJ states.

                         About CBS Corp.

New York-based CBS Corporation -- http://www.cbscorporation.com/
-- is a mass media company with operations in Television, Radio,
Outdoor and Publishing segments.  The Television segment consists
of CBS Television, which includes CBS Television Network, CBS
Paramount Network Television and CBS Television Distribution,
Showtime Networks and CSTV College Sports Television.  The Radio
segment owns and operates 140 radio stations in 30 United States
markets through CBS Radio.  The Outdoor segment displays
advertising on media, including billboards, transit shelters,
buses, rail systems (in-car, station platforms and terminals),
mall kiosks and stadium signage through CBS Outdoor, and in retail
stores through CBS Outernet.  The Publishing segment consists of
Simon & Schuster, which publishes and distributes consumer books
under imprints, such as Simon & Schuster, Pocket Books, Scribner
and Free Press.  

                          About Viacom

Viacom Inc. is an entertainment content company. The Company
operates through two reporting segments: Media Networks, which
includes MTV Networks and BET Networks , and Filmed Entertainment.  
The company is based in New York.

                  About National Amusements, Inc.

National Amusements, Inc., North America's sixth largest theatre
operator is a closely held corporation, that operates more than
1,425 motion picture screens in the U.S., the U.K., Latin America,
is an equal partner in the online ticketing service,
MovieTickets.com and the parent company of Viacom. Viacom is a
leading global media company, with preeminent positions in
broadcast and cable television, radio, outdoor advertising and
online.  With programming that appeals to audiences in every
demographic category across virtually all media, the company is a
leader in the creation, promotion and distribution of
entertainment, news, sports, music and comedy. Viacom's well-known
brands include CBS, MTV, Nickelodeon, VH1, BET, Paramount
Pictures, Viacom Outdoor, Infinity, UPN, Spike TV, TV Land, CMT:
Country Music Television, Comedy Central, Showtime, Blockbuster,
and Simon & Schuster.


NOMURA ASSET: Moody's Chips Ratings on 83 Tranches from 16 Loans
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 83
tranches from 16 Alt-A transactions issued by Nomura.  The
collateral backing these transactions consists primarily of first-
lien, fixed and adjustable-rate, Alt-A mortgage loans.

Ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  
Also, for certain seasoned deals, step-down, or the possibility
thereof, is likely to cause further erosion of credit support from
subordination.

Moody's Investors Service has also published the underlying rating
on one insured note as identified below, and has taken action on
it accordingly.  The underlying ratings reflect the intrinsic
credit quality of the notes in the absence of the guarantee.  The
ratings on securities that are guaranteed or "wrapped" by a
financial guarantor is the higher of a) the rating of the
guarantor or b) the published underlying rating.  The current
ratings on the below notes are consistent with Moody's practice of
rating insured securities at the higher of the guarantor's
insurance financial strength rating and any underlying rating that
is public.

The actions described below are a result of Moody's on-going
review process.

Complete rating actions are :

Issuer: Nomura Asset Acceptance Corporation Alternative Loan
Trust, Series 2005-AP2

  -- Cl. A-2, Downgraded to A3 from Aaa
  -- Cl. A-3, Downgraded to Baa3 from Aaa
  -- Cl. A-4, Downgraded to Baa3 from Aaa
  -- Cl. A-5, Downgraded to Baa3 from Aaa
  -- Cl. A-IO, Downgraded to A3 from Aaa
  -- Cl. M-1, Downgraded to Caa2 from Aa2
  -- Cl. M-2, Downgraded to Ca from A2
  -- Cl. M-3, Downgraded to C from Baa2

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2004-AP1

  -- Cl. M-1, Downgraded to Aa3 from Aa2
  -- Cl. M-2, Downgraded to Baa3 from A2
  -- Cl. M-3, Downgraded to B3 from Baa2

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2004-AP2

  -- Cl. A-5, Downgraded to Aa1 from Aaa
  -- Cl. A-6, Downgraded to Aa1 from Aaa
  -- Cl. M-1, Downgraded to A1 from Aa2
  -- Cl. M-2, Downgraded to Baa2 from A2
  -- Cl. M-3, Downgraded to B3 from Baa2

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2004-AP3

  -- Cl. A-5A, Downgraded to Aa2 from Aaa
  -- Cl. A-5B, Downgraded to Aa2 from Aaa
  -- Cl. A-6, Downgraded to Aa2 from Aaa

Financial Guarantor: Ambac Assurance Corporation (Aa3 on review
for possible downgrade)

  -- Underlying Rating: Aa2
  -- Cl. M-1, Downgraded to A3 from A2
  -- Cl. M-2, Downgraded to B2 from Ba1
  -- Cl. M-3, Downgraded to C from Caa2

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2004-AR1

  -- Cl. C-B-2, Downgraded to Baa1 from A3
  -- Cl. C-B-3, Downgraded to B1 from Baa3
  -- Cl. V-M-1, Downgraded to Baa1 from Aa2
  -- Cl. V-M-2, Downgraded to B2 from A1

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2004-AR2

  -- Cl. M-2, Downgraded to A2 from A1
  -- Cl. M-3, Downgraded to B1 from A3
  -- Cl. M-4, Downgraded to Ca from Baa1

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2004-AR3

  -- Cl. M-1, Downgraded to Aa3 from Aa2
  -- Cl. M-3, Downgraded to Ca from A3
  -- Cl. M-2, Downgraded to Ba2 from A1
  -- Cl. M-4, Downgraded to C from Baa1

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2004-AR4

  -- Cl. M-2, Downgraded to A3 from A1
  -- Cl. M-3, Downgraded to Caa1 from A3
  -- Cl. M-4, Downgraded to C from Baa1
  -- Cl. M-5, Downgraded to C from Baa2

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2005-AP1

  -- Cl. II-A-2, Downgraded to Aa1 from Aaa
  -- Cl. II-A-3, Downgraded to Aa1 from Aaa
  -- Cl. II-A-4, Downgraded to Aa1 from Aaa
  -- Cl. II-A-5, Downgraded to Aa1 from Aaa
  -- Cl. II-A-IO, Downgraded to Aa1 from Aaa
  -- Cl. I-A-1, Downgraded to A1 from Aaa
  -- Cl. I-B-1, Downgraded to Ba3 from Aa3
  -- Cl. I-B-2, Downgraded to Ca from A3
  -- Cl. I-B-3, Downgraded to C from Baa3
  -- Cl. II-M-1, Downgraded to A2 from Aa2
  -- Cl. II-M-2, Downgraded to Ba1 from A2

  -- Cl. II-M-3, Downgraded to Caa2 from Baa2

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2005-AR1

  -- Cl. M-1, Downgraded to A1 from Aa2
  -- Cl. M-2, Downgraded to Ba1 from Aa3
  -- Cl. M-3, Downgraded to Caa2 from A2
  -- Cl. M-4, Downgraded to Ca from A3
  -- Cl. M-5, Downgraded to C from Baa2

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2005-AR2

  -- Cl. M-1, Downgraded to Baa1 from Aa2
  -- Cl. M-2, Downgraded to Caa2 from A1
  -- Cl. M-3, Downgraded to Ca from A3
  -- Cl. M-4, Downgraded to C from Baa1
  -- Cl. M-5, Downgraded to C from Baa2

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2005-AR3

  -- Cl. I-A-1, Downgraded to Aa3 from Aaa
  -- Cl. I-A-2, Downgraded to Baa2 from Aaa
  -- Cl. II-A, Downgraded to Aa2 from Aaa
  -- Cl. M-1, Downgraded to Caa1 from Aa2
  -- Cl. M-2, Downgraded to Ca from A1
  -- Cl. M-3, Downgraded to C from A3
  -- Cl. M-4, Downgraded to C from Baa1
  -- Cl. M-5, Downgraded to C from Baa3

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2005-AR4

  -- Cl. V-A-1, Downgraded to Aa1 from Aaa
  -- Cl. V-A-2, Downgraded to Aa2 from Aaa
  -- Cl. V-A-3, Downgraded to Aa2 from Aaa
  -- Cl. M-1, Downgraded to Caa3 from B3
  -- Cl. M-2, Downgraded to C from B3
  -- Cl. M-3, Downgraded to C from Caa1
  -- Cl. M-4, Downgraded to C from Caa2

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2005-AR5

  -- Cl. M-1, Downgraded to B3 from B2
  -- Cl. M-2, Downgraded to C from B3
  -- Cl. M-3, Downgraded to C from Caa1
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa3

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2005-WF1

  -- Cl. M-1, Downgraded to A1 from Aa2
  -- Cl. M-2, Downgraded to Ba1 from A2
  -- Cl. M-3, Downgraded to Caa3 from Baa2

Issuer: Nomura Asset Acceptance Corporation, Aternative Loan
Trust, Series 2003-A2

  -- Cl. B6, Downgraded to Caa1 from B2


NORD RESOURCES: Wants Shares Deregistered After Warrants Expire
---------------------------------------------------------------
Nord Resources Corporation filed with the Securities and Exchange
Commission a post-effective amendment to its Registration
Statement, File No. 333-146813, pertaining to the resale of
55,589,705 shares of its common stock, at $0.01 par value.

The company is requesting the deregistration of 250,000 shares of
common stock, at $0.01 par value, that were issuable upon the
exercise of 250,000 common stock purchase warrants.

The warrants were issued to Auramet Trading, LLC in connection
with a $1,000,000 loan advanced to the company on May 31, 2006,
and added to the principal amount of a $3,900,000 secured bridge
loan made by Nedbank Limited dated Nov. 8, 2005. The warrants
expired on 5:00 p.m. (Central time) on May 31, 2008.  As a result
of the expiration of the warrants, the warrant shares are no
longer available.

The company also filed Post-Effective Amendment No. 1 to update
certain financial and other information contained in the
prospectus in accordance with the Securities Act of 1933.

A copy of the amendment to the company's Registration Statement on
Form SB-2 is available for free at:

               http://ResearchArchives.com/t/s?33f1

                      About Nord Resources

Based in Tucson, Arizona, Nord Resources Corporation (Pink Sheets:
NRDS) -- http://www.nordresources.com/-- is an emerging copper
producer, which controls a 100% interest in the Johnson Camp SX-EW
copper project in Arizona.  Nord's near term objective is to
resume mining and leaching operations at the Johnson Camp mine,
which has been on care and maintenance status since August 2003.
Nord has decided to proceed with its mine plan bases on an updated
feasibility study that was completed in October 2005, subject to
raising sufficient financing.

                       Going Concern Doubt

On March 26, 2008, Mayer Hoffman McCann PC, in Denver, Colorado,
expressed substantial doubt about Nord Resources Corporation's
ability to continue as a going concern after auditing the
company's consolidated financial statements as of the years ended
Dec. 31, 2007, and 2006.  The auditing firm company reported that
the company incurred a net loss of $2.5 million and $6.2 million
during the years ended Dec. 31, 2007, and 2006.  

The company's continuation as a going concern is dependent upon
its ability to generate sufficient cash flow to meet the company's
obligations on a timely basis, to produce copper at a level where
it can become profitable, to pay off existing debt and provide
sufficient funds for general corporate purposes.

                 Liquidity and Financial Resources

Nord Resources Corporation's balance sheet at March 31, 2008,
showed total assets of $29.2 million and total liabilities of
$32.3 million, resulting in a shareholders' deficit of roughly
$3.1 million.

The company's cash flows from operating activities during the
three months ended March 31, 2008, and 2007 were negative $532,132
and negative $114,079.


NORTHAMPTON GENERATING: S&P Cuts $153MM Revenue Bonds Rating to B-
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
Northampton Generating Co. L.P.'s Series 1994A $153 million
resource recovery revenue bonds due 2019 to 'B-' from 'B'.  S&P
removed the rating from CreditWatch, where S&P placed it with
negative implications on Sept. 3, 2008.  The outlook is negative.

The downgrade reflects heightened concern regarding the project's
financial profile given key operational challenges, namely
increases in pet coke prices, as well as higher diesel prices that
adversely affect the project's fuel site operations and transport
costs.

The bonds were issued by the Pennsylvania Economic Development
Financing Authority on behalf of the project.  Northampton is a
110-megawatt anthracite waste coal-fired power plant in
Northampton, Pennsylvania Electricity is provided to Metropolitan
Edison Co. (BBB/Stable/--) under a 25-year, energy-only power
purchase agreement (PPA) through 2020.  

"We could lower the rating further if fuel costs increase and/or
in our view the possibility of an economically viable refinancing
becomes more remote or the expectation of default on the senior
bonds is more certain," said Standard & Poor's credit analyst
Trevor D'Olier-Lees.

Prospects for an upgrade or outlook revision to stable in the near
term are unlikely, given the financial vulnerability, albeit a
significant reduction of about 35% to 40% in fuel costs would
improve coverage to break-even levels.


NOVA SCOTIA CO: Moody's Cuts ID and Facility Ratings; Outlook Neg.
------------------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
probability of default ratings of 3217920 Nova Scotia Company (a
subsidiary of Alliance Films Holdings Inc., and affiliate of
Alliance Films Inc., referred to as Alliance Films, formerly known
as Motion Picture Distribution Finance Company) to Caa2 from Caa1
and instrument ratings as shown below.  This action concludes the
review commenced April 24, 2008, and reflects concern over the
sustainability of the company's capital structure.  The outlook is
negative.

Alliance Films achieved compliance with the revolver's leverage
covenant as of June 30, 2008, with the infusion of C$40 million
from its two equity sponsors, and Moody's expects that the company
will remain in compliance with its financial covenants over the
next year.  However, absent a material improvement in operating
performance, renegotiation of bank covenants, or an incremental
equity contribution, compliance on June 30, 2009 will challenge
the company, in Moody's view.

In addition, the company has drawn all of its C$50 million
revolver so is reliant on its cash for liquidity needs.  As of
June 30, 2008, prior to the C$40 million cash equity injection,
cash was C$31 million.  Even after recognizing that management has
demonstrated some success in expanding its pipeline of film
content, cash flow visibility remains limited given uncertainty
around the timing and success of these films.  In total, the
uncertainty surrounding cash flow when combined with limited
liquidity and high leverage raises the expected loss to a level
more in line with the Caa2 corporate family rating.

A summary of action follows.

3217920 Nova Scotia Company

  -- Corporate Family Rating, Downgraded to Caa2 from Caa1
  -- Probability of Default Rating, Downgraded to Caa2 from Caa1
  -- Senior Secured First Lien Bank Credit Facility, Downgraded to
     B3, LGD2, 26% from B2

  -- Senior Secured Second Lien Bank Credit Facility, Downgraded
     to Caa3, LGD4, 69% from Caa2

  -- Outlook, Changed To Negative From Rating Under Review

Alliance Films' Caa2 corporate family rating reflects high
leverage, weak liquidity and risk associated with film quality and
contract renewal.  Furthermore, the business model requires front-
end payments to secure content, which in turn has an unpredictable
future revenue stream.  This lack of visibility and requirement
for minimum guarantee payments necessitates robust liquidity, and
the company's limited liquidity constrains the ratings.  Alliance
Films' valuable library of titles as well as considerable scale
and market share in the Canadian distribution market support the
ratings.

Headquartered in Montreal, Quebec, Alliance Films Holdings Inc.,
is the largest independent distributor of motion pictures in
Canada, with additional operations in the United Kingdom through
its Momentum subsidiary and in Spain through its Aurum subsidiary.  
Goldman Sachs Capital Partners and Societe generale de financement
du Quebec own the company.


OMNOVA SOLUTIONS: S&P Cuts Ratings to 'B' on Declining Financial
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on OMNOVA Solutions Inc. to 'B' from 'B+'.  The outlook is
negative.

At the same time, S&P lowered the issue-level rating on the
company's $150 million senior secured term loan to 'B' from 'B+'.   
The recovery rating on the term loan is unchanged at '3', which
indicates S&P's expectation of meaningful recovery in the event of
a payment default.  

"The downgrades reflect OMNOVA's continued declining financial
performance and our expectation that the current difficult
operating environment is likely to further delay a material
improvement in the company's financial profile," said Standard &
Poor's credit analyst Henry Fukuchi.

Despite significant price increases earlier this year,
profitability has not met earlier expectations and cash flow has
been hurt by elevated raw material costs and continued weakness in
key end markets as a result of housing, office sector, and weak
economic conditions.  The downgrades also reflect S&P's
expectation of weak economic conditions for the next few quarters,
which could further impair end markets leading to weaker operating
results and further deterioration in the financial profile.  

The rating reflects OMNOVA's vulnerable business position as a
niche provider of emulsion polymers, specialty chemicals, and
decorative products to mature and highly competitive markets.  The
rating also reflects OMNOVA's exposure to volatile raw material
costs, many of which are derived from oil and natural gas, and its
highly aggressive financial profile.  

These attributes are partially offset by competitive business
positions as the No. 1 or No. 2 supplier in each of its key end
markets and moderate product diversification.  OMNOVA generated
approximately $846 million in revenues in the 12 months ended
Aug. 31, 2008.  Also on that date, the company had approximately
$211.5 million of total debt outstanding, including a modest
amount of capitalized operating leases and unfunded postretirement
obligations.


OPEN ENERGY: Reports $4.5 Million Net Loss for August 2008
----------------------------------------------------------
Open Energy Corporation reported $4,561,000 net loss on revenues
of $766,000 for the three months ended Aug. 31, 2008, compared
to $8,989,000 in net loss on revenues of $1,547,000 for the same
period a year ago.

The company's condensed consolidated balance sheet at Aug. 31,
2008, showed $24,778,000 in total assets and $24,854,000 in total
liabilities resulting in a $76,000 stockholders' deficit.

The company's condensed consolidated balance sheet showed strained
liquidity with $8,005,000 in total current assets available to pay
$14,948,000 in total current liabilities.

A full-text copy of the company's regulatory filing is available
for free at http://ResearchArchives.com/t/s?33f9

                        About Open Energy

Based in Solana Beach, Calif., Open Energy Corporation (OTC BB:
OEGY) -- http://www.openenergycorp.com -- a renewable energy     
company, focuses on the development and commercialization of a
portfolio of solar technologies for residential, commercial, and
industrial applications.  The company designs, manufactures, and
distributes building-integrated photovoltaic roofing tiles,
roofing membranes, and architectural photovoltaic glass products
under the SolarSave(R) trade name.

                          *      *      *

As reported in the Troubled Company Reporter on Sept. 24, 2008,
Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego
raised substantial doubt about the ability of Open Energy Corp. to
continue as a going concern after it audited the company's
financial statements for the year ended May 31, 2008.  The
auditing firm pointed to the company's recurring losses from
operations and working capital deficit.

The company posted a net loss of $34,940,000 on net revenues of
$6,940,000 for the year ended May 31, 2008, as compared with a net
loss of $39,550,000 on net revenues of $4,290,000 in the prior
year.


PAINE WEBBER: Fitch Downgrades Class 1B5 Trust Rating to 'B'
------------------------------------------------------------
Fitch Ratings has taken rating actions on Paine Webber Mortgage
Acceptance Trust IV, series 1999-4.  The classes represent a
beneficial ownership interest in separate trust funds.

Paine Webber Mortgage Acceptance Trust IV, series 1999-4

  -- Class 1B1 affirmed at 'AAA';
  -- Class 1B2 affirmed at 'AA-';
  -- Class 1B3 affirmed at 'A-';
  -- Class 1B4 affirmed at 'BBB-';
  -- Class 1B5 downgraded to 'B' from 'BB-'.

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


PARADIGM MEDICAL: June 30 Balance Sheet Upside-down by $3.1 Mil.
----------------------------------------------------------------
Paradigm Medical Industries Inc.'s condensed balance sheet at
June 30, 2008, showed $1,614,000 in total assets and $4,726,000 in
total liabilities resulting in a $3,112,000 stockholders' deficit.

The company's condensed balance sheet also showed strained
liquidity with $1,262,000 in total current assets available to pay
$3,427,000 in total current liabilities.

The company reported $548,000 net loss on sales of $213,000 for
the three months ended June 30, 2008, compared to $52,000 net loss
on sale of $260,000 for the same period a year ago.

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

                        Going Concern Doubt

On May 15, 2008, Chislom, Bierwolf & Nilson LLC expressed
substantial doubt about Paradigm Medical Industries, Inc.'s
ability to continue as a going concern after auditing the
company's financial statement for the fiscal year Dec. 31, 2007.  
The firm reported the the company has a working capital deficit
and suffered recurring operating losses.

                      About Paradigm Medical

Headquartered in Salt Lake City, Paradigm Medical Industries Inc.
(OTC BB: PMED) -- http://www.paradigm-medical.com/-- develops,   
manufactures, and markets diagnostic and surgical equipment for
the ophthalmic market.

The company specializes in powerful, easy-to-use, value-driven
equipment capable of providing the experienced practitioner
exceptional value while being affordable for doctors starting new
practices or opening up satellite offices.


PETTERS COMPANY: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Petters Company, Inc.
        4400 Baker Road
        Minnetonka, MN 55343

Bankruptcy Case No.: 08-45257

Type of Business: The Debtors operate an investing company.
                  See: http://www.pettersgroup.com

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Petters Group Worldwide, LLC                       08-45258
PC Funding LLC                                     08-45326
Thousand Lakes, LLC                                08-45327
SPF Funding, LLC                                   08-45328
PL Ltd, Inc.                                       08-45329
Edge One, LLC                                      08-45330
MGC Finance, Inc., LLC                             08-45331
PAC Funding, LLC                                   08-45371

Chapter 11 Petition Date: October 11, 2008

Court: District of Minnesota (Minneapolis)

Debtors' Counsel: James A. Lodoen, Esq.
                  jlodoen@lindquist.com
                  Lindquist & Vennum P.L.L.P
                  4200 IDS Center
                  80 South Eight Street
                  Minneapolis, MN 55402
                  Tel: (612) 371-3234
                  Fax: (612) 371-3207

Estimated Assets: unstated

Estimated Debts. $500 million to $1 billion

The Debtors' Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Ritchie Special Credit Investments               $111,785,239
c/o Ritchie Capital
801 Warrenville Road, Suite 650
Lisle, IL 605532

Apriven                                          $42,422,875
50D1 Spring Valley Road, Suite 290
Dallas, TX 5244

Yorkville Investment I, LLC                      $34,957,845
c/o Ritchie Capital Mgmnt Ltd.
801 Warrenville Road, Suite 650
Lisle, IL 60532

Vlahos, Michelle                                 $18,800,000
294 Grove Lane E, Suite 113
Wayzata, MN 55391

Opportunity Finance LLC        security          $18,716,621
60 South 6th Street, Ste. 2540 agreement
Minneapolis, MN 55402

Deikel, Theodore                                 $10,000,000

MN Teen Challenge                                $9,320,000
Fidelis Foundation
3189 Fernbrook Lane N.
Plymouth, MN 55447

Ark Discovery II, LP                             $6,949,180
c/o Ritchie Capital Mgmnt Ltd.
801 Warrenville Road, Suite 650
Lisle, IL 60532

Tauton Ventures LP                               $6,500,000
9900 Deerbrook Drive
Chanhassen, MN 55317

Steel Pier Capital Advisors LLC                  $1,750,000

AD Capital LLC                                   $1,200,000
Unit 1006, 10 floor, Block B
Phileo Damansara 1, Jalan 16/11
New York, NY 10022

Calibrax Capital                                 $1,000,000
800 Third Avenue, 9th Floor
New York, NY 10022

Edge Brook, Inc.                                 $1,000,000
294 Grove Lane E, Suite 113
Wayzata, MN 55391


PETTERS AVIATION: CEO Says Airline Staff to Get Back 70% of Wages
-----------------------------------------------------------------
CEO Stan Gadek has restored 70 percent of Sun Country Airlines
employees' wages, which was cut to 50 percent last week, Liz Fedor
of the Minneapolis Star Tribune (Minnesota) reported Wednesday.

"Based upon continued customer support for our business in the
form of new bookings, I am comfortable in taking this action," Mr.
Gadek said in a memorandum to employees.

Tom Petters owns all of the voting stock in Sun Country and was
its chairman.  Mr. Petters is also the founder and former CEO of
Petters Group Worlwide.  On Oct. 8, 2008, a federal court judge
sentenced Mr. Petters to jail on charges on mail and wire fraud,
money laundering and obstruction of justice.  He remains in
federal custody.  On Oct. 14, 2008, Petters Company, Inc. and
Petters Group Worldwide LLC, filed separate petitions for Chapter
11 relief with the U.S. Bankruptcy Court for the District of
Minnesota.  

"I must emphasize that we are still at risk and that I have not
yet brought in new cash to the airline," Mr. Gadek said in his
employee memo.

According to the report, Sun Country will increase its fleet of
Boeing 737s from seven to nine on Nov. 1 in anticipation of
increased customer bookings in the coming winter.

"Many people who fly on Sun Country have flown on us for years and
years" and remain loyal, Sun Country spokeswoman Wendy Williams
Blackshaw said Wednesday.  "I don't think that people
automatically associate us with [Mr.] Petters," she added.  "The
[Sun Country] brand is so strong in the market."

"We've been really clear about the fact that we didn't go into
bankruptcy because our business model is broken," she said. "This
happened because of the situation with [Mr.] Petters."

Petters Aviation LLC, and its debtor-affiliates MN Airlines LLC,
dba. Sun Country Airlines Inc. and MN Airline Holdings Inc. filed
separate petitions for Chapter 11 relief on Oct. 6, 2008 (Bankr.
D. Minn. Lead Case No. 08-45136).  Brian F. Leonard, Esq., Matthew
R. Burton, Esq., at Leonard O'Brien et al., represented the
Debtors as counsel.  When Petters Aviation LLC filed for
protection from its creditors, it listed assets of $50 million and
$100 million, and the same range of debts.


PETTERS COMPANY: Petters Group Creditors List Made Public
---------------------------------------------------------
The list of creditors for Petters Group Worldwide, which filed for
Chapter 11 bankruptcy on Oct. 11, 2008, was made public, John
Welbes of the Pioneer Press (Minnesota) reported Wednesday.

Petters Co. Inc., which also filed for Chapter 11, amended its
creditors list on Wednesday to add Lancelot Investors' claim of
$1.5 billion, and to revise some earlier claims.

Petters Group Worldwide named Petters Capital as its largest
unsecured creditor with a claim of $259 million, followed by
Ritchie Capital and several of its entities with a claim of
$235 million, according to the filing.  Petters Group also listed
a $34 million claim under Petters Co. Inc.

The report adds that Petters Co. Inc. also listed a $250 million
claim from Ritchie Capital.

                  About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc. and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and
08-45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc. listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings,
Inc., Sun Country's parent company.


PETTERS COMPANY: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Petters Company, Inc.
        4400 Baker Road
        Minnetonka, MN 55343

Bankruptcy Case No.: 08-45257

Type of Business: The Debtors operate an investing company.
                  See: http://www.pettersgroup.com

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Petters Group Worldwide, LLC                       08-45258
Thousand Lakes, LLC                                08-45327
SPF Funding, LLC                                   08-45328
PL Ltd, Inc.                                       08-45329
Edge One, LLC                                      08-45330
MGC Finance, Inc., LLC                             08-45331

Chapter 11 Petition Date: October 11, 2008

Court: District of Minnesota (Minneapolis)

Debtors' Counsel: James A. Lodoen, Esq.
                  jlodoen@lindquist.com
                  Lindquist & Vennum P.L.L.P
                  4200 IDS Center
                  80 South Eight Street
                  Minneapolis, MN 55402
                  Tel: (612) 371-3234
                  Fax: (612) 371-3207

Estimated Assets: unstated

Estimated Debts. $500 million to $1 billion

The Debtors' Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Ritchie Special Credit Investments               $111,785,239
c/o Ritchie Capital
801 Warrenville Road, Suite 650
Lisle, IL 605532

Apriven                                          $42,422,875
50D1 Spring Valley Road, Suite 290
Dallas, TX 5244

Yorkville Investment I, LLC                      $34,957,845
c/o Ritchie Capital Mgmnt Ltd.
801 Warrenville Road, Suite 650
Lisle, IL 60532

Vlahos, Michelle                                 $18,800,000
294 Grove Lane E, Suite 113
Wayzata, MN 55391

Opportunity Finance LLC        security          $18,716,621
60 South 6th Street, Ste. 2540 agreement
Minneapolis, MN 55402

Deikel, Theodore                                 $10,000,000

MN Teen Challenge                                $9,320,000
Fidelis Foundation
3189 Fernbrook Lane N.
Plymouth, MN 55447

Ark Discovery II, LP                             $6,949,180
c/o Ritchie Capital Mgmnt Ltd.
801 Warrenville Road, Suite 650
Lisle, IL 60532

Tauton Ventures LP                               $6,500,000
9900 Deerbrook Drive
Chanhassen, MN 55317

Steel Pier Capital Advisors LLC                  $1,750,000

AD Capital LLC                                   $1,200,000
Unit 1006, 10 floor, Block B
Phileo Damansara 1, Jalan 16/11
New York, NY 10022

Calibrax Capital                                 $1,000,000
800 Third Avenue, 9th Floor
New York, NY 10022

Edge Brook, Inc.                                 $1,000,000
294 Grove Lane E, Suite 113
Wayzata, MN 55391


PHILADELPHIA SCHOOL: Moody's Assigns 'Ba2' Underlying Rating
------------------------------------------------------------
Moody's Investors Service has assigned an enhanced rating of Aa3
and underlying rating of Ba2 and stable outlook to the
Philadelphia School District's $284.42 million General Obligation
Bonds, Series E of 2008 and $112.89 million General Obligation
Bonds, Series F of 2008.  The bonds are secured by the full faith
and credit of the school district within the limits prescribed by
law.  Proceeds of Series E will be used to finance the district's
ongoing capital improvement plan.  Proceeds of Series F will
refund an outstanding variable rate loan issued through the
Dauphin County General Authority Loan Pool.

The Aa3 rating reflects Moody's current assessment of the
Pennsylvania School District Fiscal Agent Agreement Intercept
Program.  The program provides for an intercept of state aid due
in the current fiscal year in the event of a threatened payment
failure by the district, and reflects the strong credit profile of
the Commonwealth itself, whose general obligation bonds are rated
Aa2/stable.  Pursuant the School Code (Section 6-633), the state
is authorized to intercept aid appropriated in the current fiscal
year.  

The program is further enhanced by a Fiscal Agent's Agreement,
which requires the fiscal agent to notify the Secretary of
Education if the district has not made sinking fund payments 15
days prior to debt service due dates.  Pursuant to a Memorandum of
Understanding among: the Secretary of Education; the Labor,
Education and Community Services Comptroller, and the State
Treasurer, the timing for state aid intercept would require the
transfer of appropriated funds to the fiscal agent in amounts
required for debt service.

After the current issue, the district will have outstanding
approximately $2.87 billion in direct debt outstanding, of which
$100 million is unhedged variable rate debt, $670.7 million is
hedged variable rate debt, $1.23 billion is fixed rate general
obligation debt, and $901 million in rental debt issued through
the Pennsylvania State Public School Building Authority,
$500 million of which is related to two basis swaps.

The Ba2 unenhanced underlying rating and stable outlook reflect
the numerous management and financial challenges that continue to
face the district, including expenditure growth associated with
mandated contributions to charter schools and the need to augment
academic services given a substantial high school dropout rate;
sluggish tax base growth and other limitations on the district's
ability to raise revenues; and substantial capital needs for which
additional bond issuance is contemplated.  

These weak credit fundamentals rose to a crisis level in fiscal
2002, with the projection early in the year of a large cash
deficit by year-end, plus significant additional deficits
projected in the out-years.  Pursuant to an intermediate recovery
plan negotiated by then Governor Schweiker and the Mayor, a formal
"declaration of distress" was issued by the state's Secretary of
Education in December 2001, causing the immediate replacement of
the local school board with a largely state-controlled School
Reform Commission.  The city and the state also agreed to provide
moderate levels of additional funding for the district, and a
$300 million long-term deficit bond was authorized and issued in
May 2002.

The district's underlying rating outlook remains stable, despite a
challenging financial environment over the past few years.  The
district issued bonds in 2005 to reimburse itself for the 2004 and
2005 one-time early retirement payments and a portion of the
termination payments and to fund additional payments in fiscal
2006.  In fiscal 2006, the district ran a $122.56 million
operating deficit in its General Fund, despite a balanced budget
at the beginning of the year, resulting in a General Fund deficit
of -$66 million (-3.6% of General Fund revenues).  

It is of note that the district includes its Debt Service and
Intermediate Unit Funds in its overall Operating Budget; when
these funds are combined with the General Fund, the total
operating deficit for fiscal 2006 was actually -$102.8 million.
The Debt Service Fund is used to account for the district's
accumulation of resources for the payment of debt service and
insurance costs, and had a fund balance of $64.6 million at the
end of fiscal 2006.  Total undesignated fund balance for all three
funds was -$23.8 million (-1.2% of Combined Operating Funds
revenues) at the end of fiscal 2006.

The deficit was driven by several unexpected factors, including a
delay of building sales, delay in the receipt of state building
aid, a significant decline in grant revenue, higher-than-
anticipated termination costs, severance obligations that should
have been accrued in the prior year, and delays in the
implementation of hiring controls.  The district began
implementing a plan with the School Reform Commission in fiscal
2007 to correct the financial instability, resulting in a
$5.1 million operating surplus, reducing the ending Operating
Budget fund balance deficit to -$0.8 million (-0.03% of operating
budget revenues).

However, the amended FY2008 Operating Budget shows an additional
deficit of as much as $30 million, driven by several unexpected
budget variances during the year as well as some unrealized
revenue increases and expenditure savings.  The approved fiscal
2009 budget is expected to return the district to surplus
operations, built on an expectation of growth in local tax
revenues and an approved increase in state funding and expenditure
controls.

Intercept Program Provides Additional Bondholder Security; Strong
Mechanics and Revenue Sufficiency

The Aa3 programmatic rating serves as a ceiling for enhanced
ratings related to individual financings.  Moody's assigns an
enhanced rating to specific financings after an evaluation of the
sufficiency of interceptable revenues, as determined by specific
coverage tests, the level of reliance on the final state aid
payment, the timing of scheduled debt service payment dates as it
relates to the state's fiscal year, the stability of state aid,
and the priority of state aid payments.

Moody's also evaluates the transaction structure, which considers
the role of the independent fiduciary and any reserve fund.
Financings that are considered average to strong in the majority
of these areas will usually achieve the program-level rating,
while financings with weaker scores may be rated one or more
notches below the programmatic rating.

All of the Philadelphia School District's general obligation
financings, including the current one, have strong sufficiency of
interceptable revenues and average transaction structure,
warranting the Aa3 programmatic rating.  Moody's analysis of
actual monthly state aid payments for fiscal 2008 indicate that
coverage for required monthly sinking fund payments from remaining
state aid receipts never falls below 5 times.  Under the stress-
test scenario, which excludes the final month of state aid
allocation, coverage for required monthly sinking fund payments
from remaining state aid receipts never falls below 4 times.

The state has consistently increased state aid, even in periods of
fiscal stress.  Finally, the availability of state aid for debt
service prior to the use of other purposes is considered strong
given that upon notification to the Secretary of Education of the
deficiency in a sinking fund payment, any state aid appropriation
for the remainder of the fiscal year can be accelerated for the
intercept.  The district's transaction structure favorably
includes the use of a fiscal agent, which offers average strength
given the timely notification requirements established in the
Fiscal Agent Agreement whereby the fiscal agent must notify the
Secretary of Education if the district has not made its full
sinking fund payment 15 days prior to the due dates.

Lastly, while there is no reserve fund for this financing, Moody's
believes that average strength is offered by the notification
requirements, mechanics and availability of funds to ensure timely
debt service payments.

Return to Surplus Operations in Fiscal 2007 After Significant
Deficit in Fiscal 2006 Results in Negative Operating Budget
Balance; Fiscal 2008 May Have Deficit

Although the original fiscal 2006 budget was balanced, inclusive
of one-time revenues, the district ran a $102.8 million operating
budget deficit, extinguishing operating reserves of $79.1 million.  
The district experienced balanced operations in fiscal 2005, after
two years of deficits in fiscal 2003 and 2004 driven by required
payments to charter schools (approximately $184 million in fiscal
2005, up from just $17 million in 1999) due to rapid enrollment
growth in such schools, plus growing costs for full day
kindergarten, special education programs, debt service, and
contractual teacher salary increases.

The deficits had been met via draws against the district's one-
time large cash balance, which resulted from the $300 million
deficit bond sold in 2002.  Fiscal 2005 included $70 million in
Series 2005C bonds issued to fund costs related to a one-time
retirement incentive package in 2004 and increased termination
payments in 2004, 2005 and 2006.  The fiscal 2006 budget was to be
balanced with the sale of two buildings, the application of the
2005C bond proceeds for 2006 termination payments, and increases
in revenue from both the state and city.

The fiscal 2006 deficit was due to a variety of factors.  The
largest portion of the deficit was due to the receipt of
$26.4 million less in grants revenue than budgeted driven by a
significant drop in federal grants as compared to recent trends.  
Termination incentive payments were also higher than expected by
$10.6 million and $8.6 million in severance obligations that
should have been accrued in fiscal 2005 were accrued in fiscal
2006.  There were also unanticipated costs due to a delay in the
implementation of hiring practices for school-based positions,
amounting to additional expenditures of $8.8 million.

The district was also delayed in the expected building sales,
which were expected to equal $7.8 million, and there was a delay
in state aid for school building into fiscal 2006, reducing the
fiscal 2005 anticipated revenues by $3.4 million.  It is of note
that the district includes its Debt Service and Intermediate Unit
Funds in its overall Operating Budget; when these funds are
combined with the General Fund, the total operating deficit for
fiscal 2006 was a less pronounced $102.8 million.

The Debt Service Fund is used to account for the district's
accumulation of resources for the payment of debt service and
insurance costs, and had a fund balance of $64.6 million at the
end of fiscal 2006.  Total undesignated fund balance for all three
funds was -$23.8 million (-1.2% of Combined Operating Funds
revenues) at the end of fiscal 2006.

In response to the fiscal 2006 financial imbalance, the district
developed and began implementing a recovery plan in fiscal 2007.  
The district reaffirmed existing and implemented new policies that
were ratified by the SRC, including the creation of a Financial
Accountability Unit to report to the SRC monthly budgetary status
and the establishment of two new designated reserves together
equal to 5% of the operating budget.  The establishing resolutions
for the Financial Accountability Unit restrict school-level
management spending, including limitations on contracting and
hiring authority and reductions in budget authority if
overspending occurs.

The district identified approximately $54 million in savings,
including $32 million in expenditure reductions, such as the
elimination of positions, a hiring freeze and other expenditure
controls.  The new plan resulted in a $14.8 million surplus in
fiscal 2007, reducing the General Fund balance deficit to -
$51.1 million (-2.6% of General Fund revenues).  The undesignated
fund balance for the Operating Budget, inclusive of the General,
Debt Service and Intermediate Unit Funds at June 30, 2007 was -
$790,000 (-0.04% of Combined Operating Funds).

Despite this success in fiscal 2007, unaudited results for fiscal
2008 indicate an operating deficit in fiscal 2008 of up to
$30 million.  Although the district realized an additional
$17.5 million in property taxes, as well as an additional
$46.5 million in state aid, the district had several negative
budget variances.  Net payments to the district on its four swaps
were lower than expected due to the increased interest rates on
the district's auction rate bonds, creating a mismatch that cost
an additional $11.8 million.

The district also faced increased expenditures of $9.3 million
related to charter schools as well as increased utilities costs of
$6.4 million.  In addition, the district, while successful in
gaining some revenue enhancements and expenditure reductions, was
not able to realize all of its gap-closing measures by the end of
the year.  The approved fiscal 2009 budget indicates a return to
surplus operations through $93 million in state aid that is in the
commonwealth's approved budget and the expectation of an
additional $29 million in local tax revenues (4% increase based on
growth).

Weak Long-Term Demographic and Economic Trends, Some Improvement
Indicated

Philadelphia has experienced a long trend of industry and
population loss since 1950, with a particularly sharp economic
retreat hitting in the late 1980's and early 1990's.  The late
1990's saw a resumption of growth, with employment up 5.7% between
1998 and 2001.  After a decline between 2001 and 2003, reflecting
the slowdown in the national economy, modest growth in employment
resumed, with growth of about 1.1% in 2005, 0.9% in 2006, and 0.7%
in 2007.  Results for the first six months of 2008 demonstrate
continued growth, with each month showing an increase over the
same month of the prior year, although results for July and August
show zero growth.

Given an increase in unemployment rates (7.4% in July, 2008 vs.
6.2% in July, 2007) and the national economic slowdown, Moody's
believe it is likely there will be job losses in the latter half
of the calendar year.  Manufacturing has continued to decline in
importance, and as of 2005, diversified services account for 54%
of total employment.  Population loss during the 1990's was just
over 4%, although this was only about half the loss that had been
estimated prior to the 2000 census count.  With an estimated 1.45
million residents, the city is the nation's sixth most populous.

Resident wealth indicators are low, with per capita and median
family incomes only about 77% and 74% of the national median,
respectively, and 23% of residents below the poverty level.  A
relatively large portion of the city's job base is in low-paying
sectors, with healthcare, social services, and state and local
government accounting for about 30% of total jobs.

The city's taxable base has grown modestly over the past decade,
averaging 2.8% growth annually since 2002.  The approximately $60
billion tax base does benefit from significant diversity, with the
10 largest tax payers comprising less than 5% of total valuation.

Substantial Debt Burden; Significant Swap Exposure

The district's direct debt burden is an above average 4.9% of full
valuation, climbing to a high 12.5% when overlapping city
obligations are taken into account.  The substantial overall debt
burden reflects, among other factors, special efforts to promote
economic development, the PICA deficit-funding bonds sold in the
early 1990's, and a City $1.3 billion pension bond issued several
years ago.  Given the slow rate of principal retirement (28.1% in
10 years) and additional borrowing plans, Moody's does not expect
the district's debt burden to moderate in the near future.

The district has entered into multiple fixed rate payer interest
rate swap agreements to hedge a portion of its variable rate
Series 2008A, B, C and D bonds.  There are four separate
Counterparties for the swaps, including Wachovia Bank (Moody's
long-term issuer rating of Aa2), Morgan Stanley (Moody's rated
A1), Goldman Sachs (Moody's rated Aa3), and Merrill Lynch (Moody's
rated A2).  

The swaps are all % of LIBOR-based on various notional amounts and
for various durations.  The district has also entered into two
basis swaps related to their lease revenue bonds issued through
the State Public School Building Authority, paying SIFMA and
receiving 67% of one-month LIBOR plus a fixed spread for both,
with Bear Stearns and Wachovia for a total notional amount of
$500 million.  For all of the district's swaps, the district only
has the right of optional termination and rating triggers, which
include a downgrade of the enhanced state intercept rating below
Baa3.
Outlook

The enhanced rating outlook for the district's bonds is stable,
reflecting the stable outlook on the Pennsylvania School District
Fiscal Agent Agreement Intercept Program.  The sufficiency of
interceptable revenues is expected to remain strong and the
transaction structure is expected to remain average.

The rating outlook is also stable on an unenhanced basis - i.e.
excluding the support provided by the state aid intercept.
Although the district continues to face financial challenges in
fiscal 2008 and beyond, Moody's believes the new adopted policies
and targeted budget cuts should help improve the district's
financial operations in the medium term.  Further deterioration in
financial operations, however, could lead to a weakening of credit
quality.

What could change the Aa3 enhanced rating - UP:

  -- Upgrade of the programmatic intercept rating

What could change the Aa3 enhanced rating - DOWN:

  -- Downgrade of the programmatic intercept rating
  -- Weakening of the sufficiency of interceptable revenues or
     transaction structure

What could change the Ba2 underlying rating - UP:

  -- Multi-year trend of surplus operating budgets
  -- Return to adequate General Fund reserve levels

What could change the Ba2 rating - DOWN:

  -- Continued operating deficits in fiscal 2009 and beyond

Key Statistics:

  -- 2006 Estimated Population: 1.5 million
  -- 2008 Full Value: $60.8 billion
  -- Full Value Per Capita: $41,597
  -- Per Capita Income as % of State: 79.1%
  -- Median Family Income as % of State: 75.3%
  -- Direct Debt Burden: 4.9%
  -- Overall Debt Burden: 12.5%
  -- Payout of principal (10 years): 28.1%
  -- FY07 Operating Budget balance: -$0.8 million (0.03% of
     operating revenues)

  -- FY07 General Fund balance: -$51.1 million (-2.6% of General
     Fund revenues)

  -- Post-Sale Parity Debt Outstanding: $1.97 billion


PIERRE FOODS: Wants Exclusive Plan Filing Period Moved to Jan 2009
------------------------------------------------------------------
Pierre Foods Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware to further extend
their exclusive periods to:

  a) file a Chapter 11 plan until Jan. 12, 2009; and

  b) solicit acceptances of that plan until March 13, 2009.

A hearing is set for Oct. 29, 2008, at 10:00 a.m., to consider
approval of the extension request.  Objections, if any, are due
Oct. 22, 2008.

According to the Troubled Company Reporter on Oct. 1, 2008, the
Debtors delivered to the Court a joint Chapter 11 plan of
reorganization dated Sept. 29, 2008, and disclosure statement
describing the plan.  The Debtors' plan provides for (i) the
conversion of $100 million of existing prepetition secured
indebtedness to 100% of the equity of the reorganized Debtors;
(ii) conversion of $50 million of existing prepetition secured
indebtedness to a new mezzanine facility; and (iii) 12% cash
recovery for unsecured creditors -- including holders of senior
subordinated notes -- to be paid in installments within 120 days
after the plan's effective date, among other things.

General unsecured creditors are expected to recover 12% under the
plan.

The Debtors have asked the Court to hold a hearing early in
December 2008 to consider confirmation of their plan.  The Court
will convene a hearing on Oct. 29, 2008, to consider the adequacy
of the Debtors' disclosure statement, and solicitation and
tabulation of plan votes.

The extension of time will provide the Debtors with sufficient
time to reassess and pursue all alternative options with respect
to their Chapter 11 restructuring.

The Debtors' current deadline to file a plan is Nov. 12, 2008.

                       About Pierre Foods

Based in Cincinnati, Ohio, Pierre Foods, Inc. --
http://www.pierrefoods.com-- manufactures and sells ready-to-cook   
and pre-cook products.  The company and and 13 of its affiliates
filed for Chapter 11 protection on July 15, 2008 (Bankr. D. Del.
Lead Case No. 08-11469).  Jonathan S. Henes, Esq., and Lisa G.
Laukitis, Esq., at Kirkland & Ellis; and Daniel J. DeFranceschi,
Esq., and Paul N. Heath, Esq., at Richards, Layton & Finger P.A.,
represent the Debtors in their restructuring efforts.  The Debtors
selected Kurtzman Carson Consultants LLC as their claims agent.  
The United States Trustee for Region 3 appointed creditors to
serve on an Official Committee of Unsecured Creditors.  The
Committee selected Michael S. Stamer, Esq., at Akin Gump Strauss
Hauer & Feld LLP, in New York, and James R. Savin, Esq., at Akin
Gump's Washington, D.C. office, as counsel.  Oaktree Capital
Management, the Debtors' DIP lender and which is serving as plan
sponser, is represented by Van C. Durrer, II, Esq., at Skadden
Arps, Slate Meagher & Flom LLP, in Los Angeles, California.  
Wachovia Bank, N.A., the administrative agent under the Debtors'
June 2004 credit agreement, is represented by Gregory Bray, Wsq.,
and Haig Mark Maghakian, Esq., at Milbank Tweed Hadley McCloy LLP.


PILGRIM'S PRIDE: Plunges 24% on Bankruptcy Speculation
------------------------------------------------------
Choy Leng Yeong of Bloomberg News reports that Pilgrim's Pride
Corp. fell 76 cents to $2.47 at 4:15 p.m. on the New York Stock
Exchange amid speculation it may file for bankruptcy if it fails
to refinance its debt.  Plunging 24 percent, the Company's shares
have slumped a total of 91 percent this year, according to the
report.

Independent rating company Egan-Jones Ratings Co. said there's a
70 percent chance Pilgrim's Pride will default on its debt,
according to the report.  The Company's long-term debt stood at
$1.52 billion as of June 28, 2008, and it had $54.1 million in
cash, according to a July regulatory filing, according to the
report.  It had $341.4 million available to borrow from
credit lines as of July 29, according to the report.

The Wall Street Journal said the Company's possible bankruptcy and
sale is based on the statements of two unidentified people,
according to the report.

"We don't believe that a bankruptcy filing would be in anyone's
best interest, certainly not for our lenders, nor for our company
and investors," the Company's spokesman Gary Rhodes said in an e-
mailed statement according to the report.

                      About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,  
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  Pilgrim's Pride employs about 40,000
people and has major operations in Texas, Alabama, Arkansas,
Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania,
Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and Utah.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on
Pilgrim's Pride Corp., including its corporate credit rating to
'CCC+' from 'BB-'.  In addition, S&P revised the CreditWatch
implications to developing from negative.

Moody's Investors Service lowered the ratings of Pilgrim's Pride
Corporation, including: (i) corporate family rating to B2 from
B1; (ii) probability of default rating to B2 from B1; (iii)
$400 million 7.625% senior notes due 2015 to Caa1 from B3 and  
(iv) $250 million senior subordinated notes due in 2017 and
$5.1 million (original $100 million) senior subordinated notes
due 2013 to Caa1 from B3.


PILGRIM'S PRIDE: Denies Bankruptcy Rumors
-----------------------------------------
Reuters reports that Pilgrim's Pride Corp. said on Friday that it
wouldn't file for bankruptcy protection, and that it was focusing
on a plan to resolve its problems.

Pilgrim's Pride spokesperson Gary Rhodes said in a statement, "We
don't believe that a bankruptcy filing would be in anyone's best
interest, certainly not for our lenders, nor for our company and
investors."

Lauren Etter and Jeffrey McCracken at The Wall Street Journal
relates that two people familiar with the matter said that
Pilgrim's Pride could be forced to seek bankruptcy-court
protection if it fails to raise money or extract concessions from
its lenders.  By filing for bankruptcy, Pilgrim's Pride could
speed up a sale of the company, the report says, citing the
sources.   According to the report, the sources said that
Pilgrim's Pride is considering selling its Mexican operations,
various poultry plants and some real estate, in which Tyson Foods
Inc. and Industrias Bachoco SA are potential suitors.

Citing independent rating company Egan-Jones Ratings Co., Choy
Leng Yeong at Bloomberg News relates that Pilgrim's Pride has a
70% possibility of defaulting on its debt.  As reported in the
Troubled Company Reporter on Oct. 2, 2008, Pilgrim's Pride
completed a definitive written agreement with its lenders to
temporarily waive the fixed-charge coverage ratio covenant under
its credit facilities through Oct. 28, 2008.  The lenders also
agreed to continue to provide liquidity under these credit
facilities during this same 30-day period in accordance with the
terms of the waiver agreement.  Pilgrim's Pride had requested the
temporary waiver after notifying lenders that it would report a
significant loss in the fourth quarter of fiscal 2008, which ended
Sept. 27, when it files its Form 10-K for the period.  

WSJ states that Pilgrim's Pride reported a $53 million fiscal-
third-quarter loss, due to rising prices for feed, dropping prices
for chicken, and an increasingly untenable debt load.

Bloomberg quoted Morningstar Inc. analyst Ann Gilpin as saying,
"There's probably a 50-50 chance of bankruptcy.  They are having
serious issues with their profitability.  Their costs are going
up.  Their revenue is not keeping in pace with the increase in
input costs."

Bloomberg relates that Egan-Jones co-founder and president Sean
Egan as saying, "The unfortunate reality for Pilgrim's Pride is
that capital providers currently have little patience and even
less additional funds for struggling firms."

According to Bloomberg, Mr. Rhodes said that Pilgrim's Pride is
exploring opportunities to refinance and recapitalize its
business, and to find ways to operate more efficiently.  "Over the
past few weeks, we have been working hard to develop a
comprehensive business plan for the months ahead.  This plan will
help us address the financial and operational challenges -- such
as an oversupply of chicken, soft demand and weak market pricing,"
the report quoted Mr. Rhodes as saying.

Pilgrim's Pride Corp must convince creditors to give it more
months to shore up its business, Bob Burgdorfer at Reuters
relates, citing analysts.  According to the report, the analysts
doubt that the company will meet its obligations by the Oct. 28
deadline.  The company has been talking to lenders about longer-
term relief on its fixed-charge covenant, the report says, citing
a source.

According to WSJ, banks have gotten a lot tougher about lending
and some suppliers are demanding new payment terms, like payment
on delivery or even in advance.

WSJ reports that Pilgrim's Pride retained early this month Weil
Gotshal & Manges LLP as bankruptcy counsel and that it has also
been trying to line up debtor-in-possession financing.

                      About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  Pilgrim's Pride employs about 40,000
people and has major operations in Texas, Alabama, Arkansas,
Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania,
Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and Utah.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on
Pilgrim's Pride Corp., including its corporate credit rating to
'CCC+' from 'BB-'.  In addition, S&P revised the CreditWatch
implications to developing from negative.

Moody's Investors Service lowered the ratings of Pilgrim's Pride
Corporation, including: (i) corporate family rating to B2 from B1;
(ii) probability of default rating to B2 from B1; (iii)
$400 million 7.625% senior notes due 2015 to Caa1 from B3 and (iv)
$250 million senior subordinated notes due in 2017 and
$5.1 million (original $100 million) senior subordinated notes
due 2013 to Caa1 from B3.


PLASTECH ENGINEERED: Files Amended Joint Plan of Liquidation
------------------------------------------------------------
Plastech Engineered Products, Inc., and its debtor-subsidiaries
filed with the United States Bankruptcy Court for the Eastern
District of Michigan on October 16, 2008, their First Amended
Joint Plan of Liquidation.

The Amended Plan, among other things, (i) provides for the
estimated allowed amounts of claims in the Chapter 11 cases,
although the expected recovery of unsecured creditors owed about
$300,000,000 remains unspecified, (ii) adjusts the solicitation
schedule, under which the Plan will be presented to the Court for
confirmation in early December.

The Original Plan contemplated an Oct. 22 confirmation hearing,
about four months after the auto-parts supplier sold its units to  
various parties, including its top-customer Johnson Controls,
Inc., and its secured lenders.

The Amended Plan, which the Debtors propose together with the
Official Committee of Unsecured Creditors:

   (a) provides for a confirmation objection deadline on
       November 25, 2008 at 4:00 p.m. (Eastern Time), and a
       Plan confirmation hearing on Dec. 3, 2008 at 9:30 a.m.
       (Eastern Time).

   (b) named Carroll Services LLC, as Liquidating Trustee, with
       James Patrick Carroll as managing member, appointed
       pursuant to the Plan, to act as trustee of and administer
       the Liquidating Trust.

   (c) anticipates for the Liquidating Trustee to engage Clark
       Hill, PLC; Allard & Fish, P.C.; and Skadden, Arps, Slate,
       Meagher & Flom LLP, who will primarily be responsible for
       the prosecution of avoidance actions and Class 7 General
       Unsecured Claims resolution and objections.  Clark Hill is
       also expected to represent the Post-Effective Date
       Committee, which members will be selected from the
       Creditors Committee following the latter's dissolution on
       the effective date of the plan.

   (d) strikes out from the definition of Miscellaneous Assets
       the Debtors' 51% equity interest in TrimQuest, LLC.

   (e) provides that all cash necessary for the Debtors or the
       Liquidating Trustee to make distributions pursuant to
       the Plan will be obtained from:

       * the Debtors' cash on hand,

       * the proceeds of the sales and sale-related settlements,

       * cash received in liquidation of the unencumbered assets
         of the Debtors, which include expected avoidance action
         recoveries and offsets estimated between $10,000,0000
         and $30,000,000, and

       * the proceeds of certain Available Additional DIP
         Collateral Proceeds.

   (f) provides for a liquidation analysis that shows that if the
       Chapter 11 cases were converted to cases under Chapter 7,
       (i) insufficient cash would remain to pay outstanding DIP
       claims and Term Lender claims in full, (ii) administrative
       claims, priority tax claims and non-Tax priority claims in
       full, would also not be paid in full because the only
       assets available to satisfy those claims would be pre-
       bankruptcy unencumbered assets and avoidance actions, and
       (iii) holders of general unsecured claims would fare worse
       under chapter 7 because their residual interest in the
       proceeds of unencumbered assets and avoidance actions
       would likely be consumed entirely by payments of higher
       priority claims.
    
   (g) noted that if the Plan cannot be confirmed or consummated
       by December 31, 2008, and as a consequence the Debtors
       cannot be dissolved as contemplated by the Plan prior to
       January 1, 2009, assets that remain at the Debtors and are
       transferred on or after January 1, 2009, may result in
       taxable gain due to the reduction in tax attributes that
       will occur on January 1, 2009.  Delaying the dissolution
       of the Debtors could result significant additional tax
       liabilities that could in turn give rise to large
       administrative claims.

The Amended Plan was signed by James P. Carroll, the chief
liquidation officer of Plastech.  Peter Smidt, in his role as
executive vice president for Finance, and CFO, signed the
Original Plan.

                 Treatment of Interests and Claims

                  Type            Estimated     Estimated
        Class     of Claims       Amount        Recovery
        ----      ---------       ---------     ---------
        N/A       DIP Facility
                  claims

        N/A       503(b)(9)       $17,000,000
                  claims

        N/A       administrative  $5,000,000 to
                  claims          $15,000,000

        N/A       priority tax    $0 to
                  claims          $5,000,000

        1         first lien term $85,000,000   70%
                  loan claims

        2         second lien     $0            0%
                  term loan
                  claims
           
        3         secured tool    $0 to         100%
                  vendor claims   $25,000,000

        4         secured tax     $0 to         100%
                  claims          $2,000,000

        5         miscellaneous   $0            100%
                  secured claims  

        6         non-tax         $0 to         100%
                  priority        $25,000,000

        7         general         $300,000,000
                  unsecured
                  claims

        8         intercompany                  0%
                  claims

        9         subordinated                  0%
                  510(c) claims

       10         subordinated                  0%
                  510(b) claims

       11         old equity                    0%
                  interests

                Revised Plan Solicitation Deadlines

In line with the filing of their Amended Joint Plan of
Liquidation, the Debtors propose revised dates to solicit votes
to accept or reject their Joint Plan of Liquidation, as amended.

The Debtors propose that June 30, 2008, will be the solicitation
record date for determining which non-governmental creditors and
other non-governmental parties-in-interest; and July 30, 2008 for
determining which governmental unit will be sent Solicitation
Packages by the proposed Mailing Deadline and provide the Debtors
and the Voting Agent ample time to ensure that the persons are
sent the proper Solicitation Package by the deadline.

Under the proposed Plan, as amended, creditors in Classes 1, 2
and 7 are impaired and entitled to vote to accept or reject the
Plan.

                     Confirmation Hearing

The Debtors ask the Court to consider confirmation of their
Amended Joint Plan of Liquidation on December 3, 2008.  

The Debtors propose that objections to the Plan confirmation, the
proposed assumption and rejection of unexpired lease or executory
contract pursuant to the terms of the Plan, as amended, must be
filed and served on November 25, 2008.

Plan Confirmation objections must be filed in writing,

     -- state the name and address of the objecting or responding
        party and the nature of the claim or interest of the
        party;

     -- state with particularity the basis and nature of any
        objection or response and include, where appropriate,
        proposed language to be inserted in the Plan to resolve
        any objection or response;

     -- otherwise comply with the Bankruptcy Code, the Federal
        Rules of Bankruptcy Procedure, and the local rules of the
        Bankruptcy Court; and

     -- be filed with the Court and served so as to be actually
        received by November 25, 2008 by Skadden, Arps, Slate,
        Meagher & Flom LLP, and Allard & Fish; Clark Hill PLC;
        the Office of the United States Trustee; Latham &
        Watkins, LLP; Ropes & Gray LLP; Stutman, Treister &
        Glatt; Dickinson Wright PLLC, Miller, Canfield, Paddock
        and Stone, P.L.C.; Honigman Miller Schwartz and Cohn LLP;
        Dickinson Wright PLLC; and The Roxbury Group.

Parties-in-interest will be allowed to file a reply by
December 1, 2008, at 4:00 p.m. to any timely confirmation
objections that may be filed.

A copy of the black-lined First Amended Joint Plan of Liquidation
is available for free at:

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

The disclosure statement, which explains the terms of the Plan,
was also amended in light of the recent developments and the
changes to the Plan.  A copy of the black-lined of the Amended
Disclosure Statement is available for free at:

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

                     About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is a full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

Joel D. Applebaum, Esq., at Clark Hill PLC, represents the
Official Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


PLIANT CORP: S&P Junks Credit Rating on Debt Refinancing Concerns
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on Schaumburg, Illinois-based Pliant Corp. to 'CCC' from
'B-' and removed it from CreditWatch, where it was placed with
negative implications on Sept. 5, 2008.  The outlook is negative.

At the same time, Standard & Poor's lowered the issue rating on
the company's first-lien senior secured notes to 'CCC-' from 'B-'
and revised the recovery rating to '5' from '3', which reflects
our expectation that first-lien senior secured noteholders are
likely to realize modest recovery in the event of a default.  S&P
also lowered the issue rating on the second-lien secured notes to
'CC' from 'CCC', while leaving the recovery rating unchanged at
'6', reflecting S&P's expectation for negligible recovery in the
event of a default.

S&P removed the issue ratings on the notes from CreditWatch, where
they were placed with negative implications on Sept. 5, 2008.

"The downgrade reflects heightened concerns regarding Pliant's
ability to refinance pending debt maturities during the next few
months," said Standard & Poor's credit analyst Ket Gondhan,
"particularly given the company's highly leveraged financial
profile and challenging credit market conditions."


POE FINANCIAL: Poe & Associates File Modified Amended Plan
----------------------------------------------------------
Poe & Associates, LLC, filed with the U.S. Bankruptcy Court for
the Middle District of Florida modifications to its Amended Plan
of Reorganization which was filed on Dec. 19, 2007.

The Florida State of Financial Services objected to the
confirmation of the Plan during the confirmation hearing on
Jan. 31, 2008.  Since that time, Poe & Associates and DFS have
reached an agreement to modify the Amended Plan.  The Debtors told
the Court that for technical reasons, DFS will still maintain its
objections, but that the Modified Amended Plan could be confirmed.  
The Modified Amended Plan will allow Poe & Associates to sell its
assets to Poe Financial Group Inc. or its nominee and allow PFG to
conduct business as an insurance agent in the State of Florida.

                           Plan Funding

Funding for the Plan will come from the proceeds of the sale of
Poe & Associates' real and personal properties, including tangible
and intangible assets with the exclusion of the Trust Assets, to
Poe Financial Group.  PFG will not receive any right, title, or
interest to any causes of action against any insider of Poe &
Associates.  While PFG is receiving all beneficial rights,
interests, proceeds, and other benefits related to the Citizens
Action, Poe & Associates is not assigning the underlying causes of
action to PFG.   Those causes of action shall remain in the name
of the Debtor with all beneficial interests owned by PFG, and not
the Trust.

In consideration for the assets to be purchased, PFG will pay
$100,000 plus the amount necessary to pay the Class 5 claims that
are scheduled or Allowed as of the date of the Closing.

The Debtor will pay all Allowed Claims in Classes 1 to 5 in Cash
out of the Purchase price.  The remainder of the Purchase Price
will be transferred on or before the effective date to the trust.
Poe & Associates will select a Liquidating Trustee who will be
exclusive Trustee of the Trust Assets, whose responsibility will  
include, among others, receiving the Trust Assets and implementing  
the distributions of the Trust Assets.

             Classifications and Treatment of Claims

Under the Modified Amended Plan, the claimants are grouped into
six classes:

  Class 1    Priority Claims       Impaired    Entitled to Vote   

  Class 2    Secured Tax Claims    Impaired    Entitled to Vote

  Class 3    Other Secured         Impaired    Entitled to Vote
             Claims (Equipment)

  Class 4    Convenience Class     Impaired    Entitled to Vote   
             Claims

  Class 5    General Unsecured     Impaired    Entitled to Vote
             Claims (other than
             the claim filed by
             the State of Florida
             Department of
             Financial Services

  Class 5A   Unsecured claim of    Impaired    Entitled to Vote
             State of Florida
             Department of
             Financial Services

  Class 6    Equity Interests      Impaired    Entitled to Vote

Each holder of an Allowed Priority Claim under Class 1 will
receive, in full and complete settlement, satisfaction and
discharge of its Allowed Priority Claim, Cash in an amount equal
to such Allowed Priority Claim without post-petition interest.

Each holder of an Allowed Secured Tax Claim under Class 2 shall
receive, in full and complete settlement, satisfaction and
discharge of its Allowed Secured Tax Claim, Cash in an amount
equal to such Allowed Secured Tax Claim required to be paid
pursuant to Sec. 506(b) of the Bankruptcy Code.

Each holder of an Allowed Other Secured Claim under Class 3 shall
receive, in full and complete settlement, satisfaction and
discharge of its Allowed Ohter Secured Claim, Cash in an amount
equial to such Allowed Other Secured Claim, without post-petition
interest.

Each holder of an Allowed Convenience Class Claim under Class 4
shall, in full and complete settlement, satisfaction and discharge
of such Allowed Convenience Claim, (i) receive 100% of the Allowed
Convenience Claim, without post-petition interest, or (ii) such
other treatment as may be consensually agreed to by Debtor and the
holder of the Allowed Convenience Claim.

Each holder of an Allowed General Unsecured Claim under Class 5
shall receive, in full and complete settlement, satisfaction and
discharge of such Allowed General Unsecured Claim, without post-
petition interest.

DFS, classified as 5A, will, in full and complete settlement,
satisfaction and discharge of its Claim receive (i) one or more
distributions for the Trust in an amount equal to its Pro Rata
share of the Trust; or (ii) such other treatment as may be
consensually agreed to by the Debtor or the Liquidating Trustee
and DFS.  However, the aggregate distribution to DFS is capped at
the principal amount of DFS's claim.

Holders of Allowed Class 6 Interests will, subject to the
Marketing Process, if applicable, and the results of any Equity
Auction, retain their interests through issuance of the Post-
Confirmation Equity Interest to the holders of the Class 6 Equity
Interests, conditioned upon providing, or causing to be provided:
(i) the Equity Fund Contribution; (ii) the Equity Priority
Contribution; and (iii) the Litigation Expense Funds.  In the
event of the failure to satisfy one or more of the conditions, the
Class 6 Interests will be cancelled and new shares of common stock
representing a 100% ownership interest in the Reorganized Debtor
will be issued, pro rata, to holders of Allowed Class 5 Claims.

A full-text copy of the Amended Plan of Reorganization of Poe &
Associates, LLC dated Dec. 19, 2007, is available for free at:

               http://ResearchArchives.com/t/s?33e7

A full-text copy of the Modified Amended Plan of Reorganization of
Poe & Associates, LLC dated Oct. 9, 2008, is available for free
at:

               http://researcharchives.com/t/s?33e8

Headquartered in Tampa, Florida, Poe Financial Group Inc.
-- http://www.poefinancialgroup.com/-- specializes in insuring     
coastal properties assumed from Florida's high-risk insurance
pool.  The Debtor, Poe & Associates, LLC, and two other  
affiliates filed for chapter 11 protection on Aug. 18, 2006
(Bankr. M.D. Fla. Lead Case No. 06-04288).  

Noel R. Boeke, Esq., Leonard Gilbert, Esq., and Rod Anderson,
Esq., at Holland & Knight, LLP, represent the Debtors.  When Poe
Financial Group Inc. filed for protection from its creditors, it
listed assets of $50,000 to $100,000, and debts of $10 million to
$50 million.  Poe & Associates LLC listed assets of $500,000 to
$1 million, and debts of $500,000 to $1 million.  Poe Insurance
Managers LLC listed assets of $10 million to $50 million, and
debts of $10 million to $50 million.  Mariah Claims Services
listed assets of $50,000 to $100,000, and debts of $10 million to
$50 million.  

Larry Hyman is the Liquidating Trustee.  Edwin Rice, Esq., at
Glenn Rasmussen Fogarty & Hooker PA, represents Mr. Hyman as
counsel.


QUIGLEY CO: Pfizer Objects to U.S. Trustee's Proposed Probe
-----------------------------------------------------------
Tiffany Kary of Bloomberg News reports that Pfizer, Inc., asked
the U.S. Bankruptcy Court for the Southern District of New York on
Oct. 17, 2008, to deny the request of the U.S. Trustee for the
appointment of an examiner to investigate Pfizer's relationship
with Quigley Co., Inc., because the Trustee is trying to obstruct
the Debtor's reorganization.

Lawyers for the Debtor also objected to the proposed probe,
calling the reasons for appointing an independent examiner
"legally and factually without merit," according to the report.

According to Troubled Company Reporter on Sept. 15, the Trustee
contended that the Debtor and Pfizer had a joint-defense agreement
that wasn't properly disclosed, hence, the Trustee's demanded for
an examiner to investigate the parties.

                      About Quigley Company

Quigley Company, Inc., a division of Pfizer Inc., sold asbestos-
containing insulation products until the early 1970s.  Quigley
filed for protection under chapter 11 on Sept. 3, 2004 (Bankr.
S.D.N.Y. Case No. 04-15739) in order to implement a proposed
global resolution of all pending and future asbestos-related
personal injury liabilities.

Asbestos victims and Pfizer have been negotiating a settlement
deal which calls for Pfizer to pay $430 million to 80% of existing
plaintiffs.  It will also place an additional $535 million into an
asbestos settlement trust that will compensate future plaintiffs
as well as the remaining 20% of current plaintiffs with claims
against Pfizer and Quigley.  The compensation deal is worth
$965 million all up.  Of that $535 million, $405 million is in a
40-year note from Pfizer, while $100 million will come from
insurance policies.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$155,187,000 in total assets and $141,933,000 in total debts.


RELIANT ENERGY: Disclosure Statement, Confirmation Schedule OK'd
----------------------------------------------------------------
BankruptcyLaw360.com reports that the United States Bankruptcy
Court for the District of Delaware has approved the Chapter 11
disclosure statement of Reliant Energy Channelview, LP, and its
debtor-affiliates and has set a hearing to confirm the plan on
Nov. 21, 2008.

According to Troubled Company Reporter, the plan contemplates the
liquidation of the Debtors' estate and the distribution of the
sale proceeds and any other remaining assets to holders of allowed
claims and equity interests.  The plan further contemplates the
appointment of a plan administrator who will serve as the chief
executive officer of the Debtors.

On April 8, 2008, GIM Channelview Cogeneration, LLC, emerged as
the winning bidder during an auction.  Consequently, the Debtors
and GIM entered into an GIM asset purchase agreement, wherein GIM
did not provide for the assumption and assignment of the Second
Amended Restated Cash Flow Participation Agreement (CFPA) between
the Debtors and Equistar Chemicals LP.  The purchase price under
the GIM APA was $500 million.  The proceeds of the proposed GIM
APA were sufficient to pay all creditor claims in full and provide
a recovery to interest holders.

The next day, the Court ruled that the Debtors had satisfied the
standards for approval of the sale under Section 363 of the United
States Bankruptcy Code, and that the CFPA was not severable from
the other Equistar agreements to be assumes and assigned under the
GIM APA.  Thus, the Court's ruling regarding the CFPA jeopardized
the Debtors' ability to consummate the sale to GIM.

As the GIM APA did not contemplate the assumption and assignment
of the CFPA, the Debtors and Equistar attempted to reach an
agreement resolving their disputes with respect to the CFPA.  On
April 23, 2008, the Debtors asked the Court to appoint a Chapter
11 trustee but the Court decided to defer its decision on the
Trustee plea and directed the parties to mediate their dispute.  
On May 6, 2008, the Court entered an order defering motion of the
Debtors for entry of an order appointing a Chapter 11 trustee.  
The parties participated in the court-ordered mediation and
successfully resolved their disputes regarding the sale and the
CFPA.

On June 9, 2008, the Debtors asked the Court to approve the GIM
sale and a stipulation in connection with the sale.  The salient
terms of the stipulation are:

-- Upon closing of the sale, the CFPA will be deemed assume by
    the Debtors, but not assigned to GIM.  The acquired assets
    will be conveyed to GIM free and clear of any liens, claims
    under the CFPA;

-- The project agreements and the letter agreements will be
    assume and assigned under the sale order.

-- At closing, Equistar will receive certain payments and will be
    deemed to have terminated its interest under and waived all
    rights under the CFPA.

--  After closing, all available cash will be paid to Equistar
     and REI in the following ratios:

     a) available cash up to and including $71.7 million will be
        paid 80% to Equistar and 20$ to REI or its designees;

     b) available cash in excess of $71.7 million will be paid 60%
        to Equistar and 405 to REI or its designees;

     c) Any additional funds will be paid 12.5% to Equistar and
        87.5% to REI.

-- All obligations under the secured credit facility will be paid
    in full at closing.  Any obligations arising under the secured
    credit facility post-closing will be paid in full under the
    confirmed plan.

On June 9, 2008, the Court approved sale to GIM.  The closing of
the sale took place on July 1, 2008.

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
     Class         of Claims         Treatment    Recovery
     -----         ---------         ---------    ---------
     unclassified  administrative                 100%
                    claims

     unclassified  priority                       100%
                    claims

     unclassified  other priority                 100%
                    claims

     1             secured lender    unimpaired   100%
                    claims

     2             other secured     unimpaired   100%
                    claims

     3             general unsecured unimpaired   100%
                    claims

     4             intercompany      impaired     0%
                    claims

     5             equity interests  impaired     unknown

Class 5 holders of interests against the Debtors are entitled to
vote for the plan.

Holders of Class 1 secured lender claims will receive cash from
the sale proceeds to the prepetition agents in an amount necessary
to satisfy the allowed secured claims in full.

Each holders of Class 2 other secured claims will be paid in full
and final satisfaction of the allowed other secured claims
otherwise holders agrees to a different treatment, either:

   -- the collateral secured the allowed secured claims; or

   -- cash in an amount equal to the value of the collateral.

Holders of Class 3 general unsecured claims will receive the full
unpaid amount of the claims plus interest -- except, in accordance
wit the terms of the stipulation, allowed intercompany claims will
be paid without interests -- with respect to the claims from the
Debtors' bankruptcy filing to the plan's effective date, accruing
at the Federal Judgment Rate as of the Debtors' bankruptcy filing.

Class 4 intercompany claims will be canceled and holders will not
receive any distribution under the plan.

Holders of Class 5 equity interest, after the plan's effective
date, will receive all cash and rights, title and interest in any
other assets remaining in the Debtors' estates.  All cash
distributed to holders of equity interest will be subject to and
in accordance with the terms of the stipulation including any
payments required to be made to Equistar.

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

               http://ResearchArchives.com/t/s?31ef

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

               http://ResearchArchives.com/t/s?31f0

                 About Reliant Energy Channelview

Based in Houston, Reliant Energy Channelview L.P. owns a power
plant located near Houston, and is an indirect wholly owned
subsidiary of Reliant Energy Inc. -- http://www.reliant.com/--  
The company and its three affiliates, Reliant Energy Channelview
(Texas) LLC, Reliant Energy Channelview (Delaware) LLC, and
Reliant Energy Services Channelview LLC filed for chapter 11
protection on Aug. 20, 2007 (Bankr. D. Del. Lead Case No.
07-11160).  Jason M. Madron, Esq., Lee E. Kaufman, Esq., Mark D.
Collins, Esq., Paul Noble Heath, Esq., Richards, Robert J. Stearn
Jr., Esq., at Layton & Finger P.A., and Timothy P. Cairns,
Pachulski Stang Ziehl & Jones represent the Debtors.  The U.S.
Trustee for Region 3 appointed an Official Committee of Unsecured
Creditors in these cases.  David B. Stratton, Esq., and Evelyn J.
Meltzer, Esq., at Pepper Hamiltion LLP, represent the Committee.  
When the Debtors filed for protection from their creditors,
they listed total assets of $362,000,000 and total debts of
$342,000,000.


RESOURCE REAL: Fitch Affirms 'B' $28.46 Million Notes Rating
------------------------------------------------------------
Fitch Ratings has affirmed all classes of notes to Resource Real
Estate Funding CDO 2006-1 and assigned Rating Outlooks as outlined
below:

  -- $129,370,000 class A-1 floating-rate at 'AAA'; Outlook
     Stable;

  -- $5,000,000 class A-2 FX fixed-rate at 'AAA'; Outlook Stable;

  -- $17,420,000 class A-2 FL floating-rate at 'AAA'; Outlook
     Stable;

  -- $6,900,000 class B floating-rate at 'AA'; Outlook Stable;

  -- $20,700,000 class C floating-rate at 'A+'; Outlook Stable;

  -- $15,520,000 class D floating-rate at 'A-'; Outlook Stable;

  -- $20,700,000 class E floating-rate at 'BBB+'; Outlook Stable;

  -- $19,830,000 class F floating-rate at 'BBB'; Outlook Stable;

  -- $17,250,000 class G floating-rate at 'BBB-'; Outlook
     Negative;

  -- $12,930,000 class H floating-rate at 'BBB-'; Outlook
     Negative;

  -- $14,660,000 class J fixed-rate at 'BB'; Outlook Negative;

  -- $28,460,000 class K fixed-rate at 'B'; Outlook Negative.

Despite an increase in the Poolwide Expected Loss, Fitch has
affirmed all classes as the pool has maintained an adequate PEL
cushion of 11.75% The increase in PEL is due to the addition of
four loans (21.8% of the pool) that carry a higher expected loss
than those they replaced and the application of the interim
surveillance model for commercial real estate structured
securities.  One loan, representing 4.8% of the pool, has
defaulted and is expected to be removed from the pool imminently.  
The defaulted loan was excluded in the determination of PEL and,
consistent with Fitch's modeling, no recovery is expected.

The loss to par balance is mitigated by the CDO's purchase of
other collateral at a discount, increasing the par balance of the
CDO by approximately 0.6% on a net effective basis.  While the
credit quality of the rated securities is consistent with the last
review, the application of the interim surveillance has
contributed to the overall increase in the PEL.  Classes G through
K have been assigned negative outlooks due to the failure of
Fitch's stress testing scenarios.  The outlooks reflect the likely
direction of any rating changes over the next one to two years.  
The deal was reviewed because of the defaulted asset and since
over 15% of the portfolio has turned over since Fitch's last
review.

Fitch began assigning outlooks to structured finance ratings in
September 2008.  For CREL CDOs, a Negative Outlook may be assigned
to any class that fails Fitch's stress testing.  Fitch's stress
testing assumes various property value declines for each rating
stress.  Based on these results, any loan whose loan-to-value
ratio is greater than 100% is assumed to default with the recovery
calculated based on the property value in that rating stress.  In
addition, Fitch may assign a Negative Outlook to classes within
CDOs with below average PEL cushion.


RITE AID: S&P Cuts $500MM & $470MM Second-Lien Notes to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Harrisburg, Pennsylvania-based Rite Aid Corp., including its
corporate credit rating to 'B-' from 'B'.  S&P also lowered the
issue ratings on the company's $1.105 billion tranche 2 and
$350 million tranche 3 term loans to 'B+' from 'BB-'.  The
recovery ratings on the loans remain at '1', indicating S&P's
expectation for very high recovery in the event of a payment
default.  

In addition, S&P lowered the ratings on the $500 million and
$470 million second-lien notes to 'B-' from 'B+' and revised the
recovery ratings on the notes to '3' from '2', indicating S&P's
expectation for meaningful recovery in the event of a payment
default.  The outlook is negative.

"The downgrade reflects Rite Aid's slower-than-expected progress
in turning around the operating performance at its acquired Eckerd
stores," said Standard & Poor's credit analyst Ana Lai, "and a
weakening U.S. economy which could dampen demand for prescriptions
and front-end merchandise."  Another factor is Standard & Poor's
expectation that cash flow protection measures will remain thin
given the challenging operating environment.


SPANISH BROADCASTING: S&P Junks Corp. Credit Rating; Outlook Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Miami, Florida-based radio and television
broadcaster Spanish Broadcasting System Inc. to 'CCC+' from 'B-'.  
The rating outlook is negative.

At the same time, S&P lowered the issue-level rating on SBS's
$350 million senior secured credit facilities to 'CCC+' from 'B-'.
The recovery rating on this debt remains unchanged at '4',
indicating S&P expectation of average recovery in the event of a
payment default.  The credit facility consists of a $325 million
term loan due 2012 and a $25 million revolving credit facility due
2010.

In addition, S&P lowered its  rating on the company's preferred
stock to 'CCC-' from 'CCC'.

"The ratings downgrade is based on our continued liquidity
concerns regarding cash depletion, which are further heightened by
the company's inability to draw down fully on its $25 million
revolving credit facility," explained Standard & Poor's credit
analyst Michael Altberg.

Approximately 40% of the facility, or $10 million, was committed
by Lehman Commercial Paper Inc., which failed to fund its portion
on Oct. 3, 2008.  SBS requested to draw down fully on its
revolving credit facility, in part to repay its $18.5 million
maturity in January 2009.

SBS owns and operates 21 radio stations in markets that reach
roughly 48% of the U.S. Hispanic population.  In March 2006, the
company launched a television station, Mega TV, which accounted
for about 6% of revenue in 2007, and entailed meaningful start-up
losses.  The company has significant revenue concentration in
three markets--New York, Los Angeles, and Miami--which account for
70% of revenue in total.

For the second quarter of 2008, revenue and EBITDA declined 5.6%
and 31%, respectively.  Radio revenue and EBITDA declined 9.0% and
8.9%, respectively, due to weaknesses in local advertising across
several major markets, such as Miami, Los Angeles, New York, and
Chicago.  In addition, the company recorded a $379.4 million
noncash impairment charge on the value of its FCC radio broadcast
licenses, following a succession of data indicating declining
fundamentals.


SPRINT NEXTEL: Accounting Officer Gregoire Discloses Equity Stake
-----------------------------------------------------------------
Christopher Gregoire disclosed in a Securities and Exchange
Commission filing that he may be deemed to beneficially own 58,892
shares of Sprint Nextel Corporation's common stock.

He also has non-qualified stock option to buy:

   -- 30,242 shares of common stock at exercise price of $18.78        
      until Feb. 27, 2017,

   -- 19,251 shares of common stock at exercise price of $6.52
      until March 26, 2018,

   -- 10,737 shares of common stock at exercise price of $17.25
      until Aug. 7, 2018,

Sprint Nextel appointed Mr. Gregoire as Vice President and
Principal Accounting Officer effective Oct. 2, 2008.

Mr. Gregoire served as Vice President and Assistant Controller of
Sprint Nextel from August 2006 through Oct. 2, 2008.  Prior to
joining Sprint Nextel, Mr. Gregoire served as a Partner at
Deloitte from August 2003 through July 2006 and as a Senior
Manager at Deloitte from 2000.

                      About Sprint Nextel
        
Sprint Nextel Corp. -- http://www.sprint.com/-- offers a              
comprehensive range of wireless and wireline communications
services bringing the freedom of mobility to consumers, businesses
and government users.  Sprint Nextel is widely recognized for
developing, engineering and deploying innovative technologies,
including two robust wireless networks serving about 54 million
customers at the end of the fourth quarter 2007; industry-leading
mobile data services; instant national and international walkie-
talkie capabilities; and a global Tier 1 Internet backbone.

                          *     *     *

The Troubled Company Reporter reported on Aug. 13, 2008, that DBRS
assigned the Sprint Nextel Corporation proposed issuance of $3.0
billion of Cumulative Perpetual Convertible Preferred Shares a
rating of BB.  The trend is negative.


STEVE AND BARRY: Balks Panel's Move to Access Insider Documents
---------------------------------------------------------------
Steve and Barry's LLC, its debtor-affiliates and their former
principals, Steven Shore and Barry Prevor, opposed the request
filed by the Official Committee of Unsecured Creditors for the
production of certain documents.

Shai Y. Waisman, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that the Committee negotiated directly with the
Debtors' principals and unequivocally agreed to settle all
claims and causes of action against the principals for
$5,000,000.   Moreover, the Committee not only negotiated the
Settlement, but stood before the United States Bankruptcy Court
for the Southern District of New York in support of the
Settlement it had reached, he says.  With respect to the Court's
concern as to notice of the Settlement, the Committee agreed to
bifurcate the Sale and the Settlement, and agreed to be a co-
movant on a motion to approve the Settlement, which was to be
promptly filed.

"Rather than abide by its agreement or accept reasonable
discovery that is likely to be conclusive evidence of the
issues, the Committee now demands that all information it
desires be provided -- including those demands that are likely
to cost the Debtors over $500,000 and possibly as much as
$1,000,000 to comply with -- at a time when these estates cannot
afford such significant expenses," Mr. Waisman complains.  At
this point, these cases and estates can ill afford gamesmanship
and litigation tactics.  The Committee agreed to the Settlement
and should abide by it, Mr. Waisman tells the Court.

Kenneth H. Eckstein, Esq., at Kramer, Levin, Naftalis & Frankel
LLP, in New York, counsel to Messrs. Shore and Prevor, contends
that the Committee's request is an inaccurate pleading that
obscures or entirely omits critical facts that render the relief
it seeks inappropriate.  Mr. Eckstein emphasizes that the central
issue at this stage of the proceedings is not whether the
Committee should be allowed to conduct a sweeping investigation,
but rather if it should be required to honor the deal it
negotiated and agreed to support on which the Former Principals,
the Purchaser and the new investors relied.

                    Committee Talks Back

"That is not true," Cathy Hershcopf, Esq., at Cooley Godward
Kronish LLP, in New York, said regarding the Debtors' contention
that the Committee previously agreed to support the sale of the
Insider Claims.  

The Committee -- faced with the choice of supporting a sale of
the Debtors as a going concern, including a release of the
Insider Claims, versus a liquidation of the Debtors' assets with
no funds to pursue causes of action -- supported the going
concern sale with a gun to its head, she says.  She adds that the
objections, at their essence, are nothing more than an attempt by
the insiders to frustrate the Committee's investigative efforts
by capitalizing on the undue leverage they inflicted on the
Committee during the Sale process.

"The foundation of any proper investigation, limited in scope or
otherwise, are the emails and other informal communications that
accompany a documented transaction.  If the Committee were
limited to reviewing the documents the Debtors and the Insiders
want it to see, its hands would be tied to a story written by the
transactional documents alone.  The true story lies beneath those
documents: in the emails and drafts that paint the larger picture
of the transaction itself," Ms. Hershcopf points out.

With respect to the suggested expense of responding to the
Committee's document demand, Ms. Hershcopf says the suggested
expense is highly inflated.  The investigation is circumscribed
to a discrete set of issues -- the TA Transaction, the Junior
Participation and the Debtors' accounting methods, systems and
calculations, she tells the Court.  Moreover, the parties can
agree on an electronic discovery protocol that keeps expenses
below $500,000, she emphasizes.

According to Ms. Hershcopf, the Debtors have absolutely no
incentive to maximize the value of their estates or to
investigate their affairs because they are not the ultimate
beneficiaries of those actions.  The Committee is the only actor
in these bankruptcy proceedings with a real incentive to maximize
the value of the Debtors' estate for the benefit of creditors,
she says.

Accordingly, the Committee asks the Court to overrule the
objections.

                      About Steve & Barry's

Headquartered in Port Washington, New York, Steve and Barry's LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at low
prices for men, women and children.  Founded in 1985, the company
operates 276 anchor and junior anchor shopping center and mall-
based locations throughout the U.S.  The discount clothing chain's
brands include the BITTEN(TM) collection, the first-ever apparel
line created by actress and global fashion icon Sarah Jessica
Parker, and the STARBURY(TM) collection of athletic and lifestyle
apparel and sneakers created with NBA (R) star Stephon Marbury.

Steve & Barry's LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579).  Lori R. Fife, Esq., and Shai Waisman, Esq.,
at Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

On Aug. 22, 2008, the Debtors obtained permission from the Court
to sell substantially all of their assets for $168 million to a
joint venture by Bay Harbour Management and York Capital, BHY S&B
Holdings, LLC.  Under the terms of the purchase agreement,
majority of the Debtors' 276 stores will remain open.

Pursuant to the Purchase Agreement, the Court authorized 51
Debtors to change their corporate names.  Lead Debtor Steve &  
Barry's Manhattan LLC (Case No. 08-12579) has been changed to  
Stone Barn Manhattan LLC.  Parent company Steve & Barry's LLC  
(Case No. 08-12615) is now known as Steel Bolt LLC.

When the Debtors filed for bankruptcy, they listed $693,492,000 in
total assets and $638,086,000 in total debts.

(Steve and Barry's Bankruptcy News Issue No. 85; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


SUPERIOR OFFSHORE: Seeks Until November 20 to File Ch.11 Plan
-------------------------------------------------------------
Superior Offshore International, Inc. asks the United States
Bankruptcy Court for the Southern District of Texas, Houston
Division, to further extend its exclusive periods to:

  a) file a Chapter 11 plan until Nov. 20, 2008; and

  b) solicit acceptances of that plan until Jan. 21, 2009.

A hearing is set for Oct. 20, 2008, at 11:00 a.m., to consider the
Debtor's extension request.  The hearing will take place at 515
Rusk Avenue, Courtroom 400 in Houston, Texas.

The Debtor told the Court that it is in talks with its primary
constituents regarding a plan structure as it liquidate its
tangible assets and evaluate some of the estate's intangible
properties.

The Debtor's current deadline to file a plan is October 21, 2008.

According to the Troubled Company Reporter on July 22, 2008, the
Court authorized the Debtor to sell certain of its assets --
including Gulf Diver III and Gulf Diver VI, Superior Endeavor, and
certain personal property -- to Infinity Investment Fund LLC for
as much as $67,150,000, free of liens and interest.

The Debtor will set aside $7,302,784 from the purchase price
for certain disputed liens.  Andre Blaauw, a tort maritime lien
creditor, asserted on June 18, 2008, a $5,927,676 claim in the
Debtor's Superior Endeavor.  Mr. Blaauw argued that he is entitled
to the same adequate protection of its lien as the maritime
contract lien creditors -- including Goodcrane Corporation, L&L
Oil, Cannata's Supermarket, Inc., Wilhelmsen Ships Service and
William Jacob Management -- that the Debtor proposed to provide
adequate protection by segregating up to $2,000,000 from the sale
proceeds to cover their liens.

                      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.  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, represents the Committee
in this case.

As reported in the Troubled Company Reporter on June 23, 2008, the
Debtor's summary of schedules showed total assets of $67,587,927
and total debts of $54,359,884.


TRIBUNE CO: Draws $250 Million of Revolving Credit Line
-------------------------------------------------------
Shira Ovide at The Wall Street Journal reports that Tribune Co.
said on Friday that it has drawn $250 million of a $750 million
revolving credit line.

Tribune said in a statement, "Like many businesses, we are
strengthening our liquidity position in today's uncertain credit
market."

Analysts said that Tribune's move probably doesn't raise
additional red flags about its financial standing, due to the
uncertainty of financial markets, WSJ relates.

WSJ quoted Fitch Ratings analyst Mike Simonton as saying, "In the
current environment, we've seen other highly leveraged companies
draw down [credit lines] to get more certainty and control over
their liquidity position."

According to WSJ, Tribune has a receding revenue and is being
doubted on its ability to service its $13 billion debt load.  WSJ
states that Tribune's drawing on the the credit line also
increases its interest costs.

                   About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--  
is a media company, operating businesses in publishing,
interactive and broadcasting, including ten daily newspapers and
commuter tabloids, 23 television stations, WGN America, WGN-AM and
the Chicago Cubs baseball team.

As reported in the Troubled Company Reporter on Aug. 27, 2008,
Fitch Ratings downgraded Tribune Company's Issuer Default Rating
to 'CCC' from 'B-'; senior guaranteed revolving credit facility to
'CCC/RR4' from 'B/RR3'; senior guaranteed term loan to 'CCC/RR4'
from 'B/RR3'; senior unsecured bridge loan to 'CC/RR6' from
'CCC/RR6'; senior unsecured notes to 'CC/RR6' from 'CCC/RR6'; and
subordinated exchangeable debentures due 2029 to 'CC/RR6' from
'CCC-/RR6'.  Fitch said that about $13.4 billion of debt is
affected by this action and that the rating outlook is negative.

As of March 30, 2008, Tribune's balance sheet indicates that the
company has  $12.9 billion in assets, $14.6 billion in debts, and
$1.7 billion in total shareholders' deficit.


TROPICANA ENT: Seeks to Regain Control of Atlantic City Assets
--------------------------------------------------------------
Tropicana Entertainment LLC and its affiliates are working on
regaining control of Tropicana Casino and Resort of Atlantic City.  
Retired Supreme Court Justice Gary Stein, the casino's state-
appointed conservator, has chosen The Cordish Company as lead
bidder for the Tropicana Atlantic City.

Cordish has offered $700,000,000 in cash and notes, or
$575,000,000 in cash, for the Tropicana Atlantic City.  Tropicana
Entertainment asserts that the casino is worth at least
$950,000,000.

Tropicana Entertainment Chief Executive Officer Scott C. Butera
told the Associated Press that "the company hopes to convince
state regulators it has purged the elements they found unsuitable
to run a casino, including Kentucky-based Columbia Sussex Corp.
owner William Yung III."

"We are essentially a new company.  We have the financial and
managerial resources to come in and turn this thing around,"
pressofatlanticcity.com quoted Mr. Butera as saying.

However, if the bid to regain the Tropicana Atlantic City fails,
Mr. Butera said other alternatives include making an offer for a
struggling casino or to build one from scratch on vacant land,
including the former Bader Field airport site, Associated Press
reported.

"We're looking to get back the Tropicana Atlantic City, but if it
doesn't work out, all those things would be things we would be
looking at. . . .  We like this market and we really want to be
here," Mr. Butera said.

                 New Jersey Supreme Court To Hear
                    Appeal on License Decision

In an order signed by Chief Justice Stuart Rabner, the New Jersey
Supreme Court has agreed to hear the appeal of Tropicana Casino
and Resort to regain its license, PAC stated in a separate
report.  No hearing has been scheduled yet.

TCR argued in its appeal that the New Jersey Commission "abused
its power and misinterpreted its own regulations in revoking the
license," PAC noted.  

As previously reported, the New Jersey Appellate Division agreed
with the New Jersey Commission's decision to revoke the license.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary
of Tropicana Casinos and Resorts.  The company is one of the
largest privately-held gaming entertainment providers in the
United States.  Tropicana Entertainment owns eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a   
plan through and including January 12, 2009, and to solicit votes
on the plan through and including March 13, 2009.

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


TROPICANA ENT: Steering Panels Supports DIP Facility Amendment
--------------------------------------------------------------
The Steering Committee of Lenders under a January 3, 2007 credit
agreement among Tropicana Entertainment LLC and its debtor-
affiliates, the Lenders, and Credit Suisse, as administrative
agent and collateral agent, relates that it does not oppose the
Debtors' request for an amendment of the DIP Facility to increase
borrowing limit to $80 million.

The Lenders Steering Committee, however, is concerned that
certain of the Debtors' statements in the DIP Amendment Motion,
in other recent filings, and some press releases create a false
impression as to the status of the Debtors' Chapter 11 cases and
as to the context within which they are seeking to amend and
increase their existing DIP financing facility.

On behalf of the Lenders Steering Committee, Michael R.
Lastowski, Esq., at Duane Morris LLP, in Wilmington, Delaware,
argues that certain of the Debtors' actions call into question
their ability to accurately predict their performance over any
period longer than the next two or three months, and to establish
financial covenants that will be realistic and achievable over
the 11-month period they cover.  He contends that, among other
things:

   (a) Any projections that the Debtors may be using today to set
       financial covenants are inherently unreliable given the
       sales processes that are underway for two of their most
       significant assets.  The outcome of the sales processes,
       both expected to conclude within the next few months, will
       dramatically affect the Debtors' ability to satisfy the
       new financial covenants that are the subject of the DIP
       Amendment Motion.

   (b) The Debtors' actions with respect to the Tropicana Casino
       and Resort of Atlantic City may have a materially negative
       impact on them, their estates and stakeholders, and in
       particular on the Lenders and their collateral.  The
       Debtors are taking actions that have a potential long-term
       consequences for the estates, yet are doing so without a
       long-term business plan that would justify the goal that
       they are seeking to achieve.

   (c) The Debtors' opposition to the sale process of Tropicana
       Atlantic City could discourage potential bidders from
       incurring the costs necessary to compete for the casino.
       At best, the Debtors' actions will "chill" the bidding for
       the casino, resulting in a lower price for those assets.
       At worst, the Debtors' actions will disrupt the sales
       process completely, preventing a sale while the market
       continues to deteriorate.  "The result would be paralysis
       -- the Debtors would be unable to progress towards a
       reorganization while values deteriorate and professional
       fees and other restructuring costs mount," Mr. Lastowski
       says.

Moreover, the Lenders Steering Committee relates that it was not
provided with a copy of the Debtors' proposed framework for a
Chapter 11 joint plan of reorganization.  The Lenders Steering
Committee opposes the fundamental premises of the Plan Framework,
which contemplates the retention of the Tropicana Atlantic City.

           Responses to Steering Committee's Statement;
         Support for Reconveyance of Atlantic City Assets

The Official Committee of Unsecured Creditors, and Harbinger
Capital Partners Special Situations Fund L.P. and Harbinger
Capital Partners Master Fund I, Ltd., each submitted their
response to the Lenders Steering Committee's Statement.

The Creditors Committee points out that the OpCo Lenders'
Statement takes no position on the relief requested in the DIP
Amendment Motion and that it relates to, among other things, the
pending sales process with respect to the Tropicana Atlantic
City.

The Creditors Committee and Harbinger believe that the Statement
is a means to influence the New Jersey regulators with respect to
the Tropicana Altantic City sale.

"[The Lenders Steering Committee's Statement's] transparent
purpose is not with respect to the matter before the [United
States Bankruptcy court for the District of Delaware], but
rather an attempt to influence the Court and interested
regulatory bodies with respect to matters that will arise in
these cases within the next few months," Thomas F. Driscoll III,
Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington,
Delaware, on behalf of the Creditors Committee, contends.

Similarly, James C. Carignan, Esq., at Pepper Hamilton LLP, in
Wilmington, Delaware, on behalf of Harbinger, asserts that the
Lenders Steering Committee's Statement is "a thinly veiled
propaganda piece primarily directed to New Jersey regulators, in
furtherance of the [Lenders'] agenda to frustrate the Debtors'
efforts to regain ownership and control of the Tropicana Casino
and Resort in Atlantic City. . . the Debtors' former 'crown
jewel' asset."

The Creditors Committee and Harbinger say they support and
believe that the Debtors' efforts to take back Tropicana Atlantic
City are critical in maximizing the value of the Debtors'
estates.

Mr. Driscoll insists that the OpCo Lenders Steering Committee
will have an opportunity to be heard on broader issues concerning
the Debtors and their estates at a future date.

Mr. Driscoll adds that nowhere in the Statement does the OpCo
Lenders Steering Committee suggest that their collateral will
diminish in value as a result of the DIP Amendment, nor does the
Steering Committee dispute that they are adequately protected.

Moreover, the Creditors Committee has learned that the DIP
Lender, one of the largest holders of the OpCo bank debt, refused
to further extend the DIP forbearance agreement with the Debtors
until the time the business plan would be completed, leaving the
Debtors with little room to maneuver, Mr. Driscoll points out.

The Lenders Steering Committee has asserted that the Debtors'
efforts to regain ownership and control of the Tropicana Atlantic
City will chill the bidding.  The notion that there is serious
bidding, or even a legitimate sale process, for the Tropicana
Atlantic City is "illusionary," Harbinger counsel Mr. Carignan
says.

Mr. Carignan notes that under Justice Stein's control, Tropicana
Atlantic City's EBITDA on a percentage basis has fallen more than
three times as much as the rest of the market and its net revenue
has fallen more than five times as much as the rest of the
market.  "These horrendous results likely further depressed
bidding and interest in bidding.  They also underscore the need
to return the property to the Debtors so that their management
team can rehabilitate its operations as part of the overall
restructuring of the Debtors' assets, and restore performance to
proper levels," he states.

Committee counsel Mr. Driscoll relates that the Debtors and the
Creditors Committee are mutually motivated to see the Tropicana
Atlantic City thrive and prosper over the long term, which is in
the best interests of creditors and stakeholders.

The reconveyance of the Atlantic City Assets would allow the
assets to fall under the managerial control of Tropicana
Entertainment LLC Chief Executive Officer Scott C. Butera and his
qualified management team, and enable the Debtors to decide the
approach best-suited to maximize value, Mr. Driscoll asserts.

Mr. Driscoll notes that the OpCo Lenders Steering Committee, on
the other hand, clearly favors a quick exit by way of a fire sale
of the Debtors' assets and businesses that might satisfy the
claims of the secured lenders, but few others.  "That approach
might maximize the lenders' objectives, but with no regard for
what is in the best interests of the Debtors, the Debtors'
employees, Atlantic City and other creditors," he tells the
Court.

               Lazard Freres Supports DIP Amendment

In a separate filing, Suneel Mandava, a director at Lazard Freres
& Company LLC, the Debtors' financial advisors, relates that the
Debtors' former management developed the original DIP Budget
using a top-down forecasting methodology based on historical
operating earnings, rather than preparing a detailed bottoms-up
monthly build-up.

Mr. Mandava notes that the Original DIP Budget did not adequately
take into account changes in competition, deterioration in
consumer markets, other factual conditions affecting the gaming
industry, and the impact of the Chapter 11 filing on the Debtors'
operations.  As a result, the Debtors have reported actual
results well below what was originally forecasted and expect to
continue to do so, increasing their liquidity needs going forward
relative to the original DIP forecast, he tells the Court.

The Debtors' new management, working with the Debtors'
restructuring advisors, AlixPartners, LLP, and Lazard Freres,
have formulated a new budget.  Mr. Mandava says that the Debtors'
budgeting methodology and approach has been greatly improved and
will continue to improve going forward, now that additional
managers are in place to develop specific forecasts for each
property.

Mr. Mandava adds that during the negotiation of the amended DIP
Credit Agreement, the Debtors exercised their option to replace
two of the financial institutions in the existing syndicate that
were unwilling to amend the DIP Credit Agreement to address their
needs.

Mr. Mandava believes that the fees under the renegotiated and
amended DIP Credit Agreement are reasonable, taking into
consideration the current operating environment for gaming
companies, the unprecedented tightening in the lending markets,
and the scarcity of DIP financing; and are consistent with the
expectations of lenders negotiating similar agreements at this
time.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary
of Tropicana Casinos and Resorts.  The company is one of the
largest privately-held gaming entertainment providers in the
United States.  Tropicana Entertainment owns eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a   
plan through and including January 12, 2009, and to solicit votes
on the plan through and including March 13, 2009.

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


TROPICANA ENT: Gets Go-Signal to Enter Into Amended DIP Facility
----------------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware permitted Tropicana Entertainment LLC and its debtor-
affiliates to enter into a Second DIP Facility Amendments as
agreed with their DIP Lenders.  

The Debtors, their Lenders, and Credit Suisse, as administrative
agent and collateral agent, agreed to modify the DIP Facility to
increase borrowing limit to $80 million.

Among others, under the Amended DIP Credit Agreement, the unused
commitments of the DIP Lenders is increased from $47 million
to $60 million, which is broken down as:

   Lender             Term Loan Commitment    Pro Rata
   ------             --------------------    --------
   SPCP Group, LLC       $4,477,611           7.462687%
   SPF CDO I, Ltd.       55,522,388          92.537313%

The Debtors have drawn $20 million from the original DIP Loan
Commitments as of September 2008.  With the Court-approved
increase of the unused lender commitments to $60 million under the
Second Amended DIP Credit Agreement, the total DIP Lender
Commitments now total $80 million.

The DIP Amendments also include a waiver of EBITDA covenant
default, an amended EBITDA Covenant, amended Capital Expenditures
Amounts, an increase in the mandatory loan draw, an adjusted
interest rate on the DIP Loan, and covenant compliance within 20%
of the budget.

The Debtors are also authorized to pay the Amendment Fees and all
other amounts required to be paid in connection with the
implementation of the DIP Amendment, which include:

   -- a 4% fee on the additional $13,000,000 "new money;" and
   -- a 3% fee on any unused availability under the DIP Credit
      Agreement.

The OpCo Lenders are deemed to be adequately protected following
the Debtors' entry into the DIP Amendment, the Court rules.

Except as otherwise specifically provided in the DIP Amendment
Order, the Final DIP Order will remain in full force and effect,
and the Prepetition Lenders, the DIP Lenders, and the OpCo
Lenders will be entitled to all of the rights and protections
provided.

All references to the DIP Credit Agreement in the Final DIP Order
will be deemed references to the Amended DIP Credit Agreement.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary
of Tropicana Casinos and Resorts.  The company is one of the
largest privately-held gaming entertainment providers in the
United States.  Tropicana Entertainment owns eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a   
plan through and including January 12, 2009, and to solicit votes
on the plan through and including March 13, 2009.

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


TWEETER HOME: Court Extends Exclusive Period Until December 2
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
extended until December 2, 2008, the exclusive right of Tweeter
Home Entertainment Group Inc. and its debtor affiliates to file
plan of reorganization.  The Debtors are also given until
February 2, 2009, to solicit acceptances of that plan.

The Court entered its ruling after Sarah E. Pierce, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington, Delaware,
notified the Court that she received no formal or informal
objections or responses to the Debtors' extension request.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and    
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  Kurtzman Carson Consultants LLC acts as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represent the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Debtors exclusive period to file
a plan of reorganization expired on June 5, 2008.  (Tweeter
Bankruptcy News, Issue No. 25, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


TWEETER HOME: Seeks Until April 29, 2009 to Remove Actions
----------------------------------------------------------
Tweeter Home Entertainment Group Inc. and its debtor-affiliates
ask the United States Bankruptcy Court for the District of
Delaware to extend the Removal Period with respect to any actions
they are a party to pending on the Petition Date through the later
of:

  (a) April 29, 2009; or

  (b) 30 days after the entry of an order terminating the
      automatic stay with respect to any particular action sought
      to be removed.

Pursuant to Rule 9027(a)(2) of the Federal Rules of the
Bankruptcy Procedure, the current period during which the Debtors
may remove actions expires on the later of October 31, 2008, or 30
days after the entry of an order terminating the automatic stay
with respect to any particular action sought to be removed.

The Debtors relate that they are parties to numerous judicial and
administrative proceedings currently pending in various courts
and administrative agencies.  Specifically, the Debtors note, the
Actions include discrimination, workers' compensation, and
product liability claims.  

The Debtors tell the Court that they have not completed the
review of the Actions because they have been focused primarily on
finalizing a proposed plan of liquidation following the closing
of the sale of substantially all of their assets to Tweeter
Newco, LLC; determining their remaining assets and liabilities;
and fulfilling their obligations as debtors-in-possession.

The Debtors note that their adversaries may not prosecute the
Actions absent relief from the automatic stay and therefore,
insists that those adversaries will not be prejudiced by the
extension of the Removal Period.  

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and    
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  Kurtzman Carson Consultants LLC acts as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represent the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Debtors exclusive period to file
a plan of reorganization expired on June 5, 2008.  (Tweeter
Bankruptcy News, Issue No. 25, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).  



US ENERGY: Has Until December 5 to Solicit Acceptances of Plan
--------------------------------------------------------------
The Hon. Robert D. Drain of the United States Bankruptcy Court for
the Southern District of New York further extended the exclusive
period of U.S. Energy Systems, Inc., and its debtor-affiliates to
solicit acceptances of their Chapter 11 plan until Dec. 5, 2008.

According to the Troubled Company Reporter on Oct. 7, 2008, the
Debtors' chief executive officer Richard J. Augustine said the
Debtors filed on Aug. 22, 2008, separate Chapter 11 plans for U.S.
Energy Overseas Investments LLC and GBGH LLC.  The Debtors
submitted to the Court a joint liquidating plan for USEO and a
plan of reorganization for GBGH, Mr. Augustine says.  According to
Bloomberg News, explanatory disclosure statements have not been
filed.

Under the USEO plan, a liquidation trust will be formed and any
remaining assets -- including any proceeds from USEY's sale of
100% of the common stock of USEB and any residual ownership
interest in GBGH -- will be transferred into the trust for
liquidation and the subsequent distribution of net liquidation
proceeds to USEY equity holders.

The GBGH plan provides for, among other things (i) the
restructuring of GBGH's first lien debt through issuance of a
restructure first lien note, (ii) the execution of a rights
offering for the raising of at least US$10 million of new equity
in GBGH, and (iii) the issuance of new warrants convertible into
equity interests in GBGH at to be established strike prices.

The Debtors say that they do not have sufficient time to (i) make
final amendments to the Chapter 11 plans before the solicitation
process expires on Oct. 22, 2008, and (ii) obtain approval of
disclosure statements regarding the Chapter 11 plans.

                      U.K. Plant Shutdown

On Aug. 23, 2008, the Knapton Plant, a 42MW natural gas-fired
electricity generating plant in the United Kingdom, was shut down
to perform scheduled maintenance and gas flows from the plant were
as well shut down in order to preserve gas reserves.  Upon the
completion of the scheduled maintenance work five days later,
attempts to restart the gas flows from the plan failed.  Ground
water that overtook the natural gas in the plant's reservoir was
blamed for the malfunction.

As a result, the inability to obtain gas production, electricity
production at the plant has been reduced to two to four hours per
day.  This will remain the case until new wells are drilled.  The
current business plan includes the drilling of new wells in early
2009.

According to the Debtors, these operational difficulties have
changed the short-term economics of the Chapter 11 Plans and
required additional time on the part of potential equity investors
to consider amendments to the Chapter 11 Plans, which the Debtors
are in the midst of negotiating.

A full-text copy U.S. Energy and U.S. Energy Overseas' Chapter 11
plan is available for free at http://ResearchArchives.com/t/s?3162

A full-text copy of GBGH's Chapter 11 plan is available for free
at http://ResearchArchives.com/t/s?3163

                      About U.S. Energy

Based in Avon, Connecticut, U.S. Energy Systems, Inc., (Pink
Sheets: USEY) --  http://www.usenergysystems.com/-- owns green
power and clean energy and resources.  USEY owns and operates
energy projects in the United States and United Kingdom that
generate electricity, thermal energy and gas production.

The company filed for Chapter 11 protection on Jan. 9, 2008 (Bank.
S.D. N.Y. Case No. 08-10054).  Subsequently, 34 affiliates filed
separate Chapter 11 petitions.  Peter S. Partee, Esq., at
Hunton & Williams LLP, represents the Debtor in its restructuring
efforts.  Jefferies & Company, Inc., serves as the company's
financial advisor.  The Debtor selected Epiq Bankruptcy Solutions
LLC as noticing, claims and balloting agent.

The Official Committee of Unsecured Creditors has yet to be
appointed in these cases by the U.S. Trustee for Region 2.  When
the Debtors filed for protection from their creditors, they listed
total assets of $258,200,000 and total debts of $175,300,000.


VESTA INSURANCE: Haskell, et al., Seek Dismissal of Trustee Action
------------------------------------------------------------------
In briefs filed with the U.S. Bankruptcy Court for the Northern
District of Alabama, Southern Division, Wyatt R. Haskell and
William K. Holbrook ask the Court to dismiss the adversary
proceeding filed by Lloyd T. Whitaker, Plan Trustee for Vesta
Insurance Group, Inc., seeking a declaratory judgment prohibiting
the prosecution of a state court action filed by Messrs. Haskell
and Holbrook before the Circuit Court of Jefferson County.

The State Court Action, commenced in May 2008, filed against Vesta
directors and officers -- Norman W. Gayle, III, James E. Tait,
Hopson B. Nance, W. Perry Cronin, E. Murray Meadows, John C.
Hines, David W. Lacefield, Thomas J. Chana and Thomas E. Mangold
-- to recover damages allegedly caused by the dissemination of
false and misleading financial information by Vesta with respect
to its insurance subsidiaries.  The State Court Action was removed
to the District Court for the Northern District of Alabama the
next month.  

R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, in Birmingham, Alabama, Messrs. Haskell and Holbrook's
counsel, argues that the State Court Action does not bring claims
against Vesta or the assets of its bankrupt estate.  The State
Court Action, he adds, merely seek State Court claims against, and
hold personally liable, the Vesta D&Os who are not in bankruptcy.
Thus, the automatic stay imposed by Vesta's bankruptcy filing does
not apply.

Mr. Williams clarifies that Messrs. Haskell and Holbrook have not
sued -- nor sought to levy on -- any D&O insurance policy, which
advances the defense expenses of Vesta D&Os who are involved in
separate lawsuits and adversary proceedings.  Moreover, the
proceeds of the D&O Policies are not the property of Vesta's
estate, he asserts.

Thus, Messrs. Haskell and Holbrook argue that the Bankruptcy Court
does not have jurisdiction to hear the Vesta Plan Trustee's
Complaint.

                      Plan Trustee Reacts

The Vesta Plan Trustee insists that the Adversary Proceeding
should not be dismissed.  Colin M. Bernardino, Esq., at Kilpatrick
Stockton LLP, in Atlanta, Georgia, the Plan Trustee's counsel,
argues that the State Court Action has "an identity of interest"
with Vesta with respect to the claims asserted in the Action, and
is therefore related to Vesta's Chapter 11 case.  He thus maintain
that, logically, the Bankruptcy Court has jurisdiction over the
Adversary Proceeding.

Mr. Bernardino asserts that when litigation is instituted against
former Vesta D&Os based on alleged acts or omissions, and their
expenses of defending the litigation are advanced by the D&O
insurer, the D&O Policies are diminished in value because defense
expenses erode the policy limits.  Accordingly, the Bankruptcy
Court has, and should exercise, the power to prevent diminution in
value of property of the estate, Mr. Bernardino explains.

           District Court Remands State Court Action

At the behest of Messrs. Haskell and Holbrook, District Judge
William M. Acker, Jr., remands the State Court Action back to
the Circuit Court of Jefferson County, Alabama, after finding that
the State Court Action "could have no conceivable effect on, and
could cause no diminution in, the Vesta bankruptcy estate."

Judge Acker rules that the State Court Action and Messrs. Haskell
and Holbrook's request for remand constitute their "absolute
waiver of any right to collect any judgment that may be entered in
their favor or against the Defendants, or any of them, from the
D&O insurers, unless all insurance proceeds are fully made
available to Vesta and its creditors, even to the point of
exhaustion."

               Parties File Supplemental Briefs

The Plan Trustee and Messrs. Haskell and Holbrook filed
supplemental briefs, at the Bankruptcy Court's directive, to
address the effect, if any, of the District Court's ruling to
their pending requests with the Bankruptcy Court.

Messrs. Haskell and Holbrook insist that the Claims pursued in the
State Court Action do not belong to the Vesta Plan Trustee.  They
assert that as Vesta is a liquidating company, the Stay -- which
the Plan Trustee wanted to impose upon the State Court Action --
is inapplicable.  Moreover, Messrs. Haskell and Holbrook point
out, that, among other things:

   -- they have brought no action to obtain any lien, judgment,
      injunction or relief as to the Policy and the proceeds, or
      obligations of the insurers; and

   -- they are asserting separate claims against the former D&Os
      than those asserted by the Plan Trustee.

Judge Acker's finding that Messrs. Haskell and Holbrook's waiving
of their right to collect judgment from the D&O insurers has no
effect on the pending Complaint before the Bankruptcy Court, Mr.
William says.  

The Vesta Plan Trustee asserts that neither claim preclusion nor
issue preclusion is implicated in the Adversary Proceeding as a
consequence of the issuance of the Remand Order.

"The relationship between the Plan Trustee and the State Court
Action Defendants is strictly an adversarial one, and there was
no collusion between [the parties] with respect to the Removal of
the [Action]," the Vesta Plan Trustee says.

Whether or not the prosecution of the State Court Action
contravenes the Plan Injunction and the Confirmation Order, the
Bankruptcy Court has jurisdiction over the Adversary Proceeding
because it pertains to the implementation, consummation, execution
and administration of Vesta's Plan of Liquidation, the Vesta Plan
Trustee asserts.

The Claims asserted in the State Court Action may appear to be
claims for direct injury to the Defendants, the Vesta Plan Trustee
avers.  In reality, the Plan Trustee points out, the Claims
constitute in large measure,  derivative claims under the laws of
the state of Delaware, which governs Vesta.

The Plan Trustee clarifies that no effort is being made in the
Adversary Proceeding to override the interest of former officers
or directors as Insured Persons under the D&O Policies.  The
Proceeding does not offend the priority of payments provision
under the Policies, he attests.

        Bankruptcy Court Sets Deadlines and Time Frames

Pursuant to Rule 7016 of the Federal Rules of Bankruptcy
Procedure, the Bankruptcy Court sets this time frame:

   Discovery                      --  October 14, 2008
   Dispositive Motion Deadline    --  October 28, 2008
   Deadline to File Replies       --  November 12, 2008
   Witness and Exhibits List      --  November 19, 2008
   Pretrial Briefs                --  November 19, 2008
   Trial Date                     --  December 3, 2008

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, Judge
Bennett rules.

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)  


VONAGE HOLDINGS: Extends Expiration Date of Tender Offer to Nov. 3
------------------------------------------------------------------
Vonage Holdings Corp. is extending the expiration date of its
previously announced offer to purchase for cash any and all of its
outstanding 5% Senior Unsecured Convertible Notes due 2010.  As
amended, the offer will now expire at noon, New York City time, on
Nov. 3, 2008, unless further extended or earlier terminated.
Vonage is now confident that the offer will expire and the Notes
validly tendered and not properly withdrawn will be accepted for
payment promptly after the stockholders meeting scheduled for
Nov. 3, 2008.

Tenders of Notes must be made on or prior to the expiration of the
offer, and Notes may be withdrawn at any time on or prior to the
time the Notes validly tendered are accepted for payment.  As of
5:00 p.m., New York City time on Oct. 15, 2008, $253.26 million
aggregate principal amount of Notes have been validly tendered and
not properly withdrawn.

Miller Buckfire & Co., LLC is acting as Dealer Manager and D.F.
King & Co., Inc. is acting as the Information Agent in connection
with the offer.

American Stock Transfer & Trust Company, LLC is the Depositary for
the offer.

For any questions concerning the offer or for copies of the
documents related to the offer contact D.F. King & Co., Inc. by
calling (212) 269-5550 (for banks and brokers) or 1-888-628-9011
(all others toll free).

                   About Vonage Holdings Corp.

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband               
telephone services with nearly 2.6 million subscriber lines.  The
company's Residential Premium Unlimited and Small Business  
Unlimited calling plans offer consumers unlimited local and long
distance calling, and features like call waiting, call forwarding
and voicemail  for a flat monthly rate.  Vonage's service is sold
on the web and through national retailers including Best Buy,
Circuit City, Wal-Mart Stores Inc. and Target and is available to
customers in the U.S., Canada and the United Kingdom.

                        Going Concern Doubt

BDO Seidman, LLP, in Woodbridge, New Jersey, raised substantial
doubt as to Vonage Holdings Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.

Vonage Holdings's balance sheet at June 30, 2008, showed
$466.1 million in total assets and $551.9 million in total
liabilities, resulting in an $85.8 million stockholders' deficit.


WASHINGTON MUTUAL: Taps Weil Gotshal as Lead Bankruptcy Counsel
---------------------------------------------------------------
Washington Mutual, Inc., and WMI Investment Corp., seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Weil, Gotshal & Manges LLP, as counsel in their Chapter 11
cases.

The Debtors have selected Weil Gotshal as their counsel because
of the firm's knowledge of the Debtors' business and financial
affairs.  Moreover, the Debtors note, the firm has an extensive
general experience and knowledge and is recognized for its
expertise in Chapter 11 reorganizations.

In addition, Weil Gotshal has represented the Debtors prior to
the Petition Date, with respect to seeking alternatives for
refinancing and the preparation for the Chapter 11 cases.  
Accordingly, the Debtors point out, Weil Gotshal has the
necessary background to deal effectively with the potential legal
issues and problems that may arise in the context of their
Chapter 11 cases.

As the Debtors' counsel, Weil Gotshal is contemplated to:

   (a) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       the Debtors' behalf, the defense of any actions commenced
       against the Debtors, the negotiation of disputes, and the
       preparation of objections to claims filed against the
       Debtors˙ estates;

   (b) prepare on behalf of the Debtors, all necessary motions,
       applications and other documents in connection with the
       administration of the Debtors' estates;

   (c) take all necessary actions in connection with a Chapter
       11 plan and disclosure statement; and

   (d) perform all other necessary legal services in connection
       with the prosecution of the Debtors' Chapter 11 cases.

The Debtors disclose that they have filed an application to
employ Richards, Layton & Finger, P.A., as their co-counsel.  In
this regard, Weil Gotshal will monitor carefully and coordinate
with RLF and other professional retained by the Debtors, to
clearly delineate their duties and prevent duplication of effort.

Weil Gotshal will be paid for its services according to these
hourly rates:

          Members and counsel     $650 to $950
          Associates              $355 to $595
          Paraprofessionals       $155 to $290

Weil Gotshal will also seek reimbursement of reasonable out-of-
pocket expenses it will incur.

Prior to the Petition Date, Weil Gotshal received from the
Debtors an aggregate of $950,000 for professional services
performed and expenses incurred as advance payments to cover an
estimate of charges for the period from September 16, 2008,
through the Petition Date.  

As of the Petition Date, the fees and expenses incurred by
Weil Gotshal approximated $700,000, resulting to a remaining
credit balance of $200,000 in favor of the Debtors, for future
professional services to be performed and expenses to be
incurred.  The $50,000 retainer, which the firm received on
Richard Layton's behalf, has been forwarded to RLF.

In an affidavit filed with the Court, Brian S. Rosen, Esq., a
member of Weil Gotshal, disclosed that his firm does not have any
connection with, or any interest adverse to, the Debtors, their
creditors, or any other party-in-interest.  Weil Gotshal is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code, Mr. Rosen assures the Court.

                     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 Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or        
215/945-7000)


WASHINGTON MUTUAL: Taps Richards Layton as Bankruptcy Co-Counsel
----------------------------------------------------------------
Washington Mutual, Inc., and WMI Investment Corp., seek authority
from the U.S. Bankruptcy Court for the District of Delaware
to employ Richards, Layton & Finger P.A., as their co-counsel.

The Debtors note that they are seeking a separate application to
retain Weil, Gotshal & Manges LLP as their lead counsel.  They
add that due to the extensive legal services necessitated by
their Chapter 11 cases, employing Richards Layton as co-counsel
is appropriate.

The Debtors believe that Richards Layton is well-qualified and
able to represent them in the Chapter 11 cases, owing to the
firm's extensive experience relating to the Debtors' and their
creditors' rights and business.

As co-counsel, Richards Layton is expected to render various
services to the Debtors and:

   (a) advise the Debtors of their rights, powers and duties;

   (b) protect and preserve the Debtors' estates, through
       prosecuting actions on the Debtors' behalf; defending the
       Debtors of any actions commenced against them; negotiating
       disputes involving the Debtors; and preparing objections
       to claims filed against the Debtors' estates; and

   (c) prepare all necessary motions, applications and other
       documents in connection with the administration of the
       Debtors' estates.

Richards Layton professionals will be paid according to these
standard hourly rates:

              Mark D. Collins           $610
              Chun I. Jang              $300
              Lee E. Kaufman            $275
              Cathy Greer               $185

Prior to the Petition Date, Richards Layton rendered legal
services for the Debtors' benefit and received a $50,000
retainer fee.  The Debtors propose that the Retainer paid to
Richards Layton be treated as "evergreen retainer" to be held
by the firm solely as security for unpaid expenses throughout
the Debtors' cases, until Richards Layton expenses are paid by
the Court's final order.

Mark D. Collins, Esq., a director at Richards Layton, assured the
Court that his firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.

Judge Mary Walrath will convene a hearing on October 30, 2008, to
consider the Debtors' request.  Responses or objections to the
Application must be filed on or before October 23, absent which,
the Court may approve the request without further notice or
hearing.

                     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 Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or        
215/945-7000)


WASHINGTON MUTUAL: Wants to Hire KCC as Claims and Noticing Agent
-----------------------------------------------------------------
Washington Mutual, Inc., and WMI Investment Corp., seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Kurtzman Carson Consultants as (i) their claims and
noticing agent, pursuant to the terms of a services agreement,  
dated Oct. 8, 2008, and (ii) agent to the Bankruptcy Court
for the administration of their Chapter 11 cases.

The Debtors disclose that noticing, receiving, docketing and
maintaining more than 200 creditors in their cases will be unduly
time consuming for the Office of the Clerk of the Bankruptcy
Court.  KCC's efficient and economical methods will allow them to
to handle the voluminous claims properly.

Pursuant to the Services Agreement, Kurtzman Carson, as the
Debtors' claims agent, will:

   (a) notify all potential creditors of the Chapter 11 cases,
       and of the first meeting of creditors pursuant to Section
       341 of the Bankruptcy Code;

   (b) prepare and serve Court documents on behalf of the
       Debtors;

   (c) assist the Debtors in preparing their schedules of assets
       and liabilities, and statements of financial affairs, by
       listing, among other things, the Debtors' known creditors;

   (d) maintain a copy service from which parties may obtain
       copies of relevant documents relating to the Chapter 11
       cases;

   (e) notify all potential creditors of the existence and amount
       of their claims as set forth in the Schedules;

   (f) furnish a form for the filing of claims, after approval of
       notice and form by the Court, and provide a notice of the
       Claims Bar Date;

   (g) file with the Clerk's office a copy of the Bar Date
       Notice;

   (h) docket all claims filed, and maintain the official claims
       register for the Debtors;

   (i) specify information relating to the claims in the Claims
       Register;

   (j) implement necessary security measures to ensure the
       completeness and integrity of the Claims Register;

   (k) relocate all of the actual claims filed with the Court, if
       necessary;

   (l) record all transfer of claims;

   (m) modify the Claims Register as the Court may direct;

   (n) turn over copies of the Claims Register to the Clerk's
       Office for review;

   (o) maintain official mailing list for each Debtor of all
       entities that have filed claims;

   (p) establish and maintain a case Web site with case
       information;

   (q) assist in the solicitation and calculation of votes, and
       distributions, as required for the confirmation and
       consummation of a Chapter 11 plan; and

   (i) submit an order dismissing Kurtzman Carson as the Court's
       outside agent, and terminating the services within 30 days
       prior to the closing of the WaMu's Chapter 11 cases.

Among other things, Kurtzman Carson will be paid in accordance
with its consulting services' hourly rates, as detailed in the
KCC Fee Structure:

     Clerical                             $45
     Project Specialist                   $80
     Consultant                           $165
     Senior Consultant                    $255
     Senior Managing Consultant           $295
     Technology/Programming Consultant    $145

In addition to the Hourly Fees, Kurtzman Carson will also be
reimbursed for its necessary out-of-pocket expenses.

Kurtzman Carson will receive a $100,000 retainer for services to
be performed and expenses to be incurred upon the execution of
the Services Agreement.

Sheryl Betance, a director of KCC's Restructuring Services,
assures the Court that her firm does not represent any interest
adverse to the Debtors' estates.

A hearing to consider approval of the Debtors' Application will
be held on October 30, 2008.  Objections, if any, must be filed
no later than October 23.  If no objections to the Application
are timely filed, the Court may approve the request without
further notice or hearing.

                     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 Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or        
215/945-7000)


WATERFORD LAKES: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Waterford Lakes Carwash, LLC
        340 S Alafaya Trail
        Orlando, FL 32828

Bankruptcy Case No.: 08-09534

Type of Business: The Debtor provides car wash services.

Chapter 11 Petition Date: October 16, 2008

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtor's Counsel: Frank M. Wolff, Esq.
                  fwolff@whmh.com
                  Wolff Hill McFarlin & Herron PA
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681

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/flmb08-09534.pdf


WELLS FARGO: Moody's Lowers Ratings on 53 Tranches from Six RMBS
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 53
tranches from 6 subprime RMBS transactions issued by Wells Fargo.  
Additionally, three ratings were confirmed after previously being
on review for possible further downgrade.  The collateral backing
these transactions consists primarily of first-lien, fixed and
adjustable-rate, subprime residential mortgage loans.

These actions follow and are as a result of Moody's September 18,
2008 announcement that it had updated its loss projections on
first-lien subprime RMBS.

Complete rating actions are:

Issuer: Wells Fargo Home Equity Asset-Backed Securities 2005-3
Trust

  -- Cl. M-10, Confirmed at B2
  -- Cl. M-11, Downgraded to Caa1 from B3

Issuer: Wells Fargo Home Equity Asset-Backed Securities 2006-1
Trust

  -- Cl. M-2, Downgraded to Aa3 from Aa2
  -- Cl. M-3, Downgraded to A2 from A1
  -- Cl. M-5, Confirmed at B1
  -- Cl. M-6, Confirmed at B2
  -- Cl. M-7, Downgraded to Ca from B3
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. M-9, Downgraded to C from Caa2
  -- Cl. M-10, Downgraded to C from Ca

Issuer: Wells Fargo Home Equity Asset-Backed Securities 2006-2
Trust

  -- Cl. A-4, Downgraded to Aa2 from Aaa
  -- Cl. M-1, Downgraded to Baa1 from Aa1
  -- Cl. M-2, Downgraded to Ba1 from Aa3
  -- Cl. M-3, Downgraded to B2 from Baa1
  -- Cl. M-4, Downgraded to Caa2 from Ba2
  -- Cl. M-5, Downgraded to C from B1
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3

Issuer: Wells Fargo Home Equity Asset-Backed Securities 2006-3
Trust

  -- Cl. A-2, Downgraded to A3 from Aaa
  -- Cl. A-3, Downgraded to Baa1 from Aaa
  -- Cl. M-1, Downgraded to Ba2 from Baa1
  -- Cl. M-2, Downgraded to Caa2 from Ba3
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. B-1, Downgraded to C from B3
  -- Cl. B-2, Downgraded to C from Caa1
  -- Cl. B-3, Downgraded to C from Caa2
  -- Cl. B-4, Downgraded to C from Ca

Issuer: Wells Fargo Home Equity Asset-Backed Securities 2007-1
Trust

  -- Cl. A-2, Downgraded to Ba1 from Aa2
  -- Cl. A-3, Downgraded to Ba2 from A2
  -- Cl. M-1, Downgraded to B3 from Ba3
  -- Cl. M-2, Downgraded to Caa3 from B1
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. B-1, Downgraded to C from Caa1
  -- Cl. B-2, Downgraded to C from Caa2
  -- Cl. B-3, Downgraded to C from Caa3

Issuer: Wells Fargo Home Equity Asset-Backed Securities 2007-2
Trust

  -- Cl. A-2, Downgraded to Aa2 from Aaa
  -- Cl. A-3, Downgraded to B1 from Aaa
  -- Cl. A-4, Downgraded to Caa2 from A3
  -- Cl. M-1, Downgraded to C from Ba3
  -- Cl. M-2, Downgraded to C from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Caa2
  -- Cl. M-7, Downgraded to C from Caa3
  -- Cl. M-8, Downgraded to C from Ca
  -- Cl. M-9, Downgraded to C from Ca
  -- Cl. B-1, Downgraded to C from Ca


WERNER LADDER: NY Court Transfers $1 Billion Lawsuit to Delaware
----------------------------------------------------------------
Judge Richard M. Berman of the U.S. District Court for the New
York District Court ruled that the lawsuit against more than
200 former shareholders, directors, officers, and advisors of
Werner Holding Co., Inc., and affiliates, is transferred to the
U.S. District Court for the District of Delaware.

The lawsuit, filed on Jan. 24, 2008, by the Old Ladder
Litigation Co., LLC, as Litigation Designee,  seeks, among other
things, to recover on behalf of Werner's unsecured creditors in
excess of $480,000,000 in alleged "fraudulent transfers" made by
Werner to certain entities, including Investcorp Bank, B.S.C., in
1997 and 2003.

The Litigation Designee alleges in the lawsuit that Werner's
former owners and other insiders stripped nearly $500,000,000 in
cash out of the company before its bankruptcy liquidation.  An
"expensive bid" to restructure Werner Holding Co. (DE), Inc., and
its debtor-affiliates in Chapter 11 failed in 2007, "leaving
hedge funds including Levine Leichtman Capital Partners to take
over the Debtors' remaining operations in a deal that left more
than $1 billion in unpaid debt," the Associated Press reported in
January 2008.

In June 2008, Investcorp and other defendants moved for a
transfer of the lawsuit to the Delaware District Court, or, in
the alternative, to dismiss the Complaint.

In their request, the Defendants argued that transferring the
venue to Delaware will conserve time and costs for the parties as
the Delaware Court knows more about Werner's history and
financial affairs than any other court.  The Defendants further
argued that the Litigation Designee filed the Complaint in New
York to avoid "unfavorable Third Circuit precedent" that provides
the Defendants with an "absolute defense" to the fraudulent
transfer claims.

The Litigation Designee objected to the transfer request, arguing
that there is no judicial advantage in having the lawsuit
transferred as the Plaintiff will not consent to a jury trial in
Delaware.  The Litigation Designee also contended that the
Defendants' allegation that the Plaintiff is just forum shopping
is untrue.

Oral argument on the venue issue was held on October 8 before
Judge Berman.

Judge Berman held that the factors identified in In re Burns v.
Grupo Mexico S.A. de C.V., No. 07 Civ. 3496, 2007 WL 4046762, at
*5 (S.D.N.Y. Nov. 16, 2007) favor transfer of the lawsuit to the
Delaware District Court.

Transfer of the lawsuit to the Delaware District Court will
promote the efficient administration of the Werner estate because
it will place the litigation in the same court as the bankruptcy
case, Judge Berman ruled.  The Litigation Designee also recently
filed preference actions in the U.S. Bankruptcy Court for the
District of Delaware with pre-trial and solvency consideration
that will substantially overlap issues in the lawsuit.

The Delaware Bankruptcy Court, Judge Berman pointed out, has
presided over the Werner bankruptcy cases for more than two years
and is currently "knee-deep" in "on-going discovery by Plaintiff
. . . from Defendants in the avoidance actions related to the
allegations in the Complaint.  Transferring the venue, he said,
will conserve judicial resources as the more than 100 preference
actions the Litigation Designee filed in the Delaware Bankruptcy
Court will require that Court to determine whether the Debtors
were solvent, which is an issue also raised in the New York
Complaint.  Moreover, the Delaware Bankruptcy Court's familiarity
with issues in Werner's bankruptcy cases will still allow for
significant judicial efficiencies by presiding over pretrial
matters for the New York Complaint until it is trial ready.

Because Werner is organized under the laws of the State of
Delaware, Delaware has an interest in litigation regarding
companies incorporated within its jurisdiction, Judge Berman
held.

The factors of having "fair trial in the possible venues" and
"enforceability of judgment" are neutral because the parties are
capable of receiving a fair trial in either Court and because the
enforceability of a judgment would not be affected by the
transfer.

Judge Berman added that the Defendants argue persuasively that
the Litigation Designee commenced the lawsuit in New York and not
in Delaware to avoid "binding Third Circuit precedent" that may
provide the Defendants an absolute defense to the Litigation
Designee's fraudulent transfer claims under Section 544 of the
Bankruptcy Code and to seek to take advantage of a seemingly
favorable decision on the same issue by a bankruptcy judge in the
Eastern District of New York in In re Official Comm. of Unsecured
Creditors v. Lattman (In re Norstan Apparel Shops, Inc.) 367 B.R.
68, 77 (Bank. E.D.N.Y. 2007).

                       About Werner Ladder

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--                
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).   

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.   
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  

Earlier, on June 19, 2007, the Creditors Committee submitted its
Liquidating Plan and Disclosure Statement for Werner.  
On Sept. 10, 2007, the Committee filed an Amended Plan and
Disclosure Statement.  On Sept. 13, 2007, the Committee filed its
2nd Amended Plan and on September 14, the Court approved the
adequacy of the Amended Disclosure Statement explaining the 2nd
Amended Plan.  The Court confirmed the 2nd Amended Plan on October
25.  New Werner Holding Co. (DE), LLC, a newly formed corporation,
purchased substantially all the Debtors' assets in 2007.  New
Werner is a separate operating company.

(Werner Ladder Bankruptcy News, Issue No. 57; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or    
215/945-7000).


WEST CONTRA: S&P Lifts Underlying Rating to 'A+' from 'C'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its underlying rating to
'A+' from 'C' and revised its outlook to stable from developing on
West Contra Costa HealthCare District, California's certificates
of participation, series 2004.

"The raised rating reflects a court order confirming the
district's plan for the adjustment of debt, which classifies the
certificates as a secured unimpaired claim," said Standard &
Poor's credit analyst Misty Newland.  "In addition, the rating is
supported by a large and mature parcel tax base that benefits from
its participation in the San Francisco Bay Area economy."

The proceeds of certificates were used to support four months of
working capital.  Although the district currently has no debt
plans, additional deficit financing bonds may be needed to relieve
continued operational pressures.

The district filed for Chapter 9 bankruptcy protection on Oct. 1,
2006.  The plan for the adjustment of debt includes the district's
funding and treatment of creditors, which was filed in the U.S.
Bankruptcy Court on June 3, 2008.  The court order confirming the
plan went into effect Aug. 15, 2008.  

The district serves an estimated population of 250,000 in West
Contra County, about 15 miles northeast of the City of San
Francisco.  The district owns Doctors Medical Center - San Pablo,
a 247-bed acute care hospital, with a primary service area that
encompasses the cities of Richmond, San Pablo, El Cerrito, Pinole,
and Hercules, as well as the unincorporated communities of
Rodeo and El Sobrante.  The district also owns two medical office
buildings adjacent to the hospital.  


WESTERN REFINING: S&P Keeps 'B+' Rating Under Negative CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings of
refining and marketing company Western Refining Inc. (B+/Watch
Neg/--) will remain on CreditWatch with negative implications,
where S&P placed them on April 30, 2008.

"Anticipated improvement in financial results during the third
quarter, combined with covenant amendments received during the
second quarter, should provide an adequate platform for near-term
covenant compliance," noted Standard & Poor's credit analyst Paul
Harvey.  In addition, Western has begun a strategic review of its
assets, including its Yorktown refinery, with expectations that it
will use any proceeds from an assets sale to repay debt.  S&P
expects Western to complete any asset sales and debt repayment
during first-quarter 2009.

"However, if by March 31, 2009, Western fails to have an explicit
route to sustained deleveraging, likely through asset sales, to
4.5x debt to EBITDA or below, we would lower the ratings," Mr.
Harvey stated.

In addition, any deleveraging must provide the ability to remain
compliant with future revised or tightened financial covenants.  
Standard & Poor's remains concerned about Western's existing high
debt leverage and ability to meet its tighter financial covenants
after March 31, 2009 if its debt levels have not decreased.


WORLDSPACE INC: Files for Chapter 11 Bankruptcy in Delaware
-----------------------------------------------------------
WorldSpace Inc., along with its two affiliates, WorldSpace
Systems Corporation and AfriSpace Inc., filed voluntary petition
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware.

The WorldSpace's board of directors unanimously determined that
Chapter 11 reorganization was necessary for the company to engage
in an orderly process to (i) raise sufficient funds; and (ii)
repay its senior secured and convertible notes by a sale of its
assets or a recapitalization of the company.

The company listed $307,382,000 in total assets and $2,122,904,000
in total liabilities.  The company owes roughly $95,644,103 to
its unsecured creditors including (i) Yenura Pte. Ltd. owing
$55,221,413 in loan; (ii) Micronas GmbH owring $18,241,736 in
trade debt; and Fraunhofer Institute for Integrated Circuits owing
$4,445,212 in trade debt.

In conjunction with the filing, the company asked the Court to
obtain up to $13 million in debtor-in-possession financing from
holders of its existing senior secured and convertible notes for a
period of 90 days to facilitate a sale transaction.  A hearing is
set today, Oct. 20 at 3:00 p.m., at 824 Market Street, 6th floor,
Courtroom #2 in Wilmington, Delaware, to consider approval of the
motion.

The company said that the financing facility is expected to enable
the company to continue to pay salaries of critical employees and
continue operations which are critical to preserving the value of
its core assets through the term of the facility.

The company will continue to operate its business and manage its
assets as a "debtor-in-possession" under the jurisdiction of the
Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the court.

On Sept. 19, 2008, the company reached an agreement in principle
with each of the four holders of its amended and restated secured
notes and second amended and restated convertible notes to defer
until Sept. 25, 2008, its obligation to pay $19.97 million in
principal amount of the secured notes, plus accrued but unpaid
interest due on notes, which was payable on Sept. 15, 2008.

The company was working on developing a comprehensive operational
and financial restructuring plan for addressing both its immediate
and longer term financing requirements.  The Company intended to
present the plan to the holders by Sept. 25, 2008, and to seek
their cooperation in facilitating the implementation of the plan.

Under the agreement, the company agreed to use its reasonable best
efforts to appoint a chief restructuring officer acceptable to the
holders by Sept. 30, 2008.  In addition, in connection with the
agreement, Noah Samara agreed to step down from his positions as
CEO and chairman of the company's board if amounts due under the
secured notes are not paid by Sept. 25, 2008.

The holders have not entered into a further forbearance agreement
with the company, as of Sept. 30, 2008.

Pachulski Stang Ziehl & Jones LLP and Shearman & Sterling LLP
represent the company as its counsel.

The Bank Street Group LLC represents the company as its financial
adviser.

                         About WorldSpace

Based in the Washington, D.C., WorldSpace Inc. --
http://www.1worldspace.com/-- is a media and entertainment
company.  The company offers news, sports and music entertainment,
and educational programs.


WORLDSPACE INC: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: WorldSpace, Inc.
        8515 Georgia Avenue
        Silver Spring, MD 20910

Bankruptcy Case No.: 08-12412

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
WorldSpace Systems Corporation                     08-12413
AfriSpace, Inc.                                    08-12414

Type of Business: The Debtor is a media and entertainment
                  company.  The company offers news, sports and
                  music entertainment, and educational programs.

                  See: http://www.1worldspace.com/

Chapter 11 Petition Date: October 17, 2008

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: Laura Davis Jones, Esq.
                  ljones@pszjlaw.com
                  Pachulski Stang Ziehl & Jones LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

                      --  and --

                  Shearman & Sterling LLP

Financial Adviser: The Bank Street Group LLC

Total Assets: $307,382,000

Total Debts: $2,122,904,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Yenura Pte., Ltd.              loan              $55,221,413
c/o Citilegal LLC
7 Temaskek Blvd.
#21-02 Suntec Tower One
Singapore 038987
Tel: (011) 65 63333 1611
Fax: (011) 65 6338 6277

Micronas GmbH                  trade debt        $18,241,736
c/o Ms. Isabelle Blank
Hans-Bunte Strasse 19
Freiburg 79108 Germany
Tel: 49 761 517 2695
Fax: 49 761 517 2174

Fraunhofer Institute for       trade debt        $4,445,212
Integrated Circuits
c/o Ernts Ebertein
AM Wolfsmantel 33
Erlangen D-91058
Germany
Tel: 49 9131 776 6320
Fax: 49 9131 776 6399

Flextronics                    trade debt        $2,342,657
c/o Richard L. Foley
2 Robbins Road
Westford, MA 01886
Tel: (978) 392 3010
Fax: (978) 392-3011

Thales Alenia Space France     trade debt        $2,203,709
c/o Denis Laulan
26 Avenue J.F. Champollion
Toulouse 31100 France
Tel: 33-5-34-353-637
Fax: 22-5-34-35-51-18

Delphi Delco Electronics       trade debt        $1,222,254
Europe GmbH
c/o Dr. Andreas Hunscher
Tee Center
Bad Salzdetfurth D 31162
Germany
Tel: (765) 451-4963
Fax: (765) 451-7697

Baker & McKenzie               trade debt        $1,148,828
c/o Jeffrey Cohen
1114 Avenue of the Americas
New York, NY 10036
Tel: (212) 626-4100
Fax: (212) 310-1600

International Space Brokers    trade debt        $990,366
c/o John Cozi
1200 Wilson Blvd.
Arlington, VA 22209
Tel: (703) 841-1334
Fax: (703) 276-4901

SED Systems Inc.               trade debt        $986,277
c/o Jim Rennie
P.O. Box 1464
Saskatoon, Saskatchewan
Canada 57K 3P7
Tel: (306) 933-1524
Fax: (306) 933-1486

IFPI (South East Asia) Ltd.    trade debt        $948,152
c/o Winnie Wong
16/F Guardian House
32 Oi Kwan Road
Wanchai Hong Kong
Tel: (852) 2866-6862
Fax: (852) 2865-6326

Phonographic Performance       trade debt        $657,894
Limited
Crescent Towers, B68, 7th fl.
Veera Estate off New Link Rd.
Mumbai, India
Tel: 2673-6301
Fax: 2673-6304

Astrium SAS                    trade debt        $650,549
31 rue de Cosmonautes
Toulouse, France 31402
Tel: 33-5-6219-9069
Fax: 33-5-6219-7485

Sanyo-Mgt                      trade debt        $612,250
c/o Toshio Shiozawa
Hiyoshi-cho 2-Chome 5-15
Moriguchi City, Osaka
Japan 449-843
Tel: 81-72-872-0011
Fax: 81-72-870-6070

Delphi Electronic and Safety   trade debt        $600,000
One Corporate Center
P.O. Box 9005
M/S 9A222
Kokomo, IN 46904-9005
Tel: (765) 451-4963
Fax: (765) 451-7697

ST Microelectronics S.r.L      trade debt        $592,852
c/o Keitumetse Setshedi
P.O. Box 31609
Braamfontein 2017
Tel: 27(0) 11-489-5093
Fax: 27(0) 11-489-5099

Accenture LLP                  trade debt        $523,931
c/o Clifford K. Bartlett
One Freedom Square
11951 Freedom Drive
Reston, VA 20190
Tel: (703) 947-3022
Fax: (703) 947-2200

BPL Techno Vision Pvt. Ltd.    trade debt        $506,046
c/o Gopi Nath
17KM Old Madras Road
Avanahall Bangalore, India
Tel: (988) 664-5707
Fax: 91-80-41220721

Antrix Corporation Limited     trade debt        $482,661
c/o TS Shoba
Antariksh Comples
Bangalore India 560094
Tel: 91 80 2341 6273
Fax: 91 80 2341 8981

Performing Rights Society      trade debt        $400,967
Limited
c/o Nick Edwards
29-33 Berners Street
London WIT 3AB UK
Tel: 44 20 7306 4260
Fax: 44 20 7631 8949

ESP Star Sports                trade debt        $400,000
c/o Jamie Davis
151 Lorong Chuan #01-01
New Tech Park Singapore
556741
Tel: 65-6488-6500
Fax: 65-6488-6407

American Express Travel        trade debt        $336,943
P.O. Box 360001
Ft. Lauderdale, FL 33336
Tel: (800) 492-5339
Fax: (800) 695-9090

Fiat Group Automobiles         trade debt        $304,375
c/o Giuseppe Bonollo
Corso Agnelli 200
Torino 10135 Italy
Tel: 39 0011 00 31 11 11
Fax: 39 01 1396879

Gabon Telecom S.A. BP          trade debt        $290,964
c/o Tania Sickout
40 000 Liberville
Gabon
Tel: 241-78-79-80
Fax: 2411-78-79-87

Universidad de Chile           trade debt        $286,740
c/o Martin Arluciaga
Centro de Estudios Espaciales
Arturo Prat 117
Santiago, Chile
Tel: 56 2 555 3400
Fax: 56 2 556 1489

SAP America Inc.               trade debt        $277,113
c/o Scott Walbridge
P.O. Box 7780-824024
Phila, PA 19182-4024
Tel: (610) 661-6981
Fax: (610) 661-6982

Wistron NeWeb Corp.            trade debt        $259,995
c/o Michelle Lin
N. 10 Li-Hsin Road I
Science-based Industrial Park
1-Hsinchu 300, Taiwan, ROC
Tel: 886-3-666-7799
Fax: 886-3-666-7711

Paul Hastings Janofsky &       trade debt        $243,443
Walker
c/o Ms. Tara Guinta
875 15th Street, N.W.
Washington, D.C. 20005
Tel: (202) 551-1791
Fax: (202) 551-0191

Certicom Corp.                 trade debt        $235,097
c/o David Sequino
1800 Alexander Bell Drive
Suite 400
Reston, VA 20191
Tel: (905) 501-3813
Fax: (905) 501-5507

Microsoft Licensing Corp.      trade debt        $231,679
c/o Amy Horsman
1401 Elm St., 5th Floor
Dept. 842467
Dallas, TX 75202
Tel: (425) 722-4987
Tel: (425) 936-7329


W.R. GRACE: Court Denies Libby Claimants' 2nd Reconsideration Plea
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
denied the Libby Claimants' requests to reconsider a scheduling
order relating to the Plan confirmation process entered October 1,
2008.

The Libby claimants ask the Court to expedite the consideration
of their request in light of the impending October 17, 2008,
objection deadline for the Disclosure Statement approval.  The
Libby Claimants also ask for relief from the Court's Case
Management Order.

Several claimants injured by exposure to asbestos from the
Debtors' operations in Libby, Montana, previously asked the Court
to reconsider the scheduling order relating to the Plan
confirmation process entered October 1, 2008.  However, the Libby
Claimants' request was denied by the Court for failure to comply
with the Court's order establishing case management procedures
and hearing schedule and the Local Rules of Bankruptcy Procedure.   
To address, the Court's concerns, the Libby Claimants files
another request to reconsider the October 1 Order.

Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, maintains that the Debtors' Joint Plan of
Reorganization and the accompanying Disclosure Statement were
incomplete.  He contends that the Debtors' request to shorten the
objection deadline was contrary to Rule 2002(b) of the Federal
Rules of Bankruptcy Procedure and the Case Management Order.

Mr. Landis argues that the Plan and related documents do not
reflect an agreement with the Libby Claimants on how their claims
should be treated because the Libby Claimants' interests and
concerns have not been fairly addressed in the Plan.  He points
out that the Plan provides for the satisfaction of other asbestos
claimants while leaving the Libby Claimants with no assurance of
a fair distribution.

In addition, Mr. Landis tells the Court that the Libby Claimants'
counsel have no time to review advance drafts of the Plan or the
Disclosure Statement and prepare appropriate objections to
approval of the Disclosure Statement if the deadline for
objections is October 17, 2008.  He notes that the Disclosure
Statement consists of 146 single-space pages, while the Plan
consists of 104 single-spaced pages, accompanied by an exhibit
book consisting of hundreds of pages more.

Furthermore, Mr. Landis argues that numerous exhibits are
missing, including an exhibit listing parties that will be
protected by the proposed channeling injunction.

                          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 Takes Rating Actions on Various U.S. CDO Transactions
-----------------------------------------------------------
Standard & Poor's Ratings Services took rating actions on various
U.S. synthetic collateralized debt obligation transactions the
September month-end batch run:

     -- S&P placed 63 ratings on CreditWatch with negative
        implications;

     -- S&P lowered 37 ratings; and
     -- S&P affirmed 14 ratings and removed them from CreditWatch
        negative.

The CreditWatch negative placements reflect negative rating
migration in the portfolios and the fact that the synthetic rated
overcollateralization ratios for the affected transactions had
fallen below 100% as of the September month-end run.  The
downgrades affected classes that had SROC ratios below 100% as of
the September month-end run and at a 90-day forward run; the
affirmations and CreditWatch negative removals affected classes
that had SROC ratios that were at or over 100% at their current
rating level.

                            Ratings List

ABACUS 2004-1 Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A                        A-                  A+
B                        BB+                 BBB+
C                        CCC+                BB

ABACUS 2004-2 Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
B                        BB                  BB+
C                        B-                  B

ABACUS 2005-1 Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A-2                      AA+                 AAA
B                        A+                  AA
C                        BBB+                A-
D                        BB+                 BBB

ABACUS 2005-2 Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
D                        CCC-                CCC

ABACUS 2005-3 Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
B                        BBB+                A+
B Series 2               BBB+                A+
C                        BBB                 A-
C Series2                BBB                 A-
D                        BB                  BB+
D Series 2               BB                  BB+
D Series 3               BB                  BB+

ABACUS 2005-5 Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A-1                      A-                  A+

ABACUS 2006-17 Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
C                        A+                  AA-

ABSpoke 2005-X Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
VFRN                     B                   B+

ABSpoke 2005-XA Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
VFRN                     BB+                 BBB-

ABSpoke 2005-XII B Segregated Portfolio of SPGS SPC
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
VFRN                     CCC+                B-

Archstone Synthetic CDO II SPC
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
B-2                      AA                  AA/Watch Neg
B-3                      AA                  AA/Watch Neg
B-4                      AA                  AA/Watch Neg

Arlo III Ltd.
ARLO III Limited Series 2005 (Hyde Park)
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    BBB/Watch Neg       BBB

Calibre 2004-XI Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Single Tra               Ap/Watch Neg        Ap

Credit and Repackaged Securities Ltd.
2007-18
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    BB-/Watch Neg       BB-

Credit Default Swap
The Bank of Nova Scotia - Script Securitisation Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Tranche                  CCC+srp/Watch Neg   CCC+srp

Credit Default Swap
Swap Risk Rating-Portfolio, CDS Reference #230681 - MAPLES
2007-12
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Tranche                  BB+srp/Watch Neg    BB+srp

Credit Default Swap
Swap Risk Rating - Portfolio CDS Ref No. SDB506551435
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    AAAsrp/Watch Neg    AAAsrp

Credit Default Swap
Swap Risk Rating - Portfolio CDS Ref No. SDB506551423
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    AAAsrp/Watch Neg    AAAsrp

Credit Default Swap
Swap Risk Rating - Portfolio CDS Ref No. SDB506494096
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    AAAsrp/Watch Neg    AAAsrp

Credit Default Swap
Swap Risk Rating - Portfolio CDS Ref No. SDB506551442
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    AAAsrp/Watch Neg    AAAsrp

Credit Default Swap
Swap Risk Rating - Portfolio CDS Ref No. SDB506551445
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    AAAsrp/Watch Neg    AAAsrp

Credit Default Swap
Swap Risk Rating - Portfolio CDS Ref No. SDB506550851
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    AAAsrp/Watch Neg    AAAsrp

Credit Default Swap
Swap Risk Rating - Portfolio CDS Ref No. SDB506551383
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    AAAsrp/Watch Neg    AAAsrp

Credit Default Swap
Swap Risk Rating - Portfolio CDS Ref. No. SDB506551403
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    AAAsrp/Watch Neg    AAAsrp

Credit Default Swap
Swap Risk rating - Portfolio CDS Ref No. SDB506551406
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    AAAsrp/Watch Neg    AAAsrp

Credit Default Swap
Swap Risk rating - Portfolio CDS Ref No. SDB506551414
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    AAAsrp/Watch Neg    AAAsrp

Credit Linked Notes Ltd. 2005-1
2005-1
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    BBB-/Watch Neg      BBB-

Dallaglio CDO 2005-4 Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
B                        CCC                 CCC+

Eirles Two Ltd.
211
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
211                      BBB-                BBB

Eirles Two Ltd.
210
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Series 210               BBB-                BBB

Eirles Two Ltd.
209
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Series 209               BBB+                A-

Eirles Two Ltd.
208
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Series 208               A                   A+

Eirles Two Ltd.
242-245 & 247
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Series 242               BB-                 BB+
Series 243               CCC+                B-
Series 244               CCC-                CCC
Series 245               B                   B+
Series 247               CCC+                B-

Herald Ltd.
24
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
24                       A-/Watch Neg        A-

High Grade Structured Credit 2004-1 Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
C                        AA+                 AAA
D                        A                   A+

Infiniti SPC Ltd.
Aladdin Synthetic CDO 2006-1
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A                        AAA/Watch Neg       AAA

Infiniti SPC Ltd.
Kenmore Street Synthetic CDO 2006-2 Segregated Portfolio
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
7A-1                     AAA/Watch Neg       AAA

Ixion PLC
27
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    CCC-                CCC+

Landgrove Synthetic CDO SPC
2007-2
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
7A2 Sr                   AAA/Watch Neg       AAA

Lunar Funding I Ltd.
10
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
10                      AAA/Watch Neg       AAA

Mint 2005-1 Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
2A                       AAA/Watch Neg       AAA
A-1                      AAA/Watch Neg       AAA
A-2                      AAA/Watch Neg       AAA

Mistletoe ORSO Trust 2
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Cr Link                  AAA/Watch Neg       AAA

Morgan Stanley ACES SPC
2006-7
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
IA                       BBB/Watch Neg       BBB

Morgan Stanley ACES SPC
2006-13
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
II                       BBB-/Watch Neg      BBB-

Morgan Stanley ACES SPC
2006-18
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    AA/Watch Neg        AA

Morgan Stanley ACES SPC
2007-6
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
IIIA                     A+                  A+/Watch Neg

Morgan Stanley ACES SPC
2007-13
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
IIA                      BBB+/Watch Neg      BBB+
IIB                      BBB+/Watch Neg      BBB+

Morgan Stanley Managed ACES SPC
2005-1
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
II A                     AA/Watch Neg        AA
II B                     AA/Watch Neg        AA

Morgan Stanley Managed ACES SPC
2006-3
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
II                       AA/Watch Neg        AA

Morgan Stanley Managed ACES SPC
2006-4
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
II                       AA/Watch Neg        AA

Morgan Stanley Managed ACES SPC
2007-15
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
IA                       AAA/Watch Neg       AAA

Newport Waves CDO
1
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A1-$LS                   AA                  AA/Watch Neg
A3-$LMS                  AA                  AA/Watch Neg

Newport Waves CDO
2
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A1-$LS                   AA                  AA/Watch Neg
A1A-$LS                  AA                  AA/Watch Neg
A1B-$LS                  AA                  AA/Watch Neg
A7-$LS                   BBB-                BBB-/Watch Neg

Newport Waves CDO
5
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A1-$LMS                  AAA                 AAA/Watch Neg
A3-$LMS                  AA                  AA/Watch Neg

Newport Waves CDO
7
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A1A-ELS                  AA                  AA/Watch Neg
A1-ELS                   AA                  AA/Watch Neg

North Street Referenced Linked Notes 2004-6 Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A                        BBB+                AA

Oban Trust
2006-1
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A                        BBB/Watch Neg       BBB

Omega Capital Investments PLC
19
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A-1E                     AAA/Watch Neg       AAA
A-1U                     AAA/Watch Neg       AAA

PARCS Master Trust
PARCS Master Trust Class 2007-16 Emory Units
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Units                    BBB/Watch Neg       BBB

PARCS Master Trust
Parcs Mater Trust, Class 2007-18 Piedmont Units, Due 2017
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Trust Unit               BBB+/Watch Neg      BBB+

PARCS-R Master Trust
2007-13
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Trust Unit               AAA/Watch Neg       AAA

REVE SPC
REVE SPC Segregated Portfolio of Dryden XVII Notes - 34, 36,
37, 38, 39, & 40
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Series 34                AA/Watch Neg        AA

REVE SPC
48
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    AAA/Watch Neg       AAA

REVE SPC
53
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
JSS                      AAA/Watch Neg       AAA

Rutland Rated Investments
Dryden XII - IG Synthetic CDO 2006-1 - DRYDEN06-1
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A3C-$LS                  AA+/Watch Neg       AA+

Rutland Rated Investments
2006-2 (28)
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A1A-L                    AAA/Watch Neg       AAA

Rutland Rated Investments
Rumson 2007-1 (Series 38)
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A1-L                     AAA/Watch Neg       AAA
A3-L                     AA/Watch Neg        AA

Rutland Rated Investments
Rutland Rated Investments Archer 2007-1 (Series 44)
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A1-L                     AAA/Watch Neg       AAA

Rutland Rated Investments
Rutland Rated Investments Archer 2007-1 (Series 45)
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A1-L1                    AAA/Watch Neg       AAA
A3-F                     AA/Watch Neg        AA
A3-L                     AA/Watch Neg        AA

SALS B-2004-1
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Ser 2385                 BB+/Watch Neg       BB+

SPGS SPC
2006-IA
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    CCC+                B-

STEERS Thayer Gate CDO Trust, Series 2006-9
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Trust Unit               BBB+/Watch Neg      BBB+

STRATA Trust Series 2006-10
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    AAA/Watch Neg       AAA

Terra CDO SPC Ltd.
2007-2 SEGREGATED PORTFOL
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A1                       BBB/Watch Neg       BBB

Terra CDO SPC Ltd.
2007-5 SEGREGATED PORTFOL
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A                        BBB/Watch Neg       BBB
B1                       BB/Watch Neg        BB
B2                       BB/Watch Neg        BB

TIERS Derby Synthetic CDO Floating Rate Credit Linked Trust
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
2007-17                  AAA/Watch Neg       AAA

TIERS Maine Floating Rate Credit Trust 2007-24
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Cert                     BBB+/Watch Neg      BBB+

Tribune Ltd.
50
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
Notes                    AA/Watch Neg        AA

True North No. 3 (CDO) Ltd.
                                 Rating
                                 ------
Class                    To                  From
-----                    --                  ----
A                        AA/Watch Neg        AA


* BOND PRICING: For the Week of Oct. 12 - Oct. 18, 2008
-------------------------------------------------------

Issuer                Coupon Maturity  Bid Price
------                ------ --------
---------                                            
ABITIBI-CONS FIN      7.875% 8/1/2009      75.00
AIRTRAN HOLDINGS      7.000% 7/1/2023      51.25
AMER GENL CORP        7.500% 8/11/2010     70.23
AMER GENL FIN         4.000% 6/15/2009     53.13
AMER GENL FIN         4.500% 9/15/2009     59.50
AMER GENL FIN         5.000% 9/15/2009     64.05
AMER GENL FIN         5.150% 9/15/2009     60.50
AMER GENL FIN         3.875% 10/1/2009     58.82
AMER GENL FIN         4.550% 10/15/2009    38.85
AMER GENL FIN         3.875% 11/15/2009    38.96
AMER GENL FIN         4.000% 11/15/2009    60.07
AMER GENL FIN         4.000% 11/15/2009    65.35
AMER GENL FIN         4.200% 11/15/2009    62.15
AMER GENL FIN         4.600% 11/15/2009    17.50
AMER GENL FIN         4.750% 4/15/2010     47.50
AMER GENL FIN         4.050% 5/15/2010     56.22
AMER GENL FIN         4.875% 5/15/2010     50.50
AMER GENL FIN         3.300% 6/15/2010     50.78
AMER GENL FIN         4.300% 6/15/2010     55.00
AMER GENL FIN         4.750% 6/15/2010     52.70
AMER GENL FIN         4.875% 6/15/2010     54.50
AMER GENL FIN         5.200% 6/15/2010     51.50
AMER GENL FIN         5.350% 7/15/2010     36.50
AMER GENL FIN         6.250% 7/15/2010     50.15
AMER GENL FIN         4.500% 8/15/2010     38.25
AMER GENL FIN         8.000% 8/15/2010     55.00
AMER GENL FIN         4.625% 9/1/2010      49.98
AMER GENL FIN         4.600% 9/15/2010     44.06
AMER GENL FIN         5.000% 9/15/2010     35.00
AMER GENL FIN         5.200% 9/15/2010     26.01
AMER GENL FIN         4.250% 10/15/2010    50.23
AMER GENL FIN         4.600% 10/15/2010    34.02
AMER GENL FIN         4.150% 11/15/2010    29.13
AMER GENL FIN         5.000% 11/15/2010    35.31
AMER GENL FIN         5.000% 11/15/2010    49.50
AMER GENL FIN         4.400% 12/15/2010    45.25
AMER GENL FIN         5.000% 12/15/2010    48.07
AMER GENL FIN         5.000% 12/15/2010    31.00
AMER GENL FIN         5.000% 12/15/2010    21.00
AMER GENL FIN         5.500% 12/15/2010    22.00
AMER GENL FIN         5.000% 1/15/2011     25.01
AMER GENL FIN         4.000% 3/15/2011     34.00
AMER GENL FIN         5.000% 3/15/2011     34.00
AMER GENL FIN         5.250% 4/15/2011     25.01
AMER GENL FIN         5.500% 4/15/2011     35.31
AMER GENL FIN         5.200% 5/15/2011     44.88
AMER GENL FIN         5.000% 6/15/2011     15.01
AMER GENL FIN         5.600% 6/15/2011     40.00
AMER GENL FIN         6.000% 7/15/2011     25.01
AMER GENL FIN         6.250% 7/15/2011     12.05
AMER GENL FIN         6.250% 7/15/2011     43.00
AMER GENL FIN         8.150% 8/15/2011     20.10
AMER GENL FIN         5.625% 8/17/2011     36.00
AMER GENL FIN         4.300% 10/15/2011    21.40
AMER GENL FIN         5.200% 12/15/2011    31.00
AMER GENL FIN         4.625% 3/15/2012     30.60
AMER GENL FIN         4.100% 7/15/2012     30.26
AMER GENL FIN         4.875% 7/15/2012     40.14
AMER GENL FIN         5.000% 8/15/2012     19.00
AMER GENL FIN         5.850% 9/15/2012     24.27
AMER GENL FIN         5.375% 10/1/2012     33.00
AMER GENL FIN         5.250% 12/15/2012    31.25
AMER GENL FIN         6.000% 4/15/2013     25.26
AMER GENL FIN         6.000% 4/15/2013     11.20
AMER GENL FIN         5.400% 5/15/2013     26.00
AMER GENL FIN         5.750% 5/15/2013     23.89
AMER GENL FIN         5.850% 6/1/2013      31.00
AMER GENL FIN         5.500% 5/15/2014     26.26
AMER GENL FIN         5.500% 6/15/2014     15.20
AMER GENL FIN         6.000% 11/15/2014    21.00
AMER GENL FIN         6.000% 12/15/2014    24.00
AMER GENL FIN         7.500% 7/15/2015     25.25
AMER GENL FIN         3.750% 11/15/2008    75.36
AMER GENL FIN         3.000% 12/15/2008    81.75
AMER GENL FIN         3.750% 12/15/2008    95.06
AMER GENL FIN         3.750% 12/15/2008    84.50
AMER GENL FIN         3.875% 12/15/2008    92.00
AMER GENL FIN         3.800% 4/15/2009     72.00
AMER GENL FIN         3.350% 5/15/2009     34.01
AMER GENL FIN         4.625% 5/15/2009     68.28
AMER GENL FIN         4.350% 6/15/2009     44.89
AMER GENL FIN         3.100% 7/15/2009     44.00
AMER GENL FIN         4.400% 7/15/2009     41.00
AMER GENL FIN         4.500% 7/15/2009     80.00
AMER GENL FIN         4.000% 8/15/2009     68.00
AMER GENL FIN         4.200% 8/15/2009     45.00
AMER GENL FIN         5.375% 9/1/2009      64.50
AMER GENL FIN         4.300% 9/15/2009     50.03
AMER INTL GROUP       5.375% 10/18/2011    52.56
AMER INTL GROUP       5.750% 3/15/2067     19.97
AMER INTL GROUP       8.175% 5/15/2058     19.92
AMER MEDIA OPER      10.250% 5/1/2009      68.50
AMES TRUE TEMPER     10.000% 7/15/2012     50.00
AMR CORP              4.500% 2/15/2024     91.50
ANTIGENICS            5.250% 2/1/2025      30.50
ARVIN INDUSTRIES      7.125% 3/15/2009     88.78
ASSURED GUARANTY      6.400% 12/15/2066    10.00
ATHEROGENICS INC      1.500% 2/1/2012      10.13
ATHEROGENICS INC      4.500% 9/1/2008      11.50
ATHEROGENICS INC      4.500% 3/1/2011      11.50
BALLY TOTAL FITN     13.000% 7/15/2011     17.00
BANK NEW ENGLAND      9.875% 9/15/1999      3.00
BANK NEW ENGLAND      8.750% 4/1/1999       5.75
BANKUNITED CAP        3.125% 3/1/2034      22.90
BON-TON DEPT STR     10.250% 3/15/2014     17.10
BOWATER INC           6.500% 6/15/2013     25.00
BRODER BROS CO       11.250% 10/15/2010    39.25
CARAUSTAR INDS        7.375% 6/1/2009      55.03
CCH I LLC             9.920% 4/1/2014      25.00
CCH I LLC            10.000% 5/15/2014     31.00
CCH II/CCH II CP     10.250% 9/15/2010     90.00
CELL GENESYS INC      3.125% 11/1/2011     15.00
CELL THERAPEUTIC      5.750% 12/15/2011     1.00
CHANCELLOR MEDIA      8.000% 11/1/2008     97.00
CHARTER COMM HLD     11.125% 1/15/2011     49.68
CHARTER COMM HLD     10.000% 4/1/2009      76.03
CHARTER COMM HLD     10.000% 5/15/2011     54.00
CHARTER COMM INC      6.500% 10/1/2027     16.45
CHENIERE ENERGY       2.250% 8/1/2012      16.00
CIT GROUP INC         5.200% 9/15/2011     42.02
CIT GROUP INC         6.250% 9/15/2009     65.00
CIT GROUP INC         5.800% 7/28/2011     57.00
CIT GROUP INC         6.750% 3/15/2011     43.50
CIT GROUP INC         5.050% 12/15/2010    47.88
CIT GROUP INC         4.750% 12/15/2010    61.00
CIT GROUP INC         5.200% 11/3/2010     62.00
CIT GROUP INC         5.250% 9/15/2010     51.63
CIT GROUP INC         6.500% 3/15/2010     62.15
CIT GROUP INC         4.250% 2/1/2010      62.85
CIT GROUP INC         4.125% 11/3/2009     75.05
CIT GROUP INC         6.875% 11/1/2009     83.80
CIT GROUP INC         3.875% 11/3/2008     97.50
CIT GROUP INC         3.375% 4/1/2009      82.00
CIT GROUP INC         7.250% 3/15/2012     34.00
CIT GROUP INC         5.125% 11/15/2008    93.50
CIT GROUP INC         7.250% 3/15/2013     39.00
CIT GROUP INC         7.900% 3/15/2013     36.53
CLAIRE'S STORES      10.500% 6/1/2017      20.00
CLEAR CHANNEL         5.750% 1/15/2013     24.00
CLEAR CHANNEL         5.500% 9/15/2014     23.00
CLEAR CHANNEL         6.250% 3/15/2011     14.00
CMP SUSQUEHANNA       9.875% 5/15/2014     22.00
COEUR D'ALENE         1.250% 1/15/2024     40.00
COMPUCREDIT           3.625% 5/30/2025     23.00
CONSTAR INTL         11.000% 12/1/2012     20.50
DAYTON SUPERIOR      13.000% 6/15/2009     77.25
DELPHI CORP           6.500% 8/15/2013      5.38
DELTA MILLS INC       9.625% 9/1/2007       9.00
DEX MEDIA INC         8.000% 11/15/2013    20.00
DOLE FOODS CO         8.625% 5/1/2009      87.84
FEDDERS NORTH AM      9.875% 3/1/2014       1.25
FIBERTOWER CORP       9.000% 11/15/2012    40.00
FINLAY FINE JWLY      8.375% 6/1/2012      14.75
FIRST DATA CORP       5.625% 11/1/2011     30.68
FLEETWOOD ENTERP      5.000% 12/15/2023    89.20
FORD MOTOR CO         9.980% 2/15/2047     33.96
FORD MOTOR CRED       5.000% 10/20/2008    99.38
FORD MOTOR CRED       5.250% 10/20/2008    99.04
FORD MOTOR CRED       5.000% 11/20/2008    87.50
FORD MOTOR CRED       5.100% 12/22/2008    90.00
FORD MOTOR CRED       5.100% 12/22/2008    89.00
FORD MOTOR CRED       5.800% 1/12/2009     91.85
FORD MOTOR CRED       4.400% 1/20/2009     89.25
FORD MOTOR CRED       4.600% 1/20/2009     90.90
FORD MOTOR CRED       4.350% 2/20/2009     87.34
FORD MOTOR CRED       4.350% 2/20/2009     87.62
FORD MOTOR CRED       4.500% 2/20/2009     84.26
FORD MOTOR CRED       4.300% 3/20/2009     39.50
FORD MOTOR CRED       4.500% 3/20/2009     79.99
FORD MOTOR CRED       4.450% 4/20/2009     63.16
FORD MOTOR CRED       4.650% 4/20/2009     77.01
FORD MOTOR CRED       4.900% 5/20/2009     73.56
FORD MOTOR CRED       5.350% 5/20/2009     82.00
FORD MOTOR CRED       5.250% 6/22/2009     70.45
FORD MOTOR CRED       5.400% 6/22/2009     73.27
FORD MOTOR CRED       5.500% 6/22/2009     70.57
FORD MOTOR CRED       5.500% 6/22/2009     70.57
FORD MOTOR CRED       4.800% 7/20/2009     66.22
FORD MOTOR CRED       5.100% 7/20/2009     59.66
FORD MOTOR CRED       5.200% 7/20/2009     48.44
FORD MOTOR CRED       5.000% 8/20/2009     57.00
FORD MOTOR CRED       5.000% 8/20/2009     63.53
FORD MOTOR CRED       4.900% 9/21/2009     69.40
FORD MOTOR CRED       5.000% 9/21/2009     66.00
FORD MOTOR CRED       5.000% 9/21/2009     54.50
FORD MOTOR CRED       5.050% 9/21/2009     57.30
FORD MOTOR CRED       4.900% 10/20/2009    62.80
FORD MOTOR CRED       4.900% 10/20/2009    55.00
FORD MOTOR CRED       4.950% 10/20/2009    60.15
FORD MOTOR CRED       5.000% 10/20/2009    56.00
FORD MOTOR CRED       7.375% 10/28/2009    65.00
FORD MOTOR CRED       5.100% 11/20/2009    36.56
FORD MOTOR CRED       5.150% 11/20/2009    52.98
FORD MOTOR CRED       5.150% 11/20/2009    62.95
FORD MOTOR CRED       5.150% 11/20/2009    53.62
FORD MOTOR CRED       5.250% 12/21/2009    45.00
FORD MOTOR CRED       5.250% 12/21/2009    63.98
FORD MOTOR CRED       5.400% 12/21/2009    45.50
FORD MOTOR CRED       5.700% 1/15/2010     63.00
FORD MOTOR CRED       5.250% 1/20/2010     51.95
FORD MOTOR CRED       5.500% 1/20/2010     54.20
FORD MOTOR CRED       5.500% 2/22/2010     55.00
FORD MOTOR CRED       5.500% 2/22/2010     54.85
FORD MOTOR CRED       6.000% 2/22/2010     42.65
FORD MOTOR CRED       5.700% 3/22/2010     57.19
FORD MOTOR CRED       5.750% 3/22/2010     50.66
FORD MOTOR CRED       6.300% 3/22/2010     50.00
FORD MOTOR CRED       7.250% 3/22/2010     36.68
FORD MOTOR CRED       6.950% 4/20/2010     33.81
FORD MOTOR CRED       5.850% 5/20/2010     31.21
FORD MOTOR CRED       5.950% 5/20/2010     47.56
FORD MOTOR CRED       6.300% 5/20/2010     37.10
FORD MOTOR CRED       7.875% 6/15/2010     56.00
FORD MOTOR CRED       5.750% 6/21/2010     45.63
FORD MOTOR CRED       5.850% 6/21/2010     48.25
FORD MOTOR CRED       6.000% 6/21/2010     48.90
FORD MOTOR CRED       5.850% 7/20/2010     45.02
FORD MOTOR CRED       6.050% 7/20/2010     55.11
FORD MOTOR CRED       6.150% 7/20/2010     45.00
FORD MOTOR CRED       7.000% 7/20/2010     46.50
FORD MOTOR CRED       6.400% 8/20/2010     39.73
FORD MOTOR CRED       6.500% 8/20/2010     40.01
FORD MOTOR CRED       6.550% 8/20/2010     37.00
FORD MOTOR CRED       7.150% 8/20/2010     43.00
FORD MOTOR CRED       9.750% 9/15/2010     57.00
FORD MOTOR CRED       6.050% 9/20/2010     52.00
FORD MOTOR CRED       6.150% 9/20/2010     46.00
FORD MOTOR CRED       6.350% 9/20/2010     44.00
FORD MOTOR CRED       6.350% 9/20/2010     40.00
FORD MOTOR CRED       5.750% 10/20/2010    46.00
FORD MOTOR CRED       8.625% 11/1/2010     44.88
FORD MOTOR CRED       5.800% 11/22/2010    45.00
FORD MOTOR CRED       5.600% 12/20/2010    53.31
FORD MOTOR CRED       5.650% 12/20/2010    37.00
FORD MOTOR CRED       6.000% 12/20/2010    46.98
FORD MOTOR CRED       5.150% 1/20/2011     24.00
FORD MOTOR CRED       7.375% 2/1/2011      46.00
FORD MOTOR CRED       5.100% 2/22/2011     33.32
FORD MOTOR CRED       5.250% 2/22/2011     44.66
FORD MOTOR CRED       5.200% 3/21/2011     25.91
FORD MOTOR CRED       5.250% 3/21/2011     43.00
FORD MOTOR CRED       5.600% 4/20/2011     19.31
FORD MOTOR CRED       5.700% 5/20/2011     41.50
FORD MOTOR CRED       6.200% 5/20/2011     33.98
FORD MOTOR CRED       6.050% 6/20/2011     19.00
FORD MOTOR CRED       6.200% 6/20/2011     42.76
FORD MOTOR CRED       6.250% 6/20/2011     24.79
FORD MOTOR CRED       5.650% 7/20/2011     27.94
FORD MOTOR CRED       5.900% 7/20/2011     17.03
FORD MOTOR CRED       9.875% 8/10/2011     49.00
FORD MOTOR CRED       5.600% 8/22/2011     16.24
FORD MOTOR CRED       5.750% 8/22/2011     41.04
FORD MOTOR CRED       5.500% 10/20/2011    17.13
FORD MOTOR CRED       7.250% 10/25/2011    40.50
FORD MOTOR CRED       5.600% 11/21/2011    12.98
FORD MOTOR CRED       5.650% 11/21/2011    32.00
FORD MOTOR CRED       5.850% 1/20/2012     16.58
FORD MOTOR CRED       6.000% 1/20/2012     38.00
FORD MOTOR CRED       5.750% 2/21/2012     30.28
FORD MOTOR CRED       7.800% 6/1/2012      46.00
FORD MOTOR CRED       7.000% 8/15/2012     32.07
FORD MOTOR CRED       7.050% 9/20/2013     15.76
FORD MOTOR CRED       7.100% 9/20/2013     18.63
FORD MOTOR CRED       7.100% 9/20/2013     30.31
FORD MOTOR CRED       6.600% 10/21/2013    24.00
FORD MOTOR CRED       6.650% 10/21/2013    12.00
FORD MOTOR CRED       6.750% 10/21/2013    21.00
FORD MOTOR CRED       6.250% 12/20/2013    20.10
FORD MOTOR CRED       6.500% 12/20/2013    28.50
FORD MOTOR CRED       5.650% 1/21/2014     21.54
FORD MOTOR CRED       5.750% 1/21/2014     24.50
FORD MOTOR CRED       6.000% 1/21/2014     21.10
FORD MOTOR CRED       5.750% 2/20/2014     27.00
FORD MOTOR CRED       6.000% 3/20/2014     27.00
FORD MOTOR CRED       6.000% 3/20/2014     24.02
FORD MOTOR CRED       6.000% 3/20/2014     27.30
FORD MOTOR CRED       6.000% 3/20/2014     25.23
FORD MOTOR CRED       6.050% 4/21/2014     25.13
FORD MOTOR CRED       6.200% 4/21/2014     25.22
FORD MOTOR CRED       6.250% 4/21/2014     25.32
FORD MOTOR CRED       6.350% 4/21/2014     27.00
FORD MOTOR CRED       6.300% 5/20/2014     25.18
FORD MOTOR CRED       6.850% 5/20/2014     21.10
FORD MOTOR CRED       6.950% 5/20/2014     27.50
FORD MOTOR CRED       6.650% 6/20/2014     24.00
FORD MOTOR CRED       6.750% 6/20/2014     27.00
FORD MOTOR CRED       6.800% 6/20/2014     25.66
FORD MOTOR CRED       6.800% 6/20/2014     20.10
FORD MOTOR CRED       6.850% 6/20/2014     20.13
FORD MOTOR CRED       6.550% 7/21/2014     25.30
FORD MOTOR CRED       6.000% 11/20/2014    22.10
FORD MOTOR CRED       6.000% 11/20/2014    13.20
FORD MOTOR CRED       6.000% 11/20/2014    21.10
FORD MOTOR CRED       6.050% 12/22/2014    22.71
FORD MOTOR CRED       6.050% 12/22/2014    22.56
FORD MOTOR CRED       6.150% 1/20/2015     12.70
FORD MOTOR CRED       6.250% 1/20/2015     24.00
FORD MOTOR CRED       6.500% 2/20/2015     14.36
FORD MOTOR CRED       6.250% 3/20/2015     25.01
FORD MOTOR CRED       6.500% 3/20/2015     24.50
FORD MOTOR CRED       6.800% 3/20/2015     23.47
FORD MOTOR CRED       7.350% 3/20/2015     18.76
FORD MOTOR CRED       7.250% 7/20/2017     14.94
FORD MOTOR CRED       5.900% 2/20/2014     26.46
                                         
FREMONT GEN CORP      7.875% 3/17/2009     54.00
FRONTIER AIRLINE      5.000% 12/15/2025    25.00
GENERAL MOTORS        8.250% 7/15/2023     23.30
GENERAL MOTORS        8.375% 7/15/2033     23.00
GENERAL MOTORS        8.800% 3/1/2021      24.96
GENERAL MOTORS        9.450% 11/1/2011     36.28
GENERAL MOTORS        7.125% 7/15/2013     29.50
GENERAL MOTORS        7.200% 1/15/2011     38.00
GENERAL MOTORS        9.400% 7/15/2021     28.80
GENERAL MOTORS        7.700% 4/15/2016     21.25
GENWORTH GLOBAL       6.050% 4/15/2033     14.75
GEORGIA GULF CRP     10.750% 10/15/2016    24.75
GLOBALSTAR INC        5.750% 4/1/2028      22.50
GMAC                  4.700% 5/15/2009     50.50
GMAC                  4.700% 11/15/2008    92.97
GMAC                  4.750% 11/15/2008    84.99
GMAC                  6.250% 11/15/2008    95.00
GMAC                  6.500% 11/15/2008    99.58
GMAC                  5.600% 2/15/2009     90.82
GMAC                  6.750% 2/15/2009     91.12
GMAC                  7.000% 2/15/2009     67.83
GMAC                  4.100% 3/15/2009     75.44
GMAC                  4.250% 3/15/2009     73.92
GMAC                  6.000% 3/15/2009     92.00
GMAC                  6.050% 3/15/2009     88.74
GMAC                  6.100% 3/15/2009     88.75
GMAC                  7.000% 3/15/2009     73.06
GMAC                  4.500% 4/15/2009     74.01
GMAC                  6.000% 4/15/2009     68.72
GMAC                  6.100% 4/15/2009     90.46
GMAC                  6.100% 4/15/2009     86.63
GMAC                  6.150% 4/15/2009     90.59
GMAC                  5.250% 5/15/2009     70.00
GMAC                  5.625% 5/15/2009     74.00
GMAC                  5.500% 6/15/2009     63.51
GMAC                  6.700% 6/15/2009     72.63
GMAC                  5.050% 7/15/2009     51.13
GMAC                  5.100% 7/15/2009     58.82
GMAC                  5.250% 7/15/2009     48.00
GMAC                  5.250% 7/15/2009     41.50
GMAC                  6.800% 7/15/2009     70.11
GMAC                  6.850% 7/15/2009     61.89
GMAC                  7.000% 7/15/2009     67.94
GMAC                  5.000% 8/15/2009     46.55
GMAC                  5.000% 8/15/2009     47.50
GMAC                  5.100% 8/15/2009     55.00
GMAC                  5.250% 8/15/2009     60.50
GMAC                  5.250% 8/15/2009     45.50
GMAC                  7.000% 8/15/2009     66.35
GMAC                  7.125% 8/15/2009     49.00
GMAC                  7.150% 8/15/2009     61.00
GMAC                  7.200% 8/15/2009     42.00
GMAC                  5.000% 9/15/2009     51.78
GMAC                  5.000% 9/15/2009     45.00
GMAC                  5.000% 9/15/2009     47.17
GMAC                  5.100% 9/15/2009     47.02
GMAC                  7.000% 9/15/2009     46.64
GMAC                  7.000% 9/15/2009     57.63
GMAC                  8.125% 9/15/2009     78.31
GMAC                  4.900% 10/15/2009    51.50
GMAC                  4.900% 10/15/2009    54.50
GMAC                  4.950% 10/15/2009    62.83
GMAC                  5.000% 10/15/2009    51.65
GMAC                  6.500% 10/15/2009    61.66
GMAC                  6.850% 10/15/2009    44.00
GMAC                  7.000% 10/15/2009    47.50
GMAC                  7.050% 10/15/2009    49.93
GMAC                  5.200% 11/15/2009    38.00
GMAC                  5.200% 11/15/2009    41.00
GMAC                  5.250% 11/15/2009    48.27
GMAC                  5.250% 11/15/2009    51.64
GMAC                  5.350% 11/15/2009    43.43
GMAC                  7.000% 11/15/2009    45.00
GMAC                  7.250% 11/15/2009    59.91
GMAC                  5.350% 12/15/2009    39.12
GMAC                  5.350% 12/15/2009    53.55
GMAC                  5.400% 12/15/2009    44.00
GMAC                  5.400% 12/15/2009    48.29
GMAC                  7.000% 12/15/2009    58.00
GMAC                  5.300% 1/15/2010     42.17
GMAC                  5.500% 1/15/2010     52.00
GMAC                  5.750% 1/15/2010     38.29
GMAC                  6.000% 1/15/2010     35.71
GMAC                  7.000% 1/15/2010     55.68
GMAC                  7.250% 1/15/2010     47.00
GMAC                  5.850% 2/15/2010     42.26
GMAC                  6.000% 2/15/2010     23.16
GMAC                  6.000% 2/15/2010     37.97
GMAC                  6.050% 3/15/2010     26.90
GMAC                  6.150% 3/15/2010     15.00
GMAC                  6.500% 3/15/2010     43.33
GMAC                  7.000% 3/15/2010     35.56
GMAC                  8.050% 4/15/2010     45.64
GMAC                  8.400% 4/15/2010     45.00
GMAC                  8.500% 5/15/2010     51.55
GMAC                  6.375% 6/15/2010     47.95
GMAC                  8.000% 6/15/2010     35.16
GMAC                  8.000% 6/15/2010     46.22
GMAC                  8.000% 6/15/2010     48.00
GMAC                  8.000% 7/15/2010     43.25
GMAC                  8.000% 7/15/2010     34.42
GMAC                  8.200% 7/15/2010     38.43
GMAC                  8.000% 9/15/2010     57.50
GMAC                  8.500% 10/15/2010    35.00
GMAC                  6.750% 9/15/2011     22.00
GMAC                  6.625% 10/15/2011    22.25
GMAC                  6.750% 10/15/2011    15.31
GMAC                  6.750% 10/15/2011    16.50
GMAC                  7.000% 10/15/2011    20.00
GMAC                  6.500% 7/15/2012     30.25
GMAC                  7.125% 8/15/2012     27.00
GMAC                  7.250% 8/15/2012     33.25
GMAC                  6.875% 8/28/2012     39.63
GMAC                  6.750% 9/15/2012     24.25
GMAC                  6.750% 9/15/2012     25.66
GMAC                  7.000% 9/15/2012     25.35
GMAC                  7.100% 9/15/2012     16.87
GMAC                  6.750% 10/15/2012    25.00
GMAC                  6.875% 10/15/2012    18.00
GMAC                  7.000% 10/15/2012    31.16
GMAC                  7.500% 10/15/2012    16.75
GMAC                  7.750% 10/15/2012    15.65
GMAC                  7.000% 11/15/2012    33.25
GMAC                  7.150% 11/15/2012    18.50
GMAC                  7.625% 11/15/2012    17.20
GMAC                  7.875% 11/15/2012    21.00
GMAC                  7.000% 12/15/2012    16.50
GMAC                  7.125% 12/15/2012    22.00
GMAC                  7.250% 12/15/2012    19.75
GMAC                  7.250% 12/15/2012    25.00
GMAC                  7.000% 1/15/2013     14.78
GMAC                  7.100% 1/15/2013     25.00
GMAC                  7.100% 1/15/2013     18.50
GMAC                  6.500% 2/15/2013     20.10
GMAC                  6.800% 2/15/2013     21.00
GMAC                  6.250% 3/15/2013     25.00
GMAC                  6.400% 3/15/2013     19.50
GMAC                  6.500% 3/15/2013     13.74
GMAC                  6.500% 4/15/2013     17.88
GMAC                  6.750% 4/15/2013     25.00
GMAC                  6.750% 4/15/2013     25.00
GMAC                  6.800% 4/15/2013     22.50
GMAC                  6.875% 4/15/2013     17.75
GMAC                  5.850% 5/15/2013     14.66
GMAC                  6.100% 5/15/2013     25.00
GMAC                  6.350% 5/15/2013     19.00
GMAC                  6.500% 5/15/2013     20.10
GMAC                  5.700% 6/15/2013     10.00
GMAC                  5.850% 6/15/2013     23.75
GMAC                  5.850% 6/15/2013     21.00
GMAC                  6.500% 6/15/2013     25.00
GMAC                  6.000% 7/15/2013     19.10
GMAC                  6.250% 7/15/2013     17.50
GMAC                  6.500% 8/15/2013     35.75
GMAC                  6.150% 9/15/2013     28.25
GMAC                  5.700% 10/15/2013    25.00
GMAC                  6.250% 10/15/2013    28.25
GMAC                  6.300% 10/15/2013    19.00
GMAC                  6.000% 11/15/2013    19.00
GMAC                  6.100% 11/15/2013    16.77
GMAC                  6.150% 11/15/2013    30.00
GMAC                  6.200% 11/15/2013    18.00
GMAC                  6.250% 11/15/2013    23.00
GMAC                  6.300% 11/15/2013    16.75
GMAC                  6.500% 11/15/2013    27.33
GMAC                  5.700% 12/15/2013    20.10
GMAC                  5.900% 12/15/2013    19.00
GMAC                  6.000% 12/15/2013    22.12
GMAC                  6.150% 12/15/2013    16.50
GMAC                  5.250% 1/15/2014     21.00
GMAC                  5.350% 1/15/2014     20.00
GMAC                  6.375% 1/15/2014     16.75
GMAC                  6.700% 6/15/2014     14.13
GMAC                  6.750% 6/15/2014     17.00
GMAC                  9.000% 7/15/2015     25.13
GMAC                  8.000% 8/15/2015     15.75
GMAC                  8.400% 8/15/2015     18.00
GMAC                  8.650% 8/15/2015     17.00
GMAC                  6.600% 8/15/2016     16.00
GMAC                  6.700% 8/15/2016     20.00
GMAC                  6.750% 8/15/2016     23.25
GMAC                  6.875% 8/15/2016     20.75
GMAC                  7.375% 11/15/2016    18.56
GMAC                  7.500% 11/15/2016    21.60
GMAC                  6.750% 6/15/2017     19.85
GMAC                  6.900% 6/15/2017     15.88
GMAC                  6.950% 6/15/2017     20.00
GMAC                  7.000% 6/15/2017     20.33
GMAC                  7.000% 7/15/2017     22.00
GMAC                  7.500% 8/15/2017     20.25
GMAC                  7.250% 9/15/2017     21.20
GMAC                  7.250% 9/15/2017     16.15
GMAC                  7.250% 9/15/2017     16.20
GMAC                  7.125% 10/15/2017    15.00
GMAC                  7.200% 10/15/2017    22.50
GMAC                  7.200% 10/15/2017    19.50
GMAC                  7.750% 10/15/2017    20.50
GMAC                  8.000% 10/15/2017    14.75
GMAC                  7.500% 11/15/2017    21.00
GMAC                  7.500% 11/15/2017    22.50
GMAC                  8.000% 11/15/2017    21.86
GMAC                  8.125% 11/15/2017    20.50
GMAC                  7.300% 12/15/2017    22.50
GMAC                  7.400% 12/15/2017    15.41
GMAC                  7.500% 12/15/2017    15.00
GMAC                  7.300% 1/15/2018     15.90
GMAC                  7.300% 1/15/2018     24.00
GMAC                  7.000% 2/15/2018     10.50
GMAC                  7.000% 2/15/2018     10.00
GMAC                  6.750% 3/15/2018     19.81
GMAC                  7.000% 3/15/2018     19.63
GMAC                  7.050% 3/15/2018     18.50
GMAC                  7.050% 3/15/2018     19.49
GMAC                  7.050% 4/15/2018     18.00
GMAC                  7.250% 4/15/2018     24.25
GMAC                  7.250% 4/15/2018     20.00
GMAC                  7.350% 4/15/2018     18.00
GMAC                  7.375% 4/15/2018     22.00
GMAC                  6.600% 5/15/2018     18.63
GMAC                  7.000% 5/15/2018     20.00
GMAC                  6.500% 6/15/2018     17.60
GMAC                  6.650% 6/15/2018     19.50
GMAC                  6.700% 6/15/2018     22.25
GMAC                  6.700% 6/15/2018     14.00
GMAC                  6.750% 7/15/2018     19.32
GMAC                  6.875% 7/15/2018     15.17
GMAC                  6.900% 7/15/2018     19.00
GMAC                  6.900% 8/15/2018     15.14
GMAC                  7.000% 8/15/2018     19.00
GMAC                  7.250% 8/15/2018     20.71
GMAC                  6.750% 9/15/2018     18.13
GMAC                  6.800% 9/15/2018     14.80
GMAC                  7.000% 9/15/2018     19.16
GMAC                  7.150% 9/15/2018     19.50
GMAC                  7.250% 9/15/2018     19.50
GMAC                  6.650% 10/15/2018    15.25
GMAC                  6.650% 10/15/2018    14.33
GMAC                  6.750% 10/15/2018    18.08
GMAC                  6.800% 10/15/2018    20.50
GMAC                  6.700% 11/15/2018    18.05
GMAC                  6.750% 11/15/2018    17.86
GMAC                  6.250% 12/15/2018    19.00
GMAC                  6.400% 12/15/2018    17.00
GMAC                  6.500% 12/15/2018    16.00
GMAC                  6.000% 2/15/2019     17.25
GMAC                  6.000% 3/15/2019     12.50
GMAC                  6.200% 4/15/2019     18.28
GMAC                  6.350% 4/15/2019     16.00
GMAC                  6.500% 5/15/2019     22.87
GMAC                  6.750% 5/15/2019     17.00
GMAC                  6.750% 5/15/2019     16.00
GMAC                  6.600% 6/15/2019     21.51
GMAC                  6.700% 6/15/2019     20.50
GMAC                  6.750% 6/15/2019     10.68
GMAC                  6.750% 6/15/2019     28.39
GMAC                  6.250% 7/15/2019     24.35
GMAC                  6.350% 7/15/2019     20.95
GMAC                  6.350% 7/15/2019     20.95
GMAC                  6.050% 8/15/2019     19.50
GMAC                  6.150% 8/15/2019     19.50
GMAC                  6.300% 8/15/2019     13.80
GMAC                  6.300% 8/15/2019     21.00
GMAC                  6.000% 9/15/2019     15.00
GMAC                  6.000% 9/15/2019     19.90
GMAC                  6.100% 9/15/2019     17.13
GMAC                  6.150% 9/15/2019     18.50
GMAC                  5.900% 10/15/2019    13.89
GMAC                  6.050% 10/15/2019    21.87
GMAC                  6.125% 10/15/2019    33.00
GMAC                  6.150% 10/15/2019    17.00
GMAC                  6.400% 11/15/2019    16.00
GMAC                  6.400% 11/15/2019    19.50
GMAC                  6.550% 12/15/2019    21.86
GMAC                  6.550% 12/15/2019    17.80
GMAC                  6.700% 12/15/2019    19.55
GMAC                  6.500% 1/15/2020     15.00
GMAC                  6.500% 2/15/2020     14.23
GMAC                  9.000% 7/15/2020     20.00
GMAC                  7.000% 9/15/2021     16.00
GMAC                  7.000% 9/15/2021     21.00
GMAC                  7.000% 6/15/2022     17.01
GMAC                  7.000% 11/15/2023    17.50
GMAC                  7.500% 3/15/2025     26.27
GMAC LLC              6.750% 7/15/2012     14.15
GMAC LLC              6.625% 5/15/2012     38.00
GMAC LLC              6.500% 5/15/2012     39.49
GMAC LLC              6.000% 12/15/2011    39.50
GMAC LLC              8.875% 6/1/2010      34.91
GMAC LLC              6.250% 6/15/2009     82.59
GMAC LLC              6.250% 5/15/2009     84.61
HARRAHS OPER CO       5.375% 12/15/2013    25.10
HARRAHS OPER CO       5.625% 6/1/2015      19.50
HARRAHS OPER CO       5.500% 7/1/2010      55.25
HAWAIIAN TELCOM       9.750% 5/1/2013      16.05
HAWAIIAN TELCOM      12.500% 5/1/2015       5.00
HERBST GAMING         7.000% 11/15/2014     6.00
HERBST GAMING         8.125% 6/1/2012       6.00
HINES NURSERIES      10.250% 10/1/2011     12.00
HOUSEHOLD FIN CO      4.125% 12/15/2008    99.25
HOUSEHOLD FIN CO      6.500% 11/15/2008    99.54
IDEARC INC            8.000% 11/15/2016    19.75
INN OF THE MOUNT     12.000% 11/15/2010    46.00
INTL LEASE FIN        5.150% 3/15/2010     60.26
INTL LEASE FIN        5.050% 3/15/2010     40.02
INTL LEASE FIN        4.875% 9/1/2010      65.40
INTL LEASE FIN        3.500% 4/1/2009      85.00
INTL LEASE FIN        5.600% 5/15/2009     70.00
INTL LEASE FIN        5.650% 6/15/2011     35.00
INTL LEASE FIN        6.375% 3/15/2009     93.00
ISOLAGEN INC          3.500% 11/1/2024     32.00
ISTAR FINANCIAL       5.800% 3/15/2011     46.75
ISTAR FINANCIAL       4.875% 1/15/2009     90.00
ISTAR FINANCIAL       6.000% 12/15/2010    47.75
JAZZ TECHNOLOGIE      8.000% 12/31/2011    40.00
K HOVNANIAN ENTR      6.000% 1/15/2010     59.75
KELLWOOD CO           7.875% 7/15/2009     65.00
KEMET CORP            2.250% 11/15/2026    34.22
KEMET CORP            2.250% 11/15/2026    36.38
KIMBALL HILL INC     10.500% 12/15/2012     2.33
KNIGHT RIDDER         7.125% 6/1/2011      50.00
LANDRY'S RESTAUR      9.500% 12/15/2014    73.50
LAZYDAYS RV          11.750% 5/15/2012     51.00
LEHMAN BROS HLDG      5.750% 1/3/2017       1.00
LEHMAN BROS HLDG      5.250% 3/8/2020      13.06
LEHMAN BROS HLDG      5.350% 3/13/2020     13.06
LEHMAN BROS HLDG      5.400% 3/20/2020      9.50
LEHMAN BROS HLDG      5.200% 5/13/2020      3.27
LEHMAN BROS HLDG      5.800% 9/3/2020      11.00
LEHMAN BROS HLDG      6.000% 1/29/2021      8.63
LEHMAN BROS HLDG      6.250% 2/5/2021       8.63
LEHMAN BROS HLDG      6.750% 7/1/2022       7.00
LEHMAN BROS HLDG      6.600% 10/3/2022      8.40
LEHMAN BROS HLDG      6.400% 10/11/2022     8.63
LEHMAN BROS HLDG      9.500% 1/30/2023      8.63
LEHMAN BROS HLDG      6.250% 2/22/2023      8.63
LEHMAN BROS HLDG      9.500% 2/27/2023      8.63
LEHMAN BROS HLDG      6.500% 2/28/2023      5.06
LEHMAN BROS HLDG      6.500% 3/6/2023       9.00
LEHMAN BROS HLDG      5.500% 3/14/2023      8.63
LEHMAN BROS HLDG      5.750% 3/27/2023      5.00
LEHMAN BROS HLDG      5.500% 4/8/2023       8.63
LEHMAN BROS HLDG      5.500% 4/15/2023      7.79
LEHMAN BROS HLDG      5.500% 4/23/2023      5.06
LEHMAN BROS HLDG      5.250% 5/20/2023      5.00
LEHMAN BROS HLDG      5.000% 5/30/2023      7.00
LEHMAN BROS HLDG      5.000% 6/10/2023      8.63
LEHMAN BROS HLDG      5.000% 6/17/2023      6.00
LEHMAN BROS HLDG      4.800% 6/24/2023      6.00
LEHMAN BROS HLDG      5.500% 8/5/2023       4.41
LEHMAN BROS HLDG      6.100% 8/12/2023      6.04
LEHMAN BROS HLDG      5.750% 9/16/2023      8.56
LEHMAN BROS HLDG      5.500% 10/7/2023      5.06
LEHMAN BROS HLDG      5.750% 10/15/2023     8.63
LEHMAN BROS HLDG      5.750% 10/21/2023     5.00
LEHMAN BROS HLDG      5.750% 11/12/2023     8.06
LEHMAN BROS HLDG      5.750% 11/25/2023    10.00
LEHMAN BROS HLDG      5.450% 3/15/2025      7.00
LEHMAN BROS HLDG      6.625% 7/27/2027      5.00
LEHMAN BROS HLDG      6.500% 9/20/2027      7.00
LEHMAN BROS HLDG      7.000% 9/27/2027      8.63
LEHMAN BROS HLDG      6.500% 10/18/2027     6.50
LEHMAN BROS HLDG      6.500% 10/25/2027     8.63
LEHMAN BROS HLDG     11.000% 3/17/2028      8.63
LEHMAN BROS HLDG      6.000% 10/23/2028     8.63
LEHMAN BROS HLDG      6.000% 11/18/2028     8.63
LEHMAN BROS HLDG      5.750% 12/16/2028     8.00
LEHMAN BROS HLDG      5.750% 12/23/2028     4.00
LEHMAN BROS HLDG      5.500% 1/27/2029      4.00
LEHMAN BROS HLDG      5.500% 2/3/2029       7.00
LEHMAN BROS HLDG      5.700% 2/10/2029      8.66
LEHMAN BROS HLDG      5.600% 2/17/2029      6.93
LEHMAN BROS HLDG      5.600% 2/24/2029      5.00
LEHMAN BROS HLDG      5.600% 3/2/2029       7.90
LEHMAN BROS HLDG      5.550% 3/9/2029       5.70
LEHMAN BROS HLDG      5.400% 3/30/2029      9.75
LEHMAN BROS HLDG      5.450% 4/6/2029      12.50
LEHMAN BROS HLDG      5.700% 4/13/2029      2.03
LEHMAN BROS HLDG      5.900% 5/4/2029       8.20
LEHMAN BROS HLDG      6.000% 5/11/2029      3.90
LEHMAN BROS HLDG      6.200% 5/25/2029      5.00
LEHMAN BROS HLDG      6.050% 6/29/2029     12.00
LEHMAN BROS HLDG      6.000% 7/20/2029      6.32
LEHMAN BROS HLDG      5.750% 8/24/2029      5.00
LEHMAN BROS HLDG      5.700% 9/7/2029       6.06
LEHMAN BROS HLDG      5.750% 9/14/2029      6.06
LEHMAN BROS HLDG      5.750% 10/12/2029     5.00
LEHMAN BROS HLDG      5.650% 11/23/2029     8.63
LEHMAN BROS HLDG      5.700% 12/14/2029     6.75
LEHMAN BROS HLDG      5.550% 1/25/2030      9.75
LEHMAN BROS HLDG      5.450% 2/22/2030      7.00
LEHMAN BROS HLDG      5.600% 2/25/2030      6.00
LEHMAN BROS HLDG      5.625% 3/15/2030      4.42
LEHMAN BROS HLDG      5.600% 5/3/2030      11.50
LEHMAN BROS HLDG      5.350% 6/14/2030      2.87
LEHMAN BROS HLDG      5.400% 6/21/2030      6.75
LEHMAN BROS HLDG      5.450% 7/19/2030      8.63
LEHMAN BROS HLDG      5.650% 8/16/2030      8.00
LEHMAN BROS HLDG      5.450% 9/20/2030     13.75
LEHMAN BROS HLDG      5.800% 10/25/2030     8.83
LEHMAN BROS HLDG      5.850% 11/8/2030     13.75
LEHMAN BROS HLDG      5.950% 12/20/2030     9.00
LEHMAN BROS HLDG      5.900% 2/7/2031       5.50
LEHMAN BROS HLDG      6.150% 4/11/2031     10.05
LEHMAN BROS HLDG      6.850% 8/16/2032     14.00
LEHMAN BROS HLDG      6.850% 8/23/2032      8.63
LEHMAN BROS HLDG      6.900% 9/1/2032       8.63
LEHMAN BROS HLDG      6.800% 9/7/2032      10.00
LEHMAN BROS HLDG      7.000% 10/4/2032      8.63
LEHMAN BROS HLDG      6.500% 11/15/2032    11.00
LEHMAN BROS HLDG      6.500% 1/17/2033      5.00
LEHMAN BROS HLDG      6.750% 3/11/2033      8.63
LEHMAN BROS HLDG      6.000% 4/30/2034      8.63
LEHMAN BROS HLDG      6.000% 7/30/2034      8.63
LEHMAN BROS HLDG      5.550% 12/31/2034     7.83
LEHMAN BROS HLDG      5.650% 12/31/2034     8.20
LEHMAN BROS HLDG      6.000% 2/21/2036      8.90
LEHMAN BROS HLDG      6.000% 2/24/2036      5.70
LEHMAN BROS HLDG      6.900% 6/20/2036      8.50
LEHMAN BROS HLDG      6.400% 12/19/2036     9.00
LEHMAN BROS HLDG      6.500% 12/22/2036     7.56
LEHMAN BROS HLDG      6.000% 2/12/2037     10.50
LEHMAN BROS HLDG      6.500% 2/13/2037     10.00
LEHMAN BROS HLDG      6.300% 3/27/2037     14.00
LEHMAN BROS HLDG      6.500% 6/21/2037      8.90
LEHMAN BROS HLDG      6.500% 7/13/2037      4.88
LEHMAN BROS HLDG      7.000% 7/27/2037      8.63
LEHMAN BROS HLDG      7.000% 9/28/2037      8.63
LEHMAN BROS HLDG      6.750% 10/26/2037     7.48
LEHMAN BROS HLDG      7.000% 11/16/2037     8.63
LEHMAN BROS HLDG      7.000% 12/28/2037     4.00
LEHMAN BROS HLDG      7.000% 1/31/2038      8.63
LEHMAN BROS HLDG      7.000% 2/1/2038       8.63
LEHMAN BROS HLDG      7.000% 2/8/2038       8.63
LEHMAN BROS HLDG      7.050% 2/27/2038      5.17
LEHMAN BROS HLDG      7.250% 2/27/2038     11.50
LEHMAN BROS HLDG      7.100% 3/25/2038      9.00
LEHMAN BROS HLDG      7.000% 4/22/2038      5.04
LEHMAN BROS HLDG      7.250% 4/29/2038     13.85
LEHMAN BROS HLDG      7.350% 5/6/2038      10.00
LEHMAN BROS HLDG      4.000% 8/3/2009      10.00
LEHMAN BROS HLDG      7.200% 8/15/2009      7.75
LEHMAN BROS HLDG      7.875% 11/1/2009      8.63
LEHMAN BROS HLDG      3.950% 11/10/2009     8.25
LEHMAN BROS HLDG      4.250% 1/27/2010      8.30
LEHMAN BROS HLDG      4.500% 7/26/2010      8.63
LEHMAN BROS HLDG      7.875% 8/15/2010      8.63
LEHMAN BROS HLDG      4.375% 11/30/2010     8.50
LEHMAN BROS HLDG      5.000% 1/14/2011      7.75
LEHMAN BROS HLDG      6.000% 4/1/2011      12.00
LEHMAN BROS HLDG      5.750% 4/25/2011      7.25
LEHMAN BROS HLDG      5.750% 7/18/2011      8.63
LEHMAN BROS HLDG      4.500% 8/3/2011       7.00
LEHMAN BROS HLDG      6.625% 1/18/2012      8.63
LEHMAN BROS HLDG      5.250% 2/6/2012       7.80
LEHMAN BROS HLDG      6.000% 7/19/2012      8.63
LEHMAN BROS HLDG      5.000% 1/22/2013      6.06
LEHMAN BROS HLDG      5.625% 1/24/2013      8.63
LEHMAN BROS HLDG      5.100% 1/28/2013      7.00
LEHMAN BROS HLDG      5.000% 2/11/2013     13.00
LEHMAN BROS HLDG      4.800% 2/27/2013      8.50
LEHMAN BROS HLDG      4.700% 3/6/2013       5.20
LEHMAN BROS HLDG      5.000% 3/27/2013      6.06
LEHMAN BROS HLDG      5.750% 5/17/2013      8.63
LEHMAN BROS HLDG      5.250% 1/30/2014     20.00
LEHMAN BROS HLDG      4.800% 3/13/2014      8.63
LEHMAN BROS HLDG      5.000% 8/3/2014       8.25
LEHMAN BROS HLDG      6.200% 9/26/2014     10.75
LEHMAN BROS HLDG      5.150% 2/4/2015       4.00
LEHMAN BROS HLDG      5.250% 2/11/2015     13.50
LEHMAN BROS HLDG      8.800% 3/1/2015       8.63
LEHMAN BROS HLDG      8.500% 8/1/2015       8.63
LEHMAN BROS HLDG      5.000% 8/5/2015       8.00
LEHMAN BROS HLDG      5.000% 12/18/2015     8.63
LEHMAN BROS HLDG      5.500% 4/4/2016       8.63
LEHMAN BROS HLDG      8.920% 2/16/2017     17.50
LEHMAN BROS HLDG      6.500% 7/19/2017      1.00
LEHMAN BROS HLDG     11.000% 10/25/2017    10.00
LEHMAN BROS HLDG      5.875% 11/15/2017     9.00
LEHMAN BROS HLDG      6.750% 12/28/2017     0.19
LEHMAN BROS HLDG      5.600% 1/22/2018      8.00
LEHMAN BROS HLDG      5.700% 1/28/2018      5.06
LEHMAN BROS HLDG      5.500% 2/4/2018       8.63
LEHMAN BROS HLDG      5.550% 2/11/2018      6.00
LEHMAN BROS HLDG      5.500% 2/19/2018      6.06
LEHMAN BROS HLDG      5.350% 2/25/2018     12.00
LEHMAN BROS HLDG      6.875% 5/2/2018      11.88
LEHMAN BROS HLDG      5.500% 11/4/2018      7.00
LEHMAN BROS HLDG      8.050% 1/15/2019      8.63
LEHMAN BROS HLDG      4.000% 4/16/2019      7.75
LEHMAN BROS HLDG      6.000% 1/22/2020      8.90
LEHMAN BROS HLDG      6.000% 2/12/2020      4.00
LEHMAN BROS HLDG      5.100% 2/15/2020      4.13
LEHMAN BROS HLDG      5.500% 2/27/2020      2.50
LEHMAN BROS HLDG      5.400% 3/6/2020       8.63
LEHMAN BROS INC       7.500% 8/1/2026       8.63
LEINER HEALTH        11.000% 6/1/2012      21.00
LEVEL 3 COMM INC      2.875% 7/15/2010     19.50
LIBERTY FINL          6.750% 11/15/2008    97.00
LITHIA MOTORS         2.875% 5/1/2014      81.00
MAGNA ENTERTAINM      8.550% 6/15/2010     46.20
MAGNA ENTERTAINM      7.250% 12/15/2009    51.00
MAJESTIC STAR         9.500% 10/15/2010    36.75
MAJESTIC STAR         9.750% 1/15/2011     10.00
MASONITE CORP        11.000% 4/6/2015
9.94                                        
METALDYNE CORP       11.000% 6/15/2012      4.00
METALDYNE CORP       10.000% 11/1/2013     16.00
MORGAN ST DEAN W      1.250% 12/30/2008    74.25
MORRIS PUBLISH        7.000% 8/1/2013       9.75
MRS FIELDS           11.500% 3/15/2011     51.00
MUZAK LLC             9.875% 3/15/2009     95.00
MUZAK LLC/FIN        10.000% 2/15/2009     85.00
NATL CITY BANK        2.700% 8/24/2009     70.96
NATL CITY BANK        4.625% 5/1/2013      59.75
NATL CITY BK PA       7.250% 10/21/2011    39.00
NATL CITY CORP        5.750% 2/1/2009      86.10
NATL CITY CORP        3.125% 4/30/2009     90.00
NEFF CORP            10.000% 6/1/2015      18.00
NEW PLAN EXCEL        7.400% 9/15/2009     44.00
NEWARK GROUP INC      9.750% 3/15/2014     30.00
NORTH ATL TRADNG      9.250% 3/1/2012      38.03
NTK HOLDINGS INC      0.000% 3/1/2014      35.00
NUTRITIONAL SRC      10.125% 8/1/2009      21.50
OSCIENT PHARM         3.500% 4/15/2011      8.75
OSCIENT PHARM         3.500% 4/15/2011     25.75
OSI RESTAURANT       10.000% 6/15/2015     25.00
PALM HARBOR           3.250% 5/15/2024     40.38
PARK PLACE ENT        8.125% 5/15/2011     39.50
PARK PLACE ENT        7.875% 3/15/2010     56.75
PIERRE FOODS INC      9.875% 7/15/2012      7.88
PINNACLE AIRLINE      3.250% 2/15/2025     65.75
PLIANT CORP          11.125% 9/1/2009      49.00
PLY GEM INDS          9.000% 2/15/2012     41.00
PRIMUS TELECOM        3.750% 9/15/2010     51.75
PRIMUS TELECOM       12.750% 10/15/2009    73.00
PRIMUS TELECOM        8.000% 1/15/2014     24.00
QUALITY DISTRIBU      9.000% 11/15/2010    55.80
RADIAN GROUP          7.750% 6/1/2011      44.00
RAFAELLA APPAREL     11.250% 6/15/2011     38.75
REALOGY CORP         10.500% 4/15/2014     26.50
REALOGY CORP         12.375% 4/15/2015     19.00
RESIDENTIAL CAP       8.000% 2/22/2011     14.00
RESIDENTIAL CAP       8.125% 11/21/2008    83.75
RESIDENTIAL CAP       8.375% 6/30/2010     17.00
RESIDENTIAL CAP       8.500% 6/1/2012      14.00
RESIDENTIAL CAP       8.500% 4/17/2013     10.00
RESIDENTIAL CAP       8.875% 6/30/2015     21.00
RH DONNELLEY          8.875% 1/15/2016     21.94
RH DONNELLEY          8.875% 10/15/2017    22.25
RH DONNELLEY          6.875% 1/15/2013     31.50
RH DONNELLEY          6.875% 1/15/2013     24.50
RITE AID CORP         6.875% 8/15/2013     35.00
RITE AID CORP         8.625% 3/1/2015      32.94
RITE AID CORP         7.700% 2/15/2027     20.00
RJ TOWER CORP        12.000% 6/1/2013       1.13
ROUSE COMPANY         8.000% 4/30/2009     69.94
ROUSE COMPANY         3.625% 3/15/2009     59.80
SEARS ROEBUCK AC      7.500% 1/15/2013     32.25
SECURUS TECH         11.000% 9/1/2011      52.00
SIRIUS SATELLITE      2.500% 2/15/2009     82.88
SIX FLAGS INC         9.625% 6/1/2014      30.00
SIX FLAGS INC         9.750% 4/15/2013     33.00
SLM CORP              4.200% 9/15/2010     50.11
SLM CORP              4.000% 1/15/2009     95.00
SPECTRUM BRANDS       7.375% 2/1/2015      30.50
STANLEY-MARTIN        9.750% 8/15/2015     25.00
STATION CASINOS       6.625% 3/15/2018     12.75
STATION CASINOS       6.000% 4/1/2012      35.50
STATION CASINOS       6.875% 3/1/2016      13.75
STATION CASINOS       6.500% 2/1/2014      13.50
SWIFT TRANS CO       12.500% 5/15/2017   #N/A N.
TEKNI-PLEX INC       12.750% 6/15/2010     65.00
TIMES MIRROR CO       7.250% 3/1/2013      24.00
TOUSA INC             9.000% 7/1/2010      16.00
TOUSA INC             7.500% 3/15/2011      2.25
TOUSA INC             7.500% 1/15/2015      0.88
TOUSA INC             9.000% 7/1/2010      14.88
TOUSA INC            10.375% 7/1/2012       2.25
TRIBUNE CO            5.670% 12/8/2008     94.00
TRIBUNE CO            5.250% 8/15/2015     16.25
TRIBUNE CO            4.875% 8/15/2010     40.00
TRONOX WORLDWIDE      9.500% 12/1/2012     26.25
TRUE TEMPER           8.375% 9/15/2011     29.80
TRUMP ENTERTNMNT      8.500% 6/1/2015      21.40
UAL CORP              5.000% 2/1/2021      41.51
UAL CORP              4.500% 6/30/2021     43.32
US AIRWAYS GROUP      7.000% 9/30/2020     59.00
VERASUN ENERGY        9.875% 12/15/2012    57.25
VERENIUM CORP         5.500% 4/1/2027      38.00
VERTIS INC            9.750% 4/1/2009      79.13
VESTA INSUR GRP       8.750% 7/15/2025      1.00
VICORP RESTAURNT     10.500% 4/15/2011      6.75
VION PHARM INC        7.750% 2/15/2012     22.50
VISTEON CORP          7.000% 3/10/2014     14.00
VISTEON CORP          8.250% 8/1/2010      35.00
WASH MUT BANK NV      5.650% 8/15/2014      0.25
WASH MUT BANK NV      5.550% 6/16/2010     28.50
WASH MUTUAL INC       4.625% 4/1/2014      16.03
WASH MUTUAL INC       4.000% 1/15/2009     69.00
WASH MUTUAL INC       4.200% 1/15/2010     66.50
WASH MUTUAL INC       7.250% 11/1/2017     16.50
WASH MUTUAL INC       8.250% 4/1/2010      16.00
WCI COMMUNITIES       9.125% 5/1/2012      21.25
WILLIAM LYON         10.750% 4/1/2013      29.85
WIMAR OP LLC/FIN      9.625% 12/15/2014     4.00
WOLVERINE TUBE       10.500% 4/1/2009      89.00
XM SATELLITE         10.000% 12/1/2009     46.88
YOUNG BROADCSTNG      8.750% 1/15/2014     15.00
YOUNG BROADCSTNG     10.000% 3/1/2011      10.00


                             *********

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 ***