TCR_Public/081029.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, October 29, 2008, Vol. 12, No. 258

                             Headlines



4S DEVELOPMENT: Files Disc. Statement to Reorganization Plan
ACE SECURITIES: Moody's Lowers Three Certs. Ratings to 'C'
ADVANCED HOMECARE: Moody's Lifts Ratings After Company Progress
ADVANCED MICRO: Names Bod Rivet as Chief Operations Officer
AIRCRAFT FINANCE: S&P Cuts Cl. A-2 Notes Rtng to 'BB-' from 'BB+'

ALLIANCE BANCORP: Moody's Cuts Ratings on Six Certificate Classes
AMERICAN HOME: Moody's Trims Rtngs on Two Classes of Certificates
AMERICAN TECHNOLOGIES: Shareholders Okay Omaha Sale to Laurus
AMERICHIP INTERNATIONAL: Chairman W. Conlin Named CEO
ANTHRACITE CRE: S&P Puts 19 Trusts Ratings Under Negative Watch

ARCHWAY COOKIES: Wants Sale Bidding Procedures Approved
ARQ TEK: Case Summary & 20 Largest Unsecured Creditors
ASCENDIA BRANDS: Court OKs Auction, to Hold Sale Hearing Oct. 29
BAYWOOD INTERNATIONAL: Taps Mayer Hoffman McCann as Accountant
BEAR STERNS: Fitch Affirms Low-B Rating on Six Cert. Classes

BETTER BODIES: Case Summary & 20 Largest Unsecured Creditors
BIRCH MOUNTAIN: Ernst & Young LLP Quits as Auditor
BONSO ELECTRONICS: Nasdaq to Delist Securities on October 30
CABELA'S CREDIT: Moody's Reviews 23 Notes Ratings for Likely Cut
CABELA'S CREDIT: Moody's Reviews 23 Notes Ratings for Likely Cut

CENTENNIAL COMMS: Fitch Upgrades Issuer Default Rating to B
CENTURYTEL INC: Moody's Keeps '(P)Ba1' Rating Under Review
CHAI HAWAII: Court Okays Focus Management as Financial Advisor
CIENA CAPITAL: Committee Taps Hahn & Hessen as Counsel
CITY CAPITAL: To Acquire InfoMind Inc.'s Assets for $50,000

COLONIAL CAPITAL: Fitch Cuts Preferred Stock Ratings to 'BB+'
COMPUCREDIT CREDIT: Moody's Puts 20 Notes Ratings Under Review
COPERNIC INC: Has Until March 19 to Comply with Bid Price Rule
COREL CORPORATION: Ends Sale Talks with Third Party
DANIEL T. FARKAS: Case Summary & Five Largest Unsecured Creditors

DELPHI CORP: Plan Filing Period Extended to January 31, 2009
DELPHI CORP: Committee, Equity Holders to Participate in Exit Loan
DELPHI CORP: Seeks 6-Month Extension of $4.35 Billion DIP Loan
DELPHI CORP: Seeks to Reinstate Fraud Claims Against Appaloosa
DERBES REALTY: Voluntary Chapter 11 Case Summary

DOMENIC MOTORS: Voluntary Chapter 11 Case Summary
DRS TECHNOLOGIES: S&P Lifts LT Corp. Credit Rating to BBB from BB-
EMPIRE LAND: Creditors' Panel Objects to Pachulski Stang Fees
ENRON CORP: EBS Ex-CEO Joseph Hirko Pleads Guilty to Wire Fraud
EPICEPT CORP: SEC Registers $50MM Securities for Sale

EQUISTAR CHEMICALS: LyondellBasell Amends Bridge Loan Agreement
EVERGREEN ENERGY: Gets Ave. Closing Price Non-Compliance Notice
FIELDSTONE MORTGAGE: Moody's Cuts Ratings on Worsening Performance
FORT DUQUESNE: Moody's Junks Rating on $400MM Class A-1B Notes
FRED LEIGHTON: Owner Says Jewelry Not Bankrupt Estate Property

FREESCALE SEMICONDUCTOR: 2 Board Members Named to Legal Committee
FREESCALE SEMICONDUCTOR: Board Adopts Deferred Stock Unit Deal
FREMONT GENERAL: Wins Jan. 30 Extension for Own Restructuring Plan
GANNETT CO: To Lay Off 10% of Staff After 33% Drop in Profit
GENERAL DATACOMM: Unit Inks $250K Receivable Sales Pact with CEO

GENERAL GROWTH: 2 Ind. Directors Assumes Senior Management Roles
GENERAL GROWTH: Sells L.V. Malls, Seeks Delay of $900M Mortgages
GENERAL GROWTH: Pres. & CEO's Resignation Cues Fitch's Ratings Cut
GEO GROUP: S&P Holds 'BB+' Rating on Proposed $100MM Debt Add-On
GLOBAL MOTORSPORT: Wants Plan Filing Period Extended to Dec. 2

GMAC LLC: Wants Access to Gov't Financial Rescue Plan
GOE LIMA: Court Extends Time to File Schedules to November 13
GOE LIMA: U.S. Trustee Appoints Five-Member Creditors Panel
GREENWICH CAPITAL: S&P Junks Rating on Class Q Certificates
GPS INDUSTRIES: New Mgt. Team Aims to Achieve Revenue Growth

GRANITE CITY: Gets $1-per-Share Criteria Non-Compliance Notice
HAIGHTS CROSS: Kevin McAliley Ceases as Executive Vice President
HAYES LEMMERZ: Car Production Slowdown Cues Fitch to Hold Ratings
HEARTLAND AUTOMOTIVE: Court Approves Agreement With BP Plc
HEXION SPECIALTY: Credit Suisse & Deutsche Won't Fund Merger

HOME EQUITY: Moody's Downgrades Ratings on 19 Cert. Transactions
HOST HOTELS: S&P Affirms Corporate Credit Rating at 'BB'
HUNTSMAN CORP: Credit Suisse & Deutsche Won't Fund Merger
HYDROGEN LLC: Appoints Triax Capital to Sell Cleantech Power
INFOSONICS CORP: NASDAQ Extends Compliance Period Until April 13

INGEARS CORP: Court Converts Case to Chapter 7 Liquidation
INPHONIC INC: Obtains Confirmation of Liquidating Plan
INTEREP NATIONAL: Court Converts Case to Chapter 7 Liquidation
IRWIN HOME: Moody's Lowers Ratings on 23 Certificate Transactions
JC REED: Says Chapter 11 Filing Not Due to Founder's Death

JEFFERSON COUNTY: To Make Payment on General Obligation Bonds
JEFFERSON COUNTY: To Vote on Another 30-Day Sewer-Debt Reprieve
JOHN MUMEY: Case Summary & 34 Largest Unsecured Creditors
JOHNSON BROADCASTING: Wants Schedules Deadline Extended to Dec. 1
JPMORGAN CHASE: S&P Lowers Ratings on Seven Classes of Certificate

KIDSPEACE INC: Moody's Junks Debt Rating; Remains Under Watchlist
KIRK PIGFORD: Wants to Employ Intracoastal Realty as Broker
KIRK PIGFORD: Files Emergency Motion to Use Cash Collateral
LANDMARK FBO: S&P Trims Rating to 'B-' on Reduced Liquidity
LEHMAN BROTHERS: Fitch Withdraws Ratings and All of Its Units

LINENS 'N THINGS: Picks DJM Realty To Market 371 Retail Stores
LIZ CLAIBORNE: Earnings Revision Cues S&P's Negative CreditWatch
MASTR SECOND: Poor Collateral Performance Cues Moody's Ratings Cut
METALDYNE CORP: Amendment Negotiations Cue Moody's Ratings Cut
METROMEDIA STEAKHOUSE: Interim Approval to Borrow Up $1MM Given

MORGAN STANLEY: S&P Affirms Ratings on 24 Classes of Certificates
MRS FIELDS: Chapter 11 Plan Effective Oct. 24
NASIR EBRAHIMI: Case Summary & 12 Largest Unsecured Creditors
NEUMANN HOMES: Court Approves Proofs of Claim Filing Deadlines
NEUMANN HOMES: Court OKs $12M Sale of Properties to Guaranty Bank

NEUROGEN CORP: Nasdaq Suspends $1 Minimum Bid Rule until May 29
NEW CENTURY: Moody's Trims Three Certs. Ratings on 'C' from 'Caa2'
NEWBURGH INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
NV TELEVISION: S&P Chips Credit Rating to 'B-'; Outlook Negative
ORBIT PETROLEUM: Amends Chapter 11 Petition, Names New Chief

OSCIENT PHARMACEUTICALS: NASDAQ Waives Action to Delist Security
PARCS-R MASTER: S&P Assigns 'CCC+' Rating on $19MM Unit Series
PAPPAS TELECASTING: Nov. 14 Hearing on Last 10 TV Stations Set
PETTERS CO: Accomplice Pleads Guilty to Money Laundering
PILGRIM'S PRIDE: S&P Trims Credit Rating on Likely Covenant Breach

PRIEST LAKE: Case Summary & 20 Largest Unsecured Creditors
PROELITE INC: Gets Default Notice from Showtime Network
PROVIDENCE SERVICE: S&P Puts 'B+' Credit Rating Under Neg. Watch
RED SHIELD: Court Approves $18.9 Million Plant Sale to Patriarch
ROBERT GAVIN: Voluntary Chapter 11 Case Summary

ROBERT MCDONALD: Case Summary & 20 Largest Unsecured Creditors
RYLAND GROUP: Posts $65.7MM Net Loss for Quarter Ended Sept. 30
SEMGROUP LP: Chapter 11 Examiner To Report Work Plan by Nov. 6
SEMGROUP LP: U.S. Trustee Forms Nine-Member Creditors Committee
SMARTIRE SYSTEMS: To Sell Business and Assets to Bendix

SPEEDWAY MOTORSPORTS: S&P Trims Rating to 'BB'; Removes Neg. Watch
SPHERIX INC: Nasdaq Waives Delisting Action Until January 16
SPRINT NEXTEL: Names Sven-Christer Nilsson to Board
STEVE WOODS: Case Summary & 19 Largest Unsecured Creditors
STOCKMANS BANK: Weiss Ratings Assigns "Very Weak" E- Rating

TEKOIL & GAS: Committee May Retain P&H as Bankruptcy Counsel
TEKOIL & GAS: Gulf Coast Taps William Roberts as Consultant
TEKOIL & GAS: Gulf Coast Taps Neligan Foley as Bankruptcy Counsel
TEKOIL & GAS: U.S. Trustee Appoints Five-Member Creditors Panel
TEKOIL & GAS: Court Extends Plan Filing Period to December 29

VAIL PLAZA: Files For Chapter 11 Bankruptcy in Colorado
VAIL PLAZA: Case Summary & 18 Largest Unsecured Creditors
VOLTARC TECHNOLOGIES: Case Summary & 20 Largest Unsec. Creditors
VONAGE HOLDINGS: Amends Conditions to Notes Purchase Offer
W.R. GRACE: Addresses Various Objections to Disclosure Statement

W.R. GRACE: Wants Sale of San Leandro, California Asset Approved
W.R. GRACE: Reports Results for 3rd Quarter ended September 30
WESTMORELAND COAL: Creates Unit to Realize Tax Credits
WORLDSPACE INC: Nasdaq to Suspend Trading of Stocks on Oct. 30

* U.S. Retail Sector Bracing for Grim Holiday Season, S&P Says

* Upcoming Meetings, Conferences and Seminars



                             *********

4S DEVELOPMENT: Files Disc. Statement to Reorganization Plan
------------------------------------------------------------
4S Development Ltd. LLP submitted to the U.S. Bankruptcy Court for
the District of Colorado a disclosure statement explaining its
plan of reorganization.  A hearing to approve the disclosure
statement is set for Dec. 4, 2008, at 1:30 p.m.  Objections are
due Nov. 20, 2008.

                   Means of Executing the Plan

The Debtor will continue to market and sell its lots or a
substantial real estate holdings in Routt County, Colorado, for
the benefit of the estate and its creditors.  The plan provides
for an orderly sale of its real property in the ordinary course of
business, the refinancing of all or a portion of the secured
indebtness at any time, or the sale of the project in a single
sale transaction.

                       Treatment of Claims

Class 1 priority claims will be paid in full.

The Class 2 allowed secured claim of Routt County Treasurer,
amounting to $1,770, will be allowed in its full amount and paid
with interest at the statutory rate.

The Class 3 allowed secured claim of The First State Bank of
Altus, totalling $5,478,340, will be paid in full by Dec. 31,
2010, provided the sale proceeds allow for such payment.

The Class 4 allowed secured claim of Robinson Construction
Company, which totalled $2,138,819, will be paid in full by
Dec. 31, 2010, based on a sale of real property securing its claim
or a refinance of the Debtor's secured indebtness.

The $300,000 Class 5 allowed secured claim of Juels Carlson and
the Sally A. Carlson Revocable Trust, the $75,000 Class 6 allowed
secured claim of John C. Doolittle and Roberta M. Doolittle Living
Trust, and the Class 7 allowed secured claim of Jack M. Horner
will be paid in full on Dec. 31, 2010, provided the sale proceeds
from the collateral securing these claims allow for such payment.

The Class 8 allowed secured claim of Wells Fargo Financial Leasing
Inc. in the amount of $30,000, will be paid in 60 equal monthly
installments of $629.32 until paid in full by no later than
Aug. 1, 2013.

The Class 9 allowed secured claim of Alpine Bank, totalling
$1,389,322, will be paid in full by Dec. 31, 2010, provided the
sale proceeds from the collateral securing these claims allow for
such payment.

Classes 10(a) and 10(b) consists of the allowed claims held by
unsecured creditors amounting to $10,761,588.  Class 10(a)
consists of general unsecured creditors of the Debtor.  Class
10(b) consists of those unsecured creditors who hold allowed
claims existing as a result of 4S's personal guaranty of debts
owed by Mountain Adventure Property Investments LLC.  Class 10(a)
and 10(b) will be paid a pro rata percentage of the net lot or
project proceeds after all senior creditors are paid in full,
until Class 10(a) and 10(b) claims have been paid in full, which
will occur by no later than Dec. 31, 2010.

Class 11 interest holders will retain their interests in the
Debtor notwithstanding the fact that most or all of the Debtor's
assets will be sold or refinance to pay creditors.

A full-text copy of the disclosure statement is available for free
at http://researcharchives.com/t/s?343f

                       About 4S Development

Headquartered in Hayden, Colorado, 4S Development Ltd, LLP
acquires and develops real estate.  The company filed for
Chapter 11 protection on Feb. 26, 2008 (Bankr.D.Co. Case No.
08-12162).  Philipp C. Theune, Esq. at Theune Law Offices, P.C.
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors it listed total
assets of $75,825,498 and total liabilities of $5,684,487.


ACE SECURITIES: Moody's Lowers Three Certs. Ratings to 'C'
----------------------------------------------------------
Moody's Investors Service has downgraded 4 certificates from a
transaction issued by ACE Securities Corp. Home Equity Loan Trust.  
The transaction is backed by second lien loans.  The certificates
were downgraded because the bonds' credit enhancement levels,
including excess spread and subordination were low compared to the
current projected loss numbers at the previous rating levels.

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

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2005-
SL1

  -- Cl. M-1, Downgraded to B3 from Aa2
  -- Cl. M-2, Downgraded to C from Baa1
  -- Cl. M-3, Downgraded to C from Ba3
  -- Cl. M-4, Downgraded to C from Caa2


ADVANCED HOMECARE: Moody's Lifts Ratings After Company Progress
---------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Advanced Homecare Holdings, Inc. to B2 from B3.  Concurrently
Moody's upgraded the first lien senior secured credit facility to
B1 from B2 and the second lien term loan to Caa1 from Caa2.  The
outlook for the ratings is stable.  The last rating action was
August, 2007 when Moody's assigned the original ratings in
connection with the acquisition of Advanced Homecare by Thoma
Cressey Bravo, Inc.

The upgrade to B2 from B3 reflects the progress the company has
demonstrated since the original ratings were assigned.  Over the
past year the company has: 1) successfully integrated several
companies acquired in 2006, 2007 and 2008; 2) established a track
record of operating as a combined entity; 3) demonstrated
deleveraging due to growth in revenue and EBITDA, achieved both
organically and through acquisitions; and 4) successfully operated
through Medicare reimbursement changes to home health care which
went into effect January 1, 2008.

The B2 rating reflects primarily the company's limited size and
geographic diversity, considerable financial leverage and Moody's
expectation that the company will continue to be acquisitive.  The
ratings also reflect risks typical of the home health industry
including: high exposure to Medicare and challenges hiring and
retaining qualified nurses and therapists, of which there are
nationwide shortages.  The ratings are supported by the stable,
recurring nature of home healthcare revenues, the strong
underlying fundamentals of the industry, and Advanced Homecare's
leading market positions in its key geographies.

Moody's upgraded these ratings:

  -- Corporate Family Rating, to B2 from B3
  -- $25 million First Lien Revolving Credit Facility due 2013, to
     B1, LGD3, 39% (from B2, LGD3, 40%)

  -- $106.5 million First Lien Term Loan B due 2014, to B1, LGD3,
     39% (from B2, LGD3, 40%)

  -- $29 million Second Lien Term Loan due 2015, to Caa1, LGD6,
     90% (Caa2, LGD6, 91%)

  -- Probability of Default Rating, to B2 from B3

The outlook is stable.

Advanced Homecare (doing business as Encompass Home Health),
headquartered in Dallas, Texas, provides home healthcare services
in the Texas, Oklahoma and New Mexico markets.  The company is the
market leader within its target markets.  For the twelve months
ended September 30, 2008 Advanced Homecare generated revenue of
approximately $140 million.


ADVANCED MICRO: Names Bod Rivet as Chief Operations Officer
-----------------------------------------------------------
Advanced Micro Devices Inc. disclosed in a Securities and Exchange
Commission filing the expansion of key executive roles.  Bob
Rivet, former executive vice president and chief financial
officer, was named chief operations and administrative officer.
Emilio Ghilardi, senior vice president and general manager of
sales for Europe, Middle East and Africa (EMEA), will assume the
role of chief sales officer at the beginning of 2009.

"With our recently-announced Asset Smart strategy, AMD is
accelerating our transformation to capitalize on our proven
expertise in both microprocessor and leading-edge graphics to
deliver the innovations that matter most to our customers," said
Dirk Meyer, AMD president and CEO.  "Placing these proven,
experienced leaders in expanded roles will strengthen our customer
relationships, enhance our execution and drive progress against
our corporate objectives.  Emilio brings more than 20 years of
computer sales and marketing experience that will help AMD
continue to strengthen and expand our global customer
relationships.  Bob's proven operational discipline and leadership
will help AMD evolve operationally as a smarter, more flexible
company."

Mr. Ghilardi, 50, will assume his new position as part of a
planned executive transition.  AMD's current Senior Vice President
and Chief Sales Officer Gustavo Arenas will transition into a role
focused exclusively on further strengthening AMD's global customer
and strategic relationships, one of his stated objectives when he
assumed the CSO role earlier this year.  Mr. Ghilardi will
continue in his current role until a replacement is announced.

                       About Advanced Micro

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

At June 28, 2008, the company's consolidated balance sheet showed
$9.8 billion in total assets, $8.1 billion in total liabilities,
$189 million in minority interest in consolidated subsidiaries,
and $1.5 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 12, 2008,
Fitch has affirmed these ratings on Advanced Micro Devices Inc.:
Issuer Default Rating at 'B-'; Senior unsecured debt at 'CCC/RR6'
and Rating Outlook at Negative.


AIRCRAFT FINANCE: S&P Cuts Cl. A-2 Notes Rtng to 'BB-' from 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A-2 notes issued by Aircraft Finance Trust to 'BB-' from 'BBB+'.  
In addition, S&P affirmed the 'B' rating on class A-1.  S&P
removed both the lowered and affirmed ratings from CreditWatch
with negative implications.  Additionally, S&P assigned a negative
outlook to both classes.

The downgrades primarily reflect S&P's view of ongoing value
declines in the transaction's portfolio, as well as the payment
priority mechanisms within the structure.  S&P also took into
account fuel prices that, while recently were reduced, are still
high by historical standards, and the rapidly slowing global
economy.  In addition, for the first time with respect to this
transaction, S&P used Standard & Poor's new proprietary cash flow
model to run stress tests, which also incorporated more
conservative assumptions.

As with other aircraft securitizations originated in the late
1990s to early 2000s, the fleet underlying this transaction has a
significant concentration of older aircraft designed in the 1980s-
-some of which, in S&P's view, are likely to become economically
obsolete earlier than S&P originally anticipated.  The weighted
average age of the fleet in the Aircraft Finance Trust
transaction, which was issued in 1999, is approximately 13.4
years.  These planes, which include older B737s and MD80s, are
less fuel-efficient than newer models, which led us to adjust
S&P's useful life and depreciation assumptions.

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

Although S&P used its new proprietary model in the analysis in
evaluating this transaction, S&P used the same methodology that it
used in its initial rating analysis of previous aircraft operating
lease pool securitizations.  As part of this analysis, S&P
reviewed various sets of cash flow stress tests designed to
capture the impact of a number of risk factors and their timing on
the cash flow S&P expects the 33 aircraft in the fleet to
generate.  These cash flow stress assumptions are consistent with
those applied to recent pooled aircraft asset-backed
securitizations and are more conservative than what S&P used when
this transaction was originally evaluated, reflecting sector
performance after 2000.

                     Typical Cash Flow Stresses
   
                                           Rating
                                        BBB(ii)   BB(ii)
Depression 1 start(i)
Depression 2 start                      2008-2012 2008-2012
Depression 3 start                      2021-2024 2021-2024
Length of depression (mos)              48        48
Lessee defaults - depression 1(i)
Lessee defaults - depression 2 & 3 (%)  48-57     42-48
Lease rate decline - depression 1(i)
Lease rate decline -  depression 2,3(%) 51-58     35-46
Repossession/remarketing time (mos)     7-9       4-6
Lease term - depression 1(i)
Lease term - depression 2 (mos)         36        36
Repossession costs (mil. $)             0.2-1.5   0.2-1.5

(i)At inception, S&P assumed that the securitization would
experience three economic depressions.  For midstream projections,
S&P assumes that the first depression has already taken place.  In
these cases, S&P runs the two remaining depressions for the life
of the transaction.  (ii)Rating stress analysis; not indicative of
the credit ratings assigned to the AFT notes.

The A-1 notes were not refinanced on the expected maturity date in
2004 and have an outstanding balance of $512.5 million.  
Amortization for the A-1 notes isn't scheduled to start until June
2009; although the A-1 notes will begin to receive an increasing
share of principal going forward, balance reduction of these notes
will be difficult given the current appraised value of the fleet
($550.9 million) and S&P's forecasted cash flows generated by the
planes in the securitization.

The A-2 notes have a significantly smaller outstanding balance
($78.76 million) compared with the A-1 notes and are currently
receiving all available principal payments.  However, as the A-1
notes start to amortize according to the extended pool factors in
June 2009, the payment mechanism within the structure that
allocates principal among subclasses will eventually divert the
majority of cash to pay down the A-1 notes, to the detriment of
the A-2 notes.

S&P's rating outlook for both classes is negative.  Although the
A-2 notes have a relatively small outstanding balance, S&P
believes that for these notes to sustain a 'BB-' rating threshold,
the A-2 tranche principal payments would need to be augmented by
additional principal repayments, such as from aircraft sales,
before payment priorities shift in favor of the A-1 notes.  S&P
believes aircraft sales at sufficiently high prices are unlikely
in current market conditions and therefore have a negative outlook
on this class.  S&P's rating actions and outlooks incorporate
S&P's current expectations of a downturn in the global aviation
market, driven by recessions or slow growth in all regions of the
world, and high jet fuel prices.


ALLIANCE BANCORP: Moody's Cuts Ratings on Six Certificate Classes
-----------------------------------------------------------------
Moody's Investors Service has downgraded 6 certificates from a
transaction issued by Alliance Bancorp Trust.  The transaction is
backed by second lien loans.  The certificates were downgraded
because the bonds' credit enhancement levels, including excess
spread and subordination were low compared to the current
projected loss numbers at the previous rating levels.

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

Issuer: Alliance Bancorp Trust 2007-S1

  -- Cl. A-1, Downgraded to Ca from Baa3
  -- Cl. A-2, Downgraded to Ca from Baa3
  -- Cl. A-3, Downgraded to Ca from Baa3
  -- Cl. A-4, Downgraded to C from B3
  -- Cl. M-1, Downgraded to C from Caa2
  -- Cl. M-2, Downgraded to C from Caa3


AMERICAN HOME: Moody's Trims Rtngs on Two Classes of Certificates
-----------------------------------------------------------------
Moody's Investors Service has downgraded 2 certificates from a
transaction issued by American Home Mortgage Investment Trust.  
The transaction is backed by second lien loans.  The certificates
were downgraded because the bonds' credit enhancement levels,
including excess spread and subordination were low compared to the
current projected loss numbers at the previous rating levels.

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

Issuer: American Home Mortgage Investment Trust 2007-2

  -- Cl. II-A, Downgraded to Ca from B3
  -- Cl. II-M-1, Downgraded to C from Caa3


AMERICAN TECHNOLOGIES: Shareholders Okay Omaha Sale to Laurus  
-------------------------------------------------------------
American Technologies Group Inc. disclosed in a Securities and
Exchange Commission filing that on Oct. 20, 2008, at a special
meeting of shareholders, the company received the approval of
shareholders to sell substantially all of the assets of Omaha
Holdings Corp., to a subsidiary of Laurus Master Fund.

The transaction as described in the Definitive Proxy was closed on
Oct. 21, 2008, resulting in the satisfaction of $13,580,810 plus
accrued interest and fees payable to Laurus Fund and/or its
affiliates and the satisfaction of the outstanding Gryphon Debt.
As a result of the transaction, the Company is without operating
assets.

                       Going Concern Doubt

RBSM LLP, in New York, expressed substantial doubt about American
Technologies Group Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended July 31, 2007.  The auditing firm reported that the
company has suffered recurring losses and is experiencing
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations.

Since its inception, the company has incurred significant
operating losses totaling $84.5 million.  In addition, the company
also received a letter from LV Administrative Services Inc.,
acting in the capacity of administrative and collateral agent for
Laurus Master Fund, that demands the immediate payment of all past
due amounts owed to Laurus Master Fund by Feb. 1, 2008.

American Technologies Group Inc.'s consolidated balance sheet at
April 30, 2008, showed $17.2 million in total assets and
$23.1 million in total liabilities, resulting in a $5.9 million
total stockholders' deficit.

At April 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $11.4 million in total current
assets available to pay $23.1 million in total current
liabilities.

The company reported net income of $79,735 on net sales of
$7.3 million for the third quarter ended April 30, 2008, compared
with a net loss of $1.3 million on net sales of $8.8 million in
the same period ended April 30, 2007.

                   About American Technologies

Based in Fort Worth, Texas, American Technologies Group Inc.
(Nasdaq: ATGR) -- http://www.ntxstl.com/-- was engaged, prior to   
2001, in the development, commercialization and sale of products
and systems using patented and proprietary technologies including
catalyst technology and water purification.

The company largely ceased operations during 2001 and began
focusing efforts on restructuring and refinancing. In fiscal year
ended July 31, 2005, the company successfully continued these
efforts by settling various pending law suits and reducing
outstanding liabilities.  In September 2005, the company entered
into various financing transactions and acquired North Texas Steel
Company Inc.

On April 25, 2006, the company purchased certain assets of Whitco
Company LP, a business conducting the sale and distribution of
steel and aluminum lighting poles.  The Whitco assets are held in
a separate subsidiary called Whitco Poles Inc.  


AMERICHIP INTERNATIONAL: Chairman W. Conlin Named CEO
-----------------------------------------------------
AmeriChip International Inc. disclosed in a Securities and
Exchange Commission filing on Oct. 21, 2008, its Board of
Directors enacted through resolution these changes with regard to
the executive management:

   -- William P. Conlin to be appointed CEO of the Company while
      retaining his position as Chairman of the Board.

   -- Drew Mouton has been appointed Vice-Chairman of the Board,
      overseeing corporate communications, investor relations,
      functions of the Treasury, strategic direction and other
      non-operational departments of the company; and

   -- Ken Mann will retain his position as Interim President of
      the company until Nov. 1, 2008, or until such time as a
      suitable replacement has been recruited.

                 About AmeriChip International

Based in Clinton Township, Mich., AmeriChip International Inc.
(OTC BB: ACHI.OB) -- http://www.americhiplacc.com/-- holds a        
patented technology known as Laser Assisted Chip Control, which
can be used to re-engineer the manufacturing process for
industrial metal machining applications.

According to AmeriChip International, this technology, when
implemented by the customer, will eliminate dangerous ribbon-like
steel chips that tangle around moving tool parts, automation
devices and other components essential to the machine processing
of low to medium grade carbon steels and non-ferrous metal parts.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on March 13, 2008,
Jewett, Schwartz, Wolfe & Associates, in Hollywood, Fla.,  
expressed substantial doubt about Americhip International Inc.'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  
recurring losses from operations.

AmeriChip International Inc.'s balance sheet as of Aug. 31, 2008,
showed $6,750,114 in total assets, $6,945,282 in total
liabilities, resulting to $198,581 in shareholders' deficit.

The company also had $34,935,799 in accumulated deficit.

At Aug. 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $842,781 in total current assets
available to pay $4,562,016 in total current liabilities.

AmeriChip International posted $1,188,032 in net losses on
$572,376 in net revenues for the three months ended Aug. 31, 2008,
compared with $102,598 in net losses on $863,826 in net revenues
for three months ended Aug. 31, 2007.

The company's material recurring losses from operations,
accumulated deficit, limited cash, negative working capital, among
others, indicate that it may be unable to continue as a going
concern for a reasonable period of time.


ANTHRACITE CRE: S&P Puts 19 Trusts Ratings Under Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 19
classes from Anthracite CRE CDO 2006-HY3 Ltd. and Centerline 2007-
1 Resecuritization Trust on CreditWatch with negative
implications.

The CreditWatch negative placements reflect Standard & Poor's
preliminary analysis of the transactions, which are primarily
collateralized by commercial mortgage-backed securities, including
those with exposure to Mervyns.  The CreditWatch placements
reflect the placement of the ratings on several CMBS classes on
CreditWatch negative, as detailed in "30 Ratings On Six U.S.  CMBS
Deals Placed On CreditWatch Negative Due To Mervyn's Liquidation,"
published Oct. 22, 2008.  The CreditWatch placements on the CMBS
resecuritizations will be updated or resolved following further
analysis of the underlying CMBS collateral.

Details for Anthracite 2006-HY3 are:

According to the trustee report dated Sept. 17, 2008, Anthracite
2006-HY3's current assets included classes K through Q
($92.9 million, 16%) from GE Commercial Mortgage Corp.'s series
2005-C4.  GE 2005-C4 represents the largest asset concentration
collateralizing this deal.  S&P placed the ratings on all of the
GE 2005-C4 classes held in Anthracite 2006-HY3, excluding the
first-loss class Q ($36 million, 6%), on CreditWatch negative
following its preliminary analysis of the CMBS transactions with
tenant exposure to Mervyns.

Anthracite 2006-HY3's current asset pool includes 58 CMBS classes
($445.9 million, 75%) from 16 distinct transactions issued between
2002 and 2006, of which Standard & Poor's rates $308.8 million
(52%).  Since S&P's last rating action on Anthracite 2006-HY3, on
Aug. 11, 2008, it has reviewed five ($221.9 million, 37%) CMBS
transactions held as collateral in Anthracite 2006-HY3.  The
current assets include $137.1 million (23%) first-loss CMBS and
six commercial real estate loans ($149.7 million, 25%), which are
all either subordinate B-notes or mezzanine loans.

Details for Centerline 2007-1 are:

According to the trustee report dated Sept. 22, 2008, Centerline
2007-1's current assets included classes H through P
($37.7 million, 4%) from Morgan Stanley Capital I Trust 2006-TOP
21 (MSC 2006-TOP21).  S&P placed the ratings on all of the MSC
2006-TOP21 classes held in Centerline 2007-1, excluding the first-
loss class P ($8.6 million), on CreditWatch negative following
S&P's preliminary analysis of the CMBS transactions with tenant
exposure to Mervyns.

Centerline 2007-1's current asset pool includes 114 classes
($882.2 million, 89%) from 18 distinct CMBS transactions issued
between 2000 and 2007, of which Standard & Poor's rates
$570 million (58%).  Since S&P's last rating action on Centerline
2007-1, on July 3, 2008, it has reviewed nine ($640.9 million,
65%) CMBS transactions held as collateral in Centerline 2007-1.    
The CMBS reviews include JPMorgan Chase Commercial Mortgage
Securities Trust 2007-CIBC18 (JPM 2007-CIBC 18, $107.4 million,
11%).  S&P lowered the ratings on seven classes from JPM 2007-
CIBC18 on Oct. 27, 2008, as detailed in "J.P. Morgan Chase
Commercial Mortgage Corp.'s series 2007-CIBC18 Ratings Lowered
And Affirmed," published on RatingsDirect.  The current assets
include $311.8 million (32%) of first-loss CMBS and three classes
($103.6 million, 11%) from ARCap 2006-RR7 Resecuritization Inc.,
which is a CMBS resecuritization deal.

The CreditWatch negative placements follow S&P's evaluation of
Mervyns exposure in various transactions.  As the status of
individual properties with exposure to Mervyns becomes available,
S&P will update its CreditWatch placements or initiate rating
actions as warranted.  S&P is evaluating the impact of this
exposure in several collateralized debt obligation transactions
primarily collateralized by commercial real estate loans and will
take rating actions as warranted when S&P's analysis is complete.

              Ratings Placed on Creditwatch Negative

Anthracite CRE CDO 2006-HY3 Ltd.
CDOs

               Rating
               ------
Class     To                From
-----     --                ----
B-FL      BBB-/Watch Neg    BBB-
B-FX      BBB-/Watch Neg    BBB-
C-FL      BB+/Watch Neg     BB+
C-FX      BB+/Watch Neg     BB+
D         BB/Watch Neg      BB
E-FL      B/Watch Neg       B
E-FX      B/Watch Neg       B
F         CCC+/Watch Neg    CCC+
G         CCC/Watch Neg     CCC

Centerline 2007-1 Resecuritization Trust
CDO certificates

               Rating
               ------
Class     To                From
-----     --                ----
A-1       AA+/Watch Neg     AA+
A-2       AA-/Watch Neg     AA-
B         A+/Watch Neg      A+
C         A-/Watch Neg      A-
D         BBB+/Watch Neg    BBB+
E         BBB-/Watch Neg    BBB-
F         BB+/Watch Neg     BB+
G         BB-/Watch Neg     BB-
H         B+/Watch Neg      B+
J         CCC+/Watch Neg    CCC+


ARCHWAY COOKIES: Wants Sale Bidding Procedures Approved
-------------------------------------------------------
Archway Cookies LLC and Mother's Case & Cookie Co. ask the United
States Bankruptcy Court for the District of Delaware to approve
proposed bidding procedures for the sale of substantially all of
their assets, free and clear of liens, claims, encumbrances and
interests.

A hearing is set for Nov. 6, 2008, at 2:30 p.m., to consider the
Debtors' motion.

According to the motion, the Debtors have a need for immediate
sale to maintain and preserve the value of their estates, and to
maximize recoveries for their stakeholders.  The Debtor says they
were unable to consummate any transaction before they filed for
bankruptcy due to significant liquidity constraints.

Bids for the Debtor's asset together with a cash deposit of 10% of
the purchase price must be delivered by no later than 4:00 p.m.,
on Nov. 21, 2008, to Duane Morris LLP at 1100 North Market Street,
Suite 1200 in Wilmington Delaware.  An auction will take place on
Nov. 24, 2008, at 10:00 a.m., at the firm's office followed by
a sale hearing the following day at 2:30 p.m.

The Debtors expect the sale to close on Nov. 26, 2008.

If the prevailing bidder fails to consummate the sale, the Debtors
will be authorized to complete the sale with the backup bidder
without further order of the Court otherwise the Debtors will seek
all available damages from backup bidder.

The Debtors has yet to select a stalking-horse bidder.

A full-text copy of the Debtors' sale motion together with the
bidding procedures is available for free at:

               http://ResearchArchives.com/t/s?3445

                      About Archway Cookies

Battle Creek, Michigan-based Archway Cookies, LLC,--
http://www.archwaycookies.com/-- makes soft-baked cookies and  
crackers.  In 1998, Specialty Foods Corp. acquired Archway for
about $100 million.

Parmalat Finanziaria of Italy acquired Mother's Cake and Cookie
Company and Archway Cookies from The Specialty Foods for $250
million in 2000.  Parmalat later sold its North American Bakery
Group, which includes the Archway brands, Mother's brands and the
U.S. and Canadian private label cookie businesses, to the private
equity firm Catterton Partners and their operating partner Insight
Holdings in 2005.  

Archway Cookies filed for Chapter 11 protection on Oct. 6, 2008
(Bankr. D. Del. Case No. 08-12323).  Its affiliate, Mother's Cake
& Cookie Co. also filed for bankruptcy (Bankr. D. Del. Case No.
08-12326).  Michael R. Lastowski, Esq., at Duane Morris, LLP,
represent the Debtors in their restructuring efforts.  In their
filing, the Debtors listed estimated assets of between $50 million
and $100 million and estimated debts of between $500 million and
$1 billion.


ARQ TEK: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: ARQ Tek Construction I, Ltd.
        c/o Lisa Colquitt
        603 Upson
        El Paso, TX 79902

Bankruptcy Case No.: 08-31753

Type of Business: The Debtor operates a construction company.

Chapter 11 Petition Date: October 27, 2008

Court: Western District of Texas (El Paso)

Debtor's Counsel: Sidney J. Diamond, Esq.
                  usbc@sidneydiamond.com
                  3800 N Mesa C-4
                  El Paso, TX 79902
                  Tel: (915) 532-3327
                  Fax: (915) 532-3355

Total Assets: $2,534,615

Total Debts: $2,560,133

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

            http://bankrupt.com/misc/txwb08-31753.pdf


ASCENDIA BRANDS: Court OKs Auction, to Hold Sale Hearing Oct. 29
----------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court for the
District of Delaware approved the motion of Ascendia Brands, Inc.,
and its bankrupt affiliates, pursuant to Sections 105(a), 363 and
365 of the Bankruptcy Code and Bankruptcy Rules 6004 and 6006, for
an order:

   (a) approving procedures in connection with the sale of the
       Debtors' assets,

   (b) scheduling the related auction and hearing to consider
       approval of the sale and a hearing to consider approval of
       stalking horse protections,

   (c) approving procedures related to the assumption of certain
       executory contracts and unexpired leases,

   (d) approving the form and manner of notice thereof and

   (e) granting related relief.

The Court also ordered:

   (a) authorizes the sale of such assets pursuant to the modified
       purchase agreement free and clear of liens, claims,
       encumbrances and other interests,

   (b) approves the assumption and assignment of certain executory
       contracts and unexpired leases related thereto and

   (c) grants related relief.

The Court will hold a hearing on Oct. 29, 2008, to consider the
sale of the purchased assets.

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.


BAYWOOD INTERNATIONAL: Taps Mayer Hoffman McCann as Accountant
--------------------------------------------------------------
Baywood International, Inc. disclosed in a Securities and Exchange
Commission filing that on Oct. 20, 2008, Baywood International,
Inc., dismissed its principal independent accountant Malone &
Bailey, PC. The company's Board of Directors approved the decision
to dismiss M&B.

Except as reported in the Annual Report on Form 10-K for the
fiscal year ended Dec. 31, 2007, which stated that "[t]he
accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern and
that "the Company has suffered recurring losses from operations
and has a working capital deficiency, which raises substantial
doubt about its ability to continue as a going concern," the
report of M&B on the Company's financial statements for the fiscal
year ended December 31, 2007 did not contain an adverse opinion or
a disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles.  M&B did not
perform the audit on the Company's financial statements for the
fiscal year ended Dec. 31, 2006.  

In connection with the audit of the Company's financial statements
for the fiscal year ended Dec. 31, 2007, and in the subsequent
interim periods through Oct. 20, 2008, there were no disagreements
with M&B on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure
which, if not resolved to the satisfaction of M&B, would have
caused M&B to make reference to the subject matter of the
disagreement in connection with its report.  

Effective Oct. 20, 2008, the Company engaged Mayer Hoffman McCann
P.C. to act as the Company's principal independent accountant.  
The Board of Directors of the Company approved the decision to
engage MHM.

During the fiscal years ended Dec. 31, 2007 and 2006 and during
all subsequent interim periods through Oct. 20, 2008, the Company
did not consult MHM regarding (i) the application of accounting
principles to a specified transaction, either completed or
proposed; or the type of audit opinion that might be rendered on
the Company's financial statements, and neither a written report
nor oral advice was provided to the Company that MHM concluded was
an important factor considered by the Company in reaching a
decision as to any accounting, auditing or financial reporting
issue; or (ii) any matter that was the subject of a disagreement
or a reportable event with its former accountants, M&B.

M&B was provided a copy of the foregoing disclosures and was
requested to furnish a letter addressed to the United States
Securities and Exchange Commission stating whether or not it
agrees with the above disclosures.  

In its letter, M&B said, "We have read the statements made by
Baywood International, Inc.  We agree with the statements
concerning our firm.  We have no basis to agree or disagree with
the Company's comments contained in the fourth or fifth paragraphs
under.

                   About Baywood International

Headquartered in Scottsdale, Ariz., Baywood International Inc.
(OTC BB: BYWD) -- http://www.bywd.com/-- is a nutraceutical
company specializing in the development, marketing and
distribution of nutraceutical products under the LifeTime(R) and
Baywood brands.

                       Going Concern Doubt

Malone & Bailey, PC, in Houston, expressed substantial doubt about
Baywood International 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 and  
working capital deficiency.

The Troubled company Reporter reported on Aug. 26, 2008, that
Baywood International Inc. disclosed a net loss of $559,443 on net
sales of $3,399,422 for the second quarter ended June 30, 2008,
compared with a net loss of $770,187 on net sales of $3,206,550 in
the same period last year.  At June 30, 2008, the company's
consolidated balance sheet showed $13,057,856 in total assets,
$10,304,869 in total liabilities, and $2,752,987 in total
stockholders' equity.  The company's consolidated balance sheet at
June 30, 2008, showed strained liquidity with $3,136,904 in total
current assets available to pay $9,456,099 in total current
liabilities.


BEAR STERNS: Fitch Affirms Low-B Rating on Six Cert. Classes
------------------------------------------------------------
Fitch Ratings has affirmed and assigned Rating Outlooks to Bear
Sterns Commercial Mortgage Securities Trust 2007-PWR16 as:

  -- $72.8 million class A-1 at 'AAA'; Outlook Stable;
  -- $681 million class A-2 at 'AAA'; Outlook Stable;
  -- $58.2 million class A-3 at 'AAA'; Outlook Stable;
  -- $130.7 million class A-AB at 'AAA'; Outlook Stable;
  -- $954.4 million class A-4 at 'AAA'; Outlook Stable;
  -- $412.5 million class A-1A at 'AAA'; Outlook Stable;
  -- $331.4 million class A-M at 'AAA'; Outlook Stable;
  -- $273.4 million class A-J at 'AAA'; Outlook Stable;
  -- Interest-only class X at 'AAA'; Outlook Stable;
  -- $33.1 million class B at 'AA+'; Outlook Stable;
  -- $33.1 million class C at 'AA'; Outlook Stable;
  -- $33.1 million class D at 'AA-'; Outlook Stable;
  -- $20.7 million class E at 'A+'; Outlook Stable;
  -- $24.9 million class F at 'A'; Outlook Stable;
  -- $29 million class G at 'A-'; Outlook Stable;
  -- $41.4 million class H at 'BBB+'; Outlook Stable;
  -- $33.1 million class J at 'BBB'; Outlook Stable;
  -- $33.1 million class K at 'BBB-'; Outlook Stable;
  -- $16.6 million class L at 'BB+'; Outlook Stable;
  -- $12.4 million class M at 'BB'; Outlook Stable;
  -- $12.4 million class N at 'BB'; Outlook Stable;
  -- $8.3 million class O at 'B+'; Outlook Stable;
  -- $8.3 million class P at 'B'; Outlook Stable;
  -- $8.3 million class Q at 'B-'. Outlook Stable;

Fitch does not rate the $41.4 million class S.

The affirmations are due to stable pool performance and minimal
principal paydown since issuance.  The Rating Outlooks reflect the
likely direction of the rating changes over the next one to two
years.  As of the October 2008 distribution date, the pool's
aggregate certificate balance has been reduced 0.4% to
$3.302 billion from $3.314 billion at issuance.  Currently there
are no delinquent or specially serviced loans.

Fitch has reviewed the performance of the two shadow rated loans,
Clear Creek Plaza (0.2%) and Residential Inn San Antonio (0.2%).  
Both loans maintain investment grade shadow ratings due to stable
performance.

Clear Creek Plaza is a five-year amortizing balloon loan secured
by four single-story anchored retail buildings totaling 56,494
square feet in Carson City, Nevada.  The servicer reported year
end 2007 debt service coverage ratio was 2.11 times, compared to
1.97x at issuance.  Occupancy has remained stable at 97.6% since
issuance.

Residential Inn San Antonio is a five-year interest-only loan
secured by a 120 room limited service hotel in San Antonio, Texas.  
The servicer reported YE 2007 DSCR was 4.16x, compared to 4.38x at
issuance.  Occupancy as of the first quarter of 2008 was 78.9%
with Revenue Per Average Room at $60.77, compared to occupancy of
90% with RevPar at $78.32 at issuance.  The decline in occupancy
and revenue was due to seasonal fluctuation.

Fitch has identified ten (2.3%) loans of concern due to declining
DSCR and/or occupancy.  The largest Fitch loan of concern (0.9%)
is secured by a 634-unit garden-style apartment complex located in
New Castle, Delaware.  The property has been under substantial
renovation since May 2007, which is anticipated at issuance.  The
servicer reported YE 2007 DSCR was 0.92x, compared to 1.19x at
issuance.  The occupancy rate as of the second quarter of 2008 was
81.4%, compared to 95.3% at issuance.

The second largest Fitch loan of concern (0.3%) is secured by a
135,401 SF multi-tenant retail center in Lakewood, Colorado.  The
servicer reported YE 2007 DSCR was 0.94x, compared to 1.35x at
issuance.  The occupancy rate as of the second quarter of 2008 was
75%, compared to 78% at issuance.

No loans are scheduled to mature within the next two years.  Loan
maturities are concentrated in the year 2012 and 2017, when 23%
and 72.9% of the pool, respectively, are scheduled to mature.


BETTER BODIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Better Bodies Personal Training Corp.
        2122 N Craycroft Road, Suite 120-A
        Tucson, AZ 85712

Bankruptcy Case No.: 08-14920

Chapter 11 Petition Date: October 24, 2008

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  eric@ericslocumsparkspc.com
                  Eric Slocum Sparks, P.C.
                  110 S. Church Ave., Suite 2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157

Total Assets: $42,447

Total Debts: $1,567,864

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

            http://bankrupt.com/misc/azb08-14920.pdf


BIRCH MOUNTAIN: Ernst & Young LLP Quits as Auditor
--------------------------------------------------
Birch Mountain Resources Ltd. disclosed in a Securities and
Exchange Commission filing that that Ernst & Young LLP, Chartered
Accountants, resigned as the auditor of the Corporation effective
Sept. 23, 2008.  E&Y resigned on its own initiative.

There were no reservations in the former auditor's reports for the
two most recently completed financial years or for any period
subsequent to the most recently completed period for which an
audit report was issued and preceding the date of the Former
Auditor's resignation.

There are no reportable events between the corporation and the
former auditor.

The resignation of the Former Auditor as auditor of the
Corporation has been approved by the Corporation's audit committee
and by its board of directors.

Headquartered in Calgary, Canada, Birch Mountain Resources Ltd.
(TSX and AMEX: BMD) -- http://www.birchmountain.com/-- operates         
the Muskeg Valley Quarry, an early production stage limestone
quarry that produces limestone aggregate products for sale to
customers in the Athabasca Oil Sands region of northeastern
Alberta.  

The company is engaged in the regulatory approval process for the
Hammerstone Project which will expand the Muskeg Valley Quarry and
add an integrated limestone processing complex to provide
manufactured limestone-based products such as quicklime, as well
as related environmental services such as spent lime re-calcining.

                        Going Concern Doubt

Birch Mountain Resources Ltd. disclosed in its report on Form 6-K
which was filed with the U.S. Securities and Exchange Commission
on May 20, 2008, that the company currently has insufficient
revenue to meet its yearly operating and capital requirements.  

The company has incurred operating losses since its inception in
1995, and as of March 31, 2008, has an accumulated deficit of
C$48.2 million.  Losses are from costs incurred in the early
operation and development of the Muskeg Valley Quarry and the
Hammerstone Project, exploration of mineral opportunities and
mineral technology research.  Future operating losses may occur as
a result of the continued operation of the Muskeg Valley Quarry
and development of the Hammerstone Project.

The company has a working capital balance at March 31, 2008, of
C$2.1 million, a decrease of approximately C$5.5 million from
Dec. 31, 2007.

The company has formally engaged RBC Capital Markets to assist in
the evaluation of strategic alternatives, which includes
discussing debt and equity strategies for its immediate and medium
term capital needs.  To the extent the company raises additional
capital by issuing equity or convertible debt securities,
ownership dilution to shareholders will result.  

The company believes these factors raise substantial doubt about
the company's ability to continue as a going concern.


BONSO ELECTRONICS: Nasdaq to Delist Securities on October 30
------------------------------------------------------------
Bonso Electronics International, Inc. received a NASDAQ Staff
Determination Letter indicating that the company had failed to
comply with NASDAQ's requirements for continued listing as set
forth in Marketplace Rule 4320(e)(12), because the company had not
filed its Annual Report on Form 20-F for the fiscal year ended
March 31, 2008, with the United States Securities & Exchange
Commission.  The Letter stated that trading of Bonso's common
stock would be suspended from trading at the opening of business
on Oct. 30, 2008, and that NASDAQ would delist Bonso's common
stock, unless Bonso requested an appeal of this determination.  
Bonso has requested a hearing before a NASDAQ Listing.

Qualifications Panel to review the Staff Determination. There can
be no assurance that the Panel will grant the company's request
for continued listing.

The company expects that it will be in compliance with
Marketplace Rule 4320(e)(12) when it files its Form 20-F with the
SEC, which the company anticipates filing prior to the hearing
date.

Headquartered in Hong Kong, Bonso Electronics International Inc.
(NASDAQ: BNSO) -- http://www.bonso.com/-- designs, develops,  
produces and sells electronic sensor-based and wireless products
for private label Original Equipment Manufacturers, Original
Brand Manufacturers and Original Design Manufacturers.  The
company's sensor-based scale products consists of bathroom,
kitchen, office, jewelry, laboratory, postal and industrial scales
that are used in consumer, commercial and industrial applications.  
Its wireless telecommunications products consist of two-way radios
and cordless telephones that are used in consumer and commercial
applications.  It also receives revenue from certain customers for
the development and manufacture of tooling and molding for scales
and telecommunication products.  These tools and moulds are used
by the company for the manufacture of products.  It also generates
some sales of scrap materials.  Bonso USA Inc. is the company has
a wholly owned subsidiary.


CABELA'S CREDIT: Moody's Reviews 23 Notes Ratings for Likely Cut
----------------------------------------------------------------
Moody's Investors Service has placed the ratings under review for
possible downgrade on 23 classes of asset-backed notes issued by
Cabela's Credit Card Master Note Trust.  These notes are backed by
a revolving pool of unsecured, revolving co-branded VISA credit
card receivables.

Moody's has a negative outlook on the credit card industry and
believes the current economic environment makes several elements
of Cabela's credit card program vulnerable to significant
performance volatility.  In particular, the protracted turmoil in
the credit markets has reduced the financial flexibility for
companies, like Cabela's, that have relatively limited access to
the capital markets.  With an expectation of worsening collateral
performance in the months to come, balance sheet strength and
liquidity have become increasingly important dimensions to Moody's
credit analysis, especially for those issuers with limited
alternative funding resources.

Moreover, in this economic environment, the risks associated with
a relatively weak funding profile may be compounded for those
seller/servicers that also have relatively weak backup servicing
arrangements.

The current, consumer-led downturn in the economy may have a more
pronounced effect on companies, like Cabela's, that have a single
platform retail operation.  Although Cabela's credit card Trust is
composed of high-quality collateral, the value proposition of
these cards is highly linked to the ongoing viability of the
Cabela's merchandizing.  Furthermore, as Moody's has previously
stated, the lack of a contracted backup servicer compounds the
risk of collateral performance deterioration in the event that the
Trust's servicer, World's Foremost Bank ("WFB", wholly owned
subsidiary of Cabela's), can no longer fulfill its obligations as
servicer.

Trust performance was not the primary driver of Moody's review.  
The performance of the underlying receivables in the Trust is
generally characterized by a substantially higher-than-industry-
average principal payment rate, a higher-than-industry-average
yield, and a lower-than-industry-average charge-off rate.  To
date, Trust performance trends have been deteriorating more or
less in line with those of the industry.  As of September 2008,
the Trust had an excess spread margin of approximately 10% - well
above the industry average.

In recent months, Moody's has adjusted performance expectations
for the Trust to reflect performance expectations over the
intermediate-term time horizon.  Current expectations for key
performance metrics of the trust are a charge-off rate in the
range of 2.5% - 4.5%, yield in the range of 19% - 22%, and a
principal payment rate in the range of 40% - 44%.  These ranges
incorporate an expectation of collateral performance deterioration
that is consistent with Moody's view on macro industry trends and
how these factors may specifically impact the performance of the
Cabela's Trust.

In its review, Moody's will assess the ability of Cabela's and WFB
to develop and execute on contingency funding plans, as well as
their ability to mitigate the servicing risks discussed above.   
Moody's review will also place continued focus on Trust
performance metrics relative to developments in the fast-changing
macro economy.

The complete rating actions are:

Under Review for Possible Downgrade

Issuer: Cabela's Credit Card Master Note Trust

  -- $75,000,000 Class A Series 2004-I Asset Backed Notes, rated
     Aa3

  -- $175,000,000 Class A Series 2004-II Asset Backed Notes, rated
     Aa3

  -- $140,000,000 Class A-1 Series 2005-I Asset Backed Notes,
     rated Aaa

  -- $76,250,000 Class A-2 Series 2005-I Asset Backed Notes, rated
     Aaa

  -- $17,500,000 Class B Series 2005-I Asset Backed Notes, rated
     A2

  -- $10,625,000 Class C Series 2005-I Asset Backed Notes, rated
     Baa2

  -- $5,625,000 Class D Series 2005-I Asset Backed Notes, rated
     Ba2

  -- $250,000,000 Class A-1 Series 2006-III Asset Backed Notes,
     rated Aaa

  -- $182,500,000 Class A-2 Series 2006-III Asset Backed Notes,
     rated Aaa

  -- $35,000,000 Class B Series 2006-III Asset Backed Notes, rated
     A2

  -- $21,250,000 Class C Series 2006-III Asset Backed Notes, rated
     Baa2

  -- $11,250,000 Class D Series 2006-III Asset Backed Notes, rated
     Ba2

  -- $202,650,000 Class A-1 Series 2008-I Asset Backed Notes,
     rated Aaa

  -- $229,850,000 Class A-2 Series 2008-I Asset Backed Notes,
     rated Aaa

  -- $29,000,000 Class B-1 Series 2008-I Asset Backed Notes, rated
     A2

  -- $6,000,000 Class B-2 Series 2008-I Asset Backed Notes, rated
     A2

  -- $21,250,000 Class C-2 Series 2008-I Asset Backed Notes, rated
     Baa2

  -- $11,250,000 Class D Series 2008-I Asset Backed Notes, rated
     Ba2

  -- $98,000,000 Class A-1 Series 2008-IV Asset Backed Notes,
     rated Aaa

  -- $72,000,000 Class A-2 Series 2008-IV Asset Backed Notes,
     rated Aaa

  -- $16,000,000 Class B-1 Series 2008-IV Asset Backed Notes,
     rated A2

  -- $8,500,000 Class C-1 Series 2008-IV Asset Backed Notes, rated
     Baa2

  -- $5,500,000 Class D Series 2008-IV Asset Backed Notes, rated
     Ba2

Note that the Series 2004-I-A and 2004-II-A notes listed herein
are currently insured by Ambac Assurance Corporation.  These notes
have been under review for possible downgrade since Sept. 18,
2008, as a result of Moody's pending review of the insurance
financial strength ratings of Ambac.

Cabela's is a public retail company headquartered in Sidney,
Nebraska.  Cabela's was established in 1961 and sells outdoor
apparel, camping, hunting, and fishing supplies through its mail
order catalogs, twenty-six retail superstores located across the
United States, outlet stores, and its web site.  


CABELA'S CREDIT: Moody's Reviews 23 Notes Ratings for Likely Cut
----------------------------------------------------------------
Moody's Investors Service has placed the ratings under review for
possible downgrade on 23 classes of asset-backed notes issued by
Cabela's Credit Card Master Note Trust.  These notes are backed by
a revolving pool of unsecured, revolving co-branded VISA credit
card receivables.

Rationale

Moody's has a negative outlook on the credit card industry and
believes the current economic environment makes several elements
of Cabela's credit card program vulnerable to significant
performance volatility.  In particular, the protracted turmoil in
the credit markets has reduced the financial flexibility for
companies, like Cabela's, that have relatively limited access to
the capital markets.  With an expectation of worsening collateral
performance in the months to come, balance sheet strength and
liquidity have become increasingly important dimensions to Moody's
credit analysis, especially for those issuers with limited
alternative funding resources.

Moreover, in this economic environment, the risks associated with
a relatively weak funding profile may be compounded for those
seller/servicers that also have relatively weak backup servicing
arrangements.

The current, consumer-led downturn in the economy may have a more
pronounced effect on companies, like Cabela's, that have a single
platform retail operation.  Although Cabela's credit card Trust is
composed of high-quality collateral, the value proposition of
these cards is highly linked to the ongoing viability of the
Cabela's merchandizing.  Furthermore, as Moody's has previously
stated, the lack of a contracted backup servicer compounds the
risk of collateral performance deterioration in the event that the
Trust's servicer, World's Foremost Bank ("WFB", wholly owned
subsidiary of Cabela's), can no longer fulfill its obligations as
servicer.

Trust performance was not the primary driver of Moody's review.  
The performance of the underlying receivables in the Trust is
generally characterized by a substantially higher-than-industry-
average principal payment rate, a higher-than-industry-average
yield, and a lower-than-industry-average charge-off rate.  To
date, Trust performance trends have been deteriorating more or
less in line with those of the industry.  As of September 2008,
the Trust had an excess spread margin of approximately 10% - well
above the industry average.

In recent months, Moody's has adjusted performance expectations
for the Trust to reflect performance expectations over the
intermediate-term time horizon.  Current expectations for key
performance metrics of the trust are a charge-off rate in the
range of 2.5% - 4.5%, yield in the range of 19% - 22%, and a
principal payment rate in the range of 40% - 44%.  These ranges
incorporate an expectation of collateral performance deterioration
that is consistent with Moody's view on macro industry trends and
how these factors may specifically impact the performance of the
Cabela's Trust.

In its review, Moody's will assess the ability of Cabela's and WFB
to develop and execute on contingency funding plans, as well as
their ability to mitigate the servicing risks discussed above.   
Moody's review will also place continued focus on Trust
performance metrics relative to developments in the fast-changing
macro economy.

The complete rating actions are:

Under Review for Possible Downgrade

Issuer: Cabela's Credit Card Master Note Trust

  -- $75,000,000 Class A Series 2004-I Asset Backed Notes, rated
     Aa3

  -- $175,000,000 Class A Series 2004-II Asset Backed Notes, rated
     Aa3

  -- $140,000,000 Class A-1 Series 2005-I Asset Backed Notes,
     rated Aaa

  -- $76,250,000 Class A-2 Series 2005-I Asset Backed Notes, rated
     Aaa

  -- $17,500,000 Class B Series 2005-I Asset Backed Notes, rated
     A2

  -- $10,625,000 Class C Series 2005-I Asset Backed Notes, rated
     Baa2

  -- $5,625,000 Class D Series 2005-I Asset Backed Notes, rated
     Ba2

  -- $250,000,000 Class A-1 Series 2006-III Asset Backed Notes,
     rated Aaa

  -- $182,500,000 Class A-2 Series 2006-III Asset Backed Notes,
     rated Aaa

  -- $35,000,000 Class B Series 2006-III Asset Backed Notes, rated
     A2

  -- $21,250,000 Class C Series 2006-III Asset Backed Notes, rated
     Baa2

  -- $11,250,000 Class D Series 2006-III Asset Backed Notes, rated
     Ba2

  -- $202,650,000 Class A-1 Series 2008-I Asset Backed Notes,
     rated Aaa

  -- $229,850,000 Class A-2 Series 2008-I Asset Backed Notes,
     rated Aaa

  -- $29,000,000 Class B-1 Series 2008-I Asset Backed Notes, rated
     A2

  -- $6,000,000 Class B-2 Series 2008-I Asset Backed Notes, rated
     A2

  -- $21,250,000 Class C-2 Series 2008-I Asset Backed Notes, rated
     Baa2

  -- $11,250,000 Class D Series 2008-I Asset Backed Notes, rated
     Ba2

  -- $98,000,000 Class A-1 Series 2008-IV Asset Backed Notes,
     rated Aaa

  -- $72,000,000 Class A-2 Series 2008-IV Asset Backed Notes,
     rated Aaa

  -- $16,000,000 Class B-1 Series 2008-IV Asset Backed Notes,
     rated A2

  -- $8,500,000 Class C-1 Series 2008-IV Asset Backed Notes, rated
     Baa2

  -- $5,500,000 Class D Series 2008-IV Asset Backed Notes, rated
     Ba2

Note that the Series 2004-I-A and 2004-II-A notes listed herein
are currently insured by Ambac Assurance Corporation.  These notes
have been under review for possible downgrade since September 18,
2008 as a result of Moody's pending review of the insurance
financial strength ratings of Ambac.

Background

Cabela's is a public retail company headquartered in Sidney,
Nebraska.  Cabela's was established in 1961 and sells outdoor
apparel, camping, hunting, and fishing supplies through its mail
order catalogs, twenty-six retail superstores located across the
United States, outlet stores, and its web site.


CENTENNIAL COMMS: Fitch Upgrades Issuer Default Rating to B
-----------------------------------------------------------
Fitch Ratings has upgraded the ratings for Centennial
Communications Corp. and its subsidiaries as:

Centennial Communications Corp.

  -- Issuer default rating to 'B' from 'B-';
  -- Senior unsecured notes to 'CCC+/RR6' from 'CCC/RR6'.

Centennial Cellular Operating Co.;

  -- IDR to 'B' from 'B-';
  -- Senior secured credit facility to 'BB/RR1' from 'BB-/RR1';
  -- Senior unsecured notes to 'BB/RR1' from 'B+/RR2'.

Fitch also withdraws these ratings on the senior subordinated
notes at CCOC that were repaid:

  -- Senior subordinated notes 'CCC+/RR5'.

The Rating Outlook is Stable.  Approximately $1.9 billion of debt
securities are affected by these actions.

The ratings upgrade at CYCL reflects the improved credit profile
of the company due primarily to operating performance improvements
in the U.S. and Puerto Rico.  Leverage at the end of the first
fiscal quarter 2009 was 5.0 times compared with 5.7x a year ago.  
Free cash flow has improved over the last 12 months to
$71 million.  Fitch expects CYCL will continue to have stable
financial performance during fiscal 2009, which should increase
the company's liquidity position and result in moderately greater
FCF.  Rating concerns include the company's competitive position
and much smaller scale as a regional niche operator in the U.S.,
which results in a higher level of business risk.

Fitch views the potential strategic separation of the company's
U.S. and Puerto Rican operations as an event risk.  If the company
pursued these plans, CYCL would need to redeem all of the existing
debt in its capital structure due to debt covenant provisions, and
issue new debt for the U.S and Puerto Rican operations.

CYCL's current financial flexibility and liquidity is solid based
on its cash position, undrawn revolver availability and internal
cash generation.  In addition, CYCL's maturity schedule is
favorable as the company has no near-term maturities.  Cash at the
end of the first fiscal quarter 2009 was $124 million.  Fitch  
believes cash levels will build during fiscal 2009 given CYCL's
expectations for approximately $90 million in FCF.  As a result,
Fitch considers CYCL's internally generated liquidity position as
strong.

CYCL's senior secured credit facility matures in 2011 with
$550 million outstanding, with no annual amortization payments,
although the company is subject to mandatory prepayments as
determined by the excess cash flow sweep (50%) if the total
leverage at the end of the fiscal year is greater than or equal to
4x.  The senior secured credit facility also includes a $150
million revolving facility that matures in 2010 that is undrawn.  
While a Lehman subsidiary was a lender with respect to
$17.5 million of CYCL's $150 million revolver, at the time of
Lehman's bankruptcy filing another bank acquired the majority of
this commitment.


CENTURYTEL INC: Moody's Keeps '(P)Ba1' Rating Under Review
----------------------------------------------------------
Moody's Investors Service has placed the debt ratings of Embarq
Corporation and all of its operating subsidiaries on review for
possible upgrade, following the announcement of CenturyTel's
(rated Baa2/P-2) plans to acquire the company in a stock-for-stock
transaction.  The ratings of CenturyTel remain on review for
possible downgrade.

Under the terms of the agreement, Embarq shareholders will receive
1.37 CenturyTel shares for each share of Embarq common stock they
own.  The transaction reflects an enterprise value of
approximately $11.6 billion, including the planned assumption of
$5.8 billion of Embarq's debt.  The companies anticipate closing
this transaction in the second quarter of 2009.

The transaction is expected to generate significant synergies,
initially estimated by the companies' at about $400 million
annually.  In addition, the merger will produce a company with
operations in 33 states, 8 million access lines and 2 million
broadband customers.  While the acquisition of Embarq increases
CenturyTel's exposure to more competitive urban/suburban markets,
the increase in scale is expected to bolster its overall
competitive position and increase operational and capital
efficiencies, especially those related to network modernization
and new product development.  Nevertheless, the challenge to
CenturyTel of integrating a company twice its size is substantial
and will be an additional and significant focus of Moody's ongoing
review of its ratings.

The combined company is expected to generate significant operating
cash flow, especially after anticipated synergies.  In addition,
free cash flow levels are expected to also benefit from modest
capital efficiencies.  Pro forma leverage is projected to be less
than 2.5 times Debt to EBITDA and dividends are initially expected
to be about 50% of pro forma free cash flow.

However, uncertainties exist with regard to the new company's
leverage targets and future shareholder return strategies.  These
decisions, together with Moody's assessment as to whether
CenturyTel will achieve the anticipated synergies and CenturyTel's
ultimate plans with regard to Embarq's debt will have a critical
impact on Embarq's ratings.

Before the transaction can close, numerous regulatory approvals,
including those of several state Public Utility Commissions, are
required.  Conditions that may be imposed by some of these states'
regulatory authorities could have a material impact on the
combined entities' future operating performance and financial
profile.  In addition, the Federal Communication Commission is
currently engaged in a comprehensive reform of intercarrier
compensation and universal service.  Changes to the current
structure of these two regulatory frameworks could also have an
impact on the combined company's future operating and financial
performance and will also be a focus of Moody's review.

Finally, Moody's will assess management's commitment and ability
to maintain an investment grade credit profile for the combined
company in light of the intense competitive challenges confronting
the sector and its stated appetite for additional M&A activity.

These ratings have been placed on review for possible upgrade:

  * Embarq Corporation: Senior Unsecured Bank Credit Facilities,
    rated Baa3 and Senior Unsecured Regular Bonds/Debentures,
    rated Baa3

  * Embarq-Florida, Inc.: Senior Secured First Mortgage Bonds,
    rated Baa1

  * United Telephone Company of Pennsylvania: Senior Secured First
    Mortgage Bonds, rated Baa1

  * Carolina Telephone & Telegraph: Senior Unsecured Debentures,
    rated Baa1

  * Centel Capital Corp.: Senior Unsecured Debentures, Baa2

Ratings continuing on review for possible downgrade are:

  * CenturyTel, Inc.: Senior Unsecured, Baa2; Senior Unsecured
    Shelf, (P) Baa2; Preferred Shelf, (P) Ba1 and Commercial
    Paper, Prime-2.

CenturyTel, Inc., headquartered in Monroe, Louisiana is a regional
communications company engaged primarily in providing telephone
and broadband services in various, predominately rural, regions of
the United States.  The company served approximately 2.0 million
total access lines in 25 states as of September 30, 2008.  LTM
revenues were about $2.6 billion.  CenturyTel's ratings were
placed on review for possible downgrade on June 24, 2008.

Based in Overland Park, Kansas, Embarq Corporation is the fourth
largest local telecommunications company in the United States by
access lines.  As of the end of 3Q'2008, the company had about 5.9
million access lines and generated LTM revenues of $6.2 billion.  
The ratings of Embarq and its subsidiaries were affirmed on
January 9, 2008.


CHAI HAWAII: Court Okays Focus Management as Financial Advisor
--------------------------------------------------------------
Focus Management Group has been appointed as Financial Advisor to
CHA Hawaii, LLC and its affiliates pursuant to an order entered by
the United States Bankruptcy Court for the District of Hawaii.

Focus Management Group is providing CHA Hawaii with advisory
services regarding the preparation of its Debtor-in-Possession
cash budgets as well the internal administration of its Chapter 11
case.  This includes a full range of services assisting in
preparation of the SOFAs and Schedules and the Monthly Operating
Reports.  Focus has also assisted in managing the post petition
vendor environment and analysis and planning for asset sales.

The Focus team is led by Juanita Schwartzkopf, a restructuring
advisor with wide-ranging experience in chapter 11
reorganizations, distressed business sales, financial
restructurings and operational turnarounds in the healthcare
sector.

She can be reached at (800) 528-8985.

                   About Focus Management Group

Headquartered in Tampa, Florida, Focus Management Group --
http://www.focusmg.com-- provides professional services in  
turnaround management, insolvency proceedings, business
restructuring and operational improvement with a senior-level team
of ninety professionals.  The firm provides a full portfolio of
services to distressed companies and their stakeholders, including
secured lenders and equity sponsors.

                         About CHA Hawaii

Based in Wichita, Kans., CHA Hawaii, LLC runs a health care
business. The Debtor and three of its debtor-affiliates filed
for Chapter 11 reorganization on Aug. 29, 2008 (Bankr. D. Del.
Lead Case No. 08-12027).  The Court approved the joint
administration of CHA Hawaii, LLC and its affiliates Hawaii
Medical Center East, LLC, Hawaii Medical Center West, LLC, and
Hawaii Medical Center, LLC on September 3, 2008.  Hawaii Medical
Center LLC is a partnership comprised of CHA Hawaii, an affiliate
of Cardiovascular Hospitals of America (CHA), a leading US
hospital management company, and the over 130 Hawaii-based
physicians who form Hawaii Physician Group LLC.  When the Debtor
filed for protection from its creditors, it listed assets of
between $1 million and $10 million, and debts of between $50
million and $100 million.


CIENA CAPITAL: Committee Taps Hahn & Hessen as Counsel
------------------------------------------------------
The Official Committee of Unsecured Creditors of Ciena Capital LLC
and its debtor-affiliates asks the United States Bankruptcy Court
for the Southern District of New York for permission to employ
Hahn & Hessen LLP as its counsel.

Hahn & Hessen is expected to:

  a) render legal advice to the Committee with respect to its
     duties and powers;

  b) assist the Committee in its investigation of the acts,
     conduct, assets, liabilities and financial condition of the
     Debtors, the operation of the Debtors' business, the
     desirability of continuance of the business and any other
     matters relevant to the case or to the business affairs of
     the Debtors;

  c) advise the Committee with respect to any proposed of the
     Debtors' assets or a sale of the Debtors' business operations
     and any other relevant matters;

  d) advise the Committee with respect to any proposed plan of
     reorganization or liquidation and the prosecution of claims
     against third parties, if any, and any other matters relevant
     to the cases or to the formulation of a plan or liquidation;

  e) assist the Committee in requesting the appointment of a
     trustee or examiner pursuant to Section 1104 of the
     Bankruptcy Code; and

  f) perform other legal services, which may be required by, and
     which are in the best interests of the Committee.

The firm's professionals and their compensation rates are:

     Designations              Hourly Rates
     ------------              ------------
     Partners                  $640-$795
     Special Counsel           $475-$675
     Associates                $270-$550
     Paralegals                $215-$245

Mark T. Power, Esq., attorney at firm, assures the Court that the
firm does not hold any interests adverse to the Debtors' estate
and is "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code.

Headquartered in New York City, Ciena Capital LLC --
http://www.cienacapital.com/-- offers commercial real estate  
finance services including loans and long term investment property
financing.  The company and 11 affiliates files for Chapter 11
protection on Sept. 30, 2008 (Bankr. S.D. N.Y. Lead Case No. 08-
13783).  Peter S. Partee, Esq., at Hunton & Williams LLP
represents the Debtor as counsel.  The Debtors selected Donlin
Recano & Company Inc. as their claims agent.  The U.S. Trustee of
Region 2 appointed creditors to serve on an Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed both assets and debts between
$100 million and $500 million.


CITY CAPITAL: To Acquire InfoMind Inc.'s Assets for $50,000
-----------------------------------------------------------
City Capital Corp. disclosed in a Securities and Exchange
Commission filing that it has entered into an Asset Acquisition
Agreement with InfoMind, Inc., doing business as Nitty Gritty
Marketing.

Under this agreement, the company is acquiring certain properties
and other assets and intellectual property for a sum of $50,000.  
Closing is expected to occur Oct. 31, 2008, but not later than
Nov. 30, 2008.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on May 19, 2008,
Spector & Wong, LLP, in Pasadena, Calif., expressed substantial
doubt about City Capital Corporation'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 said that the company's ability to continue in
the normal course of business is dependent upon the success of
future operations.  The auditing firm added that the company has
recurring losses, substantial working capital deficiency,
stockholders' deficit and negative cash flows from operations.  
The auditing firm also pointed to the company's default in certain
notes payable, recent withdrawal as a business development company
and commencement of new operations.

City Capital Corp.'s consolidated balance sheet at June 30, 2008,
showed $2,406,041 in total assets and $3,668,041 in total
liabilities, resulting in a $1,261,973 total stockholders'
deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $2,078,845 in total current assets
available to pay $3,589,084 in total current liabilities.

The company reported a net loss of $7644,140, on revenues of
$116,679, for the first quarter ended June 30, 2008, compared with
a net loss of $3,044,868, on zero revenues, in the same period
last year.

                       About City Capital

Based in Franklin, Tenn., City Capital Corporation (OTC BB: CTCC)
-- http://www.citycapitalcorp.net/-- acquires and renovates  
distressed properties in multiple industry segments, reselling
them at a profit.


COLONIAL CAPITAL: Fitch Cuts Preferred Stock Ratings to 'BB+'
-------------------------------------------------------------
Fitch Ratings has downgraded The Colonial BancGroup Inc's long-
and short-term Issuer Default ratings to 'BBB-/F3' from 'BBB/F2',
reflecting continued asset quality deterioration and the impact of
heightened credit losses on CNB's earnings.

While continued erosion was anticipated, the magnitude of credit
quality deterioration has exceeded Fitch's expectations.  Although
CNB has been aggressive in addressing its problem assets, Fitch
believes the current market environment will impede the company's
ability to cure its problem loans, and the inflow of new non-
performers will continue.  CNB's substantial exposure to troubled
markets, particularly Florida, and residential real estate
construction, has driven its significant increase in problem
assets, with NPAs climbing to 4.43% at Sept. 30, 2008 from 1.65%
at March 31, 2008.

Fitch acknowledges the efforts management has made to bolster its
capital, liquidity, and reserve levels.  CNB's recent announcement
to suspend its dividend (resulting in savings of approximately
$77 million annually) will also facilitate capital retention and
aid the holding company's liquidity.  Moreover, provisioning
continues to exceed net chargeoffs, as reserves grew to 1.88% of
total loans; however, reserve coverage of non-performing assets
continued its downward trend, amounting to 42% at Sept. 30, 2008.

Fitch views CNB's capital raising, preservation efforts, and
increased reserve measures as necessary given the credit
challenges the company continues to experience.  Though CNB may
qualify for additional capital enhancements through the Treasury's
Capital Purchase Program, tangible common equity remains low in
light of its risk profile at 5.27%.  Should credit quality
problems accelerate, a further downgrade of CNB's ratings would be
likely.  Conversely, should challenges in asset quality stabilize
such that CNB's capital and earnings are no longer threatened by
credit losses, Fitch would consider revising the Rating Outlook to
Stable.

Fitch has downgraded these ratings with a Negative Outlook:

The Colonial BancGroup, Inc.

  -- Long-term IDR to 'BBB-' from 'BBB';
  -- Short-term IDR to 'F3' from 'F2';
  -- Subordinated Debt to 'BB+' from 'BBB-'
  -- Individual to 'C' from 'B/C';

Colonial Bank, N.A.

  -- Long-term IDR to 'BBB-' from 'BBB';
  -- Long-term deposits to 'BBB' from 'BBB+';
  -- Short-term IDR to 'F3' from 'F2';
  -- Short-term deposits to 'F3' from 'F2';
  -- Subordinated debt to 'BB+' from 'BBB-';
  -- Individual to 'C' from 'B/C';

Colonial Capital Trust IV

  -- Preferred stock to 'BB+' from 'BBB-'.

CBG Florida REIT

  -- Preferred stock to 'BB+' from 'BBB-'.

Fitch has also affirmed Colonial BancGroup, Inc. and Colonial
Bank, N.A.'s ratings as follows with a Negative Outlook:

  -- Support '5';
  -- Support Floor 'NF'.


COMPUCREDIT CREDIT: Moody's Puts 20 Notes Ratings Under Review
--------------------------------------------------------------
Moody's Investors Service has placed the ratings under review for
possible downgrade on 20 classes of asset-backed notes issued by
the CompuCredit Credit Card Master Note Business Trust,
CompuCredit Credit Acquired Portfolio Voltage Master Business
Trust, and the CompuCredit Acquired Portfolio Business Trust.  
These notes are backed by revolving pools of primarily sub-prime,
unsecured, general purpose VISA credit card receivables.

Moody's has a negative outlook on the credit card industry and
believes the current economic environment makes several elements
of CompuCredit's credit card programs vulnerable to significant
performance volatility.  In particular, the protracted turmoil in
the credit markets has reduced the financial flexibility for
companies, like CompuCredit, that have relatively limited access
to the capital markets.

With an expectation of worsening collateral performance in the
months to come, balance sheet strength and liquidity have become
increasingly important dimensions to Moody's credit analysis,
especially for those issuers with limited alternative funding
resources.  The current consumer-led downturn is expected to have
a more pronounced effect on the performance of CompuCredit's
trusts due to their significant exposure to sub-prime collateral.  
In addition, a heightened focus from various government regulatory
agencies, including currently unsettled law suits by the FDIC and
the FTC, may inhibit CompuCredit's ability to find willing partner
banks to originate credit card accounts in the future.  It is this
confluence of funding risks, deteriorating collateral performance,
and regulatory actions that prompted Moody's decision to place the
outstanding ratings under review.

All three of these CompuCredit's trusts are backed by collateral
pools that are comprised of deeply subprime credit card
receivables and exhibit performance characteristics consistent
with a riskier obligor base.  Similar to other credit card
issuers, Moody's expects charge-offs to rise through the next
year.  Also, the payment rate, a measure of cardholders'
willingness and ability to repay their credit card debt, has been
falling in recent months.

In its review, Moody's will assess CompuCredit's ability to
address and mitigate the potential challenges presented by the
credit markets, regulators, and the macro economic environment.

The complete rating actions are:

Under Review for Possible Downgrade

Issuer: CompuCredit Credit Card Master Note Business Trust

  -- $164,220,000 Class A Series 2004-Two Asset Backed Notes,
     rated Aaa

  -- $70,840,000 Class B Series 2004-Two Asset Backed Notes, rated
     A2

  -- $28,980,000 Class C Series 2004-Two Asset Backed Notes, rated
     Baa2

  -- $22,540,000 Class D-1 Series 2004-Two Asset Backed Notes,
     rated Ba2

  -- $12,880,000 Class D-2 Series 2004-Two Asset Backed Notes,
     rated B2

  -- $164,220,000 Class A Series 2004-Three Asset Backed Notes,
     rated Aaa

  -- $70,840,000 Class B Series 2004-Three Asset Backed Notes,
     rated A2

  -- $28,980,000 Class C Series 2004-Three Asset Backed Notes,
     rated Baa2

  -- $22,540,000 Class D-1 Series 2004-Three Asset Backed Notes,
     rated Ba2

  -- $12,880,000 Class D-2 Series 2004-Three Asset Backed Notes,
     rated B2

Issuer: CompuCredit Credit Acquired Portfolio Voltage Master
Business Trust

(Amounts listed approximate issuance outstanding)

  -- $135,000,000 Class A-1 Series 2006-1 Asset Backed Notes,
     rated Aaa

  -- $32,100,000 Class A-2 Series 2006-1 Asset Backed Notes, rated
     Aa2

  -- $28,900,000 Class A-3 Series 2006-1 Asset Backed Notes, rated
     A2

  -- $54,500,000 Class A-4 Series 2006-1 Asset Backed Notes, rated
     Baa2

  -- $9,500,000 Class B Series 2006-1 Asset Backed Notes, rated
     Ba2

Issuer: CompuCredit Acquired Portfolio Business Trust

(Amounts listed approximate issuance outstanding)

  -- $41,300,000 Class A-1 Series 2004-One Asset Backed Notes,
     rated Aaa

  -- $18,900,000 Class A-2 Series 2004-One Asset Backed Notes,
     rated Aa2

  -- $10,600,000 Class A-3 Series 2004-One Asset Backed Notes,
     rated A2

  -- $9,500,000 Class A-4 Series 2004-One Asset Backed Notes,
     rated Baa2

  -- $9,100,000 Class B Series 2004-One Asset Backed Notes, rated
     B2

CompuCredit Corporation, headquartered in Atlanta, Georgia is an
originator and servicer of sub-prime credit card receivables.  In
addition to credit cards, the company the under-served consumer
credit market with a variety of other credit and related financial
services products.  As of June 30, 2008, the company had reported
assets of approximately $1.8 billion.  


COPERNIC INC: Has Until March 19 to Comply with Bid Price Rule
--------------------------------------------------------------
Copernic Inc. received a NASDAQ Notice on Oct. 22, 2008,
indicating that the company has received an extension to comply
with the minimum bid price requirement for continued listing.
The notice stated: "Given these extraordinary market conditions,
NASDAQ has determined to suspend enforcement of the bid price and
market value of publicly held shares requirements through Friday,
Jan. 16, 2009.  In that regard, on Oct. 16, 2008, NASDAQ filed
an immediately effective rule change with the Securities and
Exchange Commission to implement the suspension.  As a result,
all companies presently in a bid price or market value of publicly
held shares compliance period will remain at that same stage of
the process and will not be subject to being delisted for these
concerns.  These rules will be reinstated on Jan. 19, 2009, and
the first relevant trade date will be Jan. 20, 2009.

Since your company had 59 calendar days remaining in its
compliance period as of Oct. 16, it will, upon reinstatement of
the rules, still have this number of days, or until March 19,
2009, to regain compliance. The company can regain compliance,
either during the suspension or during the compliance period
resuming after the suspension, by achieving a $1 closing bid price
for a minimum of 10 consecutive trading days".

Marc Ferland, President and CEO of Copernic Inc. stated that he
welcomed this moratorium which allows management to continue
focussing on value creation activities for the benefit of its
shareholders.

                        About Copernic Inc.

Headquartered in Quebec, Canada, Copernic Inc. (NASDAQ:CNIC) --
http://www.mamma.com/and -- http://www.copernic.com/--  
specializes in developing, marketing and selling cutting-edge
search technology, providing innovative home and business
software products and solutions for desktop, web and mobile
users, through its online properties.  Additionally, Copernic
Inc. provides both online advertising well as pure content to
array of partnerships worldwide through its established media
placement channels.  Copernic handles over one billion search
requests per month and has media placement partnerships
established not only in North America, but also in Europe and
Australia.


COREL CORPORATION: Ends Sale Talks with Third Party
---------------------------------------------------
Corel Corporation disclosed in a Securities and Exchange
Commission filing that discussions with a third party regarding a
potential sale of Corel have ceased.

Corel's Board of Directors will continue to focus on maximizing
shareholder value as an independent company and will also continue
to evaluate all strategic alternatives as they may arise.

                        About Corel Corp.

Corel Corp. (NASDAQ:CREL) (TSX:CRE) -- http://www.corel.com/-- is    
one of the world's top software companies with more than 100
million active users in over 75 countries.  The company provides
high quality, affordable and easy-to-use Graphics and Productivity
and Digital Media software.  The company's products products are
sold through a scalable distribution platform comprised of
Original Equipment Manufacturers (OEMs), the company's global e-
Stores, and the company's international network of resellers and
retail vendors.

The company's award-winning product portfolio includes some of the
world's most widely recognized and popular software brands,
including CorelDRAW(R) Graphics Suite, Corel(R) Paint Shop Pro(R)
Photo, Corel(R) Painter(TM), VideoStudio(R), WinDVD(R), Corel(R)
WordPerfect(R) Office and WinZip(R).  The company's global
headquarters are in Ottawa, Canada, with major offices in the
United States, United Kingdom, Germany, China, Taiwan and Japan

Corel's balance sheet as of Aug. 31, 2008, showed $252.22 million
in total assets, $260.89 million in total liabilities, resulting
to $8.67 million in shareholders' deficit.

At Aug. 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $75.31 million in total current
assets available to pay $85.92 million in total current
liabilities.


DANIEL T. FARKAS: Case Summary & Five Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Daniel T. Farkas
        P.O. Box 75
        Oakdale, NY 11769

Bankruptcy Case No.: 08-75985

Chapter 11 Petition Date: October 27, 2008

Court: Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Debtor's Counsel: Ronald D. Weiss, Esq.
                  weiss@ny-bankruptcy.com
                  Ronald D. Weiss, P.C.
                  734 Walt Whitman Road, Suite 203
                  Melville, NY 11747
                  Tel: (631) 271-3737
                  Fax: (631) 271-3784

Total Assets: $2,298,500

Total Debts: $2,329,300

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

            http://bankrupt.com/misc/nyeb08-75985.pdf


DELPHI CORP: Plan Filing Period Extended to January 31, 2009
------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York extended Delphi Corporation' exclusive periods, solely as
between the statutory committees and Delphi, to:

(a) file a plan of reorganization through and including
     January 31, 2009; and

(b) solicit acceptances of that Plan through and including
     March 31, 2009.

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 on January 25, 2008, confirmed Delphi's plan of
reorganization.  The terms of the Plan, however, were not
consummated after a group led by Appaloosa Management, LP
terminated a deal to invest $2,550,000,000 in reorganized Delphi.
On October 3, 2008, Delphi filed a revised plan that excludes
Appaloosa, et al., but provides for more funding from General
Motors Corp.  The revised plan requires a re-solicitation of votes
and contemplates Delphi's exit from bankruptcy in December 2008.

The Court has adjourned the preliminary plan modification hearing
to 11:00 a.m. on November 5, 2008.  The hearing was originally
scheduled for 10:00 a.m. EDT on Oct. 23, 2008.  The objection
deadline for the proposed plan modifications was October 16, 2008,
except for certain parties that requested, and received, a
specific extension of the objection deadline.

In a prepared statement, Delphi corporate spokesman Lindsey
Williams said the extra time will "allow us to continue the
significant transformation progress made to date," according to a
report by the Business First of Buffalo.

                       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.

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


DELPHI CORP: Committee, Equity Holders to Participate in Exit Loan
------------------------------------------------------------------
At the behest of Delphi Corporation, the United States Bankruptcy
Court for the Southern District of New York permitted members of
the Debtors' statutory committees of creditors and equity holders
to help finance the Debtors' emergence from bankruptcy.

Delphi is working out a $3,750,000,000 exit financing to push for
its emergence from bankruptcy.

Judge Drain ruled that investors are allowed to participate in
Delphi's financing without compromising their duties as members
of any of Delphi's committees by limiting the information they
share with others in the firm.  "Delphi's request doesn't give
anyone a free pass under the securities law," Bloomberg quoted
Judge Drain as saying.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, asserts it wouldn't be in
Delphi's interest, or in the interest of any stakeholder of
Delphi, to place any arbitrary impediments on investment in the
former GM unit.

Delphi anticipates raising approximately $3,750,000,000 of funded
emergence capital through a combination of term bank debt and
rights to purchase equity in reorganized Delphi.  Delphi expects
to raise at least $2,750,000,000 in funded first and second lien
debt plus an unfunded asset-backed revolving credit facility of
up to $1,200,000,000.  Delphi anticipates raising the remaining
funded emergence capital through a combination of a
$1,000,000,000 discount rights offering and a direct subscription
for new common stock in reorganized Delphi.

Members of the Official Committee of Unsecured Creditors and the
Official Committee of Equity Security Holders were also allowed
to participate in Delphi's exit financing in connection with its
reorganization plan that was confirmed by the Court on
January 25, 2008.  The Confirmed Plan required a $4,700,000,000
of net funded debt and $1,750,000,000 from a rights offering, as
well as a $2,550,000,000 equity investment by a group led by
Appaloosa Management, L.P.  The Plan, however, was not
consummated after Appaloosa backed out.

                       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 on January 25, 2008, confirmed Delphi's plan of
reorganization.  The terms of the Plan, however, were not
consummated after a group led by Appaloosa Management, LP
terminated a deal to invest $2,550,000,000 in reorganized Delphi.
On October 3, 2008, Delphi filed a revised plan that excludes
Appaloosa, et al., but provides for more funding from General
Motors Corp.  The revised plan requires a re-solicitation of votes
and contemplates Delphi's exit from bankruptcy in December 2008.

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




DELPHI CORP: Seeks 6-Month Extension of $4.35 Billion DIP Loan
--------------------------------------------------------------
Delphi Corporation said in a regulatory filing that it is seeking
to amend and extend until the earlier of June 30, 2009, or the
effective date of its reorganization plan, its existing debtor-
in-possession credit facility.

Delphi was scheduled to meet with investors Sept. 27 to discuss
its plan to extend the approximately $4,350,000,000 in total
financing, comprising:

     Tranche        Facility
     -------        --------
        A           $1,100,000,000 first priority revolving
                    Credit facility

        B           $500,000,000 first priority term loan

        C           Approximately $2,750,000,000 second priority
                    term loan.

Delphi continues to work on emerging from bankruptcy "as soon as
practicable," Business First of Buffalo reported, citing Delphi
Spokesman Lindsey Williams.  Delphi on Oct. 3 filed modifications
to its Court-confirmed plan of reorganization.  The modified plan
provides for a schedule that could allow Delphi to exit from
bankruptcy by this December.

In connection with the proposed extension, Delphi provided
supplemental financial information containing unaudited
collateral coverage and borrowing base calculations for debtor
entities as of June 30, 2008 and projected revenues, EBITDAR
information and debt and liquidity levels through June 30, 2009,
each as measured under the terms and covenants to be contained in
the Amended and Restated DIP Credit Facility.  A copy of Delphi's
presentation is available at:

               http://researcharchives.com/t/s?344c

Delphi's new projections differ from the projections stated in
its September 2007 plan and disclosure statement to reflect:

   (i) Delphi's delayed emergence from chapter 11, including the
       retiming of divestiture transactions, the removal of
       changes in working capital terms anticipated at emergence
       and the reversal of adjustments related to fresh start
       accounting and certain recapitalization transactions
       which were to take place upon emergence;

  (ii) a more conservative volume assumption of a 10% reduction
       in projected global vehicle production volumes from prior
       projections, and revised prices per pound of copper,
       aluminum (primary), aluminum (secondary), and steel and
       per barrel of crude oil of $2.27, $0.98, $0.82, $0.88 and
       $78.00, respectively;

(iii) a retiming of capital expenditures resulting in projected
       expenditures of $329,000,000 in the second half of 2008
       and $338,000,000 in the first half of 2009,

  (iv) an extension of the term of Delphi's Advance Agreement
       with GM, which provides for $300,000,000 in available
       liquidity, and

   (v) the acceleration by GM of payables to Delphi which is
       expected to result in an additional $100,000,000 of
       liquidity to Delphi in each of April, May and June of
       2009.

While Delphi believes there is substantial agreement with GM to
extend the term of its Advance Agreement and accelerate payment
of payables to Delphi, any amendment to the Advance Agreement or
agreement to advance payables is conditioned on Delphi obtaining
extension of its Amended and Restated DIP Credit Facility through
June 30, 2009.  In addition, any amendment to the Advance
Agreement is subject to the Bankruptcy Court's approval.  "There
can be no assurances that such amendment will actually become
effective or that GM will agree to accelerate payment of
payables," Delphi said in the SEC filing.

Incorporating the revised assumptions to the Prior Projections
results in a decrease in projected 2008 revenue from
$22,203,000,000 to $21,642,000,000 in the DIP Extension
Projections, due principally to projected volume declines.  The
first half 2009 revenue on a basis consistent with the Prior
Projections increases from $9,625,000,000 to $9,789,000,000
principally due to the retiming of divestitures offset by
projected volume reductions.

The 2008 projected EBITDAR increases from $526,000,000 in the
Disclosure Statement to $745,000,000 in the DIP Extension
Projections.  The increase is primarily due to a difference in
definition of EBITDAR between the Disclosure Statement and the
Amended and Restated DIP Credit Facility principally related to
the treatment of effectiveness of Delphi's amended Master
Restructuring Agreement with GM resulting in an increase of
$373,000,000, adjustments for non-emergence of $32,000,000
primarily driven by a decrease in incentive compensation expense,
material cost reductions of $17,000,000, and performance and
other related improvements of $47,000,000, partially offset by
the impact of volume reductions of $249,000,000.

The first half 2009 projected EBITDAR decreases from $904,000,000
on a basis consistent with the Prior Projections to $699,000,000
in the DIP Extension Projections.  The decrease is primarily due
to volume reductions resulting in a $337,000,000 decrease, a
difference in the definition of EBITDAR between the Disclosure
Statement and the Amended and Restated DIP Credit Facility
resulting in an increase of $2,000,000, and adjustments for non-
emergence of $4,000,000 primarily driven by an increase in
pension expense, partially offset by a decrease in material costs
of $113,000,000 and performance and other related improvements of
$21,000,000.

                       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 on January 25, 2008, confirmed Delphi's plan of
reorganization.  The terms of the Plan, however, were not
consummated after a group led by Appaloosa Management, LP
terminated a deal to invest $2,550,000,000 in reorganized Delphi.
On October 3, 2008, Delphi filed a revised plan that excludes
Appaloosa, et al., but provides for more funding from General
Motors Corp.  The revised plan requires a re-solicitation of votes
and contemplates Delphi's exit from bankruptcy in December 2008.

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



DELPHI CORP: Seeks to Reinstate Fraud Claims Against Appaloosa
--------------------------------------------------------------
The Hon. Robert Drain of the United States Bankruptcy Court for
the Southern District of New York said at a hearing on Oct. 8 that
that he will reconsider Delphi Corp.'s fraud claim against
Appaloosa Management, L.P., that he had earlier dismissed.

In that light, the parties submitted various memorandums that
back their positions with respect to Delphi's fraudulent omission
claim against Appaloosa.

Delphi wants its fraudulent omission claim reinstated, citing
that the claim is in compliance with Rule 9(b) of the Federal
Rules of Civil Procedure.

To note, the Bankruptcy Court had earlier issued an order
sustaining all claims alleged by Delphi against Appaloosa except
for the Fraud Claim.  The Court explained that Delphi's fraud
claim against Appaloosa was based on two different theories:

  (1) the alleged concerted efforts by Appaloosa to subvert
      secretly, at least to Delphi, the implementation of the
      Equity Purchase and Commitment Agreement and the related
      agreements, including the bank financing under the
      Chapter 11 plan;

  (2) Appaloosa, through David Tepper's declaration to the
      Court, and in his testimony on the December 7, 2007,
      hearing on the Debtors' motion to enter into the amended
      EPCA, knowingly falsely represented Appaloosa's intention
      to perform the EPCA.

Representing Delphi, Edward A. Friedman, Esq., at Friedman Kaplan
Seiler & Adelman LLP, in New York, asserts that the fraudulent
omission claim has been alleged with sufficient particularity,
and accordingly, the claim should be reinstated.  As the Court
noted, the Civil Rule 9(b) pleading standard for the
"circumstances constituting fraud" is different in cases alleging
concealment as opposed to an affirmative misrepresentation.

In addition, according to Mr. Friedman, the Court stated it would
permit Delphi to amend its complaint to raise allegations against
any of the defendants in respect of misconduct or recklessness or
the like that could justify a claim of either specific
performance of not enforcing the damages cap under Kalisch-Jarcho
or veil-piercing or equitable subordination.

Instead of amending its complaint, Delphi, in a letter dated
July 31, 2008, advised the Court and Appaloosa that it decided
not to amend its Complaint in respect of misconduct or
recklessness per the Court's authorization, Mr. Friedman avers.
He further said that Delphi explained that its complaint would
give it sufficient basis to proceed and obtain the relief it
seeks, because the Court had ruled that Delphi's allegations of
misconduct as against Appaloosa were "reasonably specific."

                        Paragraphs 71-83

Delphi's fraud claims rely upon the events and allegations made
by Delphi in Paragraphs 71-83 of its $2,550,000,000 lawsuit
against Appaloosa and other parties.  The allegations included
that even before the Court confirmed Delphi's Plan of
Reorganization on Jan. 25, 2008, Appaloosa engaged in efforts to
avoid its obligations under the EPCA and undermine the
consummation of the Plan.

Appaloosa notes that while those "unsupported and incorrect
allegations" have been dismissed as against every other
defendant, Delphi continues to advance the false allegations as
the "core" of its claims against Appaloosa.  Accordingly,
Appaloosa asked the Court to strike Par. 71-83.

Appaloosa insists that Par. 71-83 should be stricken because
Delphi did not satisfy the "particularity requirement" of Civil
Rule 9(b).  Delphi's fraud claim was dismissed, but not the other
claims for specific performance, invalidating the liability cap,
piercing the corporate veil and equitable subordination.

Glenn M. Kurtz, Esq., at White & Case LLP, in New York, tells the
Court that Appaloosa and its affiliate A-D Acquisition Holdings,
LLC, are seeking the Court's approval to reargue because Civil
Rule 9(b) applies to all fraud allegations for all purposes, not
merely when offered is support of a fraud claim.

Mr. Kurtz affirms that the Court correctly applied Civil Rule
9(b) to the alleged fraudulent conduct of Par. 71-83, as it
applies to averments of fraud and is not dependent on the
particular elements of fraudulent omission claim.  Civil Rule
9(b) applies to Par. 71-83 for all claims, including Delphi's
claim for specific performance and invalidating the liability
cap, veil piercing and equitable subordination and disallowance,
Mr. Kurtz adds.

According to Mr. Kurtz, a limitation on the order dismissing the
fraudulent omission claim would not be correct because Delphi's
claims fail on these grounds:

   -- Delphi failed to plead a duty to speak;

   -- Delphi's allegations are impermissibly made on information
      and belief;

   -- Delphi failed to plead the underlying misrepresentation,
      as required;

   -- Delphi failed to plead the omitted information, the
      context for the omissions and the manner in which it was
      misled;

   -- Delphi failed to plead what Appaloosa obtained through
      the alleged fraud; and

   -- Delphi failed to plead reliance, causation or damages.

Mr. Kurtz contends that the allegations of Par. 71-83 cannot
support the invalidation of the liability cap, veil piercing or
equitable subordination, irrespective of secrecy.

In light of these, Appaloosa and ADAH maintain that they are
entitled to the same rulings issued in favor of the other
defendants as to Delphi's claims for specific performance,
invalidating the liability cap, piercing the corporate veil and
equitable subordination.

In another filing, Mr. Kuntz said that Appaloosa also intends to
manifest these three issues raised in its Motion to Strike:

   (i) Whether the heightened pleading standard of Civil Rule 9(b)
       is relaxed because the fraud allegations of Par. 71-83
       were made in connection with fraudulent omission claim.

       The cases are uniform that Civil Rule 9(b) applies to all
       averments of fraud, including those made in fraudulent
       omissions claims. Although the pleading standard
       accommodates the difficulty of pleading a negative, the
       applicable standard in the New York Southern district is
       clear in requiring particularity.

  (ii) Whether Delphi has properly pled a fraudulent omission
       claim.

       In addition to its failure to plead the omitted
       information, Delphi also fails to plead a duty to speak,
       the underlying misrepresentation rendering the omission
       misleading, the context for the omission and the manner
       in which Delphi was misled, what Appaloosa gained through
       the alleged fraud, and reliance, causation and injury.
       The claim fails for relying on allegations made on
       information and belief.

(iii) Whether the alleged conduct or Par. 71-83 could support
       Delphi's claim for invalidating the liability cap, veil
       piercing and equitable subordination and disallowance, if
       there had been no alleged secrecy.

       In any case, Rule 9(b) applies to averments of fraud
       regardless of the claims for which they are offered.
       Delphi does not, and cannot plead the required elements
       of reliance, causation or damages.

          Delphi Wants to Reply with Confidentiality

Delphi informs the Court that it intends to file a reply
memorandum of law concerning the application of Civil Rule 9(b)
to its claim for fraudulent omissions.

Pursuant to Section 107(b) of the Bankruptcy Code and Rule 9018
of the Federal Rules of Bankruptcy Procedure, Delphi seeks the
Court's authority to redact the Reply Memorandum when it is
filed, in accordance with the Stipulation and Agreed Protective
Order Governing Production and Use of Confidential and Highly
Confidential Information, which was agreed to by the parties and
approved by the Court on July 10, 2008.

                       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 on January 25, 2008, confirmed Delphi's plan of
reorganization.  The terms of the Plan, however, were not
consummated after a group led by Appaloosa Management, LP
terminated a deal to invest $2,550,000,000 in reorganized Delphi.
On October 3, 2008, Delphi filed a revised plan that excludes
Appaloosa, et al., but provides for more funding from General
Motors Corp.  The revised plan requires a re-solicitation of votes
and contemplates Delphi's exit from bankruptcy in December 2008.

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


DERBES REALTY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Derbes Realty Trust
        44 Branch Street
        Quincy, MA 02169
        Tel: (617) 471-9190

Bankruptcy Case No.: 08-18131

Type of Business: The Debtor is a realty trust.

Chapter 11 Petition Date: October 27, 2008

Court: District of Massachusetts (Boston)

Judge: Henry Boroff

Debtor's Counsel: Christine Cedrone Logan, Esq.
                  clogan@cedronelaw.com
                  Christine Cedrone Logan & Associates, P.
                  21 McGrath Highway, Suite 306
                  Quincy, MA 02169
                  Tel: (617) 934-0709
                  Fax: (617) 328-0689

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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


DOMENIC MOTORS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Domenic Motors, Ltd.
        4331 Ohio River Boulevard
        Pittsburgh, PA 15202

Bankruptcy Case No.: 08-27162

Type of Business: The Debtor is a European automobile dealer.
                  See: http://www.domenicmotors.com/

Chapter 11 Petition Date: October 27, 2008

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Robert O. Lampl, Esq.
                  rol@lampllaw.com
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax : 412-392-0335

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

Estimated Debts: $1 million to $10 million

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


DRS TECHNOLOGIES: S&P Lifts LT Corp. Credit Rating to BBB from BB-
------------------------------------------------------------------
Standard & Poor's Ratings Service raised certain ratings and
withdrew others on DRS Technologies Inc. (BBB/Watch Neg/--)
following the acquisition of the company by Finmeccanica
SpA (BBB/Watch Neg/A-2) of Italy for $5.2 billion, including
assumed debt.  The long-term corporate credit rating has been
raised to 'BBB' from 'BB-'.

"The ratings of DRS have been equalized to those of Finmeccanica
as we believe DRS will be a core subsidiary of its new parent,
especially as related to its U.S. defense electronics business,"
said Standard & Poor's credit analyst Christopher DeNicolo.  At
the same time, S&P withdrew its issue and recovery ratings on DRS'
secured credit facility, as it was repaid as part of the
transaction.  S&P also withdrew the recovery ratings on the
remaining unsecured and subordinated notes, as they are now
investment grade.  The $345 million convertible notes due 2013 are
in the process of being converted and ratings will be withdrawn
when conversion is complete.

The ratings are on CreditWatch with negative implications,
reflecting the CreditWatch of Finmeccanica.  The corporate credit
rating on DRS will likely be withdrawn if the company ceases to
file separate financial statements or if Finmeccanica explicitly
guarantees the outstanding notes.

Parsippany, New Jersey-based DRS is a leading mid-tier supplier of
defense electronics, including infrared and electro-optical
sighting, targeting and weapon sensor systems, naval displays,
signals intelligence processing equipment and battle management
tactical computer systems.  The company also provides logistics,
IT, and training services and military support equipment.


EMPIRE LAND: Creditors' Panel Objects to Pachulski Stang Fees
-------------------------------------------------------------
BankruptcyLaw360.com reports that the Official Committee of
Unsecured Creditors of Empire Land, LLC, which does business as
Empire Land Development, LLC, and its debtor-affiliates objected
to the fee request of Pachulski Stang Ziehl & Jones, LLP, for the
month of July 2008, citing the lack of a plan and "bad faith" in
discovery.

Headquartered in Ontario, California, Empire Land, LLC, dba Empire
Land Development, LLC -- http://www.epinc.com/-- develops  
communities and other land construction projects located in
California and Arizona.  As of March 31, 2008, the company owned
at least 11,800 lost in 14 separate land projects.

The company and seven of its affiliates filed for Chapter 11
protection on April 25, 2008 (Bankr. C.D. Calif. Lead Case No.08-
14592).

James Stang, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represents the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 16 has appointed three creditors to serve on an
Official Committee of Unsecured Creditors in the case.  The
Committee selected Landau & Berger LLP as its general bankruptcy
counsel.

When the Debtors filed for protection against their creditors,
they listed assets and debts between $100 million to $500 million.


ENRON CORP: EBS Ex-CEO Joseph Hirko Pleads Guilty to Wire Fraud
---------------------------------------------------------------
Joseph Hirko, former co-chief executive of Enron Broadband
Services, pleaded guilty to one count of a superseding indictment
of wire fraud, the U.S. Department of Justice said in a press
release dated October 14, 2008.

Mr. Hirko pleaded guilty before Judge Vanessa Gilmore at the U.S.
District Court in Houston, Texas.  According to the terms of the
plea agreement, Mr. Hirko faces a maximum sentence of 16 months in
prison and a fine of up to $250,000.  Sentencing has been
scheduled for March 3, 2009.

As part of the plea agreement, Mr. Hirko agreed to cooperate fully
with the government's ongoing criminal investigation of
individuals formerly employed at EBS.  In addition, Mr. Hirko
agreed to forfeit approximately $8.7 million in restitution to the
Enron victims through the U.S. Securities and Exchange
Commission's Enron Fair Fund.

The Justice Department related that in July 2005, Mr. Hirko and
four other EBS executives were tried on various charges of
conspiracy to commit securities and wire fraud, securities fraud,
wire fraud, insider trading and money laundering relating to
their employment at Enron.  The trial resulted in a mistrial, and
Mr. Hirko was subsequently charged in a new indictment with wire
fraud, securities fraud and insider trading.

Mr. Hirko participated at Enron's annual analyst conference in
Houston at which Jeffrey Skilling, Enron's former chief executive
officer, introduced EBS as one of Enron's "core" units.  Mr.
Skilling also announced the development of a broadband operating
system or "BOS."  According to the superseding indictment, the BOS
was meant to be an "intelligent" operating system that would,
among other things, automatically find the most optimal path to
deliver data on Enron's network, a process Enron dubbed "dynamic
routing," link Enron's network to other networks and provide
guaranteed levels of service.

As alleged in the superseding indictment, Enron issued a press
release on May 15, 2000, announcing the acquisition of Warpspeed
Communications.  According to the plea agreement, the press
release falsely represented the status of the BOS and implied that
it was already embedded and functioning as a part of Enron's
network; in particular, the press release stated that the BOS
"allows application developers to dynamically provision bandwidth
on demand for the end-to-end quality of service necessary to
deliver broadband content."

The plea agreement, according to the DOJ, states that Mr. Hirko
reviewed and, with a reckless indifference to the true facts,
approved this language even though the press release contained
material inaccurate representations of the BOS' status.  He
admitted that he knew the BOS was under development throughout his
employment at Enron, was never embedded on Enron's network and
could not dynamically provide bandwidth on demand or provide for
the end-to-end quality of service necessary to deliver broadband
content.  According to the plea agreement, Mr. Hirko's approval of
this press release, as well as other press releases, assisted in
maintaining Enron's overall stock price, thereby improperly
maintaining the value of his holdings of Enron stock.

"Today's plea closes another chapter in the Enron scandal," said
Acting Assistant Attorney General Matthew Friedrich.  "According
to admissions made by Mr. Hirko as a part of his plea, he played a
part in disseminating misstatements about the technical viability
of Enron's Broadband Services Division, and shareholders were left
holding the bag."

"Mr. Hirko not only deceived his colleagues and investors about
Enron's 'core' broadband unit, but his actions had a greater
impact on our nation's economy and resulted in the eventual
erosion of numerous retirement nest eggs," said Assistant Director
Kenneth W. Kaiser, FBI Criminal Investigative Division.  "The FBI
remains committed to bringing to justice those responsible for
corporate fraud and restoring the public's confidence in our
economy."

The case is being prosecuted by attorneys Jonathan E. Lopez, Jack
B. Patrick and Liam B. Brennan of the Criminal Division's Fraud
Section.

Charges against the EBS employees were initially brought in March
2003 by the Enron Task Force, a team of federal prosecutors and
agents formed to investigate matters related to the collapse of
Enron Corp.  All remaining Enron Task Force cases are now being
handled by the Criminal Division's Fraud Section, with the
investigatory assistance of the FBI.

Mr. Hirko has been slated to go to trial in December, alongside
Rex Shelby, a former top software executive at EBS, The Houston
Chronicle related.  Another former Enron executive, Scott Yeager,
is also facing a retrial scheduled for March 2009.

Enron Corp., at one time the seventh-ranked company in the United
States with stock trading as high as $80 per share in August
1999, filed for bankruptcy protection on Dec. 2, 2001, and its
stock became virtually worthless.

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP,
represented the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins,
Esq., Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at
Milbank, Tweed, Hadley & McCloy LLP represented the Official
Committee of Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.  (Enron Bankruptcy News, Issue No.
210; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)   


EPICEPT CORP: SEC Registers $50MM Securities for Sale
-----------------------------------------------------
The Securities and Exchange Commission granted effectiveness on
EpiCept Corporation's Registration Statement, File No. 333-153895,
on Oct. 21, 2008.

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

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

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

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

                    About EpiCept Corporation

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

                       Going Concern Doubt

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

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


EQUISTAR CHEMICALS: LyondellBasell Amends Bridge Loan Agreement
---------------------------------------------------------------
Equistar Chemicals LP disclosed in a Securities and Exchange
Commission filing that through a series of actions, the validity
of which LyondellBasell Industries disputes, the joint lead
arrangers under the Bridge Loan Agreement had attempted to
increase the applicable rate under the Bridge Loan Agreement to
12% per annum.

Since June 20, 2008, LyondellBasell Industries had been paying 12%
interest, which is approximately 4% higher than the applicable
rate under the Bridge Loan Agreement as at June 30, 2008, in order
to avoid any allegation of default by the lenders.  LyondellBasell
had protested the higher rate of interest and had reserved its
right to recover any such amounts based upon a determination that
the JLAs' attempt to impose a rate increase is not supported by
the terms of the applicable loan documentation.

On Oct. 17, 2008, the Bridge Loan Agreement originally dated as of
Dec. 20, 2007, and amended and restated as of April 30, 2008,
between, among others, LyondellBasell Finance Company, of which
Lyondell Chemical Company, as borrower, parent as a guarantor,
certain subsidiaries of parent, including Lyondell and certain of
its subsidiaries, including Equistar Chemicals, LP, as subsidiary
guarantors, and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Goldman Sachs Credit Partners L.P., Citigroup Global
Markets Inc., ABN AMRO Incorporated and UBS Securities LLC, as
Joint Lead Arrangers and Bookrunners, was further amended and
restated.

The amendments re-tranche the $8 billion principal amount of
initial loans outstanding under the Amended and Restated Bridge
Loan Agreement into (a) $3.5 billion of fixed rate second lien
loans, which bear interest at a rate equal to 12% per annum (12.5%
in the case of certain ratings downgrades), (b) $2.0 billion of
floating rate second lien loans and (c) $2.5 billion of floating
rate third lien loans.  All of the floating rate loans bear
interest at a rate equal to LIBOR (in the case of U.S. dollar
loans) or EURIBOR (in the case of euro loans) plus the Applicable
Margin (as defined in the Amended and Restated Bridge Loan
Agreement).  The economic impact of the interest rates applicable
to the re-tranched loans is effective as of June 16, 2008.

The amendments also include provisions allowing lenders under the
Amended and Restated Bridge Loan Agreement:

   -- within 180 days after Oct. 17, 2008, to convert retranched   
      fixed rate second lien loans into fixed rate second lien
      notes or a combination of fixed rate second lien notes and
      up to $1 billion in aggregate principal amount of fixed rate
      third lien notes and/or fixed rate unsecured notes (and
      pursuant to a notice provided by the lenders on
      Oct. 17, 2008, all of the fixed rate second lien loans will
      automatically convert into fixed rate second lien notes if
      no election is made by the lenders to convert a portion of
      the fixed rate second lien loans to fixed rate third lien or
      unsecured notes within this 180-day period); and

   -- following the time that the fixed rate second lien loans
      have been converted into exchange notes and certain lenders
      under the Amended and Restated Bridge Loan Agreement hold,
      in aggregate, less than $950 million of such notes, to
      convert new floating rate second lien loans into fixed rate
      second lien notes and to convert new floating rate third
      lien loans into fixed rate third lien notes and/or fixed
      rate unsecured notes.

In all such cases, the exchange notes will bear interest at a rate
equal to 12% per annum (12.5% in the case of certain ratings
downgrades), may be denominated in euro or dollars, and will have
maturity dates between June 2015 and December 2019.  In addition,
the amendments include revisions to some of the terms of the
exchange notes to make them consistent, in some instances, with
similar provisions of the senior secured credit facility,
originally dated as of Dec. 20, 2007, and amended and restated as
of April 30, 2008, between, among others, Parent, Lyondell and
certain subsidiary guarantors, including Equistar, party thereto
from time to time. The amendments also make other changes,
including technical and typographical corrections. The foregoing
does not purport to be complete and is qualified in its entirety
by reference to the Amended and Restated Bridge Loan Agreement.

                     About Equistar Chemicals

Headquartered in Houston, Texas, Equistar Chemicals LP, a wholly
owned subsidiary of Lyondell Chemical Company (NYSE: LYO) --
http://www.lyondell.com/-- produces ethylene, propylene and   
polyethylene in North America and ethylene oxide, ethylene glycol,
high value-added specialty polymers and polymeric powder.

Equistar Chemicals LP's consolidated balance sheet at June 30,
2008, showed $9.62 billion in total assets and $19.7 billion in
total liabilities, resulting in a $10.1 billion total partners'
deficit.

At June, 2008, the company's consolidated balance sheet also
showed strained liquidity with $2.97 billion in total current
assets available to pay $2.53 billion in total current
liabilities.

                          *     *     *

Equistar Chemicals LP's 7.55% senior unsecured notes carry Moody's
Investor Service's B3 rating, Standard & Poor's Ratings Service's
B+ rating and Fitch Ratings' BB+ rating.


EVERGREEN ENERGY: Gets Ave. Closing Price Non-Compliance Notice
---------------------------------------------------------------
Evergreen Energy Inc. was notified by the New York Stock Exchange
Arca Inc. that it is not in compliance with the NYSE Arca's
continued listing standard for minimum share price under Rule
5.5(b)(2) of the NYSE Arca Equities Rules.  The standard requires
that the average closing price of any listed security not fall
below $1.00 per share for any consecutive 30-day trading period.

Evergreen is exploring alternatives for curing this deficiency and
restoring compliance with the continued listing standards.  The
company's common stock will remain listed on the NYSE Arca
exchange under the symbol "EEE" but will be assigned a ".BC"
indicator by the NYSE Arca to show that the company is currently
out of compliance with the NYSE Arca's continued listing
standards.

As required by Rule 5.5(b) of the NYSE Arca Equities Rules,
Evergreen is required to notify formally the NYSE Arca within
10 business days from receipt of the notice of its intent to cure
this deficiency and provide commentary on its ability to cure the
deficiency and of the specific steps it is planning to take to
regain compliance.  Evergreen has six months from the notification
date to comply with the NYSE Arca minimum share price standard.  
If it is not compliant by that date, its common stock will be
subject to suspension and delisting by the NYSE Arca.

                    About Evergreen Energy Inc.

Headquartered in Denver, Colorado, Evergreen Energy Inc. (NYSE
Arca: EEE) -- http://www.evgenergy.com/-- refines coal into a  
cleaner, more efficient and affordable solid fuel that is
available today to meet the growing energy demands of industrial
and utility customers while addressing important environmental
concerns.


FIELDSTONE MORTGAGE: Moody's Cuts Ratings on Worsening Performance
------------------------------------------------------------------
Moody's Investors Service has downgraded 3 certificates from a
transaction issued by Fieldstone Mortgage Investment Trust.  The
transaction is backed by second lien loans.  The certificates were
downgraded because the bonds' credit enhancement levels, including
excess spread and subordination were low compared to the current
projected loss numbers at the previous rating levels.

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

Issuer: Fieldstone Mortgage Investment Trust 2006-S1

  -- Cl. A, Downgraded to Ca from B3
  -- Cl. M1, Downgraded to C from Caa3
  -- Cl. M2, Downgraded to C from Ca


FORT DUQUESNE: Moody's Junks Rating on $400MM Class A-1B Notes
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of four
classes of notes and left on review for possible further downgrade
the ratings of three of these classes of notes issued by Fort
Duquesne CDO 2006-1 Ltd. as:

Class Description: $450,000,000 Class A-1A Senior Secured Floating
Rate Notes Due 2046

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Prior Rating Date: 7/17/2008
  -- Current Rating: A1, on review for possible downgrade

Class Description: $400,000,000 Class A-1B Senior Secured Floating
Rate Notes Due 2046

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: 7/17/2008
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: U $100,000,000 Class A-2 Senior Secured
Floating Rate Notes Due

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Prior Rating Date: 7/17/2008
  -- Current Rating: Ca

Class Description: $11,000,000 Class X Senior Secured Notes Due
2046

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Prior Rating Date: 7/17/2008
  -- Current Rating: Ba3, on review for possible downgrade

Fort Duquesne CDO 2006-1 Ltd. is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.  
On May 30, 2008, the transaction experienced an event of default
caused by a failure of the ratio calculated by dividing (a) the
Net Outstanding Portfolio Collateral Balance by (b) the Aggregate
Outstanding Amount of the Class A Notes to equal 100%, as set
forth in Section 5.01(i) of the Indenture dated as of October 26,
2006.  That event of default is continuing.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral Debt Securities
and the Notes.  The rating actions taken reflect the increased
expected loss associated with tranches of the transaction.  Losses
are attributed to diminished credit quality on the underlying
portfolio.  The severity of losses of certain tranches may be
different, however, depending on the timing and choice of remedy
to be pursued following the default event.  Because of this
uncertainty, the ratings assigned to Class A-1A, Class A-1B and
Class X remain on review for possible further action.




FRED LEIGHTON: Owner Says Jewelry Not Bankrupt Estate Property
--------------------------------------------------------------
BankruptcyLaw360.com reports that a family member of the owner of
Fred Leighton Holding, Inc., and its debtor-affiliates demanded
the return of a massive jewelry collection that she insists should
not be part of the bankruptcy estate.

Fred Leighton Holding, Inc. -- http://www.fredleighton.com/-- is  
a New York-based jewelry retailer owned by Ralph O. Emerian.  Fred
Leighton has decked countless red-carpet-dwellers in diamonds,
including Sarah Jessica Parker, Nicole Kidman, and Catherine Zeta-
Jones.  It specializes in vintage jewelry from the 18th and 20th
centuries, including antique cushion-cut diamonds and antique and
estate brooches.  It also produces Fred Leighton signature
collection that combines past aura and the present materials and
craftmanship.

The Debtors filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code on April 15, 2008 (Bankr. S.D.N.Y., Case
No. 08-11363).  Joshua Joseph Angel, Esq., and Frederick E.
Schmidt, Esq., at Herrick, Feinstein LLP, in New York, represent
the Debtors.  An Official Committee of Unsecured Creditors has
been appointed in these cases.  The Committee's counsels are
Michael Z. Brownstein, Esq., and Rocco A. Cavaliere, Esq., at
Blank Rome LLP.  No trustee or examiner has been appointed in the
cases.  The Debtors listed total assets of $128,551,467 and total
liabilities of $134,814,367 in their schedules.


FREESCALE SEMICONDUCTOR: 2 Board Members Named to Legal Committee
-----------------------------------------------------------------
Freescale Semiconductor Inc. disclosed in a Securities and
Exchange Commission filing that on Oct. 17, 2008, Kevin R. Burns
and James A. Quella, both members of the Board of Directors of
Freescale Semiconductor Holdings I, Ltd. and Freescale, were
appointed to the Audit and Legal Committee of the Board of
Directors of Holdings I and Freescale.

                  About Freescale Semiconductor

Headquartered in Austin, Texas, Freescale Semiconductor Inc.
(NYSE: FSL) -- http://www.freescale.com/ -- designs and     
manufactures embedded semiconductors for the automotive, consumer,
industrial, networking and wireless markets.  The company has
design, research and development, manufacturing or sales
operations in more than 30 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Fitch Ratings revised the rating outlook on Freescale
Semiconductor Inc. to negative from stable and affirmed these
ratings: (i) issuer default rating at 'B+'; (ii) senior secured
bank revolving credit facility at 'BB+/RR1'; (iii) senior secured
term loan at 'BB+/RR1'; (iv) senior unsecured notes at 'B/RR5';
and (v) senior subordinated notes at 'CCC+/RR


FREESCALE SEMICONDUCTOR: Board Adopts Deferred Stock Unit Deal
--------------------------------------------------------------
Freescale Semiconductor Inc. disclosed in a Securities and
Exchange Commission filing that on Oct. 17, 2008, the Compensation
and Leadership Committees of the Board of Directors of Holdings I
and Freescale adopted the form of Deferred Stock Unit Award
Agreement to be used under the Freescale Holdings 2006 Management
Incentive Plan to issue performance-based deferred stock unit
awards to certain executives, including named executive officers.

Under the terms of the DSU Agreement, the number of deferred stock
units issued will be based on Freescale's performance based on
revenue growth and EBITDA growth measured against a list of peer
companies chosen by the Committee.  The performance period will
commence on Jan. 1, 2009, and will end on Dec. 31, 2011.

The deferred stock units will vest 100% on the fourth anniversary
of the date of grant so long as the executive remains employed by
Freescale or an affiliate. In addition, the DSU Agreement contains
covenants regarding confidential information, non-solicitation and
non-competition that are effective following termination of the
executive's employment.

Except as otherwise determined by the Committee, if a change in
control occurs during the Performance Period, the Performance
Period will terminate and all performance goals will be deemed
achieved at target levels.

On Oct. 17, 2008, the Committee adopted the form of Restricted
Cash Award Agreement to be used under the Freescale Holdings 2007
Employee Incentive Plan to issue cash awards to certain
executives, including named executive officers.

Under the terms of the RCA Agreement, the cash award will vest and
become payable with respect to 100% of the dollar value of the
cash award on the third anniversary of the date of grant.  If the
executive's employment terminates, then all unvested portions of
the award will be forfeited by the executive.

                  About Freescale Semiconductor

Headquartered in Austin, Texas, Freescale Semiconductor Inc.
(NYSE: FSL) -- http://www.freescale.com/ -- designs and     
manufactures embedded semiconductors for the automotive, consumer,
industrial, networking and wireless markets.  The company has
design, research and development, manufacturing or sales
operations in more than 30 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Fitch Ratings revised the rating outlook on Freescale
Semiconductor Inc. to negative from stable and affirmed these
ratings: (i) issuer default rating at 'B+'; (ii) senior secured
bank revolving credit facility at 'BB+/RR1'; (iii) senior secured
term loan at 'BB+/RR1'; (iv) senior unsecured notes at 'B/RR5';
and (v) senior subordinated notes at 'CCC+/RR


FREMONT GENERAL: Wins Jan. 30 Extension for Own Restructuring Plan
------------------------------------------------------------------
The Hon. Erithe A. Smith of the United States Bankruptcy Court for
the Central District of California further extended the exclusive
periods of Fremont General Corporation to:

  a) file a Chapter 11 plan until Jan. 30, 2009; and

  b) solicit acceptances of that plan until April 30, 2009.

The Court overruled an objection to the Debtor's extension request
filed by Official Committee of Unsecured Creditors on Oct. 6,
2008, saying that only a plan of liquidation is a possible exit
from the case.  "The Committee' crave the power to seize control
over this case, incite further litigation, and ultimately force a
liquidation in the face of the real prospect that a larger estate
could be realized for the benefit of all the Debtor's
stakeholders," the Debtor said.

The Debtor told the Court that it will use the extension of time
to (i) solicit overbids to a proposed plan of reorganization of
Kelly Capital LLC, which terms of the plan are still being
negotiated, or (ii) locate more plan proponents.  The proposed
plan consist of an infusion of new value into the Debtor's estate,
among other things.

                      About Fremont General

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

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

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

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


GANNETT CO: To Lay Off 10% of Staff After 33% Drop in Profit
------------------------------------------------------------
David B. Wilkerson at MarketWatch reports that Gannett Co. said on
Tuesday that it will lay off about 3,000 employees, or 10% of its
work force, after the company reported a 33% decline in its third-
quarter 2008 profit.

MarketWatch relates that Gannett's newspaper division chief, Bob
Dickey, sent out a memo informing workers that the company will
let the workers go by early December.  According to MarketWatch,
Mr. Dickey told employees that Gannett's "fiscal crisis is
worsening."

MarketWatch states that Gannett's Chief Executive Craig Dubow
underscored a decline in classified ad sales.  According to Mr.
Wilkerson, Mr. Dubow told analysts in a conference call, "The
economy's problems are rooted in housing, and we have been a
leading indicator of the downturn there, with weak real estate
undermining the local economies in many markets we serve.  
Consumer confidence fell, retail spending was curtailed and
unemployment rose.  Demand for all ad categories waned, but the
critical real estate, retail and employment categories were stung
the most profoundly.  In fact, many of the states [hit hardest]
are ones in which we have a significant presence in publishing or
broadcasting or both, such as California, Nevada, Arizona and
Florida, among others."

                      About Gannett Co. Inc.
   
Headquartered in McLean, Virginia, Gannett Co. Inc. (NYSE:GCI) --
http://www.gannett.com/-- is an international news and    
information company.  In the United States, the company publishes
85 daily newspapers, including USA TODAY, and nearly 900 non-daily
publications.  Along with each of its daily newspapers, the
company operates Websites offering news, information and
advertising that is customized for the market served and
integrated with its publishing operations.  Newspaper publishing
operations in the United Kingdom, operating as Newsquest, include
17 paid-for daily newspapers, almost 300 non-daily publications,
locally integrated Websites and classified business Websites with
national reach.  The company has two segments: newspaper
publishing and broadcasting.

As reported in the Troubled Company Reporter on Oct. 2, 2008,
Standard & Poor's said on Oct. 1 it may lower Gannett's BBB+
corporate credit rating, the eighth-highest investment grade,
and its A-2 commercial paper rating, according to the report.  The
ratings company cited the worsening decline in newspaper
advertising, according to the report.

Gannett's print advertising sales plunged 16.8 percent in August,
the biggest monthly drop this year, as classifieds continued to
dry up, according to the report.  

Gannett said it drew on a revolving credit line to ensure it has
funds to repay its commercial paper.


GENERAL DATACOMM: Unit Inks $250K Receivable Sales Pact with CEO
----------------------------------------------------------------
General DataComm Industries, Inc.'s subsidiary, General DataComm,
Inc. entered into a Receivable Sales Agreement with Howard S.
Modlin, the company?s chief executive officer pursuant to which
Mr. Modlin has initially purchased receivables with a face value
of $256,242 for an aggregate purchase price of $250,000.  The
proceeds will be used for the company?s working capital needs.

A full-text copy of Receivable Sales Agreement is available for
free at http://ResearchArchives.com/t/s?3447

Based in Naugatuck, Connecticut, General DataComm Industries Inc.
(Other OTC: GNRD.PK) -- http://www.gdc.com/-- provides secure,     
NEBS-compliant networking for telcos, governments and businesses.
GDC's solutions help customers to bridge technologies, maximize
their investments in existing voice and data networks, and
transition to the newest network architectures.

GDC's product offerings enable legacy and DSL network access;
bandwidth management, multiprotocol label switching (MPLS), voice
over IP (VoIP), Ethernet, power over Ethernet (PoE), and wireless
networking, and are supported by services for network
installation, maintenance, operations, repair, enterprise security
management and complete network outsourcing.

                       Going Concern Doubt

Eisner LLP, in New York, expressed substantial doubt about General
DataComm Industries Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Sept. 30, 2007.  The auditing firm reported that
the company has both a working capital and stockholders' deficit
at Sept. 30, 2007, and has no current ability to obtain new
financing.  

The company has no current ability to borrow additional funds.  It
must, therefore, fund operations from cash balances, cash
generated from operating activities and any cash that may be
generated from the sale of non-core assets such as real estate and
others.  The company has $28,306,954 of debentures including
accrued interest which mature on Oct. 1, 2008, which it is
presently unable to pay.


GENERAL GROWTH: 2 Ind. Directors Assumes Senior Management Roles
-----------------------------------------------------------------
General Growth Properties, Inc. disclosed that two independent
directors of the company will assume senior management positions
effective immediately.  Adam Metz will serve as interim chief
executive officer, and Thomas H. Nolan Jr. will serve as interim
president, positions previously held by John Bucksbaum and
Robert A. Michaels.  Mr. Bucksbaum will continue to serve as
chairman and Mr. Michaels will continue to serve as chief
operating officer and a senior officer of the company.  In order
to maintain a majority of independent directors, Mr. Michaels has
also given up his board seat.

"[Messrs. Metz and Nolan] bring a wealth of real estate and
finance experience to our company," Mr. Bucksbaum said.  "I fully
support the board of director's decision to have them join the
senior management team, given their deep knowledge of our industry
and extensive relationships."

"We recognize that we are facing unprecedented challenges in this
economic environment, and we are committed to working with all our
stakeholders to achieve a successful outcome to our strategic
review process," Mr. Metz said.  "[Messrs. Bucksbaum and Michaels]
remain committed to the company's success and will continue to
play important roles both in the strategic review process and in
the ongoing operations of the company.  [Mr. Nolan] and I look
forward to working with both of them."

The company's board of directors and management team, along with
its financial and legal advisors, continue to be fully engaged
in a comprehensive evaluation of all financial and strategic
alternatives for the company, including but not limited to, asset
sales, joint ventures, corporate level capital infusions, and
broader strategic business combinations.

Along with other assets currently being marketed, the company's
board of directors and management team have elected to market for
sale its portfolio of retail properties in Las Vegas, Nevada:
Fashion Show Mall, Grand Canal Shoppes, and The Palazzo.  Goldman,
Sachs & Co. and Eastdil Secured will be jointly responsible for
the marketing effort, which is expected to begin immediately.  In
conjunction with the sale process, the company is working with its
syndicate of lenders on Fashion Show Mall and The Palazzo to
extend the Nov. 28, 2008, maturity date.  The company continues to
remain current on all of its debt obligations.

Mr. Metz is a founding partner of Polaris Capital LLC.  Before
founding Polaris, Mr. Metz was executive vice president and chief
investment officer of Rodamco, North America, with approximately
$6 billion of real estate assets in regional malls.  Previously,
he had been president, chief financial officer and director of
Acquisitions for Urban Shopping Centers, Inc. where he worked from
1993 until its sale in 2000.  Prior to joining Urban, he held
positions in the Capital Markets group of JMB Realty and in the
Commercial Real Estate Lending Group at The First National Bank of
Chicago.

Mr. Nolan was a managing director of Trefethen & Co, a real estate
advisory and investment firm.  From 1984 to 2004, Mr. Nolan held
various positions at AEW Capital Management LP, a national real
estate investment advisor, including president and senior
portfolio of the AEW Partners Group, the Private Equity division
of AEW, well as serving as a member of the firm's management and
investment committees.  At AEW, Mr. Nolan also represented
institutional clients in the overall management of their real
estate portfolios with services ranging from troubled debt
restructuring to initial public offerings, including representing
a client on the Partnership Committee of the Taubman Realty Group.

The company also disclosed that it has recently come to the
attention of the board that an affiliate of a Bucksbaum family
trust advanced unsecured loans to Mr. Michaels and Bernard
Freibaum, the company's former director and CFO, for the purpose
of repaying personal margin debt relating to company stock.  The
loan to Mr. Michaels, which totaled $10 million, has been repaid
in full.  The loan to Mr. Freibaum, whose employment was
terminated prior to the board's knowledge of these loans, totaled
$90 million and has $80 million presently outstanding.  A review
by the company's independent directors concluded that, while the
failure to disclose the loans to the company's board of directors
did not follow internal company policy, no company assets or
resources were involved in the loans and that no laws or
Securities and Exchange Commission rules were violated as a result
of the loans.

               About General Growth Properties, Inc.

General Growth is a U.S.-based publicly traded Real Estate
Investment Trust (REIT).  The company currently has ownership
interest in, or management responsibility for, a portfolio of more
than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The company's portfolio totals approximately
200 million square feet and includes over 24,000 retail stores
nationwide.  The company is listed on the New York Stock Exchange
under the symbol GGP.

                           *     *    *

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Moody's Investors Service has lowered the ratings on General
Growth Properties, Inc., certain of its subsidiaries and The Rouse
Company LP (to Ba3 from Ba2 senior secured bank debt; to Ba3 from
Ba2 senior unsecured debt) and placed the ratings on review for
possible downgrade.   

As reported in the Troubled Company Reporter on Oct. 8, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on General Growth Properties Inc. to 'B+' from 'BB'.  At
the same time, it lowered the rating on the company's unsecured
debt to 'B' from 'BB-', affecting roughly $5 billion of
securities.  The recovery rating assigned to the company's
unsecured debt remains unchanged at '5'.  All of S&P's General
Growth-related ratings remain on CreditWatch with negative
implications.

As reported in the Troubled Company Reporter on Oct. 16, 2008,
Fitch Ratings has downgraded and placed on Rating Watch Negative
the Issuer Default Ratings and outstanding debt ratings of General
Growth Properties and its subsidiaries as:

General Growth Properties, Inc.
  -- IDR to 'B+' from 'BB'.

GGP Limited Partnership
  -- IDR to 'B+' from 'BB';
  -- Revolving credit facility to 'B/RR5' from 'BB';
  -- Term loan to 'B/RR5' from 'BB';
  -- Exchangeable senior notes to 'B/RR5' from 'BB';
  -- Perpetual preferred stock (indicative) to 'CCC+/RR6' from
     'B+'.

The Rouse Company LP
  -- IDR to 'B+' from 'BB';
  -- Senior unsecured notes to 'B/RR5' from 'BB'.

Fitch has also downgraded and withdrawn these ratings:

Price Development Company, L.P.:
  -- IDR to 'B+' from 'BB+'
  -- Senior unsecured notes to 'B' from 'BB+'.

Fitch's actions affect approximately $6.3 billion of outstanding
indebtedness.


GENERAL GROWTH: Sells L.V. Malls, Seeks Delay of $900M Mortgages
----------------------------------------------------------------
Kris Hudson at The Wall Street Journal reports that General
GrowthProperties Inc. is selling its three luxury Las Vegas malls
as part of an effort to try to raise capital to pay down debt and
to keep the debt load from dragging the company into bankruptcy.

Along with other assets currently being marketed, the company's
Board of Directors and management team have elected to market for
sale its portfolio of retail properties in Las Vegas, Nevada:

    -- Fashion Show Mall,
    -- Grand Canal Shoppes, and
    -- The Palazzo.

Goldman, Sachs & Co. and Eastdil Secured will be jointly
responsible for the marketing effort, which is expected to begi
immediately.  In conjunction with the sale process, the company is
working with its syndicate of lenders on Fashion Show Mall and The
Palazzo to extend the Nov. 28, 2008, maturity date of their $900
million in mortgages.  WSJ relates that without an extension or
new funding, General Growth doesn't have the cash on hand to pay
that debt.

WSJ relates that analysts believe that the sale of the three malls
could pay off their $1.3 billion in mortgages and might yield an
additional hundred millions of dollars to pay down $600 million in
bonds due in the spring, but buyers that are able to finance high-
dollar purchases in this credit crunch are few.

General Growth said in a statement that it continues to remain
current on all of its debt obligations.

WSJ states that General Growth, with the help of Goldman Sachs and
Morgan Stanley, had tried to raise capital by seeking out
investors to purchase $1.5 billion to $2 billion in preferred
stock.  Citing a person familiar with the matter, the report says
that the effort ended in recent days, causing General Growth to
decide to sell the Las Vegas malls.

                       About General Growth

General Growth is a U.S.-based publicly traded Real Estate
Investment Trust (REIT).  The company currently has ownership
interest in, or management responsibility for, a portfolio of more
than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The company's portfolio totals approximately
200 million square feet and includes over 24,000 retail stores
nationwide.  The company is listed on the New York Stock Exchange
under the symbol GGP.

                           *     *    *

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Moody's Investors Service has lowered the ratings on General
Growth Properties, Inc., certain of its subsidiaries and The Rouse
Company LP (to Ba3 from Ba2 senior secured bank debt; to Ba3 from
Ba2 senior unsecured debt) and placed the ratings on review for
possible downgrade.   

As reported in the Troubled Company Reporter on Oct. 8, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on General Growth Properties Inc. to 'B+' from 'BB'.  At
the same time, it lowered the rating on the company's unsecured
debt to 'B' from 'BB-', affecting roughly $5 billion of
securities.  The recovery rating assigned to the company's
unsecured debt remains unchanged at '5'.  All of S&P's General
Growth-related ratings remain on CreditWatch with negative
implications.

As reported in the Troubled Company Reporter on Oct. 16, 2008,
Fitch Ratings has downgraded and placed on Rating Watch Negative
the Issuer Default Ratings and outstanding debt ratings of General
Growth Properties and its subsidiaries as:

General Growth Properties, Inc.
  -- IDR to 'B+' from 'BB'.

GGP Limited Partnership
  -- IDR to 'B+' from 'BB';
  -- Revolving credit facility to 'B/RR5' from 'BB';
  -- Term loan to 'B/RR5' from 'BB';
  -- Exchangeable senior notes to 'B/RR5' from 'BB';
  -- Perpetual preferred stock (indicative) to 'CCC+/RR6' from
     'B+'.

The Rouse Company LP
  -- IDR to 'B+' from 'BB';
  -- Senior unsecured notes to 'B/RR5' from 'BB'.

Fitch has also downgraded and withdrawn these ratings:

Price Development Company, L.P.:
  -- IDR to 'B+' from 'BB+'
  -- Senior unsecured notes to 'B' from 'BB+'.

Fitch's actions affect approximately $6.3 billion of outstanding
indebtedness.


GENERAL GROWTH: Pres. & CEO's Resignation Cues Fitch's Ratings Cut
------------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Ratings and
outstanding debt ratings of General Growth Properties and its
subsidiaries as:

General Growth Properties, Inc.
  -- IDR to 'B' from 'B+'.

GGP Limited Partnership
  -- IDR to 'B' from 'B+';
  -- Revolving credit facility to 'B-/RR5' from ' B/RR5';
  -- Term loan to 'B-/RR5' from ' B/RR5';
  -- Exchangeable senior notes to 'B-/RR5' from ' B/RR5';
  -- Perpetual preferred stock (indicative) to 'CCC/RR6' from
     'CCC+/RR6'.

The Rouse Company LP
  -- IDR to 'B' from 'B+';
  -- Senior unsecured notes to 'B-/RR5' from ' B/RR5'.

The ratings remain on Rating Watch Negative by Fitch.

The rating actions are based on the resignations of John Bucksbaum
and Robert Michaels from their positions as GGP's Chief Executive
Officer and President, respectively.

While Messrs. Bucksbaum and Michaels will remain as GGP's Chairman
and Chief Operating Officer, respectively, Fitch is concerned that
these management changes may be disruptive to the company's daily
management and execution of financial and strategic alternatives,
the pursuit of which was announced by GGP on Sept. 22, 2008.

Consistent with Fitch's Oct. 14 press release, resolution of the
Negative Rating Watch will be driven by GGP's ability to
refinance, extend or otherwise amend the terms of its near-term
indebtedness to provide the company with additional liquidity and
financial flexibility.  Fitch would consider further downgrades if
fixed charge coverage metrics weaken from current levels or if the
earnings power of the company were reduced due to asset sales.  In
contrast, Fitch would consider a rating affirmation and Stable
Outlook if GGP successfully addressed its near-term unsecured and
secured debt maturities while maintaining solid fundamentals for
its operating properties.

GGP is a Chicago-based real estate investment trust engaged in
acquiring, developing, renovating and managing regional malls in
major and middle markets throughout the United States.  GGP also
has investments in commercial office buildings and community
development projects purchased in connection with the Rouse
acquisition in 2004.  As of June 30, 2008, GGP owned interests in
over 200 million square feet of properties and had $33.4 billion
in total undepreciated book assets.


GEO GROUP: S&P Holds 'BB+' Rating on Proposed $100MM Debt Add-On
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' senior
secured debt rating on Boca Raton, Florida-based The GEO Group
Inc.'s proposed $100 million add-on to its revolving credit
facility.  The facility is expected to increase from $150 million
to $250 million depending on market demand.  The upsized revolving
credit facility and term loan B facility are rated 'BB+' with a
recovery rating of '1', indicating expectations of very high
recovery in the event of a payment default.  

S&P also affirmed the company's 'BB-' corporate credit and 'BB-'
senior unsecured note ratings.  However, S&P revised the unsecured
note recovery rating from '3' to '4', indicating expectations of
average recovery in the event of a payment default, and reflecting
the increased amount of priority obligations ahead of these notes
due to the add-on to the revolving credit facility.  The outlook
is stable.  As of June 29, 2008, GEO had about $360 million of
recourse debt.

The ratings on GEO reflect the company's narrow business focus in
an industry that is subject to social and political policy
changes, customer concentration, a highly leveraged financial
profile, and substantial capital-expenditure program during an
extremely challenging capital market environment.  The company's
strong market position, limited industry cyclicality, and
favorable demographic trends mitigate these factors.

GEO is a narrowly focused company that provides a range of prison
and correctional services to U.S. federal, state, local, and
overseas government agencies.

The outlook on GEO is stable.  "We believe the company should be
able to expand its business by bringing new capacity on line,
while maintaining solid, albeit slightly lower, occupancy rates,
and lease-adjusted leverage in the 3.5x area," noted Standard &
Poor's credit analyst Jerry Phelan.  S&P could revise the outlook
to negative if delays in filling new capacity result in occupancy
rates declining below current expectations, if liquidity becomes
strained due to higher-than-expected capital expenditures, or
lower-than-expected cash flows or lease-adjusted leverage exceeds
4x.

"An outlook revision to positive, although unlikely over the near
term, could occur if GEO successfully fills new capacity and
sustains occupancy rates near current levels, and if operating
cash flow exceeds our expectations, which would enable GEO to
reduce lease-adjusted leverage below 3x," he continued.


GLOBAL MOTORSPORT: Wants Plan Filing Period Extended to Dec. 2
--------------------------------------------------------------
Global Motorsport Group Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend their
exclusive periods to:

  a) file a plan through and including Dec. 29, 2008; and

  b) solicit acceptances on a plan through and including Feb. 27,
     2009.

This is the Debtors' second request for an extension of the
Exclusive Periods.  On Sept. 9, 2008, the Court extended the
Debtors' exclusive period to file a plan to Sept. 29, 2008, and
their exclusive period to solicit acceptances of a plan to
Nov. 27, 2008.

As reported in the Troubled Company Reporter on March 12, 2008,
the Debtors obtained approval from the Court to sell substantially
all their assets to Dae-II USA Inc., which sale closed on March 7,
2008.  Under the Asset Purchase Agreement, Dai-II may request the
assumption of certain "Held Contracts", as that term is defined in
the APA.  

As in their first request for extension of their exclusive
periods, the Debtors tell the Court that they need additional time
to negotiate and formulate an acceptable plan with creditors,   
and to review and analyze claims filed in these cases in order to
effectively move the plan process forward.  In addition, they will
use the additional time to address post-closing issues with Dae-II
under the APA, including the assumption and assignment of the Held
Contracts.

The Debtors further say that they believe that the additional time
to formulate a plan will be most beneficial to the estates and
will be the most efficient use of the estates' assets and
resources.

                      About Global Motorsport

Headquartered in Morgan Hill, California, Global Motorsport Group
Inc. -- http://www.gmgracing.com/home.shtml-- is a dealer of
European model sports cars.  The company is also known as Global
Motorsport Parts Inc.  The company and three of its affiliates
filed for protection on Jan. 31, 2008 (Bankr. D. Del. Lead Case
No. 08-10192).  The Debtors selected Laura Davis Jones, Esq.,
James O'Neill, Esq., and Joshua Fried, Esq., at Pachulski Stang
Ziehl & Jones LLP, as their counsel.  T. Scott Avil, Esq., at CRG
Partners Group LLC, is the Debtors' restructuring services
provider.  Federico G.M. Mennella, Esq., is the Debtors'
investment banker.  

The Debtors selected Epiq Bankruptcy Solution LLC as their claims
agent.  

The U.S. Trustee for Region 3 has appointed five creditors to
serve on an Official Committee of Unsecured Creditors in these
cases.  Jeffrey M. Schlerf, Esq., Eric M. Sutty, Esq., and Kathryn
D. Saille, Esq., at Bayard P.A., and James Donell, Esq., at
Andrews Kurth LLP, represent the Committee in these cases.  Edward
T. Gavin, CTP, at NachmanHaysBrownstein, Inc., is the Committee's
financial advisor.  Adam Harris, Esq., and David Hillman, Esq., at
Schulte Roth & Zabel LLP, serve as counsel to the prepetition and
postpetition secured lenders.  When the Debtors filed for
protection from their creditors, they listed assets of between
$50 million and $100 million and debts of between $100 million and  
$500 million.




GMAC LLC: Wants Access to Gov't Financial Rescue Plan
-----------------------------------------------------
GMAC LLC wants to become a bank holding company to gain access to
the government's $700 billion financial bailout plan, Damian
Paletta and John D. Stoll at The Wall Street Journal report,
citing people familiar with the talks.

WSJ relates that Cerberus Capital Management LP, which co-owns
GMAC with General Motors Corp., has been in talks with the Federal
Reserve for more than a month.  Cerberus Capital is also
negotiating for a merger between GM and Chrysler LLC, which it
controls.

According to WSJ, Cerberus Capital has sought to exchange most of
its Chrysler holdings for a larger share of GMAC.  Cerberus
Capital now controls 51% of GMAC.

Citing sources, WSJ states that the GM-Chrysler negotiations seem
to be being structured to ensure Cerberus and GM can take
advantage of financial bailout programs offered by the Treasury
Department and the Federal Reserve.

For a bank registration for GMAC, GM may need to transfer at least
50% of its ownership in GMAC to Cerberus so that GM no longer
owned more than 24.9% of the voting shares, and won't have a
controlling interest in GMAC under federal law, WSJ states.  

WSJ reports that GMAC, as a bank holding company, could get equity
injections from the Treasury Department's capital purchase
program.  The report says that the Federal Deposit Insurance Corp.
could temporarily guarantee GMAC's debt.  According to the report,
GMAC could gain some flexibility in funding its operations and it
could access the Fed's discount window for inexpensive, short-term
emergency loans.

People familiar with the talks said that Cerberus Capital could
merge GMAC and Chrysler Financial, Chrysler's lending arm, and
place them under the control of the bank holding company, WSJ
relates.  

GMAC's plan to become a bank holding company would need approval
from several government agencies, WSJ states.  

WSJ quoted Gil Schwartz -- a former Fed attorney and a partner at
Schwartz & Ballen LLP -- as saying, "You want to be a regulated
entity now, because it provides confidence to the market that
you've got the Fed providing oversight and you have the ability to
qualify for a broader range of programs."

According to WSJ, GMAC has an industrial bank chartered in Utah
that doesn't have the full powers of a commercial bank, which had
$32 billion of assets and $17 billion of deposits as of June 30,
2008.  That industrial bank, says WSJ, could be converted into a
commercial bank or a national bank if it gets the regulators'
approval.  Cerberus Capital might have to form several bank
holding companies within its own structure to control the new bank
holding company, WSJ reports.

                      About Chrysler LLC

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

                         *     *     *

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

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

                    About General Motors

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

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

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

                         About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors             
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.

GMAC Financial Services is in turn wholly owned by GMAC LLC.

Cerberus Capital Management LP led a group of investors that
bought a 51% stake in GMAC LLC from General Motors Corp. in
December 2006 for $14 billion.


GOE LIMA: Court Extends Time to File Schedules to November 13
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio has
extended the time within which GOE Lima, LLC, must file its
schedules of assets and liabilities, schedules of executory
contracts and unexpired leases, and statements of financial
affairs, by 15 days, or until Nov. 13, 2008, without prejudice to
its right to seek further extensions of such deadline upon
submission of cause.

Based in Lima, Ohio, GOE Lima, LLC -- http://www.go-ethanol.com/   
-- operates an ethanol production facility in Ohio.  The company
filed for Chapter 11 relief on Oct. 14, 2008 (Bankr. N.D. Ohio
Case No. 08-35508).  Timothy J. Hurley, Esq., at Taft, Stettinius
& Hollister LLP, represents the Debtor as counsel.  When the
Debtor filed for protection from its creditors, it listed assets
and debts of between $100 million and $500 million
each.                                                                        
          


GOE LIMA: U.S. Trustee Appoints Five-Member Creditors Panel
-----------------------------------------------------------
Daniel M. McDermott, the U.S. Trustee for Region 9, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors in GOE Lima LLC's Chapter 11 case.

The Creditors Committee members are:

     a) BP Canada Energy Marketing Corp. and
        BP Products North America Inc.
        Attn: Kenny Foo
        1200-240 4th Avenue SW
        P.O. Box 200
        Calgary, Alberta
        Canada T2p 2h8
        Tel: (281) 366-2760
        Fax: (281) 366-6335
        
     b) Benchmark Design USA Inc.
        Attn: David R. Walker, President
        2155 N. McMullen Booth Road
        Clearwater, FL 33759
        Tel: (727) 669-7036
        Fax: (727) 669-7039

     c) PVS-Nolwood Chemicals Inc.
        Attn: Jonathan S. Taub
        1900 Harper Avenue
        Detroit, MI 48213
        Tel: (313) 924-2629
        Fax: (313) 921-1378

     d) Eagle Construction and
        Environmental Services, L.P.
        Attn: Marc Walraven
        9701 East I-20
        P.O. Box 872
        Eastland, TX 76448
        Tel: (254) 629-1718
        Fax: (254) 629-8625
                              
     e) Ottawa Oil Co. Inc.
        Attn: Dennes J. Knott
        P.O. Box 346
        Ottawa, OH 44875
        Tel: (419) 523-6441
        Fax: (419) 523 5568

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Based in Lima, Ohio, GOE Lima, LLC -- http://www.go-ethanol.com/   
-- operates an ethanol production facility in Ohio.  The company
filed for Chapter 11 relief on Oct. 14, 2008 (Bankr. N.D. Ohio
Case No. 08-35508).  Timothy J. Hurley, Esq., at Taft, Stettinius
& Hollister LLP, represents the Debtor as counsel.  When the
Debtor filed for protection from its creditors, it listed assets
and debts of between $100 million and $500 million each.


GREENWICH CAPITAL: S&P Junks Rating on Class Q Certificates
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of commercial mortgage pass-through certificates from
Greenwich Capital Commercial Funding Corp.'s series 2007-GG9.  In
addition, S&P affirmed its ratings on 20 classes from this series.

The downgrades reflect credit concerns with five of the 22 loans
in the pool that have or will have low reported debt service
coverage.  The downgrades also reflect credit concerns with the
one asset with the special servicer, LNR Partners Inc.

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

There are 21 loans in the pool totaling $591.3 million (9.0%) with
low reported DSCs.  The loans are secured by a variety of property
types with an average balance of $28.2 million.  These loans have
experienced an average decline in DSC of 30% since issuance.  The
seven loans that are credit concerns are secured by a variety of
property types and have experienced a combination of declining
occupancy and higher operating expenses.  The remaining loans are
in various stages of renovation or lease-up, and the net cash flow
available for debt service is expected to improve in the future;
these loans are not credit concerns at this time.

The Linens HQ Clifton loan ($15.2 million, 0.2%), the only loan
with LNR, is secured by a 164,034-sq.-ft. office property in
Clifton, New Jersey.  The loan was transferred to LNR on July 10,
2008, because the sole tenant, Linens 'n Things, declared
bankruptcy.  The loan is now current, but it is unclear whether it
will remain current due to the announced liquidation of the
remaining Linens 'n Things stores.  Standard & Poor's will
continue to monitor the situation.

As of the Oct. 10, 2008, remittance report, the collateral pool
consisted of 201 loans with an aggregate trust balance of
$6.56 billion, compared with the same number of loans totaling
$6.58 billion at issuance.  The master servicer, Wachovia Bank
N.A., reported financial information for 97.7% of the pool.  
Ninety-seven percent of the servicer-provided information was
full-year 2007 data.  Standard & Poor's calculated a weighted
average DSC of 1.37x for the pool, down from 1.54x at issuance.  
The trust has experienced no losses to date.

The top 10 loans, excluding 590 Madison Avenue and 667 Madison
Avenue, have an aggregate outstanding balance of $2.26 billion
(32%) and a weighted average DSC of 1.35x, down from 1.48x at
issuance.  S&P excluded the 590 Madison Avenue and 667 Madison
Avenue loans because their initial values represent stabilized
figures.  Standard & Poor's reviewed property inspections provided
by the master servicer for all of the assets underlying the top 10
exposures, and all were characterized as "good."

The credit characteristics of the 590 Madison Avenue (5.3%) and
Merchandise Mart (2.7%) loans are consistent with those of
investment-grade obligations; however, the credit characteristics
of the Victoria Ward Warehouse and Plaza loan (0.6%) are no longer
consistent with those of an investment-grade rated obligation.  
Details of these loans are:

     -- The 590 Madison Avenue loan is the second-largest exposure
        in the pool, with a trust balance of $315.0 million.  The
        loan is secured by a 1.0 million-sq.-ft. office building
        in New York City.  As of June 30, 2008, the DSC was 2.62x
        and occupancy was 100.0%, compared with 96.0% occupancy at
        issuance.   Standard & Poor's adjusted value for this loan
        is comparable to its level at issuance.  

     -- The Merchandise Mart loan is the ninth-largest exposure in
        the pool, with a trust balance of $175.0 million and a
        whole-loan balance of $350.0 million.  The remaining
        $175.0 million piece is held within the JPMC 2006-LDP9
        transaction.  The loan is secured by a 3.4 million-sq.-ft.
        office building in Chicago.  As of year-end 2007, reported
        DSC was 2.37x and occupancy was 84.1%, compared with 98.3%
        occupancy at issuance.  Standard & Poor's adjusted value         
        for this loan is comparable to its level at issuance.

     -- The Victoria Ward Warehouse and Plaza loan has a trust
        balance of $40.0 million and a whole-loan balance of
        $68.5 million.  The loan is secured by 159,490 sq. ft. of
        a mixed-use property in Honolulu.  As of Dec. 31, 2007,
        reported DSC was 2.05x and occupancy was 78.1%, compared
        with 91.0% occupancy at issuance.  Standard & Poor's
        adjusted NCF for this loan is down 18.6% from its level at
        issuance due to declines in occupancy and rental income.

Wachovia reported a watchlist of 43 loans ($1.2 billion, 18.8%).  
The 667 Madison loan ($250.0 million, 3.8%) is the largest loan on
the watchlist and the fourth-largest exposure in the pool.  The
loan is secured by a 250,731-sq.-ft. office property in New York
City.  The loan appears on the watchlist because of a decline in
DSC to 1.12x.  The tenants at the property pay below-market rents,
and the DSC is expected to increase over time; at this time, the
loan is not a credit concern.

Standard & Poor's identified seven properties ($238.5 million;
3.6%) in areas affected by Hurricane Ike.  The master servicer
could not confirm whether three of the properties ($82.8 million;
1.3%) were damaged.  The remaining properties sustained either no
damage or minor damage that is already under repair.  The master
servicer stated that it found the insurance coverage to be
sufficient and that none of the properties were in the flood zone.  
Standard & Poor's will continue to evaluate these loans and review
information as it becomes available.

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

                          Ratings Lowered

Greenwich Capital Commercial Funding Corp.
Commercial mortgage pass-through certificates series 2007-GG9

Class    To      From     Credit enhancement
-----    --      ----     ------------------
M        BB-     BB             2.25%
N        B+      BB-            1.88%
O        B       B+             1.63%
P        B-      B              1.38%
Q        CCC+    B-             1.25%

                         Ratings Affirmed
     
Greenwich Capital Commercial Funding Corp.
Commercial mortgage pass-through certificates series 2007-GG9    

Class    Rating            Credit enhancement
-----    ------            ------------------
A-1      AAA                     30.06%
A-2      AAA                     30.06%
A-3      AAA                     30.06%
A-AB     AAA                     30.06%
A-4      AAA                     30.06%
A-1-A    AAA                     30.06%
A-M      AAA                     20.04%
AM-FL    AAA                     20.04%
A-J      AAA                     11.27%
B        AA+                     10.77%
C        AA                       9.27%
D        AA-                      8.64%
E        A+                       8.02%
F        A                        7.14%
G        A-                       6.26%
H        BBB+                     5.01%
J        BBB                      4.01%
K        BBB-                     3.01%
L        BB+                      2.50%
X        AAA                       N/A

N/A -- Not applicable.


GPS INDUSTRIES: New Mgt. Team Aims to Achieve Revenue Growth
------------------------------------------------------------
GPS Industries, Inc. disclosed in a Securities and Exchange
Commission filing that David Chessler, chief executive officer,
has sent shareholders these updates on certain of the company's
activities.

"As you may be aware, GPSI has recently transitioned to a new
management team.  During the recent adjustment period the company
saw a drop in share price, along with a general uncertainty about
the future of the company.  I am writing this shareholder update
to assure you that the company now has a great new management
team, along with decreased operating costs, better margins and
increased profitability, and a specific plan to achieve dramatic
new revenue growth.

"A great company begins with great people, and I am pleased to
announce that the company's new management team is now completely
in place, starting with myself as the new CEO.  Kevin Carpenter is
the new V.P. of Sales. And we are finalizing the terms with our
new President - COO and CFO.  More information about the new
management will follow in public press releases, but let me assure
you right now, we have great talent in all areas of this company
with this new management team.

"GPSI's new management is now focused on a three-fold strategy to
achieve profitability.  First, we are aggressively decreasing our
operating costs by merging our operations into a single new
company headquarters located in Sarasota, Florida, while
simultaneously downsizing our Vancouver and Austin offices.  We
feel this consolidation will substantially lower our operating
costs, and eliminate redundant and wasteful spending.

"Secondly, the company is actively and currently seeking
partnerships to pursue growth opportunities in the worldwide
direct-to-consumer GPS market.  Whereas our products in the past
have focused exclusively on business-to-business GPS/WiFi
solutions, we are now focused on dramatically expanding our market
presence with services and products aimed at the consumer hand-
held GPS market.  This includes aggressively defending our
worldwide patents on golf related GPS applications, including golf
related advertising patents covering cart-based and handheld GPS
devices. In conjunction with this, we have recently announced
lawsuits against ABC Media and Prolink, among others, who we
believe are in direct violation of our company's patents.

"Lastly, we have doubled our focus on sales, resulting in sales
revenue increasing an estimated 100% over 2007. We strongly
believe that with the economic credit crisis facing the world
today, our finance relationship with Green Tulip will stabilize
GPSI and elevate us as the only sound GPS choice in the GPS market
place.

"Management is confident that GPSI is now heading in the direction
of growth and profitability without new management and new
strategy.  More details will follow in our press releases and SEC
filings.  We thank you for your continued support of GPSI, and we
believe your confidence in the company will increase decisively in
the months to come."

                       Going Concern Doubt

Sherb & Co., LLP, in New York, expressed substantial doubt about
GPS Industries Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2007.  The auditing firm reported that the
company has incurred significant losses and has a working capital
deficiency.

At June 30, 2008, the company's consolidated balance sheet showed
$35,746,000 in total assets, $33,419,000 in total liabilities, and
$2,327,000 in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $12,138,000 in total current assets
available to pay $18,423,000 in total current liabilities.

GPS Industries Inc. reported a net loss of $3,866,000 on revenue
of $4,564,000 for the second quarter ended June 30, 2008, compared
with a net loss of $2,064,000 on revenue of $2,215,000 in the
second quarter ended June 30, 2007.  

                      About GPS Industries

Headquartered in Surrey, B.C. Canada, GPS Industries Inc. (OTC BB:
GPSN.OB) -- http://www.gpsindustries.com/-- develops and markets        
GPS and Wi-Fi multimedia solutions for use with golf course
operations and residential community developments.  The company's  
primary business is the development, manufacture and sale of the
Inforemer HDX mobile display units (MDU) in both cart mounted and
hand held product lines along with the related infrastructure.


GRANITE CITY: Gets $1-per-Share Criteria Non-Compliance Notice
--------------------------------------------------------------
Granite City Food & Brewery Ltd. received a notice from NASDAQ
regarding its non-compliance with the $1.00 per share minimum
requirement for continued listing of its common stock under
Marketplace Rule 4450(a)(5).

NASDAQ further advised that it has determined to suspend
enforcement of its bid price and market value of publicly held
shares requirements through Jan. 16, 2009.  Following
reinstatement of these rules, Granite City will be provided until
July 20, 2009, to regain compliance.

If Granite City has not regained compliance by the expiration of
the temporary rule suspension, management anticipates that it will
prepare a plan to achieve compliance with NASDAQ listing
requirements.  Such plan may include a request to transfer the
listing of the company's common stock to the NASDAQ Capital
Market, which would, if the company's application is approved,
provide the company with a second period of 180 calendar days to
regain compliance.

If NASDAQ determines that Granite City's plan does not adequately
address the noted non-compliance, or if Granite City fails to
maintain compliance with any other listing requirement, Granite
City will receive notice that its securities will be delisted
from NASDAQ. At that time, Granite City would have the ability
to appeal the decision to a NASDAQ Listing Qualifications Panel.

If Granite City's securities do not continue to be listed on
NASDAQ, such securities would become subject to certain rules of
the SEC relating to "penny stocks."  Such rules require broker-
dealers to make a suitability determination for purchasers and to
receive a purchaser's prior written consent for a purchase
transaction, thus restricting the ability to purchase or sell the
securities in the open market.  In addition, trading, if any,
would be conducted in the over-the-counter market in the
so-called "pink sheets" or on the OTC Bulletin Board, which was
established for securities that do not meet NASDAQ listing
requirements.  Consequently, selling Granite City's securities
would be more difficult because smaller quantities of securities
could be bought and sold, transactions could be delayed, and
security analyst and news media coverage of Granite City may be
reduced.  These factors could result in lower prices and larger
spreads in the bid and ask prices for Granite City securities.
There can be no assurance that Granite City securities will
continue to be listed on NASDAQ.

               About Granite City Food & Brewery Ltd.
  
Based in Minneapolis, Minnesota, Granite City Food & Brewery Ltd.
(NASDAQ:GCFB) -- http://www.gcfb.net/-- is a modern American  
upscale casual restaurant chain that operates 25 restaurants in
11 states. T he menu features affordable quality family favorite
menu items.  Granite City opened its first restaurant in 1999.


HAIGHTS CROSS: Kevin McAliley Ceases as Executive Vice President
----------------------------------------------------------------
Haights Cross Communications, Inc., disclosed in a Securities and
Exchange Commission filing that Kevin McAliley, executive vice
president of Haights, and president and chief executive officer of
Triumph Learning, LLC, an indirect wholly owned subsidiary, will
no longer be serving in those positions effective Oct. 22, 2008.

                       About Haights Cross

Founded in 1997 and based in White Plains, New York, Haights Cross
Communications Inc. -- http://www.haightscross.com/-- is a    
developer and publisher of products for the K-12 supplemental
education and library markets.  The company's products include
supplemental reading books with a concentration on non-fiction
content, state-specific test preparation materials, skills
assessment and intervention books and unabridged audiobooks.  The
company's products are sold primarily to schools and libraries.

At June 30, 2008, the company's consolidated balance sheet showed
$339.1 million in total assets and $479.4 million in total
liabilities, resulting in a $140.3 million stockholders' deficit.

Including income on disposal of discontinued operations of
$15.4 million, the company reported net income of $16.3 million
for the second quarter ended June 30, 2008.  This compares with a
net loss of $14.4 million, including income from discontinued
operations of $367,000, for the same period last year.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 29, 2008,
Moody's Investors Service affirmed Haights Cross Communications,
Inc.'s Caa3 Corporate Family rating while upgrading its
Probability of Default rating to Caa3 from Ca, following the
company's announcement that it has successfully refinanced its
prior senior secured term loan.

At the same time, Standard & Poor's Ratings Services affirmed its
'CCC' corporate credit rating on Haights Cross Communications Inc.
(HCC) and removed the ratings from CreditWatch, where they were
placed with negative implications on June 16, 2008, based on
Standard & Poor's concern about the company's ability to repay its
$124.5 million senior secured term loan on Aug. 15, 2008.  The
outlook is stable.


HAYES LEMMERZ: Car Production Slowdown Cues Fitch to Hold Ratings
-----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings and
outstanding debt ratings of Hayes Lemmerz International Inc. and
subsidiaries as:

Hayes Lemmerz International, Inc.

  -- IDR at 'B'.

Fitch has also revised HAYZ' Rating Outlook to Negative from
Stable.  Approximately $662 million of on balance sheet debt is
covered by Fitch's ratings.

The Outlook revision reflects declining automobile production
trends in Europe and increasing concern about HAYZ's ability to
meet and maintain its tightening leverage covenant.  Additional
concerns include the impact that commodity cost increases could
have on working capital and margins, an expectation of negative
free cash flow in the current fiscal year including restructuring
costs, margin deterioration in the most recently reported quarter,
and exposure to weak North American and European commercial truck
production.

Volume declines in Europe, which makes up approximately 58% of the
company's revenue, will likely pressure HAYZ to reduce plant
structure costs and capital expenditures in the region.  HAYZ's
senior secured credit facility net leverage covenant tightens from
3.75 times at July 31, 2008 to 3.5x at the end of October 2008 and
3.0x at the end of April 2009.  Fitch is concerned that these
covenant stepdowns could be difficult to meet and maintain,
particularly the April 2009 level.  The company reported 2.7x
credit facility net leverage at the end of July.

The ratings are supported by HAYZ's leading position in the global
wheel market, geographic and customer diversity, significant
progress in restructuring operations, solid credit metrics for the
rating, and an adequate liquidity position.  HAYZ has no
significant debt maturities until 2014, but it has the option of
reducing term loan borrowings if cash generation improves.

Steel prices have come down recently though they remain at
historically high levels.  While HAYZ has a good history of
recovering commodity cost increases, higher commodity costs
require additional financing for working capital and could affect
margins if the company is unable to achieve full cost recovery.

HAYZ has made significant progress in restructuring operations.  
This year it has closed its Belgium and Gainesville, Georgia,
passenger wheel facilities and is in the process of selling its
Nuevo Laredo Powertrain facility.  These facilities have yielded
negative EBITDA and cash flow, and their closings could yield an
EBITDA improvement of between $30 million-$40 million.  Fitch no
longer estimates a material rebound in commercial truck volume
next year in North America, and European commercial truck volume
will remain under pressure.

Going forward, HAYZ is expected to benefit from its steel wheel
technology, moves to lower cost countries, and growth prospects
from non-Detroit 3 customers, especially in regions such as
Eastern Europe, India, and Brazil.  In fiscal 2008, Eastern Europe
is expected to make up 24% of HAYZ's sales versus 13% in the U.S.

The Recovery Ratings and notching in the debt structure reflect
Fitch's recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes.  The
analysis is based on a going concern scenario rather than
liquidation.  Fitch estimates that in a distressed scenario,
HAYZ's enterprise value could significantly deteriorate and
secured debtholders would most likely still receive full recovery.  
As a result, the senior secured facilities are rated 'RR1' (91% to
100% recovery).  The senior unsecured Euro notes are rated 'RR5'
(11% to 30%) to reflect the junior position of the senior
unsecured debtholders' claim relative to the senior secured
debtholders.

Including the cash and marketable securities balance of $88
million, total liquidity at the end of the company's second
quarter on July 31, 2008, was $222 million.  At quarter-end, HAYZ
had no borrowing under its $125 million secured revolver and Fitch
estimates $9 million available under its U.S. securitization
facility.  Also as of July 31, Fitch calculates that HAYZ's gross
debt-to-latest 12-month EBITDA rose to 4.5x, from 3.8x at the end
of its fiscal year ending Jan. 30.  Fitch's calculated debt-to-
EBITDA metric is more conservative than the company's reported
debt-to-LTM adjusted EBITDA figure, which is used to determine
compliance with credit facility covenants.

HAYZ is the world's largest producer of automotive and commercial
highway steel and aluminum wheels, with operations in 13 countries
and approximately 8,000 employees.  HAYZ is today a wheels-focused
company after divesture of its components segment businesses over
the last several years.  HAYZ generated 96% of its fiscal 2007
revenue from global wheel sales, and 80% of the company's revenue
came from outside the U.S.

Fitch has also affirmed these:

HLI Operating Company, Inc.

  -- IDR at 'B';
  -- Senior secured revolving credit facility at 'BB/RR1'.

Hayz Lemmerz Finance - Luxembourg S.A. (European Holdco)

  -- IDR at 'B';
  -- Senior secured revolving credit facility at 'BB/RR1';
  -- Senior secured Euro term loan at 'BB/RR1';
  -- Senior secured Euro synthetic LOC facility at 'BB/RR1';
  -- Senior unsecured Euro notes at 'B-/RR5'.


HEARTLAND AUTOMOTIVE: Court Approves Agreement With BP Plc
----------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the United States
Bankruptcy Court for the Northern District of Texas approved the
agreement Heartland Automotive Holdings, Inc., and its debtor-
affiliates entered into to pay London-based BP Plc a breakup fee
ranging between $150,000 and $500,000 if an agreement doesn't work
out for emerging from Chapter 11 with the stores rebranded as BP's
Castrol Premium Lube Express.

                   About Heartland Automotive

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

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

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


HEXION SPECIALTY: Credit Suisse & Deutsche Won't Fund Merger
------------------------------------------------------------

Hexion Specialty Chemicals, Inc., reported that it received
correspondence from counsel to affiliates of Credit Suisse and
Deutsche Bank stating that the banks don't believe that the
solvency opinion of American Appraisal Associates and the solvency
certificate of Huntsman Corporation's Chief Financial Officer meet
the condition of the commitment letter.  The banks said that as a
result, they won't fund the proposed closing of the merger.  

Huntsman Corporation said it received a written opinion from
American Appraisal, a leading valuation firm, which has concluded
that the company to be formed from the pending merger of Hexion
Specialty and Huntsman would be solvent.  American Appraisal found
that the combined Hexion-Huntsman company would satisfy all of the
solvency tests commonly used in transactions of this nature.

Huntsman's President and CEO, Peter R. Huntsman, stated, "American
Appraisal is a well regarded and highly qualified valuation firm.  
As Vice Chancellor Lamb noted in his decision following the
Delaware trial, Credit Suisse testified during the trial that they
are prepared to fund their commitment 'if a compliant solvency
certificate can be provided' at the closing.  We plan to do so,
and with an independent opinion to which no reasonable lender,
acting in good faith, could object."

Hexion Specialty disagreed with the banks' position and has
advised them of their obligation to fulfill the financing
commitment for the merger.  Hexion Specialty informed Huntsman
that it is working to resolve the banks' concerns and is still
seeking to close the merger.  Huntsman will continue to enforce
its rights under the Merger Agreement and various court orders and
will seek to consummate the merger promptly.

Huntsman and Hexion entered into a Merger Agreement on July 12,
2007, pursuant to which Hexion agreed to acquire all of Huntsman's
outstanding common stock for $28.00 per share in cash.  On October
16, 2007, Huntsman stockholders holding a majority of the shares
entitled to vote thereon approved a proposal to adopt the Merger
Agreement.

On June 18, 2008, Apollo Fund IV, Apollo Fund V, and various
affiliated Apollo entities and Hexion filed an action for
declaratory judgment against Huntsman in Delaware Chancery Court
to avoid their obligations under the Merger Agreement.  Among
others, Hexion argued that it is not obligated to consummate the
Merger if the combined company would be insolvent following the
consummation of the Merger and that Hexion's liability for failure
to consummate the Merger is limited to $325 million.  Hexion
alleged that since execution of the Merger Agreement, Huntsman has
suffered a material adverse effect in its business, and that, if
the conditions to closing were measured then, Hexion would have no
obligation to make any payment to Huntsman in connection with the
Merger.

On July 4, 2008, Huntsman exercised its right under the Merger
Agreement to extend the termination date of the Merger by 90 days
to October 2, 2008.

Huntsman asked the court to enjoin Hexion from continuing to
breach the Merger Agreement and to specifically order Hexion to
perform its obligations under the Merger Agreement.  Huntsman also
filed counterclaims against Hexion.

On June 23, 2008, Huntsman filed a state court petition in
Montgomery County, Texas, against Leon Black, Joshua J. Harris and
Apollo alleging that Apollo and Messrs. Black and Harris
tortiously interfered with and fraudulently induced Huntsman to
terminate its June 25, 2007 merger agreement with Basell AF, an
affiliate of Access Industries.  Huntsman sought damages in excess
of $3 billion.  Apollo and Messrs. Black and Harris have denied
liability and sought to dismiss or, alternatively, to stay the
case until the Delaware action is concluded.

On September 29, 2008, Vice Chancellor Stephen P. Lamb of the
Court of Chancery of the State of Delaware issued an Opinion and
an Order and Final Partial Judgment directing Hexion to
specifically perform their covenants under the Merger Agreement.

                       About Huntsman

Headquartered in Salt Lake City, Utah, Huntsman Corporation
(NYSE: HUN) -- http://www.huntsman.com/-- is a manufacturer of  
differentiated chemical products and inorganic chemical
products.  The company operates in four segments: Polyurethanes,
Materials and Effects, Performance Products and Pigments.  Its
products are used in a range of applications, including those in
the adhesives, aerospace, automotive, construction products,
durable and non-durable consumer products, electronics, medical,
packaging, paints and coatings, power generation, refining,
synthetic fiber, textile chemicals and dye industries.  Its Latin
American operations are in Argentina, Brazil, Chile, Colombia,
Guatemala, Panama and Mexico.

At March 31, 2008, the company's consolidated balance sheet
showed US$8.68 billion in total assets, US$6.71 billion in total
liabilities, US$32.1 million in minority interests, and US$1.94
billion in total stockholders' equity.

                          *     *     *

As reported by the Troubled Company Reporter on Oct. 3, 2008,
Standard & Poor's Ratings Services said that its ratings on
Huntsman Corp. and Hexion Specialty Chemicals Inc. remain on
CreditWatch with negative implications, where they were placed on
July 5, 2007.  The initial CreditWatch placement followed the
announcement of Hexion's proposed debt-financed acquisition of
Huntsman in a transaction valued at more than US$10 billion,
including assumed debt.

In June 2008, S&P said that its ratings on Huntsman Corp. (BB-
/Watch Neg/--) remain on CreditWatch with negative implications,
where they were placed on July 5, 2007.  

As reported in the Troubled Company Reporter on Oct. 6, 2008,
Huntsman Corp. (Huntsman - Ba3 Corporate Family Rating - Rating
Under Review For Downgrade) issued a press release on Sept. 29,
2008 announcing the decision of the Delaware Court of Chancery to
enter judgment in favor of Huntsman denying all declarations
sought by Apollo Management, L.P. and Hexion Specialty Chemicals,
Inc. in their suit requesting that the Court excuse Hexion from
its obligation to consummate the pending transaction.  

                     About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting              
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.  Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

Hexion Specialty Chemicals Inc.'s balance sheet at June 30, 2008,
showed total assets of $3.9 billion and total liabilities of $5.4
billion, resulting in a shareholders' deficit of
$1.5 billion.


HOME EQUITY: Moody's Downgrades Ratings on 19 Cert. Transactions
----------------------------------------------------------------
Moody's Investors Service has downgraded 19 certificates from
transactions issued by Home Equity Mortgage Trust.  The
transactions are backed by second lien loans.  The certificates
were downgraded because the bonds' credit enhancement levels,
including excess spread and subordination were low compared to the
current projected loss numbers at the previous rating levels.

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

Issuer: Home Equity Mortgage Trust 2005-1

  -- Cl. M-5, Downgraded to Ba1 from A2
  -- Cl. M-6, Downgraded to B3 from A3
  -- Cl. M-7, Downgraded to C from Baa1
  -- Cl. M-8, Downgraded to C from Baa2
  -- Cl. M-9, Downgraded to C from Ba2
  -- Cl. B-1, Downgraded to C from Caa2

Issuer: Home Equity Mortgage Trust 2005-2

  -- Cl. M-4, Downgraded to A2 from A1
  -- Cl. M-5, Downgraded to Baa2 from A2
  -- Cl. M-6, Downgraded to Ba3 from A3
  -- Cl. M-7, Downgraded to Caa2 from Baa1
  -- Cl. M-8, Downgraded to C from Baa2
  -- Cl. M-9, Downgraded to C from Ba3
  -- Cl. B-1, Downgraded to C from Caa3

Issuer: Home Equity Mortgage Trust 2006-2

  -- Cl. 1A-1, Downgraded to Caa1 from Ba3
  -- Cl. 1A-2, Downgraded to C from Ca

Issuer: Home Equity Mortgage Trust 2006-5

  -- Cl. A-1, Downgraded to Ca from Ba1
  -- Cl. A-2, Downgraded to C from Ba3
  -- Cl. A-3, Downgraded to C from B3
  -- Cl. M-1, Downgraded to C from Caa3


HOST HOTELS: S&P Affirms Corporate Credit Rating at 'BB'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on Host Hotels & Resorts  L.P.'s senior secured notes and
debentures to 'BBB-' from 'BB'.  A recovery rating of '1' was
assigned to these securities, indicating that lenders can expect
very high recovery in the event of a payment default.  The
previous 'BB' issue-level rating reflected criteria different from
what S&P currently uses in its recovery analysis.

At the same time, S&P affirmed its other ratings on Host,
including the 'BB' corporate credit rating.

The rating reflects Host's aggressive financial profile and, as a
real estate investment trust, its reliance on external sources of
capital for growth.  These factors are tempered by the company's
high-quality and geographically diversified hotel portfolio of 117
owned hotels and over 60,000 rooms, high barriers to entry for new
competitors because of its hotels' locations, its strong brand
relationships, and its experienced management team.

In addition, the current rating incorporates the expectation that
credit measures at Host are going to deteriorate over the
intermediate term, mostly due to expected EBITDA declines
of up to 10% in 2008 and possibly more in 2009.  S&P expects that
credit measures will begin to weaken from current levels: lease-
adjusted debt to EBITDA of 4.5x, EBITDA interest coverage of 3.6x,
and debt to total capital of 55% at September 2008.  S&P has
further lowered its outlook for the U.S. lodging industry in
recent weeks, reflecting a harder hit to demand than it previously
expected.  With business and leisure travel expected to slow at
the same time given prospects for a long and moderate U.S.
recession, S&P now believes U.S. revenue per available room will
be flat or decline in the low-single-digit percentage area in
2008, and will decline by 5% or more in 2009.

Host's credit measures can move within a wide range over time
given the cyclical nature of lodging and the company's operating
leverage, and will be influenced by borrowing to complete a more
aggressive financial policy of providing returns to shareholders.  
This includes the company's $500 million share repurchase
authorization, and Host expects to declare another special
dividend in the December 2008 quarter, following its declaration
of a special dividend in December 2007 that totaled approximately
$100 million.  These are in addition to the company's regular
dividend, which is currently declared at a rate in excess of free
cash flow.

Host expects that its comparable RevPAR will decline by 3% to 5%
and its adjusted operating profit margin to decrease 100 to 125
basis points in the December 2008 quarter.  In 2009, Host has
preliminarily indicated that, in the upscale segment, it expects
occupancy declines of 2% to 3% and RevPAR declines of 4% to 6% due
to lower overall demand from weaker group bookings and continued
weakness in corporate and premium rate segments.


HUNTSMAN CORP: Credit Suisse & Deutsche Won't Fund Merger
---------------------------------------------------------
Hexion Specialty Chemicals, Inc., reported that it received
correspondence from counsel to affiliates of Credit Suisse and
Deutsche Bank stating that the banks don't believe that the
solvency opinion of American Appraisal Associates and the solvency
certificate of Huntsman Corporation's Chief Financial Officer meet
the condition of the commitment letter.  The banks said that as a
result, they won't fund the proposed closing of the merger.  

Huntsman Corporation said it received a written opinion from
American Appraisal, a leading valuation firm, which has concluded
that the company to be formed from the pending merger of Hexion
Specialty and Huntsman would be solvent.  American Appraisal found
that the combined Hexion-Huntsman company would satisfy all of the
solvency tests commonly used in transactions of this nature.

Huntsman's President and CEO, Peter R. Huntsman, stated, "American
Appraisal is a well regarded and highly qualified valuation firm.  
As Vice Chancellor Lamb noted in his decision following the
Delaware trial, Credit Suisse testified during the trial that they
are prepared to fund their commitment 'if a compliant solvency
certificate can be provided' at the closing.  We plan to do so,
and with an independent opinion to which no reasonable lender,
acting in good faith, could object."

Hexion Specialty disagreed with the banks' position and has
advised them of their obligation to fulfill the financing
commitment for the merger.  Hexion Specialty informed Huntsman
that it is working to resolve the banks' concerns and is still
seeking to close the merger.  Huntsman will continue to enforce
its rights under the Merger Agreement and various court orders and
will seek to consummate the merger promptly.

                     About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting              
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.  Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

Hexion Specialty Chemicals Inc.'s balance sheet at June 30, 2008,
showed total assets of $3.9 billion and total liabilities of $5.4
billion, resulting in a shareholders' deficit of
$1.5 billion.

                       About Huntsman

Headquartered in Salt Lake City, Utah, Huntsman Corporation
(NYSE: HUN) -- http://www.huntsman.com/ -- is a manufacturer of  
differentiated chemical products and inorganic chemical
products.  The company operates in four segments: Polyurethanes,
Materials and Effects, Performance Products and Pigments.  Its
products are used in a range of applications, including those in
the adhesives, aerospace, automotive, construction products,
durable and non-durable consumer products, electronics, medical,
packaging, paints and coatings, power generation, refining,
synthetic fiber, textile chemicals and dye industries.  Its Latin
American operations are in Argentina, Brazil, Chile, Colombia,
Guatemala, Panama and Mexico.

At March 31, 2008, the company's consolidated balance sheet
showed US$8.68 billion in total assets, US$6.71 billion in total
liabilities, US$32.1 million in minority interests, and US$1.94
billion in total stockholders' equity.

                          *     *     *

As reported by the Troubled Company Reporter on Oct. 3, 2008,
Standard & Poor's Ratings Services said that its ratings on
Huntsman Corp. and Hexion Specialty Chemicals Inc. remain on
CreditWatch with negative implications, where they were placed on
July 5, 2007.  The initial CreditWatch placement followed the
announcement of Hexion's proposed debt-financed acquisition of
Huntsman in a transaction valued at more than US$10 billion,
including assumed debt.

In June 2008, S&P said that its ratings on Huntsman Corp. (BB-
/Watch Neg/--) remain on CreditWatch with negative implications,
where they were placed on July 5, 2007.  

As reported in the Troubled Company Reporter on Oct. 6, 2008,
Huntsman Corp. (Huntsman - Ba3 Corporate Family Rating - Rating
Under Review For Downgrade) issued a press release on Sept. 29,
2008 announcing the decision of the Delaware Court of Chancery to
enter judgment in favor of Huntsman denying all declarations
sought by Apollo Management, L.P. and Hexion Specialty Chemicals,
Inc. in their suit requesting that the Court excuse Hexion from
its obligation to consummate the pending transaction.  


HYDROGEN LLC: Appoints Triax Capital to Sell Cleantech Power
------------------------------------------------------------
Hydrogen LLC is selling its assets and has chosen Triax Capital
Advisors, LLC, a New York based boutique merchant banking firm to
market the assets.

Joseph E. Sarachek, the managing partner of Triax commented:
"The cleantech sector is very hot right now and we are hopeful
that we will be successful in this restructuring process and
finding the right strategic alternative for the company."
Scott Schecter, chief executive officer of HydroGen, added, "We
are happy to have Triax assisting us in this process.  Triax has
reached out to potential partners, and we continue to have faith
that they will find a suitor for the company."

Headquartered in New York City, HydroGen, L.L.C. --
http://www.hydrogenllc.net/-- manufactures fuel cell systems
and air-cooled phosphoric acid fuel cell technology.  HydroGen
Corporation owns 100% of the membership interest of the Debtor.

The Debtor filed for Chapter 11 protection on Oct. 22, 2008,
(Bankr. S.D. N.Y. Case No. 08-14139) Law Offices of David C.
McGrail represents the Debtor in its restructuring efforts.  When
it filed for protection from its creditors, it has estimated
assets of $1 million to $10 million and estimated debts of
$1 million to $10 million.  The Debtor did not file a list of
20 largest unsecured creditors.


INFOSONICS CORP: NASDAQ Extends Compliance Period Until April 13
----------------------------------------------------------------
InfoSonics Corporation received a NASDAQ letter indicating that
NASDAQ has suspended, for a three month period, the enforcement
of the rule requiring a minimum bid price of publicly held
shares. The company will now have until April 13, 2009, to
achieve compliance with the rule.

On July 10, 2008, the company received a letter from the Listing
Qualifications Department of The NASDAQ Stock Market indicating
that for the last 30 consecutive trading days, the company's
publicly held shares had closed below the minimum $1.00 per share
requirement under Marketplace Rule 4450(a)(5).

On Oct. 16, 2008, NASDAQ implemented a temporary suspension of
enforcement of Marketplace Rule 4450(a)(5) until Jan. 16, 2009,
due to the volatility of current market conditions.  As a result
of the temporary suspension, NASDAQ informed the company that its
deadline for compliance with Marketplace Rule 4450(a)(5) has been
extended from Jan. 6, 2009, to April 13, 2009.

During this interim period, the company's common stock is expected
to continue to trade on The NASDAQ Global Market.  If compliance
with Marketplace Rule4450(a)(5) cannot be demonstrated by April
13, 2009, the staff of The NASDAQ Stock Market Listing
Qualifications department will deliver a written notification to
the company that its securities will be delisted from The NASDAQ
Global Market.  If the company receives a delisting notice, the
company may appeal the Staff's determination to a Listing
Qualifications Panel.  Alternatively, the company may apply to
transfer its securities to The NASDAQ Capital Market.

                   About InfoSonics Corporation

Headquartered in San Diego, California, InfoSonics Corporation
(NASDAQ:IFON) -- http://www.infosonics.com/-- is a distributor   
and provider of wireless handsets and accessories in Latin America
and the United States.  The company distributes products of
several original equipment manufacturers, including Samsung, LG,
Novatel and others.  InfoSonics is also involved in the designing,
sourcing and distributing of a line of products under its own
verykool brand, which includes entry level, mid-tier and high-end
products.  From its facility in Miami, Florida, where the company
has its Latin America sales and executive offices, InfoSonics
operates a warehouse and distribution center.  This distribution
center services customers in Latin America and the United States.  
The company has wholly owned subsidiaries in Latin America, which
conduct some of its business activities in their respective
regions of Latin America.


INGEARS CORP: Court Converts Case to Chapter 7 Liquidation
-----------------------------------------------------------
The Hon. Pamela Hollis of the United States Bankruptcy Court for
the Northern District of Illinois converted InGear Corp.'s Chapter
11 reorganization case to a Chapter 7 liquidation proceeding,
Bloomberg News reports.

In June, the U.S. Trustee for Region 11, Cameron Gulden, asked the
Court to convert the case arguing that the Debtor is unlikely to
survive, and creditors could recover on their claims under Chapter
7, the report says.

Headquartered in Buffalo, Grove, InGear Corp. --
http://www.ingearsports.com-- manufactures leather goods, toys
and sporting goods.  The company filed for Chapter 11 protection
on Feb. 7, 2008 (Bankr. N.D. Il. Case No. 08-02824).  Daniel A.
Zazove, Esq., at Perkins Coie, L.L.P., represents the Debtor in
its restructuring effort.  When the Debtor filed for protection
from its creditors, it listed assets and debts between $10 Million
to $50 Million each.


INPHONIC INC: Obtains Confirmation of Liquidating Plan
------------------------------------------------------
Bill Rochelle of Bloomberg News reports that SN Liquidation, Inc.,
formerly known as InPhonic Inc., and its debtor-affiliates are set
to emerge from Chapter 11 following the confirmation of the U.S.
Bankruptcy Court for the District of Delaware on Oct. 22, 2008, of
their Second Amended Joint Plan of Liquidation.

According to Troubled Company Reporter on Sept. 23, 2008, the lead
plaintiff in a class-action lawsuit on behalf of shareholders
filed an objection with the Court to the liquidating plan.

The plaintiff, according to the report, says the plan is defective
by not allowing the suit to go forward while collecting a judgment
only from proceeds of directors and officers' liability insurance.

The Internal Revenue Service also objected on the grounds that its
priority tax claim isn't paid in cash on confirmation, according
to the report.  Instead, the tax claim is paid over time,
presenting the possibility of eventual non-payment, the IRS said,
according to the report.

The Debtors and the Official Committee of Unsecured Creditors
filed the Plan on Aug. 11, 2008.  The Court held a Disclosure
Statement hearing on June 13.  The Court later set a status
conference regarding the Disclosure Statement on July 15.  It
approved the Disclosure Statement for distribution to interested
parties on Aug. 12.

The Plan contemplates the liquidation of the Debtors' assets and
the resolution of the outstanding claims against and interests in
the Debtors.  Prior to the Nov. 8, 2007 bankruptcy filing, the
Debtors reached an agreement, subject to higher and better offers,
to sell substantially all of their assets to Adeptio INPC Funding
LLC, the parent corporation of Simplexity, Inc.  The Committee
objected to the sale.  The Committee, the Debtors, and Adeptio
reached a compromise whereby Adeptio agreed to make certain
payments in connection with the Debtors' bankruptcy cases and
pursuant to a plan of reorganization.  After a hearing on Dec. 13,
2007, the Court entered an order approving the sale.

Mr. Rochelle says the buyer of the Debtors' assets is an affiliate
of secured creditor Versa Capital Management.

The Plan provides for the distribution of the bankruptcy estates'
interest in proceeds from The sale and the creation of a
litigation trust that will administer remaining property of the
Debtors, which includes causes of action.  Under the Plan, each
holder of an Allowed General Unsecured Claim -- including rebate
claims -- will receive its pro rata share of all Cash, if any,
available for distribution by the Litigation Trust up to the full
amount of the Allowed General Unsecured Claim, after satisfaction
in full of all expenses, unpaid Allowed Secured Claims, including
the Adeptio Loan, Allowed Administrative Claims, Allowed Priority
Tax Claims, and Allowed Priority Non-Tax Claims.  Allowed General
Unsecured Claims are estimated to total $350 million, Mr. Rochelle
notes.

All Cash necessary for the Debtors or the Litigation Trustee to
make payments will be obtained from these sources:

   (a) the Debtors' or SN Liquidation's Cash on hand (which is
       little or none);

   (b) Cash received upon liquidation of the Debtors' assets  
       excluded from the sale, including proceeds of all the
       Debtors' Causes of Action against directors and officers or
       otherwise;

   (c) Adeptio's funding obligations pursuant to the sale.

The Term Sheet provides that Adeptio will provide a $500,000
secured loan to fund the investigation of Causes of Action and to
commence and prosecute litigation if appropriate through the
Litigation Trust.  The value of the Debtors' Causes of Action is
uncertain, and the Litigation Trust needs to further investigate
those claims.  

Mr. Rochelle says Versa was to provide as much as $500,000 for
payment of priority claims and $1.1 million for professional fees,
while putting $200,000 into a litigation trust and giving the
trust a $500,000 loan.

Intercompany Claims and Equity Interests are being extinguished
and will not receive any distribution.

                      About InPhonic Inc.

Headquartered in Washington, DC, InPhonic Inc. (NASDAQ:INPC)--
http://www.inphonic.com/-- provides internet and wireless      
services.  The company through its wholly owned subsidiary, CAIS
Acquisition II, market broadband and VOIP services.  The company
maintained operations centers in Largo, Maryland; Reston,
Virginia; and Great Falls, Virginia.

As reported in Troubled Company Reporter on Feb. 12, 2008, the
Court authorized the Debtors to change their name and the caption
of the bankruptcy case to SN Liquidation, Inc.

The company and its debtor-affiliates filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. D. Del. Case Nos. 07-11666 to
07-11673).  Thomas R. Califano, Esq., and Jeremy R. Johnson, Esq.,
at DLA Piper, LLC in New York, and Neil Glassman, Esq., Eric M.
Sutty, Esq., and Mary E. Augustine, Esq., at Bayard Firm P.A.,
Wilmington, Delaware, represent the Debtors.  The Debtors selected
BMC Group Inc. as their claims, noticing and balloting agent.  The
United States Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors in the
Debtors' cases.  Kurt F. Gwynne, Esq., and Robert P. Simons, Esq.,
at Reed Smith LLP, represent the Committee.  Anup Sathy, P.C.,
Esq., and David A. Agay, Esq., at Kirkland & Ellis in Chicago,
Illinois, represent Adeptio and Simplexity, the buyer of the
Debtors' assets.

When the Debtors filed from protection from their creditors,
they listed total assets of $120,916,991 and total debts of
$179,402,834.


INTEREP NATIONAL: Court Converts Case to Chapter 7 Liquidation
--------------------------------------------------------------
The Hon. Robert D. Drain of the United States Bankruptcy Court for
the Southern District of New York converted the Chapter 11 case of
Interep National Radio Sales Inc. and its debtor-affiliates to a
Chapter 7 liquidation proceeding, Bloomberg News reports.

According to the Troubled Company Reporter on Oct. 27, 2008, Erica
M. Ryland, Esq., at Jones Day, listed two grounds that warrant the
conversion:

  i) an event of default under the Debtors' postpetition financing
     facility will occur Oct. 24, 2008, wherein the Debtors may
     lose all access to liquidity; and

ii) certain of the Debtors' key leases will be deemed rejected by
     operation of law under Section 365(d) of the Bankruptcy Code
     on Monday, Oct. 27, 2008.

The conversion of the Debtors' cases is in the best interest of
their estates and their creditors, Ms. Ryland said.

                      About Interep National

Headquartered in New York, Interep National Radio Sales, Inc. --
http://www.interep.com/-- are independent sales and marketing   
companies that specialize in radio, the Internet, television and
complementary media.  With 16 offices across the U.S., they serve
radio and television station clients and advertisers in all 50
states and beyond.  The company and 14 of its affiliates filed for
Chapter 11 protection on March 30, 2008 (Bankr. S.D.N.Y. Lead Case
No.08-11079).  Erica M. Ryland, Esq., at Jones Day, represents the
Debtors in their restructuring efforts.  No Official Committee has
been appointed in the cases to date.  The Debtors selected
Kurztman Carson Consultants LLC as claims, noticing and balloting
agent.  When the Debtor filed for protection from their creditors,
it listed between $50 million and $100 million in asset and
between $100 million and $500 million in debts.


IRWIN HOME: Moody's Lowers Ratings on 23 Certificate Transactions
-----------------------------------------------------------------
Moody's Investors Service has downgraded 23 certificates from
transactions issued by Irwin Home Equity Loan Trust.  The
transactions are backed by second lien loans.  The certificates
were downgraded because the bonds' credit enhancement levels,
including excess spread and subordination were low compared to the
current projected loss numbers at the previous rating levels.

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

Issuer: Irwin Home Equity Loan Trust 2005-1

  -- Cl. M-2, Downgraded to Baa1 from A2
  -- Cl. B-1, Downgraded to Ba2 from Baa1
  -- Cl. B-2, Downgraded to B2 from Baa2
  -- Cl. B-3, Downgraded to Caa3 from Baa3

Issuer: Irwin Whole Loan Home Equity Trust 2005-A

  -- Cl. M-2, Downgraded to A1 from Aa1
  -- Cl. M-3, Downgraded to A2 from Aa2
  -- Cl. M-5, Downgraded to Baa3 from Baa2
  -- Cl. M-6, Downgraded to Ba1 from Baa3
  -- Cl. M-7, Downgraded to Caa3 from Ba2

Issuer: Irwin Whole Loan Home Equity Trust 2005-B

  -- Cl. 1M-2, Downgraded to A3 from A2
  -- Cl. 1M-3, Downgraded to B1 from Baa2
  -- Cl. 1M-4, Downgraded to B3 from Baa3
  -- Cl. 2M-2, Downgraded to Baa1 from A2
  -- Cl. 2M-3, Downgraded to Ba3 from Baa2
  -- Cl. 2M-4, Downgraded to B3 from Baa3
  -- Cl. 1B-1, Downgraded to Caa1 from Ba1
  -- Cl. 1B-2, Downgraded to Caa2 from Ba2
  -- Cl. 2B-1, Downgraded to Caa1 from Ba2

Issuer: Irwin Whole Loan Home Equity Trust 2005-C

  -- Cl. 2M-3, Downgraded to B1 from Baa2
  -- Cl. 2M-4, Downgraded to B3 from Baa3
  -- Cl. 1B-1, Downgraded to Ba3 from Ba1
  -- Cl. 1B-2, Downgraded to Caa1 from Ba2
  -- Cl. 2B-1, Downgraded to Caa3 from Ba1


JC REED: Says Chapter 11 Filing Not Due to Founder's Death
----------------------------------------------------------
E. Thomas Wood at Nashvillepost.com reports that J.C. Reed & Co.
Inc. has filed for Chapter 11 protection in the U.S. Bankruptcy
Court for the Middle District of Tennessee.

According to Nashvillepost.com, J.C. Reed filed its bankruptcy
four months after its founder, John C. Reed, died of cancer at the
age of 45.  Mr. Reed's death in June wasn't the reason for filing,
Nashvillepost.com relates, citing the company's lawyer -- Bill
Norton, Esq., at Boult, Cummings, Conners & Berry.  Mr. Norton
said that J.C. Reed's two main operating units -- investment
company J.C. Reed Advisory Group and mortgage lender J.C. Reed
Mortgage Co. -? need funding, but the parent company J.C. Reed is
"running out of money," Nashvillepost.com says.

Citing Mr. Norton, Nashvillepost.com relates that J.C. Reed will
sell "the proprietary assets used to manage investments and
operate the mortgage lending subsidiary.  Apparently, the software
and programs to operate those companies are unique and have
value."

Franklin, Tennessee-based J.C. Reed & Co., Inc., is a mortgage
banker, and a parent company of a group of financial businesses
based in Cool Springs.  The company filed for Chapter 11
protection on Oct. 22, 2008 (Bankr. M. D. Tenn. Case No. 08-
09771).  William L. Norton, III, Esq., at Boult Cummings Conners
Berry, PLC, represents the company in its restructuring effort.  
The company listed assets of $1,000,000 to $10,000,000 and debts
of $100,000 to $500,000.


JEFFERSON COUNTY: To Make Payment on General Obligation Bonds
-------------------------------------------------------------
Martin Z. Braun of Bloomberg News reports that Jefferson County,
Alabama, will pay JPMorgan Chase & Co. and BayernLB at least half
of the $20 million due on the week ended Nov. 1, 2008, on its
general obligation bonds, officials said.

The County, according to the report, faced accelerated payments on
$120 million of floating-rate debt backed by the full faith and
credit of the county.  JPMorgan and Munich-based BayernLB, banks
of last resort that agreed to purchase the debt, had the right to
demand payment after investors dumped the bonds, according to the
report.

"Our attorneys are working with JPMorgan and the German bank to
set up a structure that will allow us to make payments in
increments," County commission president Bettye Fine Collins said
according to the report.  Mrs. Collins didn't say where the county
would get the money, according to the report.

                     About Jefferson County

Jefferson County has its seat in Birmingham.  It has a population
of 660,000.  It ended its 2006 fiscal year with a $42.6 million
general fund balance, according to Standard & Poor's.  The
Birmingham firm of Bradley Arant Rose & White, represents
Jefferson County.  Porter, White & Co. in Birmingham is the
county's financial adviser.  A bankruptcy by Jefferson County
stands to be the largest municipal bankruptcy in U.S. history.  It
could beat the record of $1.7 billion, set by Orange County,
California in 1994.

                          *     *     *

As reported by the Troubled Company Reporter on Sept. 19, 2008,
Standard & Poor's Ratings Services lowered its rating three
notches on Jefferson County, Alabama's series 1997A, 2001A, and
2003 B-1-A through series 2003 B-1-E, as well as its series 2003
C-1 through 2003 C-10 sewer system revenue bonds to 'C' from
'CCC'.  At the same time, S&P revised the CreditWatch implications
on the bonds to negative from developing.

As reported by the Troubled Company Reporter on June 10, 2008,
Standard & Poor's Ratings Services' ratings on Jefferson County,
Ala.'s series 1997A, series 2001A, series 2003 B-1-A through 2003
B-1-E, and series 2003 C-1 through 2003 C-10 sewer system revenue
bonds ('CCC' underlying rating [SPUR]) remain on CreditWatch with
developing implications.

As reported by the TCR on July 22, 2008, Moody's Investors
Service's continues to review the Caa3 rating on Jefferson
County's (AL) $3.2 billion in outstanding sewer revenue
warrants for possible downgrade.


JEFFERSON COUNTY: To Vote on Another 30-Day Sewer-Debt Reprieve
---------------------------------------------------------------
Martin Z. Braun of Bloomberg News reports that Jefferson County,
Alabama, officials plan to vote in two days on approving another
30-day forbearance with banks, including JPMorgan Chase & Co., to
avoid making full payments on $3.2 billion of sewer debt that has
brought the county to the brink of bankruptcy.

Jefferson County has its seat in Birmingham.  It has a population
of 660,000.  It ended its 2006 fiscal year with a $42.6 million
general fund balance, according to Standard & Poor's.  The
Birmingham firm of Bradley Arant Rose & White, represents
Jefferson County.  Porter, White & Co. in Birmingham is the
county's financial adviser.  A bankruptcy by Jefferson County
stands to be the largest municipal bankruptcy in U.S. history.  It
could beat the record of $1.7 billion, set by Orange County,
California in 1994.

                          *     *     *

As reported by the Troubled Company Reporter on Sept. 19, 2008,
Standard & Poor's Ratings Services lowered its rating three
notches on Jefferson County, Alabama's series 1997A, 2001A, and
2003 B-1-A through series 2003 B-1-E, as well as its series 2003
C-1 through 2003 C-10 sewer system revenue bonds to 'C' from
'CCC'.  At the same time, S&P revised the CreditWatch implications
on the bonds to negative from developing.

As reported by the Troubled Company Reporter on June 10, 2008,
Standard & Poor's Ratings Services' ratings on Jefferson County,
Ala.'s series 1997A, series 2001A, series 2003 B-1-A through 2003
B-1-E, and series 2003 C-1 through 2003 C-10 sewer system revenue
bonds ('CCC' underlying rating [SPUR]) remain on CreditWatch with
developing implications.

As reported by the TCR on July 22, 2008, Moody's Investors
Service's continues to review the Caa3 rating on Jefferson
County's (AL) $3.2 billion in outstanding sewer revenue
warrants for possible downgrade.


JOHN MUMEY: Case Summary & 34 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: John F. Mumey
        11601 S. Memorial Drive
        Bixby, OK 74008

Bankruptcy Case No.: 08-12552

Chapter 11 Petition Date: October 27, 2008

Court: Northern District of Oklahoma (Tulsa)

Judge: Terrence L. Michael

Debtor's Counsel: James W. Stamper, Esq.
                  jwstamper@aol.com
                  406 S. Boulder, #640
                  Tulsa, OK 74103-3825
                  Tel: (918) 587-3700

Total Assets: $2,814,880

Total Debts: $1,068,309

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

            http://bankrupt.com/misc/oknb08-12552.pdf


JOHNSON BROADCASTING: Wants Schedules Deadline Extended to Dec. 1
-----------------------------------------------------------------
Johnson Broadcasting Inc. and Johnson Broadcasting of Dallas Inc.
ask the U.S. Bankruptcy Court for the Southern District of Texas
to extend the deadline by which time they must file their
schedules and statement of financial affairs, to Dec. 1, 2008.

The Debtors tell the Court that during the early stages of this
case, they have focused their efforts on critical operational and
financial issues, and as a consequence, would not be able to
complete the schedules and statement of financial affairs by
Oct. 28, 2008, the current deadline.

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, represent the Debtors
as counsel.  When Johnson Broadcasting Inc. filed for protection
from its creditors, it listed assets and debts of between
$10 million and $50 million
each.                                                                        
          


JPMORGAN CHASE: S&P Lowers Ratings on Seven Classes of Certificate
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of commercial mortgage pass-through certificates from
JPMorgan Chase Commercial Mortgage Securities Trust 2007-CIBC18.  
Concurrently, S&P affirmed its ratings on the remaining 14 classes
from this transaction.

The lowered ratings reflect S&P's credit concerns with four of the
21 loans in the pool that have reported debt service coverage
below 1.0x and two loans (0.32% of the mortgage pool balance) that
will have projected DSCs below 0.9x when their initial interest-
only periods end.  In addition, the downgrades reflect anticipated
credit support erosion upon the eventual resolution of two assets
with the special servicer, Centerline Servicing Inc.

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

There are two loans totaling $12.9 million (0.33%) with the
special servicer; details of these loans are:

     -- The Wickes Furniture loan ($7.6 million; 0.20%) is secured
        by a 39,200-sq.-ft. single-tenant retail property built in
        2006 in Victorville, California, 80 miles northeast of Los
        Angles.  The loan was transferred to the special servicer
        in May 2008 upon notification that the single tenant,
        Wickes Furniture Co., filed for bankruptcy in February
        2008.  The related lease was terminated in April 2008.
        Based on the most recent appraisal, an appraisal reduction
        amount totaling $2.2 million is in effect.  Standard &
        Poor's expects a moderate loss upon the resolution of this
        asset.

     -- The QXL loan ($5.3 million; 0.14%) is secured by a 70,000-
        sq.-ft. industrial flex building in North Huntington,
        Pennsylvania, 20 miles east of Pittsburgh; the property
        was built in 1964 and renovated in 2005.  The loan was
        transferred to the special servicer in February 2008 due
        to payment default.  The single tenant, QXL Metals, was
        unable to make the required lease payments due under its
        lease agreement.  Based on the most recent appraisal, an
        ARA totaling $3.8 million is in effect, and Standard &
        Poor's expects a significant loss upon the resolution of
        this asset.

There are 21 loans in the pool totaling $426.4 million (11.0%)
that have reported low DSC.  The loans are secured primarily by a
variety of lodging, retail, office, industrial, and multifamily
properties.  The loans have experienced an average decline in DSC
of 36.1% since issuance.  Standard & Poor's has credit concerns
with four of these loans.  The four loans are currently
experiencing decreasing occupancies and increasing expenses, and
certain loans have relatively high amounts of debt per sq.
ft./unit/room compared with similar properties in the market.  The
remaining 17 loans are secured by properties that have either low
debt exposure per sq. ft., have experienced improved occupancy, or
have reserves in place.

As of the Sept. 30, 2008, remittance report, the collateral pool
consisted of 226 loans with an aggregate balance of $3.88 million,
compared with the same number of loans and an aggregate balance of
$3.90 billion at issuance.  The master servicer, Capmark Finance
Inc., reported financial information for 98% of the pool.  Ninety-
five percent of the servicer-provided information was full-year
2007 data, 2.1% was interim-2007 data, and 0.28% was intermin-2008
data.  Based on this data, Standard & Poor's calculated a weighted
average DSC of 1.46x for the pool, up from 1.40x at issuance.  In
addition to the two loans with the special servicer, there are two
loans totaling $16 million that are 30-plus-days delinquent.  To
date, the trust has not experienced any losses.

Capmark reported a watchlist of 36 loans with an aggregate
outstanding balance of $731.9 million (18.8%).  Three of the top
10 loans appear on the watchlist; details of these loans are:

     -- The largest loan on the watchlist and the largest loan in
        the pool, the 131 South Dearborn loan ($236.0 million;
        6.0%), is secured by a 37-story, 1.5 million-sq.-ft.,
        class A office building built in 2003 in Chicago's Central
        Loop District.  The loan appears on the watchlist due to a
        low-DSC reporting error.  The low DSC was reported
        improperly by the master servicer of the JPMC 2006-LDP9
        deal but has since been corrected.  As of December 2007,
        the DSC was 1.37x.    

     -- The fourth-largest loan in the pool is the Marriott -
        Hilton Head loan ($122.2 million; 3.1%).  The loan is
        secured by a 512-room hotel built in 1976 in Hilton Head,
        North Carolina.  The loan appears on the watchlist because
        the property reported a year-end 2007 DSC of 0.95x.  The
        subject property underwent a $15.3 million ($29,000 per
        key) property improvement plan from November 2006 to May
        2007 and is in the process of stabilization.

     -- The fifth-largest loan in the pool, the Hilton - Anchorage
        loan ($93.3 million; 2.4%), is secured by a 606-room hotel
        built in 1976 in Anchorage, Alaska.  The loan appears on
        the watchlist because the property reported a year-end
        2007 DSC of 0.75x.  The subject underwent an $8.0 million
        PIP for one of its two towers from October 2007 through
        May 2008.  The borrower is also planning a PIP for the
        second tower from January 2009 to June 2009.  S&P expects
        the subject property to stabilize once the PIP is
        completed.  Additionally, the borrower provided a
        $3.5 million full-recourse guarantee to cover any debt
        service shortfalls.

The top 10 loans have an aggregate outstanding trust balance of
$1.2 billion (31.1%) and a weighted average DSC of 1.45x, down
slightly from 1.52x at issuance.  Standard & Poor's reviewed
property inspections provided by the master servicer for all of
the assets underlying the top 10 exposures, all of which were
characterized as "good."  

The second-largest loan in the pool, the Centro Heritage Portfolio
IV loan ($226.1 million; 5.8%), continues to have credit
characteristics consistent with those of investment-grade rated
obligations.  The loan is secured by 16 cross-collateralized and
cross-defaulted anchored retail shopping centers totaling 2.7
million sq. ft.  The reported DSC was 2.08x as of year-end 2007,
and occupancy was 95% as of December 2007, compared with a DSC of
2.15x and 95% occupancy at issuance.  Standard & Poor's adjusted
net cash flow for this loan is comparable to its level at
issuance.

Standard & Poor's identified 11 properties in areas affected by
Hurricane Ike.  The master servicer notified us that six
properties (2.5% of the pool) sustained damage of greater than
$25,000.  All six properties have windstorm insurance, and none of
them have flood insurance.  The master servicer could not confirm
whether the remaining five properties (0.5% of the pool) were
damaged, but three of the five have both wind and flood insurance,
and the remaining two have just wind insurance.  S&P will continue
to evaluate these loans and review information as it becomes
available.

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

                          Ratings Lowered  

JPMorgan Chase Commercial Mortgage Securities Trust 2007-CIBC18
Commercial mortgage pass-through certificates

             Rating
             ------
Class     To        From  Credit enhancement
-----     --        ----  ------------------
H         BB+       BBB-        2.76%
J         BB        BB+         2.51%
K         BB-       BB          2.14%
L         B+        BB-         1.76%
M         B         B+          1.51%
N         B-        B           1.38%
P         CCC+      B-          1.01%

                         Ratings Affirmed
   
JPMorgan Chase Commercial Mortgage Securities Trust 2007-CIBC18
Commercial mortgage pass-through certificates
   
Class     Rating  Credit enhancement
-----     ------  ------------------
A-1       AAA           30.15%
A-3       AAA           30.15%
A-4       AAA           30.15%
A-1a      AAA           30.15%
A-M       AAA           20.10%
A-MFL     AAA           20.10%
A-J       AAA           11.68%
B         AA             9.80%
C         AA-            9.05%
D         A              7.54%
E         A-             6.53%
F         BBB+           5.03%
G         BBB            3.89%
X         AAA             N/A
     
N/A -- Not applicable.


KIDSPEACE INC: Moody's Junks Debt Rating; Remains Under Watchlist
-----------------------------------------------------------------
Moody's Investors Service has downgraded KidsPeace Inc.'s debt
rating to Caa2 from B3; the rating remains on Watchlist for
further possible downgrade.  The rating applies to $60.2 million
of Series 1998 and Series 1999 Bonds issued by the Lehigh County
General Purpose Authority.  The rating downgrade is primarily
attributable to the continued decline in liquidity and Moody's
belief that the likelihood of default has increased since its last
review.  Unrestricted cash declined to $5.7 million through the
end of Sept. 30, 2008 from $9.4 million at July 31, 2008.  

Additionally, a $10.0 million line of credit ($2.0 million has
been drawn) provided by Commerce Bank has been frozen.  KidsPeace
is currently in the process of securing an asset based line of
credit for $10.0 million to provide for working capital in the
interim period.  If KidsPeace fails to secure this financing, we
believe the likelihood of missing the Dec. 1, 2008, bond payment
increases ($3.2 million is already in the sinking fund).  

Moody's also notes that KidsPeace is in the process of undergoing
a restructuring.  The Watchlist action reflects the uncertainty
surrounding the ability to secure a line of credit and its belief
that KidsPeace will violate a 1.0 times rate covenant, triggering
an event of default, which could potentially lead to an
acceleration of the 1998 and 1999 bonds.  If an acceleration of
the outstanding bonds occurs, we believe that the likelihood of
filing for bankruptcy protection increases, warranting a lower
rating based on estimated recovery value of the bonds.  

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

  -- Series 1998, 1999 ($60.2 million outstanding) rated Caa2


KIRK PIGFORD: Wants to Employ Intracoastal Realty as Broker
-----------------------------------------------------------
Kirk Pigford Construction Inc. asks the U.S. Bankruptcy Court for
the Eastern District of North Carolina for authority to employ
Intracoastal Realty Corp. as broker.

As the Debtor's broker, Intracoastal Realty Corp. will assist the
Debtor in the marketing and selling of the Debtor's real property,
specifically the development known as "Avalon West".

Pursuant to a certain Exclusive Right to Sell Listing Agreement,
the Debtor tells the Court that Intracoastal Realty will receive a
commission of 5% of the total gross sales price of homes sold.

Lee Crouch, a broker with Intracoastal Realty, assures the Court
that he holds no interest materially adverse to the interest of
the estate or of any class of creditors or equity security
holders.  He discloses, however, that he is a partner in KPLC,
LLC, a real estate holding company, with the Debtor's owner, Kirk
Pigford.  He further discloses that he is the chairman of the
board of directors for the holding company of Cape Fear Bank, a
secured creditor of the Debtor.

Based in Wrightsville Beach, N.C., Kirk Pigford Construction Inc.
-- http://www.kirkpigfordconstruction.com/-- is a homebuilder.   
The company filed for Chapter 11 relief on Oct. 14, 2008 (Bankr.
E.D. N.C. Case No. 08-07139).  Trawick H. Stubbs, Jr., Esq., at
Stubbs & Perdue, P.A. represents the Debtor as counsel.  When the
Debtor filed for protection from its creditors, it listed assets
of $10 million to $50 million, and debts of $10 million to
$50 million.


KIRK PIGFORD: Files Emergency Motion to Use Cash Collateral
-----------------------------------------------------------
Kirk Pigford Construction Inc. asks the U.S. Bankruptcy Court for
the Eastern District of North Carolina for emergency authority to
use Cash Collateral to fund its operations and other expenses.  
The Debtor tells the Court that absent the use of Cash Collateral,
the company will not be able to continue in operations, causing
irreparable harm to the Debtor's estate.

A hearing on this emergency motion to use Cash Collateral is
scheduled for Nov. 4, 2008.

The Debtor believes that proceeds generated from the sale of its
properties may constitute Cash Collateral of Cooperative Bank,
NewBridge Bank, First South Bank, Cape Fear Bank, RBC Centura,
North State Bank, Wachovia Bank, Regions Bank, Markraft Cabinets,
Kitchen & Lighting Designs Inc., Floors of Wilmington, Blown Rite
Insulation Inc., Hollingsworth Cabinets and Interiors, Coastal
Sash and Door Inc., Ed Newsome Hardwood Floors Inc., Creative
Flooring Concepts Inc., Bozart Brothers Construction Inc., Coastal
Glass and Hardware, General Shale Brick, Godwin Pumps of America
Inc. and Probuild East, LLC (collectively the "Creditors").

Cooperative Bank, NewBridge Bank, First South Bank, Cape Fear
Bank, RBC Centura, North State Bank, Wachovia Bank, Regions Bank,
and Markraft Cabinets hold deeds of trust on various properties of
the Debtor.  

Kitchen & Lighting Designs Inc., Floors of Wilmington, Blown Rite
Insulation Inc., Hollingsworth Cabinets and Interiors, Coastal
Sash and Door Inc., Ed Newsome Hardwood Floors Inc., Creative
Flooring Concepts Inc., Bozart Brothers Construction Inc., Coastal
Glass and Hardware, and General Shale Brick have all filed claims
of liens with the New Hanover County, North Carolina, Office of
the Clerk of Superior Court, or the Brunswick County, North
Carolina, Office of the Clerk of Superior Court.

The Debtor believes Kitchen and Lighting Designs Inc. may have
obtained a judgment against the Debtor, arising out of its claim
of lien against the Debtor.  Probuild East, LLC obtained a
judgment in the New Hanover County Superior Court dated Aug. 7,
2008, against Kirk H. Pigford and wife, Luanne C. Pigford, the
Debtor, and Pigford Properties, LLC.  Coastal Sash & Door Inc.
obtained a judgment against the Debtor.  Coastal Glass and
Hardware obtained two judgments against the Debtor, who asserts
that these judgments have been satisfied.

                       Adequate Protection

As adequate protection for the Debtor's Use of Cash Collateral,
the Debtor proposes that Creditors be granted post-petition
replacement liens and security interests on the same assets, to
the same extent and with the same validity and priority as existed
on the petition date.

                       About Kirk Pigford

Based in Wrightsville Beach, N.C., Kirk Pigford Construction Inc.
-- http://www.kirkpigfordconstruction.com/-- is a homebuilder.   
The company filed for Chapter 11 relief on Oct. 14, 2008 (Bankr.
E.D. N.C. Case No. 08-07139).  Trawick H. Stubbs, Jr., Esq., at
Stubbs & Perdue, P.A. represents the Debtor as counsel.  When the
Debtor filed for protection from its creditors, it listed assets
of $10 million to $50 million, and debts of $10 million to
$50 million.


LANDMARK FBO: S&P Trims Rating to 'B-' on Reduced Liquidity
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating to 'B-' from 'B', on aviation support
provider Landmark FBO LLC.  The outlook is negative.  Landmark has
about $320 million of debt outstanding.

"The downgrade reflects lower-than-expected earnings and reduced
liquidity," said Standard & Poor's credit analyst Roman Szuper.  A
weaker U.S. economy and very high fuel prices have adversely
affected demand for Landmark's core fueling and related services,
with near-term prospects uncertain.  Those developments coincide
with gradually tightening financial covenants, which results in
relatively thin covenant cushions in Landmark's credit facility.  
In response, the company has accelerated its cost-cutting
initiatives, which should stabilize results, at lower levels.

The 'B-' corporate credit rating on Landmark reflects the
company's very high debt leverage, very weak cash flow protection
measures, the risks associated with the cyclical and competitive
general aviation market, and modest earnings and cash flow.  These
factors outweigh Landmark's position as the third-largest provider
of fixed-base operations services, enhanced by the scarcity of
airport leases that provide considerable barriers to entry.

In February 2008, private equity firms GTCR Golder Rauner LLC and
Platform Partners LLC acquired DAE Aviation Holdings Inc.'s
airport services business and Encore FBO for about $500 million,
excluding fees and expenses.  The acquisition was financed by a
combination of debt and the sponsors' preferred stock.  Although
this security has several attributes of equity, Standard & Poor's
Ratings Services does not grant equity credit to preferred stock
issued as part of an LBO and held by a private equity owner and,
thus, S&P includes it as debt.  

On that basis, leverage is very high, with debt to EBITDA of about
12x.  Debt to capital is also very high, at approximately 100%,
with goodwill and intangibles in large amounts.  The company's
overall financial profile is likely to remain highly leveraged
over the next two years.  However, S&P expects Landmark to show
gradual gains in credit measures as earnings improve and as the
company applies modest free cash flow to debt repayment.

Houston, Texas-based Landmark operates under the Landmark Aviation
brand, with revenues of approximately $475 million estimated for
2008.  The company's network comprises 43 FBOs (40 locations in
North America and three in Europe).  The company is the sole FBO
operator at about 20 of its locations, with only one competitor at
a majority of other locations.

Limited liquidity, little cushion under financial covenants, and
the effect of a weakening economy on the company's services are
key near-term concerns.  S&P could lower the ratings if financial
results make it likely that Landmark will breach covenants.  S&P
considers an outlook revision to stable less likely in the near
term, but it could follow a meaningful improvement in earnings and
liquidity.


LEHMAN BROTHERS: Fitch Withdraws Ratings and All of Its Units
-------------------------------------------------------------
Fitch Ratings is withdrawing the ratings of Lehman Brothers
Holdings Inc. and all of its subsidiaries.  Fitch will no longer
provide analytical coverage on the entities as:

Lehman Brothers Holdings Inc.

  -- Long-term Issuer Default Rating of 'D';
  -- Senior unsecured debt of 'CCC/RR4';
  -- Subordinated debt of 'C/RR6';
  -- Preferred stock of 'C/RR6;
  -- Short-term IDR of 'D';
  -- Short term debt of 'D';
  -- Individual of 'F';
  -- Support of '5';
  -- Support floor of 'NF'.

Lehman Brothers Inc.

  -- Long-term IDR of 'B';
  -- Senior debt of 'B/RR1';
  -- Senior subordinated of 'B-';
  -- Short-term IDR of 'B';
  -- Short term debt of 'B';
  -- Individual from of 'D/E';
  -- Support from of '5'.

Lehman Brothers Bank, FSB

  -- Long-term IDR of 'BB';
  -- Long-term deposits of 'BBB-';
  -- Subordinate debt of 'BB-';
  -- Short-term IDR of 'F3';
  -- Short-term deposits of 'F3';
  -- Individual of 'D';
  -- Support Rating of '5'.

Lehman Brothers Commercial Bank

  -- Long-term IDR of 'BB';
  -- Long-term deposits of 'BBB-';
  -- Short-term IDR of 'F3';
  -- Short-term deposits of 'F3';
  -- Individual of 'D';
  -- Support of '5'.

Lehman Brothers Holdings plc

  -- Long-term IDR of 'D';
  -- Senior unsecured debt of 'CCC/RR4';
  -- Subordinated debt of 'C/RR6';
  -- Short-term IDR of 'D';
  -- Short term debt of 'C';
  -- Individual of 'F'.
  -- Support of '5'.

Lehman Brothers International (Europe)

  -- Long-term IDR of 'D';
  -- Short-term IDR of 'D'.

Lehman Brothers Holdings Capital Trust III - VII

  -- Preferred stock of 'C/RR6'.

Lehman Brothers UK Capital Trust LP, II and III

  -- Preferred stock of 'C/RR6'.

Lehman Brothers E-Capital Trust I

  -- Preferred stock of 'C/RR6'.


LINENS 'N THINGS: Picks DJM Realty To Market 371 Retail Stores
--------------------------------------------------------------
Linens 'n Things Inc. will sell the remaining 371 retail store
leases and 3 distribution centers.  The company has selected
DJM Realty, a Gordon Brothers Group Company to manage the national
disposition of the remaining properties.  Linens 'n Things
operated 551 U.S. locations in the beginning of 2008.  On May 2,
2008, Linens 'n Things filed to reorganize under Chapter 11 and
since then DJM Realty has been disposing of the retailer's real
estate.

"Linens 'n Things have built a portfolio in markets that are very
difficult to enter, which creates a real opportunity to
retailers," Michael Gries, chief executive officer of Linens 'n
Things, said.

The 371 leases that are available for assignment in this
bankruptcy sale are in these states: AL, AR, AZ, CA, CO, CT, DC,
DE, FL, GA, IA, ID, IL, IN, KS, KY, LA, MA, MD, ME, MI, MN, MO,
MS, MT, NC, NE, NH, NJ, NM, NV, NY, OH, OK, OR, PA, RI, SC, SD,
TN, TX, UT, VA, VT, WA, WI, WV.

"The Linens 'n Things portfolio include some of the top retail
real estate locations in the Northeast including the 1-95
corridor from Long Island to Boston, the Western Coast of
Florida including the panhandle, Northern and Southern
California, several markets throughout Chicago and prime
Southeast United States locations," Andy Graiser, co-president
of DJM Realty, heading the Linens 'n Things project, said.

In addition to disposing of the retail locations, DJM Realty is
marketing 3 Linens 'n Things distribution centers in New Jersey,
North Carolina and Kentucky totaling 1.2 million square feet.
The distribution center in Greensboro, North Carolina is available
for sale.  The property consists of a 228,000 SF building with a
50,000 SF mezzanine on 24.2 (+/-) acres.

"The Greensboro warehouse is well located, in close proximity to
the airport and right off of the Interstate," Mr. Graiser said.
As with all Chapter 11 projects, the process moves fast and we
are expecting an auction before Dec. 15, 2008.  Linens 'n Things
property details will be available shortly at
http://www.djmrealty.com. For more information you can contact  
James Avallone at Javallone@djmrealty.com or 631-927-0024.

DJM Realty has worked with over 230 retail companies to dispose of
their surplus or under-performing real estate.  DJM Realty finds
ways to consolidate and reconfigure real estate to achieve the
highest possible value.

                   About Linens 'n Things, Inc.

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

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

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


LIZ CLAIBORNE: Earnings Revision Cues S&P's Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed it ratings on Liz
Claiborne Inc., including the 'BB+' corporate credit rating, on
CreditWatch with negative implications.  The New York City-based
apparel company had about $898 million of debt as of July 5, 2008.

The CreditWatch placement follows the company's pre-announcement
and downward earnings revision for the nine months ended September
2008, and for the full-year fiscal 2008 ending December 2008.  The
earnings revisions are due to the continued weak economic outlook
and challenging holiday season in the retail sector, and lower-
than-expected comparable store sales in its owned retail segment.

"Standard & Poor's will monitor developments and meet with
management shortly to review the company's ongoing operating
strategies and financial policy," noted Standard & Poor's credit
analyst Susan H. Ding.  "Our resolution of the CreditWatch listing
will focus on the company's ability to maintain its credit metrics
consistent with our expectations, and its operating business
trends and financial metrics," she continued.


MASTR SECOND: Poor Collateral Performance Cues Moody's Ratings Cut
------------------------------------------------------------------
Moody's Investors Service has downgraded 9 certificates from
transactions issued by MASTR Second Lien Trust.  The transactions
are backed by second lien loans.  The certificates were downgraded
because the bonds' credit enhancement levels, including excess
spread and subordination were low compared to the current
projected loss numbers at the previous rating levels.

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

Issuer: MASTR Second Lien Trust 2005-1

  -- Cl. A, Downgraded to Baa1 from Aaa
  -- Cl. M-1, Downgraded to Caa3 from Aa1
  -- Cl. M-2, Downgraded to C from Ba2
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa3
  -- Cl. M-5, Downgraded to C from Ca
  -- Cl. M-7, Downgraded to C from Ca

Issuer: MASTR Second Lien Trust 2006-1

  -- Cl. A, Downgraded to Ca from A2
  -- Cl. M-1, Downgraded to C from Caa1


METALDYNE CORP: Amendment Negotiations Cue Moody's Ratings Cut
--------------------------------------------------------------
Moody's Investors Service lowered the ratings of Metaldyne
Corporation - Corporate Family and Probability of Default, to Caa3
from Caa1; senior notes, to Caa3 from Caa1; and the senior
subordinated notes to Ca from Caa3.  Moody's also lowered the
ratings of Metaldyne Company LLC's senior secured term loan
facility and senior secured synthetic letter of credit facility to
Caa2 from B3, and senior secured revolving credit facility to B1
from Ba3.  The ratings remain under review for downgrade.

The downgrade reflects Metaldyne's website posting of October 23,
2008 that it has been in the process of negotiating various
amendments to the credit agreements of certain of its
subsidiaries.  In the announcement, the company noted that it is
in discussions with Asahi Tec Corporation (the company's indirect
parent), RHJ International, SA/NV (Asahi Tec's largest
shareholder), its customers, as well as holders of the company's
10% senior notes due 2013 and its 11% senior subordinated noted
due 2012.

It is Moody's belief that these discussions are progressing as
Metaldyne previously announced an additional $10 million capital
contribution from Asahi Tec made on October 15, 2008, and the
cancellation of a $31 million senior subordinated due from
Metaldyne to Chrysler LLC on October 13, 2008.  Any financial
restructuring would likely result in an improved capital
structure.  However, Moody's also believes that in light of the
current automotive supplier industry conditions and prospects, the
resolution of these negotiations will result in less than full
value to one or more of the junior classes of debt.

Also incorporated in the company's discussions is a potential
payment default under the ABL revolving credit facility which
disputed by the company and, as part of a letter agreement, is
under a standstill arrangement until the earlier of an amendment
to the ABL revolving credit or October 28th, 2008.

For the twelve months ending June 29, 2008 Metaldyne's
EBIT/interest coverage was approximately 0.2x and free cash flow
was approximately negative $70 million.  As per the letter
agreement noted above, Metaldyne currently does not have access to
its ABL revolving credit facility.

Moody's review will focus on and assess the degree to which there
is any compromise of the outstanding debt of Metaldyne as
information becomes available.  In addition, the review will
consider the degree to which Metaldyne's new capital structure
will be suitable to the company's market position, operating
structure, industry conditions, and general economic conditions.  
These considerations also include the company's high customer
concentration with Chrysler LLC, the severe downturn in North
American automotive markets and weaker demand in Europe.  These
pressures are expected to continue into 2009.

Ratings lowered and under review:

Metaldyne Corporation:

  -- Corporate Family Rating, to Caa3 from Caa1;
  -- Probability of Default Rating, to Caa3 from Caa1;
  -- $142 million (remaining amount) of 10% guaranteed senior
     unsecured notes due November 2013, to Caa3 (LGD4, 53%) from
     Caa1 (LGD4, 50%);

  -- $250 million of 11% guaranteed senior subordinated notes due
     June 2012, to Ca (LGD5, 88%) from Caa3 (LGD5, 87%)

Metaldyne Company LLC:

  -- $150 million guaranteed senior secured asset based revolving
     credit facility, to B1 (LGD2, 12%) from Ba3 (LGD2, 18%);

  -- $408 million (remaining amount) guaranteed senior secured
     term loan, to Caa2 (LGD3, 36%) from B3 (LGD3, 34%);

  -- $60 million Synthetic L/C Facility, to Caa2 (LGD3, 36%) from
     B3 (LGD3, 34%);

The last rating action was on February 20, 2008 when the ratings
were lowered.

Metaldyne Corporation, headquartered in Plymouth, Michigan, is a
leading global designer and supplier of metal-based components,
assemblies and modules for transportation related powertrain and
chassis applications including engine, transmission/transfer case,
wheel-end and suspension, axle and driveline, and noise and
vibration control products to the motor vehicle industry.
Metaldyne LLC is a wholly-owned operating company.  Metaldyne was
purchased by Asahi Tec Corp in January 2007.  While Metaldyne is a
restricted subsidiary of Asahi Tec, Metaldyne's Chairman and CEO
also serves as co-CEO of Asahi Tec.


METROMEDIA STEAKHOUSE: Interim Approval to Borrow Up $1MM Given
---------------------------------------------------------------
Steven Church of Bloomberg News reports that the U.S. Bankruptcy
Court for the District of Delaware gave Metromedia Steakhouses
Company, L.P., and its debtor-affiliates interim approval to
borrow $1 million from indirect parent Metromedia Co.  The Debtors
told the Court that they must reorganize their Ponderosa and
Bonanza restaurant chains within 180 days, or lose the financing
needed to pay bankruptcy costs, according to the report.

The Debtors, according to the report, will return in November to
ask for permission to borrow as much as $2.4 million.  Metromedia
has been subsidizing the Debtors for several months, company Chief
Financial Officer Tamara Jones said according to the report.

The Debtors expects to file a reorganization plan within 60 days,
according to the report.

                   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.

The Debtor and its bankrupt affiliates filed for Chapter 11
bankruptcy protection on Oct. 22, 2008 (Bankr. D. Del. Lead Case
No. 08-12490).  Bruce Grohsgal, Esq., and Laura Davis Jones, Esq.,
at Pachulski, Stang, Ziehl Young & Jones, LLP, represent the
Debtors in their restructuring efforts.  The Lead Debtor listed in
its petition between $1 million and $10 million in estimated
assets and between $100 million and $500 million in estimated
debts.


MORGAN STANLEY: S&P Affirms Ratings on 24 Classes of Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 24
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Trust 2007-TOP27.

The affirmed ratings on the pooled certificates reflect credit
enhancement levels that provide adequate support through various
stress scenarios.  The affirmed rating on the 'AW34' raked
certificate class reflects S&P's analysis of the credit
characteristics of the 330 West 34th Street loan, which is the
sole source of cash flow for the certificate.

As of the Oct. 14, 2008, remittance report, the trust collateral
pool comprised 226 assets with an aggregate balance of
$2.762 billion, compared with 226 loans with a balance of
$2.773 billion at issuance.  The master servicer, Wells Fargo Bank
N.A., reported financial information for 95.2% of the loans in the
pool; 94.6% of the servicer-reported information was year-end 2007
data.  Based on this information, Standard & Poor's calculated a
weighted average debt service coverage of 1.65x for the pool, up
from 1.61x at issuance.  All of the loans in the pool are current
except for the One Exchange Place and Regent Shoppes loans, which
are referenced below.  To date, the trust has not experienced any
losses.

The top 10 loans have an aggregate outstanding balance of
$797.0 million (29%) and a weighted average DSC of 1.60x, the same
as at issuance.  Wells Fargo provided property inspections for all
of the top 10 loan exposures.  All of the properties were
characterized as "good."

At issuance, 17 loans ($344.2 million, 13%) were categorized as
having credit characteristics consistent with investment-grade
rated obligations.  Standard & Poor's adjusted valuations for 16
of the 17 loans were comparable with their valuations at issuance.  
The credit characteristics of the Fields Apartment Homes loan
($18.7 million, 1%) are no longer consistent with those of an
investment-grade rated obligation.  This loan is secured by a
285-unit multifamily property in Bloomington, Indiana, that was
built in 1997.  Occupancy at the property has dropped to 88% from
95% at issuance, and DSC has dropped 13% since issuance.  Standard
& Poor's adjusted value for this loan is 4% lower than the value
at issuance.

Two assets ($11.7 million) are with the special servicer,
Centerline Servicing Inc.  Details of these two specially serviced
assets are:

     -- The One Exchange Place loan ($10.4 million total exposure)
        is secured by a 97,733-sq.-ft. office property in Jersey
        City, New Jersey.  The property was built in 1920 and
        renovated in 1990.  The loan was transferred to the
        special servicer in June 2008 due to payment default.  The
        special servicer has indicated that the property is 55%
        occupied, down from 84% at issuance.  The property lost
        its certificate of occupancy after illegal modifications
        were made to the sprinkler system in one of the tenant
        spaces, resulting in higher tenant rollover and the higher
        vacancy rate.  Centerline has begun foreclosure
        proceedings.  At this time, however, Standard & Poor's
        does not expect a loss upon the resolution of this asset.

     -- The Regent Shoppes loan ($1.8 million total exposure) is
        secured by a 10,850-sq.-ft. unanchored retail property in
        St. Cloud, Florida.  The property was built in 2006.  The
        loan was transferred to the special servicer in March 2008
        due to payment default and it is 90-plus days delinquent.          
        Performance at the property has deteriorated significantly
        since issuance.  The most recent occupancy was 43% as of
        April 2008, down from 100% at issuance.  Centerline
        received an as-is appraisal of $2.14 million in May 2008,
        and Centerline has begun foreclosure proceedings.  At this
        time, Standard & Poor's expects a significant loss upon
        the resolution of this asset.

Five loans in the pool, totaling $40.0 million (2%), have DSCs
below 1.0x.  These loans have an average balance of $8.0 million
and have experienced a weighted average decline in DSC of 50%
since issuance.  The loans are secured by a variety of hotel,
retail, office, and industrial properties.  However, S&P doesn't
consider these five loans to be credit concerns at this time due
to improving property occupancy or relatively low leverage.

Wells Fargo reported a watchlist of two loans ($10.4 million,
0.4%).  The largest loan on the watchlist is the Rivery Town
Center loan ($8.0 million, 0.3%), which is secured by a 74,266-
sq.-ft. anchored retail property located in Georgetown, Texas, and
built in 2005.  This loan appears on the watchlist due to a drop
in occupancy to 71% from 83%.  However, the reported DSC was
1.13x as of June 30, 2008.

Standard & Poor's identified seven collateral properties
($56.4 million, 2%) in areas affected by Hurricane Ike.  Wells
Fargo reported that six of the properties ($53.7 million, 2%) did
not sustain significant damage, but could not confirm whether the
property securing the 3334 Richmond Avenue loan ($2.7 million,
0.1%) was damaged.  However, this property has both flood and
windstorm insurance in place. Standard & Poor's will continue to
evaluate information on the loans as it becomes available.

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

Ratings Affirmed - Pooled Certificates

Morgan Stanley Capital I Trust 2007-TOP27

Class     Rating            Credit enhancement
-----     ------            ------------------
A-1       AAA                    27.11%
A-1A      AAA                    27.11%
A-2       AAA                    27.11%
A-3       AAA                    27.11%
A-AB      AAA                    27.11%
A-4         AAA                  27.11%
A-M       AAA                    17.07%
A-MFL     AAA                    17.07%
A-J       AAA                    10.04%
B         AA                      8.03%
C         AA-                     6.90%
D         A                       5.77%
E         A-                      4.89%
F         BBB+                    4.02%
G         BBB                     2.89%
H         BBB-                    2.01%
J         BB+                     1.88%
K         BB                      1.76%
L         BB-                     1.51%
M         B+                      1.26%
N         B                       1.00%
O         B-                      0.88%
X         AAA                      N/A

N/A -- Not applicable.

            Ratings Affirmed - Non-Pooled Certificates

Morgan Stanley Capital I Trust 2007-TOP27

Class     Rating
-----     ------       
AW34      AAA


MRS FIELDS: Chapter 11 Plan Effective Oct. 24
----------------------------------------------
Mrs. Fields Famous Brands, LLC, implemented on Oct. 24, 2008 its
reorganization plan approved by the U.S. Bankruptcy Court for the
District of Delaware.  The Court confirmed the Plan on Oct. 2.

Mrs. Fields' Original Cookies, Inc., said Oct. 24 that it has
emerged from Chapter 11 bankruptcy with an improved balance sheet,
a good working capital position, and new ownership.

"The prepackaged bankruptcy filing was the perfect means to
complete the Company?s reorganization," commented Michael Ward,
Interim Co-Chief Executive Officer. "Within 60 days of filing the
Chapter 11 petition, we were able to significantly de-lever the
Company's balance sheet, establish a credit facility to support
our working capital needs, and emerge from bankruptcy fully
capable of meeting and exceeding customer expectations."

                          About Mrs. Fields'

Headquartered in Salt Lake City, Utah, Mrs. Fields' Original
Cookies, Inc. -- http://www.mrsfields.com/-- operates a chain of  
cookie and baked goods.  The company and 13 of its affiliates
filed for Chapter 11 protection on Aug. 24, 2008 (Bankr. D. Del.
Lead Case No.08-11953).  David R. Hurst, Esq., at Montgomery
McCracken Walker & Rhoads LLP, represents the Debtors in their
restructuring efforts.  The Debtors selected Epiq Bankruptcy
Services LLC as their claims agent.  When the Debtors filed for
protection from their creditors, they list assets between $500,000
and $1 million, and debts between $100 million and $500 million.


NASIR EBRAHIMI: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Nasir Ebrahimi
        aka Nassir Ebrahimi
        3131 Deep Canyon Drive
        Beverly Hills, CA 90210

Bankruptcy Case No.: 08-27944

Chapter 11 Petition Date: October 27, 2008

Court: Central District Of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtor's Counsel: John J. Bingham, Jr., Esq.
                  jbingham@dgdk.com
                  Danning, Gill, Diamond & Kollitz, LLP
                  2029 Century Park East, Third Floor
                  Los Angeles, CA 90067
                  Tel: (310) 277-0077
                  Fax: (310) 277-5735

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
   ------                      ---------------   ------------
Maryam Seyedan                 special verdict   $8,204,820
Greenberg Glusker Fields
1900 Avenue of the Stars
21st Floor
Los Angeles, CA 90067-4590

Pacific Western Bank           loan guarantee    $3,703,093
444 South Flower Street
14th Floor
Los Angeles, CA 90071

Wells Fargo Bank               loan              $523,000
National Association
MAC #E2064-203
333 South Grand Avenue, #2000
Los Angeles, CA 90071

Shahram Elyaszadeh             loan              $150,000

Lida Lahijani                  loan              $130,000

American Express               credit card debt  $111,633

Fereydoon Khodadadi            loan              $100,000

Bank of America                credit card debt  $43,021



American Express               credit card debt  $7,353

Discover Card                  credit card debt  $4,306

Discover Card                  credit card debt  $2,357

Bank of America                credit card debt  $1,841


NEUMANN HOMES: Court Approves Proofs of Claim Filing Deadlines
--------------------------------------------------------------
Judge Eugene R. Wedoff of the United States Bankruptcy Court for
the Northern District of Illinois approved the proposed deadlines
for creditors to file their proofs of claim against Neumann
Homes, Inc., and its debtor-affiliates

Creditors holding prepetition claims against the Debtors are
required to file their proofs of claim within 60 days after the
Debtors mail the Bar Date Notice.

For creditors whose claims resulted from the rejection of their
contracts with the Debtors, they are required to file their proofs
of claim by the later of the Bar Date or at a date set by the
Court.

The Debtors will cause to publish the Bar Date Notice in the
national edition of The Chicago Tribune, The Detroit Free Press,
The Milwaukee Journal Sentinel and The State Capitol Times no
later than two weeks prior to the Bar Date.


NEUMANN HOMES: Court OKs $12M Sale of Properties to Guaranty Bank
-----------------------------------------------------------------
Judge Eugene R. Wedoff of the United States Bankruptcy Court for
the Northern District of Illinois approved the proposed sale of
Neumann Homes, Inc., and its debtor-affiliates' properties in  
four residential developments to Guaranty Bank through a credit
bid.

The properties are located in the Clublands of Joliet, Meadows
of West Bay, NeuStoneshire and the Conservancy/Cascairo Farm
Developments.  They serve as collateral for the loans, which the
Debtors availed from Guaranty Bank before the Petition Date.

"The consideration provided by Guaranty [Bank] pursuant to the
credit bid is fair and reasonable, is the highest and best offer
for the developments and constitutes reasonably equivalent value
and fair consideration," the Court held in its ruling.

Guaranty Bank made credit bids for properties in these
Developments:

     Clublands of Joliet           $2,135,000
     Meadows of West Bay           $3,100,000
     NeuStoneshire                 $6,115,000
     Conservancy/Cascairo Farm
       in the village of Gilberts    $620,000

The properties will be sold to Guaranty Bank free and clear of all
junior interests.  The Court-approved sale, however, will not
affect any valid and enforceable interest in the properties senior
to Guaranty Bank's interests.

As part of the sale, the Court authorized the Debtors to assume
and assign to Guaranty Bank or its designee the declaration of
condominium ownership dated Jan. 18, 2006, which was executed for
the NeuDearbon Station Condominium Association.

The Court also permitted the Debtors to reject the remaining
contracts and leases executed relating to the Residential
Developments.  The remaining contracts are not a source of
potential value for the Debtors' estates, the Court acknowledged.

The Court noted it will deal with Guaranty Bank's collateral in
the NeuDearbon Station in a separate or supplemental order.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company has built more than 11,000 homes in some
150 residential communities.  The company offers formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)  


NEUROGEN CORP: Nasdaq Suspends $1 Minimum Bid Rule until May 29
---------------------------------------------------------------
Neurogen Corporation was informed by The NASDAQ Stock Market that,
pursuant to the NASDAQ's suspension of their requirements for
minimum bid price and market value of publicly held shares,
Neurogen's deadline to regain compliance with the NASDAQ's
$1.00 minimum bid requirement has been extended from Feb. 23,
2009 to May 29, 2009.  On Aug. 26, 2008, Neurogen was notified by
the NASDAQ that for the preceding 30 business days Neurogen's
common stock had not met the $1.00 minimum closing bid price
requirement.  To regain compliance, the closing bid price of
Neurogen common stock must meet or exceed $1.00 per share for a
minimum of ten consecutive business days.

Neither the original notification nor the extension has an
immediate effect on the listing of Neurogen's common stock on the
NASDAQ Global Market.  Neurogen's common stock will continue to
trade on the NASDAQ Global Market under the symbol NRGN.
If Neurogen does not regain compliance by May 29, 2009, NASDAQ
will provide written notification to Neurogen that its common
stock will be delisted.  At that time, the company may appeal
NASDAQ's determination to delist its securities to a Listing
Qualifications Panel.  Alternatively, Neurogen could apply to
transfer its common stock from the NASDAQ Global Market to the
NASDAQ Capital Market if it satisfies all requirements, other
than the minimum closing bid price requirement, for initial
inclusion in that market set forth in Marketplace Rule 4310(c).
If Neurogen makes such an election and its transfer application
is approved, it will be eligible to regain compliance with the
minimum closing bid price requirement during a second 180 calendar
day compliance period.

                       About Neurogen Corp.

Neurogen Corporation (NasdaqGM: NRGN) -- http://www.neurogen.com/     
-- is a drug development company focusing on small-molecule drugs
to improve the lives of patients suffering from disorders with
significant unmet medical need, including insomnia, anxiety,
restless legs syndrome (RLS), Parkinson's disease, and pain.

Neurogen conducts its development independently and, when
advantageous, collaborates with world-class pharmaceutical
companies to access additional resources and expertise.

At Dec. 31,2007, the company's consolidated balance sheet showed
$71,370,000 in total assets, $16,763,000 in total liabilities, and
$54,607,000 in total stockholders' equity.

                          *     *     *

PricewaterhouseCoopers LLP, in Hartford, Connecticut, expressed
substantial doubt about Neurogen Corporation'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 said that the company expects to incur
substantial and increasing losses for at least the next several
years and will need substantial additional financing to obtain
regulatory approvals, fund operating losses, and if deemed
appropriate, establish manufacturing and sales and marketing
capabilities.


NEW CENTURY: Moody's Trims Three Certs. Ratings on 'C' from 'Caa2'
------------------------------------------------------------------
Moody's Investors Service has downgraded 3 certificates from a
transaction issued by New Century Home Equity Loan Trust.  The
transaction is backed by second lien loans.  The certificates were
downgraded because the bonds' credit enhancement levels, including
excess spread and subordination were low compared to the current
projected loss numbers at the previous rating levels.

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

Issuer: New Century Home Equity Loan Trust, Series 2006-S1

  -- Cl. A-1, Downgraded to C from Caa2
  -- Cl. A-2a, Downgraded to C from Caa2
  -- Cl. A-2b, Downgraded to C from Caa2


NEWBURGH INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Newburgh Investment Properties, LLC
        426 Newburgh Rd.
        27758 West Warren
        Westland, MI 48185

Bankruptcy Case No.: 08-66197

Type of Business: The Debtor operates a real estate company.

Chapter 11 Petition Date: October 27, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J Shefferly

Debtor's Counsel: Richard F. Fellrath, Esq.
                  lawfell@wowway.com
                  4056 Middlebury Drive
                  Troy, MI 48085
                  Tel: (248) 519-5064
                  Fax: (248) 519-5065

Total Assets: $2,800,001

Total Debts: $3,041,709

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

            http://bankrupt.com/misc/mieb08-66197.pdf


NV TELEVISION: S&P Chips Credit Rating to 'B-'; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Atlanta, Georgia-based NV Television
LLC and its affiliates, NV Broadcasting LLC and Parkin
Broadcasting LLC.  The corporate credit rating was lowered to 'B-'
from 'B'.  The rating outlook is negative, reflecting S&P's
concern about the company's thinning margin of compliance with its
leverage covenant in the face of weakening TV ad spending.

"The rating reflects the TV broadcaster's elevated debt leverage,
narrow cash flow diversification, weak conversion of EBITDA into
discretionary cash flow because of high interest expense, a
thinning margin of bank covenant compliance, and TV broadcasting's
mature revenue growth prospects," said Standard & Poor's credit
analyst Deborah Kinzer.  "The competitive positions of NV
Television's predominantly major network-affiliated TV stations in
several small and midsize markets, TV broadcasting's good margins,
and the company's discretionary cash flow potential minimally
offset these factors."

NV Television is an indirect, wholly owned subsidiary of New
Vision Television LLC, which is 97.3% owned by HBK Capital
Management, a private equity firm, and 2.7% owned by management.  
The company operates 13 TV stations in nine small and midsize
markets ranked from No. 22 (Portland, Ore.) to No. 192 (Bend,
Ore.).  Most of the company's stations are affiliated with the top
four networks.  Two markets contribute more than half of total
broadcast cash flow, which increases the impact of regional
economic volatility on ad demand and on the company's financial
performance.

Pro forma for the November 2007 acquisition of Montecito Broadcast
Group, the company's EBITDA margin was 32.1% for the 12 months
ended June 30, 2008, which is slightly better than the peer
average.  Pro forma EBITDA coverage of cash interest was thin, at
1.2x, but EBITDA coverage of total interest was only breakeven, at
1.0x. The company's $30 million senior unsecured holding company
term loan due 2015 pays interest in kind at an annual rate of 16%
for the first four years.  The payment-in-kind feature allows the
company to have smaller cash interest payments in the near term,
but it will subject the company to sharply higher interest
payments starting in 2011, and rapid accretion during the PIK
period.

Pro forma debt to EBITDA is very high, at 10.9x as of June 30,
2008.  S&P is concerned that slowing local and national ad
revenues could offset the benefits of election advertising in
2008, and that the situation will worsen in 2009, a nonelection
year.  Although the company has low working capital and
capital spending needs, S&P expects it to generate negligible
discretionary cash flow because of its high debt burden.


ORBIT PETROLEUM: Amends Chapter 11 Petition, Names New Chief
------------------------------------------------------------
Orbit Petroleum, Inc. (Oklahoma) has amended its originally filing
petition to clarify that only the company, and not its parent --
Orbit Petroleum, Inc. -- is petitioning for reorganization.  

Orbit Petroleum, Inc. (Oklahoma) is currently under a petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
Federal Court in New Mexico.

Orbit Petroleum's Board of Directors has also named Mike Myers as
its President, and as President of the wholly owned subsidiary,
Orbit Petroleum, Inc. (Oklahoma) effective Oct. 20, 2008.

Mr. Myers will immediately be directly responsible for all action
related to both Orbit Petroleum, Inc. (Nevada), the parent holding
company and Orbit Petroleum, Inc. (Oklahoma) the wholly owned
subsidiary.  This change in management follows an equity
investment by a group led by Mr. Myers to acquire approximately
40% of the parent company.

The Board of Directors thinks that this is a positive development
for both the holding company and its wholly owned subsidiary.  Mr.
Myers has a great deal of oil and gas experience and has
successfully worked with other companies going through
reorganization.  Mr. Jim Frazier will effectively be resigning as
President and Chairman of the Company with the addition of Mr.
Myers.  Mr. Frazier will remain active with the Company for a
short period of time to aid in the transition.

Headquartered in Oklahoma City, Oklahoma, Orbit Petroleum, Inc.
(OBPT.PK) --  http://www.orbitpetro.com-- is the owner of oil and  
gas properties in New Mexico and Texas.


OSCIENT PHARMACEUTICALS: NASDAQ Waives Action to Delist Security
----------------------------------------------------------------
Oscient Pharmaceuticals Corporation received notification from
the Listings Qualifications Department of The NASDAQ Stock Market
LLC that, given the current extraordinary market conditions,
NASDAQ has suspended the enforcement of the rules requiring a
minimum market value of publicly held shares and a minimum
$1 closing bid price, effective immediately.

As a result of the suspension, all companies presently in the
compliance process will remain at that same stage of the process;
however, companies can regain compliance during the suspension
period.  NASDAQ will not take any action to delist any security
for these concerns during the suspension period, which will
remain in effect through Friday, Jan. 16, 2009.  These rules
will be reinstated on Monday, Jan. 19, 2009.

On Oct. 3, 2008, Oscient disclosed that pursuant to Marketplace
Rule 4310(c)(8)(B), the company had 90 calendar days, or until
Jan. 2, 2009, to regain compliance with the MVPHS requirement.
Oscient will now have until April 7, 2009, to regain compliance
by evidencing a minimum $15 million MVPHS for 10 consecutive
business days.  If the company does not regain compliance with
the MVPHS requirement by April 7, 2009, the company will receive
written notification of delisting from NASDAQ and at that time
will be entitled to request a hearing before a NASDAQ Listing
Qualifications Panel to present its plan to regain compliance
with the MVPHS requirement.

The NASDAQ notice has no effect on the listing of the company's
common stock on The NASDAQ Global Market at this time.
Seeking to improve its capital structure, on Oct. 21, 2008, the
company launched a proposed exchange offer with the holders of
its 3.50% Convertible Senior Notes due 2011.  The company has
filed a registration statement with the Securities and Exchange
Commission relating to the proposed exchange offer.  As stated
in the registration statement, the company believes the exchange
offer is an important component of its plan to reduce the
company's overall debt level and to re-calibrate its capital
structure in order to better execute the company's business
strategy.  The company also believes completion of the exchange
offer may enable it to evidence compliance with NASDAQ's MVPHS
requirement; however, there can be no assurance that the company
will be able to do so.

            About Oscient Pharmaceuticals Corporation
  
Headquartered in Waltham, Massachusetts, Oscient Pharmaceuticals
Corporation (NASDAQ:OSCI) -- http://www.oscient.com/-- is a  
commercial-stage pharmaceutical company marketing Food and Drug
Administration approved products in the United States.  The
company markets two products: ANTARA (fenofibrate) capsules, a
cardiovascular product, and FACTIVE (gemifloxacin mesylate)
tablets, a fluoroquinolone antibiotic.  ANTARA is approved by the
FDA to treat hypercholesterolemia (high blood cholesterol) and
hypertriglyceridemia in combination with a healthy diet.  The
company also has late-stage antibiotic candidate, Ramoplanin for
the treatment of Clostridium difficile-associated disease, or
CDAD.



PARCS-R MASTER: S&P Assigns 'CCC+' Rating on $19MM Unit Series
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
PARCS-R Master Trust's $19 million Montaigne (fixed recovery)
units series 2008-3 due 2014.

The rating reflects:

     -- The credit support in the form of subordination;
     -- The underlying collateral's rating; and
     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness.




PAPPAS TELECASTING: Nov. 14 Hearing on Last 10 TV Stations Set
--------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Bankruptcy
Court for the District of Delaware scheduled for Nov. 14, 2008, a
hearing to consider the request of E. Roger Williams -- the
Chapter 11 Trustee overseeing the estates of Pappas Telecasting,
Inc., and its debtor-affiliates -- for approval of auction and
sale procedures for the remaining Pappas TV stations.

Although no one is under contract, the Trustee, according to Mr.
Rochelle, intends to hold a Dec. 11 auction for the remaining 10
stations in California, Washington, Texas, Nebraska, Iowa, and
North Carolina.  If the Court approves with the proposed
procedures, initial bids would be due Dec. 4 and the hearing for
approval of the sale would occur Dec. 16, according to the report.

According to the report, the Debtors did not receive any higher
offer at an Oct. 27 auction than the $4 million bid by Entravision
Communications Corp. for eight of the Debtors' television stations
near Reno, Nevada.  The Chapter 11 Trustee, according to Troubled
Company Reporter on Sept. 25, will appear at a hearing later today
for the approval of the sale of the eight stations.

Fortress Credit Corp., administrative agent for secured lenders
owed $330 million, will be entitled to credit bid at the auction,
according to the report.

                      About Pappas Telecasting

Fresno, California-based Pappas Telecasting Inc., aka KMPH, aka
KMPH-TV, and aka KMPH Fox 26, -- http://www.pappastv.com/-- and  
its affiliates are broadcasting companies.  Founded in 1971, their
stations reach over 15% of all U.S. households and over 32% of
Hispanic households.

Pappas and 21 affiliates filed chapter 11 petition on May 10, 2008
(Bankr. D. Del. Case No. 08-10915 through 08-10936).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP represents the
Debtors in their restructuring efforts.  Administar Services Group
LLC is the Debtors' notice and claims agent.  The Debtors listed
$100 million to $500 million in assets and debts when they filed
for bankruptcy.

Harry J. Pappas, the CEO and chairman of Pappas Telecasting and
its debtor-affiliates, was the subject of a petition for Chapter 7
liquidation filed by creditors before the U.S. Bankruptcy Court
for the District of Delaware.  Mr. Pappas' wife Stella was also
subject of the involuntary petition.  The petitioning creditors
are Fortress Credit Opportunites I LP, Fortress Credit
Opportunites II LP, Ableco Finance LLC and Silver Oak Capital.
John H. Knight, Esq., at Richards Layton & Finger, represents the
Fortress Creditors.  Adam G. Landis, Esq., at Landis Rath & Cobb
LLP, in Wilmington, represents Ableco and Silver Oak.

According to Bloomberg, the Debtors listed assets with a book
value of $460 million and debt of $537 million, including inter-
corporate debt.


PETTERS CO: Accomplice Pleads Guilty to Money Laundering
--------------------------------------------------------
Sophia Pearson and Beth Hawkins of Bloomberg News reports that
Larry Reynolds, who is linked to a more than $2 billion fraud at
Petters Co. and its debtor-affiliates, pleaded guilty on Oct. 23,
2008, to charges he conspired to commit money laundering.

Mr. Reynolds allegedly acted as a sales representative for a fake
supplier and helped Debtors' founder Tom Petters launder about
$12 billion from 2002 to September, prosecutors said during a
hearing in a St. Paul, Minnesota federal court according to the
report.

Mr. Petters, according to the report was arrested Oct. 3 on
charges of mail fraud, wire fraud and money laundering.  He was
ordered jailed without bail on Oct. 8, according to the report.  
Another bail hearing, originally scheduled for Oct. 23 in a
Minneapolis federal court was postponed until Oct. 31, according
to the report.

Two former executives of the Debtors, Deanna Coleman and Robert
Dean White, pleaded guilty earlier this month in connection with
the allegations, according to the report.  Ms. Coleman, vice
president of operations, acknowledged she alerted the government
to the scam on Sept. 8, according to the report.

                  About Petters Group Worldwide

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

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

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


PILGRIM'S PRIDE: S&P Trims Credit Rating on Likely Covenant Breach
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Pittsburg, Texas-based Pilgrim's Pride Corp., including its
corporate credit rating to 'CC' from 'CCC+'.  In addition, S&P
revised the CreditWatch implications to negative from developing.  
S&P originally placed the ratings on CreditWatch with negative
implications on June 19, 2008, due to its concerns that in the
near term, the company would face even higher commodity costs
because of the damage from heavy rains and flooding in the Midwest
to crops, especially the corn crop.

On Sept. 25, 2008, S&P downgraded the ratings on Pilgrim's Pride
and revised the CreditWatch implications to developing.  These
rating actions followed the company's announcement that it would
not likely be in compliance with the fixed-charge ratio covenant
as of its fiscal-year-end Sept. 27, 2008, due to a significant
loss in the fourth fiscal quarter.

As of June 30, 2008, the company had about $1.98 billion of debt.

"The downgrade follows the company's announcement that it intends
to exercise its 30-day grace period in making the $25.7 million
interest payment due Nov. 3, 2008, on its 7.625% senior unsecured
notes due May 1, 2015, and 8.375% senior subordinated notes due
2017," stated Standard & Poor's credit analyst Jayne M. Ross.  If
the company does not make the interest payments on Nov 3, 2008,
S&P will lower the ratings on those issues to 'D'.

"If Pilgrim's Pride can make the interest payments during the 30-
day grace period, we would review the ratings on those issues for
an upgrade," she continued.

Standard & Poor's will continue to monitor developments and take
appropriate rating actions as the situation necessitates.


PRIEST LAKE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Priest Lake Apartments, LLC
        2570 Murfreesboro Road
        Nashville, TN 37217

Bankruptcy Case No.: 08-09989

Type of Business: The Debtor owns an apartment building.

Chapter 11 Petition Date: October 27, 2008

Court: Middle District of Tennessee (Nashville)

Judge: George C Paine II

Debtor's Counsel: Elliott Warner Jones, Esq.
                  ejones@dsattorneys.com
                  Drescher & Sharp, P.C.
                  1720 West End Avenue, Suite 300
                  Nashville, TN 37203
                  Tel: (615) 425-7121
                  Fax: (615) 425-7111

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

            http://bankrupt.com/misc/tnmb08-09989.pdf


PROELITE INC: Gets Default Notice from Showtime Network
-------------------------------------------------------
ProElite Inc. received a notice of default and reservation of
rights dated Oct. 15, 2008, from Showtime Networks.

Showtime claimed in the notice that the company has violated a
debt covenant under a senior secured note purchase agreement dated
June 18, 2008, and related security agreement dated Sept. 10,
2008, as amended, requiring the company to maintain at least
$550,000 of unrestricted funds with a nationally recognized
financial institution.

Approximately $6.3 million is outstanding under the loan
agreements, which is secured by substantially all of the company's
assets.  The notice states that Showtime may, within three
business days, exercise rights and remedies including:

  a) exercise any and all rights as beneficial and legal owner
     of the company's assets;

  b) sell or assign the company's assets in whole or in part;

  c) grant a license or franchise to use the Company's assets
     in whole or in part;

  d) sue, demand, collect or receive Showtime's name and money
     property or receivable on account of or in exchange for the
    company's assets; or

  e) exercise all voting, consensual or other powers of ownership
     pertaining to the Company's assets as if Showtime were the
     sole and absolute owner thereof.

On October 16, 2008, Ken Hershman tendered his resignation from
the Board of Directors.  Mr. Hershman is an executive officer of
Showtime and was Showtime's designee on the company's Board of
Directors.  Edward Hannah resigned from the board the following
day.

The company's condensed consolidated balance sheet sheet at
June 30, 2008, showed $15,025,349 in total assets and $9,715,772
in total liabilities.  The company reported $18,719,364 net loss
on total revenue of $3,686,650 for the three months ended June 30,
2008, compared with $7,393,200 net loss on total revenue of
$1,927,235 for the same period a year earlier.

A full-text copy of the company's regulatory filing is available
for free at http://ResearchArchives.com/t/s?3441

                       Going Concern Doubt

The company has incurred losses from operations and negative cash
flows from operations since its inception.  Although the company
had approximately $3.5 million of cash at June 30, 2008, the
company continues to expend more cash than it brings in through
operations.

The company is actively negotiating to consummate a financing of
approximately $3.5 million in secured debt (with a funded amount
of $3.0 million after an original issue discount of $500,000) and
believes a successful closing is reasonably likely.  The company
says, however, that even with the successful closing of this debt
financing, it expects that its capital resources would be  
sufficient only until the end of the year, and only if the company
makes significant reductions in or cessation of operations and
expenditures before year end, including dramatically reducing
costs by reducing administrative expenses and some lines of
business.

These factors raise substantial doubt about the company's ability
to continue as a going concern.  

                       About ProElite Inc.

Headquartered in Los Angeles, ProElite, Inc. (OTC BB: PELE.PK)
-- http://www.proeliteinc.com/-- through its subsidiaries,   
develops, organizes, and promotes live mixed martial arts (MMA)
matches.  It has agreements to distribute the video content
through various distribution channels, including television
networks, DVD, cable channels, and the Internet throughout the
world.  The company also operates ProElite.com, a social
networking Web site for MMA enthusiasts and practitioners, which
includes forums chats, message boards, internal communications,
the ability to post photos, videos and other content, e-commerce,
and transaction engines, as well as features footage from its live
events and Webcast events, and post-fight interviews with MMA
fighters.


PROVIDENCE SERVICE: S&P Puts 'B+' Credit Rating Under Neg. Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating and other ratings on Providence Service Corp. on
CreditWatch with negative implications.

"The CreditWatch follows the recent announcement by the company
that it was withdrawing its guidance, and even more significant,
that it expects to take a non-cash impairment charge of
$90 million- $120 million in the third quarter related to its
LogistiCare acquisition," said Standard & Poor's credit analyst
Alain Pelanne.

Acquired in late-2007, LogistiCare is Providence's largest
acquisition ever, and it diversified the company by adding the
nation's leading case management provider coordinating non-
emergency transportation services for the Medicaid population.
However, since then, several states have found themselves in a
more tenuous financial position, and as such, are putting pressure
on a number of their Medicaid providers, including Providence.

S&P expects to review the company's financial results for the
third quarter and also examine the company's plan to deal with
anticipated pressures in its core businesses.  In particular, S&P
will examine the company's ability to comply with bank loan
covenants before taking a further rating action.  Providence
provides community-based behavioral health and NET services
through about 1,000 contracts throughout the U.S.


RED SHIELD: Court Approves $18.9 Million Plant Sale to Patriarch
----------------------------------------------------------------
Christopher Scinta of Bloomberg News reports that the U.S.
Bankruptcy Court for the District of Maine approved the sale of
the pulp mill and biomass power plant of Red Shield Environmental,
LLC, following an auction to an affiliate of private-equity group
Patriarch Partners LLC for $18.9 million on Oct. 23, 2008.

The minimum bid for the mill was expected to be $11.5 million, The
Associated Press relates, citing Bob Keach, Esq., the attorney for
Red Shield.

According to The AP, Maine's Gov. John Baldacci said that
Patriarch Partners was expected to close the mill on Monday.  The
report says that Patriarch Partners said it hopes to get the mill
up and running as soon as possible.

The AP states that a $30 million grant from the U.S. Department of
Energy to start ethanol production will be transferred to the new
owner once the sale is finalized.

                         About Red Shield

Headquartered in Old Town, Maine, Red Shield Environmental, LLC --
http://www.redshieldenv.com/-- provides renewable energy for on-
site consumption.  The company and its affiliate, RSE Pulp &
Chemical, LLC, filed for chapter 11 protection on
June 27, 2008 (Bankr. D. Maine Case Nos. 08-10633 and 08-10634),
blaming increases in material and fuel costs..  Robert J. Keach,
Esq., at Bernstein, Shur, Sawyer & Nelson, represents the Debtors
in their restructuring efforts.  When the Debtors filed for
protection against their creditors, they listed assets of between
$50 million and $100 million, and debts of between $1 million and
$10 million.


ROBERT GAVIN: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Robert G. Gavin, Sr.
        189 South Main Street
        Doylestown, PA 18901

Bankruptcy Case No.: 08-17011

Chapter 11 Petition Date: October 27, 2008

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Michael H. Kaliner, Esq.
                  michaelkaliner@7trustee.net
                  Jackson,Cook,Caracappa & Bloom
                  312 Oxford Valley Road
                  Fairless Hills, PA 19030
                  Tel: (215) 946-4342

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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


ROBERT MCDONALD: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Robert C. McDonald
        dba Scooters
        dba Bob's Dogs
        1412 South Racoon Road
        Youngstown, OH 44515

Bankruptcy Case No.: 08-27141

Chapter 11 Petition Date: October 27, 2008

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Edgardo D. Santillan, Esq.
                  edscourt@debtlaw.com
                  Santillan & Associates,P.C.
                  650 Corporation Street, Ste 304
                  Beaver, PA 15009
                  Tel: (724) 770-1040
                  Fax: (412) 774-2266

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

            http://bankrupt.com/misc/pawb08-27141.pdf


RYLAND GROUP: Posts $65.7MM Net Loss for Quarter Ended Sept. 30
---------------------------------------------------------------
The Ryland Group, Inc. and its subsidiaries posted $65.72 million
in net losses on $543.84 billion in net revenues for the third
quarter ended Sept. 30, 2008, compared with $54.74 million in net
losses on $737.24 billion in net revenues for same period ended
Sept. 30, 2007.

The Ryland Group, Inc. and its subsidiaries posted $336.67 million
in net losses on $1.45 billion in net revenues for the nine months
ended Sept. 30, 2008, compared with $131.62 million in net losses
on $2.19 billion in net revenues for same period ended Sept. 30,
2007.

The Ryland Group's balance sheet as of Sept. 30, 2008, showed
$2.06 billion in total assets, $1.25 billion in total liabilities,
$33.79 million in minority interests and $784.4 million in
shareholders' equity.

Full-text copy of the - is available free of charge at:
http://researcharchives.com/t/s?3442

                        About Ryland Group

Based in Calabasas, California and founded in 1967, The Ryland
Group Inc. (NYSE: RYL) -- http://www.ryland.com/-- is one of the    
nation's largest homebuilders and a leading mortgage-finance
company.  The company currently operates in 28 markets across the
country and has built more than 275,000 homes and financed more
than 230,000 mortgages since its founding in 1967.  

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2007,
Moody's Investors Service lowered the ratings of The Ryland Group
Inc., including its corporate family rating and the ratings on the
various issues of senior unsecured notes to Ba1 from Baa3.  The
ratings were taken off review for downgrade where they had been
placed on Oct. 31, 2007, and the outlook is negative.

The company has reported seven consecutive quarters of net losses
since the first quarter of 2007.  The company posted
$241.6 million in net losses on $487.9 million in revenues for the
second quarter ended June 30, 2008.


SEMGROUP LP: Chapter 11 Examiner To Report Work Plan by Nov. 6
--------------------------------------------------------------
John Knight, Esq., at Richards Layton & Finger, SemGroup LP's
local Delaware counsel, said the Chapter 11 examiner appointed
for the company's bankruptcy cases will submit his work plan and
budget on November 6, 2008, Reuters reported.

Roberta A. DeAngelis, Acting U.S. Trustee for Region 3,
previously appointed former Federal Bureau of Investigation
director Louis J. Freeh as the Chapter 11 examiner to investigate
the trading practices and prepetition transaction of SemGroup and
its debtor affiliates.

                         About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.  
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SEMGROUP LP: U.S. Trustee Forms Nine-Member Creditors Committee
---------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Roberta A.
DeAngelis, Acting U.S. Trustee for Region 3, appoints nine
members of the Official Committee of Producers for SemGroup,
L.P., and its debtor affiliates' Chapter 11 cases.

The members are:

  1. Samson Resources Company
     Samson Plaza, Two West Second St.
     Tulsa, OK 74103
     Tel. No.: 918-591-1918
     Fax No.:  918-591-7918
     Attn: C. Philip Tholen

  2. Kerr-McGee Oil & Gas Onshore LP
     c/o Porter & Hedges, LLP
     1000 Main Street, 36th Floor
     Houston, TX 77002
     Attn: James Matthew Vaugh

  3. Altex Energy Corporation
     4801 Gaillardia Parkway, Suite 325
     Oklahoma City, OK 73142
     Tel. No.: 405-242-6000
     Fax No.:  405-242-6099
     Attn: Thomas C. Lough

  4. New Dominion, LLC
     1307 S. Boulder, #400
     Tulsa, OK 74119
     Tel. No.: 918-587-6242
     Fax No.:  918-587-7120
     Attn: Fred M. Buxton

  5. Special Energy Corporation
     PO Drawer 369
     Stillwater, OK 74076
     Tel. No.: 405-377-1177
     Fax No.:  405-743-1617
     Attn: Jimmie Winfred Eden, Jr.

  6. McCoy Petroleum Corporation
     8080 E. Central Suite 300
     Witchita, KS 67206
     Tel. No.: 316-636-2737
     Fax No.:  316-636-2741
     Attn: William M. Johnson

  7. Williams Production RMT Company
     PO Box 2400, MD 50-4
     Tulsa, OK 74102
     Tel. No.: 918-573-3792
     Fax No.:  918-573-2065
     Attn: Randall L. O'Neal

  8. Pioneer Natural Resources USA, Inc.
     5205 N.O'Connor Blvd., Ste. 200
     Irving, TX 75039
     Tel. No.: 972-969-3800
     Fax No.:  972-969-3575
     Attn: Hershal K. Wolfe

  9. Chesapeake Energy Marketing, Inc.
     6100 N. Western Avenue
     Oklahoma City, OK 73118
     Tel. No.: 405-879-9163
     Fax No.:  405-767-4115
     Attn: James C. Johnson

Pioneer Natural Resources is listed in the Debtors' Chapter 11
petition as one of their largest unsecured trade creditors.  It
holds a trade debt totaling more than $23,206,840 against the
Debtors.

                         About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.  
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SMARTIRE SYSTEMS: To Sell Business and Assets to Bendix
-------------------------------------------------------
SmarTire Systems, Inc. disclosed in a Securities and Exchange
Commission filing that on Oct. 15, 2008, it executed with and
Bendix Commercial Vehicle Systems LLC, a wholly owned subsidiary
of Knorr-Bremse AG, a term sheet.  Under the term sheet, Bendix
may acquire substantially all of the business and assets, and
assume certain of the liabilities of, the company.

The Term Sheet is subject to certain material terms and conditions
prior to completion of the proposed transaction, including
negotiation and completion of a mutually acceptable definitive
sale and purchase agreement; approval of the transaction by the
company's board of directors; and approval of the transaction by
the company's debtholders, including release of all debts and
claims against the company's assets.  The acquisition by the Buyer
is also subject to corporate approvals.

The company expects to apply all, or substantially all, of the
proceeds from the proposed sale against its debt obligations.

The Buyer expects to incorporate the SmarTire business into its
existing electronics business unit.

                     About SmarTire Systems

Headquartered in Richmond, British Columbia, Canada, SmarTire
Systems Inc. (OTC BB: SMTR) -- http://smartire.com/-- develops,
subcontracts its manufacturing, and markets tire pressure
monitoring systems (TPMSs), which monitor tire pressure and tire
temperature in a range of vehicles.  The company sells TPMSs for
trucks, buses, recreational vehicles, passenger cars and
motorcycles.  It has three wholly owned subsidiaries: SmarTire
Technologies Inc., SmarTire USA Inc. and SmarTire Europe Limited.
In Europe, SmarTire is headquartered in Oxfordshire, United
Kingdom.

SmarTire Systems Inc.'s consolidated balance sheet at April 30,
2008, showed US$3,240,386 in total assets, US$38,162,990 in total
liabilities, and US$3,565,585 in preferred shares, resulting in a
US$38,488,189 stockholders' deficit.

                       Going Concern Doubt

BDO Dunwoody LLP, in Vancouver, Canada, expressed substantial
doubt about SmarTire Systems Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended July 31, 2007, and 2006.  The
auditing firm pointed to the company's accumulated deficit and
working capital deficiency.

The company has incurred recurring operating losses and as of
April 30, 2008, had an accumulated deficit of $146,822,824 and a
working capital deficiency of US$33,864,927 of which US$33,739,519
is potentially convertible into shares of common stock of the
company, subject to certain restrictions.


SPEEDWAY MOTORSPORTS: S&P Trims Rating to 'BB'; Removes Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Concord, North Carolina-based Speedway
Motorsports Inc. by one notch; the corporate credit rating was
lowered to 'BB' from 'BB+'.  Concurrently, S&P removed the ratings
from CreditWatch, where they were placed with negative
implications June 18, 2008.  The rating outlook is stable.

"The rating change is based on Speedway Motorsports' more
aggressive financial policy, higher debt leverage, and our
discomfort with the narrowing margin of compliance for the
previous 'BB+' rating," explained Standard & Poor's credit analyst
Andy Liu.

Over the past 12 months, Speedway Motorsports acquired New
Hampshire International Speedway for $340 million in cash and has
agreed to acquire the assets of Kentucky Speedway LLC for
$78 million. When the acquisition of Kentucky Speedway is
completed, which S&P expects before year-end, leverage will rise
to 3.1x -- above of its 3.0x target for a 'BB+' rating.  While
Standard & Poor's believes the acquisition of Kentucky Speedway
will be a positive longer term, it will be a minor drag on
Speedway Motorsports' financial results over the next two years.

Kentucky Speedway's financial results are not likely to improve
until Speedway Motorsports can move one of its existing National
Association of Stock Car Auto Racing Sprint Cup race dates to the
track, which Standard & Poor's believes will not take place until
2010 or 2011 race season.

The rating reflects Speedway Motorsports' concentrated earnings
profile, uncertainty regarding the earnings potential of its
Kentucky Speedway acquisition, and higher debt leverage due to
acquisitions.  The company's good market position in the
motorsports industry, higher barriers to entry, and consistent
operating performance partially offset these factors.  Speedway
Motorsports is the smaller of two major companies that host auto
races sanctioned by NASCAR.  Rival International Speedway Corp. is
controlled by the same family that controls NASCAR.

For the 12 months ended June 30, 2008, Speedway Motorsports' total
debt to EBITDA was 2.9x.  Pro forma for the acquisition of
Kentucky Speedway, total debt to EBITDA was 3.1x, based on
June 30, 2008 reported financials -- above S&P's target for the
'BB+' rating.  Moreover, S&P believes that the company could look
to acquire more race tracks as they come up for sale.  While the
probability of Speedway Motorsports making another acquisition is
low over the near term, another acquisition will certainly
increase debt leverage and further narrow the margin of compliance
with its bank leverage covenant.  For the 12 months ended June 30,
2008, Speedway Motorsports converted 31% of EBITDA into
discretionary cash flow--better than the previous two years, as a
result of lower capital spending.


SPHERIX INC: Nasdaq Waives Delisting Action Until January 16
------------------------------------------------------------
Spherix Incorporated received written notification from Nasdaq
advising the company that, because of the current instability in
the financial markets, Nasdaq has suspended enforcement of the
bid price and market value requirements for continued listing on
its Global Market.  The suspension period will be in effect from
Oct. 16, 2008, through Jan. 16, 2009.  The Nasdaq notice
provides that all companies currently in a bid price or market
value compliance period, as Spherix, will not be subject to
delisting during the suspension period and will be granted an
extended compliance period.

On Oct. 16, 2008, Spherix had 94 calendar days remaining in its
compliance period for its bid price deficiency.  Upon
reinstatement of the rules on Jan. 19, 2008, Spherix will still
have this number of days, or until April 23, 2009, to regain
compliance.  The company can achieve compliance at any time
during either the suspension or the extended compliance period
if the bid price of its common stock closes at $1.00 per share
or more for a minimum of 10 consecutive business days.  If the
company does not regain compliance with this rule by April 23,
2009, Nasdaq will provide notice to the company that its common
stock will be delisted from Nasdaq and the company will have an
opportunity to appeal the determination.

Spherix also disclosed that it will be holding a Special Meeting
of Stockholders on Nov. 17, 2008, to vote on a proposal to
authorize a reverse split of the company's common stock within a
range of 1:5 to 1:20.  If approved, the board of directors
would then be granted the authority to determine, in its
discretion, the actual ratio of the reverse stock split
immediately prior to the effective date of the reverse stock
split, and when and if such reverse stock split would be
implemented.  The board would have the authority to implement
the reverse split at any time within 12 months of the Special
Meeting of Stockholders.

                    About Spherix Incorporated
   
Headquartered in Beltsville, Maryland, Spherix Incorporated
(NASDAQ:SPEX) -- http://www.spherix.com/-- operated through two   
segments: InfoSpherix and BioSpherix prior to Aug. 15, 2007.
BioSpherix develops products for commercial applications, while
InfoSpherix provided contact center information and reservations
services for government and industry.  The company's focus is on
the non-food use of tagatose, which Spherix plans to market under
the name Naturlose.  Its principal efforts have been to explore
whether Naturlose is an effective treatment for Type 2 diabetes.


SPRINT NEXTEL: Names Sven-Christer Nilsson to Board
---------------------------------------------------
Sprint Nextel Corp. disclosed in a Securities and Exchange
Commission filing that it has appointed Sven-Christer Nilsson to
its Board of Directors.

Mr. Nilsson is involved in the development of small companies as
an advisor and board member.  He held various leadership positions
with The Ericsson Group, one of the world's leading
telecommunications equipment companies, from 1982 through
1999, including president and CEO from 1998 to 1999.  

Sprint also disclosed the resignation of Ralph V. Whitworth from
the board.

"Sven-Christer has more than 30 years of experience in the IT and
telecommunications industries and will be a strong addition to our
board," said James Hance, chairman of the board of Sprint Nextel.
"His expertise and counsel will help guide Sprint as it works to
improve performance and profitability."

"I would also like to thank Ralph Whitworth for his contributions
to our board," said Mr. Hance.  "Although only on the board for a
short period of time, Ralph's knowledge of the business, his keen
insight, and his focus on turning around the business were
invaluable. On behalf of the entire company, I want to thank Ralph
for his effort and expertise."

                      About Sprint Nextel
        
Sprint Nextel Corp. -- http://www.sprint.com/-- offers a               
comprehensive range of wireless and wireline communications
services bringing the freedom of mobility to consumers, businesses
and government users.  Sprint Nextel is widely recognized for
developing, engineering and deploying innovative technologies,
including two robust wireless networks serving about 54 million
customers at the end of the fourth quarter 2007; industry-leading
mobile data services; instant national and international walkie-
talkie capabilities; and a global Tier 1 Internet backbone.

                          *     *     *

The Troubled Company Reporter reported on Aug. 13, 2008, that DBRS
assigned the Sprint Nextel Corporation proposed issuance of
$3.0 billion of Cumulative Perpetual Convertible Preferred Shares
a rating of BB.  The trend is negative.


STEVE WOODS: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Steve Woods Printing Company, LLC
        2205 E. University
        Phoenix, AZ 85034

Bankruptcy Case No.: 08-14912

Chapter 11 Petition Date: October 24, 2008

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

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

Total Assets: $0

Total Debts: $2,503,202

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

            http://bankrupt.com/misc/azb08-14912.pdf


STOCKMANS BANK: Weiss Ratings Assigns "Very Weak" E- Rating
-----------------------------------------------------------
Weiss Ratings has assigned its E- rating to Altus, Okla.-based
Stockmans Bank.  Weiss says that the institution currently
demonstrates what it considers to be significant weaknesses and
has also failed some of the basic tests Weiss uses to identify
fiscal stability.  "Even in a favorable economic environment,"
Weiss says, "it is our opinion that depositors or creditors could
incur significant risks."

Sotckmans Bank is not a member of the Federal Reserve.  Stockmans
was established on Jan. 1, 1910, and deposits have been insured by
the Federal Deposit Insurance Corporation since Jan. 1, 1934.  
Stockman's Web site at https://www.stockmansbankok.com/ relates
that the institution has four branches located in Gould, Altus,
Hollis, and Mangum, serves the local community, and provides
working capital for many farmers and ranchers.

At June 30, 2008, Stockmans Bank disclosed $113 million in assets
and $105 million in liabilities in its regulatory filings.


TEKOIL & GAS: Committee May Retain P&H as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
granted the Official Committee of Unsecured Creditors appointed in
Tekoil & Gas Corp. and Tekoil Gas and Gulf Coast, LLC's jointly
administered bankruptcy cases, authority to employ Porter &
Hedges, L.L.P. as its bankruptcy counsel.

As the Official Committee of Unsecured Creditors' bankruptcy
counsel, P&H will:

  a) assist, advise and represent the Committee in its
     consultations regarding the administration of these cases;

  b) assist, advise and represent the Committee in investigating
     the acts, conduct, assets, liabilities and financial
     condition of the Debtors, the operation of the Debtors'
     businesses and the desirability of the continuance of such
     businesses, and any other matters relevant to these cases or
     the formulation of a plan;

  c) assist, advise and represent the Committee in analyzing the
     Debtors' assets and liabilities, investigating the extent and
     validity of liens, cash collateral stipulations and contested
     matters;

  d) assist, advise and represent the Committee with respect to
     the Debtors' potential postpetition financing transactions
     and cash collateral issues;

  e) assist, advise and represent the Committee in participating
     in the negotiation and formulation of a disclosure statement
     and plan of reorganization and to advise those represented by
     the Committee of the Committee's determinations as to any
     plan;

  f) request the appointment of a trustee or examiner as provided
     for under Section 1104 of the Bankruptcy Code;

  g) assist, advise and represent the Committee in any manner
     relevant to preserving and protecting the Debtors' estates
     and the rights of creditors;

  h) assist, advise and represent the Committee regarding the
     evaluation of claims, preferences, fraudulent transfers and
     other actions;

  i) prepare on behalf of the Committee all necessary  
     applications, motions, answers, orders, reports, and other
     legal papers;

  j) appear in Court and protect the interests of the Committee
     before the Court; and

  k) perform all other legal services for the Committee which may
     be necessary and proper in this proceeding.

The Court ordered that P&H will be compensated in accordance with
the procedures set forth in Sections 330 and 331 of the Bankruptcy
Code and such Bankruptcy Rules as may then be applicable from time
to time, and such procedures as may be fixed by order of the
Court.

P&H professionals currently bill:

          Designation                    Low/High
          -----------                    --------
          Partners                       $350/650
          Of Counsel                     $375/400
          Associates/Staff Attorneys     $225/325
          Paralegals/Law Clerks          $135/175

The Court finds that P&H does not hold or represent any interest
adverse to the Debtors or their estates, and that the firm is a
"disinterested person" as that term is defined in Sec. 101(14) of
the Bankruptcy Code.

                        About Tekoil & Gas

Based in Houston, Tekoil & Gas Corporation and its subsidiaries
-- http://www.tekoil.com/-- say they are into acquiring,   
stimulating, rehabilitating and improving the assets of small to
medium sized oil and gas properties in North America.  Tekoil &
Gas owns interests in four oil and gas properties, including the
Trinity Bay, Redfish Reef, Fishers Reef, and North Point Bolivar
fields located in Galveston Bay, Texas.  The company was
incorporated in Florida in 2004.

The company filed for Chapter 11 protection on June 10, 2008
(Bankr. S.D. Tex. Case No. 08-80270).  Edward L. Rothberg, Esq.,
at Weycer Kaplan Pulaski & Zuber, Nancy Lee Ribaudo, Esq., and
Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, represent the
Debtor as counsel.  David Ronald Jones, Esq., John F. Higgins, IV,
Esq., and Joshua Nielson Eppich, Esq., at Porter and Hedges LLP,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtor filed for protection from its creditors,
it listed assets of $10 million to $50 million, and liabilities of
$10 million to $50 million.

Based in Spring, Texas, Tekoil and Gas Gulf Coast, LLC is an
acquisition subsidiary of Tekoil & Gas Corp.  The company filed a
separate petition for Chapter 11 relief on Aug. 29, 2008 (Bankr.
S.D. Tex. Case No. 08-80405).  Patrick J. Neligan, Jr., Esq., at
Neligan Foley LLP represents Tekoil and Gas Gulf Coast as counsel.  
When Gulf Coast filed for protection from its creditors, it listed
assets of $50 million to $100 million, and debts of $10 million to
$50
million.                                                                     
              


TEKOIL & GAS: Gulf Coast Taps William Roberts as Consultant
-----------------------------------------------------------
Tekoil and Gas Gulf Coast, LLC asks the U.S. Bankruptcy Court for
the Southern District of Texas for authority to employ William L.
Roberts as its financial and management consultant, effective
Oct. 1, 2008.

Gulf Coast seeks to retain Mr. Roberts as part of its effort to
reduce operational expenses post-hurricane Ike by outsourcing day-
to-day business operations, as well as to assist the Debtor in
ints restructuring efforts to maximize value of the estate for the
benefit of creditors.  

Specifically, Mr. Roberts will:

  a) acquire, inventory, and validate company contracts for
     bankruptcy reporting and acceptance/rejection;

  b) manage preparation of bankruptcy schedules and amended
     filings;

  c) prepare monthly and quarterly bankruptcy financial reporting
     as required by the U.S. Trustee's office;

  d) assist in preparing documentation and analysis in insurance
     claim process;

  e) assist with analysis and responses in remediation of
     regulatory matters with the Texas General Land Office and the
     Texas Railroad Commission;

  f) assist in preparing company and documentation for bankruptcy
     Section 363 sale process;

  g) manage move of corporate offices to professional offices in
     Dallas, Texas;

  h) assist in the establishment of administrative and internal
     controls to safeguard the company's assets;

  i) assist in establishing physical safeguarding of company's
     files, electronic data, and other valuable assets; and

  j) perform other similar task as requested by the Debtor.

As compensation for his services, Mr. Roberts will be paid an
hourly rate of $175 with a daily cap of $1,500.

William D. Roberts, a certified public accountant in the State of
Texas, assures the Court that he is an independent contractor and
has no unpermitted connection with any known creditor or
interested party, nor does he represent any interest adverse to
the Debtor or its estate, and that he is a "disinterested person"
as that term is defined in Sec. 101(14) of the Bankruptcy Code.

                        About Tekoil & Gas

Based in Houston, Tekoil & Gas Corporation and its subsidiaries
-- http://www.tekoil.com/-- say they are into acquiring,   
stimulating, rehabilitating and improving the assets of small to
medium sized oil and gas properties in North America.  Tekoil &
Gas owns interests in four oil and gas properties, including the
Trinity Bay, Redfish Reef, Fishers Reef, and North Point Bolivar
fields located in Galveston Bay, Texas.  The company was
incorporated in Florida in 2004.

The company filed for Chapter 11 protection on June 10, 2008
(Bankr. S.D. Tex. Case No. 08-80270).  Edward L. Rothberg, Esq.,
at Weycer Kaplan Pulaski & Zuber, Nancy Lee Ribaudo, Esq., and
Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, represent the
Debtor as counsel.  David Ronald Jones, Esq., John F. Higgins, IV,
Esq., and Joshua Nielson Eppich, Esq., at Porter and Hedges LLP,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtor filed for protection from its creditors,
it listed assets of $10 million to $50 million, and liabilities of
$10 million to $50 million.

Based in Spring, Texas, Tekoil and Gas Gulf Coast, LLC is an
acquisition subsidiary of Tekoil & Gas Corp.  The company filed a
separate petition for Chapter 11 relief on Aug. 29, 2008 (Bankr.
S.D. Tex. Case No. 08-80405).  Patrick J. Neligan, Jr., Esq., at
Neligan Foley LLP represents Tekoil and Gas Gulf Coast as counsel.  
When Gulf Coast filed for protection from its creditors, it listed
assets of $50 million to $100 million, and debts of $10 million to
$50
million.                                                                     
              


TEKOIL & GAS: Gulf Coast Taps Neligan Foley as Bankruptcy Counsel
-----------------------------------------------------------------
Tekoil and Gas Gulf Coast, LLC asks the U.S. Bankruptcy Court for
the Southern District of Texas for authority to employ Neligan
Foley LLP as its counsel, nunc pro tunc to Aug. 29, 2008.

The Court approved the employment of Neligan Foley, LLP as counsel
for Tekoil & Gas Corp. on Sept. 19, 2008.

As Gulf Coast's counsel, Neligan Foley will:

  a) advise the Debtor's management, officers and members on
     issues involving operations, potential sales of assets, and
     possible financing options as well as negotiate documents,
     prepare pleadings, and represent the Debtor at hearings
     related to those matters;

  b) take all necessary actions to protect and preserve the
     Debtor's estate, including prosecuting litigation on the
     Debtor's behalf, investigating litigation on behalf of the
     Debtor and claims of the Debtor, defending the Debtor, if
     necessary, in any actions, litigations, hearings or motions
     commenced against the Debtor, negotiating disputes in which
     the Debtor is involved, and preparing objections to claims
     filed against the estate;

  d) prepare on behalf of the Debtor all necessary motions,
     applications, answers, pleadings, orders, reports, and papers
     in connection with the administration of the estate or in
     furtherance of the Debtor's business operations, or as
     required to preserve the assets of the Debtor, and as
     otherwise requested by the Debtor's management;

  e) negotiate and draft documents relating to debtor-in-
     possession financing and use of cash collateral as well as
     attend any hearings on such matters, prepare discovery and
     respond to discovery served on the Debtor, respond to
     creditor inquiries and information requests, assist with
     preparation of Schedules, Statement of Affairs, Monthly
     Operating Reports, attendance at the 341 meeting and
     representation at meetings with creditors as well as the
     Committee.

  f) draft, negotiate, and prosecute on behalf of the Debtor a
     plan or plans of reorganization, the related disclosure
     statements, any revisions, amendments, and supplements
     relating to the foregoing documents, and all related
     materials;

  g) perform all other necessary legal services in connection with
     this Chapter 11 case and any other bankruptcy-related
     representation that the Debtor requires; and

  h) handle all litigation, discovery, and other matters for the
     Debtor arising in connection with this Chapter 11 case.

Gulf Coast tells the Court that it has paid a total of $82,002.91
to Neligan Foley, consisting of $1,816.41 in expenses and
$80,186.50 in fees.  Neligan Foley currently has a Retainer of
$47,997.09 which is held in a Neligan Foley client trust account.  
If, at the conclusion of the Debtor's case, Neligan Foley's fees
and expenses are ultimately approved in an aggregate amount less
that the amount of the Retainer, Neligan Foley will return any
remaining portion of the Retainer.

To the best of the Debtor's knowledge, Neligan Foley has no
interest adverse to Gulf Coast, and that that the firm is a
"disinterested person" as that term is defined in Sec. 101(14) of
the Bankruptcy Code.

Subject to the Court's approval, Neligan Foley will charge for its
legal services on an hourly basis in accordance with its ordinary
and customary hourly rates in effect on the date services are
rendered.  Neligan Foley professionals who will have primary
responsibility for providing services and their hourly rates are:

     Professional                              Hourly Rate
     ------------                              -----------
     Patrick J. Neligan, Jr., Esq. partner        $485     
     Nick Foley, Esq., partner                    $450
     Nancy L. Ribaudo, Esq., associate            $200
     Katherine Gradick, paralegal                 $150

                        About Tekoil & Gas

Based in Houston, Tekoil & Gas Corporation and its subsidiaries
-- http://www.tekoil.com/-- say they are into acquiring,   
stimulating, rehabilitating and improving the assets of small to
medium sized oil and gas properties in North America.  Tekoil &
Gas owns interests in four oil and gas properties, including the
Trinity Bay, Redfish Reef, Fishers Reef, and North Point Bolivar
fields located in Galveston Bay, Texas.  The company was
incorporated in Florida in 2004.

The company filed for Chapter 11 protection on June 10, 2008
(Bankr. S.D. Tex. Case No. 08-80270).  Edward L. Rothberg, Esq.,
at Weycer Kaplan Pulaski & Zuber, Nancy Lee Ribaudo, Esq., and
Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, represent the
Debtor as counsel.  David Ronald Jones, Esq., John F. Higgins, IV,
Esq., and Joshua Nielson Eppich, Esq., at Porter and Hedges LLP,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtor filed for protection from its creditors,
it listed assets of $10 million to $50 million, and liabilities of
$10 million to $50 million.

Based in Spring, Texas, Tekoil and Gas Gulf Coast, LLC is an
acquisition subsidiary of Tekoil & Gas Corp.  The company filed a
separate petition for Chapter 11 relief on Aug. 29, 2008 (Bankr.
S.D. Tex. Case No. 08-80405).  When Gulf Coast filed for
protection from its creditors, it listed assets of $50 million to
$100 million, and debts of $10 million to $50 million.


TEKOIL & GAS: U.S. Trustee Appoints Five-Member Creditors Panel
---------------------------------------------------------------
Charles F. McVay, the U.S. Trustee for Region 7, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors in Tekoil & Gas Corp., and Tekoil and Oil Gulf Coast,
LLC's jointly administered Chapter 11 cases.

The Creditors Committee members are:

     a) Geophysical Pursuit Inc.
        Attn: Jeff Springmeyer
        3501 Allen Parkway
        Houston, TX 77019
        Tel: (713) 529-3000
        Fax: (713) 529-5805
         
     b) Fusion Petroleum Technologies Inc.
        Attn: Treveor J. Parkes
        8665 New Trails Drive, Suite 125
        The Woodlands, TX 77381-4278
        Tel: (281) 363-8530
        Fax: (281) 363-4657

     c) Creel & Associates, Inc.
        Attn: Harry L. Price
        1400 Broadfield Boulevard, Suite 250
        Houston, TX 77084-4111
        Tel: (281) 752-4400
        Fax: (281) 589-6003

     d) Baker & Hostetler, LLP
        Attn: Pamela Gale Johnson
              Laura Lawton Gee
        1000 Louisiana, Suite 2000
        Houston, TX 77002
        Tel: (713) 646-1324
        Fax: (713) 751-1717
                              
     e) Longfellow Energy, LP
        Attn: Matthew McCann, General Counsel
        4801 Gaillardia Parkway, Suite 225
        Oklahoma City, OK 73142
        Tel: (405) 286-6324 ext 1036
        Fax: (405) 286-6399

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtor's expense.  They may investigate the Debtor's business
and financial affairs.  Importantly, official committees serve
as fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual Chapter 11 plan -- almost always subject
to the terms of strict confidentiality agreements with the
Debtors and other core parties-in-interest.  If negotiations
break down, the Committee may ask the Bankruptcy Court to
replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtor is impossible,
the Committee will urge the Bankruptcy Court to convert the
Chapter 11 cases to a liquidation proceeding.

                        About Tekoil & Gas

Based in Houston, Tekoil & Gas Corporation and its subsidiaries
-- http://www.tekoil.com/-- say they are into acquiring,   
stimulating, rehabilitating and improving the assets of small to
medium sized oil and gas properties in North America.  Tekoil &
Gas owns interests in four oil and gas properties, including the
Trinity Bay, Redfish Reef, Fishers Reef, and North Point Bolivar
fields located in Galveston Bay, Texas.  The company was
incorporated in Florida in 2004.

The company filed for Chapter 11 protection on June 10, 2008
(Bankr. S.D. Tex. Case No. 08-80270).  Edward L. Rothberg, Esq.,
at Weycer Kaplan Pulaski & Zuber, Nancy Lee Ribaudo, Esq., and
Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, represent the
Debtor as counsel.  David Ronald Jones, Esq., John F. Higgins, IV,
Esq., and Joshua Nielson Eppich, Esq., at Porter and Hedges LLP,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtor filed for protection from its creditors,
it listed assets of $10 million to $50 million, and liabilities of
$10 million to $50 million.

Based in Spring, Texas, Tekoil and Gas Gulf Coast, LLC is an
acquisition subsidiary of Tekoil & Gas Corp.  The company filed a
separate petition for Chapter 11 relief on Aug. 29, 2008 (Bankr.
S.D. Tex. Case No. 08-80405).  Patrick J. Neligan, Jr., Esq., at
Neligan Foley LLP represents Tekoil and Gas Gulf Coast as counsel.  
When Gulf Coast filed for protection from its creditors, it listed
assets of $50 million to $100 million, and debts of $10 million to
$50
million.                                                                     
              


TEKOIL & GAS: Court Extends Plan Filing Period to December 29
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
extended Tekoil & Gas Corp.'s exclusive periods to:

  a) file a plan to Dec. 29, 2008;

  b) solicit acceptances of the plan to Feb. 25, 2009.

As reported in the Troubled Company Reporter on Oct. 3, 2008,
Tekoil & Gas Corp. told the Court that the Dec. 29, 2008 deadline
to file a plan coincides with the exclusivity period for Tekoil
and Gas Gulf Coast, which filed for Chapter 11 reorganization on
Aug. 29, 2008.  The Debtor said it owns a 75% limited liability
company membership interest in Gulf Coast and is the guarantor of
Gulf Coast's prepetition credit facilities with J. Aron and
Company and other lenders.  

The Court approved on Oct. 3, 2008, Tekoil & Gas, and Gulf Coast's
request for the joint administration of their cases.  

                        About Tekoil & Gas

Based in Houston, Tekoil & Gas Corporation and its subsidiaries
-- http://www.tekoil.com/-- say they are into acquiring,   
stimulating, rehabilitating and improving the assets of small to
medium sized oil and gas properties in North America.  Tekoil &
Gas owns interests in four oil and gas properties, including the
Trinity Bay, Redfish Reef, Fishers Reef, and North Point Bolivar
fields located in Galveston Bay, Texas.  The company was
incorporated in Florida in 2004.

The company filed for Chapter 11 protection on June 10, 2008
(Bankr. S.D. Tex. Case No. 08-80270).  Edward L. Rothberg, Esq.,
at Weycer Kaplan Pulaski & Zuber, Nancy Lee Ribaudo, Esq., and
Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, represent the
Debtor as counsel.  David Ronald Jones, Esq., John F. Higgins, IV,
Esq., and Joshua Nielson Eppich, Esq., at Porter and Hedges LLP,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtor filed for protection from its creditors,
it listed assets of $10 million to $50 million, and liabilities of
$10 million to $50 million.

Based in Spring, Texas, Tekoil and Gas Gulf Coast, LLC is an
acquisition subsidiary of Tekoil & Gas Corp.  The company filed a
separate petition for Chapter 11 relief on Aug. 29, 2008 (Bankr.
S.D. Tex. Case No. 08-80405).  Patrick J. Neligan, Jr., Esq., at
Neligan Foley LLP represents Tekoil and Gas Gulf Coast as counsel.  
When Gulf Coast filed for protection from its creditors, it listed
assets of $50 million to $100 million, and debts of $10 million to
$50
million.                                                                     
              


VAIL PLAZA: Files For Chapter 11 Bankruptcy in Colorado
-------------------------------------------------------
Erik Larson of Bloomberg News reports that Vail Plaza Development
filed a voluntary petition under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
District of Colorado.

The Chapter 11 filing came after a lender commenced foreclosure
proceedings, the report says.

The company listed $138,704,342 in total assets and $39,660,347 in
total liabilities in its filing.  The company owes $1,561,132 to
its unsecured creditors including Ballard Spahr Andrew & Ingersoll
LLP owing $425,063, Slifer Designs Inc. owing $386,485, and Zehren
& Associates Inc. owing $379,750.

Harvey Sender, Esq., at Sender & Wasserman P.C. in Denver,
Colorado, represents the Company.

Bloomberg, citing papers filed with the Court, notes that Capmark
Financial Group Inc.'s unit hold as much as $38.2 million in
claims against the company.  The lender sued the company in Eagle
County in Colorado, holds a lien on a property worth $60,700,000,
the report says.

Vail Plaza Mezzanine LLC, an affiliate of the company, also filed
for bankruptcy.  It listed $60,761,186 in total assets, and
$38,282,808 in total liabilities.

Headquartered in Vail, Colorado, Vail Plaza Development operates a
hotel.  On the Web: http://www.vailplazaclub.com/


VAIL PLAZA: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Vail Plaza Development, LLC
        16 Vail Road
        Vail, CO 81657

Bankruptcy Case No.: 08-26920

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Vail Plaza Mezzanine, LLC                          08-26924

Type of Business: The Debtors operates a hotel.
                  See: http://www.vailplazaclub.com/

Chapter 11 Petition Date: October 27, 2008

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Harvey Sender, Esq.
                  Sendertrustee@sendwass.com
                  Sender & Wasserman, P.C.
                  1660 Lincoln St., Ste. 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                       
                       Total Assets   Total Debts
                       ------------   -----------

Vail Plaza Development $138,704,342   $39,660,347
  
Vail Plaza Mezzanine   $60,761,186    $38,282,808

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Ballard Spahr Andrew &         trade debt        $425,063
Ingersoll, LLP
1225 17th Street, Suite 2300
Denver, CO 80202-5596
Tel: (303) 292-2400

Slifer Designs Inc.            trade debt        $386,485
50 Marmot Lane
Eagle, CO 81631
Tel: (970) 926-8200

Zehren & Associates Inc.       trade debt        $379,750
48 E. Beaver Creek Blvd.
Avon, CO 80301-2600
Tel: (970) 949-0257

ARC Integrated Program         trade debt        $167,077
Management

McBoyd Builders Inc.           trade debt        $81,305

Faegre & Benson LLP            trade debt        $39,119

Marotta Gund Budd & Dzera      trade debt        $22,741
LLC

Daymer Corporation             trade debt        $17,286

Novosad Lyle & Associates      trade debt        $12,676
PC

Thompson Welding LLC           trade debt        $12,316

Shaw Construction              trade debt        $6,132

Barracuda Networks Inc.        trade debt        $4,801

RE/COR Inc.                    trade debt        $2,115

Village Inn Plaza Condo        trade debt        $1,759
Association

Hospitality Trends Inc.        trade debt        $1,297

Synthetic Sidings Inc.         trade debt        $800

Home Depot                     trade debt        $396

MSC Industrial Supply          trade debt        $14


VOLTARC TECHNOLOGIES: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Voltarc Technologies, Inc.
        400 Captain Neville Drive
        Waterbury, CT 06705

Bankruptcy Case No.: 08-33493

Type of Business: The Debtor make light products.
                  See: http://www.voltarc.com/

Chapter 11 Petition Date: October 27, 2008

Court: District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: James M. Nugent, Esq.
                  jmn@quidproquo.com
                  Harlow, Adams, and Friedman
                  300 Bic Drive
                  Milford, CT 06460
                  Tel: (203) 878-0661

Estimated Assets: Less than $50,000

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/ctb08-33493.pdf


VONAGE HOLDINGS: Amends Conditions to Notes Purchase Offer
----------------------------------------------------------
Vonage Holdings Corp. has amended the conditions to its offer to
purchase for cash any and all of its outstanding 5% Senior
Unsecured Convertible Notes due 2010.

As amended, the offer is subject to the satisfaction of certain
conditions, including:

   -- $185,000,000 minimum principal amount of Notes being validly
      tendered and not properly withdrawn;

   -- the receipt by Vonage of the proceeds from

     (1) a $130.3 million senior secured first lien credit
         facility,

     (2) a $72.0 million senior secured second lien credit
         facility; and

     (3) the sale of $18.0 million of Vonage's 20% senior secured
         third lien notes due 2015; and

   --- the satisfaction of the other conditions to the offer.

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband                 
telephone services with nearly 2.6 million subscriber lines.  The
company's Residential Premium Unlimited and Small Business  
Unlimited calling plans offer consumers unlimited local and long
distance calling, and features like call waiting, call forwarding
and voicemail  for a flat monthly rate.  Vonage's service is sold
on the web and through national retailers including Best Buy,
Circuit City, Wal-Mart Stores Inc. and Target and is available to
customers in the U.S., Canada and the United Kingdom.

                        Going Concern Doubt

BDO Seidman, LLP, in Woodbridge, New Jersey, raised substantial
doubt as to Vonage Holdings Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.

Vonage Holdings's balance sheet at June 30, 2008, showed
$466.1 million in total assets and $551.9 million in total
liabilities, resulting in an $85.8 million stockholders' deficit.


W.R. GRACE: Addresses Various Objections to Disclosure Statement
----------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, Bank of
America, N.A., and certain bank lenders, and insurance companies,
among others, asked the United States Bankruptcy Court for the
District of Delaware to deny approval, or, in the alternative,
direct W.R. Grace & Co., et al. to modify, the Disclosure
Statement explaining the Joint Plan of Reorganization.

The Debtors point out that the Disclosure Statement Objections
generally fall into four categories:

  (a) objections concerning the adequacy of the Disclosure
      Statement;

  (b) objections raising substantive confirmation issues;

  (c) insurance-related objections covering both disclosure and
      confirmation issues; and

  (d) objections to the Debtors' proposed Voting Procedures.

The Debtors have prepared a tabulation of the Disclosure
Statement Objections and their response to each of those
objections, a copy of which is available for free at:

                http://ResearchArchives.com/t/s?3443

The Debtors ask the Court to overrule Objections pertaining to
the confirmation of the Plan as the hearing on the Disclosure
Statement is not the proper venue to hear any confirmation issue.
More importantly, the Debtors ask the Court to overrule the
objections questioning the adequacy of the Disclosure Statement
pursuant to Section 11125 of the Bankruptcy Code.

The Debtors indicated changes to the Plan that the Plan
Proponents are considering making to address certain confirmation
issues.  Included in those considerations are amendments to
address the objections to the treatment of Class 9 General
Unsecured Claims are unimpaired under the Plan.

David M. Bernick, P.C., Esq., at Kirkland & Ellis LLP, in New
York, argues that issues relating to impairment, absolute
priority rule, third party releases, and classification and
treatment of certain Asbestos PI Claims do not render the Plan
"patently unconfirmable."

Mr. Bernick attests that Class 9 General Unsecured Creditors are
properly treated under the Plan as unimpaired claims.  The Plan
Proponents are considering procedures in line with the Official
Committee of Unsecured Creditors' request wherein general
unsecured creditors may seek a postpetition interest other than
what is in the Plan, he tells the Court.  The Plan, however, will
explicitly permit the Court to award no postpetition interest to
any creditor who seeks to request additional postpetition
interest.  Moreover, the Plan will provide that any litigation to
determine claims for a different interest rate that occurs after
the Effective Date will be conducted as claim allowance
litigation, subject to the Bankruptcy Code.

As to Asbestos PI Claims, Mr. Bernick points out that the Plan's
classification and treatment of indirect PI Trust Claims are
consistent with Sections 524(g) and 1122 as the Indirect PI Trust
Claims relate to the Debtors' asbestos liability.  Thus, he
maintains the Plan's classification of claims as Class 6 Asbestos
PI Claims is only just and equitable.  He further maintains that
the Debtors' treatment of Indirect PI Trust Claims is far from
unique as the Court has approved Chapter 11 plans of asbestos
companies who adhere to the same treatment of claims.

Other than the insurance companies' "disguised" Plan objections,
the Debtors believe that there is no need for the Disclosure
Statement to touch on the subject of the insurers' right to
discovery since neither the Plan nor the Disclosure Statement
restricts any of the insurance companies' rights and the
insurance neutrality provision has been clear all along.  Thus,
the Debtors intend to add a language on the Plan mentioning
contentions of these insurance companies and the Debtors'
argument on these issues.

Mr. Bernick reiterates that the Plan has resulted from extensive
negotiations throughout the entire case.  The settlement with the
Official Committee of Asbestos Personal Injury Claimants and the
Asbestos PI Future Claims Representative was reached in the midst
of hotly contested estimation proceedings concerning the value of
the Debtors' PI liabilities.

"There is absolutely no basis for any conclusion other than that
the settlement made under such circumstances was reached in good
faith and that the Plan incorporating it has been proposed in
good faith," Mr. Bernick asserts.

Mr. Bernick tells the Court that the Debtors intend to file the
remaining exhibits to the Plan before the conclusion of the
Disclosure Statement hearing.

              Other Disclosure Statement Objections

Arrowood Indemnity Company joins in Maryland Casualty Company's
objection to the Disclosure Statement.  Maryland and Arrowood
previously filed Disclosure Statement objections on Oct. 17, 2008.

Maryland Casualty objects to the proposed language set forth in
each objection filed by Libby Claimants, BNSF Railway Company and
The Scotts Company.  Maryland stresses that it was neither
directly or indirectly "responsible for failing to protect the
workers and Libby from Grace's asbestos."  In the same way that
BNSF and Scotts Company have no rights to coverage under any
insurance policies issued by Maryland to the Debtors.  Maryland
adds that the parties' rights, if any, are subject to settlement
agreements between the Debtors and Maryland.

Maryland joins in the Libby Claimants' Objections for reasons
that:

  (i) the Debtors' proposed filing of the Plan Supplement after
      the Plan objection and voting deadlines have passed; and

(ii) the Debt filing of or amendment to any Plan-related
      documents after the Disclosure Statement without Court
      approval of these documents under Section 1125.

                          About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.  
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee
of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on Jan. 14, 2008.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.
As of November 30, 2007, W.R. Grace's balance sheet showed total
assets of $3,335,000,000, and total debts of $3,712,000,000.

(W.R. Grace Bankruptcy News, Issue No. 169; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Wants Sale of San Leandro, California Asset Approved
----------------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware to approve of a
purchase and sale agreement they entered into with ALCO Iron &
Metal Co., for the sale of their property located at San Leandro,
California.

The Debtors own an operating facility in San Leandro, California
that includes buildings, structures, improvements and certain
personal property for their solvent-based can sealant plant.  The
Debtors intend to consolidate their Engineering Materials and
Darex operations and will not need the Property anymore.

Pursuant to the PSA, ALCO will purchase the Property for
$6,500,000 and will close the sale of the Property by the end of
2008, in time for the transfer of the sealant plant.  ALCO will
also conduct an investigation on the Property within a 45-day
period expiring on Nov. 3, 2008, and may terminate the
Agreement for cause on or before Nov. 3, 2008.

The Debtors will furnish Phase I and Phase II reports to ALCO and
either of the parties may end the Agreement before 14 days
following ALCO's receipt of the Reports.  The Debtors will
undertake postclosing legal actions, if required, to remediate
environmental conditions determined by Phase II assessment.
ALCO, however, agreed not to conduct any other subsurface
environmental site investigation.

ALCO will enter into a lease back to the Debtor at $.10 per
square foot per month of the portion of the Property in which
their construction products tanks currently sit for an initial
term of one year from closing with two one-year renewal options.
The Debtors will pay 4.5% of $6,500,000 to Lawrence C. Jones,
Jr., of Cushman & Wakefield, Alco's broker, during closing.

The Debtors tell the Court that they seek to eliminate accrual of
carrying costs should the Property remain idle after the Sealant
Plan is shut down.  The purchase price, the Debtors point out,
exceed the fair market value of the Property and would be
beneficial to their estates.

                          About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.  
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee
of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on January 14, 2008.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.
As of November 30, 2007, W.R. Grace's balance sheet showed total
assets of $3,335,000,000, and total debts of $3,712,000,000.

(W.R. Grace Bankruptcy News, Issue No. 169; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Reports Results for 3rd Quarter ended September 30
---------------------------------------------------------------
W. R. Grace & Co. reported its financial results for the third
quarter ended Sept. 30, 2008.  Highlights are:

   * Sales for the third quarter were $889.4 million compared
     with $783.1 million in the prior year quarter, a 13.6%
     increase (9.0% before the effects of currency
     translation).  The sales increase was attributable
     primarily to higher selling prices in response to rising
     raw materials costs in both operating segments and
     favorable currency translation.  Price increases yielded
     approximately $50 million in the third quarter, increasing
     sales by 6.4% over the prior year quarter.  Sales were up
     13.4% in North America, 4.4% in Europe Africa, 36.1% in
     Asia Pacific and 18.8% in Latin America.

   * Net income for the third quarter was $28.3 million, or
     $0.39 per diluted share, compared with net income of $19.1
     million, or $0.27 per diluted share, in the prior year
     quarter.  The 2008 and 2007 results were negatively
     affected by Chapter 11 expenses, litigation and other
     matters not related to core operations. Excluding Chapter
     11 expenses, the loss on noncore activities, and their tax
     effects, net income would have been $46.9 million for the
     third quarter of 2008 compared with $40.5 million
     calculated on the same basis for the prior year
     quarter, a 15.8% increase.

   * Pre-tax income from core operations was $82.4 million in
     the third quarter compared with $78.0 million in the prior
     year quarter, a 5.6% increase.  Inflation on raw materials
     and energy costs totaled approximately $50 million in the
     third quarter, increasing costs approximately 18% when
     compared with the prior year quarter.

   * Sales for the nine months ended Sept. 30, 2008, were
     $2,548.6 million compared with $2,311.5 million for the
     comparable prior year period, a 10.3% increase (5.1%
     before the effects of currency translation).  Net income
     for the nine months ended Sept. 30, 2008, was
     $78.1 million, or $1.07 per diluted share, compared with
     $51.6 million, or $0.72 per diluted share for the comparable
     prior year period.  Excluding Chapter 11 expenses, the
     loss on noncore activities, and their tax effects, net
     income would have been $142.4 million for the nine months
     ended Sept. 30, 2008, compared with $123.8 million
     calculated on the same basis for the comparable prior year
     period, a 15.0% increase.  Pre-tax income from core
     operations was $252.3 million for the nine months ended
     Sept. 30, 2008, up 4.1% from the comparable prior year
     period.  Price increases totaled approximately $100 million
     in the nine months ended Sept. 30, 2008, increasing sales
     approximately 4.3% when compared with the comparable prior
     year period.  Inflation on raw materials and energy costs
     totaled approximately $110 million in the nine months ended
     Sept. 30,  2008, increasing costs approximately 13% when
     compared with the comparable prior year period.

   * During the third quarter of 2008, Grace changed its
     accounting policy for inventories in the U.S. from LIFO to
     FIFO in order to provide a consistent, global inventory
     accounting standard.  Grace has applied the change
     retrospectively and restated all periods presented in this
     press release.

"We delivered good results in a tough economic environment,"
said Fred Festa, Grace's chairman, president and chief executive
officer.  "We have made significant progress improving prices in
response to unprecedented increases in raw material costs.  We
are focused on executing our strategic plans and expect our
diverse business and geographic position, and our integrated
operating company approach, to enable us to continue delivering
value to our customers in a period of increased volatility."

                       Core Operations

                        Grace Davison

Third quarter sales for the Grace Davison operating segment,
which includes specialty catalysts and materials used in a wide
range of industrial applications, were $579.7 million, up 17.9%
from the prior year quarter.  Sales of this operating segment are
reported by product group as follows:

   * Refining Technologies sales of catalysts and chemical
     additives used by petroleum refineries were $305.3 million
     in the third quarter, up 33.4% from the prior year
     quarter.  Third quarter sales in the product group were
     favorably affected by strong order patterns for
     hydroprocessing catalysts, price increases in fluid
     cracking and hydroprocessing catalysts, and by favorable
     foreign currency translation.

   * Materials Technologies sales of engineered materials,
     coatings and sealants used in numerous industrial,
     consumer and packaging applications were $183.4 million in
     the third quarter, up 8.1% from the prior year quarter.
     Third quarter sales in the product group were favorably
     affected by foreign currency translation and pricing
     actions taken to offset inflation.  Volumes in this
     product group were down from the prior year quarter due to
     lower customer demand, primarily in Europe.

   * Specialty Technologies sales of highly specialized
     catalysts and materials used in unique or proprietary
     applications and markets were $91.0 million in the third
     quarter, down 2.2% from the prior year quarter and up 1.2%
     after excluding prior year sales of a product line
     divested in 2007.  Sales in the product group were
     unfavorably affected by Hurricane Ike, and by lower demand
     in Europe, the Middle East, and Asia.

Pre-tax operating income of Grace Davison for the third quarter
was $62.2 million compared with $60.9 million in the prior year
quarter, a 2.1% increase.  Pricing actions initiated early in
the quarter across all product groups began yielding significant
benefits by the end of the quarter.  However, pre-tax operating
income for the third quarter was negatively affected by continued
high raw material cost inflation, lost sales and higher
production costs due to Hurricanes Gustav and Ike, and isolated
product-specific operational issues which were resolved in the
quarter.  Operating margin was 10.7% compared with 12.4% in the
prior year quarter.

Sales of the Grace Davison operating segment for the nine
months ended Sept. 30, 2008, were $1,661.6 million, up 12.0%
over the comparable prior year period.  Pre-tax operating income
for the nine months ended Sept. 30, 2008 was $209.8 million,
a 5.4% increase over the comparable prior year period, with
operating margins at 12.6%, for the nine months ended Sept. 30,
2008 compared with 13.4% for the comparable prior year period.  
Year-to-date operating results reflect continuing inflationary
pressures.

                   Grace Construction Products

Third quarter sales for the Grace Construction Products
operating segment, which includes specialty chemicals and
building materials used in commercial, infrastructure and
residential construction, were $309.7 million, up 6.2% from the
prior year quarter. Sales in the third quarter were favorably
affected by higher selling prices in all major geographic regions
and product lines and by foreign currency translation.  Sales of
this operating segment are reported by geographic region as:

   * Americas -- sales of products to customers in North,
     Central and South America were $164.4 million in the third
     quarter, up 6.1% from the prior year quarter.  Third
     quarter sales of Grace Construction Products in the U.S.
     were up 1.6% over the prior year period. Lower sales of
     concrete and cement additives were more than offset by
     sales of waterproofing products and the impact of pricing
     actions across all product lines in the U.S.  The U.S.
     commercial construction market slowed during the third
     quarter.

   * Europe -- sales of products to customers in Eastern and
     Western Europe, the Middle East, Africa and India were
     $106.1 million in the third quarter, up 7.0% from the
     prior year quarter.  Growth in the Middle East and Eastern
     Europe was offset by weakness in Western Europe, where
     housing market corrections as well as softness in
     commercial construction unfavorably affected third quarter
     sales.

   * Asia -- sales of products to customers in Asia (excluding
     India), Pacific Rim countries, Australia and New Zealand
     were $39.2 million in the third quarter, up 4.5% from the
     prior year quarter.

Pre-tax operating income of Grace Construction Products for
the third quarter was $44.9 million compared with $44.3 million
for the prior year quarter, a 1.4% increase.  Price increases and
productivity gains offset the impact of higher raw material costs
and decreased volumes.  Operating margin in third quarter was
14.5%, compared with 15.2% in the prior year quarter.

Sales of the Grace Construction Products operating segment
for the nine months ended Sept. 30, 2008 were $887.0 million,
up 7.1% over the comparable prior year period.  Pre-tax operating
income for the nine months ended Sept. 30, 2008 was $114.9 million
compared with $117.8 million for the comparable prior year period,
a 2.5% decrease, reflecting continued weakness in the U.S.
construction market, raw material cost inflation, and second
quarter severance costs. Operating margin of 13.0% for the nine
months ended Sept. 30, 2008 was down 1.2 percentage points
compared with the comparable prior year period.

                  Corporate Operating Costs

Corporate costs related to core operations were $24.7 million in
the third quarter of 2008 compared with $27.2 million in the
prior year quarter, a decrease of 9.2%, primarily due to lower
expenses for pensions and other employment-related costs.  Year-
to-date corporate costs related to core operations were
$72.4 million compared with $74.5 million in the first nine months
of 2007, a decrease of 2.8%.

         Pre-Tax Income (Loss) From Noncore Activities

Noncore activities (as reflected in the attached Segment
Basis Analysis) include events and transactions not directly
related to the generation of operating revenue or the support of
core operations.  The pre-tax loss from noncore activities was
$33.9 million in the third quarter of 2008 compared with a loss
of $13.3 million in the prior year quarter, and $47.2 million
year-to-date 2008 compared with $39.5 million in the first nine
months of 2007.  The higher year-to-date loss is principally due
to changes in foreign currency translation on intercompany loans
net of hedge contract gains as well as higher legal costs related
to the noncore matters.

                    Interest and Income Taxes

Interest expense was $13.1 million for the quarter ended
Sept. 30, 2008, compared with $17.3 million for the
comparable period in 2007, and $42.8 million year-to-date in 2008
compared with $57.1 million in the first nine months of last
year.  The change in interest expense is attributable to
reductions in the prime rate and reduced interest accruals for
certain pre-petition environmental obligations.  The annualized
weighted average interest rate on pre-petition obligations for
the quarter was 4.7%.

Income taxes are recorded at a global effective rate of
approximately 33% before considering the effects of certain non-
deductible Chapter 11 expenses, changes in uncertain tax
positions and other discrete adjustments.  Income taxes related
to foreign jurisdictions are generally paid in cash, while Grace
expects taxable income in the United States will be offset by
available tax deductions.

                     Chapter 11 Proceedings

On April 2, 2001, Grace and 61 of its United States subsidiaries
and affiliates, including its primary U.S. operating subsidiary W.
R. Grace & Co. Conn., filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court") in order to resolve Grace's asbestos-related
liabilities.

On Sept. 19, 2008, Grace filed a Joint Plan of Reorganization as
well as several associated documents, including a disclosure
statement, with the Bankruptcy Court.  The Official Committee of
Asbestos Personal Injury Claimants, the Representative for Future
Asbestos Personal Injury Claimants, and the Official Committee of
Equity Security Holders are co-proponents of the Plan.  The Plan
supersedes the plans of reorganization previously filed by Grace
and the PI Committee and the PI FCR.  The committee representing
general unsecured creditors and the Official Committee of Asbestos
Property Damage Claimants are not co-proponents of the Plan.  The
Plan is consistent with the terms of the previously announced
asbestos personal injury settlement and requires the establishment
of two asbestos trusts under Section 524(g) of the United States
Bankruptcy Code to which all present and future asbestos-related
claims would be channeled. Bankruptcy Court approval of the
disclosure statement is required before votes on the Plan can be
solicited.  A hearing on the disclosure statement is scheduled to
begin on Oct. 27, 2008, and a confirmation hearing is currently
scheduled to begin on March 9, 2009.  The Plan is subject to the
satisfaction of a number of conditions, including the availability
of exit financing and the approval of both the Bankruptcy Court
and United States District Court for the District of Delaware.

Most of Grace's noncore liabilities and contingencies (including
asbestos-related litigation, environmental claims and other
obligations) are subject to compromise under the Chapter 11
process.  Grace has not revised its accounting to reflect the PI
Settlement or the filing of the Plan.  The resolution of Grace's
asbestos-related liabilities and other unresolved claims under
the Plan would result in allowable claims that differ from
amounts recorded as part of liabilities subject to compromise as
of Sept. 30, 2008.  Grace expects to adjust its recorded
asbestos-related liability as material conditions to the Plan are
satisfied.  Such adjustments may be material to Grace's
consolidated financial position and results of operations.

Expenses related to Grace's Chapter 11 proceedings, net of
filing entity interest income, were $12.0 million in the third
quarter compared with $21.3 million in the prior year quarter.

                     Cash Flow and Liquidity

Grace's net cash used for operating activities for the nine months
ended Sept. 30, 2008 was $182.0 million compared with net cash
provided by operating activities of $65.8 million for the prior
year period.  The change in net cash flow from operating
activities was primarily attributable to a payment of $250 million
related to the previously announced settlement of environmental
claims relating to Grace's former operations in Libby, Montana.  
Net cash used for investing activities was $23.9 million for the
nine months ended Sept. 30, 2008.

At Sept. 30, 2008, Grace had available liquidity of approximately
$562.8 million, consisting of $325.2 million in cash and cash
equivalents, $35.1 million in short-term investment securities,
$30.8 million in net cash value of life insurance policies,
approximately $73.3 million of available credit under various non-
U.S. credit facilities and approximately $98.4 million of
available credit under its $165.0 million debtor-in-possession
("DIP") facility.  Grace believes that these sources and amounts
of liquidity are sufficient to support its business operations,
strategic initiatives and Chapter 11 proceedings until a plan of
reorganization is confirmed and Grace emerges from bankruptcy.  
Grace is exploring sources of new financing of up to $1.5 billion
to fund the Plan.

W. R. Grace & Co. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
==================================
                                            Sept. 30   Dec. 31
Amounts in millions                              2008      2007
--------------------                         --------   -------
ASSETS
Current Assets
Cash and cash equivalents                      $325.2    $480.5
Investment securities                            35.1      98.3
Cash value of life insurance policies, net
of policy loans                                  30.8      77.1
Trade accounts receivable, net                  531.1     500.6
Inventories                                     431.4     362.9
Deferred income taxes                            48.7      37.7
Other current assets                             84.9      80.8
                                             -------  --------
Total Current Assets                           1487.2    1637.9

Properties and equipment, net                   710.1     706.1
Goodwill                                        122.0     122.3
Cash value of life insurance policies, net        4.3       3.9
Deferred income taxes                           723.6     747.5
Asbestos-related insurance                      500.0     500.0
Overfunded defined benefit pension plans         64.8      54.1
Other assets                                    142.2     136.6
                                            --------  --------
Total Assets                                 $3,754.2  $3,908.4
                                            ========  ========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Liabilities Not Subject to Compromise
Current Liabilities
Debt payable within one year                     $6.1      $4.7
Accounts payable                                219.4     191.3
Other current liabilities                       292.1     325.1
                                              ------    ------
Total Current Liabilities                       517.6     521.1
Debt payable after one year                       0.3       0.3
Deferred income taxes                            33.3      32.7
Minority interest in consolidated entities       69.7      73.2
Underfunded defined benefit pension plans       173.1     169.1
Unfunded defined benefit pension plans          121.8     137.9
Other liabilities                                37.0      46.2
                                              ------    ------
Total Liabilities Not Subject to Compromise     952.8     980.5

Liabilities Subject to Compromise
Pre-petition bank debt plus accrued interest    815.2       783
Drawn letters of credit plus accrued interest    30.0      26.9
Income tax contingencies                         88.7      89.3
Asbestos-related contingencies                1,700.0   1,700.0
Environmental contingencies                     148.1     368.6
Postretirement benefits                         151.3     172.7
Other liabilities and accrued interest          116.7       137
                                              ------    ------
Total Liabilities Subject to Compromise       3,050.0   3,277.5

Total Liabilities                             4,002.8   4,258.0

Shareholders' Equity (Deficit)
Common stock                                      0.8       0.8
Paid-in capital                                 434.9     431.5
Accumulated deficit                            (290.0)   (368.1)
Treasury stock, at cost                         (57.4)    (63.7)
Accumulated other comprehensive income (loss)  (336.9)   (350.1)
                                              ------    ------
Total Shareholders' Equity (Deficit)           (248.6)   (349.6)

Total Liabilities and Shareholders'
Equity (Deficit)                             $3,754.2  $3,908.4
                                            ========  ========


W. R. Grace & Co. and Subsidiaries
Consolidated Statements of Operations        Three Months Ended

(Unaudited)                                     September 30,
=====================================        ==================
Amounts in millions                              2008      2007
-------------------                              ----      ----

Net sales                                      $889.4    $783.1

Cost of goods sold                              633.4     532.6
Selling, general and administrative expenses    150.8     150.6
Research and development expenses                20.5      20.4
Defined benefit pension expense                  14.1      13.1
Interest expense and related financing costs     13.1      17.3
Provision for environmental remediation           2.9         -
Provision for asbestos-related litigation, net
of insurance                                        -         -
Chapter 11 expenses, net of interest income      12.0      21.3
Other (income) expense, net                      14.5      (4.9)
                                              ------    ------

                                               861.3     750.4

Income before income taxes and minority interest 28.1      32.7
Provision for income taxes                        4.2      (8.6)
Minority interest in consolidated entities       (4.0)     (5.0)
                                              ------    ------
Net income                                      $28.3     $19.1
                                              ======    ======


W.R. Grace & Co. and Subsidiaries
Consolidated Statements of Cash               Nine Months Ended
(Unaudited)                                     September 30
=================================             =================
Amounts in millions                              2008      2007
-------------------                              ----      ----

OPERATING ACTIVITIES
Net income                                      $78.1     $51.6
Reconciliation to net cash provided by
(used for) operating activities:
Depreciation and amortization                    90.8      83.5
Chapter 11 expenses, net
of interest income                               48.4      62.7
Provision for income taxes                       38.9      36.7
Income taxes paid, net of refunds               (39.1)    (35.8)
Minority interest in consolidated entities       11.4      18.8
Dividends paid to minority partners             (13.3)    (12.0)
Interest accrued on pre-petition debt
subject to compromise                           38.8      56.2
Net (gain) loss on sales of investments and
disposals of assets                               0.3      (2.8)
Defined benefit pension expense                  42.4      38.9
Payments under defined benefit pension plans    (57.4)    (85.5)
Net payments under postretirement benefit plans  (4.7)     (4.6)
Net income from life insurance policies          (2.0)     (3.0)
Provision for uncollectible receivables           0.8      (0.4)
Provision for environmental remediation           8.8        12
Expenditures for environmental remediation       (3.7)     (7.1)
Expenditures for retained obligations of
divested businesses                             (0.1)     (0.8)
Changes in assets and liabilities,
excluding effect of foreign currency
translation:
  Working capital items                        (75.8)    (69.1)
  Other accruals and non-cash items            (40.1)     (7.3)
                                              ------    ------
Net cash provided by operating activities
before Chapter 11 expenses and settlements      122.5     132.0

Cash paid to resolve contingencies
subject to Chapter 11                         (251.6)    (10.3)
Chapter 11 expenses paid                        (52.9)    (55.9)
                                              ------    ------
Net cash provided by (used for)
operating activities                           (182.0)     65.8

INVESTING ACTIVITIES
Capital expenditures                            (93.1)    (89.8)
Investments in short-term debt securities           -       (25)
Proceeds from sales of investment securities     61.5         -
Cash proceeds from sale of business                 -      21.8
Purchase of equity investment                    (3.0)     (6.3)
Businesses acquired, net of cash acquired           -      (5.5)
Proceeds from termination of
life insurance policies                          8.1         -
Net investment in life insurance policies        (0.2)     (1.2)
Proceeds from disposals of assets                 2.8       5.5
                                              ------    ------
Net cash (used for) investing activities        (23.9)   (100.5)

FINANCING ACTIVITIES
Proceeds from life insurance policy loans        40.0      (0.1)
Net (repayments) borrowings under credit
Arrangements                                      1.5       0.7
Fees paid under DIP credit facility              (1.6)     (2.0)
Proceeds from exercise of stock options           9.6      20.2
                                              ------    ------
Net cash provided by financing activities        49.5      18.8

Effect of currency exchange rate changes
on cash and cash equivalents                     1.1      14.6

Decrease) in cash and cash equivalents         (155.3)     (1.3)
Cash and cash equivalents, beginning of period  480.5     536.3

Cash and cash equivalents, end of period       $325.2    $535.0
                                              ======    ======

                          About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.  
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee
of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on January 14, 2008.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.
As of November 30, 2007, W.R. Grace's balance sheet showed total
assets of $3,335,000,000, and total debts of $3,712,000,000.

(W.R. Grace Bankruptcy News, Issue No. 169; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


WESTMORELAND COAL: Creates Unit to Realize Tax Credits
------------------------------------------------------
Westmoreland Coal Company disclosed in a Securities and Exchange
Commission filing that on Oct. 16, 2008, Westmoreland Resources,
Inc., or WRI, a subsidiary of the company, entered into a series
of transactions in order to enable it to take advantage of
available tax credits which it has not been able to fully utilize.

Entering into a transaction with a party which can utilize these
credits could enable WRI, subject to certain conditions, to
monetize the Credits and increase WRI's cash flows.

The Credits are provided under Section 45(e) of the Internal
Revenue Code to producers of Indian coal from facilities placed
in-service by Jan. 1, 2009, if such coal is sold to unrelated
parties.  WRI's Absaloka Mine operates under a coal mineral lease
with the Crow Tribe of Indians in Montana.  The Credit is equal to
$1.50 per ton during the period 2006-2009 and $2.00 per ton during
2010-2012, as adjusted for inflation.  Credits earned in 2006 to
2009 can be applied against alternate minimum tax, or AMT, and/or
regular income tax. Credits earned in 2010 to 2012 can be applied
against only regular income tax.  Westmoreland anticipates that it
will not be able to fully utilize all of the Credits available to
it, absent the transactions described herein.

In an effort to realize the value of the Credits, WRI created a
new subsidiary, Absaloka Coal, LLC, or LLC, and on Oct. 16, 2008,
sold a membership interest in the LLC to a large East Coast
financial institution.  The Company projects, based on its current
forecasts of the Absaloka Mine's coal sales, that the series of
transactions described herein could increase WRI's income and cash
flows before taxes over the period October 2008 through Dec. 31,
2012 by as much as $37 million.

On Oct. 16, 2008, WRI sold its interest in LLC to an unrelated
third party pursuant to a Membership Interest Purchase Agreement
for consideration consisting of $4 million in cash and two
promissory notes, or Notes.

At closing, WRI received $2 million of the cash, and the remaining
$2 million of the cash was, and all payments to be received on the
Notes will be, paid into escrow pending receipt, prior to
April 1, 2009, of (i) a private letter ruling, or PLR, from the
Internal Revenue Service, or IRS, on various issues relating to
the Credits and (ii) final approval from the BIA of a lease from
the Crow Tribe to WRI.

If by April 1, 2009 a favorable PLR is received in a form
acceptable to WRI and Investor and the lease is approved, the
funds in escrow will be paid to WRI and the transaction will go
forward.  If a favorable PLR and lease approval are not received
by April 1, 2009, the funds in escrow will be returned to
Investor, along with the original $2 million paid at closing, and
the transaction will not go forward.  The ruling presents unique
considerations for the IRS and there is no assurance as to whether
a ruling will be received or, if received, will be in a form that
is acceptable to WRI and the Investor.

                About Westmoreland Coal Company

Headquartered in Colorado Springs, Colorado, Westmoreland Coal
Company (AMEX: WLB) -- http://www.westmoreland.com/-- is an    
independent coal company in the United States.  The company mines
coal, which is used to produce electric power, and the company
owns power-generating plants.  

The company's coal operations include coal mining in the Powder
River Basin in Montana and lignite mining operations in Montana,
North Dakota and Texas.  Its current power operations include
ownership and operation of the two-unit ROVA coal-fired power
plant in North Carolina.

At June 30, 2008, the company's consolidated balance sheet showed
$795.7 million in total assets and $988.0 million in total
liabilities, resulting in a $192.3 million stockholders' deficit.

Net loss was $17.9 million for the quarter ended June 30, 2008,
compared to a net loss of $10.9 million for the quarter ended
June 30, 2007.  Results were negatively impacted during second
quarter of 2008 by a $3.8 million loss on extinguishment of debt.
The second quarter of 2007 was negatively impacted by a
$2.3 million restructuring charge.


WORLDSPACE INC: Nasdaq to Suspend Trading of Stocks on Oct. 30
--------------------------------------------------------------
WorldSpace(R), Inc. received notice from the staff of The Nasdaq
Stock Market, LLC that the company will be delisted.  Under
Marketplace Rules 4300, 4340(b), 4450(f) and IM-4300, the Nasdaq
staff has discretionary authority over the continued inclusion of
the company's securities on Nasdaq in the event that a Nasdaq-
traded company files for protection under any provision of the
federal bankruptcy laws.  On Oct. 17, 2008, WorldSpace, Inc., and
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.

In its letter to the company, The Nasdaq Stock Market staff also
cited the company as non-compliant with Marketplace Rule
4450(b)(1)(A) because the company's market value of listed
securities for 10 consecutive trading days had fallen been below
the minimum $50,000,000 requirement for continued inclusion; and
with Marketplace Rule 4450(b)(1)(B)'s requirement that total
assets and total revenue meet or exceed $50,000,000 each for the
most recently completed fiscal year or two of the last three most
recently completed fiscal years.

The company does not intend to appeal The Nasdaq Stock Market
staff's determination.  It is therefore expected that common
stock trading will be suspended at the opening of business on
Oct. 30, 2008, and a Form 25-NSE will be filed by Nasdaq with the
Securities and Exchange Commission which will remove the
company's securities from listing and registration on The
Nasdaq Stock Market.

                      About WorldSpace, Inc.

WorldSpace, Inc. (WSI) -- http://www.1worldspace.com/-- was    
organized on July 29, 1990, and incorporated in the State of
Maryland on Nov. 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 debts of $2,122,904,000.


* U.S. Retail Sector Bracing for Grim Holiday Season, S&P Says
--------------------------------------------------------------
The end of 2008 is shaping up to be the most difficult holiday
season in memory for U.S. retailers.  Faced with a torrent of
challenges, including a horrible housing market, rising
unemployment, falling consumer spending, declining consumer
confidence, extraordinary stock market volatility, and uncertainty
in the financial markets, the domestic retail industry is back on
its heels, according to a new report by Standard & Poor's Ratings
Services titled "The 2008 Holiday Season: No Diamonds In The
Stocking," published earlier on RatingsDirect.

"We think that the final quarter of 2008 will be a poor one as
consumers continue to rein in their shopping," said Standard &
Poor's credit analyst Gerald A. Hirschberg, "and that they will
continue their long-standing history of waiting for last-minute
bargains during the holiday."  With this as a background and the
evidence of steadily declining same-store sales throughout the
retail sector, S&P is predicting that November-December GAFO sales
will at best be flat with last year's $255 billion.




* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               www.renaissanceamerican.com

Oct. 31, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Hilton, Frankfurt, Germany
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 6, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Coach House Diner & Restaurant, Hackensack, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Nov. 11, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Conference
         Marriott, Troy, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Case Study
         Summit Club, Birmingham, Alabama
            Contact: www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Effective Turnarounds:A View From Workout Consultants
         TBA, Buffalo, New York
            Contact: www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Social
         TBD, Melville, New York
            Contact: 631-251-6296 or www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Meeting
         TBD, Calgary, Alberta
            Contact: 503-768-4299 or www.turnaround.org

Nov. 17-18, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Distressed Investing
            Contact: 800-726-2524; 903-595-3800;
               www.renaissanceamerican.com

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         Tournament Players Club at Jasna Polana, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
Restructuring/Bankruptcy
         Bankers Club, Miami, Florida
            Contact: 312-578-6900; http://www.turnaround.org/
  
Nov. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Senior Housing & Long Term Care
         Washington Athletic Club,Seattle, Washington
            Contact: www.turnaround.org

Nov. 27, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Chris Kaup
         TBD, Phoenix, Arizona
            Contact: www.turnaround.org

Dec. 3, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Party
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: 702-952-2480 or www.turnaround.org

Dec. 3, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         Terminal City Club, Vancouver, British Columbia
            Contact: 503-768-4299 or www.turnaround.org

Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

Dec. 8, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering
         TBD, Long Island, New York
            Contact: 631-251-6296 or www.turnaround.org

Dec. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         Washington Athletic Club, Seattle, Washington
            Contact: 503-768-4299 or www.turnaround.org

Dec. 11, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         University Club, Portland, Oregon
            Contact: 503-768-4299 or www.turnaround.org

Dec. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         TBD, Phoenix, Arizona
            Contact: 623-581-3597 or www.turnaround.org

Dec. 31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Sponsorships - Annual Golf Outing, Various Events
         TBA, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Jan. 21-22, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 5-7, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Insolvency Symposium
         Westin Casurina, Grand Cayman Island, AL
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 25-27, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Valcon
         Four Seasons, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Beverly Wilshire, Beverly Hills, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 17-18, 2009
   NATIONAL ASSOCIATION OFBANKRUPTCY TRUSTEES
      NABT Spring Seminar
         The Peabody, Orlando, Florida
            Contact: http://www.nabt.com/

Apr. 20, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         John Adams Courthouse, Boston, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

Apr. 28-30, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

May 14-16, 2009
   ALI-ABA
      Chapter 11 Business Reorganizations
         Langham Hotel, Boston, Massachusetts
            Contact: http://www.ali-aba.org

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 15-18, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Dec. 2-4, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

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                   Featured Conferences

Renaissance American Management and Beard Conferences presents

Oct. 30-31, 2008
Physician Agreements & Ventures
The Millennium Knickerbocker Hotel - Chicago
Brochure will be available soon!

Nov. 17-18, 2008
Distressed Investing
The Helmsley Park Lane - New York
Brochure will be available soon!


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Beard Audio Conferences presents

Bankruptcy and Restructuring Audio Conference CDs

More information and list of available titles at:
http://beardaudioconferences.com/bin/topics?category_id=BAR

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The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.



                             *********

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.

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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.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Joseph Medel C. Martirez,
Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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