TCR_Public/081023.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, October 23, 2008, Vol. 12, No. 253           

                             Headlines

720-728 LLC: Case Summary & Two Largest Unsecured Creditors
3 DAY BLINDS: Case Summary & 20 Largest Unsecured Creditors
ALLBRITTON COMMS: S&P Cuts $455MM Subordinated Notes Rating to 'B'
AMACORE GROUP: Clark Marcus Quits as Board Chairman
AMACORE GROUP: COO Gerald Smith Discloses De Minimis Stake

AMERICAN AXLE: SUV Trucks Market Erosion Cues Moody's Rating Cut
AMERICAN INT'L: To Freeze $19MM in Payments to Martin Sullivan
AMERICAN INTERNATIONAL: Inks Settlement on Derivative Action
AMERIMARK DIRECT: Moody's Withdraws Ratings on Insufficient Info
ARIAD PHARMACEUTICALS: Merck Starts deforolimus 2nd Clinical Trial

ASARCO LLC: Terminates Purchase Contract with Sterlite
ASARCO LLC: To Suspend Solicitation Process on Plans
ASCENDIA BRANDS: Panel May Retain Amper as Financial Advisors
ASCENDIA BRANDS: Panel May Retain Landis Rath as Counsel
ASHTON WOODS: Posts $15 Million Net Loss for Quarter Ended Aug. 31

AZ CON CONCRETE: Voluntary Chapter 11 Case Summary
BARRINGTON II: Moody's Downgrades Ratings and Left Under Watch
BRUNSWICK: Moody's Chips Unsecured Notes' Rating to 'Ba3'
BUFFALO THUNDER: Moody's Cuts Ratings to 'B3'; On Neg. Outlook
CABLEVISION SYSTEMS: Names Michael Huseby as Finance Chief

CALIFORNIA OIL: Posts $127,622 Net Loss for Quarter Ended Aug. 31
CALPINE CORP: To Release Third Quarter 2008 Results on November 7
CALPINE CORP: To Get $97MM from Rosetta Resources to Settle Claims
CAMPBELL RESOURCES: TSX to Review Listing Requirement Compliance
CASH TECHNOLOGIES: Posts $826K Net Loss for Qtr. Ended August 31

CASH TECHNOLOGIES: Delays Form 10QSB Filing with SEC
CASH TECHNOLOGIES: Posts $827,076 Net Loss for August 2008 Quarter
CHAMPION ENTERPRISES: Moody's Junks Ratings; Outlook Stable
CHEM RX: Moody's Keeps 'B2' Ratings, Negative Outlook
CHENG HENG: Files for Bankruptcy Protection

CHENG HENG: Case Summary & Five Largest Unsecured Creditors
CITIBANK OMNI: Moody's Rates $23MM Class 2008-D1 Notes 'Ba2'
COLLEZIONE EUROPA: Files Chapter 11 Plan in New Jersey
COMM 2007-C9: S&P Affirms Ratings on 27 Classes of Certificates
CONEXANT SYSTEMS: Amends Bylaws to Allow Director Resignation

CONSTAR INT'L: Moody's Junks CF Rating; Outlook Revised to Neg
CRITICAL THERAPEUTIC: Posts $2 Million Net Loss for Sept. 20, 2008
DANA CORP: Draws $200 Mil. from Revolver Facility to Add Liquidity
DANA CORP: Court Dismisses Asbestos Ad Hoc Committee's Appeal
DECODE GENETICS: Conducting Long-Term Business Strategic Review

DELPHI CORP: Equity Holders Say Plan Disregarded their Concerns
DELTA AIR: Files Financial Results for Quarter Ended Sept. 30
DERCO JEWELERS: Emerges From Chapter 11 Bankruptcy
ER URGENT: Case Summary & 10 Largest Unsecured Creditors
EXECUTE SPORTS: Sells Sugar Sand Assets to Coosaw Capital

EXECUTE SPORTS: Inks Intercreditor and Standby Agreement
FELCOR LODGING: S&P Cuts Corp. Credit Rating to 'B+' From 'BB-'
FMA CBO: Moody's Trims $47MM Class B Notes Rating to Caa3 from B3
FORSTER DRILLING: Names Frederick Doutel as CEO and Board Chairman
FRIEDMAN'S INC: Wants Plan Exclusivity Period Extended to Feb. 23

GATEHOUSE MEDIA: East Peak Partners, et al., Disclose 7% Stake
GOE LIMA: Wants to Access $2.9 Million SunTrust DIP Facility
GOODY'S FAMILY: GE Corporate Provides $175MM Credit Facility
GOTTSCHALKS INC: NYSE to Delist Common Stock on October 27
GSV INC: Gains Maturity Extension for $160,000 Promissory Note

GWLS HOLDINGS: Gets Initial OK to Access $45 Million UBS Facility
HEALTHTRONICS INC: Increased Corp. Debt Cues Moody's Ratings Cut
INTERSTATE BAKERIES: Says Disclosure Statement Has Adequate Info
IRVINE SENSORS: Transfers Optex Asset to Longview to Kill Debt
ISCHUS HIGH GRADE: Moody's Cuts Ratings on Six Classes of Notes

ISCHUS MEZZANINE: Moody's Slashes Two Notes Ratings to 'Ca'
JOHNSON BROADCASTING: Files for Chapter 11 Protection in Houston
JONES APPAREL: Moody's Cuts CF and PD Ratings to 'Ba2' from 'Ba1'
JUPITER FINANCE: S&P Cuts Ratings on Two Classes to 'D'
KEVIN LAM: Case Summary & Nine Largest Unsecured Creditors

KIMBALL HILL: Court OKs Bid Procedures for Texas Property Sale
KIMBALL HILL: Court Extends Removal Period to Plan Confirmation
KIMBALL HILL: Court Extends Plan Filing Period Until January 16
KLEROS PREFERRED: Moody's Cuts Ratings on Notes, Leaves on Review
LITTLE PROFESSIONALS: Court Orders Closure of Day Care Center

LOS ROBLES CDO: Moody's Lowers Ratings on Seven Classes of Notes
MDWERKS INC: Names CEO Howards Katz as President
MELROSE INVESTORS: Moody's Cuts Class A Notes Rating to 'B3'
MERVYN'S LLC: Ceases Operations; Hearing Today on Bidding Protocol
METROMEDIA STEAKHOUSE: Files for Chapter 11 Bankruptcy in Delaware

METROMEDIA STEAKHOUSES: Case Summary & 40 Largest Unsec. Creditors
MILLSTONE II: Moody's Reviews Notes Ratings for Possible Cut
MOUNT AIRY: Moody's Cuts Ratings on Weak Operating Results
MOTOR COACH: 1st Day Motions Ok'd; May Continue Customer Programs
NATIONAL BEEF: S&P's 'B+' Rating Unaffected by Oct. 20 Lawsuit

NEBRASKA BOOK: Moody's Cuts Corporate Family Rating to B3 from B2
NRG ENERGY: S&P Puts 'B+' Corp. Credit Rating Under Pos. Watch
PACE UNIVERSITY: Moody's Affirms Bonds Ratings at 'Ba1'
PARCS MASTER: S&P Cuts PARCS Master Trust Rating to 'B' from 'BBB'
PINE TREE IV: Moody's Slashes $3MM Secured Notes Rating to 'Caa1'

PROPEX INC: Amends Schedules of Assets and Liabilities
QPC LASERS: Warns of Possible Bankruptcy Absent Funding
RED VALLEY: Section 341(a) Meeting Scheduled for November 12
REGENT BROADCASTING: Moody's Trims PD Rating to 'Caa1' from 'B3'
SANKATY HIGH YIELD: Collateral Erosion Cues Moody's Rating Actions

SANKATY HIGH YIELD: Moody's Chips Ratings on Collateral Erosion
SKILLSOFT PLC: S&P Lifts Credit Rating to 'BB-' From 'B+'
STRATUS GROUP: To Pay 45% to Unsecured Creditors; Leedom Steps In
SYNTAX-BRILLIAN: OIG Appeals Order to Consummate Asset Purchase
SUMMIT GLOBAL: U.S. Trustee Wants Case Converted to Chapter 7

TIERS(R) MISSOURI: Moody's Cuts $31MM Certificates Rating to 'Ba1'
TWL CORP: Defaults on $8.7MM Notes, Files for Chapter 11
UAL CORP: Posts $779MM Net Loss in Quarter Ended September 30
US BIODEFENSE: Posts $601,141 Net Loss for August 31, 2008
VALEO INVESTMENT: Moody's Junks $12.5MM Subordinated Notes Rating

VERSO TECH: May Use Cash Collateral Through Nov. 14, 2008
VISION DEV'T: Parent's Townhome Project to be Sold in November
WACHOVIA CORP: Posts $$23.89 Billion Third Quarter Net Loss
WASHINGTON MUTUAL: Wilmington Trust to Serve in Creditors Panel
WING HENG: Case Summary & 14 Largest Unsecured Creditors

WM WRIGLEY: Moody's Withdraws Ratings on Voluntary SEC Delisting
WM WRIGLEY: S&P Withdraws BB+ Corp. Credit Rating at Co.'s Request
WORLDSPACE INC: Gains Access to $2M in Interim Dip Financing
WP HICKMAN: Court Okays Campbell & Levine as Bankruptcy Counsel
WP HICKMAN: Seeks Court OK to Hire Marsalese as Special Counsel

* Proskauer Rose Creates Economic Crisis Response Group
* Garden City Expands Capabilities w/ Addition of Two Team Members

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

                             *********


720-728 LLC: Case Summary & Two Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 720-728 LLC
        2275 Atlantic Blvd.
        Neptune Beach, FL 32266

Bankruptcy Case No.: 08-06471

Chapter 11 Petition Date: October 21, 2008

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Albert H. Mickler, Esq.
                  court@planlaw.com
                  Law Offices of Mickler & Mickler
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822

Total Assets: $375,000

Total Debts: $1,752,000

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

            http://bankrupt.com/misc/flmd08-06471.pdf


3 DAY BLINDS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 3 Day Blinds, Inc.
        2220 E. Cerritos Avenue
        Anaheim, CA 92806

Bankruptcy Case No.: 08-16696

Type of Business: The Debtor sells home accessories.
                  See: http://www.3dayblinds.com/

Chapter 11 Petition Date: October 21, 2008

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Christopher O. Rivas, Esq.
                  crivas@reedsmith.com
                  Reed Smith LLP
                  355 S. Grand Ave., Suite 2900
                  Los Angeles, CA 90071-1514
                  Tel: (213) 457-8000
                  Fax: (213) 457-8080

                     --- and ---

                  Daniel A. Lev, Esq.
                  dlev@sulmeyerlaw.com
                  SulmeyerKupetz
                  333 S. Hope St. 35th Floor
                  Los Angeles, CA 90071
                  Tel: (213) 626-2311

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Paul, Hasting, Janofsky &      legal             $320,186
Walker LLP
Attn: Gregg Vignos
55 Second St. 24th Floor
San Francisco, CA 94105-3441
Tel: (415) 856-7210

State Board of Equaliz         sales tax         $292,120
Attn: Victo Guillen
P.O. Box 942879
Sacramento, CA 94279
Tel: (949) 274-6839

Offshore Promotion, Inc.       mexico operations $282,630
Attn: Roxanne Ojeda
3065 Beyer Blvd., Suite 103
Sand Diego, CA 92154
Tel: (619) 690-2622

Federal Express                freight           $267,432
Attn: Judy Snyder
P.O. Box 7221
Pasadena, CA 91109-7321
Tel: (412) 809-4937

Mediaspot, Inc.                marketing         $253,378
Attn: Quinn Troung
1550 Bayside Drive
Corona Del Mar, CA 92625
Tel: (949) 721-0500

Hunter Douglas-Components      inventory         $236,537

Danmer Inc.                    fabricators       $234,738

Alumafold Pacific Inc.         inventory         $207,268

Comfortex Corporation          inventory         $190,864
Components

California Overnight           freight out       $183,995

Armstrong/Robitaille           insurance         $178,163

Concept Packaging & Des.       inventory         $170,113
Inc.

Microsoft Licensing, GP        maintenance       $169,196

Hunter Douglas-                fabricators       $156,100
Intermountain

Blue Shield of California      insurance         $131,287

The Great Indoors              rent              $130,887

Valassis Direct Mail Inc.      trade debt        $125,792

Wasau Underwriters             insurance         $120,595

Enstrom Corporation            inventory         $114,318

Springs Window Fashions        inventory         $101,702


ALLBRITTON COMMS: S&P Cuts $455MM Subordinated Notes Rating to 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Arlington, Virginia-based Allbritton Communications
Corp. to 'B' from 'B+'.  The rating outlook is stable.

At the same time, S&P lowered the issue-level rating on
Allbritton's $455 million senior subordinated notes to 'B' from
'B+'.  The recovery rating remains unchanged at '4', indicating
our expectation of average (30% to 50%) recovery in the event of a
payment default.

"The ratings downgrade reflects our expectation that, against the
backdrop of economic pressures on ad spending -- especially in
Allbritton's key Washington, D.C. market -- and absent debt
reduction, the company's covenant compliance cushion could be
narrowed to the point of limiting borrowing availability," said
S&P's credit analyst Deborah Kinzer.

The 'B' rating on Allbritton reflects financial risk from high
leverage, potential for covenant compliance pressure, cash flow
concentration from limited portfolio diversity, and advertising
cyclicality.  The company's good positions in its TV markets, TV
broadcasting's good margins, and its discretionary cash flow
potential only partially offset these factors.

Allbritton owns and operates a modest TV station portfolio
covering one large and six midsize markets ranked from No. 9 to
No. 100 and reaching 4.9% of U.S. TV households.  Cash flow is
heavily concentrated in the Washington, D.C. market.  The bulk of
the company's stations are affiliated with the ABC Network;
Allbritton is the third-largest independent owner of ABC Network
affiliates.  This lack of operational diversity makes the company
vulnerable to shifts in ABC's prime-time ratings and in the
Washington/Virginia/Maryland economy.  Allbritton's news programs
rank No. 1 or No. 2 in early and late news in a majority of its
markets.

EBITDA fell 17% on a 1% revenue decline in the 12 months ended
June 30, 2008, because of the cyclical absence of political
advertising and economic weakness in a majority of the company's
markets and higher employee compensation expense.  Higher
headcount from The Politico, a Capitol Hill-targeted newspaper
that Allbritton launched in January 2007, contributed a
significant proportion of the expense increase.  The company's
EBITDA margin for the 12 months ended June 30, 2008 was 31.8%,
down from 37.9% for the same period in 2007.  Discretionary cash
flow remains negative, although the deficit has narrowed
significantly since last year, when the company paid larger-than-
usual distributions to its parent (about 75% of EBITDA in fiscal
2007).

Leverage remains a key rating concern, particularly in light of
Allbritton's concentrated cash flow base and ongoing distributions
to its parent company.  Lease-adjusted total debt to EBITDA
deteriorated to 7.2x as of June 30, 2008, from 6.0x as of June 30,
2007, because of lower EBITDA.  Using an average trailing-eight-
quarter EBITDA figure to adjust for the variability between
election and nonelection years, Allbritton's lease-adjusted
leverage ratio was 6.5x as of June 30, 2008.  The company is owned
and operated by the Allbritton family through Perpetual Corp.
Distributions to Perpetual typically consume the company's
discretionary cash flow, and sometimes even more than that; S&P
expects that this will continue.  Lease-adjusted EBITDA coverage
of interest expense was 1.8x for the 12 months ended June 30,
2008.


AMACORE GROUP: Clark Marcus Quits as Board Chairman
---------------------------------------------------
The Amacore Group, Inc. disclosed in a Securities and Exchange
Commission filing that Clark A. Marcus resigned from his position
as Chairman of the Board of Directors and as a member of the Board
of Directors.

Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) --
http://www.amacoregroup.com/-- provides health-related membership     
benefit programs, insurance programs, and other innovative and
high-quality solutions to individuals, families and employer
groups nationwide.  

Through its wholly owned subsidiary, LifeGuard Benefit Solutions
Inc., Amacore now has the ability to provide administrative and
back-office services to other healthcare companies in addition to
expanding its own call center capability through its wholly-owned
subsidiary, JRM Benefits Consultants LLC and US Heath Benefits
Group Inc., a call center-based marketing company.  Zurvita Inc.,
Amacore's newly formed, wholly-owned subsidiary specializing in
direct to consumer multi-level marketing, provides yet another
channel for Amacore's ever-increasing range of healthcare and
healthcare-related products

                       Going Concern Doubt

The company believes that existing conditions raise substantial
doubt about the company's ability to continue as a going concern.  
The company has sustained operating losses in recent years.  In
addition, the company reported a net loss of $2,592,655 for the
quarter ended June 30, 2008.

The company's consolidated financial statements at June 30, 2008,
also showed strained liquidity with $9.4 million in total current
assets available to pay $11.3 million in total current
liabilities.


AMACORE GROUP: COO Gerald Smith Discloses De Minimis Stake
----------------------------------------------------------
Gerald Scott Smith, The Amacore Group Inc.'s chief operating
officer and interim chief financial officer, disclosed in a
Securities and Exchange Commission filing that he beneficially
owns 30,000 shares of the company's Class A common stock,
representing less than one percent of the 143,220,225 Class A
Common Shares issued and outstanding as of Aug. 13, 2008.

Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) --
http://www.amacoregroup.com/-- provides health-related membership    
benefit programs, insurance programs, and other innovative and
high-quality solutions to individuals, families and employer
groups nationwide.  

Through its wholly owned subsidiary, LifeGuard Benefit Solutions
Inc., Amacore now has the ability to provide administrative and
back-office services to other healthcare companies in addition to
expanding its own call center capability through its wholly-owned
subsidiary, JRM Benefits Consultants LLC and US Heath Benefits
Group Inc., a call center-based marketing company.  Zurvita Inc.,
Amacore's newly formed, wholly-owned subsidiary specializing in
direct to consumer multi-level marketing, provides yet another
channel for Amacore's ever-increasing range of healthcare and
healthcare-related products

                       Going Concern Doubt

The company believes that existing conditions raise substantial
doubt about the company's ability to continue as a going concern.  
The company has sustained operating losses in recent years.  In
addition, the company reported a net loss of $2,592,655 for the
quarter ended June 30, 2008.

The company's consolidated financial statements at June 30, 2008,
also showed strained liquidity with $9.4 million in total current
assets available to pay $11.3 million in total current
liabilities.


AMERICAN AXLE: SUV Trucks Market Erosion Cues Moody's Rating Cut
----------------------------------------------------------------
Moody's Investors Service lowered American Axle & Manufacturing
Holdings, Inc.'s Corporate Family Rating to B2 from B1 and is
reviewing the rating for further possible downgrade.  The
downgrade results from the continued erosion in the North American
market for SUVs and light trucks, and the resulting pressure on
the company's credit metrics.  Although American Axle may realize
important structural cost benefits from the constructive labor
contact that was completed in May 2008 and from other
restructuring actions, the benefits of these initiatives will be
significantly offset by the continuing erosion of demand for SUV's
and light trucks in the wake of high fuel costs and global
economic uncertainty.

While the company's earlier announcement of $1.4 billion of new
business wins are expected to further diversify among the
company's customers, products and geographically, American Axle's
revenue will continue to be concentrated with General Motors.

Moody's review is focusing on the degree to which American Axle
will be able to further adjust its cost structure to contend with
the severe downturn in North American automotive markets, which is
expected to continue into 2009.  The review will also assess the
level of liquidity that American Axle will likely be able to
maintain during this downturn.

The Speculative Grade Liquidity Rating of SGL-3 reflects the
expectation of negative free cash flow over the next twelve months
as a result of restructuring costs and the weakening automobile
production in North America.  At June 31, 2008 the company
reported $196 million of cash and had $572 million of availability
under its $600 million revolving credit facility.  Principal
financial covenants measure net debt to EBITDA and net worth. Both
covenants exclude special and non-recurring items such as the
costs related to restructuring under the new labor agreement.  

However, cushions under the financial covenants are expected to
diminish in the near term reflecting the impact of lower
production in North America on the company's key platforms.  All
of the company's bank obligations and notes are currently
unsecured, which establishes some flexibility to generate
alternative liquidity, subject to lien baskets and sale/leaseback
limitations in the respective indentures.

Ratings lowered and under review:

American Axle & Manufacturing Holdings, Inc.

  -- Corporate Family, to B2 from B1
  -- Probability of Default, to B2 from B1
  -- Unsecured guaranteed convertible note, to B2 (LGD4, 54 %)
     from B1 (LGD4, 54%)

American Axle & Manufacturing, Inc.

  -- Unsecured guaranteed notes, to B2 (LGD4, 54 %) from B1
     (LGD4, 54%)

  -- Unsecured guaranteed term loan, to B2 (LGD4, 54 %) from B1
     (LGD4, 54%)

Holdings' obligations are guaranteed by American Axle and vice
versa.

The last rating action was on June 26, 2008 when American Axle's
ratings were lowered.

American Axle & Manufacturing, Inc., headquartered in Detroit,
Michigan, is a world leader in the manufacture, design,
engineering and validation of driveline systems and related
components and modules, chassis systems, and metal formed products
for light truck, SUV's and passenger cars.  The company has
manufacturing locations in the USA, Mexico, the United Kingdom,
Brazil, China and Poland.


AMERICAN INT'L: To Freeze $19MM in Payments to Martin Sullivan
--------------------------------------------------------------
Chad Bray at The Wall Street Journal reports that American
International Group, Inc., will freeze about $19 million in
payments to former CEO, Martin Sullivan.

Mr. Sullivan was forced out by AIG's board in June.  WSJ relates
that New York Attorney General Andrew Cuomo said in a conference
call with reporters that Mr. Sullivan was owed $19 million plus
other benefits under his employment contract.  

According to WSJ, Mr. Cuomo is reviewing executive compensation
and other expenditures AIG paid out as the company neared its
collapse.  WSJ relates that some regulators are troubled by
outsized compensation packages being paid to departing executives
in the financial industry, particularly if those companies sought
help from the federal government.  Mr. Cuomo said he believes some
of the company expenditures, including payments to departing
executives, may breach New York state law and are fraudulent
conveyances, the report states.  The report says that Mr. Cuomo
and AIG agreed to work together to recover any expenditures
considered to be improper.

AIG, says WSJ, also agreed not to distribute any funds from its
$600 million deferred-compensation and bonus pools of its AIG
Financial Products subsidiary.  According to the report, Mr. Cuomo
thinks that AIG Financial was largely responsible for AIG's near
collapse.  

AIG Financial's former chief, Joseph Cassano, the former head of
AIG Financial Products, has a share of about $69 million in the
deferred-compensation and bonus pool, while five top executives in
that unit have a combined share of funds totaling $93 million, the
report states, citing Mr. Cuomo.

WSJ relates that Mr. Cuomo said in a letter to AIG's CEO Edward M.
Liddy, "To be clear, it is my position that until the taxpayers
are repaid with interest the more than $120 billion that has been
used in the rescue financing of AIG, no funds should be paid out
of these pools to any executives.  As AIG recovers using taxpayer
money, these pools should not be used to reward executives ahead
of taxpayers."

AIG, according to WSJ, will form a special governance committee to
implement new expense-management controls and cancel perks that
aren't strictly justified by legitimate business needs.  AIG will
cancel more than 160 conferences and events, saving more than
$8 million, WSJ reports.

                  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.

                        *     *     *          

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

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


AMERICAN INTERNATIONAL: Inks Settlement on Derivative Action
------------------------------------------------------------
American International Group, Inc., disclosed in a Securities and
Exchange Commission filing that it has entered with Teachers'
Retirement System of Louisiana, individually and derivatively on
behalf of AIG, and defendants Maurice R. Greenberg, Edward E.
Matthews, Howard I. Smith, Thomas R. Tizzio and C.V. Starr & Co.,
Inc. into a Stipulation of Settlement in connection with a 2002
derivative action captioned Teachers' Retirement System of
Louisiana v. Aidinoff, et al., C.A. No. 20106, before the Court of
Chancery of the State of Delaware

The parties intend for the stipulation to fully, finally, and
forever resolve, discharge, and settle the derivative action and
any and all AIG and defendant released claims.

Full-text copy of the stipulation of settlement is available free
of charge at: http://researcharchives.com/t/s?3416

Full-text copy of the notice stipulation of settlement is
available free of charge at: http://researcharchives.com/t/s?3417

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.

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.


AMERIMARK DIRECT: Moody's Withdraws Ratings on Insufficient Info
----------------------------------------------------------------
Moody's Investors Service withdrew all ratings of AmeriMark
Direct, LLC.  The ratings have been withdrawn because Moody's
believes it lacks adequate information to maintain ratings.

Ratings withdrawn include these:

  -- Corporate family rating of B2;
  -- Probability of default rating of B2;
  -- Revolving credit facility at Ba3;
  -- First lien term loan at Ba3, and
  -- Second lien term loan at Caa1.

The most recent rating action for AmeriMark was the July 27, 2007
initial assignment of ratings.

AmeriMark Direct LLC, headquartered in Cleveland, Ohio, is a
leading direct and catalog marketer.


ARIAD PHARMACEUTICALS: Merck Starts deforolimus 2nd Clinical Trial
------------------------------------------------------------------
ARIAD Pharmaceuticals, Inc., disclosed in a Securities and
Exchange Commission filing the initiation of a Phase 2 clinical
trial by Merck & Co., Inc., to evaluate the safety and efficacy of
oral deforolimus, ARIAD's investigational mTOR inhibitor, in
patients with advanced prostate cancer.  

In collaboration with Merck, deforolimus is currently being
studied in multiple clinical trials, both alone and in combination
with other therapies, in patients with several different types of
cancer.  Under the terms of the agreement, ARIAD will receive a
$12.5 million milestone payment from Merck upon treatment of the
first patient in this clinical study.

                    About ARIAD Pharmaceuticals

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

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


ASARCO LLC: Terminates Purchase Contract with Sterlite
------------------------------------------------------
ASARCO LLC said it is terminating its contract with Sterlite
(USA), Inc., for the sale of its operating assets. ASARCO also
announced that it will draw on the $50 million letter of credit
posted by Sterlite when it signed the purchase contract on May 30,
2008.

"We are taking this action in light of Sterlite's disclosure to us
last week that it 'cannot and will not' close the sale unless
ASARCO agrees to a price reduction," stated Joseph F. Lapinsky,
President and Chief Executive Officer of ASARCO. "Sterlite has
repudiated the contract, which gives us the right to terminate
it," he added. "By terminating the contract, we are not waiving
any of our rights or remedies, and ASARCO is exploring all
possible options to obtain the highest and best value for the
estate. We look forward to the court-ordered mediation on October
30-31, including Sterlite's participation," Lapinsky continued.

ASARCO announced Sterlite's repudiation of the contract during a
court-ordered status conference on October 14, 2008. Sterlite had
agreed to purchase the operating assets of ASARCO for
$2.6 billion. The Purchase and Sale Agreement was part of ASARCO's
plan of reorganization, which had been mailed to creditors in a
solicitation package on September 29.

The U.S. Bankruptcy Court in Corpus Christi, TX issued an order on
October 20, suspending the solicitation procedures, including
balloting and confirmation hearings that had been scheduled to
begin November 17, 2008. The order applies to both ASARCO's plan
and the competing plan submitted by its parent companies, Americas
Mining Corporation and ASARCO Incorporated.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: To Suspend Solicitation Process on Plans
----------------------------------------------------
In light of plan sponsor Sterlite (USA), Inc.'s inability to
perform as buyer under the Purchase and Sale Agreement embodied
in Asarco LLC's proposed Chapter 11 plan, the Hon. Robert Schmidt
of the United States Bankruptcy Court for the Southern District of
New York suspended all deadlines set forth in the Court's Plan
Confirmation Objection Procedures Order.

The Debtors, however, note that the Court did not suspend the
deadline for creditors and interest holders to vote on the Plans
of Reorganization for ASARCO LLC and its debtor affiliates.

The current deadline for voting on the Plans is October 27.  The
Debtors' balloting agent mailed solicitation packages to
creditors entitled to vote in late September 2008.

The Debtors note that various parties have approached them for a
suspension of the Plan Voting Deadline.

Accordingly, at the Debtors' behest, Judge Schmidt suspends the
current solicitation and balloting process of the ASARCO Plans to
avoid creditor confusion and unnecessary costs to the Debtors'
estates.

Creditors who are entitled to vote are not required to complete
and submit any ballots received in connection with the voting on
the Plans at this time, the Court clarifies.  Any ballots
received by AlixPartners, LLC, as the Debtors' balloting agent,
will be disregarded for all purposes, and those ballots will not
constitute a waiver of a creditor's or interest holder's rights.

ASARCO, Inc., the parent company of the Debtors, supports the
suspension request.

The Court has also approved the form of a notice of suspension of
the Solicitation Procedures and Balloting on the Debtors' and the
Parent's Plans of Reorganization for ASARCO LLC and its debtor
affiliates.

For any questions on the Suspension Notice, creditors are
encouraged to contact Alix Partners at 2100 McKinney Avenue,
Suite 800, in Dallas Texas 75201; call (888)727-9235 or (972)535-
7137; or email CMS_Noticing@alixpartners.com with reference as
"ASARCO" in the subject line.

                Court Suspends Plan-Related Dates

The Court vacated its order setting deadlines with respect to
discovery in connection with objections to the confirmation of
the competing Chapter 11 plans in the Debtors' cases.  Judge
Schmidt held that the deadline for filing plan confirmation
objections is suspended until further Court order.

Judge Schmidt, however, clarified that nothing in his order will
vacate the Plans' confirmation hearings scheduled to commence on
November 17, 2008.

ASARCO LLC has previously announced that its plan sponsor,
Sterlite (USA), Inc., is unable to close the sale transaction
that was expected to fund the Debtors' Plan.  Moreover, U.S.
District Judge Andrew Hanen ordered the parties to mediation to
address confirmation issues and resolution of the fraudulent
conveyance suit brought by ASARCO against AMC.  The mediation
will take place on October 30 and 31, 2008, before the Honorable
Marvin Isgur.

                         About ASARCO LLC

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

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

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

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

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

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

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

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

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

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

(ASARCO Bankruptcy News Issue No. 89; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


ASCENDIA BRANDS: Panel May Retain Amper as Financial Advisors
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the Official Committee of Unsecured Creditors appointed in
Ascendia Brands Inc., and its debtor-affiliates' bankruptcy cases,
permission to retain Amper, Politziner & Mattia, LLP as its
accountants and financial advisors, nunc pro tunc to Aug. 21,
2008.

As the Creditors Committee's accountants and financial advisors,
Amper is expected to:

  a) analyze the financial operations of the Debtors pre- and
     postpetition as necessary;

  b) perform forensic investigating services as requested by
     the Committee and counsel regarding pre-petition activities
     of the Debtors to identify potential causes of action;

  c) perform claims analysis for the Committee, as necessary;

  d) verify the physical inventory of supplies, equipment and
     other material assets and liabilities, as necessary;
    
  e) assist the Committee in its review of monthly statements
     of operations to be submitted by the Debtor;

  f) analyze the Debtors' budgets, cash flow projections,   
     restructuring programs, selling and general administrative
     structure and other reports or analyses prepared by the
     Debtor or its professionals in order to advise the Committee
     on the status of the Debtors' operations;
    
  g) scrutinize cash disbursements on an on-going basis for the
     period subsequent to the Petition Date;

  h) analyze transactions with insiders, related or affiliated
     companies;

  i) prepare and submit reports to the Committee as necessary;

  j) assist the Committee in its review of the financial aspects
     of a plan of reorganization to be submitted by the Debtors;
    
  k) attend meetings of Creditors and conferences with
     representatives of  the creditor groups and their counsel;
    
  l) prepare hypothetical orderly liquidation analyses;

  m) monitor the sale or liquidation of any of the Debtors'
     assets;
  
  n) analyze the financial ramifications of any proposed
     transactions for which the Debtors seek Bankruptcy Court
     approval including, but not limited to, post-petition
     financing, sale of all or a portion of the Debtors' assets,
     management compensation and/or retention and severance plans;
     
  o) render expert testimony on behalf of the Committee;

  p) provide assistance and analysis in support of potential
     litigation (including avoidance power actions) that may be
     investigated and/or prosecuted by the Committee; and

  q) analyze transactions with the Debtors' financing
     institutions.

As compensation for their services, Amper's professionals bill:

                                 Hourly Rate
                                 -----------
     Directors/Partners           $375-$425
     Managers/Senior Managers     $275-$375
     Seniors/Supervisors          $180-$250
     Staff                        $130-$175
     Paraprofessionals               $105

The principal professionals at Amper designated to represent the
Committee and their current hourly rates are:

     Edward A. Phillips (Partner)    $425
     Allen D. Wilen                  $425
     M. Jay Lindenberg (Director)    $400
     Laura Patt (Manager)            $300
     Various associates           $130-$250
     Stephanie Prinston              $105

Edward A. Phillips, CPA, a partner at Amper, Politziner & Mattia,
LLP, assured the Court that the firm does not hold or represent
any interest adverse to the Debtors or their estates, their
creditors or other parties-in-interest in these cases.  Amper also
advised the Committee that it has no connection with the Debtors,
their creditors or other parties-in-interest in these cases, but
because it is a large firm with a national practice it may have
represented certain of the Debtors' creditors or equity holders in
matters unrelated to the Debtors' cases.

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


ASCENDIA BRANDS: Panel May Retain Landis Rath as Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted the
Official Committee of Unsecured Creditors appointed in Ascendia
Brands Inc., and its debtor-affiliates' bankruptcy cases,
authority to retain Landis Rath & Cobb LLP as its counsel, nunc
pro tunc to Aug. 14, 2008.

As the Creditors Committee's counsel in these cases, Landis Rath
is expected to:

  a) render legal advice with respect to the powers and duties of
     the Committee and the other participants in the Debtors'
     cases;

  b) assist the Committee in its investigation of the acts,
     conduct, assets, liabilities and financial condition of the
     Debtors, the operation of the Debtors' businesses and any
     other matter relevant to the Debtors' cases, as and to the
     extent such matters may affect the Debtors' creditors;

  c) participate in negotiations with parties-in-interest with
     respect to any disposition of the Debtors' assets, plan of
     reorganization and disclosure statement in conection
with                                                    
     such plan, and otherwise protect and promote the interests of
     the Debtors' creditors;

  d) prepare all necessary applications, motions, answers, orders,
     reports and papers on behalf of the Committee, and appear on
     behalf of the Committee at Court hearings as necessary and
     appropriate in connection with the Debtors' cases;

  e) render legal advice and perform legal services in connection;
     and

  f) perform all other legal necessary legal services in
     connection with these Chapter 11 cases, as may be requested
     by the Committee.

The primary Landis Rath attorneys who will be representing the
Committee and their corresponding rates are:

              Professional                  Hourly Rate
              ------------                  -----------
     Richard S. Cobb, Esq., partner        $475 per hour
     Kerri K. Mumford, Esq., associate     $335 per hour
     Mona A. Parikh, Esq., associate       $240 per hour
     
Richard S. Cobb, Esq., a partner at Landis Rath, assured the Court
that the firm neither holds or represents any interest adverse to
the Debtors or their estates, and that the firm is a
"disinterested person" as defined in Sec. 101(14) of the
Bankruptcy Code.

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


ASHTON WOODS: Posts $15 Million Net Loss for Quarter Ended Aug. 31
------------------------------------------------------------------
Ashton Woods USA L.L.C. posted $14.97 million in net losses on
$78.26 million in net revenues for the three months ended Aug. 31,
2008, compared with $10.62 million in net losses on $97.5 billion
in net revenues for the three months ended Aug. 31, 2007.

The company's balance sheet as of Aug. 31, 2008, showed $252
million in total assets, $207.86 million in total liabilities, and
$43.73 million in shareholders' equity.

The company is currently in default of certain covenants of its
senior credit facility and the interest payment requirements of
the Subordinated Notes.  One consequence of its default under the
senior credit facility is that it is not currently permitted to
perform its outstanding repurchase offer obligation regarding the
Subordinated Notes.  

If the company is able to negotiate an acceptable resolution to
the current defaults under these facilities and is able to remain
in compliance in the future, it believes that it will be able to
continue to fund its operations and its future cash needs
(including debt maturities) through a combination of cash flows
from operating activities and its existing senior credit facility.

There can be no assurance that the company will be able to
negotiate such a resolution or remain in compliance in the future.
If it is not able to secure an acceptable resolution to the
current defaults, it will need to consider available options and
remedies, which may include seeking additional financing to repay
its outstanding indebtedness and to continue to fund its
operations and future cash needs.

To the extent sought, there can be no assurance that it will be
able to secure such financing on terms acceptable to the company,
or at all.  The company's failure to secure financing when
required could have a material adverse effect on its solvency and
its ability to continue as a going concern.

As of Aug. 31, 2008, the ratio of total debt to total
capitalization was 78.3%, compared to 71.8% as of May 31, 2008.
Total debt to total capitalization consists of notes payable
divided by total capitalization.

A copy of Ashton Woods' financial report for the quarter ended
Aug. 31, 2008, is available free of charge at

               http://researcharchives.com/t/s?341c

Headquartered in Atlanta, Georgia, Ashton Woods USA L.L.C. is
a homebuilder with operations in Atlanta, Dallas, Houston,
Orlando, Phoenix, Denver and Tampa.

                        *     *     *    

Standard & Poor's Ratings Services lowered its corporate credit
ratings on Ashton Woods USA LLC and its subsidiary, Ashton Woods
Finance Co., to 'D' from 'CCC' and downgraded Ashton Woods'
$125 million 9.5% senior subordinated notes due 2015 to 'D' from
'CC' after the company failed to make its Oct. 1, 2008, interest
payment on this obligation. The recovery rating on the senior
subordinated notes remains a '6'. The ratings were on CreditWatch
negative before being lowered, where they were placed on Aug. 6,
2008.


AZ CON CONCRETE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: AZ Con Concrete, Inc.
        6015 S. El Mirage Road
        Tolleson, AZ 85353

Bankruptcy Case No.: 08-14695

Chapter 11 Petition Date: October 21, 2008

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Donald W. Powell, Esq.
                  d.powell@cplawfirm.com
                  Carmichael & Powell, P.C.
                  7301 N. 16th St., #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296

Estimated Assets: $1,571,250

Estimated Debts: $1,881,348

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


BARRINGTON II: Moody's Downgrades Ratings and Left Under Watch
--------------------------------------------------------------
Moody's Investors Service has downgraded and left on watch for
possible downgrade the ratings on the notes issued by Barrington
II CDO Ltd.:

Class Description: $154,000,000 Class A-1S Floating Rate Notes Due
2052

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: Ba1, on review for possible downgrade

In addition, Moody's has downgraded the ratings on these notes:

Class Description: $692,200,000 Class A1-M Floating Rate Notes Due
2052

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

Class Description: $203,800,000 Class A1-Q Floating Rate Notes Due
2052

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

Class Description: $270,400,000 Class A1J-M Floating Rate Notes
Due 2052

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: Ca

Class Description: $79,600,000 Class A1J-Q Floating Rate Notes Due
2052

  -- Prior Rating: B2, on review for possible downgrade
  --Prior Rating Date: June 2, 2008
  -- Current Rating: Ca

Class Description: $189,000,000 Class A-2 Floating Rate Notes Due
2052

  -- Prior Rating: Ca
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: C

Class Description: $78,750,000 Class A-3 Floating Rate Notes Due
2052

  -- Prior Rating: Ca
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: C

Class Description: $43,750,000 Class B Floating Rate Notes Due
2052

  -- Prior Rating: Ca
  -- Prior Rating Date: June 2, 2008
  -- Current Rating: C

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


BRUNSWICK: Moody's Chips Unsecured Notes' Rating to 'Ba3'
---------------------------------------------------------
Moody's Investors Service downgraded the rating on Brunswick's
unsecured notes to Ba3 from Baa3 and downgraded its commercial
paper rating to not prime from P3, concluding a review for
possible downgrade initiated on October 10, 2008.  At the same
time, Moody's assigned a Ba2 corporate family rating and a Ba2
probability of default rating to Brunswick.  The ratings remain on
review for possible additional downgrade, with the LGD assessments
and point estimates also being subject to change.

"The downgrade reflects our concerns that the continuing turmoil
in the financial markets will result in a significant contraction
in discretionary consumer spending over the foreseeable future and
may put pressure on the company's dealer network and its liquidity
position" said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service.  While Moody's believes that Brunswick will
continue to attempt to protect its credit metrics and liquidity,
Moody's are concerned about the company's reduced financial
flexibility as its ability to comply with a financial covenant is
uncertain.

Moody's review will continue to focus on the outlook for the
company's profitability and cash flow generation over the medium
term as well as the expected financial condition of its dealers.  
Moody's will also analyze the company's liquidity position,
including the cushion for covenant compliance in its bank
agreement and in its joint venture agreement with GECC.

The rating for the unsecured notes reflects both the overall
probability of default of the company, to which Moody's assigns a
PDR of Ba2, and a loss given default assessment of LGD 5.  The
notes are unsecured and are not guaranteed by Brunswick's
subsidiaries.

Ratings assigned and on review for possible downgrade include:

  -- Corporate family rating at Ba2;
  -- Probability of default rating at Ba2;

Rating downgraded/assessment assigned, with rating on review for
possible additional downgrade:

  -- Senior unsecured notes to Ba3 (LGD 5, 71%) from Baa3;

Rating downgraded:

  -- Commercial Paper to not prime from Prime-3

Brunswick is headquartered in Lake Forest, Illinois.  The company
manufactures marine engines, pleasure boats, bowling capital
equipment and fitness equipment, and operates retail bowling
centers.  Sales in the twelve months ended June 2008 approximated
$5.6 billion.


BUFFALO THUNDER: Moody's Cuts Ratings to 'B3'; On Neg. Outlook
--------------------------------------------------------------
Moody's Investors Service lowered Buffalo Thunder Development
Authority's corporate family rating, probability of default rating
and senior notes rating to B3 from B2.  The rating outlook is
changed to negative.  The rating action reflects the risk that the
ramp-up of the new Buffalo Thunder Resort could be materially
affected by the economic headwinds in its first year of operation,
which could result in Moody's opinion in a higher leverage than
initially expected but also stretched liquidity in the near term.

Moody's believes that lower tourist visitation in the Santa Fe
area in the context of weakening consumer spending and leisure
travel budgets could represent a major drag on BTDA's revenues,
while the fixed costs associated with a high-quality destination
resort such as Buffalo Thunder are significant.  Although the more
stable local demand could provide a degree of cushion, Moody's
cautions that Buffalo Thunder competes with three locals-focused
casinos within 30 miles, excluding two other small facilities
operated by BTDA, and three larger resorts in Albuquerque, New
Mexico, which is the largest population center in the area.

Additionally, while the macro-economic indicators for New Mexico
are still better than those for the national economy, they are
deteriorating, including unemployment rate.  As a result, Moody's
expects BTDA's leverage to be more in line with the B3 category
after one year of operations.

In Moody's opinion, the negative outlook considers the near-term
risk that a weak ramp-up and insufficient cash flow generation
could result in stretched liquidity, considering that the interest
reserve does not fully cover the December 8 interest payment on
the $245 million notes and that BTDA will start amortizing its
FF&E loan in early 2009.  The rating outlook could return to
stable, should BTDA's liquidity position significantly improve as
a result of the build-up of the cash balance.

Moody's assigned a B2 corporate family rating to BTDA on November
29, 2006.

Ratings downgraded to B3 from B2:

  -- Corporate Family Rating
  -- Probability of Default Rating
  -- $245 million Senior Notes Rating (LGD assessment revised to
     LGD4/52% from LGD4/57%)

BTDA is a political subdivision of the Pueblo of Pojoaque, which
was created in 2006 to oversee all of the Pueblo's gaming
operations.  BTDA operates in Santa Fe, New Mexico, The Cities of
Gold Casino, the Sports Bar Casino, and since August 2008 Buffalo
Thunder Resort.


CABLEVISION SYSTEMS: Names Michael Huseby as Finance Chief
----------------------------------------------------------
Cablevision Systems Corporation disclosed in a Securities and
Exchange Commission filing that on Oct. 16, 2008, it entered into
a new employment agreement with Michael Huseby, its Executive Vice
President and Chief Financial Officer.

The Employment Agreement replaces Mr. Huseby's prior employment
agreement that was set to expire on March 1, 2009, and will
automatically terminate on Oct. 16, 2010.

The Employment Agreement provides for a minimum annual base salary
of $950,000, subject to review and potential increase by the
Company in its sole discretion.  Mr. Huseby is also eligible to
participate in the Company's discretionary annual bonus program
with an annual target bonus opportunity equal to 90% of salary.

Mr. Huseby is also eligible to participate in such equity and
other long-term incentive programs that are made available to
similarly situated executives at the Company.  Mr. Huseby remains
eligible for the Company's standard benefits programs at the
levels that are made available to similarly situated executives at
the Company.

If Mr. Huseby's employment with the Company is terminated prior to
Oct. 16, 2010, (i) by the company or (ii) by Mr. Huseby for good
reason, then, subject to his execution of a satisfactory severance
agreement, the Company has agreed to provide him with:

   -- severance in an amount no less than two times the sum of
      Mr. Huseby's annual base salary and annual target bonus as
      in effect at the time of termination of employment;

   -- continued eligibility for a prorated bonus based on the
      amount of Mr. Huseby's base salary actually earned during
      the calendar year through the termination date if conditions
      outlined in the Employment Agreement are otherwise met;

   -- any restricted shares granted to Mr. Huseby by the Company
      prior to the date of the Employment Agreement shall fully
      vest and all restrictions related thereto shall be
      eliminated; and

   -- a prorated target award amount of any performance awards
      granted to Mr. Huseby prior to the date of the Employment
      Agreement shall vest based on the number of full months of
      the three-calendar year performance period of the relevant
      award that Mr. Huseby was employed by the Company, with any
      payment remaining subject to the relevant performance
      objectives and other conditions outlined in the Employment
      Agreement.

Mr. Huseby's employment is at will and may be terminated by him or
the Company at any time, with or without notice or reason.

                 About Cablevision Systems Corp.

Headquartered in Bethpage, New York, Cablevision Systems Corp.
(NYSE: CVC) -- is a cable operator in the United States that
operates cable programming networks, entertainment businesses and
telecommunications companies.  Through its wholly owned
subsidiary, Rainbow Media Holdings LLC, Cablevision owns interests
in and manages numerous national and regional programming
networks, the Madison Square Garden sports and entertainment
businesses, and cable television advertising sales companies.  
Through Cablevision Lightpath Inc., its wholly owned subsidiary,
the company provides telephone services and Internet access to the
business market.

At June 30, 2008, the company's consolidated balance sheet showed
$9.4 billion in total assets and $14.4 million in total
liabilities, resulting in a $5.0 billion total stockholders'
deficit.

                          *     *     *

As disclosed in the Troubled Company Reporter on June 6, 2008,
Standard & Poor's Ratings Services affirmed all its ratings,
including its 'BB' corporate credit rating, on based Cablevision
Systems Corp., a major cable operator in the New York City
metropolitan area, and its subsidiaries.  The outlook is negative.  

On June 2, 2008, TCR said that Moody's Investors Service assigned
a B1 rating to the proposed new $500 million of senior unsecured
debt to be issued by Cablevision Systems Corporation's subsidiary
CSC Holdings, Inc.  Existing ratings for the company and CSC were
also affirmed.  The rating outlook remains stable.


CALIFORNIA OIL: Posts $127,622 Net Loss for Quarter Ended Aug. 31
-----------------------------------------------------------------
California Oil & Gas Corp. posted $127,622 in net losses on
$21,777 in net revenues for the three months ended Aug. 31, 2008,
compared with $99,678 in net losses on $65,806 in net revenues for
three months ended Aug. 31, 2007.

The company's balance sheet as of Aug. 31, 2008, showed $1,292,816
in total assets, $1,127,667 in total liabilities, and $165,149 in
shareholders' equity.  The company also had $4,238,795 in
accumulated deficit.

At Aug. 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $417,552 in total current assets
available to pay $1,127,667 in total current liabilities.

Full-text copy of California Oil & Gas Corp.'s financial statement
for the quarter ended Aug. 31, 2008, is available free of charge
at http://researcharchives.com/t/s?3410

                       Going Concern Doubt

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

                       About California Oil

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


CALPINE CORP: To Release Third Quarter 2008 Results on November 7
-----------------------------------------------------------------
Calpine Corporation plans to release third quarter 2008 financial
results on Friday, Nov. 7, 2008, before the opening of the New
York Stock Exchange.  Senior management will discuss the results
during an investor call scheduled for 10 a.m. EST or 9 a.m. CST
on Nov. 7, 2008.

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.  The Amended Plan was deemed
effective as of Jan. 31, 2008.

(Calpine Bankruptcy News, Issue No. 96; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


CALPINE CORP: To Get $97MM from Rosetta Resources to Settle Claims
------------------------------------------------------------------
Calpine Corporation disclosed a settlement with Rosetta Resources,
Inc., of all claims related to Calpine's July 7, 2005 sale of
substantially all of its oil and gas business to Rosetta.  The
settlement provides for a $97 million payment to Calpine from
Rosetta and the conveyance of certain residual oil and gas
properties by Calpine to Rosetta.

This settlement resolves disputes that were the subject of
litigation in the U.S. Bankruptcy Court for the Southern District
of New York, including Calpine's fraudulent conveyance claim
against Rosetta and Rosetta's claims against Calpine.

The companies also are executing a 10-year extension of an
existing dedicated reserves gas purchase agreement for Rosetta's
California production located near Calpine's CPN Pipeline Company.

"This is a win-win settlement," Calpine Chief Executive Officer
Jack Fusco, said.  "Our disputes over past events have been
amicably resolved, and we have entered into a mutually beneficial
10-year gas supply agreement that assures Calpine of a continued
relationship with Rosetta and a reliable supply of natural gas for
our California plants through 2019."

The settlement also means that the 2,717,654 shares of Calpine
common stock, which had been specifically reserved for the claims
asserted by Rosetta Resources in Calpine's bankruptcy case, will
become part of the general reserve of Calpine common stock
established under Calpine's confirmed plan of reorganization,
which, if not required to satisfy unresolved claims remaining in
Calpine's bankruptcy case, would be available for further
distributions to Calpine's general unsecured creditors.

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.  The Amended Plan was deemed
effective as of Jan. 31, 2008.


CAMPBELL RESOURCES: TSX to Review Listing Requirement Compliance
----------------------------------------------------------------
The Toronto Stock Exchange said that it is reviewing the common
shares of Campbell Resources, Inc., with respect to meeting the
continued listing requirements.  The Company has been granted 30-
days in which to regain compliance with these requirements,
pursuant to the remedial review process.

Headquartered in Montreal, Canada, Campbell Resources Inc.
(Symbol: CCH) -- http://www.ressourcescampbell.com-- operates a
mining company.


CASH TECHNOLOGIES: Posts $826K Net Loss for Qtr. Ended August 31
---------------------------------------------------------------
Cash Technologies, Inc., reported $826,076 net loss on net
revenues of $290,089 for the fiscal quarter ended Aug. 31, 2008,
compared to $10,776,128 net loss on net revenues of $43,586 for
the same period a year ago.

The company's condensed consolidated balance sheet at Aug. 31,
2008, showed $17,899,881 in total assets and $10,552,771 in total
liabilities resulting in a $7,469,751 total stockholders' equity.

                      Going Concern Doubt

According to the Troubled Company Reporter on Sept. 29, 2008,
Vasquez & Company LLP expressed substantial doubt about Cash
Technologies Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended May 31, 2007.  The auditing firm noted that the company
has suffered significant recurring losses and is in immediate need
of substantial working capital to continue its business and
operations.

At Feb, 29, 2008, the company had a working capital deficit of
$8,511,620 compared to working capital deficit of $6,662,505 at
May 31, 2007.  The large change is a direct result of a write off
of the Champion note receivable.  

To date, the company has been funding its operations primarily
through the issuance of equity in private placement transactions
with existing stockholders or affiliates of stockholders.

A full-text copy of the company's regulatory filing is available
for free at http://ResearchArchives.com/t/s?341b

                     About Cash Technologies

Headquartered in Los Angeles, Cash Technologies Inc. (AMEX: TQ)
-- http://www.cashtechnologies.com/-- develops and markets
innovative data processing solutions in the healthcare and
financial services industries.


CASH TECHNOLOGIES: Delays Form 10QSB Filing with SEC
----------------------------------------------------
Cash Technologies, Inc., disclosed in a Securities and Exchange
Commission filing  that it was unable to file its Form 10QSB for
the first fiscal quarter ended Aug. 31, 2008, without unreasonable
expense and effort because its consolidation of the financial
results of its CPI Holdings, LLC subsidiary, which recently
acquired certain assets of Champion Parts, Inc., has not been
completed.

                      Going Concern Doubt

Vasquez & Company LLP expressed substantial doubt about Cash
Technologies Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended May 31, 2007.  The auditing firm noted that the company
has suffered significant recurring losses and is in immediate need
of substantial working capital to continue its business and
operations.

At Feb, 29, 2008, the company had a working capital deficit of
$8,511,620 compared to working capital deficit of $6,662,505 at
May 31, 2007.  The large change is a direct result of a write off
of the Champion note receivable.  

To date, the company has been funding its operations primarily
through the issuance of equity in private placement transactions
with existing stockholders or affiliates of stockholders.

                     About Cash Technologies

Headquartered in Los Angeles, Cash Technologies Inc. (AMEX: TQ)
-- http://www.cashtechnologies.com/-- develops and markets
innovative data processing solutions in the healthcare and
financial services industries.


CASH TECHNOLOGIES: Posts $827,076 Net Loss for August 2008 Quarter
------------------------------------------------------------------
Cash Technologies Inc. posted $826,076 in net losses on $290,089
in net revenues for the second quarter ended Aug. 31, 2008,
compared with $10,826,128 in net losses on $43,587 in net revenues
for the second quarter ended Aug. 31, 2007.

Cash Technologies' balance sheet as of Aug. 31, 2008, showed
$17,899,882 in total assets, $10,552,771 million in total
liabilities, and $7,469,751 million in shareholders' equity.

The company also had $47,442,297 in accumulated deficit.

Since inception, the company satisfied its working capital
requirements through limited revenues generated from operations,
the issuance of equity and debt securities, borrowing under a line
of credit and loans from our security holders.  Its independent
certified public accountant included an explanatory paragraph in
its report for the year ended May 31, 2008, which indicated a
substantial doubt as to its ability to continue as a going
concern. This concern is primarily due to substantial debt service
requirements and working capital needs.

Full-text copy of Cash Technologies' financial report for the
second quarter ended Aug. 31, 2008, is available free of charge at

               http://researcharchives.com/t/s?341b

                      Going Concern Doubt

Vasquez & Company LLP expressed substantial doubt about Cash
Technologies Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended May 31, 2007.  The auditing firm noted that the company
has suffered significant recurring losses and is in immediate need
of substantial working capital to continue its business and
operations.

At Feb. 29, 2008, the company had a working capital deficit of
$8,511,620 compared to working capital deficit of $6,662,505 at
May 31, 2007.  The large change is a direct result of a write off
of the Champion note receivable.  

To date, the company has been funding its operations primarily
through the issuance of equity in private placement transactions
with existing stockholders or affiliates of stockholders.

                     About Cash Technologies

Headquartered in Los Angeles, Cash Technologies Inc. (AMEX: TQ)
-- http://www.cashtechnologies.com/-- develops and markets
innovative data processing solutions in the healthcare and
financial services industries.


CHAMPION ENTERPRISES: Moody's Junks Ratings; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service downgraded Champion Enterprises'
corporate family rating to Caa1 from B2 reflecting the continued
weakness in the company's core U.S. operations and the outlook for
further softness.  The ratings outlook is stable.

These ratings/assessments were affected at Champion Enterprises,
Inc.:

  -- Corporate Family Rating, downgraded to Caa1 from B2;
  -- Probability of default, downgraded to Caa1 from B2;
  -- $6.7 million 7.625% senior notes, due 2009, downgraded to B2
     (LGD2, 27%) from Ba3 (LGD2, 28%);

  -- Speculative Grade Liquidity Rating, affirmed at SGL-4.

These ratings/assessments were affected at Champion Home Builders
Co.:

  -- $200 million ($56 million outstanding) senior secured term
     loan facility, due 2012, downgraded to B2 (LGD2, 27%) from
     Ba3 (LGD2, 28%);

  -- $40 million senior secured revolving credit facility, due
     2010, downgraded to B2 (LGD2, 27%) from Ba3 (LGD2, 28%);

  -- $60 million senior secured synthetic letter-of-credit back-up
     facility, due 2012, downgraded to B2 (LGD2, 27%) from Ba3
     (LGD2, 28%).

The downgrade of Champion's corporate family rating to Caa1
reflects Moody's projections for weak cash flow generation,
ongoing pressure on the company's core U.S. operations, weak
overall profitability, and concerns related to the financial
covenants governing the company's first lien facilities.  In
particular, general economic weakness and tight credit are
expected to be difficult to offset even though management has been
aggressively reducing its costs.  

Furthermore, the two notch downgrade reflects the company's multi
year attempt to right size its business for market conditions.  
Although the company has been closing manufacturing plants, it
seems to always be behind the demand curve.  As a result, its
plant utilization was only 41% as of the second quarter of 2008.  
The company's debt to EBITDA for the period ended June 30, 2008
was over 7 times and was high for the previous rating category
within the building products portfolio.  Moody's anticipates these
metrics to remain under pressure well into 2009 due to weak
demand.

The stable ratings outlook reflects the belief that the company's
large cash position partially mitigates some of the near term
challenges it faces, thus mitigating near-term rating pressure.  
Longer term stability depends on the company's ability to right-
size its operations, drive down costs and benefit from a firming
demand environment when it ultimately materializes.

Headquartered in Troy, Michigan, Champion Enterprises, Inc. is a
leader in factory-built construction, operates 31 manufacturing
facilities in North America and the United Kingdom.  Revenues for
the trailing twelve month period ended June 28, 2008 were
$1.3 billion.


CHEM RX: Moody's Keeps 'B2' Ratings, Negative Outlook
-----------------------------------------------------
Moody's Investors Service downgraded the speculative grade
liquidity rating of Chem Rx Corporation to SGL-4 from SGL-3.  The
downgrade to SGL-4 reflects Moody's concern over the company's
ability to comply with the financial covenants governing its
credit facilities in light of tightening covenants and its
declining financial performance.

Additionally, Moody's is concerned that earnings may continue to
contract given the trend of declining year-over-year EBITDA for
the first half of 2008, rising costs, as well as its generally
weaker than expected operating performance.  Despite concerns over
covenant compliance, Moody's acknowledges that the company has
reduced debt levels since the end of the March 2008 quarter.

These ratings remain unchanged:

  -- Corporate family rating at B2;
  -- Probability-of-default rating at B2;
  -- $25 million senior secured revolving credit facility due 2012
     at B1 (LGD3, 38%);

  -- $80 million first lien senior secured term loan due 2013 at
     B1 (LGD3, 38%);

  -- $37 million second lien senior secured term loan due 2014 at
     Caa1 (LGD5, 84%).

The ratings outlook remains negative.

Headquartered in Long Beach, New York, Chem Rx Corporation
provides institutional pharmacy services to skilled nursing
facilities and other long-term healthcare institutions.  For the
twelve months ended June 30, 2008, Chem Rx generated sales of
approximately $343 million.


CHENG HENG: Files for Bankruptcy Protection
-------------------------------------------
Michael Bathon of Bloomberg News reports that Cheng Heng, Inc.,
and affiliate Wing Heng, Inc., filed for Chapter 11 bankruptcy
protection on Oct. 22, 2008 with the U.S. Bankruptcy Court for the
District of Minnesota (Lead Case No. 08-35467) without giving a
reason.

Kevin Cheng Lam, the Debtors' owners, also filed for Chapter 11
bankruptcy protection on Oct. 21, according to the report.  Lam
has about $11.7 million in unsecured claims that he owes to
multiple banks, including $5.7 million to Brickwell Community Bank
for personally guaranteeing loans he received from them.

Best Western Corp. has an $180,000 unsecured claim against the
Debtors, and won a civil judgment against them in April 2007 for
trademark infringement, according to the report.  The Debtors,
according to the report, were sued by Best Western in September
2006 when they continued to use the Best Western logo on its hotel
after its membership agreement had been terminated.

St. Paul, Minnesota-based Cheng Heng, Inc., owns and operates The
South St. Paul Hotel and Conference Center, while Wing Heng, Inc.,
owns and operates the LaQuinta Hotel.

Matthew L. Fling, Esq., represents the Debtors in its
restructuring efforts.  The Lead Debtor listed between $10 million
and $50 million in assets and between $10 million and $50 million
in estimated debts in its filing.


CHENG HENG: Case Summary & Five Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Cheng Heng Inc.
        dba South St. Paul Hotel & Conference Ctr.
        448 University Ave. W.
        St Paul, MN 55078

Bankruptcy Case No.: 08-35467

Type of Business: The Debtor operates leasing and accommodation
                  company.

Chapter 11 Petition Date: October 21, 2008

Court: District of Minnesota (St Paul)

Judge: Robert J Kressel

Debtor's Counsel: Matthew L. Fling, Esq.
                  fling@pro-ns.net
                  4018 West 65th Street, Suite 100
                  Edina, MN 55435
                  Tel: (952) 926-5337

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Best Western Corp.             trade debt        $180,000
6201 N. 24th Pkwy.
Phoenix, AZ 85016
Tel: (602) 957-4200

Jim Murr Plumbing              trade debt        $50,000
Attn: Jim Murr
780 19th St.
Newport, MN 5055
Tel: (651) -457-1377

Vito Mechanical                trade debt        $25,000
Attn: Mike Vito
7840 Alberta Way West
Inver Grove Heights, MN 55077
Tel: (651) 227-1432

Focus Electric                 trade debt        $10,000

City of Saint Paul             assumed loan      $3,500


CITIBANK OMNI: Moody's Rates $23MM Class 2008-D1 Notes 'Ba2'
------------------------------------------------------------
Moody's Investors Service has assigned a rating of Ba2 to the
Floating Rate Class 2008-D1 Notes issued as part of the Omniseries
from the Citibank Omni Master Trust.

The complete ratings action is:

Issuer: Citibank Omni Master Trust

  -- $23,000,000 Extendible Floating Rate Class 2008-D1 Notes,
     rated Ba2


COLLEZIONE EUROPA: Files Chapter 11 Plan in New Jersey
------------------------------------------------------
The Deal's Jamie Mason reports that Collezione Europa USA Inc.
delivered to the Hon. Morris Stern of the United States Bankruptcy
Court for the District of New Jersey a plan of liquidation on
Oct. 10, 2008.  The company has yet to file a disclosure statement
describing the plan, Mr. Mason adds.

According to Mr. Mason, administrative and priority claims will be
paid in full from the company's cash on hand, the liquidation of
its assets, and proceeds from avoidance actions and causes of
actions on the plan's effective date.

Secured creditor Bank of America NA will be entitled to receive
its legal fees and expenses under a settlement agreement dated
Oct. 3, 2008, among the Debtor and BofA, which cuts the bank's
claim to $4.83 million from $5.55 million, the Deal relates.
Other secured claims will be paid in full on the plan's effective
date, the report notes.

The report says unsecured creditors will get a pro rata share from
a liquidation trust.  Equity interest will be retained under the
plan, the report notes.  Details of the trust will be included in
a plan supplement to be filed with the Court before the plan's
confirmation hearing, the report relates.

Mr. Mason says the company sold its office building in Englewood,
New Jersey, to Progressive Promotions Inc. for $2.1 million,
after it topped designated stalking-horse bidder Ellkay LLC's
$1.6 million offer at an auction.  The sale was completed on
Oct. 3, 2008, he adds.  Fulca Enterprises Inc. purchased the
company's warehouse in Claremont, North Carolina, for $11 million,
which sale closed on July 31, 2008, he continues.

The company has some intangible assets to be liquidated, the
report says.

                      About Collezione Europa

Based in Englewood, N.J., Collezione Europa USA, Inc. --
http://www.czeusa.com/-- was founded in 1984.  Since the
inception of the company, the sole focus has been imports from
different parts of the world.  The Company presently imports from
the Philippines, China, Taiwan and Mexico.  Collezione Europa
maintains an inventory of more than 250,000 items.  The Company
operates a 450,000 square foot warehouse in Claremont, North
Carolina.  In July 2005 Collezione established a new showroom at
the Las Vegas World Market Center, Las Vegas. The Company also has
a showroom in High Point, North Carolina.  The company and two of
its subsidiaries filed for bankruptcy protection on Feb. 29, 2008
(Bankr. D.N.J., Case No. 08-13599).  Sam Della Fera, Esq. at
Trenk, DiPasquale, Webster, Della Fera & Sodono represents the
Debtors in their restructuring efforts.  When the company filed
for bankruptcy petition, it listed assets of $10 million to
$50 million and debts of $10 million to $50 million.


COMM 2007-C9: S&P Affirms Ratings on 27 Classes of Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 27
classes of pooled commercial mortgage pass-through certificates
and three classes of nonpooled certificates from COMM
2007-C9.

The affirmed ratings on the pooled certificates reflect credit
enhancement levels that provide adequate support through various
stress scenarios.  The affirmed ratings on the raked certificate
classes reflect S&P's analysis of the credit characteristics of
the 135 East 57th Street loan, which is the sole source of cash
flow for the 'E57' certificates.

As of the Oct. 10, 2008, remittance report, the collateral pool
consisted of 109 loans with an aggregate trust balance of
$2.89 billion, compared with the same number of loans totaling
$2.88 billion at issuance.  The master servicers, Capmark Finance
Inc. and KeyBank Real Estate Capital, reported financial
information for 92% of the pool; 60% of the information was full-
year 2007 data, and the remainder was interim-2008 data.  Standard
& Poor's calculated a weighted average debt service coverage of
1.41x for the pool, compared with 1.40x at issuance.  No loans are
delinquent or with the special servicer, and the trust has not
experienced any losses to date.

The top 10 loans have an aggregate outstanding balance of
$1.52 billion (53%) and a weighted average DSC of 1.44x, down from
1.45x at issuance.  S&P's reviewed property inspections provided
by the master servicer for two of the assets underlying the top 10
exposures.  Both properties were characterized as "good."

The credit characteristics of the 135 East 57th Street and
Georgian Towers loans are consistent with those of investment-
grade rated obligations.  Details of these two loans are:

     -- 135 East 57th Street is the 10th-largest loan in the pool
        and has a whole-loan balance of $85.0 million, consisting
        of a $67.5 million (3%) senior pooled component and a
        $15.5 million subordinate nonpooled component.  The
        subordinate component is raked to the 'E57' certificates.
        The interest-only loan is secured by the leasehold
        interest in a 427,483-sq.-ft. office property in midtown
        Manhattan.  DSC was 1.68x for the year ended Dec. 31,
        2007, and occupancy was 84% as of June 30, 2008.  The
        borrower and the owner of the fee interest in the land
        underneath the property are currently arbitrating the
        current ground rent due.  The ground rent was scheduled to
        increase on Jan. 1, 2008.  Standard & Poor's adjusted
        valuation at this time is comparable to its level at
        issuance; however, the final determination of the
        arbitration could have an impact on our value of the
        property.

     -- Georgian Towers is the 13th-largest loan, with a trust
        balance of $65.0 million and a whole-loan balance of
        $185.0 million.  The interest-only loan is split into two
        senior pari passu notes, one of which serves as trust
        collateral in the CD 2007-CD5 transaction.  In addition,
        the borrower's equity interest is secured by $30.0 million
        of mezzanine debt.  The loan is secured by an 890-unit
        multifamily property in Silver Springs, Maryland.  The
        property is undergoing a major renovation and
        repositioning.  For the period ended June 30, 2008, the
        property was 94% leased and the in-place rent was 11%
        higher than Standard & Poor's expectations at issuance.
        Standard & Poor's adjusted valuation is comparable to its
        level at issuance.

S&P has credit concerns with two ($18.6 million) of the 16 loans
($217.0 million, 8%) in the pool that have reported low DSCs,
excluding those with the special servicer.  The two loans that are
credit concerns are secured by multifamily properties and have
experienced a decline in occupancy.  The 16 loans with low DSCs
are secured by a variety of property types with an average balance
of $13.6 million and have experienced a weighted average decline
in DSC of 36% since issuance.  For loans with DSCs that S&P had
expected to stabilize over a period of time, S&P used the DSC at
issuance on an as-is basis in order to calculate the decline.  The
14 loans that are not credit concerns have significant debt
service reserves or are in various stages of
lease-up, and we expect the net cash flow available for debt
service to improve in the future.

S&P identified four loans ($141.7 million; 8%) backed by
properties in areas affected by Hurricane Ike. The properties have
not suffered any damage.

Capmark and KeyBank reported a watchlist of 11 loans
($225.4 million, 8%).  Standard & Poor's stressed the loans on the
watchlist and the other loans with credit issues as part of its
analysis.  The resultant credit enhancement levels support the
affirmed ratings.
        
                     Ratings Affirmed (POOLED)
     
COMM 2007-C9
Commercial mortgage pass-through certificates
   
Class    Rating            Credit enhancement
-----    ------            ------------------
A-1      AAA                    30.03%
A-1A     AAA                    30.03%
A-2      AAA                    30.03%
A-3      AAA                    30.03%
A-4      AAA                    30.03%
A-AB     AAA                    30.03%
AM       AAA                    20.02%
AM-FL    AAA                    20.02%
AJ       AAA                    13.27%
AJ-FL    AAA                    13.27%
B        AA+                    12.14%
C        AA                     11.14%
D        AA-                    10.01%
E        A+                      9.14%
F        A                       8.38%
G        A-                      7.51%
H        BBB+                    6.26%
J        BBB                     5.01%
K        BBB-                    3.88%
L        BB+                     3.13%
M        BB                      2.63%
N        BB-                     2.25%
O        B+                      2.00%
P        B                       1.63%
Q        B-                      1.38%
XS       AAA                      N/A
XP       AAA                      N/A


                    Ratings Affirmed (NONPOOLED)
     
COMM 2007-C9
Commercial mortgage pass-through certificates
   
Class    Rating            Credit enhancement
-----    ------            ------------------
E57-1    A-                       N/A
E57-2    BBB                      N/A
E57-3    BB+                      N/A


N/A -- Not applicable.


CONEXANT SYSTEMS: Amends Bylaws to Allow Director Resignation
-------------------------------------------------------------
Conexant Systems, Inc., disclosed in a Securities and Exchange
Commission filing that on Oct. 15, 2008, it amended its Bylaws to
provide for the resignation of any director who does not receive
more than half of the votes cast in an Election for Directors that
is not a Contested Election.

Pursuant to the provisions in the Bylaws, each nominee for
director will tender an irrevocable resignation, as authorized by
Section 141(b) of the Delaware General Corporation Law, that will
be effective upon:

   -- the failure of the director to receive a greater number of
      votes "for" his or her election than votes "withheld" from
      his or her election in an election that is not a Contested
      Election; and

   -- acceptance of that resignation by the Board of Directors in
      accordance with policies and procedures adopted by the Board
      of Directors for that purpose.  In determining whether to
      accept the resignation, the Board will consider, among other
      things, whether accepting the resignation of a director who
      receives a Majority Withheld Vote would cause the Company to
      fail to meet any applicable Securities and Exchange
      Commission or NASDAQ Stock Market requirement.

A copy of Conexant Systems' amended Bylaws is available free of
charge at http://researcharchives.com/t/s?3419

                         About Conexant

Headquartered in Newport Beach, California,  (NASDAQ: CNXT) --
http://www.conexant.com/-- has a comprehensive portfolio of  
innovative semiconductor solutions which includes products for
Internet connectivity, digital imaging, and media processing
applications.  Conexant is a fabless semiconductor company that
recorded revenues of US$809.0 million in fiscal year 2007.

Outside the United States, the company has subsidiaries in
Northern Ireland, China, Barbados, Korea, Mauritius, Hong Kong,
France, Germany, the United Kingdom, Iceland, India, Israel,
Japan, Netherlands, Singapore and Israel.

At June 27, 2008, the company's consolidated balance sheet
showed US$624.7 million in total assets and US$757.2 million in
total liabilities, resulting in a US$132.5 million stockholders'
deficit.

The company's consolidated balance sheet at June 27, 2008, also
showed strained liquidity with US$428.0 million in total current
assets available to pay US$471.4 million in total current
liabilities.

                         *     *     *

Conexant currently carries Standard & Poor's Ratings Services'
B- rating with a negative outlook.

Moody's Investor Service placed Conexant Systems Inc.'s long
term corporate family and probability of default ratings at
'Caa1' in October 2006.  The ratings still hold to date with a
stable outlook.


CONSTAR INT'L: Moody's Junks CF Rating; Outlook Revised to Neg
--------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Constar International Inc. to Caa1 from B3.  Additional
instrument ratings are detailed below.  The outlook was revised to
stable from negative.

Moody's downgraded these ratings:

  -- $220 million floating rate first mortgage note, due 2012, to
     B3 (LGD3, 34%) from B2 (LGD3, 34%)

  -- $175 million 11% senior subordinated notes, due 2012, to Caa3
     (LGD5, 84%) from Caa2 (LGD5, 87%)

  -- Corporate Family Rating to Caa1 from B3
  -- Probability of Default Rating to Caa1 from B3

The ratings outlook is revised to stable from negative.

The downgrade in the Corporate Family Rating to Caa1 reflects
material operating under performance relative to expectations and
the company's failure to transition to higher margin products in
the anticipated time frame.  The company's credit metrics have
deteriorated over the last twelve months due to rising input
costs, delays in the start up of higher margin custom product
contracts and volume declines in certain key products.  Constar
may be challenged to accomplish its transition to higher margin
custom products and maintain volumes in other key products in a
soft economic environment with potentially volatile input costs.

The company needs to win significant additional new custom
contracts to replace the scheduled decline in volumes for the
recently renewed Pepsi cold fill contract and improve margins and
cash flow.  Mitigating factors include a good liquidity profile,
several new custom contract wins and a planned restructuring to
reduce costs.

Based in Philadelphia, Constar International Inc. is a producer of
PET (polyethylene terephthalate) plastic containers for food, soft
drinks, and water.  Consolidated revenue for the twelve months
ended June 30, 2008 was approximately $886 million.


CRITICAL THERAPEUTIC: Posts $2 Million Net Loss for Sept. 20, 2008
------------------------------------------------------------------
Critical Therapeutic Inc. posted posted a net loss of
$2.0 million for the three months ended Sept. 30, 2008, compared
to $7.8 million net loss for the same period in 2007.  As of Sept.
30, 2008, the company had 43.1 million common shares outstanding,
excluding warrants and stock options.

The company's cash and investments totaled $7.3 million at Sept.
30, 2008, compared with $11.2 million at June 30, 2008 and
$34.1 million at Dec. 31, 2007. Net cash expenditures were
$3.9 million in the third quarter of 2008, compared with net cash
expenditures of $6.4 million in the third quarter of 2007.

            Financial Results for the Nine Months Ended
                  September 30, 2008 and 2007

The company's total revenue for the nine months ended Sept. 30,
2008 increased approximately 30 percent to $13.2 million from
$10.1 million for the same period in 2007.  Its total revenue for
the first nine months of 2007 included collaboration and license
revenue of $1.8 million, whereas no collaboration or license
revenue was recorded in 2008.

The company's total operating expenses for the nine months
ended Sept. 30, 2008 totaled $32.8 million, compared with
$37.0 million for the same period in 2007.  For the nine months
ended Sept. 30, 2008, the Company posted a net loss of
$19.4 million compared with a net loss of $25.4 million for the
same period in 2007.

            Proposed Merger with Cornerstone BioPharma

On May 1, 2008, the company signed a definitive merger agreement
with Cornerstone BioPharma Holdings, Inc., a privately-held
specialty pharmaceutical company focused on developing and
commercializing prescription medications for respiratory
disorders.

Under the terms of the agreement, all outstanding shares of
Cornerstone's common stock will be converted into and exchanged
for shares of Critical Therapeutics' common stock and all
outstanding Cornerstone options and warrants will be assumed by
Critical Therapeutics and become options and warrants to acquire
Critical Therapeutics' common stock.  Immediately following the
effective time of the merger, the holders of Cornerstone's common
stock, options and warrants will own approximately 70 percent, and
Critical Therapeutics' stockholders will own approximately 30
percent, of the combined company's common stock, after giving
effect to shares issuable under outstanding Cornerstone options
and warrants, but excluding shares issuable under outstanding
Critical Therapeutics' options and warrants.

Consummation of the merger is subject to a number of closing
conditions, including the approval of both Critical Therapeutics'
stockholders and Cornerstone's stockholders, approval by NASDAQ of
the re-listing of Critical Therapeutics' common stock in
connection with the merger, the continued availability of Critical
Therapeutics' products and other customary closing conditions.

On Oct. 3, 2008, the company said that the Securities and Exchange
Commission had declared effective its Registration Statement on
Form S-4 in connection with the merger.  Critical Therapeutics'
stockholders of record on Sept. 29, 2008 will vote on the issuance
of the shares pursuant to the merger agreement and the other
proposals set forth in the Proxy Statement/Prospectus included in
the Registration Statement at a special meeting of stockholders to
be held on Friday, Oct. 31, 2008.

       Settlement of Litigation Relating to Proposed Merger

As disclosed in the Proxy Statement/Prospectus, on Sept. 17, 2008,
a purported shareholder class action lawsuit was filed by a single
plaintiff against Critical Therapeutics and each of its directors
in the Court of Chancery of The State of Delaware in connection
with Critical Therapeutics' proposed merger with Cornerstone.

The complaint alleges, among other things, that the defendants
breached fiduciary duties of loyalty and good faith, including a
fiduciary duty of candor, by failing to provide Critical
Therapeutics' stockholders with a proxy statement/prospectus
adequate to enable them to cast an informed vote on the proposed
merger and by possibly failing to maximize stockholder value by
entering into an agreement that effectively discourages competing
offers.

On Oct. 17, 2008, the company and the other defendants entered
into a memorandum of understanding with the plaintiff regarding
the settlement of the lawsuit.  In connection with the settlement,
the parties agreed that the Company would make certain additional
disclosures to its stockholders, which are contained in a
supplement to the proxy statement/prospectus that has been mailed
to the company's stockholders.  Subject to the completion of
certain confirmatory discovery by counsel to the plaintiff, the
memorandum of understanding contemplates that the parties will
enter into a stipulation of settlement.

The stipulation of settlement will be subject to customary
conditions, including court approval.  If the court approves the
settlement, the settlement will resolve all of the claims that
were or could have been brought in the action being settled,
including all claims relating to the Merger, the Merger Agreement
and any disclosure made in connection therewith.  In addition, in
connection with the settlement, the parties contemplate that
plaintiff's counsel will petition the court for an award of
attorneys' fees and expenses to be paid by the company, the amount
of which has not been determined and will either be agreed to by
the parties or awarded by the court.

A full-text copy of the company's regulatory filing is available
for free at http://ResearchArchives.com/t/s?3421

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 18, 2008,
Deloitte & Touche LLP, in Boston, expressed substantial doubt
about the Critical Therapeutics Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm pointed to the company's recurring losses from
operations, recurring negative cash flows from operations and an
accumulated deficit of $191,372,000 as of Dec. 31, 2007.

As of March 31, 2008, the company had an accumulated deficit of
approximately $202,151,000.

                   About Critical Therapeutics

Based in Lexington, Mass., Critical Therapeutics Inc. (Nasdaq:
CRTX) -- http://www.crtx.com/-- is developing and commercializing   
innovative products for respiratory and inflammatory diseases.
Critical Therapeutics owns worldwide rights to two FDA-approved
drugs: ZYFLO CR(TM)(zileuton) extended-release tablets and
ZYFLO(R)(zileuton tablets).


DANA CORP: Draws $200 Mil. from Revolver Facility to Add Liquidity
------------------------------------------------------------------
Dana Holding Corporation has drawn $200 million in principal
amount under its existing $650 million secured revolving credit
facility to solidify its liquidity during the current uncertainty
in the financial markets.

"Drawing down these funds is a prudent liquidity measure," said
Dana Executive Vice President and Chief Financial Officer James
A. Yost.  "Ensuring access to our liquidity to the fullest extent
possible at a time of ambiguity in the capital markets is in the
best interest of our customers, suppliers, shareholders, and
employees."

Mr. Yost added that drawing the revolver provides additional
strength to the company's cash position.  Prior to the draw, Dana
had more than $1 billion on hand.  The additional liquidity will
be available to support seasonal working capital needs and for
other ordinary business needs.

The $650 million secured revolving credit facility was
established in January 2008 with a consortium of banks and
provides liquidity that Dana can draw on from time to time in
order to fund working capital and other needs.  Following this
draw, Dana has access to additional borrowing capacity from the
revolving credit facility as well as its international credit
facilities, the company said.

                Other Companies are Doing the Same

The Wall Street Journal said on October 16 that many other
companies are doing the same thing for fear that the $700 billion
U.S. bail-out plan may not reach them.

On October 15, automotive interior supplier LEAR Corporation drew
$400 million from its revolving credit facility.  In September,
General Motors Corp. drained the remaining $3.5 billion it had
available on a $4.5 billion credit line.  Goodyear Tire & Rubber
Co., also tapped its credit line.  The Associated Press said in
an article dated October 2 that automakers reported that sales in
the U.S. plunged 27% in September 2008.

Calpine Corporation, which emerged from bankruptcy on almost the
same time as Dana, drew $725 million under its $1 billion
revolving facility.  Crafts retailer Michaels Store, Inc., said
it would draw $120 million.  Gannett Co., and American Electric
Power, Inc., said they have accessed their revolving credit
lines.

According to WSJ, before the credit crunch hit last year, many
lenders entered into revolving credit lines under the assumption
that clients probably would never actually tap them.  As a
result, the revolving facilities generally had low interest rates
and few strings attached, WSJ notes.

                    Dana Downgraded to Neutral

Bloomberg reported on October 21 that JP Morgan Chase downgraded
Dana to "neutral" from "overweight."  Dana's shares slid 42
cents, or 14%, to $2.59 on the same date, the report said.

JPMorgan also downgraded TRW Automotive Holdings Corp. and Lear
Corp from "neutral" to "underweight."  JP Morgan further
downgraded American Axle to "neutral" from "overweight."

               Dana May Breach Credit Pact Covenants

Bloomberg, citing two analysts, said Dana and American Axle may
breach terms of their credit agreements as auto sales decline.  
Dana posted a $140 million net loss for the quarter ended
June 30, 2008, and its debt is at $1.38 billion.

JP Morgan, the report related, estimated that carmakers will
produce 11,200,000 light vehicles in North America in 2009, down
13% from this year, and 19,000,000 in Europe, down 10%.  Ford
Motor Co., which accounts for 19% of Dana's first half sales,
continue to cut production, Brian Johnson, analyst at Barclays
Capital, told Bloomberg.  

Mr. Johnson said that Dana and American Axle are "likely to
violate covenants over the next several quarters.

                           About DANA

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/
--       
designs and manufactures products for every major vehicle producer
in the world, and supplies drivetrain, chassis, structural, and
engine technologies to those companies.  Dana employs 46,000
people in 28 countries.  Dana is focused on being an essential
partner to automotive, commercial, and off-highway vehicle
customers, which collectively produce more than 60 million
vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
June 30, 2008, the Debtors listed $7,482,000,000 in total debts,
resulting in $2,979,000,000 in total shareholders' deficit.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer. -- pls. delete this,
Tar, kai not applicable na.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represens the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on
Aug. 31, 2007.  On Oct. 23, 2007, the Court approved the
adequacy of the Disclosure Statement explaining their Plan.
Judge Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Third Amended Joint Plan of Reorganization of the Debtors on
Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

(Dana Corporation Bankruptcy News, Issue No. 83; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/    
or 215/945-7000)


DANA CORP: Court Dismisses Asbestos Ad Hoc Committee's Appeal
-------------------------------------------------------------
The Hon. Paul A. Crotty of the Unites States District Court for
the Southern District of New York granted request of Dana
Corporation to dismiss the consolidated appeals of the Ad Hoc
Committee of Asbestos Personal Injury Claimants and Jose Angel
Valdez from the Hon. Burton Lifland's order confirming the
Debtors' Plan of Reorganization.

According to Judge Crotty, the Appeals may not be resolved by a
simple interlineation as the Appellants have proposed.  Rather,
the Appeal would reopen the entire bankrupt estate and would
substantially change the Bankruptcy Court's Order, which approved
the reorganization set forth in the Third Amended Plan.  This
strongly suggests that the appeal should be dismissed as
equitably, Judge Crotty held.

The presumption of equitable mootness, however, may be overcome
if the five factor Chateaugay test is satisfied -- that (i) the
Court can still order some effective relief; (ii) the relief will
not affect the reemergence of the debtor as a revitalized entity;  
(iii) the relief will not "knock the props" out from under the
authorization of the transactions that have taken place; (iv) the
parties adversely affected have notice and an opportunity to
participate; and (v) Appellants diligently pursued a stay of
execution of the objectionable Order.  Judge Crotty determined
that none of these factors are present in the Appeal.

Furthermore, Judge Crotty said that the Appellants have not shown
that any of the asbestos personal injury claims have been
impaired by the Plan.  He found that the Appellants' arguments
proceed on the fallacious assumption that their claims could have
proceeded against the entire Dana structure of corporations.  In
fact and in law, he said, claimants can recover only from the
assets of a particular entity against which they had or could
assert the claim.  If the Court were to grant Appellants'
request, it would give them rights they did not possess
prepetition, Judge Crotty held.  There is no reason in law or
logic to expand the PI claimants' rights beyond what they had
when the claims first accrued, he said.

With respect to the Appellants' challenge of whether the Plan is
feasible under Bankruptcy Code, Judge Crotty noted that
guaranteed feasibility of the Plan is not the standard.  The Plan
must offer only a reasonable prospect for success, he emphasized.  

With respect to the Appellants' argument -- that the Bankruptcy
Court had no jurisdiction to issue the injunction in the
Confirmation Order based on the Johns-Mansville decision where
the Second Circuit held that the Bankruptcy Court may not enjoin
creditors seeking recovery from non-debtors where the claim
against the non-debtors were never part of the bankrupt estate ?
Judge Crotty ruled that that holding has no application to an
injunction that is related directly to claims arising out of the
administration of the estate property.

The appeal is equitably moot, Judge Crotty held.  Accordingly,
the Ad Hoc Committee's appeal is dismissed and the case closed.

                           About DANA

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/
--       
designs and manufactures products for every major vehicle producer
in the world, and supplies drivetrain, chassis, structural, and
engine technologies to those companies.  Dana employs 46,000
people in 28 countries.  Dana is focused on being an essential
partner to automotive, commercial, and off-highway vehicle
customers, which collectively produce more than 60 million
vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
June 30, 2008, the Debtors listed $7,482,000,000 in total debts,
resulting in $2,979,000,000 in total shareholders' deficit.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer. -- pls. delete this,
Tar, kai not applicable na.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represens the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on
Aug. 31, 2007.  On Oct. 23, 2007, the Court approved the
adequacy of the Disclosure Statement explaining their Plan.
Judge Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Third Amended Joint Plan of Reorganization of the Debtors on
Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

(Dana Corporation Bankruptcy News, Issue No. 83; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/    
or 215/945-7000)


DECODE GENETICS: Conducting Long-Term Business Strategic Review
---------------------------------------------------------------
deCODE genetics, Inc., disclosed in a Securities and Exchange
Commission filing on Oct. 15, 2008, that it is carrying out a
review of its long-term business strategy.

Over the past few years deCODE has utilized its capabilities in
medicinal chemistry, structural biology and human genetics to
develop product and intellectual property portfolios in both
therapeutics and DNA-based diagnostics.

The goal of this strategic review is to optimize the value of
these assets for its shareholders by sharpening the focus of its
business, selling non-core assets, securing strategic
partnerships, and utilizing the resources generated to underpin
product development and marketing efforts in its core business.  
deCODE has engaged the Stanford Group Company to assist in
evaluating its strategic alternatives and in executing swiftly on
the results of this review through the identification of buyers
and partners for non-core business units, programs and
intellectual property.  

deCODE plans to provide an update on the process in its third
quarter financial results conference call to be webcast live on
Nov. 6, 2008.

In order to provide more time for the completion of this review
and the execution of alternatives including the sale of assets, it
has elected to utilize a 30-day grace period for the scheduled
Oct. 15 interest payment on its outstanding 3.5% Senior
Convertible Notes due 2011.

                      About deCODE genetics

deCODE genetics Inc. (Nasdaq: DCGN) -- http://www.decode.com/--      
operates as a biopharmaceutical company that applies discoveries
in human genetics to develop drugs and diagnostics for common
diseases.  The company serves pharmaceutical companies,
biotechnology firms, pharmacogenomics companies, government
institutions, universities, and other research institutions
primarily in the United States, Europe, and internationally.  The
company was founded in 1996 and is headquartered in Reykjavik,
Iceland.

deCODE genetics Inc.'s consolidated balance sheet at June 30,
2008, showed $110.6 million in total assets and $297.2 million in
total liabilities, resulting in a $186.8 million total
stockholders' deficit.


DELPHI CORP: Equity Holders Say Plan Disregarded their Concerns
---------------------------------------------------------------
The Official Committee of Equity Security Holders in Delphi
Corporation and its debtor-subsidiaries' Chapter 11 cases has said
that the Debtors have not addressed the Equity Committee's
concerns with respect to General Motors Corp.'s wrongful conduct
prior to, during, and subsequent to GM's spin-off of Delphi in
1999.  This is the Equity Panel's statement in response to the
Debtors' request to extend the periods in which they, and the
statutory committees, have exclusive authority to file a Plan of
Reorganization.

The proposed amendments to the confirmed Plan of Reorganization
does not have the $2,550,000,000 equity financing to be provided
by Appaloosa Management, L.P., and other plan investors, under
the terms of the previous plan, but provides more funding by
General Motors.

Bonnie Steingart, Esq., at Fried, Frank, Harris, Shriver &
Jacobson LLP, in New York, tells the U.S. Bankruptcy Court for the
Southern District of New York that the Debtors, in their
zeal to emerge from chapter 11, have formulated a modified plan
structure that fails to provide existing equity with just
compensation for the harm and damage caused by GM.  The amended
Global Services Agreement and the Master Restructuring Agreement,
which are incorporated in the proposed Plan amendments, provide
for a release of claims against GM, in exchange for more funding
from GM to Delphi.

"The Debtors are attempting to use the momentum of this Court's
approval of the GM Settlement as an accelerant for the Debtors'
emergence from chapter 11 notwithstanding the infirmities of the
Debtors' proposed Modified Plan."

The Debtors should not be allowed to use momentum to push through
to confirmation a plan that wrongfully forfeits value that
belongs to existing equity, Ms. Steingart asserts.

The Equity Committee reiterates that the Debtors' current
circumstances are the direct result of a scheme perpetrated by GM
pursuant to which the auto-maker used the Debtors to improperly
prop up GM's balance sheet and operating performance at the
expense of the Debtors' estates and Delphi's existing equity
holders.  "The Debtors and Delphi's existing equity holders have
been harmed and damaged since the Debtors' inception and every
day thereafter by GM's domination and control," Ms. Steingart
avers.

Ms. Steingart notes that as recompense for this harm and for its
own business, financial and legal benefits, GM has agreed to make
contributions to the Debtors' estates, the net value of which the
Debtors estimate at approximately $10.6 billion.  "Distributions
of value from GM must be made on the basis of the wrongful acts
and the resulting and repeated harm and damage to existing
equity."

In that regard, a fair and appropriate portion of the value
obtained from GM through the GM Settlement -- clearly greater
than the insufficient distribution offered under the Modified
Plan -- should and must be allocated to existing equity holders,
Ms. Steingart tells the Court.

In the context of the hearing on the Modified Disclosure
Statement and the hearing on the Modified Plan, the Equity
Committee says it will pursue recourse before the Court to
protect and preserve the right of Delphi's existing equity
holders to recover from the enhanced value of the Debtors'
estates attributable to the GM Settlement and any other
contributions by GM.

According to the Committee, the Debtors' emergence from chapter
11 by year end is, and must be, subject to two essential
requirements:

   -- There should and must be fair and appropriate allocation of
      a portion of the GM Settlement to existing equity holders.

   -- the Debtors and all parties in interest should and must
      ensure that the Debtors' plan is feasible by obtaining
      requisite financing and liquidity for the reorganized
      Debtors.

The Equity Committee says it is willing to negotiate with GM, the
Debtors and the Official Committee of Unsecured Creditors
regarding the allocation of proceeds from the GM settlements.  
The Equity Committee adds that the feasibility of the plan is
subject to a favorable market for financing and capital, which is
not available today and likely unavailable prior to December 31,
2008.

                LSI Wants Disclosure on Contracts

Liquidity Solutions, Inc., a creditor for the Debtors and a
holder of various claims which have been identified prior to the
Chapter 11 cases, as assignee, asks the Court to deny Delphi
Corporation's proposed amendment to the First Amended Plan of
Reorganization.  LSI also asks Judge Drain to direct the Debtors
to provide a list of other executory contracts and other
unexpired leases that relate to LSI's claims so that LSI would
amend its Cure Claims with specific cure amounts.

According to Paul N. Silverstein, Esq., at Andrews Kurth LLP, in
New York, Chapter 11 of the Bankruptcy Code is a debtor statute --  
intended to foster reorganization and rehabilitation of business
and should not be employed to result in unwarranted forfeitures
by creditors.  "The previously approved 'cure procedures' were
apparently designed to maximize creditor forfeiture", he says.

Mr. Silverstein notes that the Debtors' motion proposes that
procedures to be used in connection with the modified Plan will
be the same as the "procedures" previously approved by the Court,
except that the Debtors propose "changes to the Cure Claim
Procedures pursuant to the Modified Plan."  Moreover,
Mr. Silverstein declares, the motion state that 'cure payments'
under the "Modified Plan" (i) would be made only in cash; and
(ii) in all other respects the "previously established
procedures" would govern.

The Debtors' motion indicates that the illusory plan currency is
no longer being used by the Debtor.  Instead, only cash is being
paid to cure claims, Mr. Silverstein points out.

As to other executory contracts and unexpired leases, the Debtors
turned to tables and required creditors to take the affirmative
step to file a "cure claim" by March 10, 2008, instead of
providing a list of other contracts that the Debtors intended to
assume at exit or providing proposed cure amounts to the affected
creditors, asserting what the creditor believed the cure amount
should be.

The Debtors' request to amend the First Amended Plan should be
denied because it is patently unfair and legally improper, in the
context of a new plan to lock creditors with "other" executory
contracts and unexpired leases into an artificial March 10, 2008
bar date for cure claims, Mr. Silverstein contends.

             Delphi Stockholder Wants Stake Retained

Robert W. Ward, a semi-retired engineer and stockholder of Delphi  
only, asks Judge Drain that whenever the reorganized Delphi
finally emerge from bankruptcy, he hopes to still own the same
percentage of the reorganized Delphi as owned before Delphi
entered into bankruptcy.

In a scribbled letter to Judge Drain, Sheryl Y. Carter tells
Judge Drain that she objects not only to Delphi's plan but also to
Delphi's filing of bankruptcy itself.  She also disagrees with
Delphi's procedures for treating and resolving claims.  She asks
Judge Drain that the settlement for her claim be made in cash and
not in stocks.

                          *     *     *

Bloomberg News notes that the Amended Plan provides unsecured
creditors with a 38.8% recovery, compared with a 100% recovery
under the Court-confirmed Plan.

At the Sept. 25 hearing, the parties said that they are working
together for Delphi to have a reasonable rational exit from
Chapter 11 before year-end.

                       About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

(Delphi Bankruptcy News, Issue 148; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


DELTA AIR: Files Financial Results for Quarter Ended Sept. 30
-------------------------------------------------------------
Delta Air Lines reported results for the quarter ended Sept. 30,
2008.  Key points include:

   * Excluding special items, Delta's net loss for the
     September 2008 quarter was $26 million, or $0.07 per
     diluted share, despite a more than $800 million year-over-
     year increase in fuel costs related to higher prices;

   * Delta's reported GAAP net loss for the September 2008
     quarter was $50 million, or $0.13 per diluted share;

   * Delta and Northwest remain on track to close their merger
     during the fourth quarter of 2008; and

   * As of September 30, 2008, Delta had $3.1 billion in
     unrestricted cash, cash equivalents and short-term
     investments.

Delta reported a pre-tax loss of $50 million for the September
2008 quarter.  Excluding special items, Delta reported a pre-tax
loss of $26 million in the third quarter of 2008 compared to
pre-tax income of $363 million in the third quarter of 2007.  
The year-over-year decrease in pre-tax income was driven by
higher fuel prices, partially offset by a 9% increase in
operating revenue.

"As the industry deals with turbulent times in the financial
markets and an uncertain demand environment, Delta holds a
strong hand that will allow us to manage through the current
crisis strong revenue growth, best-in-class cost structure and a
solid liquidity position.  In addition, our game-changing merger
with Northwest significantly improves our ability to deal with the
economic problems facing the industry and clearly differentiates
Delta from its peers by creating a premier global carrier with a
more durable financial future," said Richard Anderson, Delta's
chief executive officer.

"Throughout these challenging times, the persistence and
dedication of Delta people never wavers.  We are committed to
building a world class global airline that provides our customers
with safe, reliable operations and exceptional customer service,"
Mr. Richardson adds.

                     Merger with Northwest

During the September 2008 quarter, Delta and Northwest achieved
many significant milestones on the path toward closing the merger
and completing a seamless integration of the airlines, including:

   * Ratification of a joint collective bargaining agreement by
     Delta and Northwest pilots.  The contract will apply to
     both pilot groups upon closing of the Delta-Northwest
     merger and run through 2012;

   * Acceptance by the Federal Aviation Administration of the
     plans the airlines submitted for the transition to a
     Single Operating Certificate.  This significant milestone
     lays the groundwork for a smooth integration of the
     companies' operations over the next 18 months;

   * Overwhelming approval by both Delta and Northwest
     stockholders of the pending merger.  Delta stockholders
     approved (i) the issuance of 1.25 shares of Delta common
     stock for each outstanding share of Northwest stock to be
     distributed upon closing of the merger, and (ii) an
     amendment to Delta's broad-based employee compensation
     program that will allow the company to distribute equity
     to U.S.-based employees of the combined Company shortly
     after the merger closes;

   * Amendment of the terms of the Northwest exit facility to
     allow both the Delta and Northwest exit facilities to
     remain outstanding until the companies are fully
     integrated; and

   * Unconditional clearance from the European Commission of
     the proposed merger, with the Commission noting the
     transaction would not impede effective competition in
     Europe or trans-Atlantic markets.

                       Revenue Momentum

Delta's total operating revenue grew 9%, or almost $500 million,
in the September 2008 quarter, despite a 1% decrease in
capacity.  The company has continued to deliver strong top-line
growth through its international expansion, pricing actions,
increased passenger fees, and growth in cargo and ancillary
revenue.  Based on the most recently available ATA data, Delta
achieved a revenue premium to the industry -- its consolidated
length of haul adjusted passenger unit revenue was 102%
of industry average PRASM for the first eight months of the year.  
During the September 2008 quarter, 41% of Delta's capacity was
deployed on international routes and 59% on domestic routes.

Revenue from Cargo operations increased 35% year over year,
to $162 million, due to improved yields and higher volume,
particularly in international markets. Other, net revenue grew
23%, to $579 million, reflecting an increase in passenger fees,
and growth in third-party Maintenance Repair and Overhaul
business.

"While near-term demand remains solid, the current economic
crisis creates uncertainty about the longer-term revenue outlook.  
We believe the diversity we've built into our network, coupled
with fleet flexibility, will help mitigate revenue risk; however,
we are monitoring the demand environment at a market level and
are prepared to take quick and decisive action at the first sign
of weakness." said Edward Bastian, Delta's president and chief
financial officer.  "At the same time, economic concerns have
driven the price of fuel down steeply, which will provide
significant savings to us."

                       Cost Discipline

Delta's operating expenses increased $814 million, or 17%,
compared to the September 2007 quarter, which reflects a more
than $800 million increase in fuel costs due to higher prices.

Delta's mainline unit cost increased 18% to 11.96 cents for the
September 2008 quarter compared to the prior year period,
reflecting the significant increase in fuel costs and the
special charges.  Excluding fuel expense, special charges and
2007 profit sharing, mainline CASM increased 3% to 6.72 cents
compared to the September 2007 quarter.  This increase was driven
primarily by higher revenue-related expenses, foreign exchange
pressures, and favorable items recorded in the prior year.

Non-operating expenses, increased $90 million in the September
2008 quarter.  This increase includes $26 million in foreign
exchange losses, $25 million in FAS 133 charges related to fuel
hedges, and a $13 million impairment charge related to Delta's
investment in the Reserve Primary Fund money market fund (Primary
Fund).

                      Liquidity Position

At Sept. 30, 2008, Delta had $3.1 billion in unrestricted cash,
cash equivalents and short-term investments.  During the quarter,
Delta borrowed the entire amount of its $1 billion revolving
credit facility to increase financial flexibility as the company
moves toward closing the merger with Northwest.

At the end of the third quarter, the company's unrestricted
liquidity balance included an $818 million investment in the
Primary Fund, after giving effect to the impairment charge, which
is classified as short-term investments at September 30.  Based
on information received from the Primary Fund, the company
expects to receive approximately $300 million in the initial
distribution this month.

In July, Delta amended its Visa/MasterCard credit card processing
agreement to extend the contract period through Dec. 31, 2011.  
There continues to be no cash holdback, or reserve, required
under the amended agreement.

Capital expenditures during the September 2008 quarter were
$288 million, including $246 million for investments in aircraft,
parts and modifications.

                        Fuel Hedging

During the September 2008 quarter, Delta hedged 51% of its
fuel consumption, resulting in an average fuel price of $3.45 per
gallon.

              September 2008 Quarter Highlights

During the September 2008 quarter, Delta continued the
positive momentum in its business, demonstrating its ongoing
commitment to maintain strong employee relations and deliver an
industry-leading customer experience.  Highlights include:

   * Providing superior operational performance by ranking in
     the top tier of its competitive set for on-time
     performance for the last 12 months and by reducing the
     number of mishandled bags by 40% year-over-year in the   
     September quarter;

   * Joining with Aircell(R) to announce that Delta customers
     traveling throughout the continental United States will
     experience the convenience of broadband Wi-Fi on board
     Delta's domestic fleet of more than 330 mainline aircraft
     by the summer of 2009;

   * Accepting delivery of four new B737-700 aircraft that will
     allow the addition of service at unique airports with
     short runways, extreme temperatures and high altitudes
     such as Tegucigalpa, Honduras, beginning in December 2008;

   * Announcing new nonstop flights between Hartsfield-Jackson
     Atlanta International Airport and Mumbai, India, and
     Kuwait City, Kuwait beginning in November 2008;

   * Announcing plans to add new full-flat beds on Boeing 767-
     400 aircraft to offer customers the comfort of a 180-
     degree full flat bed on every Delta flight between the
     United States and London's Heathrow Airport by summer
     2009;

   * For the fourth year in a row, Delta employees and
     customers partnered with the Breast Cancer Research
     Foundation to add to the nearly $1 million already raised
     through pink product sales and donations made on board;
     and

   * The National Mediation Board upheld the decision by Delta
     flight attendants to reject union representation and
     dismissed the Association of Flight Attendants'
     allegations of interference in the May 2008 representation
     election at Delta.

                         Special Items

Delta recorded special charges totaling $24 million in the
September 2008 quarter, including:

   * A $14 million charge for early termination fees under
     contract carrier arrangements;

   * $7 million in merger related expenses; and

   * A $3 million net charge primarily for facilities
     restructuring and severance.

       December 2008 Quarter and Full Year 2008 Guidance

The company projects the following for the December 2008
quarter and full year 2008:
                           
                              4Q 2008 Forecast   2008 Forecast
                              ----------------   -------------
     Non-passenger revenue      $700 million      $2.8 billion

     Fuel price, including
     taxes and hedges              $3.21             $3.17

     Operating margin,            1% to 3%         Flat to 2%
     excluding special items

                              4Q 2008 Forecast   2008 Forecast
                                (compared to      (compared
                                   4Q 2007)        to 2007)
                              ----------------   ------------
     Consolidated passenger          
     unit revenue              Up 8 - 10%        Up 7 - 9%

     Mainline unit costs,
     excluding fuel and
     related taxes and
     special items             Flat to up 2%     Flat to up 2%

     System capacity           Down 4 - 6%       Flat
      Domestic                 Down 12 - 14%     Down 8 - 10%
      International            Up 13 - 15%       Up 14 - 16%

     Mainline capacity         Flat to down 2%   Flat to up 2%
      Domestic                 Down 11 - 13%     Down 9 - 11%
      International            Up 13 - 15%       Up 14 - 16%

                      Ancillary Businesses

Delta's ancillary businesses include TechOps, the largest
airline MRO organization in North America, which serves more than
100 aviation and airline customers around the world, and DAL
Global Services, which provides general aviation services,
training and technical services, and staffing to airlines
including Delta.  MRO operating revenue increased more than 40%
year over year in the September 2008 quarter and continued to
post double-digit margins.

Delta's third quarter results on Form 10-Q may be accessed at no
charge at: http://ResearchArchives.com/t/s?341d

                       DELTA AIR LINES, INC.
                Unaudited Consolidated Balance Sheet
                     As of September 30, 2008

ASSETS

CURRENT ASSETS:
Cash and cash equivalents                         $2,160,000,000
Short-term investments                               921,000,000
Restricted cash                                      228,000,000
Accounts receivable, net of an allowance for
  uncollectible accounts of $24 at 09/30/08        1,240,000,000
Expendable parts and supplies inventories,
  net of an allowance for obsolescence of
  $24 at 09/30/08                                    243,000,000
Deferred income taxes, net                            99,000,000
Prepaid expenses and other                           597,000,000
                                                 ---------------
Total current assets                               5,488,000,000

PROPERTY AND EQUIPMENT:
Flight equipment                                  10,264,000,000
Accumulated depreciation                            (642,000,000)
                                                 ---------------
Flight equipment, net                              9,622,000,000

Ground property and equipment                      2,069,000,000
Accumulated depreciation                            (499,000,000)
                                                 ---------------
Ground property and equipment, net                 1,570,000,000

Flight & ground equipment under capital leases       621,000,000
Accumulated amortization                            (128,000,000)
                                                 ---------------
Flight and ground equipment under
  capital leases, net                                493,000,000

Advance payments for equipment                       375,000,000
                                                 ---------------
Total property and equipment, net                 12,060,000,000

OTHER ASSETS:
Goodwill                                           5,168,000,000
Identifiable intangibles, net of accumulated  
  amortization of $305 at 09/30/08                 2,291,000,000
Other noncurrent assets                              591,000,000
                                                 ---------------
Total other assets                                 8,050,000,000
                                                 ---------------
Total assets                                     $25,598,000,000
                                                 ===============

LIABILITIES AND SHAREOWNERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Current maturities of long-term debt
  and capital leases                                $865,000,000
Air traffic liability                              2,460,000,000
SkyMiles deferred revenue                          1,077,000,000
Accrued salaries and related benefits                572,000,000
Taxes payable                                        345,000,000
Accounts payable                                     347,000,000
Note payable                                                   -
Other accrued liabilities                          1,122,000,000
                                                 ---------------
Total current liabilities                          6,788,000,000

NONCURRENT LIABILITIES:
Long-term debt and capital leases                  9,274,000,000
Pension and related benefits                       2,979,000,000
Skymiles deferred revenue                          2,058,000,000
Deferred income taxes, net                           714,000,000
Postretirement benefits                              857,000,000
Other noncurrent liabilities                         537,000,000
                                                 ---------------
Total noncurrent liabilities                      16,419,000,000

COMMITMENTS AND CONTINGENCIES

SHAREOWNERS' EQUITY (DEFICIT):
Common stock at $0.0001 par value; 1,500,000,000
  shares authorized, 316,059,820 shares issued
  at 09/30/08                                                  -
Additional paid-in capital                         9,561,000,000
Accumulated deficit                               (7,170,000,000)
Accumulated other comprehensive income               152,000,000
Stock held in treasury, at cost, 7,517,662
  shares at 9/30/08                                 (152,000,000)
                                                 ---------------
Total shareowners' equity                          2,391,000,000
                                                 ---------------
Total liabilities and shareowners' equity        $25,598,000,000
                                                 ===============

                      DELTA AIR LINES, INC.
          Unaudited Consolidated Statement of Operations
              Three Months Ended September 30, 2008

OPERATING REVENUE
Passenger:
  Mainline                                        $3,921,000,000
  Regional Affairs                                 1,057,000,000
Cargo                                                162,000,000
Other, net                                           579,000,000
                                                 ---------------
Total Operating Revenue                            5,719,000,000

OPERATING EXPENSE
Aircraft Fuel and related taxes                    1,952,000,000
Salaries and related costs                         1,086,000,000
Contract carrier arrangements                        905,000,000
Depreciation and amortization                        293,000,000
Aircraft maintenance materials
  and other outside repairs                          273,000,000
Contracted services                                  272,000,000
Passenger commissions & other selling expenses       259,000,000
Landing fees and other rents                         190,000,000
Passenger service                                    122,000,000
Aircraft rent                                         70,000,000
Impairment of goodwill                                         -
Impairment of intangible assets                                -
Restructuring and related items                       24,000,000
Profit sharing                                                 -
Other                                                142,000,000
                                                 ---------------
Total Operating Expense                            5,588,000,000

OPERATING INCOME (LOSS)                              131,000,000

OTHER (EXPENSE) INCOME:
Interest expense                                    (140,000,000)
Interest income                                       21,000,000
Miscellaneous, net                                   (62,000,000)
                                                 ---------------
Total other expense, net                            (181,000,000)
                                                 ---------------
LOSS BEFORE REORGANIZATION ITEMS, NET                (50,000,000)

REORGANIZATION ITEMS, NET                                      -
                                                 ---------------
LOSS INCOME BEFORE INCOME TAXES                      (50,000,000)

INCOME TAX (PROVISION) BENEFIT                                 -
                                                 ---------------
NET LOSS                                            ($50,000,000)
                                                 ===============

                       DELTA AIR LINES, INC.
     Unaudited Condensed Consolidated Statement of Cash Flow
               Nine Months Ended September 30, 2008

Net cash provided by operating activities           $282,000,000

Cash Flows From Investing Activities:
Property and equipment additions:
Flight equipment, including advance payments     (1,056,000,000)
Ground property and equipment,
  including technology                              (160,000,000)
Decrease in restricted cash                            2,000,000
Proceeds of sales of flight equipment                110,000,000
Redesignation of cash equivalents to
  short-term investments                            (818,000,000)
Proceeds from sales of investments                             -
Purchase of short-term investments                             -
Other, net                                             7,000,000
                                                 ---------------
Net cash used in investing activities             (1,915,000,000)

Cash Flows From Financing Activities:
Payments on long-term debt and
  capital lease obligations                         (857,000,000)
Proceeds from Exit Facilities                                  -
Proceeds from long-term obligations                2,014,000,000
Payments on DIP Facility                                       -
Other, net                                            12,000,000)
                                                 ---------------
Net cash provided by financing activities          1,145,000,000
                                                                    
Net decrease in cash and cash equivalents           (488,000,000)
Cash and cash equivalents at
  beginning of period                              2,648,000,000
                                                 ---------------
Cash and cash equivalents at
  end of period                                   $2,160,000,000
                                                 ===============

                          About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE: DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall
S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors
in their restructuring efforts.  Timothy R. Coleman at The
Blackstone Group L.P. provides the Debtors with financial advice.  
Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump
Strauss Hauer & Feld LLP, provide the Official Committee of
Unsecured Creditors with legal advice.  John McKenna, Jr., at
Houlihan Lokey Howard & Zukin Capital and James S. Feltman at
Mesirow Financial Consulting, LLC, serve as the Committee's
financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  
On Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the Debtors' disclosure
statement.  In April 25, 2007, the Court confirmed the Debtors'
plan.  That plan became effective on April 30, 2007.  The Court
entered a final decree closing 17 cases on Sept. 26, 2007.

(Delta Air Lines Bankruptcy News, Issue No. 109; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


DERCO JEWELERS: Emerges From Chapter 11 Bankruptcy
--------------------------------------------------
Jeff Miller at Rapaport News reports that Derco Jewelers, Inc.,
has emerged from Chapter 11 bankruptcy.

According to Rapaport News, the Hon. Dennis Montali of the U.S.
Bankruptcy Court for the Northern District of California confirmed
Derco Jewelers' status on Oct. 15, 2008.

Rapaport News quoted Derco Jewelers' vice president Ohan Der-
Abrahamian as saying, "We are pleased to have come out of this
process so soon, and want to thank our vendors for their support
during this time."

San Francisco, California-based Derco, Inc. --
http://www.dercodiamonds.com/-- was founded in 1939 by Krikor Der  
Abrahamian, who specialized in trading diamonds and colored
gemstones, the Debtor manufactures and retails diamonds and
jewelry in the U.S.  The company filed for Chapter 11 protection
(Bankr. N. D. Calif. Case No. 07-31675).  Iain A. Macdonald, Esq.,
at Macdonald & Associates assists the company in its restructuring
effort.  The company listed assets of $1 million to $100 million
and debts of $1 million to $100 million when it filed for
bankruptcy.


ER URGENT: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: ER Urgent Care Holding, Inc.
        700 Ives Dairy Road
        North Miami Beach, FL 33179

Bankruptcy Case No.: 08-25688

Type of Business: The Debtor operates a health care company.

Chapter 11 Petition Date: October 21, 2008

Court: Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Charles L. Neustein, Esq.
                  777 Arthur Godfrey Rd. 2 Floor
                  Miami Beach, FL 33140
                  Tel: (305) 531-2545

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

Estimated Debts: $500,000 to $1,000,000

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

            http://bankrupt.com/misc/flsb08-25688.pdf


EXECUTE SPORTS: Sells Sugar Sand Assets to Coosaw Capital
---------------------------------------------------------
Execute Sports Inc. disclosed in a Securities and Exchange
Commission filing that on October 13, 2008, it entered into an
Asset Purchase Agreement selling its Sugar Sand boat molds and
fiber glass work-in-process inventory, along with the SUGAR SAND
trade names and associated trade names, trademarks, service marks
and service names, and the associated logos and their goodwill,
and all associated domain names, in particular the domain
www.sugarsand.com, trades secrets and copyrights and their
goodwill, and all designs, plans and customer and vendor lists
related to Sugar Sand boats and the Bill of Materials for each
Sugar Sand model, and one Sugar Sand 2008 Tango Extreme GT and
trailer.

The Assets were acquired by Coosaw Capital Partners LLC, the owner
of Bentley Marine Group, headquartered in Lexington, South
Carolina.  Bentley is a manufacturer of marine products employing
approximately 450 people.  The purchase price for the Assets was
$25,000 plus a Residual Fee equal to 2% of the gross sales of all
models of Sugar Sand boats sold by Bentley in the period beginning
on the Effective Date through until Jan. 1, 2014.

Gross sales of Sugar Sand boats made during the Residual Fee
Period will be the total of the amount received for each Sugar
Sand boat including equipment or optional equipment included with
each boat sale (but not including the proceeds from the sale of
any trailer included with a boat, if any), prior to any rebate or
dealer promotion or allowance.  The Residual Fee will be paid on a
quarterly basis for all sales made in the period ending through
the last day of the month immediately prior to the month that the
Residual Fee is due.

The Residual Fee will be due on the 15th day of each January,
April, July and October beginning on January 15, 2009, through
January 15, 2014.

                       Going Concern Doubt

Bedinger & Company, in Concord, Calif., expressed substantial
doubt about Execute Sports Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring losses from operations.  In
addition, the company has yet to generate an internal cash flow
from its business operations.

Execute Sports Inc.'s consolidated balance sheet at June 30, 2008,
showed $1,174,024 in total assets and $7,859,871 in total
liabilities, resulting in a $6,685,847 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $746,547 in total current assets
available to pay $3,368,759 in total current liabilities.

The company reported a net loss of $5,063,712 on total net sales
of $1,771,024 for the second quarter ended June 30, 2008, compared
with a net loss of $527,017 on total net sales of $798,037 in the
corresponding period last year.

                       About Execute Sports

Headquartered in Torrance, Calif., Execute Sports Inc. (OTC BB:
EXCS) -- http://www.executesports.com/-- engages in the design,   
manufacture, and distribution of water sports products in North
America, Europe, Mexico, Australia, South Africa, the Middle East,
and Asia.  Its water sports products include wetsuits, life vests,
rash guards, wakeskates, spray tops, dry tops, and an assortment
of accessories primarily to the wakeboard, wake skate, water ski,
and PWC markets.  The company markets its Execute branded product
line through a network of independent dealers in the United
States; and through distributors internationally.  It also sells
its products through various online retailers, as well as through
sporting goods stores and outlets, marine dealers, and
independently owned pro shops.


EXECUTE SPORTS: Inks Intercreditor and Standby Agreement
--------------------------------------------------------
Execute Sports, Inc., disclosed in a Securities and Exchange
Commission filing that on Oct. 13, 2008, it entered into an
Intercreditor and Standby Agreement that governs the relationship
between the Company and its senior secured creditors as well as
the interrelationship between senior secured creditors.

The Intercreditor Agreement:

   -- identifies the collateral that secures the company's senior  
      debt, which is all of the company's assets;

   -- defines secured senior debt and what constitutes senior loan
      documents and requires that certain minimum documentation
      accompany any senior debt, including a signed Intercreditor
      Agreement;

   -- requires the company to receive the approval of the holders
      of a majority of the company's senior debt in order to issue
      additional senior debt;

   -- prioritizes the liens against the collateral that the
      company's senior debt has by making all senior debt, that is
      accompanied by the appropriate senior loan documents, equal
      in rank with one another regardless of the date that a UCC
      Financing Statement has been filed;

   -- governs the distribution of proceeds from any liquidation or
      foreclosure of the Collateral -- Senior Lenders share pro
      rata in such proceeds;

   -- permits the holders of a majority of the Senior Debt to
      compromise, exchange or restructure the Senior Debt and that
      such compromise, exchange or restructuring shall be binding
      upon all holders of Senior Debt;

   -- prevents any senior lender from taking any collection action
      of any kind without the approval of the holders of a
      majority of the senior debt; and

   -- allows that any sale of the Company's assets, not made in
      the ordinary course of business (including the Collateral,
      or portions), and the disposition of proceeds , if any,
      shall be deemed to have been done in accordance with the
      procedures outlined in the Intercreditor Agreement if such
      asset sale was approved by the holders of a majority of the
      Senior Debt.

                       Going Concern Doubt

Bedinger & Company, in Concord, Calif., expressed substantial
doubt about Execute Sports Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring losses from operations.  In
addition, the company has yet to generate an internal cash flow
from its business operations.

Execute Sports Inc.'s consolidated balance sheet at June 30, 2008,
showed $1,174,024 in total assets and $7,859,871 in total
liabilities, resulting in a $6,685,847 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $746,547 in total current assets
available to pay $3,368,759 in total current liabilities.

The company reported a net loss of $5,063,712 on total net sales
of $1,771,024 for the second quarter ended June 30, 2008, compared
with a net loss of $527,017 on total net sales of $798,037 in the
corresponding period last year.

                       About Execute Sports

Headquartered in Torrance, Calif., Execute Sports Inc. (OTC BB:
EXCS) -- http://www.executesports.com/-- engages in the design,   
manufacture, and distribution of water sports products in North
America, Europe, Mexico, Australia, South Africa, the Middle East,
and Asia.  Its water sports products include wetsuits, life vests,
rash guards, wakeskates, spray tops, dry tops, and an assortment
of accessories primarily to the wakeboard, wake skate, water ski,
and PWC markets.  The company markets its Execute branded product
line through a network of independent dealers in the United
States; and through distributors internationally.  It also sells
its products through various online retailers, as well as through
sporting goods stores and outlets, marine dealers, and
independently owned pro shops.


FELCOR LODGING: S&P Cuts Corp. Credit Rating to 'B+' From 'BB-'
---------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on Irving, Texas-based FelCor Lodging Trust Inc. to 'B+'
from 'BB-'.  At the same time, S&P removed the ratings from
CreditWatch with negative implications, where they were placed on
Aug. 1, 2008.  The outlook is negative.  

At the same time S&P assigned its '2' recovery rating to FelCor
Lodging L.P.'s $215 million floating-rate senior secured notes and
outstanding $300 million 8.5% senior secured notes, both due in
2011.  Both notes issues and the company's revolving line of
credit (unrated) are secured by a pledge of the limited partner
interest in FelCor Lodging L.P. and rank pari passu.  The assigned
recovery rating of '2' indicates that lenders can expect
substantial recovery in the event of a payment default and results
in an upgrade of the rating on the notes to 'BB-' from 'B+'.  

The previous 'B+' rating on the notes reflected criteria different
from what S&P currently use in its recovery analysis.

"The downgrade considers prospects for an extended economic
slowdown in the U.S.," said S&P's credit analyst Liz Fairbanks,
"likely to cause U.S. industry revenue per available room to be
flat to down slightly in 2008 and to decline in the 5% area in
2009."  FelCor's credit measures are already weak for the ratings,
and we expect the lodging downturn to preclude an improvement to
these measures in the next several quarters.


FMA CBO: Moody's Trims $47MM Class B Notes Rating to Caa3 from B3
-----------------------------------------------------------------
Moody's Investors Service has downgraded the rating on the notes
issued by FMA CBO Funding II, L.P.:

Class Description: $47,000,000 Class B Second Priority Senior
Floating Rate Notes due 2011

  -- Prior Rating: B3
  -- Prior Rating Date: July 28, 2006
  -- Current Rating: Caa3

The rating downgrade action reflects deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on September 26, 2008, of an event of
default caused by a failure of the Class A/B Overcollateralization
Ratio to equal or exceed 100%, as required under Section 5.1(j) of
the Indenture dated September 15, 1999.

FMA CBO Funding II, L.P. is a collateralized debt obligation
backed primarily by a portfolio of high-yield debt securities.

The rating action taken reflects the increased expected loss
associated with Class B Notes. Losses are attributed to diminished
credit quality on the underlying portfolio.


FORSTER DRILLING: Names Frederick Doutel as CEO and Board Chairman
------------------------------------------------------------------
Forster Drilling Corporation disclosed in a Securities and
Exchange Commission filing that Fred Forster, III, President,
Chief Executive Officer, and Chairman of the Board, stepped down,
effective Oct. 6, 2008.

In his place, Frederick C. Doutel, Jr., has been elected by the
board to serve as acting President, Chief Executive Officer, and
Board Chairman.  This executive management change is being
effected to strengthen and streamline the operations structure.

Forster has two rigs currently operating under long-term drilling
contracts in the Permian Basin.

Headquartered in Houston, Forster Drilling Corporation (OTC BB:
FODL.OB) -- http://www.forsterdrilling.com/-- is engaged in
in the refurbishing land drilling rigs and deploying them for use
by oil and natural gas producers.  Currently, the company provides
contract land drilling services in New Mexico to two different oil
and gas company customers.

Forster Drilling Corp.'s consolidated balance sheet at Feb. 29,
2008, showed $15,050,904 in total assets and $16,088,602 in total
liabilities, resulting in a $1,037,698 total stockholders'
deficit.

                       Going Concern Doubt

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


FRIEDMAN'S INC: Wants Plan Exclusivity Period Extended to Feb. 23
-----------------------------------------------------------------
Friedman's Inc. and Crescent Jewelers ask the U.S. Bankruptcy
Court for the District of Delaware to further extend their
exclusive periods to:

  a) file a plan by approximately 90 days through and including
     Feb. 23, 2009; and

  b) solicit acceptances of the plan by approximately 90 days
     through and including April 23, 2009.

The Court previously extended the Debtors' Exclusive Periods on
May 2, 2008, and Sept. 5, 2008.  The current Exclusive Filing
Period Expires on Nov. 24, 2008, and the current Exclusive
Solicitation Period expires on Jan. 23, 2009.

The Debtors maintain that a further extension of the Exclusive
Periods is justified by the progress they have made in liquidating
and maximizing the value of their estates.  Moreover, the Debtors
tell the Court that they would need the additional extension to
negotiate the terms of a plan of reorganization without pressure
from creditors.  

The Debtors say that the large scale and sophisticated nature of
their cases by themselves justify the extension of the Exclusive
Periods.  While they have made significant progress conducting
store liquidation sales, selling accounts receivable and
liquidating substantially of of their tangible assets, there is
still much to do to maintain the day-to-day administration of the
cases.  In addition, the Debtors will need more time to thoroughly
review their remaining assets and the potential claims that will
be asserted against the estates to determine the structure of the
eventual plan.

The Debtors add that the requested extension of the exclusive
periods is in the best interests of the Debtors, their estates,
and other and other parties in interest.   

                      About Friedman's Inc.

Addison, Texas-based Friedman's Inc. -- http://www.friedmans.com/   
-- and -- http://www.crescentonline.com/-- prior to the filing of  
their bankruptcy cases, comprised a leading specialty jewelry
retail company.

On Jan. 14, 2005, Friedman's and eight of its affiliates filed for
Chapter 11 in the United States Bankruptcy Court for the
Southern District of Georgia, Case No. 05-40129.  On Nov. 23,
2005, the Court confirmed the Debtors' Amended Plan and that Plan
became effective on Dec. 9, 2005.

Crescent Jewelers, the largest jewelry retailer on the West Coast,
filed for Chapter 11 protection on Aug. 12, 2004 (Bankr. N.D.
Calif. Case No. 04-44416).  On July 13, 2006, the California
Bankruptcy Court confirmed Crescent Jewelers' Second Amended Plan
of Reorganization.

On July 28, 2006, Friedman's acquired Crescent's equity in
Crescent's own chapter 11 bankruptcy case in California.  Crescent
became a wholly owned subsidiary of Friedman's.

On Jan. 22, 2008, five parties declaring claims aggregating
$9,081,199, filed an involuntary Chapter 7 petition against
Friedman's.  The petitioners were Rosy Blue, Inc.; Rosy Blue
Jewelry Inc.; Jay Gems, Inc., dba Jewelmark; Simply Diamonds Inc.;
and Paul Winston-Eurostar LLC.

As of commencement of these cases, Friedman's operated 388 stores
in 20 states with over 2,890 employees while Crescent Jewelers
operated 85 stores in 3 states with over 600 employees.  
Friedman's and Crescent Jewelers filed for chapter 11 protection
on Jan. 28, 2008 (Bankr. D. Del. Case Nos. 08-10161 and 08-10179).

The Debtors are represented by Athanasios E. Agelakopoulos, Esq.,
and Paul M. Rosenblatt, Esq., at Kilpatrick Stockton LLP, Chun I.
Jang, Esq., Jason M. Madron, Esq., Mark D. Collins, Esq., and
Michael Joseph Merchant, Esq., at Richards, Layton & Finger, P.A.,
Jocelyn Keynes, Esq., John D. Demmy, Esq., Joseph H. Huston, Jr.,
and Nicholas F. Kajon, Esq., at Stevens & Lee, P.C.  An Official
Committee of Unsecured Creditors has been appointed in the
Debtors' cases.

Charlene D. Davis, Esq., and Justin K. Edelson, Esq., at Bayard,
P.A., and Mary E. Augustine, Esq., at Ciardi Ciardi & Astin, P.C.
represent the Creditors Committee as counsel.

On April 4, 2008, the Debtors obtained permission to sell to
Whitehall Jewelers Inc., the inventory and related property
located at 78 of the Debtors' stores, and to assume and assign to
Whitehall the leases with respect to those 78 stores.  As of  
Dec. 28, 2007, the Debtors listed total assets of $245,787,000 and
total liabilities of $171,877,000.


GATEHOUSE MEDIA: East Peak Partners, et al., Disclose 7% Stake
--------------------------------------------------------------
East Peak Partners, L.P., and JGE Capital Management, LLC
disclosed in a Securities and Exchange Commission filing that they
may be deemed to beneficially own 4,000,000 shares of Gatehouse
Media, Inc.'s common stock, representing 6.88% of the shares
issued and outstanding.

Jeffrey G. Edwards, JGE Capital president, disclosed that he may
be deemed to beneficially own 4,010,500 shares of the company's
common stock, representing 7.07% of the shares issued and
outstanding.

                   About GateHouse Media Inc.
  
Headquartered in Fairport, New York, GateHouse Media Inc.
(NYSE:GHS) -- http://www.gatehousemedia.com/-- is a publisher of    
locally based print and online media in the United States.  The
company's products include 101 daily newspapers with total
paid circulation of approximately 906,000; 282 weekly newspapers
(published up to three times per week) with total paid circulation
of approximately 606,000 and total free circulation of
approximately 905,000; 132 shoppers (generally advertising-only
publications) with total circulation of approximately 2.3 million;
more than 250 locally focused Web sites, which extend its
franchises onto the Internet, and seven yellow page directories
with a distribution of approximately 810,000 that covers a
population of approximately two million people.  The company also
produces publications that address specific local market
interests, as recreation, sports, healthcare and real estate.  
GateHouse operates in five geographic regions: Northeast, Western,
Northern Midwest, Southern Midwest and Atlantic.

The company's consolidated balance sheet as of June 30, 2008,
shows $1.41 billion in total assets, $1.43 billion in total
liabilites, resulting in $18.7 million in shareholders' deficit.  

The company posted $443.25 million in net losses on
$184.07 million for quarter ended June 30, 2008.


GOE LIMA: Wants to Access $2.9 Million SunTrust DIP Facility
------------------------------------------------------------
The Deal's Carolyn Okomo reports GOE Lima LLC asked the Hon. Mary
Ann Whipple of the United States Bankruptcy Court for the Northern
District of Ohio for authority to obtain up to $2.9 million in
debtor-in-possession financing from SunTrust Bank NA.

The company also asked the Court for permission to access cash
collateral securing its obligation to its lenders, the report
says.

The bank's $2.9 million facility will incur interest at 10% per
annum, which will move up another 200 basis points if the company
defaulted, the Deal says.  The facility is subject to a $317,740
carve-out for payment of professional expenses, the report notes.

According to the Deal, the absence of the bank's facility may
cause problem to the company's ability to maximize the value of
its assets and could compel it stop its business operations in the
short term.

Headquartered in Lima, Ohio, GOE Lima LLC --
http://www.go-ethanol.com/-- operates an ethanol production
facility.  The company filed for protection on Oct. 14, 2008
(Bankr. N.D. Ohio Case No. 08-35508).  Timothy J. Hurley, Esq., at
Taft, Stettinius & Hollister LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, its listed assets and debts between $100 million to
$500 million each.


GOODY'S FAMILY: GE Corporate Provides $175MM Credit Facility
------------------------------------------------------------
GE Commercial Finance Corporate Lending said it provided a
$175 million plan of reorganization credit facility to Goody's
Family Clothing Inc., a moderately priced family apparel retailer.
The loan was used to refinance the company's debtor-in-possession
(DIP) financing upon the company's emergence from a Chapter 11
bankruptcy. In June, GE Corporate Lending also provided the
company with a $175 million DIP credit facility. GE Capital
Markets arranged both transactions.

Founded in 1953 in Knoxville, Tennessee, Goody's is an apparel
retailer providing clothing and accessories for all ages. The
company operates 287 stores primarily within the Southeastern U.S.

"GE made a significant financial commitment allowing us to keep
our bank group to a minimum and have access to capital when we
needed it," said David Peek, executive vice president and CFO for
Goody's. "We valued having a lender with both restructuring and
retail expertise who could provide financing in such uncertain
times."

"The combination of our retail and restructuring expertise allows
us to quickly understand the unique needs of retailers seeking
financing to reorganize and reenergize their businesses," said Tom
Quindlen, president and CEO of GE Corporate Lending. "Whether in
good or challenging times, we specialize in providing customers
with smarter capital to help support their business strategies."

To better meet the unique financing needs of customers, GE
Corporate Lending has a team of Industry Leaders supported by
research analysts. These industry experts help build smarter
financing solutions for companies across key industries: Aerospace
& Defense; Automotive; Chemicals & Plastics; Construction; Food,
Beverage & Agribusiness; Financial & Business Services; Forest
Products; Metals and Mining; Restructuring; Retail; Technology &
Electronics; and Transportation.

With $16 billion in assets, GE Commercial Finance Corporate
Lending is one of North America's largest providers of asset-
based, cash flow, structured finance and other financial solutions
for mid-size and large companies. From over 30 offices throughout
the U.S. and Canada, GE Corporate Lending specializes in serving
the unique needs of borrowers seeking $20 million to $2 billion
and more for working capital, growth, acquisitions, project
finance and turnarounds. Visit www.gelending.com/clnews to learn
more.

GE Commercial Finance, which offers businesses around the globe an
array of financial products and services, has assets of over $300
billion and is headquartered in Norwalk, Connecticut. GE (NYSE:
GE) is a diversified global infrastructure, finance and media
company that is built to meet essential world needs. From energy,
water, transportation and health to access to money and
information, GE serves customers in more than 100 countries and
employs more than 300,000 people worldwide. GE is Imagination at
Work. For more information, visit the company's Web site at
http://www.ge.com.

              Emergence from Chapter 11 Bankruptcy

Cooley Godward Kronish announced that Goody's Family Clothing,
Inc. has emerged from Chapter 11 bankruptcy. Cooley was counsel to
Goody's official committee of unsecured creditors.

Goody's plan for reorganization was confirmed by order of the
United States Bankruptcy Court for the District of Delaware on
October 7, 2008. Its emergence from bankruptcy marks only the
second successful reorganization of a retailer's operations since
amendments to the U.S. Bankruptcy Code were implemented in 2005.
The other successful retail bankruptcy reorganization was Hancock
Fabrics Inc. in June 2008. Cooley also represented the official
committee of unsecured creditors of Hancock Fabrics.

"The cards have been stacked against retailers since amendments to
the bankruptcy code were passed in 2005," said Lawrence C.
Gottlieb, chair of the Bankruptcy & Restructuring practice who
recently testified before Congress on the impact of the 2005
amendments. "In practice, the changes effectively re-structured
retail Chapter 11 to act predominantly as a vehicle for secured
lenders to sell the assets of a company through a quick sale
process that provides very little, if any, opportunity for
retailers to restructure their debt and rehabilitate their
business."

"Given the recent economic climate and, specifically, the lack of
credit, it has been even more challenging for retailers to emerge
from bankruptcy as reorganized companies," said Partner Cathy
Hershcopf.

                       About Goody's Family

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

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

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

GOTTSCHALKS INC: NYSE to Delist Common Stock on October 27
----------------------------------------------------------
The New York Stock Exchange informed Gottschalks, Inc., that it is
in non-compliance with Section 802.01B of the NYSE Listed Company
Manual, because over a consecutive 30-day trading period, the
company's average global market capitalization was less than
$25 million.  As a result, the NYSE plans to suspend trading of
Gottschalks' stock prior to the market opening on Monday,
Oct. 27, 2008.

The company has informed the exchange it plans to appeal the
ruling.  During the review, the company will take all necessary
actions to have its common stock quoted on the OTC Bulletin
Board and will consider all available alternatives.

Under applicable NYSE procedures, the company plans to request a
review of the determination by the committee of the board of
directors of the NYSE by filing a request with the secretary
of the NYSE within 10 business days from the time the company
received the aforementioned notice.  The review will be
scheduled for the first Review Day, which is at least 25
business days from the date the request for review is filed with
the Secretary of the NYSE.  Based on the outcome of the appeal
process the company's stock could then be delisted from the
exchange.  The company will separately disclose the appeal date
and OTC symbol when available.

The company noted that not being listed on the NYSE is not a
default under the company's credit agreement.  In addition, it
will not affect the company's business operations and the
company remains in active negotiations regarding its current
proposed transaction with Everbright Development Overseas, Ltd.

"In recent months, the challenges in the macroeconomic
environment have intensified due to unprecedented and mounting
events in the financial markets," Jim Famalette, chairman and
chief executive officer of Gottschalks said.  "Clearly, these
challenges have had an adverse effect on our stock performance.
Nonetheless, we remain committed to managing the areas of our
business within our control.  In particular, we strengthened our
liquidity through the recent sale of certain real estate assets,
we have streamlined our operations, and have reduced inventory
levels consistent with sales trends.  Additionally, we signed
a letter of intent with Everbright Development Overseas, which
will provide for a significant infusion of capital into our
business and create opportunities to enhance our operations.  We
believe all of our proactive actions will better position our
company for the future as we continue to focus on maximizing
long-term value for our shareholders."

                      About Gottschalks Inc.

Headquartered in Fresno, California, Gottschalks Inc. (NYSE:GOT)
-- http://www.gottschalks.com/-- is a regional department store  
chain, operating 58 department stores and three specialty apparel
stores in six western states, including California (38),
Washington (7), Alaska (5), Oregon (4), Nevada (2) and Idaho (2).  
Gottschalks offers better to moderate brand-name fashion apparel,
cosmetics, shoes, accessories and home merchandise.  


GSV INC: Gains Maturity Extension for $160,000 Promissory Note
--------------------------------------------------------------
GSV, Inc., disclosed in a Securities and Exchange Commission
filing that on Oct. 17, 2008, it entered into an agreement with
Brooks Station Holdings, Inc., pursuant to the parties agreed to
amend and restate the terms of an 8% promissory note in the
principal amount of $160,000 in the form of a substitute note
dated as of Sept. 1, 2008.

Pursuant to the Waiver and Extension Agreement, Brooks Station
agreed to extend the maturity date of the Original Note from
Sept. 1, 2008, to March 1, 2009, and to waive any claim against
GSV or its assets arising from GSV's failure to repay the Original
Note on the maturity date. The Original Note was issued July 21,
2003, and had previously been amended by agreements dated August
31, 2007 and March 11, 2008 between the parties. Also, pursuant to
the Waiver and Extension Agreement, GSV and Brooks Station agreed
to amend a security agreement between them to provide that Brooks
Station's security interest in GSV's assets would continue to
support GSV's obligations under the Substitute Note.

Contemporaneously with the execution of the Waiver and Extension
Agreement, GSV paid Brooks Station $10,000 of the principal
balance of the Original Note, thus reducing the outstanding
principal balance of the Substitute Note to $150,000. As of
September 1, 2008, the accrued and unpaid interest of the
Substitute Note was $28,933.33.  The Substitute Note provides that
upon the occurrence of an event of default, all amounts remaining
unpaid on the Substitute Note will become immediately due and
payable.

Events of default include GSV's application for appointment of a
receiver, GSV's admission in writing of its inability to pay its
debts as they become due, GSV's making of a general assignment for
the benefit of creditors, the filing against GSV of an involuntary
petition in bankruptcy or other insolvency proceeding, or a
petition or an answer seeking reorganization or an arrangement
with creditors, the filing by GSV of an application for judicial
dissolution or the entry of an order, judgment or decree by any
court of competent jurisdiction, approving a petition seeking
reorganization of GSV or all or a substantial part of the
properties or assets of GSV or appointing a receiver, trustee or
liquidator for GSV.

                       Going Concern Doubt

The company said that in recent periods cash flows provided by the
its oil and gas investments have been sufficient to enable it to
fund operating, investing and financing needs.  However, the
company will be required to obtain additional financing to fund
drilling and development and to pay certain indebtedness as it
becomes due.  The company believes these conditions raise
substantial doubt about its ability to continue as a going
concern.

GSV Inc. reported net income of $268,224 for the second quarter
ended June 30, 2008, compared with net income of $61,333 in the
corresponding period last year.

Revenues for the quarter increased by $253,180 or 123.5%, to
$458,149 in 2008 from $204,969 in 2007.  This increase was due to
increased production and increased oil and gas prices.

At June 30, 2008, the company's consolidated balance sheet showed
$3,293,303 in total assets, $879,045 in total liabilities, and
$2,414,257 in total stockholders' equity.

                          About GSV Inc.

Headquartered in Westport, Conn., GSV Inc. (OTC BB: GSVI)
-- http://www.gsv.com/-- holds working interests in two oil and   
gas wells in the state of Louisiana.  An independent reserve
study, effective January 2008, estimated that the remaining
reserve in the wells, including PDP and PDNP, net of expenses and
discounted at 10%, was $985,829.  In June 2008 the well that had
been producing oil and gas started to produce some water, and
production of oil and gas from the well has fallen as a result.

Through Cybershop the company also owns interests in certain oil
and gas properties in Texas and an interest in Century Royalty
LLC, a Texas limited liability company that manages the oil and
gas properties in Texas and holds a portion of the company's  
interests in the oil and gas wells in Louisiana.


GWLS HOLDINGS: Gets Initial OK to Access $45 Million UBS Facility
-----------------------------------------------------------------
The Hon. Peter J. Walsh of the United States Bankruptcy Court
for the District of Delaware authorized GWLS Holdings Inc. and
its debtor-affiliates to obtain, on an interim basis, up to
$45,000,000 in debtor-in-possession financing from a syndicate
of financial institutions including (i) UBS AG, Stamford Branch,
as administrative agent and issuing lender; (ii) General Electric
Capital Corporation, as collateral agent; (iii) UBS Securities
LLC, as documentation and syndication agent, and bookrunner; and
(iv) Ableco Finance LLC, as joint lead lender.

Judge Walsh also authorized the Debtors to access cash collateral
securing repayment of the secured loan to the lenders in
accordance with a 13-week budget.

A hearing is set for Nov. 24, 2008, at 11;00 a.m., at 824 North
Market Street, 6th Floor, Courtroom #2 in Wilmington, Delaware, to
consider final approval of the motion.  Objections, if any, are
due Nov. 19, 2008, at 5:00 p.m.

On a final basis, the lenders agreed to provide as much as
$73.6 million in financing under a senior secured, superpriority
debtor-in-possession credit agreement dated Oct. 22, 2008.

The DIP facility will terminate by March 31, 2009, subject to
extension to Dec. 31, 2009, if approved by the lenders.  The loans
will bear interest at Base Rate greater of 5.25% and the greater
of (i) the "Federal Funds Rate" plus 3%, and (ii) the prime
commercial lending rate of UBS AG, Stamford Branch, plus the
applicable margin of 6%.

The proceeds of the DIP facility will be used to pay:

  -- postpetition operating and other working capital
     requirements;

  -- certain transaction fees, costs and expenses;

  -- certain prepetition claims as may be approved by the lenders
     and the Court; and

  -- amount necessary to cash collaterilize certain loans.

The DIP facility is subject to carve-outs to pay fees and
expenses incurred by the professionals of the Debtors and any
committee, and unpaid fees of the clerk of the Court and the U.S.
Trustee.  There is a $1,950,000 carve-out to pay fees and expenses
incurred by professionals of the Debtors and any committee.

Under the agreement, the Debtors will pay a host of fees
including, among other things, a $100,000 administrative agency
fees payable on the closing date; an annual $250,000 collateral
agency fee payable on the closing date and annually thereafter.

To secured their DIP obligations, the lenders will be
granted superpriority administrative expense claims over all
administrative expense under Section 362(c)(1) of the Bankruptcy
Code.

The DIP agreement contains customary and appropriate events of
default.

On Dec. 19, 2006, the Debtors entered into a credit facility
agreements with UBS AG to provide as much as $594 million in
financing comprised of:

  -- $370 million consists secured credit facility of (i) a
     $300 million first lien term loan; and (ii) a $70 million
     revolving credit facility under a first lien credit
     agreement;

  -- $117 million second lien credit facility under a second lien
     guarantee and collateral agreement.

  -- $107 million unsecured mezzanine facility under an amended
     and restated senior holdings credit agreement.

The first and second lien facilities are secured by all of the
Debtors' assets.  As of Sept. 30, 2008, the outstanding amount
under the first lien term loan was $296.25 million, while the
first lien revolving credit facility was $69.9 million, inclusive
of $31.5 million in outstanding letters of credit.

A full-text copy of the Debtors' 13-Week Budget is available for
free at http://ResearchArchives.com/t/s?3428

A full-text copy of Senior Secured, Superpriority Debtor-In-
Possession Credit Agreement date Oct. 22, 2008, is available for
free at http://ResearchArchives.com/t/s?3428

                        About GWLS Holdings

Headquartered in Dallas, Texas, GWLS Holdings Inc. --
http://www.greatwide.com/-- operate trucking and logistics
company.  The company and 50 of its affiliates filed for Chapter
11 protection on Oct. 20, 2008 (Bankr. D. Del. Lead Case No.
08-12430).  Robert S. Brady, Esq., at Young, Conaway, Stargatt &
Taylor LLP, as the Debtors' counsel.  Willkie Farr Gallagher LLP,
represents as the Debtors' co-counsel.  Miller Buckfire & Co.,
LLC, represents as the Debtors' financial advisor.  When the
Debtors filed for protection from their creditors, they listed
assets and debts between $500 million and $1 billion each.


HEALTHTRONICS INC: Increased Corp. Debt Cues Moody's Ratings Cut
----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of HealthTronics, Inc. to B2 from B1 and changed the outlook to
stable from negative.  Concurrently Moody's downgraded the rating
on the $60 million senior secured revolving credit facility to B1
from Ba3.  The last rating action was on October 31, 2007 when
Moody's affirmed both the B1 Corporate Family Rating and the
negative outlook.

The downgrade reflects HealthTronics' recent increase in corporate
debt to fund acquisitions and stock repurchases.  Moody's believes
it is highly likely that the company will need to incur increased
financial leverage over the next several years to support its
long-term growth initiatives, including expansion into the
radiation therapy services business which it expects will require
significant growth capital expenditures.  Moody's had previously
stated that a growth strategy that resulted in a releveraging of
the corporate balance sheet could lead to downward rating
pressure.  The change in outlook is supported by the stabilization
of the core lithotripsy business over the past several quarters.

The B2 Corporate Family Rating is primarily supported by the low
financial leverage and good interest coverage that the company
currently maintains.  The ratings are also supported by the
company's leading position in the urology market and its potential
for growth if the company is able to successfully execute on its
strategy to expand into radiation therapy.

The ratings are constrained by HealthTronics' very small scale,
minimal free cash flow and potential risks to the company's
business model and growth strategy, including reimbursement and
regulatory changes and an increasingly competitive environment.

Moody's downgraded these ratings:

  -- $60 million senior secured revolving credit facility, to B1
     (LGD2, 29%) from Ba3 (LGD2, 27%)

  -- Corporate Family Rating, to B2 from B1;
  -- Probability of Default Rating, to B3 from B2;

The ratings outlook is stable.

Headquartered in Austin, Texas, HealthTronics is a leading
provider of urology services and products in the US.  The company
provides urologists with cost-effective access to lithotripters
and other capital equipment as well as practice management
services.  The company operates primarily through partnerships
with urology practices in which HealthTronics owns a minority
stake.  For the twelve months ended June 30, 2008, the company
generated adjusted EBITDA of $17 million.


INTERSTATE BAKERIES: Says Disclosure Statement Has Adequate Info
----------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates ask
the United States Bankruptcy Court for the Western District of
Missouri to find that the Disclosure Statement accompanying
their new Plan of Reorganization dated October 4, 2008, provides
adequate information within the meaning of Section 1125(a)(1) of
the Bankruptcy Code.

Section 1125(b) prohibits postpetition solicitation of a
reorganization plan unless the plan and "a written disclosure
statement approved, after notice and a hearing, by the court as
containing adequate information" are transmitted to those
persons whose votes are being solicited.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, asserts that the Debtors' Disclosure
Statement is both extensive and comprehensive, and contains
descriptions and summaries of, among other things:

   (a) the Plan,

   (b) the Debtors' history and prepetition capital structure,

   (c) certain events leading to the commencement of the chapter
       11 cases,

   (d) the significant events during the chapter 11 cases,

   (e) the claims asserted against the Debtors' estates,

   (f) the new securities to be issued under the Plan,

   (g) various risk factors affecting the Plan and the Debtors'
       restructuring,

   (h) a liquidation analysis setting forth the estimated return
       that creditors would receive in a hypothetical chapter 7
       case,

   (i) financial information and valuations relevant to
       creditors' determinations of whether to accept or
       reject the Plan,

   (j) certain securities law and tax law consequences of the
       Plan, and

   (k) a disclaimer indicating that no statements or information
       concerning the Debtors and their assets and securities are
       authorized other than those set forth in the Disclosure
       Statement.

For these reasons, Mr. Ivester says, the Disclosure Statement
contains adequate information within the meaning of Section 1125.

                         About IBC

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 5, 2007.  Their exclusive period to file a chapter 11 plan
expired on November 8, 2007.  On Jan. 25, 2008, the Debtors filed
their First Amended Plan and Disclosure Statement.  On Jan. 30,
2008, the Debtors received court approval of the first amended
Disclosure Statement.  IBC did not received any qualifying
alternative proposals for funding its plan of reorganization in
accordance with the court-approved alternative proposal
procedures.  As a result, no auction was held on Jan. 22, 2008, as
would have been required under those procedures.  The deadline for
submission of alternative proposals was Jan. 15, 2008.  A new plan
filing deadline was set for June 30, 2008; no plan was filed as of
that date.

(Interstate Bakeries Bankruptcy News, Issue No. 113; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


IRVINE SENSORS: Transfers Optex Asset to Longview to Kill Debt
--------------------------------------------------------------
Irvine Sensors Corporation disclosed in a Securities and Exchange
Commission filing that on Oct. 14, 2008, it transferred to an
entity controlled by its senior lenders, Longview Fund, L.P and
Alpha Capital Anstalt all of the assets and specified liabilities
of Optex in exchange for the extinguishment of certain of the
Company's debt due with a principal balance of approximately $13.5
million and approximately $1.5 million of accrued but unpaid
interest, for an aggregate amount of $15 million.

The transaction took the form of a foreclosure on the transferred
Optex net assets by the Senior Lenders that was effected through a
credit bid.

                       About Irvine Sensors

Based in Costa Mesa, Calif., Irvine Sensors Corporation
(Nasdaq: IRSN) -- http://www.irvine-sensors.com/-- is a vision
systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies, the manufacture and sale
of optical systems and equipment for military applications through
its Optex subsidiary and research and development related to high
density electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

                        Going Concern Doubt

The company generated net losses in fiscal 2005, fiscal 2006,
fiscal 2007 and the 39 weeks ended June 29, 2008.  At June 29,
2008, the company's accumulated deficit was $156,444,700.

The company said it engaged an investment banking firm in
June 2008 to assist it in raising additional capital.  Failure to
successfuly raise capital would have a material and adverse effect
on the company's financial condition, which may result in defaults
under its loan and preferred stock instruments.  The company said
these conditions create substantial doubt about its ability to
continue as a going concern.

                           Balance Sheet

At June 29, 2008, the company's consolidated balance sheet showed
$31,519,400 in total assets, $28,794,000 in total liabilities, and
$2,725,400 in total stockholders' equity.

The company's consolidated balance sheet at June 29, 2008, also
showed strained liquidity with $12,104,000 in total current assets
available to pay $12,667,800 in total current liabilities.  The
decline in working capital was substantially due to the
reclassification of the $2.0 million debt owed by Optex Systems
Inc., a wholly owned subsidiary, to TWL Group, LP, an entity owned
by Timothy Looney, that is due upon the earlier of Feb. 27, 2009,
or sixty days after all debt to the company's senior lenders is
refinanced or retired in full.


ISCHUS HIGH GRADE: Moody's Cuts Ratings on Six Classes of Notes
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on six
classes of notes issued by Ischus High Grade Funding I Ltd. and
left one of these ratings on review for possible downgrade.  The
notes affected by today's rating actions are:

Class Description: $1,041,500,000 Class A1S Senior Floating Rate
Notes Due 2046

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade
  -- Prior Rating Action Date: April 23, 2008

Class Description: $85,000,000 Class A1J Senior Floating Rate
Notes Due 2046

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: April 23, 2008

Class Description: $17,000,000 Class A2 Senior Floating Rate Notes
Due 2046

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: April 23, 2008

Class Description: $30,500,000 Class A3 Deferrable Floating Rate
Notes Due 2046

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: C
  -- Prior Rating Action Date: April 23, 2008

Class Description: $12,500,000 Class B Deferrable Floating Rate
Notes Due 2046

  -- Prior Rating: Ca
  -- Current Rating: C
  -- Prior Rating Action Date: April 23, 2008

Class Description: $3,000,000 Class C Deferrable Floating Rate
Notes Due 2046

  -- Prior Rating: Ca
  -- Current Rating: C
  -- Prior Rating Action Date: April 23, 2008

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


ISCHUS MEZZANINE: Moody's Slashes Two Notes Ratings to 'Ca'
-----------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the ratings of these notes issued by Ischus Mezzanine
CDO IV, Ltd.:

Class Description: $17,500,000 Class X First Priority Senior
Secured Amortizing Notes Due 2013

  -- Prior Rating: Aaa
  -- Current Rating: Aaa, on review for possible downgrade
  -- Prior Rating Action Date: 6/29/2007

Additionally, Moody's has downgraded the ratings of these notes:

Class Description: $150,000,000 Super Senior Swap dated as of
June 27, 2007

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: 4/22/2008

Class Description: $100,000,000 Class A-1 Second Priority Senior
Secured Floating Rate Notes Due 2047

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: 4/22/2008

Class Description: $80,000,000 Class A-2 Third Priority Senior
Secured Floating Rate Notes Due 2047

  -- Prior Rating: Ca
  -- Current Rating: C
  -- Prior Rating Action Date: 4/22/2008

Class Description: $50,000,000 Class A-3 Fourth Priority Senior
Secured Floating Rate Notes Due 2047

  -- Prior Rating: Ca
  -- Current Rating: C
  -- Prior Rating Action Date: 4/22/2008

Class Description: $54,000,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2047

  -- Prior Rating: Ca
  -- Current Rating: C
  -- Prior Rating Action Date: 4/22/2008

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


JOHNSON BROADCASTING: Files for Chapter 11 Protection in Houston
----------------------------------------------------------------
Johnson Broadcasting Inc., the owner of KNWS (Channel 51) in
Houston, has filed for Chapter 11 bankruptcy protection, David
Barron of the Houston Chronicle reported Thursday.  

In court filings, the company said that revenues have not kept
pace with operating expenses due to the economic downturn.  The
company also said that IFC Credit Corp., which had provided
equipment lease financing to the company, filed a case in federal
court enjoining Channel 51 from using the equipment in Dallas.

Johnson Broadcasting of Dallas Inc., which owns KLDT (Channel 54)
in Dallas, filed a separate Chapter 11 petition with the same
Court.  Douglas Johnson, the owner of Channel 51, also filed for
Chapter 11 in the U.S. Bankruptcy Court for the Southern District
of Texas.

"The company is making money, but certain steps had to be taken to
stop things that could damage the assets of the company," Mr.
Johnson said.  "We're very optimistic going forward.  Sales are
happening, advertising is good.  We've got a good lineup of
programming this fall, and we'll continuing with what we're
doing."

KNWS (Channel 51) began broadcasting in 1993 as an all-news
station but later changed that format to include infomercials,
network reruns and syndicated programs.

Based in Houston, Texas, Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. own and operate television stations in
Texas.  Johnson Broadcasting Inc. and Johnson Broadcasting of
Dallas Inc. filed separate petitions for Chapter 11 relief on
Oct. 13, 2008 (Bankr. S.D. Texas Case No. 08-36583 and 08-36585,
respectively).  John James Sparacino, Esq., and Timothy Alvin
Davidson, II, Esq., at Andrews and Kurth, represents the Debtors
as counsel.  When Johnson Broadcasting Inc. filed for protection
from its creditors, it listed assets and debts of between
$10 million to $50 million each.


JONES APPAREL: Moody's Cuts CF and PD Ratings to 'Ba2' from 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service lowered Jones Apparel Group, Inc.'s
corporate family rating and probability of default ratings to Ba2
from Ba1.  At the same time the company's speculative grade
liquidity rating was affirmed at SGL-2.  The rating outlook is
stable.

The downgrade of Jones' ratings reflects the company's recent
downward revision to full year earnings guidance.  The company
stated its retail operations trended negatively during the third
quarter and that its comparable store sales fell significantly in
September and also anticipates a more promotional fourth quarter
given the current economic climate.  As a result of this update,
earnings for the second half of 2008 are now expected to be
significantly weaker than Moody's previous expectations for the
company's performance and as a result key credit metrics are
unlikely to recover to levels appropriate for the higher rating
category.

The stable rating outlook reflects the company's good liquidity
position and Moody's expectations that the company will be able to
maintain credit metrics appropriate for the rating category.  The
stable outlook also reflects the improved penetration of the
company in the mass market channel which will help provide a
greater degree of earnings stability.

These ratings were lowered:

  -- Corporate family rating and probability of default rating to
     Ba2 from Ba1;

  -- $250 million senior unsecured notes due 2009 -- to Ba2
     (LGD 4, 55%) from Ba1

  -- $250 million senior unsecured notes due 2014 -- to Ba2
     (LGD 4, 55% from Ba1

  -- $250 million senior unsecured notes due 2034 -- to Ba2
     (LGD 4, 55%) from Ba1

Moody's last rating action on Jones Apparel Group was on August 5,
2008 when the company's Ba1 corporate family rating and
probability of default ratings were confirmed with a negative
rating outlook.

Jones Apparel Group Inc., headquartered in Bristol, Pennsylvania,
is a leading designer, marketer and wholesaler of branded apparel,
footwear, and accessories.  The company also markets directly to
consumers through various mall based specialty retail stores and
outlet stores.  Jones owns a number of nationally recognized
brands including Jones New York, Anne Klein, Nine West, Gloria
Vanderbilt and l.e.i.


JUPITER FINANCE: S&P Cuts Ratings on Two Classes to 'D'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes from Jupiter Finance Ltd.'s series 2006-002 and REVE SPC's
series 2007-1 to 'D' and removed them from CreditWatch with
negative implications.

The downgrades reflect the default of the underlying collateral,
the debt obligations issued by Sigma Finance Corp.; the issuers
purchased the underlying collateral using note proceeds in both
transactions.  The rating actions do not reflect any changes in
the reference portfolios of the affected deals.
   
       Ratings Lowered and Removed from Creditwatch Negative
   
                        Jupiter Finance Ltd.
                          Series 2006-002

                    Rating
                    ------
Class         To                From
-----         --                ----
Cr link       D                 A/Watch Neg


REVE SPC
Series 2007-1
   
                    Rating
                    ------         
Class         To                From
-----         --                ----
A series 6    D                 AAA/Watch Neg


KEVIN LAM: Case Summary & Nine Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Kevin Cheng Lam
        Kunrath Van Lam
        2230 Periwinkle Ave.
        WEST LAKELAND, MN 55082

Bankruptcy Case No.: 08-35468

Chapter 11 Petition Date: October 21, 2008

Court: District of Minnesota (St Paul)

Judge: Robert J Kressel

Debtor's Counsel: Matthew L. Fling, Esq.
                  fling@pro-ns.net
                  4018 West 65th Street, Suite 100
                  Edina, MN 55435
                  Tel: (952) 926-5337

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

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

            http://bankrupt.com/misc/mnb08-35468.pdf


KIMBALL HILL: Court OKs Bid Procedures for Texas Property Sale
--------------------------------------------------------------
Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York,
notes that the United States Bankruptcy Court for the Northern
District of Illinois approved uniform bid procedures for the sale
of the undivided underground mineral interests related to
property of Debtor Kimball Hill Homes Texas, Inc., located in the
Southwind Subdivision in Arlington, Tarrant County, Texas.

The Bid Procedures provided that (i) all bids for the purchase of
the Mineral Estate must be submitted to the Debtors by Sept. 26,
2008, (ii) the Debtors would file a notice of winning bidder no
later than October 6, 2008, and seek approval of the sale to the
winning bidder at the omnibus hearing on October 14, 2008, and
(iii) the Bid Procedures were subject to change in the Debtors'
discretion.

Mr. Schrock notifies the Court that the Debtors received multiple
bids for the Mineral Estate by September 26, 2008.  The Debtors
also received indications of interest in submission of late bids.
Based upon those indications, the Debtors tell Judge Sonderby
that they believe that extending the Bid Deadline will maximize
the Bids received for the Mineral Estate.

Accordingly, the Debtors notify parties-in-interest that the Bid
Deadline is hereby extended to October 31, 2008, at 3:00 p.m.
Central Time.

The Debtors intend to file a notice of the winning bidder on or
before November 10, 2008, and seek approval of the Sale at the
November 18, 2008 omnibus hearing.  The deadline to object to the
Sale will be November 14, at 4:00 p.m. Central Time.

The Bid Procedures remain unchanged in all other respects.

Headquartered in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the
largest                
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Fort Worth, Houston, Las Vegas,
Sacramento and Tampa, in five regions: Florida, the Midwest,
Nevada, the Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007, reflected
total assets of $795,473,000 and total debts $631,867,000.

(Kimball Hill Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


KIMBALL HILL: Court Extends Removal Period to Plan Confirmation
---------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Illinois extended Kimball Hill Inc. and its debtor-affiliates'
time by which they may file notices of removal with respect to
civil actions through the effective date of a confirmed Chapter 11
plan in their bankruptcy cases.

The Debtors noted that with more than 70 actions pending in which
they are a party to, they need more time to conduct full analyses
on those actions.  The Actions include employment-related
litigation and administrative proceedings, contract disputes,
product liability, and personal injury cases.

Headquartered in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the
largest                
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Fort Worth, Houston, Las Vegas,
Sacramento and Tampa, in five regions: Florida, the Midwest,
Nevada, the Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007, reflected
total assets of $795,473,000 and total debts $631,867,000.

(Kimball Hill Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


KIMBALL HILL: Court Extends Plan Filing Period Until January 16
---------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Illinois extended Kimball Hill Inc. and its debtor-affiliates'
exclusive plan filing period through and including Jan. 16,
2009.  The Debtors' exclusive right to solicit and obtain
acceptance for that plan is also extended through and including
March 16, 2009.

The Debtors noted that they intend to use the Exclusivity Period
extension to continue negotiations with their Prepetition Lenders
and the Official Committee of Unsecured Creditors on the terms of
a consensual Chapter 11 plan.

Headquartered in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the
largest                
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Fort Worth, Houston, Las Vegas,
Sacramento and Tampa, in five regions: Florida, the Midwest,
Nevada, the Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007, reflected
total assets of $795,473,000 and total debts $631,867,000.

The Debtors have until Oct. 20, 2008, to exclusively file a
bankruptcy plan.  

(Kimball Hill Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


KLEROS PREFERRED: Moody's Cuts Ratings on Notes, Leaves on Review
-----------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade the ratings of the two classes of notes issued
by Kleros Preferred Funding II, Ltd.:

Class Description: $250,000 Class A-1V First Priority Senior
Secured Voting Floating Rate Notes Due December 2042

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Prior Rating Date: 5/18/2008
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $869,750,000 Class A-1NV First Priority Senior
Secured Non-Voting Floating Rate Notes Due December 2042

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Prior Rating Date: 5/18/2008
  -- Current Rating: Ba3, on review for possible downgrade

Additionally, Moody's has downgraded the ratings of these five
classes of notes:

Class Description: $60,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due December 2042

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Prior Rating Date: 5/18/2008
  -- Current Rating: Ca

Class Description: $34,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due December 2042

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Prior Rating Date: 5/18/2008
  -- Current Rating: Ca

Class Description: $8,000,000 Class C Fourth Priority Senior
Secured Floating Rate Notes Due December 2042

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Date: 5/18/2008
  -- Current Rating: Ca

Class Description: $9,650,000 Class D Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due December 2042

  -- Prior Rating: Ca
  -- Prior Rating Date: 5/18/2008
  -- Current Rating: C

Class Description: $11,000,000 Class E Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due December 2042

  -- Prior Rating: Ca
  -- Prior Rating Date: 5/18/2008
  -- Current Rating: C

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


LITTLE PROFESSIONALS: Court Orders Closure of Day Care Center
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
ordered the closure of Little Professionals Inc.'s day care center
in North Andover, Mass., Bill Kirk of the Eagle Tribune reported
Friday.  

"We were trying to work out a plan with the court," owner Jim
Richards said.  "But not everyone was going along with it.  I
truly expected that not to happen on Wednesday.  We were told if
it (the court-ordered closure) did happen, we'd be given days or a
week to tell the staff and parents.  They said yesterday morning
that I had yesterday to do it."

Jim Richards and his wife Connie opened their first center in
Chelmsford in 1994, followed by the Woburn facility.  Both
locations are leased and have been closed, Mr. Richards said.

According to the report, the couple financed the North Andover
facility with $2.5 million from Salem Five and New England
Certified Development Corp., which provides Small Business
Administration loans.  Mr. Richards said the company also owed
back taxes to the IRS.

Based in North Andover, Mass., Little Professionals Inc. operates
a child care center.  The company filed for Chapter 11 relief on
March 6, 2007 (Bankr. D. Mass. Case No. 07-40769).  Michael B.
Feinman, Esq., at Feinman Law Offices, represented the Debtor as
counsel.  When the Debtor filed for protection from its creditors,
it listed total assets of $183,025, and total debts of $3,324,716.


LOS ROBLES CDO: Moody's Lowers Ratings on Seven Classes of Notes
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on seven
classes of notes issued by Los Robles CDO, Ltd and left two of
these ratings on review for possible downgrade.  The notes
affected by the rating action are:

Class Description: $187,500,000 Class A-1a Floating Rate Notes Due
August 12, 2047

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade
  -- Prior Rating Action Date: March 27, 2008

Class Description: $112,500,000 Class A-1b Floating Rate Notes Due
August 12, 2047

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade
  -- Prior Rating Action Date: July 30, 2008

Class Description: $225,000,000 Class A-2 Floating Rate Notes Due
August 12, 2047

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: July 30, 2008

Class Description: $67,500,000 Class A-3 Floating Rate Notes Due
August 12, 2047

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: July 30, 2008

Class Description: $33,000,000 Class B Floating Rate Notes Due
August 12, 2047

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: July 30, 2008

Class Description: $37,500,000 Class C Deferrable Interest
Floating Rate Notes Due August 12, 2047

  -- Prior Rating: Ca
  -- Current Rating: C
  -- Prior Rating Action Date: May 1, 2008

Class Description: $30,750,000 Class D Deferrable Interest
Floating Rate Notes Due August 12, 2047

  -- Prior Rating: Ca
  -- Current Rating: C
  -- Prior Rating Action Date: May 1, 2008

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


MDWERKS INC: Names CEO Howards Katz as President
------------------------------------------------
MDwerks, Inc., disclosed in a Securities and Exchange Commission
filing that on Oct. 10, 2008, Howard B. Katz, its Chief Executive
Officer, was appointed by the Board of Directors of the Company to
also serve as President, a position that has been vacant since
June 20, 2008.

There was no change made to the terms of Mr. Katz's Employment
Agreement as a result of this appointment.  Mr. Katz has been
Chief Executive Officer since Nov. 16, 2005.

                       Going Concern Doubt

Sherb & Co., LLP, in Boca Raton, Florida, expressed substantial
doubt about MDwerks Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations.

Revenues have not been significant enough to support the company's
daily operations.  Management may need to raise additional funds
by way of a public or private offering and make strategic
acquisitions.

MDWerks Inc. reported a net loss of $4,124,154 on total revenue of
$262,249 for the second quarter ended June 30, 2008, compared with
a net loss of $2,605,134 on total revenue of $132,775 in the same
period of 2007.

The company recorded compensation expense of $2,408,892 during the
three months ended June 30, 2008, as compared to $1,426,431 for
the three months ended June 30, 2007.  

For the three months ended June 30, 2008, interest expense was
$1,898,320 as compared to $508,638 for the three months ended
June 30, 2007, an increase of $1,389,682.  This increase was due
to an increase in borrowings and amortization of debt discount and
deferred fees in connection with the company's notes payable.

At June 30, 2008, the company's consolidated balance sheet showed
$7,535,252 in total assets, $4,081,502 in total liabilities, and
$3,453,750 in total stockholders' equity.

                        About Mdwerks Inc.

Based in Deerfield Beach, Florida, MDwerks Inc. (OTC BB: MDWK)
-- http://www.mdwerks.com/-- provides healthcare professionals    
with automated electronic insurance claims management solutions
and advance funding of medical claims.


MELROSE INVESTORS: Moody's Cuts Class A Notes Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service has downgraded the Class A notes issued
by Melrose Investors LLC.  The notes are backed by film
receivables and have a legal final maturity of July 29, 2009.  The
downgrade is based on a weaker than expected performance of the
film slate backing the transaction.  Given the collateral
performance to date, it is possible that the notes will not be
paid in full by their legal final maturity.  The rating, which was
originally placed on review for possible downgrade on August 7,
2008, remains under review due to uncertainty as to the extent and
timing of future payments to the noteholders.

The complete rating actions are:

Issuer: Melrose Investors LLC

  -- Securities: Class A Notes downgraded to B3, previous rating
     of Baa2; the notes remain on review for possible downgrade.


MERVYN'S LLC: Ceases Operations; Hearing Today on Bidding Protocol
------------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware will convene:

   (a) a hearing today Oct. 23, 2008, at 1:30 p.m., to consider
       approval of bidding and auction procedures related to
       Mervyn's LLC and its debtor-affiliates' plan to hold going
       out of business sales at all of their remaining 149
       locations and to wind down their business, pursuant to
       Section 363 of the U.S. Bankruptcy Code; and

   (b) a hearing to consider approval of the sale on Oct. 30,
       2008, at 12:00 p.m., with October 27 as the Objection
       deadline.

The GOB Sales is intended to maximize recoveries for creditor
constituents.  A list of the 149 locations is available for free
at http://ResearchArchives.com/t/s?341e

Christopher M. Samis, Esq., at Richards, Layton & Finger, PA, in
Wilmington, Delaware, relates that since the Petition Date, the
Debtors have taken steps to streamline their operations and have
undertaken several initiatives to improve profitability.  
Specifically, Mr. Samis notes, shortly after the Petition Date,
consistent with the Debtor-in-possession Loan Agreement, the
Debtors, with their advisors, identified 26 under-performing
stores and have sought and obtained approval to conduct store
closing sales at 26 store locations.  

Mr. Samis says the Debtors and their advisors, in consultation
with the Committee and other parties-in-interest, have also
explored various strategic alternatives in connection with their
efforts to emerge from Chapter 11 as a going concern.  The
Debtors conducted an extensive search for an investor capable of
meeting their need for an equity infusion and conducted
negotiations with one interested party, which, unfortunately, did
not result in a commitment, Mr. Samis relates.

"In that regard, the Debtors and their advisors entered into a
non-disclosure agreements and had preliminary conversations with
several interested parties which conducted due diligence," Mr.
Samis says.  "Unfortunately, the Debtors ultimately could not
reach agreement with any buyers for the Debtors' business as a
going concern."

Together with their financial and legal advisers, the Debtors
completed a thorough analysis of all available options, including
a sale of the Company, prior to undertaking this course of
action, the Company's official statement disclosed.  

The company and its board of directors determined that holding
going out of business sales during the holiday season is the best
way to maximize value for creditors.

"We are disappointed with this outcome but the Company's
declining liquidity position and the extremely challenging retail
environment, together with the fact that we have exhausted all
other possibilities, requires that we take this action," said
John Goodman, Chief Executive Officer of Mervyns.  "Consumers
know Mervyns for our style, quality, and great value and we are
confident that the deep discounts available through going out of
business sales will drive significant traffic in our stores."

"I want to thank the many talented Mervyns associates for their
outstanding efforts.  Although we took a number of steps to
improve our financial performance, we were unable to return the
company to profitability.  We appreciate the hard work and
loyalty of our store associates, whose continued assistance we
will rely upon during our going out of business sales," Mr.
Goodman added.

                  Auction and Bid Procedures

To maximize recovery on the assets to be included in the Store
Closing Sales at the Closing Stores, the Debtors intend to obtain
the assistance of one of the national liquidation firms that
specializes in, among other things, the large scale liquidation
of assets.  

In this vein, the Debtors ask the Court to issue:

   -- on an expedited basis, an order (A)(i) approving proposed
      auction procedures, (ii) setting the date, time and place
      of the Auction, and (iii) approving the form of notice of
      the Auction and Store Closing Sales; (B) setting a hearing
      on October 30, 2008, at 12:00 p.m. and (C) approving the
      break-up fee and expense reimbursement sought by the
      Stalking Horse, if applicable.  

   -- an order approving an agency agreement with the party
      submitting the highest or otherwise Qualified Bid at the
      Auction, and the Store Closing Sales, and waiving the
      Debtors' compliance with state and local laws, statutes,
      rules, ordinances and lease provisions restricting the
      Store Closing Sales.

According to the Debtors, it is critical to commence the Store
Closing Sales as soon as possible for these reasons:

   -- to maximize value from the sale of Liquidation Assets at
      the Store Closing Sales by commencing the Store Closing
      Sales by or before the Thanksgiving and Christmas holiday
      seasons;

   -- delays in the liquidation process could cause the
      Merchandise to become out of season, thus, diminishing in
      value;

   -- commencing the Store Closing Sale expeditiously avoids the
      risk of inventory "shrinkage"; and

   -- an immediate start to the Store Closing Sales will relieve
      the Debtors of the substantial administrative expenses for
      the Closing Stores.

Mr. Samis avers that the solicitation of bids from Liquidation
Firms to act as the Debtors' agent in connection with the conduct
of the Store Closing Sales is the best way to maximize the value
of the Liquidation Assets and an auction will result in the most
beneficial arrangement for the Debtors and their creditors.

The terms of the Agency Agreement provides that:

   (i) The agent will guarantee that the Debtors will recover a
       fixed percentage of the aggregate cost value of the
       Merchandise included in the Sale;

  (ii) From the first day after the entry of the order approving
       the sale -- the Sale Commencement Date -- through Dec. 31,
       2008, the Agent will be unconditionally responsible for
       all expenses enumerated in the Agency Agreement, incurred
       in conducting the Sale during the Sale Term, which
       expenses may be funded and paid from proceeds of the Sale
       to the extent available and in accordance with other
       applicable provisions of the Agency Agreement;

(iii) The Agent would receive a fee, calculated as a percentage
       of the aggregate cost of value of the Merchandise included
       in the Sale;

  (iv) To the extent that proceeds exceed the sum of the
       Guaranteed Amount, expenses of the sale, and the Agent's
       Base Fee, the Agent will share the excess proceeds with
       the Debtors, in the ratio of 70% to the Debtors and 30% to
       the Agent.  All amounts to be received by the Debtors in
       excess of the Sharing Threshold is the "Recovery Amount";

   (v) On the first business day following the issuance of the
       Approval Order, the Agent will wire to the Debtors a
       percentage of the Estimated Guaranteed Amount and secure
       the remaining portion of the Estimated Guaranteed Amount
       with a letter of credit.  The balance of the Guaranteed
       Amount will be paid on the earlier of:

       -- the second business day following the issuance of the
          Final Inventory Report, and

       -- 30 days following the Sale Commencement Date.

  (vi) The Guaranteed Amount is conditioned upon there being
       agreed upon minimum amount of Merchandise at Cost Value
       included in the Sale.

(vii) The Debtors and the agent will jointly conduct a physical
       inventory taking in all of the Closing Stores purposes of
       calculating the aggregate Cost Value of the Merchandise in
       the Closing Stores.  

(viii) Agent will have the right to conduct the Store Closing
       Sales commencing the day after entry of the Approval Order
       through and including certain date to be agreed upon
       between the Debtors and the Agent;

  (ix) The Store Closing Sales will be conducted in accordance
       with the Sale Guideline set forth in the Agency Agreement.
       The Agent will be authorized to advertise and promote the
       sales as a store closing or similar themed sale;

   (x) The Agent will have the right to use the Debtors' store-
       level employees during the Sale Term and will reimburse
       the Debtors for actual payroll and Employee Benefits up to
       an agreed upon cap based upon a percentage of the
       aggregate base payroll.  The employees will remain the
       Debtors' employees at all times;

  (xi) Although sales of all items of Merchandise sold during the
       Sale Term will be a final sale, the Agent will accept
       returns of Merchandise sold prior to the Sale Commencement
       Date at the Closing Stores during the first 14 days of the
       Sale Term.  In addition, the Agent will accept Gift Cards
       during the entire Sale Term.  The Debtors will reimburse
       the Agent for Refunds issued or Gift Cards that were
       honored at the Closing Stores in accordance with the terms
       of the Agency Agreement; and

(xii) Subject to (a) the Agent's obligation to pay the
       Guaranteed Amount, reimburse Expenses of the Sale, and pay
       the Recovery Amount, if any, to the Debtors, and (b) the
       DIP Lender's written consent, the Agent will be granted a
       first priority lien on the Merchandise and the Proceeds
       from the Store Closing Sale.

A full-text copy of the Agency Agreement is available for free at
http://ResearchArchives.com/t/s?341f

Furthermore, the Debtors propose these Auction Procedures:

   (a) The Debtors will provide the Liquidation Firms and any
       other potential bidder access to various financial dates
       and other relevant information in connection with the
       Closing Stores, as well as the opportunity to visit
       certain of the Closing Stores;

   (b) Within two business days following the entry of the
       Procedures Order, the Debtors will serve the Auction and
       Store Closing Sales Notice on the U.S. Trustee, counsel to
       the DIP Agent, counsel to the Committee, counsel to the
       Prepetition Second Lien Lenders, counsel to Lubert-Adler
       and Klaff, counsel to Cerberus Capital Management, LP,
       counsel to the MDS entities, all parties asserting a lien
       in the Debtors' Liquidation Assets in the Closing Stores,
       each of the Debtors' landlords for the Closing Stores, all
       state attorneys general in states in which the Closing
       Stores are located;

   (c) Prior to forming a joint venture between two or more
       Potential Bidders, the Potential Bidders must obtain prior
       written approval from the Debtors;

   (d) On or before October 27, 2008, at 12:00 p.m., each
       Potential Bidder must submit a Qualified Bid to the
       Debtors, Richards, Layton & Finger, PA, FTI Consulting,
       Morgan, Lewis & Bockius LLP, counsel to the DIP Agent,
       Kirkland & Ellis LLP;

   (e) Bids must be unconditional and not contingent upon any
       event, including, without limitation, any additional due
       diligence investigation, inventory evaluation, or
       financing.  Neither the Debtors, nor any of the other Bid
       recipients will be permitted to share the bids received
       among the bidders;

   (f) A Qualified Bid must be based on the terms and conditions
       of the Agency Agreement, and will be, at a minimum, for an
       amount higher than or equal to the sum of the Guaranteed
       Amount.  To the extent that the Debtors have selected a
       Stalking Horse Bidder, a Qualified Bid must be based on
       the terms and conditions of the Stalking Horse Agreement,
       and will be, at a minimum initial overbid, provided for
       under the Stalking Horse Agreement;

   (g) Qualified Bids must meet these conditions:

        -- Potential Bidders will be required to complete and
           execute a confidentiality agreement, in form and
           substance acceptable to the Debtors;

        -- Potential Bidders will send the bid to Bid Recipients;

        -- The Bid must: (i) provide for consideration payable
           only in cash; (ii) give sufficient indicia that the
           Bidder or its representative is legally empowered, by
           power of attorney or otherwise; (iii) provide written
           evidence of the bidder's ability to consummate the
           transaction; and (iv) do not contain any contingencies
           materially greater than what is in the Agency
           Agreement;

        -- The Debtors will determine whether an offer is a
           Qualified Bid and whether a Qualified Bid constitutes
           the most favorable transaction for the Debtors'
           estates;

        -- The Bid Recipients and each bidder and all other
           entities will keep bids confidential, provided that
           the Debtors reserve their right to reveal the bids to
           any other entity;

        -- Each bidder will be deemed to acknowledge that is
           bound by the bidding procedures and that it had an
           opportunity to inspect and examine the Liquidation
           Assets and to review pertinent documents and
           information with respect to the Liquidation Assets
           before making its offer;

        -- At the commencement of the Auction, the Debtors will
           announce the best Qualified Bid received and will open
           the Auction for other Qualified Bidders to improve
           upon their bid.

   (h) The Auction will be conducted on October 28, 2008, at
       12:00 p.m., at the offices of Morgan, Lewis & Bockius LLP,
       or other location as may be selected by the Debtors.  Only
       Qualified Bidders who have complied with the Auction may
       bid at the Auction.  Bidding at the Auction will continue
       until the time as the highest or otherwise best Qualified
       Bid is determined;

   (i) The Debtors request that the Sale Hearing be held on
       October 30, 2008, at 12:00 p.m.;

   (j) The Debtors also request that the Court establish
       October 27, 2008, at 4:00 p.m., as the deadline for
       objections to the Motion and the entry of the Approval
       Order.

   (k) The Debtors reserve their right to (a) adjourn the Auction
       with respect to some or all of the Liquidation Assets at
       or prior to the Auction, (b) modify the Bidding Procedures
       Hearing or the Auction or (c) remove any Liquidation
       Assets from the Store Closing Sales if the Debtors
       determine that the action will maximize the value of the
       estate; and

   (l) Any Bidder failing to comply with the requirements may not
       be considered a Qualified Bidder.

The Debtors seek the Court's authority to, at any time prior to
the Auction, in their sole discretion, accept a "Stalking Horse"
bid from the bids received and enter into an agreement with the
Stalking Horse Bidder.

"Time is of the essence to preserve and maximize the value of the
Debtors' liquidation Assets.  Each of the Closing Stores contains
significant levels of Merchandise that will be included in the
Store Closing Sales," says Mr. Samis.  "The realization of fair
value for these Liquidation Assets as promptly as possible will
inure to the benefit of all stakeholders, especially if the
process can begin in time to capture the crucial holiday season
consumers."

The Debtors further seek a waiver of the 10-day stay required
under Rule 6004(h) of the Federal Rules of Bankruptcy Procedure.  
Mr. Samis avers that the Debtors risk a potential decline in
value of the Merchandise.

                          About Mervyn's LLC

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

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

(Mervyn's Bankruptcy News, Issue 9; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)    


METROMEDIA STEAKHOUSE: Files for Chapter 11 Bankruptcy in Delaware
------------------------------------------------------------------
Metromedia Steakhouses Company, L.P. together with certain of its
affiliates filed voluntary petitions under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.

The company will reorganize around its franchise operations and a
profitable core of company-operated restaurants.

In connection with the filing, the company said that it has
received a commitment of secured debtor-in-possession financing
from an affiliate, Metromedia Company, the company's existing
secured creditor.  Upon receipt of bankruptcy-court approval, the
company will use the DIP financing and cash from operations to
fund operating expenses.

According to court documents, the company listed assets between
$1 million and $10 million, and debts between $100 million and
$500 million.  The company owes $,744,528 to its unsecured
creditors including Gordon Food Services Inc. owing $1,341,888;
GE Capital Franchise Finance owing $668,880; and Tracy Locke
Partnership LP owing $446,624.

The company stressed that it will continue operating and that it
will be business as usual.  Bob Hoffman, president of the company,
emphasized that the filing will have a positive long-term impact
on the company's domestic and international operations.

As part of the filing, the company is seeking relief from the
bankruptcy court to protect its major constituencies.  The company
intends to fully and seamlessly serve its customers and satisfy
its employee wage and benefit obligations as it did before the
Chapter 11 filing.

The company selected Irell & Manella LLP and Pachulski, Stang,
Ziehl Young & Jones LLP as its bankruptcy counsels, and
AlixPartners LLP as its claims agent.

Ponderosa Franchising Company, Ponderosa International
Development, Inc. and Bonanza Restaurant Company, which are
subsidiaries of the Company and are the franchisors of the
Ponderosa Steakhouse and Bonanza Steakhouse brands, were not
included in the Chapter 11 filing.

                   About Metromedia Steakhouses

Headquartered in Plano, Texas, Metromedia Steakhouses Company,
L.P. owns, operates and franchises family-focused restaurants
operating under the Ponderosa Steakhouse and Bonanza Steakhouse
brands directly and through its affiliates.


METROMEDIA STEAKHOUSES: Case Summary & 40 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Metromedia Steakhouses Company, L.P.
        6500 International Parkway, Suite 1000
        Plano, TX 75093

Bankruptcy Case No.: 08-12490

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
JOST Restaurant Financing, Inc.                    08-12492
Puerto Rico Ponderosa, Inc.                        08-12493
Pon Realty I, Inc.                                 08-12495

Type of Business: The Debtors own, operate and franchise
                  family-focused restaurants operating under the
                  Ponderosa Steakhouse and Bonanza Steakhouse
                  brands directly and through its affiliates.

Chapter 11 Petition Date: October 22, 2008

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Bruce Grohsgal, Esq.
                  bgrohsgal@pszyj.com
                  Laura Davis Jones, Esq.
                  ljones@pszjlaw.com
                  Pachulski, Stang, Ziehl Young & Jones LLP
                  919 N. Market Street, 16th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 778-6403
                  Fax: (302) 652-4400

Claims Agent: AlixPartners LLP

Estimated Assets: $1 million to $10 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Gordon Food Service Inc.       trade debt        $1,341,888
Dept. CH10490
Palatine, IL 60055-0490
Tel: (616) 530-7000
Fax: (616) 717-7600

GE Capital Franchise Finance   trade debt        $668,880
Attn: Sheila Samples
8377 East Hartford
Drive, Suite 200
Tel: (425) 450-2196
Fax: (425) 709-9534

Tracy Locke Partnership LP     trade debt        $446,624
Attn: Tracy Locke
P.O. Box 910023
Dallas, TX 75391
Tel: (214) 259-3500
Fax: (214) 259-3550

Propaganda, Inc.               trade debt        $305,655

Telestar Direct LLC            trade debt        $194,005

Appert's Foodservice           trade debt        $194,000

Renzi Bros Inc.                trade debt        $178,234

Professional Retail Outlet     trade debt        $142,858
Services LLC

Paragon-Montaverdes            trade debt        $95,190

McDonald Media                 trade debt        $88,966

Lawson Software Americas       trade debt        $60,730

Edward Don & Company           trade debt        $56,429

Horven Industries Inc.         trade debt        $56,005

The Deerfield Co.              trade debt        $49,250

Ron Foth Advertising           trade debt        $47,956

Gountanis Enterprises          trade debt        $47,000

Rheem MFG, Co.                 trade debt        $38,072

Pancerella Business Solutions  trade debt        $37,725

WPXI                           trade debt        $36,699

William J. Doughty             trade debt        $36,496

William V. Depado              trade debt        $33,232

RoofConnect                    trade debt        $32,804

WPGH                           trade debt        $32,385

Krasta Properties              trade debt        $31,412

Central Investment Co.         trade debt        $30,000

Catherine E. Asher             trade debt        $28,267

WTAE                           trade debt        $27,689

National Wholesale Supply      trade debt        $27,601
Inc.

Helping Plumbing Inc.          trade debt        $25,565

Moore Food Distribution Inc.   trade debt        $23,968

Nexstar Broadcasting Group     trade debt        $22,490
Inc.

Joseph T. Berrena Mechanicals  trade debt        $22,490
Inc.

DHL Express (USA) Inc.         trade debt        $22,035

Harohl Construction Inc.       trade debt        $21,358

Kendall Center Management      trade debt        $20,397

Tom's General Repair Service   trade debt        $20,343

KDKA-TC                        trade debt        $19,608

Beanor H. Davies               trade debt        $19,200

RJR Investment LLC             trade debt        $18,454


MILLSTONE II: Moody's Reviews Notes Ratings for Possible Cut
------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade the ratings on the following two classes of
notes issued by Millstone II CDO Ltd.:

Class Description: $1,125,000,000 Class A-1M Floating Rate Notes
Due 2051

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Prior Rating Date: 5/30/2008
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $209,500,000 Class A-1Q Floating Rate Notes Due
2051

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Prior Rating Date: 5/30/2008
  -- Current Rating: Caa3, on review for possible downgrade

Additionally, Moody's has downgraded the ratings on the following
two classes of notes:

Class Description: $84,000,000 Class A-2 Floating Rate Notes Due
2051

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Date: 5/30/2008
  -- Current Rating: Ca

Class Description: $46,000,000 Class B Deferrable Floating Rate
Notes Due 2051

  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: 5/30/2008
  -- Current Rating: Ca

Moody's has also withdrawn the rating on the class of notes since
it has been paid in full:

Class Description: $10,500,000 Class X Floating Rate Notes Due
2051

  -- Prior Rating: Aaa
  -- Prior Rating Date: 6/8/2006
  -- Current Rating: WR

Millstone II CDO Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.  On
July 24, 2008, the transaction experienced an event of default
caused by a failure of the Class A Principal Coverage Ratio to be
greater than or equal to the required amount set forth in Section
5.1(h) of the Indenture dated May 25, 2006. That event of default
is continuing.  Also, Moody's has received notice from the Trustee
that it has been directed by a majority of the controlling class
to declare the principal of and accrued and unpaid interest on the
Notes to be immediately due and payable.

The rating actions taken today reflect continuing deterioration in
the credit quality of the underlying portfolio and the increased
expected loss associated with the transaction.  Losses are
attributed to diminished credit quality on the underlying
portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral.  The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class.  Because of this uncertainty, the rating of Class A-1M
Notes and Class A1-Q Notes issued by Millstone II CDO Ltd. is on
review for possible further action.


MOUNT AIRY: Moody's Cuts Ratings on Weak Operating Results
----------------------------------------------------------
Moody's Investors Service downgraded Mount Airy #1, L.L.C's
Probability of Default rating to Caa3 from Caa2, and downgraded
the Corporate Family Rating to Caa3 from Caa1.  Moody's also
downgraded the company's senior secured bank facilities to Caa3
from Caa1.  The rating outlook is negative. The downgrade reflects
weaker than anticipated operating results caused by declining
gaming demand and competition from Mohegan Sun's Pocono Downs
facility that opened in July.  Moody's expects the company to be
in technical default of its minimum EBITDA covenant for the
quarter ended September 30, 2008, and so Mount Airy will lose
access to its $15 million revolving credit facility.  Given the
negative demand environment, recovery prospects in a default
scenario have dimmed, and so, the family recovery rate has been
changed to 50% from 65%.

The negative outlook reflects the high probability that Mount Airy
will be unable to generate sufficient cash flow to cover all
interest and mandatory debt amortization in 2009 given Moody's
expectation that earnings are not likely to increase materially in
light of weak economic conditions.

Ratings downgraded are:

  -- Corporate family rating to Caa3 from Caa1
  -- Probability of Default from Caa2 to Caa3
  -- $15 million senior secured first lien revolving credit
     facility to Caa3 (LGD 4, 51%) from Caa1 (LGD 3, 35%)

  -- $275 million senior secured first lien term loan to Caa3
     (LGD 4, 51%) from Caa1 (LGD 3, 35%)

Mount Airy #1, LLC was formed in 2004 to construct and operate the
Mount Airy Casino Resort.  Mount Airy was awarded one of five
Category 2 slot machine licenses in Pennsylvania which allows for
a maximum of 5, 000 slot machines.


MOTOR COACH: 1st Day Motions Ok'd; May Continue Customer Programs
-----------------------------------------------------------------
Motor Coach Industries announced the final approval of all of
its "first day motions" by the United States Bankruptcy Court for
the District of Delaware.

MCI was granted final approval of all remaining "first day
motions" by the Bankruptcy Court on Friday, October 17, 2008. The
Company was granted final approval to continue all customer
programs and services without interruption. MCI will also continue
to honor all standard limited warranties on its coaches. The
Bankruptcy Court had previously granted final approval of other
"first day motions," including authority to pay pre-petition
claims of critical vendors.

Additionally, MCI received final approval of its $311 million
debtor-in-possession financing facilities. GE Capital is the
arranger and largest lender of the senior DIP facility that will
refinance MCI's existing first lien debt and provide additional
liquidity necessary for day-to-day operations. Goldman Sachs
Credit Partners, L.P. is the arranger of and a lender in, and
Monarch Alternative Capital LP (through certain of its affiliates
and funds under its management) is participating in, the junior
DIP facility. MCI also received approval to perform under the
"lock up" agreement with Franklin Mutual Advisers, LLC and certain
of its affiliates, a key element of the Company's pre-negotiated
restructuring plan.

"We are very pleased with the Bankruptcy Court's decision to grant
final approval on these motions, which are critical to MCI
implementing our voluntary financial restructuring," said Tom
Sorrells, President and CEO. "Approval to continue customer
programs and honor standard limited warranties is excellent news
for our customers, who have been extremely supportive of MCI
through the initial weeks of this process. Full access to our
financing facility will provide MCI the added liquidity to
reimburse vendors and continue customer support programs and
assembly operations without interruption. We remain focused on
executing our plan to emerge from Chapter 11 by February 2009."

MCI and its U.S. subsidiaries filed voluntary petitions for
Chapter 11 on September 15, 2008, to implement a pre-negotiated
restructuring plan to be funded in part by Franklin Mutual
Advisers, LLC and/or certain of its affiliates. The Company's
Canadian operations are not included in the filing. MCI's filing
has been assigned case number 08-12136 (BLS), and the Bankruptcy
Court has ordered that all of the Company's Chapter 11 cases be
administered under that case number.

MCI is advised by Rothschild Inc., AlixPartners LLP and Simpson
Thacher & Bartlett LLP.

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.


NATIONAL BEEF: S&P's 'B+' Rating Unaffected by Oct. 20 Lawsuit
--------------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings and
outlook on National Beef Packing Co. LLC. (B+/Negative/--)
currently would not be affected following the announcement that
the U.S. Justice Department filed a lawsuit on Oct. 20, 2008, to
prevent Brazilian-based JBS S.A. (B+/Negative/--) from acquiring
National Beef's membership interests for about $560 million.  The
Justice Department alleges in its suit that the acquisition will
likely cause more than 80% of the nation's beef packing capacity
to be dominated by three companies\u2014-JBS, Tyson Foods Inc.
(BB/Negative/--), and Cargill Inc. (A/Stable/A-1) -- and would
lead to higher prices for consumers and food service companies, as
well as lower prices for cattle producers, ranchers, and feedlots.

In March 2008, S&P affirmed the ratings on National Beef following
the announced acquisition by JBS and expected that at closing of
the deal, JBS would assume or repay all of National Beef's debt
outstanding, including the $160 million 10.5% senior unsecured
notes due 2011.  S&P will monitor the situation and review the
ratings and outlook as needed, depending on developments in the
lawsuit.


NEBRASKA BOOK: Moody's Cuts Corporate Family Rating to B3 from B2
-----------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family Rating and
Probability of Default ratings for Nebraska Book Company 's parent
NBC Acquisition Corp to B3 from B2.  Rating actions on various
rated debt instruments are detailed below.  All ratings remain
under review for a possible further downgrade.

The rating action reflects Moody's concerns on heightened
refinancing risk resulting from the company's need to refinance
its $85 million revolving credit facility which expires on
March 4, 2009.  Access to the revolving credit facility is vital
in order for the company to finance its seasonal working capital
needs, primarily related to purchasing used textbooks at the end
of the Fall and Spring college semesters.

In addition, the rating action reflects Moody's belief that there
is limited headroom under the company's financial covenants in the
near future.  This is due to the step down in the company's
maximum permitted leverage covenant as of March 31, 2009.  
Covenant pressure may also arise under the company's interest
coverage and fixed charge coverage tests.  This could occur due to
rising cash interest expense as debt at NBC Acquisition Corp is
now payable in cash as well as the possibility of higher interest
expense under a refinanced and amended secured credit facility as
general market pricing has increased.

Ratings remain under review for a possible further downgrade.  
Moody's continuing review will focus on Nebraska Book's ability to
extend the expiration of its revolving credit facility, the level
of financial covenant headroom in the financing arrangements, and
the terms, conditions, and costs of any extensions or amendments.  
Moody's review will also focus on the company's operating
performance in view of current pressures on discretionary
spending, although Moody's acknowledge that the company operates
in a segment with relatively stable demand.  If Nebraska Book is
unable to make substantive progress toward concluding an extension
of its revolving credit facility and/or obtain covenant relief by
early in the first quarter of 2009, ratings could be lowered
further.

If the company is able extend the expiration of its revolving
credit facility in a timely manner, Moody's review will focus on
the terms associated with the extended facility, the level of
cushion under financial covenants, and costs of any amendment in
terms of fees and on the rates paid by the company under its
various financing agreements.  If the incremental costs associated
with a refinancing and/or amendments are manageable and liquidity
is adequate, ratings could be confirmed at their current levels.

These ratings were lowered, and remain under review for a possible
downgrade. LGD Assessments are subject to change:

NBC Acquisition Corporation

  -- Corporation Family Rating to B3 from B2
  -- Probability of Default Rating to B3 from B2
  -- $77 million Sr Discount Debentures due 2013 to Caa2 from Caa1

Nebraska Book Company

  -- $85 million Sr Secured Revolving Credit Facility due 2009 to
     Ba3 from Ba2

  -- $195 million Sr Secured Term Loan due 2011 to Ba3 from Ba2
  -- $175 m Sr Subordinated Notes due 2012 to Caa1 from B3

Moody's last rating action on Nebraska Book and NBC Acquisition
Corporation was on April 10, 2006 when the corporate family rating
was confirmed at B2 following its announced acquisition of College
Bookstores of America.

NBC Acquisition Corp., headquartered in Lincoln, Nebraska, is a
holding company whose sole asset is Nebraska Book Company, Inc.
Nebraska Book Company, Inc. is a leading wholesaler of used
textbooks and operates approximately 260 college bookstores across
the United States.  The company also offers other affiliated
services. Revenues for the LTM period ended June 30, 2008 were
approximately $585 million.


NRG ENERGY: S&P Puts 'B+' Corp. Credit Rating Under Pos. Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exelon Corp., subsidiaries Exelon Generation Co. LLC,
and PECO Energy Co. to 'BBB' from 'BBB+'.  S&P also placed the
ratings of Exelon, and all its subsidiaries, including
Commonwealth Edison Co., on CreditWatch with negative
implications.  At the same time, S&P placed the 'B+' corporate
credit rating of NRG Energy Inc. on CreditWatch with positive
implications.  S&P affirmed the short-term ratings of all entities
and have not placed them on CreditWatch..

The rating change and CreditWatch listings follow the announcement
that Exelon's board has approved an all-stock offer to purchase
all of the outstanding shares of NRG at an exchange ratio of 0.485
shares of Exelon for each share of NRG, or a premium of 37% on
NRG's closing price on Oct. 18, 2008.  The offer is unsolicited
and is subject to approval by NRG's board and shareholders.  It is
unclear how long it would take before a formal transaction is
agreed upon, if at all.  S&P expects the transaction to also
require regulatory approvals from California, Texas, New York,
Pennsylvania, the Department of Justice, the Nuclear Regulatory
Commission and the Federal Energy Regulatory Commission.

There are many factors that can derail the merger.  Yet, Exelon's
willingness to pursue an aggressive growth at the detriment of
creditworthiness results in the lower rating.

"In our view, by proposing a transaction with a merchant power
generation company that has a significantly weaker business
profile, Exelon has demonstrated a willingness to increase its own
business risk profile.  Management has also relaxed its policy of
limiting debt to levels commensurate with the 'BBB+' level by
contemplating a transaction with a highly leveraged company," said
S&P's credit analyst Aneesh Prabhu.

If the merger proceeds to completion, Exelon's acquisition of a
much more leveraged NRG would likely result in the combined
company having lower ratings.  However, S&P also believes Exelon's
management considers investment-grade ratings as important.  S&P
notes that formal discussions between the two companies are just
beginning and some terms of a successful close could support
bondholders, such as use of proceeds from asset sales, the
generation hedging policy going forward, and the use of free
cash flow generation.

NRG's lenders benefit from merging with a company that has a much
stronger balance sheet, free cash flow, and one that has a much
smaller carbon footprint.  NRG's lenders also have the opportunity
to put back notes that are out of the money under current market
conditions. The risk to the completion from the NRG side is the
shareholder vote because the offer price is still substantially
lower than where NRG traded a few months ago.

There are both negatives and positives from a credit perspective
that will influence a final outcome:

Under the terms of NRG's debt, a change of control is an event of
default and an acceleration event.  An acquisition would require
refinancing or repricing of this debt, which was committed before
the credit crisis in a supportive debt market.  While Exelon may
be able to arrange for the refinancing of NRG's debt and also
appropriately address the lien facility with trading
counterparties, an increased cost of borrowing is a credit
negative.  The all-stock transaction structure currently proposed
is the least detrimental to Exelon's credit quality, but the final
transaction structure is uncertain.  An important determinant of
the rating outcome at closure is the deal's financing structure.

As noted above, the deal needs NRG shareholder approval.  It is
unclear if Exelon would be willing to increase its offer if NRG
shareholders require a higher valuation.  An increase in the all-
stock offer will require the extraction of higher synergies, or
efficiencies, which may not be forthcoming.

Exelon and NRG own substantial capacity in the PJM and ERCOT
markets.  As part of obtaining regulatory approval for the merger,
the combined company expects to divest about 3,000 megawatts of
assets in these regions.  The combined credit profile would be
strengthened if the company uses sales proceeds to pay down debt,
especially if the debt reduction is greater than loss of cash flow
from the disposed assets.

Benefits of scope and scale will be significant.  The combined
company will have a capacity of more than  47,000 megawatts, and
will offer geographical diversity and scale across several
markets.  The combination will have a stronger market position in
each region with the ability to better capitalize on wholesale
market movements.  The combination will have an improved dispatch
profile with a balanced mix of base load, mid-merit, and peaking
facilities in all regions where it owns generation.

While fuel diversity will also improve meaningfully, the combined
company will be more carbon-intensive compared with the stand-
alone Exelon.  The combined company's financial measures will
weaken significantly if the transaction goes through.  However,
each company currently generates free cash flow, which is
projected to increase.  S&P expects most of this cash flow to go
toward debt reduction, which S&P will view favorably.

S&P expects to resolve the CreditWatch placement before the
consummation of the transaction following more detailed analysis
of management's capitalization plan and business strategy.  S&P
will also resolve the CreditWatch if the offer fails to get
approvals, or is withdrawn.  


PACE UNIVERSITY: Moody's Affirms Bonds Ratings at 'Ba1'
-------------------------------------------------------
Moody's Investors Service has affirmed Pace University's Ba1 debt
rating on its Series 1997, 2000, 2005A, and 2005B bonds.  The
affirmation affects $127 million of rated debt issued through the
Dormitory Authority of the State of New York.  The bonds are
insured by MBIA.  The rating outlook remains negative reflecting
Moody's concerns about Pace's already thin liquidity and
$26.3 million of funds currently locked in the Commonfund Short
Term Fund, negative operating performance with higher debt service
caused by auction rate market volatility, and challenging student
market position.

However, Moody's affirmation of the rating at this time heavily
incorporates confidence in management's positive cash flow
forecasts, fall 2008 enrollment growth, and improved operating
performance in FY 2008.

Legal Security: Loan payments are a general obligation of the
University secured by debt service reserve funds and a security
interest in Pledged Revenues equal to maximum annual debt service.   
The University's obligations to the Authority under the Loan
Agreement are additionally secured by a mortgage on certain
property, which is not initially pledged to bondholders unless an
event of default occurs and the bond insurer requests that the
Authority assign the mortgage to the Trustee.

Debt-Related Rate Derivatives: Pace has entered into a floating to
fixed interest rate swap agreement to hedge the interest rate on
its Series 2005A bonds.  Under the swap agreement with Merrill
Lynch Capital Services, Pace pays a fixed rate and receives a
percentage of LIBOR.  As of September 30, 2008, the fair value of
the swap is close to negative $2.3 million.  The swap is insured
by MBIA, and downgrade of MBIA (currently rated A2 on watchlist
for possible downgrade) below A3 would constitute an Additional
Termination Event per the swap schedule.  Should MBIA be
downgraded, Pace could enter into a credit support annex and post
collateral for the full negative mark-to-market value of the swap,
in order to prevent termination of the swap.  Moody's have
factored these credit risks into Moody's Ba1 long-term rating on
Pace.

Strengths

  * Renewed focus of senior management on enrollment growth,
    balancing of operating performance, and growth of unrestricted
    cash and investments;

  * Multiple real estate holdings in various high value locations
    in the New York City area including Manhattan and nearby
    Westchester County.

  * Large operating size ($262.8 million of total operating
    revenue and close to 10,000 full-time equivalent students),
    with diverse array of undergraduate, graduate, and
    professional degree offerings including schools of business,
    law, and education.

Challenges

  * Past enrollment declines due to weak oversight of enrollment
    management, poor execution of tuition-setting and financial
    aid strategies, and challenges retaining and graduating
    students.  However, Pace reports strong freshmen application
    volume in fall 2008 and enrollment of 1,645 new freshmen, the
    largest entering freshmen class in the past ten years.  This
    will be the second consecutive year in which the University
    has increased the size of the incoming freshmen class.  
    Further, Moody's believes that fall 2008 net tuition revenue
    demonstrated healthy growth over fall 2007 levels.

  * Thin balance sheet liquidity and heavy reliance on proceeds of
    note issuance for seasonal cash flow needs, with approximately
    $26.3 million of working capital currently illiquid in the
    Commonfund Short Term Fund.  Pace's financial resource base is
    depressed by a large and growing post-retirement liability
    ($59.4 million in FY 2007).  The University had $39.6 million
    of adjusted expendable financial resources (excluding post-
    retirement liability) at close of FY 2007, covering debt a
    thin 0.2 times and operations 0.14 times.  Management has
    instituted more formal budget monitoring and reporting
    procedures and devised a 13 week cash forecasting model.
    Nevertheless, levels of unrestricted cash throughout the year
    for an institution of this size are very thin, with a
    projected 13 week low point of approximately $43 million of
    unrestricted cash (including proceeds of $60 million note
    issuance, which is managed as an internal line of credit).
    This projected cash low point also includes any remaining
    illiquid balances in the Commonfund (currently $26.3 million).  
    The University does not currently have any bank operating
    lines of credit and does not have near-term plans to liquidate
    any portion of its endowment, which had a market value of
    $105.5 million as of Sept. 29, 2008.

  * Operating deficits in recent years (-4.6% three-year operating
    deficit) and 0.6 times debt service coverage in FY 2007
    largely due to fall 2006 significant enrollment shortfall.
    Management has worked with various enrollment and financial
    consultants over the past two years, focused heavily on
    expense containment, and now expects a smaller operating
    deficit for FY 2008 with a target of balancing operations in
    FY 2009.  Interest rates on the University's R-FLOATS bonds
    have been very volatile in 2008 which is in line with broader
    market volatility (current reset rates are 6.5% on tax-exempt
    Series 2005A and 9% on taxable Series 2005B).  Moody's is
    heavily weighing Moody's expectations for positive cash flow
    in FY 2008 and further improvement in FY 2009 and 2010
    operating performance into Moody's current rating affirmation.

  * Slowed capital spending (64%, cash spent on plant divided by
    depreciation expense in FY 2007) and limited debt or
    fundraising capacity for investment in facilities.  Pace must
    also continue to evaluate its multi-campus structure and the
    possibility of consolidating or eliminating campuses in the
    future.

Outlook

The negative outlook reflects Moody's concerns about the
University's challenging student market position and thin
liquidity levels given its operating size. Failure to achieve
goals for enrollment growth and improved cash flow could result in
pressure on the rating.  Alternatively, the University's ability
to more clearly define its market position, achieve improvement in
operations, and build liquidity could lead to longer-term credit
improvement.

What could change the rating-UP

Significant growth of liquid financial resources to better cushion
debt and operations coupled with stronger annual cash flow and
enrollment growth

What could change the rating-DOWN

Further enrollment declines and pressure on net tuition per
student; further deterioration of operating cash flow or
unrestricted cash balances; additional borrowing without
compensating growth of financial resources

Key Indicators (FY 2007 financial data and preliminary fall 2008
enrollment data)

  -- Fall 2008 Total Full-Time Equivalent Enrollment: 10,020 FTE
  -- Fall 2008 Freshmen Selectivity: 77.7%
  -- Fall 2008 Freshmen Matriculation: 19.7%
  -- Adjusted Total Financial Resources (adding back $59 million
     post-retirement liability): $108.9 million

  -- Total Cash and Investments: $170.1 million
  -- Direct Debt: $192.8 million
  -- Adjusted Expendable Financial Resources-to-Direct Debt: 0.2
     times (excluding post-retirement liability)

  -- Adjusted Expendable Financial Resources-to-Operations: 0.1
     times (excluding post-retirement liability)

  -- Average Operating Margin: -4.6%
  -- Operating Cash Flow Margin: 2%
  -- Average Debt Service Coverage: 1.0 time
  -- Reliance on Student Charges: 87.6%

Rated Debt

Series 1997, 2000, 2005A and 2005B bonds: Ba1 underlying rating,
insured by MBIA (MBIA's current financial strength rating is A2 on
watchlist for possible downgrade)

Series 2000 Insured Lease Revenue Bonds (State Judicial Institute,
included as indirect debt of the University): A1 underlying
rating, insured by Ambac (Ambac's current financial strength
rating is Aa3 on watchlist for possible downgrade)


PARCS MASTER: S&P Cuts PARCS Master Trust Rating to 'B' from 'BBB'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on PARCS
Master Trust's class 2007-4 Calvados units to 'B' from 'BBB' and
removed the rating from CreditWatch with negative implications
where it was placed Sept. 17, 2008.  PARCS Master Trust is a
synthetic, corporate, investment-grade collateralized debt
obligation.

The rating action reflects the reference portfolio's ratings
migration and a transaction restructuring that changed the
transaction from fixed recoveries to a combination of fixed and
floating recoveries.  The outcome is a reference portfolio with a
degraded overall credit quality that supports a 'B' rating, the
highest rating for which the synthetic rating
overcollateralization percentage is greater than 100%.
   
       Rating Lowered and Removed from Creditwatch Negative
                         PARCS Master Trust
    
Class                       Rating
-----                       ------
                       To           From
                       --           ----
2007-4                 B            BBB/Watch Neg

S&P's Ratings Services affirmed its 'B' corporate credit rating on
Boca Raton, Florida-based Waste Services Inc. and removed the
rating from CreditWatch, where it was placed with negative
implications on Sept. 23, 2008.  The outlook is stable.

At the same time, S&P affirmed its 'B-' issue rating on the
company's $160 million senior subordinated notes and left the
recovery rating unchanged at '5', indicating a modest recovery in
the event of a default.  S&P also removed the issue rating from
CreditWatch.

Waste Services refinanced its senior secured credit facilities,
including a term loan due 2011 and a revolving credit facility
that was set to mature in April 2009, with senior secured
facilities due in October 2013.  The new senior secured
facilities, which are unrated, total approximately $300 million
and include a $140 million multicurrency revolving credit facility
and $160 million term loan, split between a $120 million Canadian
tranche and a $40 million U.S. tranche.

"The new facilities relieve the refinancing concerns associated
with the current difficult credit market environment and provide
increased flexibility with respect to covenants," said S&P's
credit analyst Ket Gondha.  The new structure comes with a
manageable increase in interest expenses but is subject to a
significantly more aggressive amortization schedule as it
approaches maturity.

The ratings on Waste Services reflect the company's highly
leveraged financial risk profile, a vulnerable business risk
profile due to its acquisitive growth strategy, and its modest
scale of operations relative to its peers.  These factors are only
partially offset by favorable industry characteristics, including
high barriers to entry and recession resiliency; some geographic
diversity; and the ownership of several permitted, well-
positioned, long-lived landfills.

Waste Services, which has annual sales of approximately
$490 million, is a multiregional, integrated solid waste services
company providing collection (74% of sales), transfer (12%),
landfill disposal (9%), and recycling and other services (5%) to
commercial, industrial, and residential customers in the U.S. and
Canada.


PINE TREE IV: Moody's Slashes $3MM Secured Notes Rating to 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service has downgraded its rating on the notes
issued by Pine Tree IV - Series 2006-2:

Class Description: $3,000,000 Secured Floating Rate Credit Linked
Notes due 30 June, 2013

  -- Prior Rating: Ba2
  -- Prior Rating Date: 7/7/2008
  -- Curent Rating: Caa1

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


PROPEX INC: Amends Schedules of Assets and Liabilities
------------------------------------------------------
Propex, Inc., amended its Schedules of Assets and Liabilities on
Oct. 9, 2008.  Under the Amended Schedules, Propex recorded a
decrease of $940,706 of its previously declared assets.  Propex
also reported an increase in its liabilities from $431,632,790 to
$437,090,653:

                                      Original         Amended    
                                     Schedules        Schedules   
                                     ---------        ---------   
  A. Assets
     Real Property                  $48,949,308     $49,164,308
     Personal Property             $276,208,174    $275,052,468

  B. Liabilities
     Secured Priority Claims        $229,271,140   $234,559,029
     Unsecured Priority Claims        $2,186,221     $2,184,857
     Unsecured Non-priority Claims  $200,175,428   $200,346,766

A full-text copy of Propex Inc.'s Amended Schedules is available
for free at http://ResearchArchives.com/t/s?3415

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors have selected Edward L. Ripley, Esq.,
Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  The Official Committee of
Unsecured Creditors have tapped Ira S. Dizengoff, Esq., at Akin
Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel.

The Court extended the exclusive plan filing period of the Debtors
through Oct. 20, 2008, and their exclusive solicitation period
through Dec. 19, 2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of $562,700,000, and total debts of $551,700,000.

(Propex Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


QPC LASERS: Warns of Possible Bankruptcy Absent Funding
-------------------------------------------------------
QPC Lasers, Inc., disclosed in a regulatory filing that effective
October 15, 2008, Paul Rudy has resigned as Vice President of
Sales & Marketing of QPC Lasers, Inc.

As of October 20, 2008, the Company resumed manufacturing,
engineering and sales operations on a limited basis. The Company
had previously reported, on October 14, 2008, a suspension of
operations pending receipt of new funding.

The Company said it was in discussions with customers and
investors with regard to restructuring the Company's finances and
securing funding in order to continue operations. If the Company
does not succeed in its efforts, the Company may file for
protection under either Chapter 11 or Chapter 7 of the Federal
Bankruptcy laws.

On Oct. 14, QPC Lasers also disclosed that effective as of October
13, 2008, Blima Tuller has resigned as Vice President of Finance
and Chief Accounting Officer.  Ms. Tuller will remain as an
employee to assist the Company with accounting and finance matters
as necessary.

The company said in the filing, it has been unsuccessful in its
previously announced efforts to raise the additional funds
necessary to continue operations. As a result, effective as of
October 12, 2008, the Company suspended most of its operations and
terminated a majority of its employees. While management is
continuing to explore certain options that might enable the
Company to survive and continue operations, unless significant
funding is secured in the next few days, the Company anticipates
it will file for protection under Chapter 7 of the federal
bankruptcy laws.

QPC Lasers, Inc. designs and manufactures laser diodes through its
wholly-owned subsidiary, Quintessence Photonics Corporation.
Quintessence was incorporated in November 2000 by Jeffrey Ungar,
Ph.D. and George Lintz, MBA. The Founders began as entrepreneurs
in residence with DynaFund Ventures in Torrance, California and
wrote the original business plan during their tenure at DynaFund
Ventures from November 2000 to January 2001. The business plan
drew on Dr. Ungar's 17 years of experience in designing and
manufacturing semiconductor lasers and Mr. Lintz's 15 years of
experience in finance and business; the primary objective was to
build a state of the art wafer fabrication facility and hire a
team of experts in the field of semiconductor laser design.


RED VALLEY: Section 341(a) Meeting Scheduled for November 12
------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of Red
Valley Investments, LLC 's creditors on Nov. 12, 2008, at 11:00
a.m., at the US Trustee Meeting Room, 230 North First Avenue,
Suite 102, Phoenix, Arizona.

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.

Scottsdale, Arizona-based Red Valley Investments, LLC, filed for
Chapter 11 protection on Oct. 7, 2008 (Bankr. D. Ariz. Case No.
08-13724).  Paul Sala, Esq., at Allen, Sala & Bayne, P.L.C.,
assists the company in its restructuring effort.  The company
listed assets of $1 million to $10 million and debts of
$1 million to $10 million when it filed for bankruptcy.


REGENT BROADCASTING: Moody's Trims PD Rating to 'Caa1' from 'B3'
----------------------------------------------------------------
Moody's Investors Service downgraded Regent Broadcasting LLC's
corporate family rating to B3 from B2, probability of default
rating to Caa1 from B3, and speculative grade liquidity rating to
SGL-4 from SGL-3.  Moody's expects radio broadcasting revenues,
which are highly reliant on cyclical advertising, to come under
increasing pressure due to the slowdown in consumer spending, its
impact on corporate profits, and the resulting cutbacks in
advertising and marketing budgets by several industries.  

Despite these concerns with the radio broadcasting industry,
Regent has performed better than its rated peers and Moody's
expects that this trend could persist through the advertising
downturn in part due to its strong market positions and below
average exposure to the automotive industry.  The depth and
severity of the expected decline nevertheless exceeds the
cyclicality built into the B2 corporate family rating.  Moody's
expects that mid to high single digit revenue declines will likely
pressure Regent's ability to maintain adjusted leverage in the low
7 times range as assumed by the prior B2 rating.

The SGL-4 reflects concern over Regent's ability to comply with
tightening financial covenants under its bank credit facility.  
The recent negative events in the U.S. financial markets and their
impact on the availability of credit could hamper Regent's ability
to remedy potential covenant problems.  The stable outlook is
highly susceptible to greater than expected revenue declines and
is predicated on the maintenance of sufficient liquidity on a
quarterly basis throughout the near term.

The B3 corporate family rating reflects Regent's significant
leverage, concern over its ability to comply with financial
covenants, and the maturity and inherent cyclicality of the radio
industry. Regent's local market focus and presence in more stable
mid-sized markets, diverse revenue mix, favorable geographic
coverage, and expected positive free cash flow support the
ratings.

The ratings actions were:

Regent Broadcasting LLC

  -- Corporate Family Rating, Downgraded to B3 from B2
  -- Probability of Default Rating, Downgraded to Caa1 from B3
  -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
     SGL-3

  -- Senior Secured Bank Credit Facility , Downgraded to B3, LGD3,
     35% from B2, LGD3, 35%

Moody's last rating action for Regent was in November 2007, when
the company was downgraded to B2 from B1.

Regent Broadcasting LLC owns and operates 62 stations located in
13 markets.


SANKATY HIGH YIELD: Collateral Erosion Cues Moody's Rating Actions
------------------------------------------------------------------
Moody's Investors Service has downgraded its ratings of the senior
facility and classes of notes issued by Sankaty High Yield
Partners II, L.P., and left them on review for possible further
downgrade:

Class Description: up to $250,000,000 Senior Facility

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Prior Rating Date: 10/10/2008
  -- Current Rating: Aa3, on review for possible downgrade

Class Description: $22,000,000 Class A-1 Fixed Rate Notes

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Prior Rating Date: 10/10/2008
  -- Current Rating: Aa3, on review for possible downgrade

Class Description: $325,000,000 Class A-1 Floating Rate Notes

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Prior Rating Date: 10/10/2008
  -- Current Rating: Aa3, on review for possible downgrade

Class Description: $45,000,000 Class A-2 Fixed Rate Notes

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Prior Rating Date: 10/10/2008
  -- Current Rating: A3, on review for possible downgrade

Class Description: $30,000,000 Class A-2 Floating Rate Notes

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Prior Rating Date: 10/10/2008
  -- Current Rating: A3, on review for possible downgrade

Class Description: $26,000,000 Class B Fixed Rate Notes

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Prior Rating Date: 10/14/2008
  -- Current Rating: B3, on review for possible downgrade

Class Description: $31,000,000 Class B Floating Rate Notes

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Prior Rating Date: 10/14/2008
  -- Current Rating: B3, on review for possible downgrade

Class Description: $43,000,000 Class C Fixed Rate Notes

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Prior Rating Date: 10/14/2008
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $34,000,000 Class C Floating Rate Notes

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Prior Rating Date: 10/14/2008
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $16,500,000 Class D Fixed Rate Notes

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: 10/14/2008
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $21,000,000 Class D Floating Rate Notes

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: 10/14/2008
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $22,500,000 Class E Floating Rate Notes

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Prior Rating Date: 10/14/2008
  -- Current Rating: Caa3, on review for possible downgrade

The rating actions reflect deterioration in the market value of
the underlying collateral pool as well as the increased volatility
and decreased liquidity in the bank loan market.

Sankaty High Yield Partners II, L.P. is a market value
collateralized loan obligation transaction backed primarily by
bank loans.


SANKATY HIGH YIELD: Moody's Chips Ratings on Collateral Erosion
---------------------------------------------------------------
Moody's Investors Service has downgraded its ratings of the
following classes of loans and notes issued by Sankaty High Yield
Partners III, L.P., and left them on review for possible further
downgrade:

Class Description: $95,000,000 Class A-1A First Senior Secured
Variable Funding Notes Due 2011

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Prior Rating Date: 10/10/2008
  -- Current Rating: Aa3, on review for possible downgrade

Class Description: $105,000,000 Class A-1B First Senior Secured
Variable Funding Multi-Currency Notes Due 2011

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Prior Rating Date: 10/10/2008
  -- Current Rating: Aa3, on review for possible downgrade

Class Description: $35,000,000 Class A-1C First Senior Secured
Variable Funding Swingline Notes Due 2011

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Prior Rating Date: 10/10/2008
  -- Current Rating: Aa3, on review for possible downgrade

Class Description: $220,000,000 Class A-1 First Senior Secured
Floating Rate Notes Due 2011

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Prior Rating Date: 10/10/2008
  -- Current Rating: Aa3, on review for possible downgrade

Class Description: $14,000,000 Class A-2 Second Senior Secured
Floating Rate Notes Due 2011

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Prior Rating Date: 10/10/2008
  -- Current Rating: A3, on review for possible downgrade

Class Description: $22,500,000 Second Senior Loans Due 2011

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Prior Rating Date: 10/10/2008
  -- Current Rating: A3, on review for possible downgrade

Class Description: $29,500,000 Class B Third Senior Secured Fixed
Rate Notes Due 2011

  -- Prior Rating: A2, on review for possible downgrade
  -- Prior Rating Date: 10/10/2008
  -- Current Rating: B3, on review for possible downgrade

Class Description: $11,000,000 Class B Third Senior Secured
Floating Rate Notes Due 2011

  -- Prior Rating: A2, on review for possible downgrade
  -- Prior Rating Date: 10/10/2008
  -- Current Rating: B3, on review for possible downgrade

Class Description: $7,500,000 Class C Senior Subordinated Secured
Fixed Rate Notes Due 2011

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Prior Rating Date: 10/10/2008
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $43,000,000 Class C Senior Subordinated Secured
Floating Rate Notes Due 2011

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Prior Rating Date: 10/10/2008
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $3,500,000 Class D Subordinated Secured Fixed
Rate Notes Due 2011

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Prior Rating Date: 10/10/2008
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $17,500,000 Class D Subordinated Secured
Floating Rate Notes Due 2011

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Prior Rating Date: 10/10/2008
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $12,500,000 Class E Junior Subordinated Secured
Floating Rate Notes Due 2011

  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: 10/10/2008
  -- Current Rating: Caa3, on review for possible downgrade

The rating actions reflect deterioration in the market value of
the underlying collateral pool as well as the increased volatility
and decreased liquidity in the bank loan market.

Sankaty High Yield Partners III, L.P. is a market value
collateralized loan obligation transaction backed primarily by
bank loans.


SKILLSOFT PLC: S&P Lifts Credit Rating to 'BB-' From 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Nashua, New Hampshire-based SkillSoft PLC to 'BB-' from
'B+'.  The rating outlook is stable.

At the same time, S&P raised the issue-level rating on subsidiary
SkillSoft Corp.'s senior secured debt to 'BB' from 'B+'.  S&P
revised the recovery rating to '2', which indicates that lenders
can expect substantial recovery of principal in the event of
payment default, from '3'.

"The upgrade is based on the company's successful integration of
its Netg acquisition, which improved the company's scale and
profitability, as well as its continued resilience in the current
economic environment," said Standard & Poor's credit analyst
Joseph Spence.

The 'BB-' rating reflects SkillSoft's narrow product focus within
a fragmented and highly competitive market with low barriers to
entry and evolving technology standards--which create uncertainty
regarding the ultimate structure of the industry--and the mid- to
long-term sustainability of SkillSoft's success.  These factors
are offset partially by moderate leverage for the rating, the
double-digit growth of SkillSoft's core market, which provides
room for growth despite competitive factors, as well as its
diverse, contractually bound installed base of more than 3,000
accounts, which provides a large portion of recurring revenues and
a near-term offset to current economic conditions.

SkillSoft focuses exclusively on the e-learning industry primarily
within the corporate training market.  It provides on-demand e-
learning and performance support solutions, as well as training in
business skills, information technology, desktop applications, and
compliance issues.  In addition to global enterprises and small-
to medium-size businesses, the company also offers its services to
governments and educational institutions.


STRATUS GROUP: To Pay 45% to Unsecured Creditors; Leedom Steps In
-----------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that The Stratus Group,
Inc., and its debtor-affiliates filed a modified Chapter 11 plan
last week with the U.S. District Court for the Middle District
Georgia.  The plan is underpinned on a settlement with their
Official Committee of Unsecured Creditors and secured lender
Leedom Financial Services, LLC.

Leedom Financial, owed $42.5 million, will take over ownership of
the Debtors while unsecured creditors, with claims totaling $9.8
million, will be paid approximately 45% over time, according to
the report.

The Court, according to the report, was instrumental in opening
the door to the plan when it ended the Debtors' exclusive right to
file a Chapter 11 plan in September.  The Court, according to the
report, also allowed the Debtors' turnaround manager to file a
plan even if the Debtors' owners didn't approve.

Leedom Financial and the Committee at the time told the Court they
had agreement on a reorganization plan they hoped to implement "on
an expedited basis", according to the report.

Leedom Financial contends that more than $12 million in fraudulent
leases were submitted to lenders before bankruptcy, according to
the report.  The chief restructuring officer reported under oath
earlier that the Debtors last year began "intentionally submitting
inaccurate borrowing requests" to one of the lenders, according to
the report.

Leesburg, Georgia-based Stratus Group, Inc., does business as
Freeway Auto Credit and Xpressway Auto Credit.  It filed a chapter
11 petition together with two debtor-affiliates on July 15, 2008
(Bankr. M.D. Ga. Case No. 08-11096).  Judge James D. Walker, Jr.,
presides over the case.  Paul K. Ferdinands, Esq., at King and
Spalding, LLP, represents the Debtors in their restructuring
efforts.  An Official Committee of Unsecured Creditors has been
appointed in this case.  The Debtors estimated both of their
assets and debts to be between $10,000,000 and $50,000,000.
William Rochelle reports that the Debtors had $45.8 million in
assets and $53.2 million in debts, including $42.9 million in
secured claims.


SYNTAX-BRILLIAN: OIG Appeals Order to Consummate Asset Purchase
---------------------------------------------------------------
Olevia International Group LLC filed on Oct. 14, 2008, an appeal
from the U.S. Bankruptcy Court for the District of Delaware's
order dated Oct. 10, 2008, denying OIG's emergency request to
excuse it from its obligations relating to the purchase of the
business assets of Syntax-Brillian Corp. and its debtor-
affiliates, and entering judgment in favor of the Debtors.  

In the Oct. 10, 2008 Court order, OIG, its officers and directors,
Michael Wu and John Wu were ordered to:

  a) close and consummate OIG's purchase of the Purchased Assets
     pursuant to the Purchase Agreement, and to consummate all
     other Transactions contemplated by the Purchase Agreement;

  b) make all payments at Closing required to be paid in     
     accordance with the terms of the Purchase Agreement,
     including the payment to the Lenders of the first
     amortization due under the New Term Loan Documents in the
     amount of $18,000,000;

  c) prior to Oct. 16, 2008, take all action necessary to satisfy
     all conditions precedent set forth in the Debt Assumption
     Agreement and New Term Loan Documents, including, without
     limitation, all such conditions relating to the granting of
     liens on the Specified Collateral satisfactory to the Lenders
     and all legal opinions with respect thereto;

  d) enter into and cause to become effective all other  
     agreements, documents and instruments provided for in or
     contemplated by the Purchase Agreement, including, without
     limitation, the Debt Assumption Agreement and the New Term
     Loan Documents;

  e) close and consummate at the Closing, all Transactions  
     contemplated by the Purchase Agreement, which shall take
     place no later than 3 p.m. prevailing estern time on Oct. 16,
     2008, or at such other later date or time as designated by
     the Debtors and Silver Point.

On Sept. 10, 2008, OIG told the Court that the Debtors irreparably
breached various covenants and representations contained in the
Purchase Agreement, causing various Closing Conditions to fail,
and rendering it unable to comply with its obligations under the
Purchase Agreement.  OIG also accused the Debtors of violating
their sale contract by losing business from Target Corp., the
Debtors' main customer.  The following day, the Debtors filed a
lawsuit asking the Court to compel Olevia International to
complete the purchase.

                      About Syntax-Brillian

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:
BRLC) -- http://www.syntaxbrillian.com/-- manufactures and  
markets LCD HDTVs, digital cameras, and consumer electronics
products including Olevia(TM) brand high-definition widescreen LCD
televisions and Vivitar brand digital still and video cameras.  
Syntax-Brillian is the sole shareholder of California-based
Vivitar Corporation.

The company and two of its affiliates -- Syntax-Brillian SPE,
Inc., and Syntax Groups Corp. -- filed for Chapter 11 protection
on July 8, 2008 (Bankr. D. Delaware Lead Case No.08-11409 through
08-11409.  Nancy A. Mitchell, Esq., Allen G. Kadish, Esq., and
John W. Weiss, Esq., at Greenberg Traurig LLP in New York,  
represent the Debtors as counsel.  Victoria Counihan, Esq., at
Greenburg Traurig LLP in Wilmington, Delaware, is the Debtors'
Delaware counsel.  Five members compose the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions, LLC is the
Debtors' balloting, notice, and claims agent.

When the Debtors filed for protection from their creditors, they
listed total assets of $175,714,000 and total debts of
$259,389,000.


SUMMIT GLOBAL: U.S. Trustee Wants Case Converted to Chapter 7
-------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, asks the
United States Bankruptcy Court for the District of New Jersey to
convert the Chapter 11 reorganization cases of Summit Global
Logistics Inc. and its debtor-affiliates to Chapter 7 liquidation
proceedings.

A hearing is set for Oct. 28, 2008, at 10:00 a.m., to consider the
U.S. Trustee's request.  The hearing will take place at DHS –
Courtroom 3B in Newark, New Jersey.

The U.S. Trustee argues that the Debtors do not have sufficient
funds to pay accrued administrative fees including accrued fees of
Lowenstein Sandler PC, which has filed a request to withdraw as
the Debtors' counsel.  The Debtors are administratively insolvent,
the U.S. Trustee asserts.

The Debtors must pay quarterly fees for 17 estates until their
cases are closed, if they remain in Chapter 11, the Trustee notes.

According to the Troubled Company Reporter on April 21, 2008,
the Court, at the behest of the U.S. Trustee, appointed Traxi
LLC's partner Perry M. Mandrino, CPA, as examiner to evaluate the
bona fides of the sale of substantially all of the Debtors' assets
to TriDec Acquisition Co. Inc. for $56.5 million in cash plus
assumption of certain liabilities.

The U.S. Trustee objected to the sale because of the broad
releases and the cause of action being given up by the Debtors
from TriDec's purchase assets.  As a result, the U.S. Trustee
negotiated for a fund of at least $50,000 to be put aside if a
trustee was appointed to pursue any causes of action.

The sale was approved by the Court on March 26, 2008.

                       About Summit Global

Headquartered in East Rutherford, New Jersey, Summit Global
Logistics Inc. fdba Aeorbic Creations Inc. --
http://www.summitgl.com/-- offers a network of strategic
logistics services, such as non-vessel operating common carrier
ocean services, overseas consolidation, air freight forwarding,
warehousing & distribution, cross-dock, transload, customs
brokerage and trucking.  The Company and its 17 affiliates filed
for Chapter 11 protection on January 30, 2008 (Bankr. N.J. Case
No. 08-11566).  Lowenstein Sandler, P.C., initially represented
the Debtors in their restructuring efforts.  In September,
Lowenstein Sandler said it is withdrawing from the case.  No
Official Committee of Unsecured Creditors has been appointed
in this cases.  When the Debtors filed for protection against
their creditors, they listed assets of between $50 million and
$100 million, and debts of between $100 million and $500 million.


TIERS(R) MISSOURI: Moody's Cuts $31MM Certificates Rating to 'Ba1'
------------------------------------------------------------------
Moody's Investors Service has downgraded the rating on the trust
certificates issued by TIERS(R) Missouri Floating Rate Credit
Linked Trust, Series 2007-1:

Class Description: $31,000,000 TIERS(R) Missouri Floating Rate
Credit Linked Trust Certificates, Series 2007-1

  -- Prior Rating: Baa2
  -- Prior Rating Date: 8/20/2008
  -- Current Rating: Ba1

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's reference
portfolio, which includes but is not limited to exposure to Lehman
Brothers Holdings Inc., which filed for protection under Chapter
11 of the U.S. Bankruptcy Code on September 15, 2008.


TWL CORP: Defaults on $8.7MM Notes, Files for Chapter 11
--------------------------------------------------------
TWL Corp. along with its affiliate, TWL Knowledge Group Inc.,
filed voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Eastern District of Texas.

According to Bloomberg News, the Chapter 11 filing was made
after the company defaulted on its debt obligations under its $8.7
million of 15% senior secured convertible debentures held by
Trinity Investment GP dba Laird Cagan, who owns 56% of the
company.  However, the company did not disclose events leading to
the filing, the report notes.

On Sept. 30, 2008, Mr. Cagan resigned as chairman of the company's
board.  Board member Dennis Cagan and chief executive officer
Danny Hammet also resigned from the company.  The company
appointed Patrick R. Quinn as its CFO, CEO, president, treasurer
and board member.

The company listed assets between $1 million and $10 million,
and debts between $10 million and $50 million in its filing.
Bloomberg, citing papers filed with the Court, says that the
company has $14.3 million in assets and $37.6 million in debts as
of March 31, 2008.

The company reported $2.8 million in net loss on total revenues of
$5.4 million for the three months ended March 31, 2008, compared
to $2.2 million net loss on total revenues of $5.5 million for the
same period a year ago.

On Oct. 27, 2007, KBA Group LLP, in Dallas, Texas, expressed
substantial doubt about the company's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007.  The auditing firm
reported that the company has suffered recurring losses from
operations, has used significant cash flows in operating
activities and has liabilities significantly in excess of assets.  

J. Mark Chevallier, Esq., at McGuire, Craddock & Strother, P.C.,
represents the company as its counsel.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2cf7

                      About TWL Corporation

Headquartered in Carrollton, Texas, TWL Corporation (OTC BB: TWLO)
-- http://www.twlk.com/-- through its subsidiary TWL Knowledge
Group Inc., is a global provider of integrated workplace learning
solutions for skill development, compliance, safety, and emergency
preparedness in the workplace.


UAL CORP: Posts $779MM Net Loss in Quarter Ended September 30
-------------------------------------------------------------
UAL Corporation, the holding company whose primary subsidiary is
United Airlines, reported a third quarter net loss of
$779 million, if non-cash, net mark- to-market losses on fuel
hedge contracts and certain accounting charges are excluded,
despite an increase of $946 million in consolidated fuel expense.

For the third quarter ended Sept. 30, 2008, the company:

  -- the company recorded a $519 million non-cash, net mark-to-
     market losses on its fuel hedge contracts during the quarter
     as a result of the recent drop in the price of oil.  The non-
     cash loss reflects the change in book value of the hedges
     during the quarter.

   -- the company received approximately $1.4 billion through
      various transactions it closed during the quarter.  This
      includes approximately $1 billion from revising the Chase
      Bank U.S.A., N.A. and Paymentech L.L.C. contracts,
      $300 million in new aircraft financings, $50 million from
      the release of restricted cash, and $43 million in proceeds
      from asset sales.

   -- the company ended the quarter with an unrestricted cash
      balance of $2.9 billion, restricted cash balance of
      $248 million and $378 million in cash deposits held by its
      fuel hedge counterparties.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                         *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


US BIODEFENSE: Posts $601,141 Net Loss for August 31, 2008
----------------------------------------------------------
US Biodefense, Inc., nka Elysium Internet, Inc., reported $601,141
net loss on total revenues of $22,199 for the three months ended
Aug. 31, 2008, compared to $89,716 net loss on no revenues for the
same period a year ago.

The company's balance sheet at Aug. 31, 2008, showed $1,655,726 in
total assets and $3,689,917 in total liabilities resulting in a
$2,034,191 stockholders' deficit.

The company's balance sheet also showed strained liquidity with
$264,081 in total current assets available to pay $3,386,231 in
total current liabilities.

                        Going Concern Doubt

On March 13, 2008, Gruber & Company LLC expressed substantial
doubt about the company's ability to continue as a going concern
after auditing its financial statement for the years ended Nov.
30, 2007, and 2006.  The firm reported that the company must
general sufficient cash flows to meet its obligations and
sustain its operations.

A full-text copy of the company's regulatory filing is available
for free at http://ResearchArchives.com/t/s?3420

US Biodefense, Inc., makes and sells candy and gift items to
hospital shops across the United States.  In 1986, the company
filed for Chapter 11 bankruptcy protection and emerges in 1993.


VALEO INVESTMENT: Moody's Junks $12.5MM Subordinated Notes Rating
-----------------------------------------------------------------
Moody's Investors Service has upgraded the notes issued by Valeo
Investment Grade CDO:

Class Description: $12,250,000 Class A-2 Floating Rate Senior
Subordinated Notes due January 15, 2013

  -- Prior Rating: Caa3
  -- Prior Rating Date: 5/12/2003
  -- Current Rating: B2

According to Moody's, the rating action on the Class A-2 Notes is
a result of the ongoing delevering of the transaction and
improvement in the credit quality of the transaction's underlying
collateral pool -- consisting primarily of bonds -- since May
2003.


VERSO TECH: May Use Cash Collateral Through Nov. 14, 2008
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorized Verso Technologies Inc. and its debtor-affiliates to
use cash collateral securing their obligations to their lenders
through the earlier to occur of (a) Nov. 14, 2008, or (b) payment
of a settlement amount to Clarent Corp.  

The Debtors require the immediate use of cash in order to continue
the operation of their remaining "Telemate" business, to maintain
the value of all other remaining property pending further sales
and to effectively propose a plan of liquidation.  

          Clarent's Objection to Use of Cash Collateral

On Sept. 10, 2008, Clarent Corp. filed its opposition to the
Debtor's use of Cash Collateral.  Clarent asserts a security
interest in certain assets which it sold to Verso on Dec. 13,
2002, as a portion of the purchase price was payable over time as
evidenced by a $3,000,000 secured subordinated promissory note
dated Feb. 12, 2003.

Clarent further asserted that the proceeds received from any of
the Clarent Collateral is "cash collateral" as defined in Sec.
363(a) of the Bankruptcy Code.  The Debtors told the Court,
however, that Clarent's security interests are junior to the
security interests in substantially all the assets of the Debtors
as of the Petition Date by the Debtors' senior pre- and post-
petition secured lender, Laurus, pursuant to the terms of a
Subordination Agreement between Laurus and Clarent dated Sept. 20,
2006, and orders entered in this case authorizing the Debtors to
obtain post-petition financing from Laurus.

The Debtors also contend that the value of any remining Clarent
Collateral does not exceed $180,000, because most, if not all, of
the Clarent Collateral has been liquidated in these cases and used
to make payments under the DIP Orders and to Laurus.

                       Proposed Settlement

At the October 3 Final Hearing to consider the Motion for
Authority to Use Cash Collateral, counsel for the Debtors and
Clarent announced that their clients had reached an agreement in
principle which would resolve all claims between them, subject to
approval of the U.S. Bankruptcy Court for the Northern District of
Georgia; and the U.S. Bankruptcy Court for the Northern District
of California, where Clarent's case is pending.  The U.S.
Bankruptcy Court for the Northern District of California confirmed
the Clarent's Chapter 11 Plan on April 1, 2004.   

The proposed Settlement provides, inter alia, that Clarent will be
paid $180,000 by the Debtors immediately following the entry of
the final orders approving the Settlement, and Clarent will retain
all sums paid by the Debtors to Clarent todate, specifically
including, but not limited to, those sums in the approximate
amount of $778,000 paid to Clarent during the preference period
(which Debtors and the Committee have argued are a preferential
transfer), in complete satisfaction of all claims by Clarent
against the Debtors' bankruptcy estates, and that the Debtors will
release all claims against Clarent.

The Court's authority allowing the Debtors' use of cash
collateral, is subject further to the following conditions:

                   Projected Use of Cash  

Unless Clarent shall otherwise agree in writing, the amount of
Cash Collateral which Debtors may use during the Usage Period
shall not exceed in aggregate 115% of each line item set forth in
the budget; provided, however, that in addition to items set forth
in the Budget, the Debtors shall be permitted to pay U.S. Trustee
quarterly fees.  Notwithstanding anything to the contrary
contained in the order, any expenditures made by the Debtors
during the Usage Period shall be deemed to be paid first from
property which is not subject to any security interest held by
Clarent.

                     Authorized Disbursements

The Debtors will only be authorized to use Cash Collateral
pursuant to the Budget.  Unless otherwise authorized by order of
the Court, Debtors shall not use Cash Collateral for payment of
any dividends or distributions to shareholders, or any pre-
petition indebtedness or obligations, of, or pre-petition claims
against, the Debtors.  Until the Settlement Payment has been made
by the Debtors to Clarent following the entry of the approval
Orders, Debtors shall only be permitted to make payments set forth
in the Budget to any current or former employee for unpaid
vacation pay accrued pre-petition to the extent the total amount
paid to any such employee following the Petition Date by the
Debtors for pre-petition wages, salary or commission within the
scope of Sec. 507(a)(4) of the Bankruptcy Code does not exceed the
statutory $10,950 priority limit.

                 Lien on Post-Petition Collateral

As adequate protection for its interests in the Cash Collateral,
to the extent Debtors use Cash Collateral, Clarent will be given a
replacement lien in the Debtors' remaining assets in the same
order of priority as existed pre-petition.

                           Termination  

Upon the occurrence of an Event of Default, Clarent may elect to
terminate the Debtors' right to use Cash Collateral hereunder by
giving written notice of termination to counsel for the Debtors
and counsel for the Committee and filing a copy of such written
notice with the Court.  These will constitute an "Event of
Default":

  a) The occurrence of any material breach, default or non-
     compliance with the terms of the Court's Order;

  b) Conversion of the Debtors cases to Chapter 7; and

  c) Appointment of a trustee in this Chapter 11 case.

                    About Verso Technologies

Headquartered in Atlanta, Georgia, Verso Technologies Inc.
(OTC:VRSOQ) -- http://www.verso.com/--  provides        
telecommunications service in the United States.  The company and
its affiliates manufacture, deliver, and provide support for
hardware, software and service solutions primarily to large
wireline, cellular, wireless and satellite carriers.  

The company and four of its affiliates filed for Chapter 11
protection on April 25, 2008 (Bankr. N.D. Ga. Lead Case No.
08-67659).  J. Robert Williamson, Esq., at Scroggins and
Williamson, James R. Sacca, Esq., and John D. Elrod, Esq., at
Greenberg Traurig, LLP represent the Debtors as counsel.  The
Debtors selected Logan and Company Inc. as their claims agent.  

Darryl S. Laddin, Esq., and Stephen M. Dorvee, Esq., at Arnall
Golden Gregory LLP represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed total assets of $34,263,000 and total debts
of $36,657,000.


VISION DEV'T: Parent's Townhome Project to be Sold in November
--------------------------------------------------------------
Brian Bandell at South Florida Business Journal reports that a
14.2-acre townhome project by Vision Development Group of Broward
County LLC's parent, Vision Development Partners, will be up for
public sale at 10 a.m. on Nov. 6, 2008, at the Palm Beach County
courthouse in West Palm Beach.

Coscan Homes is Vision Development's partner on the project.

According to Business Journal, the court ruled in favor of Regions
Bank in a $8.4 million foreclosure lawsuit against the developers.

Coscan Homes said in a statement that its subsidiary Palm Springs
Town Homes has planned to build 232 townhomes in
March 2009.  Business Journal relates that the project hasn't been
finished.  The report says that several contractors also filed
construction liens against the project before the foreclosure.  
Palm Springs Town Homes purchased the land for almost $10.5
million in May 2006.  It obtained a mortgage from Regions Bank for
$26.4 million.  Regions Bank filed its foreclosure lawsuit in May
2008, naming Coscan Corp., CEO Albert Piazza, and other executives
as co-defendants.

Headquartered in Sunrise, Florida, Vision Development Group of
Broward County L.L.C. is a real estate developer.  The company
filed for Chapter 11 on Sept. 20, 2007 (Bankr. S.D. Fla. Case No.
07-17778).  Peter D. Russin, Esq., Meland, Russin & Budwick P.A.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection against its creditors, it listed
assets and debts of between $1 million and $100 million.  

The Debtor's managing member, Isadore M. Cohen, also filed a
voluntary chapter 11 petition on Sept. 20, 2007 (Bankr. S.D. Fla.
Case No. 07-17779).  

The Debtor's exclusive period to file a Chapter 11 plan expired on
Jan. 18, 2008.


WACHOVIA CORP: Posts $$23.89 Billion Third Quarter Net Loss
-----------------------------------------------------------
Wachovia Corp. reported a $23.89 billion net loss in the third
quarter of 2008, representing a net loss per share of $11.18,
including a provision for credit losses of $6.63 billion to cover
$1.87 billion in net charge-offs and to build reserves by $4.76
billion.

Third Quarter 2008 Compared With Third Quarter 2007:

   -- Net loss of $23.9 billion includes the following on a
      pre-tax basis:

      a) $18.8 billion of goodwill impairment,

      b) $4.8 billion credit reserve build to a 3.24% reserve-
         to-loan ratio,

      c) $2.5 billion of market disruption losses including
         $1.2 billion of securities impairments, and

      d) $310 million principal investing loss

   -- Results also reflect costs relating to previous
      announcements on the auction rate securities settlement,
      support of Evergreen money market fund exposure to Lehman
      Brothers and losses on government sponsored entity
      preferred stock, amounting to $1.1 billion

   -- Traditional businesses remained focused on customer
      service and sales execution; customer satisfaction rating
      of 6.62 and customer loyalty at 51% remained at top of
      industry

   -- Average core deposits up 4 percent on growth in retail
      CDs and retail brokerage deposits

   -- Way2Save campaign hits milestone 1.1 million accounts and
      $439 million in new account balances

   -- A.G. Edwards integration proceeding smoothly; integration
      over 50% complete

Wachovia's core businesses generated higher loans and average core
deposits, as well as strength in traditional banking and insurance
fees; however, market-related businesses and deposit trends
reflected market turmoil.  The General Bank grew revenue 8 percent
over last year and maintained industry-leading customer
satisfaction.  The retail brokerage business increased in both the
number and quality of financial advisors and generated solid
cross-sales with other Wachovia businesses. Sales growth in the
Wealth Management business offset declines in equity valuations.  
The Corporate and Investment Bank continued to execute on its
transition to a more customer-centric model.

Robert K. Steel, CEO and president said, "In these unprecedented
times, my colleagues have demonstrated that Wachovia always puts
the interests of our customers and clients first.  Although this
has been a challenging quarter, Wachovia's underlying businesses
remain solid and our franchise exceptionally attractive.  We look
forward to the opportunities that lie ahead as we join forces with
Wells Fargo."

"Wachovia's third quarter results were very much in line with our
expectations," said Wells Fargo's President and CEO John Stumpf.  
"We're more encouraged than ever by what we've seen in their
franchise, and we're pleased that Wachovia's team continues to
focus on serving customers."

"We believe that it was prudent for Wachovia to put these losses
behind them," said Wells Fargo's Chief Financial Officer Howard
Atkins.  "The asset write-downs, reserve build, and other items
are consistent with our acquisition assumptions.  The goodwill
impairment will have no impact on tangible capital or our planned
capital raise.  Monday, Wachovia issued preferred stock to Wells
Fargo as contemplated in our share exchange agreement, which
represents 39.9 percent of Wachovia's voting power, and we're on
track to complete the merger as planned in the fourth quarter."

The third quarter 2008 net loss compared with earnings of $1.62
billion or 85 cents per share in the third quarter of 2007.  
Excluding goodwill impairment of $18.7 billion after tax, net
merger-related and restructuring expense of $414 million, results
in the third quarter of 2008 were a net loss of $4.76 billion, or
a net loss per share of $2.23.

The pre-tax loss stemmed from:

   -- The $18.8 billion in noncash goodwill impairment
      reflecting declining market valuations and the terms of
      the merger with Wells Fargo; the recognition of the
      impairment affected the retail and small business,
      commercial, wealth management and asset management           
      subsegments.  The goodwill impairment charge has no
      impact on Wachovia's tangible capital levels or
      regulatory capital ratios, because goodwill is deducted
      when computing those ratios;

   -- A $6.6 billion credit loss provision, including
      $3.4 billion to build reserves for the Pick-a-Pay
      mortgage portfolio and $1.4 billion to build other loan
      loss reserves;

   -- $2.5 billion in market disruption-related losses,
      including $619 million in investment portfolio securities
      impairments;

   -- $682 million valuation decline in principal investing;

   -- $515 million in non-merger severance charges related to
      expense reductions announced in the second quarter of
      2008;

   -- $497 million of auction rate securities settlement costs
      ($398 million, net of minority interest); and

   -- $397 million in losses related to planned securities
      sales, including $171 million from the sale of government
      sponsored entity preferred shares.

Key trends in the third quarter of 2008 compared with the third
quarter of 2007 included:

   -- A significant decline in fee and other income largely due
      to increased net market disruption-related valuation
      losses and lower principal investing results, which
      overshadowed strength in traditional banking.  A 25% rise
      in fiduciary and asset management fees and 33% higher
      commissions resulted from the A.G. Edwards acquisition.

   -- Net interest income of $5.0 billion, up 10 percent, with  
      a net interest margin of 2.94 percent on increased
      average loans.  Average commercial loans were up 20% and
      average consumer loans were up 6%.  Average loan growth
      was driven by strength in commercial, commercial real
      estate and traditional mortgage, which more than offset
      the $6.8 billion average net decrease effect of
      sales/securitization and loan transfer activity.  Average
      core deposit growth of 4 percent was led by retail CDs
      and money market accounts.  Period end core deposits
      decreased 2% driven by a significant decline in higher
      cost commercial deposits reflecting significant market
      turmoil at the end of the third quarter of 2008.

   -- An increase in noninterest expense largely reflecting the
      impact of A.G. Edwards, as well as growth in credit-
      related sundry expense and a planned $497 million
      ($398 million net of minority interest) in costs related
      to the settlement of auction rate securities.

   -- Provision for credit losses of $6.6 billion, which
      included $4.8 billion to build reserves. The provision
      largely reflected the weakening economy and current and
      anticipated severe deterioration in the residential
      housing market, particularly in specific markets in
      California and Florida.  Net charge-offs were
      $1.9 billion, or an annualized 1.57% of average net
      loans.  Total nonperforming assets including loans held
      for sale were $15.0 billion, or 3.05% of loans,
      foreclosed properties and loans held for sale, largely
      reflecting increases in consumer real estate-related
      nonperforming assets due to the effects of the weakened
      housing industry.

                       Lines of Business

In accordance with Wachovia's business segment methodology,
goodwill impairment of $18.8 billion and provision expense in
excess of charge-offs and other credit losses, which amounted to
$4.8 billion in the third quarter of 2008, are not allocated to
business segments.

General Bank

                          Three Months Ended
                 September 30,    June 30,     September 30,
(In millions)         2008         2008            2007
Net interest
income
(Tax-equivalent)     $3,763        $3,697          $3,466

Fee and other
income                1,003         1,000             935

Total revenue
(Tax-equivalent)      4,816         4,754           4,460

Provision for
credit losses         1,340           922             207

Noninterest expense   2,127         2,061           1,898

Segment earnings        857         1,124           1,495

Cash overhead
efficiency ratio
(Tax-equivalent)      44.16%        43.35%          42.54%

Average loans,
net                $318,573      $317,969        $295,188

Average core
deposits            292,653       290,313         290,099

Economic capital,
average              19,302        16,777          10,904

The General Bank includes retail, small business and commercial
customers.  The third quarter of 2008 compared with the third
quarter of 2007 included:

  -- Earnings of $857 million, down $638 million, driven by
     rising credit costs and related expenses, primarily in the
     mortgage business, which overshadowed sales momentum
     elsewhere as reflected in total revenue of $4.8 billion,
     up 8%.

  -- 9% higher net interest income on deposit growth and
     improved loan spreads despite rising nonperforming assets.

  -- Average loan growth of 8 percent, led by consumer real
     estate secured, commercial lending and auto.  Growth in
     consumer real estate secured was driven by mortgage and
     home equity and included slower prepayments.  Auto loan
     originations declined 24%.

  -- Average core deposit growth of $2.6 billion.

  -- Growth in net new retail checking accounts of 208,000 in
     the third quarter of 2008 compared with an increase of
     263,000 in the third quarter of 2007.

  -- 442,000 new retail checking accounts were tied to the
     Way2Save campaign.  This product, which launched in mid-
     January 2008, reached 1.1 million accounts in the third
     quarter and $439 million in deposits at Sept. 30, 2008.

  -- 7% growth in fee and other income, with strength in
     service charges, interchange income and higher mortgage
     banking fee income.  Strong interchange income reflected a
     14% increase in debit/credit card volume from the third
     quarter of 2007.

  -- A 12% increase in noninterest expense due to growth in
     credit-related sundry expense, FDIC expense, as well as
     continued strategic investment in de novo branch activity
     and Western expansion.  During the third quarter of 2008,
     13 de novo branches were opened and seven branches were
     consolidated.  As a result of performance initiatives,
     operating leverage continued to improve, which enabled
     continued strategic investment.

  -- A $1.1 billion increase in the provision for credit losses
     to $1.3 billion, largely reflecting higher net charge-offs
     in the Pick-a-Pay portfolio and auto.

Wealth Management
                            Three Months Ended
                     September 30,  June 30,    September 30,
(In millions)             2008        2008         2007

Net interest income
(Tax-equivalent)            $194        201          184

Fee and other income         192        208          184

Total revenue
(Tax-equivalent)             388        412          372

Provision for
credit losses                  8          5            6

Noninterest expense          246        252          240

Segment earnings              84         98           80

Cash overhead
efficiency ratio (Tax-
equivalent)                63.55%     61.24%       64.71%

Average loans, net       $22,765    $22,557      $20,996

Average core deposits     14,690     17,609       17,180

Economic capital,
average                      729        720          609

Wealth Management includes private banking, personal trust,
investment advisory services, charitable services, financial
planning and insurance brokerage.  The third quarter of 2008
compared with the third quarter of 2007 included:

   -- 5% earnings growth to $84 million on 4% revenue growth in
      challenging markets.

   -- 5% growth in net interest income on 8% loan growth and
      wider deposit spreads despite a 14% decline in average
      core deposits, which reflected the market turmoil.

   -- 4% growth in fiduciary and asset management fees as the
      benefits of a pricing initiative implemented in the third
      quarter of 2007 and sales growth overcame declines in
      equity valuations and in assets under management.  
      Insurance commissions rose 5% compared with a weak 2007
      third quarter.

   -- A 3% increase in noninterest expense driven by
      investments in private banking and Western expansion,
      offset by efficiency initiatives.

   -- A 13% decline in assets under management from year-end
      2007 to $73.2 billion largely due to market depreciation
      as well as net outflows.

Corporate and Investment Bank

                              Three Months Ended
                      September 30,  June 30,    September 30,
(In millions)               2008       2008         2007

Net interest income
(Tax-equivalent)           $1,043      $1,132          $838

Fee and other income         (416)        656           176

Total revenue
(Tax-equivalent)              570       1,736           962

Provision for
credit losses                 525         438             1

Noninterest expense         1,154         963           626

Segment earnings (loss)      (703)        212           212

Cash overhead efficiency
ratio (Tax-equivalent)     202.09%      55.50%        65.12%

Average loans, net       $109,323     106,680        82,979

Average core deposits      27,497      31,686        37,208

Economic capital,
average                    14,732      13,821         9,791

The Corporate and Investment Bank includes corporate lending,
investment banking, and treasury and international trade finance.  
Unless otherwise noted, third quarter 2008 results are compared
with the third quarter of 2007.  These results included:

   -- A loss of $703 million due to continued net valuation
      losses related to disruption in the capital markets, and
      increased provision for credit losses.

   -- A 24% increase in net interest income, which reflected
      32% growth in average loans including fourth quarter 2007
      and first quarter 2008 transfer into the loan portfolio
      at fair value of certain loans originally slated for
      distribution, as well as loan growth in the commercial
      lending businesses.

   -- A decline in fee and other income due to significantly
      lower principal investing results from lower valuations
      and a decrease in advisory and underwriting fees despite
      lower  market disruption-related losses from the third
      quarter a year ago.

   -- Market disruption-related losses of $940 million compared
      with $565 million in the second quarter of 2008 and
      $1.2 billion in the third quarter of 2007.  Market
      disruption-related valuation losses, net of applicable
      hedges, were:

      -- $235 million in subprime residential asset-backed
         collateralized debt obligations and other related
         exposures, compared with $238 million in the second
         quarter and $230 million in the third quarter of 2007;

      -- $347 million in commercial mortgage structured
         products, compared with $209 million in the second
         quarter and $488 million in the third quarter of 2007;

      -- $146 million in consumer mortgage structured products,
         compared with $68 million in the second quarter and
         $82 million in the third quarter of 2007;

      -- $22 million gain in leveraged finance net of fees,
         compared with a net $102 million gain in the second
         quarter and a net $272 million loss in the third
         quarter of 2007; and

      -- $234 million in non-subprime collateralized debt
         obligations and other structured products, compared
         with $152 million in the second quarter and
         $109 million in the third quarter of 2007.

   -- A loss of $317 million in principal investing revenue,
      down from net gains of $361 million in the third quarter
      of 2007 due to lower valuations on both the direct and
      fund investment portfolios.

   -- An 84% increase in noninterest expense primarily due to
      higher variable compensation and $65 million of auction
      rate securities settlement costs.

   -- A provision of $525 million largely reflecting
      residential-related commercial real estate and other
      corporate lending losses.

Capital Management

                             Three Months Ended
                     September 30,  June 30,   September 30,
(In millions)              2008       2008         2007

Net interest income
(Tax-equivalent)            $388       $308          $268

Fee and other income         968      1,995         1,444

Total revenue
(Tax-equivalent)           1,360      2,295         1,704

Provision for
credit losses                  1          -             -

Noninterest expense        2,145      2,328          1,241

Segment earnings (loss)     (499)       (21)           294

Cash overhead
efficiency ratio
(Tax-equivalent)          157.72%    101.39%         72.82%

Average loans, net        $3,223     $2,878         $2,142

Average core
deposits                  54,734     48,647         31,489

Economic capital,
average                    2,033      2,118          1,310

Capital Management includes retail brokerage services and asset
management. The third quarter of 2008 compared with the third
quarter of 2007 included:

   -- A loss of $499 million due to auction rate securities
      settlement costs and continued market disruption-related
      losses;

   -- A 45% increase in net interest income driven by retail
      brokerage deposit growth of $23.3 billion primarily due
      to the A.G. Edwards acquisition, as well as organic
      growth since the acquisition, partially offset by spread
      compression;

   -- A 33% decline in fee and other income driven by
      $931 million in market disruption-related losses compared
      with $118 million in the second quarter of 2008 and
      $40 million in the third quarter of 2007;

   -- $737 million in valuation losses relating to the support
      of Evergreen money market funds, compared with
      $24 million in the second quarter of 2008 and $40 million
      in the third quarter of 2007;

   -- $83 million in valuation losses relating to the
      liquidation of an Evergreen fund compared with
      $89 million in the second quarter of 2008;

   -- $80 million in valuation losses relating to auction rate
      securities held on the balance sheet, compared with
      $5 million in the second quarter of 2008;

   -- $31 million relating to other securities impairment.

   -- 73% growth in noninterest expense largely due to the
      effect of the auction rate securities settlement and the
      A.G. Edwards merger.

Total assets under management were $209.1 billion at Sept. 30,
2008, down 24% from Dec. 31, 2007, driven by net outflows of $40.6
billion as well as $25.0 billion in lower market valuations.

                  Quarterly Loss Among the Largest

Dan Fitzpatrick at The Wall Street Journal reports that Wachovia's
quarterly loss is among the largest ever posted by a U.S. company.  
According to WSJ, the loss indicates more pain ahead for other
U.S. financial institutions.

WSJ quoted RBC Captial Markets analyst Gerard Cassidy as saying,
"It is a warning to bank-stock investors that there are many more
losses coming.  Most commercial-bank assets are being carried at
much greater value than they are truly worth."

According to WSJ, Golden West's former CEO, Herb Sandler, said
that too much blame is being placed on the company. Losses on the
Golden West portfolio over a one-year period ending
June 30, 2008, "paled" compared to losses at Wachovia, WSJ states,
citing Mr. Sandler.  According to the report, Mr. Sanlder said
that other missteps, like an alleged telemarketing scam that
Wachovia had to settle in April 2008 for as much as $144 million,
show that the Wachovia management "had lost control of the
company."

                    About Wachovia Corporation

Based in Charlotte, North Carolina, Wachovia Corporation (NYSE:WB)
-- http://www.wachovia.com/-- is one of the nation's diversified  
financial services companies, with assets of
$812.4 billion at June 30, 2008.  Wachovia provides a broad range
of retail banking and brokerage, asset and wealth management, and
corporate and investment banking products and services to
customers through 3,300 retail financial centers in 21 states from
Connecticut to Florida and west to Texas and California, and
nationwide retail brokerage, mortgage lending and auto finance
businesses.  Clients are served in selected corporate and
institutional sectors and through more than 40 international
offices.  Its retail brokerage operations under the Wachovia
Securities brand name manage more than
$1.1 trillion in client assets through 18,600 registered
representatives in 1,500 offices nationwide.  Online banking is
available at wachovia.com; online brokerage products and services
at wachoviasec.com; and investment products and services at
evergreeninvestments.com.

Wachovia is exposed to large mortgage losses as a result of its
2006 purchase of mortgage lender Golden West Financial Corp.,
according to The Wall Street Journal.  The company, WSJ stated,
now believes total losses for Golden West's payment option loan
portfolio could eventually reach 12%, up from previous forecasts.

Wachovia has lowered its second-quarter results to account for a
possible legal settlement.  Wachovia said its second-quarter net
loss will be $9.11 billion instead of $8.86 billion.  It has
disclosed a $500 million pretax increase to legal reserves.
Wachovia has also disclosed plans to lay off 6,950 people to
reduce expenses.

As reported in the Troubled Company Reporter on Oct. 8, 2008,
Fitch has upgraded Wachovia's IDR to 'A+' from 'BB-' and placed it
on Rating Watch Positive, along with the 'A+' senior debt of
Wachovia and subsidiaries, following Wells Fargo & Company's
definitive agreement to acquire Wachovia Corporation and
subsidiaries.

As reported in the Troubled Company Reporter on Oct. 1, 2008,
Standard & Poor's Ratings Services placed all its ratings on
Wachovia Corp. and Wachovia Bank on CreditWatch with negative
implications.  S&P also lowered its DRD Series J and K
and convertible preferred stock Series L ratings on Wachovia
Corporation to 'BB' from 'A-', as these securities will not be
acquired and will continue to reside with the new Wachovia.


WASHINGTON MUTUAL: Wilmington Trust to Serve in Creditors Panel
---------------------------------------------------------------
Wilmington Trust said that, in its capacity as indenture trustee,
it has been appointed by the U.S. Trustee to serve as a member of
the official unsecured creditors' committee for holders of $43
million of debt guaranteed by Washington Mutual, Inc.

In this role, Wilmington Trust provides trustee and administrative
services for some creditors of Washington Mutual.  Wilmington
Trust is paid a fee for these services, which are specified in
documents that govern the trust.  Wilmington Trust has no credit
or investment exposure to Washington Mutual in either its loan or
investment securities portfolios.  Through its Corporate Client
Services business, Wilmington Trust is a leading provider of
institutional trustee, agency, and administrative services.

"Our appointment in this case reflects our position as a premier
provider of trustee and administrative services for corporate
clients," said Ted T. Cecala, Wilmington Trust’s chairman and
chief executive officer.  "We receive engagements such as this
because, unlike investment banks that perform trustee services, we
do not have lending or securities underwriting conflicts of
interest.  Washington Mutual, Inc.'s bankruptcy filing does not
affect our balance sheet or bottom line, and it poses no credit or
investment risk to us."

                       About Wilmington Trust

Wilmington Trust Corporation is a financial services holding
company that provides Regional Banking services throughout the
mid-Atlantic region, Wealth Advisory Services for high-net-worth
clients in 36 countries, and Corporate Client Services for
institutional clients in 86 countries.  Its wholly owned bank
subsidiary, Wilmington Trust Company, which was founded in 1903,
is one of the largest personal trust providers in the United
States and the leading retail and commercial bank in Delaware.  
Wilmington Trust Corporation and its affiliates have offices in
Arizona, California, Connecticut, Delaware, Florida, Georgia,
Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New York,
Pennsylvania, South Carolina, Vermont, the Cayman Islands, the
Channel Islands, London, Dublin, Frankfurt, Luxembourg, and
Amsterdam.

                     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)


WING HENG: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Wing Heng Inc.
        dba LaQuinta Hotel
        448 University Avenue W.
        St. Paul, MN 55103

Bankruptcy Case No.: 08-35466

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: October 21, 2008

Court: District of Minnesota (St Paul)

Judge: Robert J. Kressel

Debtor's Counsel: Matthew L. Fling, Esq.
                  fling@pro-ns.net
                  The Law Offices of Matthew Fling
                  4018 West 65th Street, Suite 100
                  Edina, MN 55435
                  Tel: (952) 926-5337

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Cheng-Heing Inc.               trade debt        $705,714
Attn: Najib Mailyatar
448 University Ave. W
St. Paul, MN 55103
Tel: (651) 455-3600

Integrity Work Construction    trade debt        $80,344
Attn: Joe Rodriguez
3350 Lester Ave.
Hastings, MN 55033
Tel: (651) 428-0131

J-Z Electric Inc.              trade debt        $69,730
Attn: Nick Zagaros
2525 Nevada Avenue N.
Golden Valley, MN 55427
Tel: (763) 545-2002

The Mahoney Group              trade debt        $20,000

La Quinta Franchising LLC      trade debt        $19,000

NewMech Companies Inc.         trade debt        $15,725

Standard Textile               trade debt        $13,018

Vingard Time Lox               trade debt        $9,228

All City Elevator Inc.         trade debt        $8,768

Milwaukee Casualty Insurance   trade debt        $7,158

Guest Supply Inc.              trade debt        $6,769

QuiltCraft                     trade debt        $4,926

A-Z Painting                   trade debt        $4,073

Focus Electric                 trade debt        $3,603


WM WRIGLEY: Moody's Withdraws Ratings on Voluntary SEC Delisting
----------------------------------------------------------------
Moody's Investors Service withdrew all public debt ratings of the
Wm. Wrigley Jr. Company following the company's termination of all
its securities registrations with the Securities and Exchange
Commission.

Wrigley will no longer be required to file reports with the SEC
and is not expected to furnish financial reports to Moody's in the
foreseeable future for the purpose of maintaining public debt
ratings.

The voluntary delistings follow Wrigley's completion of its merger
with Mars, Incorporated on October 6, 2008.

Ratings withdrawn:

  -- Corporate family at Ba2;
  -- Probability of default at Ba2;
  -- Senior unsecured debt at Ba2/LGD4;
  -- Senior unsecured shelf at (P)Ba2;
  -- Subordinated shelf at (P)Ba3;
  -- Preferred shelf at (P)B1;
  -- Short term debt at Not prime.

Wrigley, based in Chicago, Illinois, is a leading global
confectionery products company and the largest manufacturer of
chewing gum in the world.  Wrigley's products are sold in over 180
countries. Key brands include: Doublemint, Juicy Fruit, Orbit,
Extra, Airwaves, Eclipse, Altoids and Life Savers. Net revenues in
fiscal 2007 totaled $5.4 billion.

Mars, headquartered in McLean, Virginia, is a family owned leading
producer of confectionery, food, and pet care products.  Mars
operates in over 66 countries.  Key brands include Dove, M&M's,
and Snickers confectionery products, Uncle Ben's rice, and
Pedigree and Whiskas pet care products.  The company's global
sales are $22 billion annually.


WM WRIGLEY: S&P Withdraws BB+ Corp. Credit Rating at Co.'s Request
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB+' long-term
corporate credit rating and other ratings on Chicago, Illinois-
based Wm. Wrigley Jr. Co. at the company's request.  On Oct. 20,
2008, Wrigley filed a Form 15, indicating it would no longer file
with the SEC.  There are 85 bondholders of the notes due 2010 and
83 bondholders of the notes due 2015.


WORLDSPACE INC: Gains Access to $2M in Interim Dip Financing
------------------------------------------------------------
WorldSpace(R), Inc., received approval of the United States
Bankruptcy Court in Delaware for the first part of an interim
Debtor-in-Possession (DIP) financing in an amount up to $2
million, which will enable the Company to meet payroll obligations
to critical employees and commence a process to sell the Company
or its assets.

The Company, along with its U.S. subsidiaries WorldSpace Systems
Corporation and AfriSpace, Inc., filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court in Delaware on Friday, October 17, 2008. In
accordance with the terms of the DIP financing facility for which
the Company has received initial court approval and intends to
seek further approvals in the coming weeks, the Company has
commenced a process to market and sell the Company or its assets,
or complete an alternative restructuring transaction.

The Bank Street Group LLC -- http://www.bankstreetgroup.com-- has  
been appointed as the Company's financial advisor in support of
the sale and/or restructuring process and all interested parties
should contact Bank Street (Gary Grant, ggrant@bankstreetgroup.com
or Richard Lukaj, rlukaj@bankstreetgroup.com) for further
information.

In other announcements, WorldSpace appointed Robert Schmitz of
Quest Turnaround Advisors, LLC as its Chief Restructuring Officer
reporting to Chairman and Chief Executive Officer Noah Samara to
assist the Company through an orderly sale or recapitalization
process.

WorldSpace India, a wholly owned independent business unit
operating in the market where most of the Company's customers are
located and revenues are generated, has not filed for protection
from its creditors and continues its business activities in the
ordinary course.

WorldSpace 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.

The holders of the Company's existing senior secured and
convertible notes have agreed to provide, subject to the
satisfaction of certain conditions, a DIP financing facility of up
to $13 million for a period of 90 days in order to facilitate a
sale transaction. 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.

WorldSpace, Inc. (WSI) -- http://www.1worldspace.com/-- was  
organized on July 29, 1990, and incorporated in the State of
Maryland on November 5, 1990. WorldSpace, Inc. and Subsidiaries is
engaged in the design, development, construction, deployment and
financing of a satellite-based radio and data broadcasting
service, which serve areas of the world where traditional
broadcast media or internet services are limited. The Company,
which operates in 10 countries, has one satellite in orbit over
Africa, another over Asia and a completed third satellite
currently in storage. This satellite, which can be used to replace
either of the Company’s two operational satellites may also be
modified and launched to provide DARS in Western Europe.

The Debtor and two of its affiliates filed for Chapter 11
bankruptcy protection on Oct. 17, 2008 (Bankr. D.Del., Case No.
08-12412 - 08-12414).  Laura Davis Jones, Esq., at                   
Pachulski Stang Ziehl & Jones, LLP, and Shearman & Sterling LLP,
are the Debtors' counsel.  When the Debtors filed for bankruptcy,
they listed total assets of $307,382,000 and total deebts of
$2,122,904,000.


WP HICKMAN: Court Okays Campbell & Levine as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
granted W.P. Hickman Systems, Inc., permission to employ Campbell
& Levine, LLC, as bankruptcy counsel, nunc pro tunc Oct. 2, 2008.

The Firm will, among other things, advise the Debtors on their
powers and duties as debtors-in-possession in the operation of
their businesses and management of their assets.

             Douglas A. Campbell             $450
             Stanley E. Levine               $450
             David B. Salzman                $450
             Mark S. Frank                   $375
             Jonathan G. Babyak              $375
             Philip E. Milch                 $400
             Ronald B. Roteman               $315
             Shannon M. Clougherty           $275
             Kenneth L. Dorsney              $275
             Erik Sobkiewicz                 $350
             Paul J. Cordaro                 $280
             Aurelius Robleto                $175
             Kathleen Campbell Davis         $275
             Fred Rapone                     $275
             Marla R. Eskin                  $385
             Michele Kennedy                 $125
             Suzanne D. Schreiber            $110

David B. Salzman, a member at the Firm, assured the Court of the
Firm's disinterestedness and that the firm doesn't represent any
interest adverse to the Debtors' estates or the Debtors'
creditors.

Solon, Ohio-based W.P. Hickman Systems, Inc. --
http://www.wphickman.com/-- offers commercial roofing products.   
The Debtors engage in providing services to the federal government
through its GSA certification and are involved in major buying
groups including Sodexho-USA, Horizon Resource Group and U.S
Community Services.  The company and its affiliates filed for
Chapter 11 protection on Oct. 2, 2008 (Bankr. W. D. Pa. Case No.
08-26591).  Paul J. Cordaro, Esq., at Campbell & Levine LLC
represents the Debtors in their restructuring efforts.  

W.P. Hickman listed assets of $10 million to $50 million and debts
of $10 million to $50 million.


WP HICKMAN: Seeks Court OK to Hire Marsalese as Special Counsel
---------------------------------------------------------------
W.P. Hickman Systems, Inc., and its affiliates seek the U.S.
Bankruptcy Court for the Western District of Pennsylvania's
permission to employ Marsalese Law Group, PLLC as Special
Counsel, nunc pro tunc Oct. 2, 2008.

The Firm will, among other things, take all necessary action to
protect, preserve, and enhance the Debtors' estates, including the
prosecution of actions on behalf of the Debtors, the defense of
any actions commenced against the Debtors, negotiations concerning
all litigation in which the Debtors are involved, and objection to
claims filed against the Debtors' estates.

Michael P. Marsalese, Esq., the managing at the Firm, will charge
the Debtors $450 per hour.

Mr. Marsalese assures the Court of the Firm's disinterestedness.  
The Debtors tell the Court that the Firm doesn't represent or hold
any interest adverse to the Debtors or to their estates.

A hearing on the Debtors' request is set for Nov. 18, 2008, at
1:30 p.m.  

Solon, Ohio-based W.P. Hickman Systems, Inc. --
http://www.wphickman.com/-- offers commercial roofing products.   
The Debtors engage in providing services to the federal government
through its GSA certification and are involved in major buying
groups including Sodexho-USA, Horizon Resource Group and U.S
Community Services.  The company and its affiliates filed for
Chapter 11 protection on Oct. 2, 2008 (Bankr. W. D. Pa. Case No.
08-26591).  Paul J. Cordaro, Esq., at Campbell & Levine LLC
represents the Debtors in their restructuring efforts.  

W.P. Hickman listed assets of $10 million to $50 million and debts
of $10 million to $50 million.


* Proskauer Rose Creates Economic Crisis Response Group
-------------------------------------------------------
Proskauer Rose LLP formed a multi-disciplinary response group to
counsel and respond to clients affected by the turmoil in the
world's financial markets and institutions, as well as to monitor,
analyze and disseminate information on new developments as they
arise.

The firm's Economic Crisis Response Group includes lawyers with
experience representing private and public companies,
institutional investors, financial services companies, hedge
funds, lenders, commercial banks and individuals in the complex
and interrelated areas impacted by the financial situation,
including the new legislation and implementing rules being
enacted well as investigations being pursued by Congress, the
Securities and Exchange Commission and other government and
regulatory bodies.

"The current cycle of massive de-leveraging, institutional stress
and government intervention in the world's financial markets is
advancing at a frantic pace, making it imperative for businesses
to have counsel who are integrating their resources to not only
provide advice on how to proceed through this crisis, but how to
anticipate problems and protect themselves as disputes and
conflicts arise," Stephen L. Ratner, co-head of Proskauer's
Financial Services Practice, said.  "This initiative also
encompasses our litigation capabilities, particularly as they
pertain to complex financial instruments and transactions, well
as a broad range of other areas such as corporate governance and
defense, insurance coverage, reductions in force and other
employment and benefit-related issues, securities regulation
and bankruptcy and restructuring matters."

In addition to Mr. Ratner, who is also a member of Proskauer's
executive committee, the coordinators of the Economic Crisis
Response Group include partners Jeffrey A. Horwitz, co-head of
the firm's Mergers & Acquisitions Group, Bruce L. Lieb, a member
of the firm's executive committee and longtime leader in private
equity and corporate and securities transactions, and David W.
Tegeler, co-head of the firm's Private Investment Funds Group.

                       About Proskauer Rose

Proskauer Rose LLP, -- http://www.proskauer.com/-- founded in    
1875, is an international law firm providing a wide variety of
legal services to clients worldwide from offices in Boca Raton,
Boston, Chicago, London, Los Angeles, New Orleans, New York,
Newark, Paris, Sao Paulo, and Washington, D.C.  The firm has wide
experience in all areas of practice important to businesses and
individuals including corporate finance, mergers and acquisitions,
general commercial litigation, corporate governance matters,
conducting internal corporate investigations, white collar
criminal defense, private equity and fund formation, patent and
intellectual property litigation and prosecution, labor and
employment law, real estate transactions, bankruptcy and
reorganizations, trusts and estates, and taxation.  Its clients
span industries including chemicals, entertainment, financial
services, health care, information technology, insurance,
Internet, lodging and gaming, manufacturing, media and
communications, pharmaceuticals, real estate investment, sports,
and transportation.


* Garden City Expands Capabilities w/ Addition of Two Team Members
------------------------------------------------------------------
Jeffrey N. Leibell, Esq., CPA, and Kay E. Sickles, Esq. have
joined The Garden City Group, Inc. (GCG) the recognized leader in
class action administration, legal notification programs and
Chapter 11 business reorganization.

Mr. Leibell, a nationally recognized expert in class action
litigation and settlement and a published author, spent thirteen
years at Bernstein Litowitz Berger& Grossmann LLP, one of the
nation's leaders in representing institutional and other investors
in securities fraud and derivative litigation. Most recently he
was the partner responsible for negotiating the terms of
documenting and administering Bernstein Litowitz's class action
settlements. In that role Leibell was responsible for effecting
and administering over $13.5billion in class action recoveries,
most notably in such high profile cases as: In re WorldCom Inc.
Securities Litigation; In re Nortel Networks Corp. Securities
Litigation; Ohio Public Employees Retirement System v. Freddie
Mac; In re Williams Securities Litigation; In re Bristol-Myers
Squibb Co. Securities Litigation; and In re Refco, Inc. Securities
Litigation.

Mr. Leibell also has worked closely with the Securities and
Exchange Commission having coordinated joint claims administration
and distributions in connection with, among others, the Bristol-
Meyers Squibb settlement. He has also developed highly complex
plans of allocation, including in settlements that involved
multiple securities with different federal securities claims
against different settling defendants for varying claims periods.
"I could have gone to various firms," said Mr. Leibell "but I
chose GCG because, as a former client, I knew that GCG provides
the highest level of service in the industry. I saw firsthand the
results this team achieved on the Worldcom matter -- the Court had
to be impressed with an audit result of 99.97% processing accuracy
-- I know I was."

A Certified Public Accountant, Leibell received his B.S., cum
laude, in Accounting from Brooklyn College of the City University
of New York, and a J.D. from Columbia University, where he was the
Senior Notes Editor of the Columbia Business Law Review and a
Harlan Fiske Stone Scholar. Prior to attending law school, Leibell
spent over ten years as an auditor for Deloitte & Touche LLP,
where he audited "Fortune 500" and other companies. He is a member
of the New York, and American Bar Associations and is admitted to
practice in New York; the United States District Courts for the
Southern and Eastern Districts of New York, the Eastern District
of Michigan, the District of Colorado; and the United States Court
of Appeals for the Second, Third, Fourth and Sixth Circuits.

Ms. Sickles comes to GCG after nearly six years with Schiffrin
Barroway Topaz & Kessler, LLP, where she was a Partner/Department
Head in charge of its securities settlements. In that capacity,
Sickles was one of a handful of attorneys across the country
specializing in the settlement process for class action litigation
and handled more than 75 settlements, including In re Tyco
International Ltd. Securities Litigation, In re Delphi Securities
Derivative and ERISA Litigation, and In re Tenet Healthcare
Corporation Securities Litigation. Prior to joining Schiffrin
Barroway Topaz & Kessler, LLP, Sickles was a Complex Litigation
Associate at Sandals & Langer, LLP, where she handled all phases
of ERISA, Antitrust, Consumer, and RICO class actions. Ms. Sickles
brings a decade of class action litigation experience, which she
will draw upon in advising both GCG and its clients. According to
Sickles, "I am committed to applying the expertise gained through
10 years' experience as a class action litigator for the benefit
of GCG and its clients."

Ms. Sickles received her J.D. from the University of Pennsylvania
School of Law in 1994, and graduated with honors with a B.A. in
history from Colgate University in 1991. She has been admitted to
practice in Pennsylvania, New Jersey, the Eastern District of
Pennsylvania, and the United States Court of Appeals for the
Seventh and Ninth Circuits. In 2005, 2006 and 2007, Sickles was
named a "Pennsylvania Rising Star" by Pennsylvania Super Lawyers
and Philadelphia Magazine. Ms. Sickles is a member of the
Philadelphia and American Bar Associations.

"Jeff's and Kay's decision to join GCG is further validation of
our market leadership," said GCG Chief Executive Officer David
Isaac. "Adding Jeff and Kay to our experienced team further
guarantees clients' 'peace of mind'."

"No one in the industry can bring GCG's resources to national and
international class action cases," said Neil L. Zola, GCG
president and chief operating officer. "Having worked closely with
Jeff and Kay for many years, I know they are two of the top class
action attorneys in the country. Their addition to GCG further
distinguishes us from the competition."

The Garden City Group, Inc. -- http://www.gardencitygroup.com-- a  
subsidiary of Crawford & Company, administers class action
settlements, designs legal notice programs, manages Chapter 11
administrations, and provides expert consultation services.

Based in Atlanta, Georgia, Crawford & Company --
http://www.crawfordandcompany.com-- is the world's largest  
independent provider of claims management and related solutions to
the risk management and insurance industry as well as self-insured
entities, with a global network of more than 700 locations in 63
countries. Major service lines include property and casualty
claims management; warranty inspections; integrated claims and
medical management for workers' compensation; legal settlement
administration, including class action and bankruptcy claims
administration; and risk management information services. The
Company's shares are traded on the NYSE under the symbols CRDA and
CRDB.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Scampi, Inc.
      aka Russell's Steakhouse
      aka Russell Steak & Sea Food House
   Bankr. N.D. N.Y. Case No. 08-62457
      Chapter 11 Petition Filed October 8,2008
         See http://bankrupt.com/misc/nynb08-62457.pdf

In Re Thomas Hillside, LLC
   Bankr. C.D. Calif. Case No. 08-27156
      Chapter 11 Petition Filed October 14,2008
         See http://bankrupt.com/misc/cacb08-27156.pdf

In Re The Washery, LLC
   Bankr. D. N.J. Case No. 08-29920
      Chapter 11 Petition Filed October 14,2008
         See http://bankrupt.com/misc/njb08-29920.pdf

In Re Canales Dyer Construction, Inc.
   Bankr. E.D. Tex. Case No. 08-42738
      Chapter 11 Petition Filed October 14,2008
         See http://bankrupt.com/misc/txeb08-42738.pdf

In Re Action Concrete, Inc.
   Bankr. N.D. Ga. Case No. 08-22942
      Chapter 11 Petition Filed October 15,2008
         See http://bankrupt.com/misc/ganb08-22942.pdf

In Re Janene Caracaus
   Bankr. D. Hawaii Case No. 08-01531
      Chapter 11 Petition Filed October 15,2008
         See http://bankrupt.com/misc/hib08-01531.pdf

In Re Sports Publishing, LLC
   Bankr. C.D. Ill. Case No. 08-91780
      Chapter 11 Petition Filed October 15,2008
         See http://bankrupt.com/misc/ilcb08-91780.pdf

In Re D&T Automotive Sales & Services Inc.
   Bankr. S.D. Ind. Case No. 08-12837
      Chapter 11 Petition Filed October 15,2008
         See http://bankrupt.com/misc/insb08-12837.pdf

In Re Symphony Homes, LLC
      dba Real Estate One/Symphony Homes
   Bankr. E.D. Mich. Case No. 08-34253
      Chapter 11 Petition Filed October 15,2008
         See http://bankrupt.com/misc/mieb08-34253.pdf

In Re Copy Quick, Inc.
   Bankr. D. N.J. Case No. 08-30024
      Chapter 11 Petition Filed October 15,2008
         See http://bankrupt.com/misc/njb08-30024.pdf

In Re Coi Shawn Gentzel & Helen Louise Gentzel
   Bankr. S.D. Ohio Case No. 08-59999
      Chapter 11 Petition Filed October 15,2008
         See http://bankrupt.com/misc/ohsb08-59999.pdf

In Re Gayle Holdings, LLC
   Bankr. D. Md. Case No. 08-23333
      Chapter 11 Petition Filed October 15,2008
         Filed as Pro Se

In Re SESJ, LLC
   Bankr. E.D. Va. Case No. 08-16358
      Chapter 11 Petition Filed October 15,2008
         Filed as Pro Se

In Re KARMA LV1, LLC
   Bankr. D. Nev. Case No. 08-22102
      Chapter 11 Petition Filed October 15,2008
         Filed as Pro Se

In Re David Mark Faylor
   Bankr. C.D. Calif. Case No. 08-16549
      Chapter 11 Petition Filed October 15,2008
         Filed as Pro Se

In Re Jack Weichman
   Bankr. N.D. Ind. Case No. 08-23482
      Chapter 11 Petition Filed October 16,2008
         See http://bankrupt.com/misc/innb08-23482.pdf

In Re James & Gail Dougherty Enterprises, Inc.
      dba Char-House
   Bankr. E.D. Mich. Case No. 08-23096
      Chapter 11 Petition Filed October 16,2008
         See http://bankrupt.com/misc/mieb08-23096.pdf

In Re KM Investments of Harltand, LLC
   Bankr. E.D. Mich. Case No. 08-65367
      Chapter 11 Petition Filed October 16,2008
         See http://bankrupt.com/misc/mieb08-65367.pdf

In Re James F. Kamp & Geraldine M. Kamp
   Bankr. W.D. Penn. Case No. 08-26915
      Chapter 11 Petition Filed October 16,2008
         See http://bankrupt.com/misc/pawb08-26915.pdf

In Re Roger C. Lemasters & Delphia S. Lemasters
   Bankr. W.D. Penn. Case No. 08-26916
      Chapter 11 Petition Filed October 16,2008
         See http://bankrupt.com/misc/pawb08-26916.pdf

In Re B&J Creamery, Inc.
   Bankr. W.D. Penn. Case No. 08-26923
      Chapter 11 Petition Filed October 16,2008
         See http://bankrupt.com/misc/pawb08-26923.pdf

In Re Club Kpendecor
   Bankr. E.D. Penn. Case No. 08-16823
      Chapter 11 Petition Filed October 16,2008
         Filed as Pro Se

In Re Chuck's Calabash, Inc.
   Bankr. E.D. Va. Case No. 08-16379
      Chapter 11 Petition Filed October 16,2008
         See http://bankrupt.com/misc/vaeb08-16379.pdf

In Re Z Family Enterprises, LLC
   Bankr. D. Ariz. Case No. 08-14474
      Chapter 11 Petition Filed October 17,2008
         See http://bankrupt.com/misc/azb08-14474.pdf

In Re Bailey Auto Body, Inc.
      dba Conifer Auto Body & Paint
   Bankr. D. Colo. Case No. 08-26390
      Chapter 11 Petition Filed October 17,2008
         See http://bankrupt.com/misc/cob08-26390.pdf

In Re Mulhall Acquisitions, LLC
   Bankr. D. Conn. Case No. 08-33377
      Chapter 11 Petition Filed October 17,2008
         See http://bankrupt.com/misc/ctb08-33377.pdf

In Re McConcrete Construction, Inc.
   Bankr. C.D. Ill. Case No. 08-91789
      Chapter 11 Petition Filed October 17,2008
         See http://bankrupt.com/misc/ilcb08-91789.pdf

In Re Bagasse USA, LLC
   Bankr. W.D. La. Case No. 08-51212
      Chapter 11 Petition Filed October 17,2008
         See http://bankrupt.com/misc/lawb08-51212.pdf

In Re River Valley Power Equipment, Inc.
   Bankr. D. Minn. Case No. 08-35413
      Chapter 11 Petition Filed October 17,2008
         See http://bankrupt.com/misc/mnb08-35413.pdf

In Re First Resource Title Agency LLC
   Bankr. D. N.J. Case No. 08-30235
      Chapter 11 Petition Filed October 17,2008
         See http://bankrupt.com/misc/njb08-30235.pdf

In Re Catskill Laser Tag, Inc.
   Bankr. S.D. N.Y. Case No. 08-23514
      Chapter 11 Petition Filed October 17,2008
         See http://bankrupt.com/misc/nysb08-23514.pdf

In Re Pickens Corp.
   Bankr. W.D. N.Y. Case No. 08-14597
      Chapter 11 Petition Filed October 17,2008
         See http://bankrupt.com/misc/nywb08-14597.pdf

In Re Niagara Street Properties, Ltd.
   Bankr. W.D. N.Y. Case No. 08-14621
      Chapter 11 Petition Filed October 17,2008
         See http://bankrupt.com/misc/nywb08-14621.pdf

In Re KDM Development, Inc.
   Bankr. N.D. Ga. Case No. 08-80959
      Chapter 11 Petition Filed October 17,2008
         Filed as Pro Se

In Re Nevada Tax Planners, Inc.
   Bankr. D. Nev. Case No. 08-22167
      Chapter 11 Petition Filed October 17,2008
         Filed as Pro Se

In Re Galca Mexican Food, Inc.
      dba Del Comal Tortilla Factory
   Bankr. S.D. Texas Case No. 08-36666
      Chapter 11 Petition Filed October 17,2008
         See http://bankrupt.com/misc/txsb08-36666.pdf

In Re Tri-State Land Surveyors, Inc.
   Bankr. M.D. Fla. Case No. 08-06437
      Chapter 11 Petition Filed October 19,2008
         See http://bankrupt.com/misc/flmb08-06437.pdf

In Re Paul Buxton & Marilyn Buxton
   Bankr. S.D. Fla. Case No. 08-25571
      Chapter 11 Petition Filed October 19,2008
         See http://bankrupt.com/misc/flsb08-25571.pdf

In Re Debtor ElevenTest
   Bankr. S.D. Tex. Case No. 99-11111
      Chapter 11 Petition Filed October 19,2008
         Filed as Pro Se

In Re DNA General Contracting Co.
   Bankr. N.D. Ill. Case No. 08-28139
      Chapter 11 Petition Filed October 20,2008
         See http://bankrupt.com/misc/ilnb08-28139.pdf

In Re David Taylor & Michelle Taylor
   Bankr. S.D. Ind. Case No. 08-13018
      Chapter 11 Petition Filed October 20,2008
         See http://bankrupt.com/misc/insb08-13018.pdf

In Re Grand Orleans Ventures, LLC
   Bankr. W.D. Mich. Case No. 08-09261
      Chapter 11 Petition Filed October 20,2008
         See http://bankrupt.com/misc/miwb08-09261.pdf

In Re Forbes Transport, LLC
   Bankr. E.D. N.C. Case No. 08-07297
      Chapter 11 Petition Filed October 20,2008
         See http://bankrupt.com/misc/nceb08-07297.pdf

In Re Charles Williams
   Bankr. N.D. Calif. Case No. 08-46008
      Chapter 11 Petition Filed October 20,2008
         Filed as Pro Se

In Re P&E Enterprises, Inc.
   Bankr. M.D. Tenn. Case No. 08-09677
      Chapter 11 Petition Filed October 20,2008
         Filed as Pro Se

In Re Neighbors Mortgage, Inc.
   Bankr. D. Utah Case No. 08-27195
      Chapter 11 Petition Filed October 20,2008
         Filed as Pro Se

In Re Gregory William Elliott, Jr.
      aka Gregory William Elliott
   Bankr. N.D. Ill. Case No. 08-28136
      Chapter 11 Petition Filed October 20,2008
         Filed as Pro Se

In Re Dee M. L'Archeveque
   Bankr. C.D. Calif. Case No. 08-24453
      Chapter 11 Petition Filed October 21,2008
         See http://bankrupt.com/misc/cacb08-16710.pdf

In Re YV Estates, LLC
   Bankr. C.D. Calif. Case No. 08-16710
      Chapter 11 Petition Filed October 21,2008
         See http://bankrupt.com/misc/cacb08-16710.pdf

In Re Dee M. L'Archeveque
   Bankr. C.D. Calif. Case No. 08-24453
      Chapter 11 Petition Filed October 21,2008
         See http://bankrupt.com/misc/cacb08-24453.pdf

In Re Joy Rosenthal
   Bankr. D. Conn. Case No. 08-51027
      Chapter 11 Petition Filed October 21,2008
         See http://bankrupt.com/misc/ctb08-51027.pdf

In Re Mid-Florida Trust and Properties, Inc.
   Bankr. M.D. Fla. Case No. 08-06473
      Chapter 11 Petition Filed October 21,2008
         See http://bankrupt.com/misc/flmb08-06473.pdf

In Re James C. Sanderson, M.D., LLC
   Bankr. M.D. Fla. Case No. 08-16386
      Chapter 11 Petition Filed October 21,2008
         See http://bankrupt.com/misc/flmb08-16386.pdf

In Re J. D. Hunter & Associates, Inc. dba Hunter Executive Suites
(Trade Name)
   Bankr. N.D. Ill. Case No. 08-28344
      Chapter 11 Petition Filed October 21,2008
         See http://bankrupt.com/misc/ilnb08-28344.pdf

In Re ABKJJT, LLC
   Bankr. D. Mass. Case No. 08-17960
      Chapter 11 Petition Filed October 21,2008
         See http://bankrupt.com/misc/mab08-17960.pdf

In Re Green Papaya, Inc.
   Bankr. D. Md. Case No. 08-23652
      Chapter 11 Petition Filed October 21,2008
         See http://bankrupt.com/misc/mdb08-23652.pdf

In Re Albenco, Inc.
   Bankr. D. Maine Case No. 08-11113
      Chapter 11 Petition Filed October 21,2008
         See http://bankrupt.com/misc/meb08-11113.pdf

In Re Sugar Brook Farm, Inc.
   Bankr. D. Minn. Case No. 08-51017
      Chapter 11 Petition Filed October 21,2008
         See http://bankrupt.com/misc/mnb08-51017.pdf

In Re Midwest Vehicle Professionals, Inc.
   Bankr. D. Neb. Case No. 08-42492
      Chapter 11 Petition Filed October 21,2008
         See http://bankrupt.com/misc/neb08-42492.pdf

In Re Premier Asset Holdings, LLC
   Bankr. D. Neb. Case No. 08-42493
      Chapter 11 Petition Filed October 21,2008
         See http://bankrupt.com/misc/neb08-42493.pdf

In Re Jim Tee's, Inc.
   Bankr. E.D. Okla. Case No. 08-81390
      Chapter 11 Petition Filed October 21,2008
         See http://bankrupt.com/misc/okeb08-81390.pdf

In Re Iqbal Singh & Pinky Sangha
   Bankr. W.D. Penn. Case No. 08-27018
      Chapter 11 Petition Filed October 21,2008
         See http://bankrupt.com/misc/pawb08-27018.pdf

In Re Tidewater Lodging Group, LLC
   Bankr. S.D. Fla. Case No. 08-25694
      Chapter 11 Petition Filed October 21,2008
         Filed as Pro Se

In Re Treviso By The Sea Joint Venture, LLC
   Bankr. S.D. Fla. Case No. 08-25698
      Chapter 11 Petition Filed October 21,2008
         Filed as Pro Se

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Julybien D. Atadero, Sheryl Joy P. Olano, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Joseph Medel C. Martirez,
Ma. Cristina I. Canson, Christopher G. Patalinghug, and Peter A.
Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

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