TCR_Public/081105.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, November 5, 2008, Vol. 12, No. 264

                             Headlines


ADVANCE FOOD: Poor Credit Measures Cue S&P to Slash Rating to 'B'
ADVANTA CORP: Fitch Keeps 'BB-' IDR; Revises Outlook to Negative
ADVANTA CORP: S&P Lowers Ratings to 'B+' From 'BB-'
AFC ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
AFC ACQUISITION: Files for Chapter 11 Bankruptcy in California

ALITALIA-LINEE: Chapter 15 Case Summary
ALL STATE PINAL IX: Case Summary & Six Largest Unsecured Creditors
ALL STATE PINAL XIV: Case Summary & 7 Largest Unsecured Creditors
AMERICAN INTERNATIONAL: 11% Owners Want $85B Fed Loan Restructured
APRIA HEALTHCARE: S&P Cuts Rating to 'BB-' on Blackstone Sale

ARACRUZ CELULOSE: Fitch Downgrades Credit Ratings to 'BB-'
ASAT HOLDINGS: April 30 Balance Sheet Upside-Down by $105MM
AXS-ONE INC: September 30 Balance Sheet Upside-Down by $13.4MM
BALDOR ELECTRIC: S&P Affirms 'BB-' Rating; Outlook Negative
BEAR STEARNS TRUST: S&P Affirms 'B' on Classes O, P & Q Certs.

BOSCOV'S INC: Selling Most Assets to Boscov/Lakin Families
BRADKEN INC: S&P CC Rating Raised to 'B+' From 'B'
BROOKE CAPITAL: Holding Co. Buyer Backs Out; 70 Workers Fired
BRUGNARA PROPERTIES: Files for Chapter 11 in San Francisco
BTWW RETAIL: Case Summary & 20 Largest Unsecured Creditors

BTWW RETAIL: Chapter 11 Filing Blames Financial Crisis
CANYON CAPITAL: S&P Affirms 'BB' Rating of Class D Securities
CAPCO ENERGY: Committee Protests $800K Sale of Mineral Assets
CARBONE COS: Gets Court's Final Approval to Use Cash Collateral
CD 2007-CD5: S&P Affirms 'B' Ratings on Classes O, P & Q Certs.

CGCMT 2007-C6: Fitch Affirms B Ratings on Classes O, P & Q Certs.
CHESAPEAKE CORP: Gets Forbearance for $250MM Loan Until Dec. 10
CHRYSLER LLC: Sales Drop 35% to 94,530 Vehicles in October
CITIGROUP COMMERCIAL: S&P Keeps Mortgage Trust Rtngs on 28 Classes
COBALT CMBS: Fitch Cuts Ratings on 3 Certs. Classes to 'B+'

COMSTOCK HOMEBUILDING: Receives Notice of Nasdaq Non-Compliance
CREDIT SUISSE TRUST: Fitch Junks Ratings on Two 2007-C1 Classes
CSMC MORTGAGE: S&P Strikes 'B' Ratings on 58 Securities Classes
DANKA BUSINES: DCML LLC Balks At Board for Snub of Nominees
DELTA AIR: S&P Affirms 'B' Ratings Following Northwest Merger

DLJ COMMERCIAL: Fitch Junks Rating on Class B-8 Certificates
EMERGENCY MEDICAL: S&P Hikes Corp. Credit Rating to 'BB-'
EMISPHERE TECH: Names Patrick Osinski as Acting General Counsel
EVA-TONE INC: Case Summary & 20 Largest Unsecured Creditors
EVA-TONE INC: Landlord Dispute Prompts Chapter 11 Filing

FORD MOTOR: Car & Light-Truck Sales Drop 30% From 2007
FRONTIER AIRLINES: Court Scraps CBA with Teamsters Mechanics
FRONTIER AIRLINES: Transportation Workers Union Ratifies New CBA
GENERAL GROWTH: Inks Interim Deals with CEO and President
GENERAL MOTORS: GMAC's Credit Tightening Affects Firm's Sales

GS MORTGAGE: Fitch Cuts Ratings of Three 2007-GG10 Classes to 'B'
HARBOURVIEW CDO III: S&P Cuts Class A Rating to 'CCC'; Watch Neg
HOVNANIAN ENTERPRISES: Fitch Says Debt Exchange Offer Good Move
HVHC INC: S&P Raises Sr. Secured Debt Rating A Notch to 'BB+'
HYDROGEN LLC: Bankruptcy Filing Cues Nasdaq to Delist Stocks

IDEARC INC: S&P Cuts Rating to 'B-' From 'B+'; on Watch Negative
INTEREP NAT'L: Trustee Continues Operations Despite Chapter 7
JPMORGAN CHASE TRUST: S&P Holds 'B' on Classes P, Q & T Certs.
LAND RESOURCE: Bankruptcy May Affect Roaring River Project
LAS VEGAS SANDS: S&P Cuts Rating to 'B'; Stays at Watch Neg

LBREP/L-SUNCAL: Court Denies Chapter 7 Conversion
LEHMAN BROTHERS: Faces Suit from Protected Notes Investors
LEHMAN BROTHERS: Wants Add'l Employees During Wind-Down
LEVITZ FURNITURE: Court Coverts Cases to Chapter 7 Liquidation
LINK RECREATIONAL: Files for Chapter 11 Protection in St. Paul

MEDCOMSOFT INC: Board OKs Hiring of Trustee for Possible BIA
MERGE HEALTHCARE: Sept. 30 Balance Sheet Upside-Down by $6.8MM
METALDYNE CORP: Defaults on Interest Dues, Mulls Prepackaged Plan
ML-CFC COMMERCIAL: Fitch Cuts Ratings on Classes L, M & N to 'B'
ML-CFC COMMERCIAL: Fitch Cuts Ratings on Classes K, L & N to 'B'

MORGAN STANLEY: Fitch Affirms 'BB' Ratings on Classes J, K & L
MORGAN STANLEY: Fitch Holds B Ratings on Classes M, O & P Certs.
NALCO COMPANY: Fitch Revises Outlook to Stable; Affirms 'B' IDR
NATIONAL CITY: Peter Raskind to Leave Co. Upon Close of Merger
NORTHWEST AIRLINES: S&P Affirms 'B' Rating Following Delta Merger

PARMALAT SPA: UBS AG Agrees to Pay EUR500,000 Fine
PHOENIX COS: S&P Lowers Counterparty Credit Rating to 'BB+'
POLYPORE INTERNAT'L: S&P Keeps 'B' Ratings; Outlook Stable
RIVERGREEN BANK: Weiss Ratings Assigns "Very Weak" E- Rating
SEMGROUP ENERGY: Received Subpoena from SEC Over Parent's CH. 11

SEMGROUP LP: Gets Lenders' OK for White Cliffs Auction by Dec. 15
SOUTHEAST WAFFLES: Won't Have Examiner But to Get CRO
STANDARD STEEL: S&P Affirms 'B+' Corp. Credit Rating; Outlook Neg
STORM CAT: Defaults Qrtrly Payments; Picks Turnaround Firm A&M
SUNCAL COS: Judge Prefers Liquidation for Suncal/Lehman Properties

SUNBELT GRAIN: Court Awards Farmer Proceeds From Grain Sale
SWANSEA PROPERTIES: Ct. Okays Wood Family Settlement with J. Rose
TARRAGON CORP: Bankruptcy Looming; Inks Forbearance Agreement
TOWERS OF CHANNELSIDE: Wachovia to Structure New Loan for Firm
TRANSMERIDIAN EXPLORATION: Exchange of $290MM Sr. Notes Approved

TREASURE ISLAND CLUB: Files for Chapter 11 In Tampa, Florida
UNIFI INC: Posts $676,000 Net Loss in Quarter ended Sept. 28
US SHIPPING: S&P Affirms 'CCC' Ratings After Covenant Relief
VALUE CITY: Tells Court of Plans to Close 66 More Stores
VERASUN ENERGY: Can Use Cash Collateral on Interim Basis

VERASUN ENERGY: Gets Initial OK to Access $40-Mil. DIP facility
VERASUN ENERGY: Lack of Funding Delays Startup of Biorefinery
VERTIS COMMS: Gets $250 Mil. Credit Facility From GE Commercial
VONAGE HOLDINGS: Intends to Cure NYSE Listing Non-Compliance
WASHINGTON MUTUAL: Restricts Equity Trades for NOLs; FDIC Opposes

WHITEHALL JEWELERS: Selling Jewelry Inventory at 50%-70% Discount
X-RITE INC: OEPX, Et Al, Disclose Ownership of 28.5MM Shares
X-RITE INC: Secures $155 Million Financing from OEPX LLC
X-RITE INC: Three Board Members Get Committee Appointments
ZVUE CORP: 3 Directors Disclose Ownership of 50,000 Shares

* Fitch Says Unemployment Stoking U.S. Auto ABS Losses
* Fitch Says US Timeshare ABS Year-Over-Year Defaults Up
* Fitch Says Loan Term Changes to Cushion Impact on Subprime ARMs
* S&P Corrects 16 Ratings on Five U.S. Alt-A RMBS Transactions
* S&P Corrects Ratings on 2006-28CB, 2006-5T2 Alt Loan Trust

* Upcoming Meetings, Conferences and Seminars


                             *********

ADVANCE FOOD: Poor Credit Measures Cue S&P to Slash Rating to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Enid, Oklahoma-based Advance Food Co. to 'B' from 'B+'.
At the same time, S&P lowered all of S&P's existing issue-level
ratings on the company by one notch.  The outlook is negative.  As
of Sept. 27, 2008, the company had about $238 million of total
debt, excluding operating lease obligations.

"The downgrade is based on weaker-than-anticipated credit measures
hat are below previous expectations, as a weak economic
environment, commodity cost inflation, and delays in recognizing
expected cost savings from a new manufacturing facility have
negatively affected profitability," noted Standard & Poor's credit
analyst Rick Joy.  "The company remains highly leveraged following
the debt issuance in March 2007 to finance a new manufacturing
facility and a shareholder dividend," he continued.

The speculative-grade ratings on Advance Food reflect the
company's highly leveraged capital structure and aggressive
financial policy.  Advance Food's high customer and supplier
concentration, and narrow business focus contribute to the
company's vulnerable business risk position, despite its leading
position in its niche markets and existing long-term relationships
with its distributors.

The outlook is negative.  S&P could lower the ratings if operating
performance and credit measures weaken further, and/or if the
company fails to maintain sufficient headroom on its financial
covenants.  Alternatively, S&P could revise the outlook to stable
if Advance Food achieves desired cost savings from its new
manufacturing facility and other cost-reduction efforts, and
reduces leverage to 5.5x or below, while restoring at least 15%
cushion on its financial covenant.  S&P believes Advance Food
could achieve this goal through a 3% increase in sales and a 150-
basis-point improvement in EBITDA margins, via its cost-saving
initiatives and by realizing expected cost savings from its new
manufacturing facility.


ADVANTA CORP: Fitch Keeps 'BB-' IDR; Revises Outlook to Negative
----------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating
(IDR) and outstanding debt ratings of Advanta Corp. and Advanta
Bank Corp.:

Advanta Corp:
   --Long-term IDR at 'BB-';
   --Short-term IDR at 'B';
   --Senior unsecured at 'BB-'

Advanta Bank Corp.
   --Long-term IDR at 'BB-';
   --Short-term IDR at 'B';
   --Long-term deposits at 'BB'.

Advanta Capital Trust I
   --Trust preferred stock at 'B'.

Fitch has also revised Advanta's Rating Outlook to Negative from
Stable. Approximately $2.3 billion of debt and deposits is
affected by this action.

The rating affirmation reflects Advanta's market position in the
small business credit card industry, adequate risk-adjusted
capitalization for the rating category, and ample balance sheet
liquidity in the form of cash, fed funds, and available for sale
securities. Rating constraints include the highly competitive
small business credit card sector and the risks associated with a
lack of revenue diversity and a monoline business focus.

The Negative Outlook reflects significant deterioration in
portfolio credit quality and profitability resulting from
weakening economic conditions and a general reduction in credit
availability for cardholders. While a decline in managed
receivables has reduced Advanta's funding needs in 2008, the
shrinking portfolio has inflated loss metrics and contributed to
reduced profitability. The cash flow generated from the shrinking
portfolio, however, should allow the company to refinance maturing
asset-backed securities (ABS) debt on-balance sheet, thereby
reducing its need to access the capital markets over the
intermediate-term. Balance sheet liquidity, defined as cash, fed
funds sold, and available for sale securities, amounted to
approximately $1.8 billion as of Sept. 30, 2008, or approximately
23% of managed assets.

Fitch does not believe Advanta will pursue third-party capital
injections or an acquisition, but expects Advanta to maintain its
operating independence, given its family-owned, dual-class
structure. Negative rating action could result from continued
asset quality deterioration, a reduction in regulatory capital
ratios, or a failure to return to sustained profitability within
the outlook period.


ADVANTA CORP: S&P Lowers Ratings to 'B+' From 'BB-'
---------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Advanta Corp. (Advanta) to 'B+' from
'BB-' and its long-term counterparty credit rating on Advanta's
operating subsidiary, Advanta Bank Corp. (ABC), to 'BB-' from
'BB'.  The outlook remains negative.

"The downgrades reflect material deterioration in Advanta's asset
quality and profitability, and, to a lesser extent, concerns
regarding its historical reliance on the asset-backed securities
(ABS) market for funding," said Standard & Poor's credit analyst
Rian Pressman.

Advanta's asset quality has declined as worsening economic
conditions pressure the company's small business clients.  For the
three months ended Sept. 30, 2008, annualized net charge-offs
(NCOs), as a percentage of average managed receivables, equaled
10% -- up significantly from 8.4% in second-quarter 2008 and 3.87%
in third-quarter 2007.  This was worse than S&P had expected.

Profitability has also been weakened by the deterioration in
Advanta's asset quality.  For the quarter ended Sept. 30, 2008,
Advanta lost $17.6 million, driven in large part by a
$19.6 million valuation charge against retained interests and a
$6.2 million credit provision.  Nonrecurring gains and losses were
also significant factors: a $14 million charge to accrue for
certain rewards programs was offset by a $5.4 million gain on the
sale of MasterCard shares.

Advanta's historical reliance on the ABS market for funding
continues to be a concern.  However, the company's liquidity and
capital positions currently remain adequate. As a consequence of
severe credit market dislocation, Advanta access to the ABS market
has been limited, with only minimal issuance in 2008.  (Advanta
last issued ABS securities in June 2008; however, the entire issue
was retained by the company.)

In response, Advanta has curtailed managed receivables growth and
bolstered other sources of liquidity.  Managed receivables dropped
8% on a sequential quarter basis to $5.6 billion, reflecting
tightening credit standards on current and prospective clients
(less than 20,000 new accounts were originated in the quarter) and
lower transaction activity.  In addition to using cash from its
shrinking managed receivables portfolio to fund operations,
Advanta has successfully increased deposit-taking activities at
ABC.  Liquidity is also provided by Advanta's substantial cash and
investment portfolio, which totaled more than $1.8 billion or
about 30% of managed receivables as of Sept. 30, 2008.  Lastly,
Advanta has access to nearly $400 billion in off-balance-sheet
conduit lines (of which only $25 million was drawn at quarter-end)
and the Federal Reserve Discount Window.

The negative outlook reflects deteriorating economic conditions
and the effect this is having on Advanta's small business
borrowers and profitability.  It also reflects current credit
market conditions, which have rendered the ABS markets cost
prohibitive for certain issuers.  S&P could lower the rating
because of a combination of constraining factors beyond what S&P
currently anticipate: further asset quality deterioration; funding
capacity issues; cash-trapping in Advanta's revolving
securitization trust; additional material net losses; and a
significant deterioration in capital.  S&P could revise the
outlook back to stable if Advanta can successfully navigate
difficult economic and credit market conditions, while maintaining
adequate profitability, liquidity, and capital -- all supportive
of its ratings.


AFC ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: AFC Acquisition Corp.
        3535 Menaul Boulevard, NE
        Albuquerque, NM 87107-1817

Bankruptcy Case No.: 08-28517

Type of Business: Based in Albuquerque, New Mexico, the Debtor
                  operates the American Home chain of furniture
                  stores.

                  See: http://www.americanhome.com/

Chapter 11 Petition Date: November 2, 2008

Court: Central District Of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: David S. Kupetz, Esq.
                  dkupetz@sulmeyerlaw.com
                  Sulmeyer Kupetz
                  333 S. Hope St. 35th Fl.
                  Los Angeles, CA 90071
                  Tel: (213) 626-2311

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Simmons                        trade debt        $659,258
Attn: Scott McKenna
17850 East 32nd Place
Aurora, CO 80011
Tel: (303) 340-5796

Lane Furniture Industries Inc. trade debt        $621,149
P.O. 536823
Atlanta, GA 30353
Tel: (662) 566-3189

Albuquerque Publishing         trade debt        $412,728
Company
P.O. Box J-T
Albuquerque, NM 87103

Tanager Company                trade debt        $334,096

Wal-Mart Stores East LP        trade debt        $228,379

Willis of Arizona Inc.         trade debt        $220,305

Aspen Furniture LLC            trade debt        $199,846

Obeetee Inc.                   trade debt        $189,786

Hillcraft Furniture            trade debt        $183,945

Barcalounger - Import          trade debt        $178,355

Flexsteel Industries           trade debt        $159,210

BJI International              trade debt        $153,139

American Furniture Mfg.        trade debt        $141,605

Artextport                     trade debt        $136,897

Thornwood Furniture            trade debt        $129,655

Wynwood                        trade debt        $124,743

KOB-TV Inc. Subsidairy of      trade debt        $110,499
Hubbard Broadcast Inc.


AFC ACQUISITION: Files for Chapter 11 Bankruptcy in California
--------------------------------------------------------------
AFC Acquisition Corp., which owns and operates the American Home
furniture stores, filed a voluntary petition under Chapter 11 of
the United States Bankruptcy Code in the United States Bankruptcy
Court for the Central District of California after the company
terminated its revolving credit facility and declined to make
further advances under that facility.

The termination of the facility created a liquidity crisis for the
company, preventing it from funding its operations.  Moreover, the
company's operations suffered from certain burdensome leases for
its Arizona operations including Mesa and Prescott stores and
Tucson warehouse, which affected the company's operating results.

Furthermore, the weakening economy and declining performance of
the retail sector and furniture market also affected the sales at
the company's stores.

The company said that it wants to use cash collateral securing
repayment of the secured loan to Wells Fargo Retail Finance LLC to
pay ordinary and administrative expenses and fund the operation
its business in accordance with the budget.  The company owes
about $4.9 million plus additional unmatured amounts asserted in
connection with a standby letter of credit to Wells Fargo.  The
company says that Wells Fargo's interest is adequately protected
by a substantial equity cushion.

The company plans to shutdown eight of its retail stores in
Arizona: Oracle Store; Southeast Tucson Store; Tucson Warehouse
and Store; Sahuarita Store - American Home; Prescott Store --
American Home; Warehouse Store and New Mexico Distribution Centers
-- American Home Warehouse Plus; and West Side Store - American
Home Westside.  The company retained Planned Furniture Provisions
Inc. to conduct going-out-of-business sale at six of its stores.
The sale is expected to maximize the value of the company's
estate.

The company listed assets between $10 million and $50 million, and
debts between $1 million and $10 million.  The company owes about
$4.1 to it unsecured creditors including Simmons owing $659,258;
Lane Furniture Industries Inc. owing $621,149; and Albuquerque
Publishing owing $412,728.  The company asked the Court to extend
the period to files its schedules of assets and debts, and
statement of financial affairs until Nov. 17, 2008.  A hearing is
set for Nov. 5, 2008, at 2:00 p.m., to consider the motion.
The Debtor's shareholders are Hancock Park Capital III LP holds
67.5% equity in the company; Hancock Park Capital II LP, 22.5%;
and Lee Blaugrund, 10%.

The company selected Sulmeyer Kupetz as its counsel.

Headquartered in Albuquerque, New Mexico, AFC Acquisition Corp. --
http://www.americanhome.com/-- operates furniture stores.  The
company has 674 employees, of whom 611 are full-time workers and
the remaining are part-time employees.


ALITALIA-LINEE: Chapter 15 Case Summary
---------------------------------------
Debtor: Alitalia-Linee Aeree Italiane, S.p.A.,
        350 5th Avenue
        New York, NY 10118
        Tel: (212) 903-3381

Bankruptcy Case No.: 08-14321 (Chapter 15)

Chapter 15 Petition Date: October 31, 2008

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Eugene F. Massamillo, Esq.
                  emassamillo@kvolaw.com
                  Kaplan, von Ohlen & Massamillo, LLC
                  555 5th Avenue, 15th Floor
                  New York, NY 10017
                  Tel: (212) 922-0450
                  Fax: (212) 922-0530

Estimated Assets: $1,000,000

Estimated Debts: not stated

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


ALL STATE PINAL IX: Case Summary & Six Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: All State Associates of Pinal IX, LLC
        c/o Van Hansen Odyssey Capital
        2 North Central Ave., Suite 720
        Phoenix, AZ 85004

Bankruptcy Case No.: 08-15262

Chapter 11 Petition Date: October 29, 2008

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Michael W. Carmel, Esq.
                  michael@mcarmellaw.com
                  Michael W. Carmel, Ltd.
                  80 E. Columbus Ave.
                  Phoenix, AZ 85012-4965
                  Tel: (602) 264-4965
                  Fax: (602) 277-0144

Total Assets: $0

Total Debts: $18,772,197

The Debtor's largest unsecured creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Loomis Ewert Parsley Davis &   -                 $39,787
Gotting
124 W. Allegan - #700
Lansing, MI 48933-1525

Pinal IX Accounting            -                 $16,984
Subcommittee
21050 North Pima Road
Suite 100
Scottsdale, AZ 85255

Lyons Valuation Group          -                  $9,000
16631 N. 91st Street
Scottsdale, AZ 85260-1525

All State Management           -                  $6,342

Intelliquick Delivery          -                     $43

Higmo & Associates             -                     $40


ALL STATE PINAL XIV: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: All State Associates of Pinal XIV, LLC
        c/o Van Hansen Odyssey Capital
        2 North Central Avenue, Suite 720
        Phoenix, AZ 85004

Bankruptcy Case No.: 08-15266

Chapter 11 Petition Date: October 29, 2008

Court: District of Arizona (Phoenix)

Judge: Eileen W. Hollowell

Debtor's Counsel: Michael W. Carmel, Esq.
                  michael@mcarmellaw.com
                  Michael W. Carmel, Ltd.
                  80 E. Columbus Ave
                  Phoenix, AZ 85012-4965
                  Tel: (602) 264-4965
                  Fax: (602) 277-0144

Total Assets: $0

Total Debts: $16,417,912

The Debtor's largest unsecured creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Elianto, LLC                   -                 $20,914
21050 N. Pima Road, Suite 100
Scottsdale, AZ 85255-6699

Margrave Celmins PC            -                 $9,570
8171 E. Indian Bend Road
Scottsdale, AZ 85250-4830

Loomis Ewert Parsley           -                 $6,216
Davis & Gotting PC
124 W. Allegan, Suite 700
Lansing, MI 48933-1784

Mohr Hackett Pederson          -                 $3,048

Mahoney Group                  -                 $1,940

All State Management           -                 $1,200


AMERICAN INTERNATIONAL: 11% Owners Want $85B Fed Loan Restructured
------------------------------------------------------------------
Maurice R. Greenberg, who, together with affiliated parties, owns
substantial shares of stock of American International Group, Inc.,
asked AIG CEO Edward Liddy to promptly amend the firm's present
loan structure with the Federal Government, citing that "time is
clearly running out."

In his Oct. 31 letter attached to a regulatory filing,
Mr. Greenberg says that the current Federal loan to AIG is
effectively nationalizing the company only for the benefit of unit
AIG Financial Products Corp.'s credit default counterparties,
leaving out hundreds of thousands of AIG employees and
shareholders, and American taxpayers.

"And the plan to sell off assets cannot be successfully
accomplished to repay fully the Federal loan -- the crippling
combination of declining asset values and extremely poor market
conditions make it difficult to consummate any sale of assets at
an acceptable price and on a timely basis," he says.

Mr. Greenberg cites among other things, AIG's assets declining
daily, and employees and brokers moving to AIG's competitors.
"Unless there is immediate change to the structure of the Federal
loan, the American taxpayer will likely suffer a significant
financial loss," he added.

Mr. Greenberg recounts that earlier this month, AIG's largest
shareholders proposed that AIG be permitted to participate in a
TARP-like program whereby the current Federal loan would be
converted into a senior preferred security, thereby reducing the
need to sell assets in a "rapid, fire-sale manner."  He explains
that under this plan, AIG stakeholders would be treated neither
any better nor any worse than stakeholders in other companies
receiving assistance from the government.  AIG, he emphasizes,
would be subject to the same conditions imposed by the government
on those institutions receiving the capital.  In other words, he
says, there is no preferential treatment, but rather consistent
treatment, from the Federal government across the wide number of
beneficiaries of recent Federal assistance.

"This so-called 'Plan B' would create a win-win rather than a
lose-lose for everybody," Mr. Greenberg avers.  Furthermore, "Plan
B" could be modified or superseded by a Federal guaranty to meet
AIGFP's counterparty collateral requirements.  This would allow a
large portion of the previously drawn capital from the Federal
credit facility to be repaid and redeployed elsewhere in the
financial system with no loss to the American taxpayer.  This type
of guaranty is being considered by the Federal government in
connection with the monoline insurance industry and has been
successfully employed recently for the money market industry.

Mr. Greenberg accedes that the objectives of AIG and the Federal
government are completely aligned. Each wants to see the repayment
of the loan in full.  However, he reiterates that the current loan
structure offers little hope of that happening, and your prompt
action is required to effect the necessary change.

In an amended Schedule 13D filed with the Securities and Exchange
Commission, Mr. Greenberg, together with affiliated persons and
entities filed a joint statement declaring that they beneficially
own 278,430,935 shares of common stock of AIG, representing
approximately 10.36% of the stock outstanding.

                  About American International

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

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

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

The summary of terms also provides for a 79.9% equity interest in
AIG.  The corporate approvals and formalities necessary to create
this equity interest will depend upon its form.

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

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

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

Fitch Ratings revised its Rating Watch on American International
Group, Inc. to Evolving from Negative.  Fitch viewed this
transaction as a favorable development that alleviates significant
near-term liquidity concerns.

                        *     *     *

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

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


APRIA HEALTHCARE: S&P Cuts Rating to 'BB-' on Blackstone Sale
--------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on Apria
Healthcare Inc. from CreditWatch negative, where they had been
placed on June 19, 2008, after the company's announcement of its
intention to be acquired by financial sponsor The Blackstone
Group.  At the same time, Standard & Poor's lowered its corporate
credit rating on Apria to 'BB-' from 'BB+'.  The outlook is
stable.

"Apria's acquisition was financed by a bridge credit facility,
along with a significant amount of sponsor equity, in a
transaction that values the company at about $1.6 billion, or
about 5x pro forma EBITDA," said Standard & Poor's credit analyst
Alain Pelanne.  "We expect that the bridge financing will be
replaced by a notes offering under more favorable conditions in
the capital markets."

The ratings reflect the company's aggressive leverage, its
exposure to third-party reimbursement and pricing decisions, and
the challenges of managing the integration of Coram Inc. and
implementing a number of strategic initiatives.  These risks are
only partially outweighed by Apria's leading position in providing
specialized home health care services and equipment that generates
significant cash flows.

Before the Coram acquisition, both commercial and Medicare
respiratory revenues totaled two-thirds of the company's revenues.
With the Medicare portion of this segment under pressure from a
series of reimbursement cuts, the company made a couple of key
decisions within the past year that significantly increased its
use of financial leverage.  Operationally, in late 2007, Apria
acquired Coram for about $350 million.  The debt-financed
transaction reduced the role of respiratory therapy to about half
of revenues, expanding the infusion business to about 40% of the
company's total.  While this also slightly reduced the company's
Medicare and Medicaid contribution, government programs still
account for about one-third of revenues.

Accordingly, looming 2009 caps on oxygen rental fees and a 9.5%
nationwide cut for durable medical equipment provided by Medicare
remain concerns.  Commercial third-party payor pricing, which
provides two-thirds of Apria's revenues, has been fairly flat the
last few years, and is expected to remain so.  Although the
company doesn't have significant concentration with any single
commercial payor, and hasn't recently lost any major contracts,
pricing and contract turnover will remain risks to the rating.
Going forward, the company has identified a number of areas where
efficiencies and savings should help support improved earnings,
beyond organic revenue growth.  These include purchasing
initiatives, improved inventory management, and synergies at
Coram.

Despite its track record of implementing such initiatives in the
past, a new permanent CEO, yet to be hired, will be challenged to
execute this strategy.

The outlook is stable.  Apria's competitive advantage in bidding
for large commercial contracts for services should be sustained by
its national platform, and its well-established reputation.
However, despite this position, the acquisition of the company by
The Blackstone Group leaves it with a more aggressive financial
risk profile, at a time when more Medicare reimbursement cuts loom
ahead.  Standard & Poor's expects that the company's heavy
reliance on commercial payors will partially shield the company
from the impact of these cuts, although continued cost containment
and strategic initiatives will be required if the company is to
meaningfully increase earnings.  However, even if this leads to a
reduction in leverage, prospects for credit improvement would be
limited by sponsor-ownership considerations.  On the other hand,
if Medicare cuts and the inability to wring out more costs lead to
an increase in SG&A expenses as a percentage of revenues of more
than 750 basis points than Standard & Poor's currently expects,
prospects for leverage to be sustained at more than 4.0x could
lead to a negative outlook.


ARACRUZ CELULOSE: Fitch Downgrades Credit Ratings to 'BB-'
----------------------------------------------------------
Fitch Ratings has downgraded these ratings of Aracruz Celulose
S.A. (Aracruz):

   -- Local currency Issuer Default Rating (IDR) to 'BB-' from
'BB+';
   -- Foreign currency IDR to 'BB-' from 'BB+';
   -- National scale rating to 'A(bra)' from 'AA-(bra)'.

All of these ratings remain on Rating Watch Negative.

These rating actions reflect an expectation by Fitch that Aracruz
will unwind its derivative positions and that realized losses may
exceed US$1.5 billion. Further, Fitch expects Aracruz will fund a
majority of these losses with debt provided by the counterparties
to these transactions, resulting in a near doubling of the
company's leverage. The Rating Watch Negative indicates that these
ratings could be downgraded further if the actual losses and
associated debt obligation are larger than anticipated.

Aracruz's credit ratings could also be lowered if the terms and
conditions of any agreement with the derivative counterparties are
meaningfully lower than the present value of the mark-to-market
losses on its derivative instruments, viewing this situation as
similar to a distressed debt exchange.

Aracruz ended Sept. 30, 2008 with US$594 million of cash and
marketable securities and US$2.250 billion of total adjusted debt.
For the latest-12-months (LTM) ended Sept. 30, 2008, Aracruz
generated US$827 million of EBITDA, including its 50% stake in
Veracel. The company had an LTM adjusted net debt-to-EBITDA ratio
of 2.0 times (x) and funds from operations (FFO) adjusted leverage
ratio of 2.9x. On a pro-forma basis, the addition of US$1.5
billion would increase Aracruz's net debt-to-EBITDA ratio to 3.8x.
This ratio could weaken during the next 12 months due to declining
pulp prices.

To improve liquidity Aracruz has announced a number of steps that
it plans to take. They include the reduction of dividends, the
postponement of the Guaiba II project and a slowdown in land
purchases and forest developments.

Aracruz announced on Oct. 2, 2008, that the 'fair value' of its
derivative position was a negative $1.02 billion as of Sept. 30,
2008. On that date the exchange rate 1.91 Brazilian reais per U.S.
dollar. Since that date, the Brazilian real has continued to
devalue versus the dollar, increasing the company's derivative
liability.


ASAT HOLDINGS: April 30 Balance Sheet Upside-Down by $105MM
-----------------------------------------------------------
ASAT Holdings Limited's balance sheet at April 30, 2008, showed
total assets of $118.6 million, and total liabilities of
$224.3 million, resulting in a shareholders' deficit of
$105.7 million.

The company reported net loss of $25 million for fiscal year ended
April 30, 2008, compared to net loss of $35 million for the same
period in the previous year.

                  Liquidity and Capital Resources

Cash on hand and at bank, excluding restricted cash, as of
April 30, 2006, 2007, and 2008, was $11.9 million, $7.3 million
and $6.0 million.

For the year ended April 30, 2008, the company's net cash provided
by operating activities was $2.8 million, as compared to net cash
provided by operating activities of $10.4 million for the year
ended April 30, 2007.  This decrease in net cash provided by
operating activities was due to the repayment of $4 million under
the advance payment agreement and payment of $0.8 million in
connection with the tax dispute concerning fiscal year 2000 during
the fiscal year 2008.  A gradual improvement in business towards
the end of fiscal year 2008 has resulted in additional operating
cash outflow to increase inventory holding.

Capital expenditures decreased to $9.1 million for the year ended
April 30, 2008, from $17.7 million for the year ended April 30,
2007.  This decrease was due to the completion of construction and
relocation of Dongguan, China facilities in 2007.

For the year ended April 30, 2008, the company incurred capital
expenditures for the enhancement of our production equipment at
our Dongguan, China facilities.  For the year ended April 30,
2007, the company incurred capital expenditures to enhance its
production capability in meeting the requirements of its
customers' new package designs and on the facilitization of its
new manufacturing plant.  For the year ended April 30, 2006, the
company incurred capital expenditures for additional machinery and
equipment to meet the capacity requirements of its customers and
development of the new ERP and MES well as the facilitization of
its new manufacturing plant.

A full-text-copy of the company's annual financial report is
available for free at http://ResearchArchives.com/t/s?3489

                   About ASAT Holdings Limited

Headquartered in Pleasanton, California, ASAT Holdings Limited
(Nasdaq: ASTT) -- http://www.asat.com/-- provides semiconductor
package design, assembly and test services.  With 19 years of
experience, the company offers a definitive selection of
semiconductor packages and manufacturing lines.  ASAT's advanced
package portfolio includes standard and high thermal performance
ball grid arrays, leadless plastic chip carriers, thin array
plastic packages, system-in-package and flip chip.  ASAT was the
first company to develop moisture sensitive level one capability
on standard leaded products.

The company has operations in the United States, Hong Kong, China
and Germany.


AXS-ONE INC: September 30 Balance Sheet Upside-Down by $13.4MM
--------------------------------------------------------------
AXS-One Inc.'s balance sheet at Sept. 30, 2008, showed total
assets of $4.8 million, total liabilities of $18.2 million and
shareholders' deficit of $13.4 million.

Reported its financial results for the third quarter and nine
months ended Sept. 30, 2008.

The company reported a net loss of $2.0 million for the third
quarter of 2008 compared to a net loss of $4.6 million in the
third quarter of last year.

Total revenues for the third quarter of 2008 were $3.7 million, an
increase of $1.2 million or 47% from the third quarter 2007
revenues of $2.5 million.  License revenue for the third quarter
was $1.6 million, an increase of 186% compared to $0.5 million in
the third quarter of 2007.  Service revenue for the third quarter
was $2.1 million, an increase of $0.2 million or 9% from the third
quarter of 2007.  Total operating expenses for the third quarter
were $5.0 million, a decrease of 27% percent compared to $6.8
million in the third quarter of 2007.  The operating loss for the
third quarter of 2008 was $1.3 million, a $3.0 million or 70%
improvement from the third quarter 2007 operating loss of $4.3
million.

Additionally, the company disclosed that on Oct. 30, 2008, it
completed a $1.1 million convertible note financing led by
BlueLine Partners and William Jurika and including several AXS-One
board and management team members.  The notes, which are secured
by substantially all the assets of the company, mature on May 29,
2009, bear interest at the rate of 6 percent per year and are
convertible into AXS-One common stock at a $1.00 conversion price.

The company also issued warrants to the investors to purchase an
aggregate of 3,300,000 shares of common stock at an exercise price
of $0.01.  If all of the warrants are exercised and the entire
principal amount of the notes is converted into shares of common
stock, the average purchase price of such shares issued pursuant
to this financing will be $0.26 per share.  Proceeds of these
notes will be used to strengthen the company's balance sheet and
working capital position.

The net loss for the first nine months of 2008 was $6.7 million,
compared to a net loss of $10.9 million for the comparable prior-
year period.

For the first nine months of 2008, total revenues were
$11.0 million, an increase of 26% compared with total revenues of
$8.7 million for the first nine months of 2007.  License revenue
was $4.1 million, up 44% from the $2.8 million in license revenue
for the first nine months last year.  Total operating expenses
were $16.1 million for the first nine months of 2008, a decrease
of 17% from $19.4 million in the prior year.  The operating loss
narrowed to $5.2 million for the first nine months of 2008, down
from an operating loss of $10.7 million in the first nine months
of last year.

On October 30, 2008, AXS-One entered into a Convertible Note and
Warrant Purchase Agreement pursuant to which it sold and issued an
aggregate of $1,100,000 of Series E 6% Secured Convertible
Promissory Notes due May 29, 2009, together with warrants to
purchase an aggregate of 3,300,000 shares of common stock of the
company at an exercise price of $.01 per share.  Net proceeds to
the company after transaction expenses were approximately
$1,050,000.

A full-text copy of the company's third quarter financial report
is available for free at http://ResearchArchives.com/t/s?348e

                        About AXS-One Inc.

Headquartered in Rutherford, N.J., AXS-One (OTC BB: AXSO)
-- http://www.axsone.com/-- provides Records Compliance
Management software solutions.  The AXS-One Compliance Platform
enables organizations to implement secure, scalable and
enforceable policies that address records management for corporate
governance, legal discovery and industry regulations such as
SEC17a-4, NASD 3010, Sarbanes-Oxley, HIPAA, The Patriot Act and
Gramm-Leach Bliley.  AXS-One has offices worldwide including in
the United States, Australia, Singapore, United Kingdom and South
Africa.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 25, 2008,
Amper, Politziner, & Mattia, P.C., in Edison, N.J., expressed
substantial doubt about AXS-One Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm pointed to the company's losses from operations and
working capital deficiency.

The company generated losses from operations of $1,752,000 for the
three months ended March 31, 2008.  Additionally, the company was
not in compliance with its quarterly license revenue covenant as
of March 31, 2008.  The bank waived such violation and changed the
covenants for future periods from a minimum license revenue
covenant and minimum three month rolling net loss covenant to (a)
a minimum three month rolling EBITDA covenant, (b) minimum cash
and accounts receivable availability covenant and (c) a minimum
equity infusion covenant of $500,000.


BALDOR ELECTRIC: S&P Affirms 'BB-' Rating; Outlook Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Baldor
Electric Co. to negative from stable.  At the same time, S&P
affirmed its ratings on the company, including the 'BB-' long-term
corporate credit rating.  The company had total balance sheet debt
of about $1.3 billion at Sept. 27, 2008.

"The outlook revision reflects some concern over the reduced
headroom under covenants and the potential for deteriorating
credit measures due to a weakening operating environment," said
Standard & Poor's credit analyst Dan Picciotto.  Weaker economic
conditions in 2009 may pressure financial covenant levels and
relief could be expensive given the state of credit markets.
Still, Baldor has generated free cash flow, is aggressively
managing costs, and intends to pay down debt to maintain adequate
headroom.

The ratings on Baldor reflect the company's aggressive financial
risk profile following the acquisition of Rockwell Automation's
Power Systems business in early 2007 and the highly competitive
and cyclical industry in which the company operates.  This is
somewhat offset by the company's leading share in the domestic
industrial electric motors market, diversified end markets, and
good operating margin.

Baldor designs and manufactures motors (about 65% of sales), power
transmission systems (nearly 30%), and drives and generators (less
than 10%).

Through the Baldor and Reliance brands, the company has a leading
domestic share in the industrial electric motor market.  The
Baldor brand supports the company's good market position in lower
horsepower motors (less than 20 horsepower), and Reliance focuses
on higher-horsepower motors (more than 60 horsepower) serving
heavy industry.  The company offers mechanical power transmissions
products through the Dodge brand.

Baldor is exposed to cyclical demand for its products and competes
with large and well-capitalized companies such as General Electric
Co., Emerson Electric Co., and Siemens AG.  However, the company
benefits from its technical expertise and established distribution
channels, which afford some barriers to entry.  Baldor also has
good customer and end-market diversity, as it sells to thousands
of OEMs and distributors and into more than 160 different end
markets.  Geographic diversity is limited, with sales outside the
U.S. at less than 20% of total sales, but growth in developing
markets such as China and India presents an opportunity for
improvement.

S&P could lower the ratings if S&P considers a covenant violation
to be likely.  For instance, S&P could lower the ratings if
headroom under the total leverage covenant declines to about 5%
and operating performance fails to stabilize.  If the company does
negotiate relaxed covenant levels, S&P could still lower the
ratings if credit measures deteriorate such that FFO to debt falls
to below 10%.  S&P could consider an outlook revision to stable if
the company appears likely to maintain more than 10% headroom
under covenants and its FFO to debt approaches 15%, the low end of
S&P's expectation at the current rating.


BEAR STEARNS TRUST: S&P Affirms 'B' on Classes O, P & Q Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 27
classes of commercial mortgage pass-through certificates from Bear
Stearns Commercial Mortgage Securities Trust 2007-PWR18.

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

As of the Oct. 14, 2008, remittance report, the collateral pool
consisted of 187 loans with an aggregate trust balance of
$2.495 billion, compared with the same number of loans totaling
$2.502 billion at issuance. The master servicers, Wells Fargo N.A.
(Wells Fargo) and Prudential Asset Resources Inc. (Prudential),
reported financial information for 85% of the pool, which was
either full-year 2007 or interim 2008 data.  Based on this
information, Standard & Poor's calculated a weighted average debt
service coverage (DSC) of 1.38x for the pool, compared with 1.36x
at issuance.  The only delinquent loan in the pool ($9 million, 60
days delinquent) is also the only loan with the special servicer.
The trust has not experienced any losses to date.

The top 10 loans have an aggregate outstanding balance of
$982.8 million (39%) and a weighted average DSC of 1.43x, up from
1.34x at issuance.  Both DSC figures exclude the third-largest
loan, the Solo Cup Industrial Portfolio, due to nonreporting.  The
10th-largest loan is on the servicers' watchlist, but is not a
credit concern at this time.  Standard & Poor's reviewed the
property inspection report provided by Wells Fargo for the Norfolk
Marriott, the sixth-largest loan, which was the only inspection
report available for the top 10 loans.  The property was
characterized to be in "good" condition in the provided inspection
report.

Four loans had credit characteristics consistent with investment-
grade rated obligations at issuance.  The credit characteristics
of the GGP Portfolio ($156 million, 6%), Westridge Square Shopping
Center ($22 million), and Stor It Self Storage - Long Beach
($5 million) loans remain consistent with those of investment-
grade rated obligations.  The adjusted values for all the
properties securing the loans are consistent with S&P's values at
issuance.  The credit characteristics of the Aviata Apartments
loan ($27.5 million, 1%) are no longer consistent with those of
investment-grade rated obligations.

The Aviata Apartments loan has a trust balance of $27.5 million
and a whole-loan balance of $28.0 million.  The whole loan
consists of a $27.5 million A note that is included in the trust
and a $500,000 B note that is held outside of the trust.  The loan
is secured by the fee interest in a 456-unit garden-style
apartment complex in Las Vegas.  The property was built in 1998
and consists of 30 two-story buildings, a single-story rental
office building, and a single-story fitness center.  Amenities
include two swimming pools, a sauna and spa, laundry facility,
fitness center, and covered parking.  As of June 2008, reported
DSC was 1.67x (A-note only), and occupancy was 89.5%, compared
with 2.12x and 95.0%, respectively, at issuance.  The net cash
flow (NCF) for the Aviata Apartments has declined significantly
since issuance due to a decline in revenue and an increase in
expenses.

There are 13 loans ($159.4 million, 6.4%) in the pool that have
reported low DSCs, none of which are credit concerns.  The loans,
which range in size from $1.8 million to $47.0 million, are
secured by a variety of property types and have experienced a
weighted average decline in DSC of 28% since issuance.

These loans have significant debt service reserves or are secured
by properties that are in various stages of lease-up.  S&P expects
the net NCF available for debt service to improve in the future,
and these loans are not credit concerns at this time.

Wells Fargo and Prudential reported a watchlist of 25 loans
($338.1 million, 13.5%).  The largest loan on the watchlist and
the 10th-largest loan in the trust is the Park Avenue Apartments
loan ($47 million, 2%).  The loan is secured by a mixed use
retail/multifamily property located in Brooklyn, N.Y., which was
built in 1926 and last renovated in 2001.  The loan was placed on
the watchlist because it reported a low DSC of 0.97x as of year-
end 2007.  However, Standard & Poor's received an updated August
2008 rent roll.  Using this data, the loan should have an
interest-only DSC in excess of 1.0x. As of Dec. 31, 2007, the
occupancy was 91%.  Based upon the expected increase in DSC, the
loan is not a credit concern at this time.  The remaining 24 loans
on the watchlist, each of which has a balance of less than
$30 million, have reported either low occupancy or low DSC.

There is one loan with the special servicer, Centerline Inc.  The
Mix at Southbridge loan ($9.0 million, 60-days delinquent) is
secured by the fee interest in a 20,942-square-feet condominium
retail property located in Scottsdale, Ariz.  As of June 2008, the
loan reported a DSC of 1.17x, and occupancy was 75%, down from a
reported year-end 2007 DSC of 1.53x and occupancy of 99%.  The
loan was transferred to Centerline on Oct. 21, 2008, due to
payment default.  At this time, Standard & Poor's expects a
moderate loss upon the ultimate resolution of the asset.

Standard & Poor's identified four collateral properties in areas
affected by Hurricane Ike, none of which are on the servicers'
watchlist.  The master servicers notified S&P that three
properties ($28 million loan balance, 1% of the pool) either did
not sustain any damage or sustained minor damage that is already
under repair.  The Marriott Houston Westchase ($76.8 million, 3%),
reported significant water and roof damage, and repairs are
estimated at $1.8 million.  All of the affected properties have
casualty insurance that should offset repair costs.  Standard &
Poor's will review information for these loans as it becomes
available.

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

                         Ratings Affirmed

Bear Stearns Commercial Mortgage Securities Trust 2007-PWR18
Commercial mortgage pass-through certificates series 2007-PWR18

   Class    Rating             Credit enhancement (%)
   -----    ------             ----------------------
   A-1       AAA                                30.11
   A-2       AAA                                30.11
   A-3       AAA                                30.11
   A-AB      AAA                                30.11
   A-4       AAA                                30.11
   A-1       AAA                                30.11
   A-M       AAA                                20.07
   AM-A      AAA                                20.07
   A-J       AAA                                11.42
   AJ-A      AAA                                11.42
   B         AA+                                10.41
   C         AA                                  9.41
   D         AA-                                 8.66
   E         A+                                  7.65
   F         A                                   6.90
   G         A-                                  5.90
   H         BBB+                                5.02
   J         BBB                                 4.27
   K         BBB-                                3.26
   L         BB+                                 2.89
   M         BB                                  2.51
   N         BB-                                 2.13
   O         B+                                  1.88
   P         B                                   1.76
   Q         B-                                  1.63
   X-1       AAA                                 N/A
   X-2       AAA                                 N/A

                      N/A -- Not applicable.


BOSCOV'S INC: Selling Most Assets to Boscov/Lakin Families
----------------------------------------------------------
Boscov's Department Store LLC signed an Asset Purchase Agreement
for the sale of substantially all of its assets to a family group
led by Albert Boscov and Edwin Lakin.  Boscov's also disclosed
that the company has formally terminated the agreement with Versa
Capital Management, Inc.

"On behalf of the company, I am very pleased that we have been
able to sign an APA that has the support of the Official Creditors
Committee," Ken Lakin, chairman and CEO, said.  "I believe that
this agreement maximizes the value of our business and the return
to our creditors.  It also provides certainty about the future
direction of our company.  As we move toward the completion of our
restructuring process, Boscov's will be well-capitalized and have
the resources to build a stronger and more competitive business."

The Boscov/Lakin families have had positive discussions regarding
funding for the transaction and believe that they will soon be
able to conclude a formal financing agreement.  The company hopes
to receive approval from the United States Bankruptcy Court for
the District of Delaware and to close the transaction prior to the
end of November.  A hearing on the sale is scheduled for November
13 before Judge Kevin Gross.

                     About Boscov's Inc.

Headquartered in Reading, Pennsylvania, Boscov's Inc. --
http://www.boscovs.com/-- is America's largest family-owned
independent department store, with 49 stores in Pennsylvania, New
York, New Jersey, Maryland, Delaware and Virginia.

Boscov's Inc. and its debtor-affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Case No.: 08-11637).

Judge Kevin Gross presides over the cases.

David G. Heiman, Esq., and Thomas A. Wilson, Esq., at Jones Day,
serve as the Debtors' lead counsel.  The Debtors' financial
advisor is Capstone Advisory Group and their investment banker is
Lehman Brothers, Inc.  The Debtors' claims agent is Kurtzman
Carson Consultants L.L.C.

Boscov's listed assets of $538 million and liabilities of
$479 million in its bankruptcy filing.

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


BRADKEN INC: S&P CC Rating Raised to 'B+' From 'B'
--------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Kansas
City, Mo.-based Bradken Inc. (Bradken; formerly AmeriCast
Technologies Inc.), including the corporate credit rating to 'B+'
from 'B', and removed them from CreditWatch.  The ratings were
originally placed on CreditWatch with positive implications on
Aug. 22, 2008, after unrated Bradken Ltd., an Australia-based
public company, acquired Bradken.

"The upgrade reflects the acquisition by Bradken Ltd. and the
benefit of inclusion in a larger consolidated entity," said
Standard & Poor's credit analyst Sarah Wyeth.

The ratings on Bradken reflect a highly leveraged financial
profile stemming from last year's leveraged acquisition of Atlas
Castings, and Bradken's participation in the fragmented and highly
cyclical U.S. foundry industry.

Bradken, which has about $340 million in revenue (pro forma for
the recent acquisition of AG Anderson and the divestiture of
Prospect Foundry), is an independent metal casting company that
provides steel and iron castings to industrial manufacturing
companies.  About 90% of its mix consists of steel-based products.
The company generates revenue primarily from the sale of large
complex castings and, to a lesser extent, from small castings,
which are more vulnerable to competition from imports.  The
company has seven manufacturing facilities in the U.S. and two in
Canada, and one small logistics business in China that sources
products from outside North America for its clients.

Although most sales are to North American customers, a significant
portion of the end products is exported. Bradken's primary end
markets are energy (37% of revenue), mining and heavy construction
(30%), and locomotive and transit (22%).  Military, material
handling equipment, and industrial equipment make up the
remainder.  The company's customer base is highly concentrated;
the top five customers make up about half of total sales.
However, Bradken has sole-source relationships with and sells
multiple products to many of the large U.S.-based multinational
manufacturers and municipal entities that make up its customer
base.

Bradken has long-standing relationships with its largest
customers, and some have partnered with the company to develop
products and secure production capacity.  Good demand in several
of Bradken's primary end markets and capacity constraints in the
U.S. foundry industry have promoted revenue growth.  The company
has generated fair operating margins. Standard & Poor's Ratings
Services expects Bradken to maintain its current margins as long
as capacity is constrained.

S&P expects the company to continue generating stable operating
margins as long as its end markets remain favorable.  S&P could
raise the rating or revise the outlook to positive if Bradken
increases FOCF as a percentage of debt to above 5% and sustains
that level through a downturn.  On the other hand, S&P would
consider revising our outlook to negative or lowering our rating
if financial leverage increases through debt-financed acquisitions
or dividends.


BROOKE CAPITAL: Holding Co. Buyer Backs Out; 70 Workers Fired
-------------------------------------------------------------
The Kansas City Star reports that a prospective buyer for Brooke
Capital Corp.'s financial services holding company, Brooke Corp.,
has withdrawn its offer to buy the firm.

According to The Kansas City Star, Brooke Capital filed for
Chapter 11 bankruptcy protection to prepare for a possible sale to
Lysle Davidson -- an insurance agent from Johnson City -- and
Terry Nelson, First State Bank's vice chairperson.   The offer was
contingent on 350 agencies remaining in the network, The Kansas
City Star relates, citing Mr. Nelson.  Messrs. Davidson and
Nelson, says the report, abandoned plans of acquiring Brooke's
insurance network, saying that there weren't enough agencies left.
The report states that many of Brooke's agents have secured
releases from their franchise agreements.

As a result, Brooke Corp. laid off almost 70 employees, The Kansas
City Star relates.  Brooke Corp. kept a skeletal staff at its
Overland Park headquarters and at its support operations in
Phillipsburg.

Headquartered in Kansas, Brooke Corp. (NASDAQ: BXXX) --
http://www.brookebanker.com-- is an insurance agency and finance
company.  The company owns 81% of Brooke Capital.  The majority of
the company's stock was owned by Brooke Holding Inc., which, in
turn was owned by the Orr Family.  A creditor of the family, First
United Bank of Chicago, was foreclosed on the BHI stock.  The
company's revenues are generated from sales commissions on the
sales of property and casualty insurance policies, consulting,
lending and brokerage services.

Brooke Corp. and its affiliate, Brooke Capital Corp. filed for
Chapter 11 protection on Oct. 28, 2008 (Bankr. D. Kan. Case No.
08-22786).  Angela R Markley, Esq., is the Debtors' in-house
counsel.  The Debtors listed assets of $512,855,000 and debts of
$447,382,000.


BRUGNARA PROPERTIES: Files for Chapter 11 in San Francisco
----------------------------------------------------------
According to Bloomberg News, Brugnara Properties I LP sought
Chapter 11 protection from creditors on Oct. 31, before the U.S.
Bankruptcy for the Northern District of California in San
Francisco.

Bloomberg's Bill Rochelle says the company's owner, Luke D.
Brugnara, was indicted in April for filing tax returns that didn't
disclose capital gains on the sales of properties.

The case is In re Brugnara Properties I LP, 08-32073, U.S.
Bankruptcy Court, Northern District of California (San Francisco).

In its bankruptcy petition, it listed assets of $50.2 million and
debt totaling $41.5 million, almost all of which is secured.

                          About Brugnara

Brugnara Properties owns a 150,000-square-foot building at 351
California Street near the Embarcadero Center in San Francisco.


BTWW RETAIL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: BTWW Retail, L.P.
        1130 Dragon Street, Suite 100
        Dallas, TX 75207

Bankruptcy Case No.: 08-35725

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
CWR Workwear Depot, LLC                            08-35727

Corral West Ranchwear, LLC                         08-35731

Corral West Ranchwear Catalog, LLC                 08-35734

Type of Business: The Debtors own and operate more than 130
                  western, equine and workwear stores throughout
                  the United States.
                  See: http://btwwretail.com/

Chapter 11 Petition Date: November 3, 2008

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Alexandra P. Olenczuk, Esq.
                  aolenczuk@warnerstevens.com

                  Michael D. Warner, Esq.
                  bankruptcy@warnerstevens.com
                  Warner Stevens LLP
                  301 Commerce St., Ste. 1700
                  Fort Worth, TX 76102
                  Tel: (817) 810-5261
                       (817) 810-5250
                  Fax: (817)810-5255

Financial Advisor: Clear Thinking Group LLC led by Alan Minker as
                   chief restructuring officer

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Wrangler/VF Jeanswear          trade debt        $2,970,305
Attn: Paul Dascoli
400 North Elm Street
Greensboro, NC 27401

Arena Brands                   trade debt        $1,343,120
Attn: Tom Hough, CFO
601 Marion Drive
Garland, TX 75042

Ariat International Inc.       trade debt        $1,662,445
Attn: Ken La Honta, CFO
3747 Whipple Road
Union City, CA

Rocky Mountain Clothing        trade debt        $931,252
Attn: David Dean
8500 Zuni Street
Denver, CO 80260

Justin Brands                  trade debt        $891,059
Attn: Herbert A. Beckwith
610 West Dagget Street
Forth Worth, TX 76104

Westmoor Manufacturing Co.     trade debt        $658,204
Attn: Tom McCollough, CFO
P.O. Box 162749
Fort Worth, TX 76161

M&F Western Products Inc.      trade debt        $614,183
Attn: Paul Eddins, CFO
1203 Holiday Drive
Sulphur Springs, TX 75483

CIT                            trade debt        $592,421
P.O. Box 1036
Charlotte, NC 28201

Durango/DIV of Rocky Brands    trade debt        $298,453

Georgia Boot/DIV Rocky         trade debt        $314,482
Brands

Montana Silversmiths           trade debt        $312,519

Leegin/Brighton Accessories    trade debt        $305,933

Levis Strauss Credit Corp.     trade debt        $298,139

Karman Inc.                    trade debt        $284,522

Jama Corp. Overseas Inc.       trade debt        $288,952

Rocky Footwear                 trade debt        $259,647

Milano Hat Company Inc.        trade debt        $193,181

Master Hatters of Texas Inc.   trade debt        $177,092

Kenco Fashion                  trade debt        $154,445

Timberland Pro                 trade debt        $160,867


BTWW RETAIL: Chapter 11 Filing Blames Financial Crisis
------------------------------------------------------
BTWW Retail Inc. along with three of its affiliates filed a
voluntary petition under Chapter 11 in the U.S. Bankruptcy Court
for the Northern District of Texas citing financial difficulties.

The Chapter 11 filing came after Wells Fargo said on Oct. 23,
2008, that it had no further obligation to advance funds to the
company under a credit agreement, but it would provide debtor-in-
possession financing under certain terms and conditions.  Before
it filed for bankruptcy, RCS Real Estate Advisors was retained by
the company as its real estate consultant to assist in the
negotiation regarding the termination and assignment of leases of
the company's underperforming stores.

Wells Fargo Retail Finance LLC agreed to provide to the company as
much as $27 million in postpetition financing under a revolving
loan facility under the debtor-in-possession financing agreement
dated Nov. 3, 2008.  The company owes Wells Fargo approximately
$22.6 million before it filed for bankruptcy.

The proceeds of the loan will be used to fund working capital and
other expenses of the company.  However, the company will not be
allowed to access the proceeds of the loans for repayment of
prepetition debts if the company fails to receive an offer to
purchase its assets on a going concern.  The loan will incur
interest rate at 3.5% per annum.

The company listed assets and debts between $50 million and
$100 million each in its filing.  It owes about $12.5 million to
its unsecured creditors including (i) Wrangler/VF Jeanswear owing
$2,970,305 in trade debt; (ii) Arena Brands owing $1,343,120 in
trade debt; (iii) Ariat International Inc. owing $1,662,445 in
trade debt; and (iv) Rocky Mountain Clothing owing $931,252 in
trade debt.

The company can file its schedules of assets and debts, and
statement of financial affairs by Nov. 18, 2008.

The company selected Warner Stevens LLP as it counsel and Clear
Thinking Group LLC led by Alan Minker as financial advisor.
Larry Hager resigned as the company's chief executive officer on
Oct. 21, 2008.

                         About BTWW Retail

Headquartered in Dallas, Texas, BTWW Retail Inc. --
http://btwwretail.com/-- owns and operates more than 130 western,
equine and workwear stores throughout the United States.  The
company has about 1,000 employees.  The company was originally
formed as a corporation, Boot Town Inc., under the laws of the
State of Texas in 1975.  The capital stock of Boot Town was owned
and operated by Harold Pink and members of its family.
Boot Town filed for relief under Chapter 11 in the United
States Bankruptcy Court for the Northern District of Texas
(Case No. 03-81845) on Nov. 17, 2003.  Boot Town closed six stores
and leaving 16 operating stores.  Boot Town delivered an amended
joint Chapter 11 plan of reorganization dated June 16, 2004,
wherein LKCM Capital Partners purchased 100% of the company's
stock and all payments were made under the plan.  Boot Town
changed its name to BTWW Retal Inc. as a result.  The Court
entered a final decree and order closing the case on April 1,
2005.


CANYON CAPITAL: S&P Affirms 'BB' Rating of Class D Securities
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class A-1-A, A-1-B, A-2-A, A-2-B, B, C, and D notes issued by
Canyon Capital CLO 2004-1 Ltd., a cash flow arbitrage
collateralized loan obligation (CLO) of high-yield loan
transaction managed by Canyon Capital Advisors LLC.  At the same
time, S&P removed the rating on class D from CreditWatch, where it
was placed with negative implications on Sept. 17, 2008.

S&P previously placed the rating on class D on CreditWatch due to
its potential exposure to Lehman Bros. Special Financing Inc.,
which acts as the class D coupon swap counterparty.  The
affirmation follows S&P's review and analysis of the current
collateral portfolio and is based on S&P's view that the class D
note has sufficient credit enhancement available to support the
current rating without the benefit of the class D coupon swap.

      Rating Affirmed and Removed From CreditWatch Negative

Canyon Capital CLO 2004-1 Ltd.

                       Rating

   Class              To                  From
   -----              --                  ----
   D                  BB                  BB/Watch Neg

                         Ratings Affirmed

Canyon Capital CLO 2004-1 Ltd.

   A-1-A              AAA
   A-1-B              AAA
   A-2-A              AAA
   A-2-B              AAA
   B                  A+
   C                  BBB

Transaction Information

Issuer:              Canyon Capital CLO 2004-1 Ltd.

Collateral manager:  Canyon Capital Advisors LLC.

Underwriter:         Lehman Bros. Inc.

Trustee:             Deutsche Bank Trust Co. Americas

Transaction type:    Cash flow arbitrage high-yield CLO


CAPCO ENERGY: Committee Protests $800K Sale of Mineral Assets
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Capco Energy Inc.
objects to the sale of the company's remaining mineral interests,
Bloomberg News reports.

The Committee argues that the sale will generate between $570,000
and $800,000, which amount will not improve the unsecured
creditors' recovery, according to Bloomberg.

Headquartered in Houston, Texas, Capco Energy Inc. --
http://www.capcoenergy.net-- is a publicly traded oil & gas
exploration and production company, which explores for, acquires,
develops, and operates oil and gas producing properties in the
Gulf of Mexico, Texas, and Mid-Continent areas of the United
States.  The company and six of its affiliates filed for Chapter
11 protection on April 7, 2008 (Bankr. S.D. Tex. Lead Case No.
08-32282).  Craig Harwyn Cavalier, Esq., at Law Offices of Craig
Cavalier, represents the Debtors in their restructuring efforts.
The U.S. Trustee for Region 7 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets and
debts between $1 million to $10 million each.


CARBONE COS: Gets Court's Final Approval to Use Cash Collateral
---------------------------------------------------------------
Erik Larson of Bloomberg News reports that the Hon. Randolph
Baxter of the United States Bankruptcy Court for the Northern
District of Ohio authorized Carbone Companies Inc. to, on a final
basis, cash collateral for its operations.

According to Mr. Larson, the Debtor's largest lender Firth Third
Bancorp opposed the request but the Court rejected the banks'
argument that assets securing its $14.1 million claim will
diminished by the Debtor's operation.  Judge Baxter said the bank
is adequately protected, Mr. Larson continued.

To recall, the bank asked the Court to convert the Debtor's
Chapter 11 reorganization case to a Chapter 7 liquidation
proceeding, arguing that the Debtor was mismanaged and sought
relief under Chapter 11 in order to evade a $15.2 million
judgment.

                      About Carbone Companies

Cleveland, Ohio-based Carbone Companies, Inc., dba R.P. Carbone
Company, provides construction management services.  Carbone
Companies, Inc. and Carbone Properties, LLC filed for Chapter 11
relief on Sept. 4, 2008 (Bankr. N.D. Oh. Lead Case No. 08-16786).
Judge Randolph Baxter presides over the case.  Harry W.
Greenfield, Esq., at Buckley King, A Legal Professional
Association, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, each listed assets of between $10 million and
$50 million, and debts of between $10 million to $50 million.

The Debtors disclosed in court documents that two other
affiliates, Rancho Manana Ventures, LLC and Carbone Properties of
Audubon, LLC have pending bankruptcy cases filed in other District
Courts.

Based in Cave Creek, Ariz., Rancho Manana Ventures, LLC filed for
Chapter 11 relief of Aug. 13, 2008 (D. Ariz. Case No. 08-10441).
Thomas E. Littler, Esq., at Warnicke & Littler, P.L.C., represents
the Debtor as counsel.  When the Debtor filed for protection from
its creditors, it listed assets of between $1 million and
$10 million, and debts of between $10 million and $50 million.

The U.S. Trustee told the Court that as there has not been a
sufficient showing of creditor interest, a committee of unsecured
creditors has not been appointed in the Debtor's bankruptcy case.

Based in New Orleans, La., Carbone Properties of Audubon, LLC
filed for Chapter 11 relief on Dec. 12, 2007 (Bankr. E.D. La.
07-12470).  Douglas S. Draper, Esq., at Heller, Draper, Hayden,
Patrick & Horn, L.L.C., represents the Debtor as counsel.  When
the Debtor filed for protection from its creditors, it listed
assets of between $1 million and $10 million, and debts of between
$10 million and $50 million.


CD 2007-CD5: S&P Affirms 'B' Ratings on Classes O, P & Q Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 27
classes of commercial mortgage pass-through certificates from CD
2007-CD5 Mortgage Trust.

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

As of the Oct. 17, 2008, remittance report, the collateral pool
consisted of 161 loans with an aggregate trust balance of
$2.090 billion, compared with the same number of loans totaling
$2.094 billion at issuance.  The master servicers, Capmark Finance
Inc. (Capmark) and KeyBank Real Estate Capital (KeyBank), reported
financial information for 62% of the pool; 37% of the reported
information was full-year 2007 data, and the remainder was
interim-2008 data.  Standard & Poor's calculated a weighted
average debt service coverage (DSC) of 1.46x for the pool,
compared with 1.35x at issuance.  There is one delinquent loan
($3.5 million, 0.2%) in the pool, which is with the special
servicer, LNR Partners Inc. (LNR).  The trust has not experienced
any losses to date.

The top 10 loans have an aggregate outstanding balance of
$827.9 million (40%) and a weighted average DSC of 1.51x, up from
1.37x at issuance.  The master servicers did not provide recent
inspection reports for any of the assets underlying the top 10
exposures.

The credit characteristics of the Georgian Towers, Two Journal
Square, Seattle Space Needle, Old National Town Center, 12144
Ventura Office Building, and Town Center Self Storage loans are
consistent with those of investment-grade rated obligations.
Details of the two largest loans are:

   -- Georgian Towers is the sixth-largest loan, with a trust
      balance of $58.0 million (3%) and a whole-loan balance of
      $185.0 million.  The interest-only loan is split into two
      senior pari passu notes, one of which serves as trust
      collateral in the COMM 2007-C9 transaction.  In addition,
      the borrower's equity interest is secured by $30.0 million
      of mezzanine debt.  The loan is secured an 890-unit
      multifamily property in Silver Springs, Md.  The property is
      undergoing a major renovation and repositioning. For the
      period ended June 30, 2008, the property was 94% leased, and
      the in-place rent was 11% higher than Standard & Poor's
      expectations at issuance.  Standard & Poor's adjusted
      valuation is comparable with its level at issuance.

   -- Two Journal Square is the ninth-largest loan in the pool,
      with a trust balance of $39.5 million (2%). The loan is
      secured by the fee and leasehold interest in a 276,164-
      square-feet office building in Jersey City, N.J. For the
      period ended June 30, 2008, the property was 94% leased, and
      the DSC was 2.33x.  Automatic Data Processing Inc.
      (AAA/Stable/A-1+) leases 91% of the net rentable area and
      subleases the space to Broadridge Financial Solutions Inc.
      (BB/Negative/B), but remains the guarantor under the lease.

The Burchwood loan ($3.5 million, 0.2%) is the only loan with LNR
and was transferred to the special servicer on Oct. 24, 2008, due
to imminent default.  The loan is currently 30-days delinquent and
is secured by a 72-unit multifamily property in Hot Springs, Ark.
The DSC was reported to be 0.90x for the year ended Dec. 31, 2007.

Standard & Poor's has credit concerns with one ($3.8 million) of
the eight loans ($98.3 million, 5%) in the pool that have reported
low DSCs, excluding those with the special servicer.  The loan
that is a credit concern is secured by a mixed-use property and
has experienced an increase in operating expenses.  The eight
loans with low DSCs are secured by a variety of property types
with an average balance of $12.3 million and have experienced a
weighted average decline in DSC of 28% since issuance.  S&P used
the DSC at issuance on an as-is basis to calculate the decline for
loans with DSCs that S&P had expected to stabilize over a period
of time.  The seven loans that are not credit concerns have
significant debt service reserves or are in various stages of
lease-up, and S&P expects the net cash flow available for debt
service to improve in the future.

Standard & Poor's identified three loans ($167.3 million; 8%)
backed by properties in areas affected by Hurricane Ike.  The
properties have suffered minimal damage.

Capmark and KeyBank reported a watchlist of six loans
($98.5 million, 5%).  Standard & Poor's stressed the loans on the
watchlist and the other loans with credit issues as part of its
analysis.  The resultant credit enhancement levels support the
affirmed ratings.

                         Ratings Affirmed

CD 2007-CD5 Mortgage Trust

Commercial mortgage pass-through certificates

  Class    Rating            Credit enhancement (%)
  -----    ------            ----------------------
  A-1      AAA                                30.06
  A-1A     AAA                                30.06
  A-2      AAA                                30.06
  A-3      AAA                                30.06
  A-4      AAA                                30.06
  A-AB     AAA                                30.06
  AM       AAA                                20.04
  A-MA     AAA                                20.04
  AJ       AAA                                13.40
  A-JA     AAA                                13.40
  B        AA+                                12.40
  C        AA                                 11.40
  D        AA-                                10.40
  E        A+                                  9.52
  F        A                                   8.64
  G        A-                                  7.64
  H        BBB+                                6.51
  J        BBB                                 5.39
  K        BBB-                                4.38
  L        BB+                                 3.13
  M        BB                                  2.76
  N        BB-                                 2.51
  O        B+                                  2.25
  P        B                                   2.00
  Q        B-                                  1.88
  XS       AAA                                  N/A
  XP       AAA                                  N/A

                      N/A -- Not applicable


CGCMT 2007-C6: Fitch Affirms B Ratings on Classes O, P & Q Certs.
-----------------------------------------------------------------
Fitch Ratings has affirmed and assigned Ratings Outlooks to CGCMT
2007-C6 Mortgage Trust, commercial mortgage pass-through
certificates:

   -- $146.9 million class at A-1 'AAA'; Outlook Stable;
   -- $259 million class A-2 at 'AAA'; Outlook Stable;
   -- $387 million class A-3 at 'AAA'; Outlook Stable;
   -- $126.3 million class A-3B at 'AAA'; Outlook Stable;
   -- $140 million class A-SB at 'AAA'; Outlook Stable;
   -- $1.573 billion class A-4 at 'AAA'; Outlook Stable;
   -- $200 million class A-4FL at 'AAA'; Outlook Stable;
   -- $488.9 million class A-1A at 'AAA'; Outlook Stable;
   -- $425.6 million class A-M at 'AAA'; Outlook Stable;
   -- $50 million class A-MFL at 'AAA'; Outlook Stable;
   -- $248.3 billion class A-J at 'AAA'; Outlook Stable;
   -- $150 million class A-JFL at 'AAA'; Outlook Stable;
   -- Interest-only class X at 'AAA'; Outlook Stable;
   -- $23.8 million class B at 'AA+'; Outlook Stable;
   -- $71.3 million class C at 'AA'; Outlook Stable;
   -- $35.7 million class D at 'AA-'; Outlook Stable;
   -- $29.7 million class E at 'A+'; Outlook Stable;
   -- $35.7 million class F at 'A'; Outlook Stable;
   -- $47.6 million class G at 'A-'; Outlook Stable;
   -- $53.5 million class H at 'BBB+'; Outlook Stable;
   -- $65.4 million class J at 'BBB'; Outlook Stable;
   -- $53.5 million class K at 'BBB-'; Outlook Negative;
   -- $11.9 million class L at 'BB+'; Outlook Negative;
   -- $11.9 million class M at 'BB'; Outlook Negative;
   -- $17.8 million class N at 'BB-'; Outlook Negative;
   -- $11.9 million class O at 'B+'; Outlook Negative;
   -- $5.9 million class P at 'B'; Outlook Negative;
   -- $5.9 million class Q at 'B-'; Outlook Negative.

Fitch does not rate the $71.3 million class S certificates.
The affirmations reflect limited scheduled amortization and stable
performance since issuance. The Rating Outlooks reflect the likely
direction of ratings over the next one to two years. As of the
September 2008 distribution date the transaction's outstanding
principal balance has been reduced by 0.2% to $4.75 billion from
$4.76 billion at issuance.

Fitch has identified 15 loans of concern (5.25% of the pool), five
of which are specially serviced loans (0.47%). The largest
specially serviced loan (0.16%) is collateralized by an extended-
stay hotel in Pensacola, FL. The property had been a major
provider of off-base housing for the military until August 2007,
when the U.S. Navy notified the borrower that it had sufficient
on-base housing.

The second largest specially serviced loan (0.16%) is
collateralized by an 81,200 square foot (SF) retail property in
Gilbert, AZ. The property is 100% leased by Mervyn's, which is in
bankruptcy and recently announced that it would be closing all of
its stores by early next year. Fitch expects losses to be absorbed
by the non-rated class S.

The largest loan of concern, the Hyde Park Apartment Portfolio
(2.6%), is a 43 building multifamily portfolio with 951 units
located in the Hyde Park neighborhood of Chicago, IL. The property
is undergoing a three-phase renovation, which is not expected to
be completed until spring 2010. Cash flow is insufficient to cover
debt service given low occupancy levels while units are being
renovated as well as high operating expenses. The servicer
reported year-end (YE) 2007 debt service coverage ratio (DSCR) was
0.10 times (x). Interest reserves have been depleted, but the loan
remains current.

Fitch reviewed year-end (YE) 2007 operating statement analysis
reports for the transaction's three shadow rated loans (3.9%): Ala
Moana Portfolio (2.1%), IAC - California & Washington Industrial
Portfolio (1%), and IAC - Oregon Industrial Portfolio (0.7%). The
loans are performing as expected and maintain their investment
grade shadow ratings.

The largest shadow rated loan, Ala Moana Portfolio (2.1%), is
secured by the fee interest in a 1.9 million SF retail and office
development in Honolulu, HI. Ala Moana Center is one of the most
productive retail assets in the nation, with sales for in-line
tenants consistently exceeding $1,000 per square foot. The retail
portion of the collateral is occupied by nearly 275 tenants, while
the office portion is occupied by 184 tenants. The mall is
sponsored and operated by General Growth Properties. Occupancy as
of December 2007 was 94%, in-line with 93.5% at issuance.


CHESAPEAKE CORP: Gets Forbearance for $250MM Loan Until Dec. 10
---------------------------------------------------------------
Chesapeake Corporation signed a forbearance agreement with certain
lenders under its $250-million Senior Secured Credit Facility
until Dec. 10, 2008.

Under the agreement, certain "required lenders" have agreed that
they will forbear from exercising their rights and remedies
against the corporation and its subsidiaries in respect of
existing financial condition covenant defaults under the Senior
Secured Credit Facility.  The period of the lenders' forbearance
will continue until Dec. 10, 2008, subject to the borrowers'
compliance with the terms and conditions of the forbearance
agreement.

"Despite adverse conditions in global financial markets, we
continue to make progress on our financial restructuring," said
Andrew J. Kohut, Chesapeake president and chief executive officer.
"In addition to the previously announced negotiations with an ad
hoc committee of holders of our subordinated debt, we are also
engaged in discussions with others on possible alternative
financial restructuring opportunities.  The forbearance agreement
provides us additional time to finalize arrangements for the
short- and long- term financial liquidity and financial
restructuring we need."

The agreement of the lenders is subject to compliance by
Chesapeake and its subsidiary borrowers under the Senior Credit
Facility with the terms and conditions set fort in the forbearance
agreement.  The forbearance agreement requires that the
corporation and the other borrowers deliver to the Senior Credit
Facility Administrative Agent at various milestones during the
forbearance period certain information with respect to the
corporation's financial position, business operations and ongoing
restructuring process, including details regarding the development
of plans for interim financing to provide adequate liquidity for
the corporation to continue operations.

The corporation expects to be able to comply with the requirements
of the forbearance agreement, but if it is not able to do so, or
the forbearance agreement expires, the lenders under the Senior
Secured Credit Facility could require immediate payment of all
amounts outstanding under the Senior Secured Credit Facility,
terminate their commitments to lend under the Senior Secured
Credit Facility and, pursuant to cross-default provisions in many
of the instruments that govern other outstanding indebtedness of
the corporation, immediate payment of our other outstanding
indebtedness could be required, all of which would have a material
adverse effect on the business, results of operations and
financial condition of the corporation and would raise substantial
doubts about our ability to continue as a going concern.

                   About Chesapeake Corporation

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

                         *     *     *

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

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


CHRYSLER LLC: Sales Drop 35% to 94,530 Vehicles in October
----------------------------------------------------------
Chrysler LLC said in a statement that its sales declined 35% to
94,530 vehicles in October 2008, from 145,316 in October 2007.

According to Bill Koenig at Bloomberg News, sales of Chrysler's
Ram large pickup dropped 29% this year, compared to 2007.

                 Declines in U.S. Auto Sales

According to Bloomberg, auto sales in the U.S. declined 32% in
October to the lowest monthly total since January 1991, as reduced
access to loans and a weaker economy discouraged consumers.
Autodata, says Bloomberg, said that October 2008 total sales
dropped to 838,156 from 1.23 million.

Bloomberg reports that Ford Motor Co. said that its car and light-
truck sales dropped 30% this year, from a year earlier.

Ford Motor's cars and light truck sales dropped to 132,248, from
189,360, Bloomberg relates, citing Autodata Corp.  Sales of Ford,
Lincoln, and Mercury brands declined 30% for trucks and 27% for
cars, according to the report.  Ford's sales, says the report,
included declines of 58% for the Edge wagon and 18% for the Focus
small car.  The report states that Focus sales had increased most
of the year after U.S. gasoline prices peaked at more that $4 a
gallon in July and averaged 26% higher than in 2007.  Bloomberg
states that sales of Ford's F-Series pickups dropped 16% in
October 2008, compared to 2007.

Bloomberg relates that Toyota reported that its sales dropped 23%
to 152,101 this year, compared to 197,592 last year.  Honda sold
85,864 cars and light trucks, dropping 25% from 114,799 in 2007,
Bloomberg says, citing Honda spokesperson Kurt Antonius.  Nissan's
U.S. vice president of Nissan-brand sales, Al Castignetti, said
that the company's sales declined 33% to 56,945 vehicles,
Bloomberg states.

As reported in the Troubled Company Reporter on Nov. 4, 2008,
General Motors Corp. dealers in the U.S. delivered 170,585
vehicles in October, down 45% compared with a year ago.  GM truck
sales of 97,119 were down 51% and car sales of 73,466 were off
34%.

According to Bloomberg, Ford Motor's worldwide marketing chief Jim
Farley said on a conference call that industry sales in the first
half of 2009 will be "sobering."  Ford Motor's sales analyst
George Pipas also said on the conference call that sales may fall
to fewer than 14 million vehicles in 2008, from 16.1 million in
2007, the report states.

Some automakers, according to Bloomberg, said that sales might
improvement in November and December because of the U.S.
presidential election and end-of-the-year promotions.

Bloomberg relates that Mr. Farley said, "Most manufacturers will
start year-end promotions in early November.  The true test will
come in the first quarter of next year, the first half of next
year."

                    About Chrysler LLC

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

                       *     *     *

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

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


CITIGROUP COMMERCIAL: S&P Keeps Mortgage Trust Rtngs on 28 Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 28
classes of commercial mortgage pass-through certificates from
Citigroup Commercial Mortgage Trust 2007-C6.

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

As of the Oct. 10, 2008, remittance report, the collateral pool
consisted of 318 loans with an aggregate trust balance of
$4.747 billion, compared with the same number of loans totaling
$4.756 billion at issuance.  The master servicers, Midland Loan
Services Inc. (Midland), Wachovia Bank N.A. (Wachovia), and
Capmark Finance Inc. (Capmark), reported financial information for
94% of the pool.  Eighty-seven percent of the servicer-provided
information was full-year 2007 data.  Based on this data, Standard
& Poor's calculated a weighted average debt service coverage (DSC)
of 1.39x for the pool, down from 1.41x at issuance.  There are
four delinquent loans ($14.9 million, 0.3%) with the special
servicer, CW Capital Asset Management LLC (CW Capital).  To date,
the trust has not experienced any losses.

The top 10 loans have an aggregate outstanding balance of
$1.380 billion (29%) and a weighted average DSC of 1.29x, down
from 1.49x at issuance.  Standard & Poor's reviewed property
inspections provided by the master servicer for five of the assets
underlying the top 10 exposures.  All were characterized as
"good."

Three loans had credit characteristics consistent with those of
investment-grade rated obligations at issuance, including the IAC-
CA & WA Industrial Portfolio, with a trust balance of
$49.0 million (1%), the IAC-Oregon Industrial Portfolio, with a
trust balance of $35.0 million (0.7%), and the Ala Moana
Portfolio, with a trust balance of $100.0 million (2%).  The
adjusted valuations for the properties securing these loans are
consistent with the valuations at issuance.  Details of the sixth-
largest loan in the pool, which had credit characteristics
consistent with investment-grade rated obligations, are:

     -- The Ala Moana portfolio loan has a trust balance of
        $100.0 million (2%) and a whole-loan balance of
        $1.5 billion.  The whole loan is secured by the fee and
        leasehold interest in four properties: a regional mall,
        two office buildings, and a retail property, all in
        Honolulu.  The reported combined DSC for this loan was
        1.59x as of year-end 2007, and occupancy was 97.1%,
        compared with a DSC of 1.81x and occupancy of 96.0% at
        issuance.  The underwritten net cash flow (NCF) at
        issuance was based on the completion and full lease-up of
        300,000 sq. ft. of expansion space.

As of the Oct. 10, 2008 remittance report, there were four loans
totaling $14.9 million (0.3%) with the special servicer.  On
Oct. 22, 2008, one additional loan was transferred to the special
servicer.  Details of all of the specially serviced loans are:

     -- The Suburban Extended Stay Hotel loan has a total exposure
        of $7.8 million (0.2%) and was transferred to the special
        servicer in April 2008 due to imminent default. The
        special servicer is in discussions with the borrower with
        respect to a workout strategy. The loan is secured by a
        129-room hotel in Pensacola, Florida; the property was
        built in 1985 and was last renovated in 2003.  A May 2008
        appraisal valued the property at $9.1 million.

     -- The Arlington Strip Mall 1 loan has a total exposure of
        $2.7 million (1%) and was transferred to the special
        servicer in October 2008 after the borrower requested a
        reduction in monthly payments until the property is 100%
        leased.  The property is currently 48% leased.  The
        special servicer is working out a revised payment schedule
        with the borrower.  The loan is secured by a 23,003-sq.-
        ft. retail center built in 2007 in Arlington, Texas.

     -- The Serino's Italian Foods loan has a total exposure of
        $2.6 million (0.5%) and was transferred to the special
        servicer in October 2008 due to monetary default.  The
        loan is secured by a 22,000-sq.-ft. retail/warehouse
        property built in 2006 in Hyde Park, Mass.  The special
        servicer is in the process of modifying the payment
        structure.

     -- The Arlington Strip Mall 2 loan has a total exposure of
        $1.9 million (0.4%) and was transferred to the special
        servicer in February 2008.  The borrower has brought the
        loan current and is working with the special servicer to
        modify the monthly payments for a six-month period.  Once
        the modification has been completed, the special servicer
        expects to return this loan to the master servicer.  The
        loan is secured by a 21,351-sq.-ft. retail center built in
        1996 in Arlington, Texas.  A March 2008 appraisal valued
        the property at $1.88 million, and a $189,114 appraisal
        reduction amount (ARA) is in effect on this asset.

     -- The Mervyns at Crossroads Town Center loan has a total
        exposure of $7.6 million (0.1%) and was recently
        transferred to the special servicer (in October 2008) due
        to imminent default.  The loan is secured by an 81,200-
        sq.-ft. retail center built in 2006 in Gilbert, Ariz.  The
        borrower has formally requested a workout/forbearance
        because Mervyns, which recently announced its intention to
        liquidate all stores, is the sole tenant at the single-
        tenant property.

There are 27 loans in the pool, totaling $452.1 million (10%),
that have reported DSCs lower than 1.0x.  The loans are secured
primarily by a variety of office, multifamily, retail,
manufactured housing, self-storage, lodging, and industrial
properties.  Of these 27 loans, two are specially serviced assets
and 14 are on the watchlist.  The loans have experienced an
average decline in DSC of 57.3% since issuance.  Standard & Poor's
has credit concerns with six ($16.8 million, 0.4%) of the 27
loans.  Most of the properties securing these loans have
experienced a combination of declining occupancy and higher
operating expenses.  Twenty-one loans with DSCs below 1.0x are not
credit concerns because of other mitigating factors.  Many have
posted improved operating performance based on interim financial
data provided by the servicers.

Midland, Wachovia, and Capmark reported a watchlist of 35 loans
with an aggregate outstanding balance of $467.2 million (10%).
The largest loan on the watchlist and the fourth-largest loan
in the pool is the Hyde Park Apartment Portfolio loan
($123.2 million, 3%).  The loan is secured by 43 walkup-style
apartment buildings in Chicago with a total of 951 units.  The
loan appears on the watchlist because the portfolio is undergoing
an extensive renovation and many units have been taken off line.
As of Dec. 31, 2007, the property reported a DSC of 0.07x.  When
conducting our surveillance review, S&P had discussions with both
the servicer and the borrower.  The borrower is continuing to draw
upon the initial escrowed replacement reserve account (the initial
balance in this account was $26.5 million); the current balance in
this account is $16.8 million.  Because the initial $4.0 million
debt service reserve has been drawn down to zero, the borrower has
been funding the debt service.  S&P expects that once the
renovations are complete the property cash flows will be
sufficient to support the breakeven debt service for the
portfolio.

Standard & Poor's identified four collateral properties
($40.7 million aggregate principal balance, 1%) in areas affected
by Hurricane Ike.  One property ($4.3 million, 0.09%) reported no
damage from the storm.  Two properties ($32.8 million, 0.7%)
sustained minor damage and will not file insurance claims.
Information is still pending for the one remaining property
($3.6 million, 0.07%) affected by Hurricane Ike; S&P will continue
to evaluate information as it becomes available.  All of the
affected properties have casualty insurance that should offset
repair costs.

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

                         Ratings Affirmed

Citigroup Commercial Mortgage Trust 2007-C6

Commercial mortgage pass-through certificates

   Class      Rating   Credit enhancement (%)
   -----      ------   ----------------------
   A-1        AAA                       30.06
   A-2        AAA                       30.06
   A-3        AAA                       30.06
   A-3B       AAA                       30.06
   A-SB       AAA                       30.06
   A-4        AAA                       30.06
   A-4FL      AAA                       30.06
   A-1A       AAA                       30.06
   A-M        AAA                       20.04
   A-MFL      AAA                       20.04
   A-J        AAA                       11.65
   A-JFL      AAA                       11.65
   B          AA+                       11.15
   C          AA                         9.64
   D          AA-                        8.89
   E          A+                         8.27
   F          A                          7.51
   G          A-                         6.51
   H          BBB+                       5.39
   J          BBB                        4.01
   K          BBB-                       2.88
   L          BB+                        2.63
   M          BB                         2.38
   N          BB-                        2.00
   O          B+                         1.75
   P          B                          1.63
   Q          B-                         1.50
   X          AAA                         N/A

                      N/A -- Not applicable


COBALT CMBS: Fitch Cuts Ratings on 3 Certs. Classes to 'B+'
-----------------------------------------------------------
Fitch Ratings has downgraded and assigned Rating Outlooks for
seven classes of Cobalt CMBS Commercial Mortgage Trust, Series
2007-C2, commercial mortgage pass-through certificates:

   -- $24.2 million class J to 'BBB-' from 'BBB'; Outlook
Negative;

   -- $30.2 million class K to 'BB+' from 'BBB-'; Outlook
Negative;

   -- $12.1 million class L to 'BB' from 'BB+'; Outlook Negative;

   -- $3 million class M to 'BB-' from 'BB'; Outlook Negative;

   -- $9.1 million class N to 'B+' from 'BB-'; Outlook Negative;

   -- $6 million class O to 'B' from 'B+'; Outlook Negative;

   -- $3 million class P to 'B-' from 'B'; Outlook Negative.

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

   -- $30.7 million class A-1 at 'AAA'; Outlook Stable;

   -- $241.1 million class A-2 at 'AAA'; Outlook Stable;

   -- $71.9 million class A-AB at 'AAA'; Outlook Stable;

   -- $857.5 million class A-3 at 'AAA'; Outlook Stable;

   -- $485.5 million class A-1A at 'AAA'; Outlook Stable;

   -- $221.9 million class A-MFX at 'AAA'; Outlook Stable;

   -- $20 million class A-MFL at 'AAA'; Outlook Stable;

   -- $102.6 million class A-JFX at 'AAA'; Outlook Stable;

   -- $100 million class A-JFL at 'AAA'; Outlook Stable;

   -- Interest-only class X at 'AAA'; Outlook Stable;

   -- $21.2 million class B at 'AA+'; Outlook Stable;

   -- $27.2 million class C at 'AA'; Outlook Stable;

   -- $21.2 million class D at 'AA-'; Outlook Stable;

   -- $15.1 million class E at 'A+'; Outlook Stable;

   -- $18.1 million class F at 'A'; Outlook Stable;

   -- $30.2 million class G at 'A-'; Outlook Stable;

   -- $24.2 million class H at 'BBB+'; Outlook Negative;

   -- $6 million class Q at 'B-'; Outlook Negative.

Fitch does not rate the $30.2 million class S.

The downgrades of classes J through P are the result of the
lowering of shadow rating on the transaction's largest loan, Peter
Cooper Village and Stuyvesant Town (10.4%) to below investment
grade.

The loan, which had a 'BBB-' shadow rating at issuance, is no
longer considered investment grade. At issuance, the loan's
proceeds were allocated to 'BBB-' and above, while they are now
allocated to all classes in the capital structure. This results in
higher credit enhancement requirements. While the current net cash
flow is not sufficient to meet the debt service obligations, due
to the sufficient amount of remaining interest reserves ($161.2
million) and the continued conversion of units to market rental
rates from stabilized rental rates, Fitch does not expect a
default of the loan in the near term. However, the pace of the
unit conversions does not meet expectations at issuance and rental
rates are less likely to increase given the current economic
conditions. Fitch's estimates of future net cash flow, based on
reduced conversion rates and reduced year-over-year increases to
market rental rates, no longer support an investment grade rating.
The borrower, Tishman Speyer Properties, LP and Blackrock Realty
acquired the property with the intent to convert rent stabilized
units to market rents as tenants vacated the property, resulting
in increased rental revenue. As of June 2008 there are 3,543
market units and 7,210 rent stabilized units, with vacancy of
4.2%.

There have been no specially serviced loans since issuance. Fitch
has identified 13 loans (7%) as Loans of Concern. The largest
Fitch Loan of Concern (1.7%) is secured by the Westin - Ft.
Lauderdale, FL. The property is suffering from a weak market,
especially among the transient segment. The borrower expects the
year's revenue to be nearly $2.0 million lower than the amount
budgeted.

There are six shadow rated loans within the transaction (5.4%).
The largest is Ala Moana center (4.1%). The Ala Moana Portfolio is
secured by the fee interest in a 1.9 million sf retail and office
development in Honolulu, HI. Ala Moana Center is one of the most
productive retail assets in the nation, with sales for in-line
tenants consistently exceeding $1,000 per square foot (psf). The
retail portion of the collateral is occupied by nearly 275
tenants, while the office portion is occupied by 184 tenants. The
mall is sponsored and operated by General Growth Properties (GGP).
Occupancy as of June 2008 was 96%, in line with issuance. The loan
is interest-only with a coupon of 5.52% and a maturity date in
2011.

The fifth largest shadow rated loan, Highland Orchard Apartments
Cove Apartments (0.2%), reported an 18% decrease in net cash flow
for the first half of 2008 as compared to at issuance. The loan is
secured by a multifamily property in Conyers, GA, and is being
repositioned in order to increase rents over the loan term. Base
rental income is consistent with issuance, but expense ratio has
increased due to costs associated with the repositioning. All of
the loans maintain investment grade shadow ratings.

As of the September 2008 distribution date, the transaction has
paid down by 0.29% to $2.413 billion from $2.419 billion at
issuance. Rating Outlooks reflect the likely direction of any
rating changes over the next one to two years.


COMSTOCK HOMEBUILDING: Receives Notice of Nasdaq Non-Compliance
---------------------------------------------------------------
Comstock Homebuilding Companies, Inc., received a notice from The
Nasdaq Stock Market indicating that the NASDAQ Listing
Qualifications Panel had granted the company's request for
continued listing.

The notice from NASDAQ indicated that continued listing was
subject to 1) the company evidencing a closing bid price of $1.00
or more for a minimum of ten consecutive trading days on or before
April 13, 2009, and 2) the company evidencing a minimum market
value of publicly held shares of $5,000,000 on or before May 8,
2009.

Based in Reston, Viginia, Comstock Homebuilding Companies, Inc.
(NasdaqGM: CHCI) -- http://www.comstockhomebuilding.com--
develops, builds and markets single-family homes, townhouses and
condominiums in the Washington D.C., Raleigh, North Carolina and
Atlanta, Georgia metropolitan markets.  The company also provides
certain management and administrative support services to certain
related parties.

The Troubled Company Reporter reported on July 11, 2008, that
Comstock retained FTI Consulting Inc. as advisor to the company
with respect to strategic and financial alternatives in the face
of a prolonged real estate downturn.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 3, 2008,
PricewaterhouseCoopers LLP raised substantial doubt about the
ability of Comstock Homebuilding Companies, Inc., to continue as a
going concern after it audited the company's financial statements
for the year ended Dec. 31, 2007.  The auditor pointed stated that
the company has experienced declining market conditions and has
significant debt maturing during 2008.

                          Default Notice

TCR reported on Sept. 18, 2008, that Comstock Homebuilding and
Highland Avenue Properties, LLC, a wholly owned subsidiary of the
company, received a notice of default and demand from Bank of
America, N.A. under a Loan Agreement in the original principal
amount of $4,851,235.  The Highland Ave Note is secured by land at
the company's Highland Avenue project in Atlanta, Georgia.
According to the notice of default, the outstanding balance under
the Highland Note at the time of the notice was $4,341,004.35.


CREDIT SUISSE TRUST: Fitch Junks Ratings on Two 2007-C1 Classes
---------------------------------------------------------------
Fitch Ratings downgrades nine classes of Credit Suisse Commercial
Mortgage Trust, series 2007-C1 commercial mortgage pass-through
certificates and assigns Rating Outlooks:

   -- $33.7 million class J to 'BBB-' from 'BBB'; Outlook
Negative;

   -- $37.9 million class K to 'BB' from 'BBB-'; Outlook Negative;

   -- $8.4 million class L to 'BB-' from 'BB+'; Outlook Negative;

   -- $12.6 million class M to 'B+' from 'BB'; Outlook Negative;

   -- $8.4 million class N to 'B' from 'BB-'; Outlook Negative;

   -- $8.4 million class O to 'B-' from 'B+'; Outlook Negative;

   -- $8.4 million class P to 'B-' from 'B'; Outlook Negative;

   -- $8.4 million class Q to 'CCC/DR1' from 'B-';

   -- $12.6 million class S to 'CC/DR2' from 'CCC'.

In addition, Fitch has affirms and assigns Outlooks to these
classes:

   -- $30.4 million class A-1 at 'AAA'; Outlook Stable;

   -- $139.0 million class A-2 at 'AAA'; Outlook Stable;

   -- $98.3 million class A-AB at 'AAA'; Outlook Stable;

   -- $758.0 million class A-3 at 'AAA'; Outlook Stable;

   -- $1.3 billion class A-1A at 'AAA'; Outlook Stable

   -- $3.0 billion interest-only class A-SP at 'AAA'; Outlook
Stable;

   -- $3.4 billion interest-only class A-X at 'AAA'; Outlook
Stable;

   -- $125.0 million class A-MFL at 'AAA'; Outlook Stable;

   -- $212.1 million class A-M at 'AAA'; Outlook Stable;

   -- $286.6 million class A-J at 'AAA'; Outlook Stable;

   -- $25.3 million class B at 'AA+'; Outlook Stable;

   -- $37.9 million class C at 'AA'; Outlook Stable;

   -- $33.7 million class D at 'AA-'; Outlook Stable;

   -- $21.1 million class E at 'A+'; Outlook Negative;

   -- $29.5 million class F at 'A'; Outlook Negative;

   -- $33.7 million class G at 'A-'; Outlook Negative;

   -- $37.9 million class H at 'BBB+'; Outlook Negative.

Fitch does not rate class T.

The downgrades are the result of expected losses on five (1.7%) of
the seven (2.0%) specially serviced loans in the transaction.
Classes E through P have been assigned Negative Outlooks due to
the potential future decline in credit enhancement in connection
with an increased number of Fitch loans of concern (15.4%). The
Rating Outlooks reflect likely rating changes over the next one to
two years.

As of the October 2008 distribution date, the transaction has paid
down 0.4%, to $3.36 billion from $3.37 billion at issuance. No
principal losses have been recorded to date.

There are seven specially serviced loans (2.0%). The largest
specially serviced loan (0.8%) is secured by a 504-bed student
housing property located in Fort Myers, FL. The loan transferred
to the special servicer June 13, 2008 upon written request from
the borrower for relief due to low occupancy. As of Sept. 4, 2008
the property was 70.4% leased, with deep concessions offered
during the pre-leasing season for the 2008-2009 school year. This
compares to occupancy of 99.0% at issuance. At year-end 2007, the
servicer-reported debt service coverage ratio (DSCR) was 0.73
times (x). The special servicer is reportedly negotiating a
forbearance agreement with the borrower to allow the borrower an
opportunity to sell the property. A foreclosure complaint was also
filed in July 2008.

The second largest specially serviced asset (0.3%) is secured by a
276-unit multifamily property located in Dallas, TX. The loan
transferred to the special servicer July 11, 2008. The property's
reported occupancy is 51%, and the year-end 2007 servicer-reported
DSCR was 0.43x. The special servicer is continuing to evaluate
disposition strategies.

Collateral for the third largest specially serviced loan (0.2%) is
a 258 unit multifamily property located in Columbus, OH. The loan
transferred to special servicing Oct. 5, 2007 due to monetary
default. A foreclosure sale was scheduled for Oct. 17, 2008. Of
the remaining four specially serviced loans (0.6%), Fitch expects
losses on two (0.3%), both of which are in various stages of
foreclosure.

Fitch has identified 27 loans (15.4%) as Fitch loans of concern.
The largest loan of concern (6.1%) is secured by Savoy Park, a
1,802 unit multifamily complex located in the Harlem submarket of
New York, NY. At issuance, 90.7% of the units were rent
stabilized, and the sponsor sought to improve property performance
by bringing stabilized units to market rents, performing common
area and unit-specific renovations, and sub-metering the property
in order to pass through utility expenses to the tenants. The
servicer-reported year-end DSCR was 0.36x, with occupancy of
95.5%. Based on a mid-year rent roll and operating statements,
year two revenues generated by the property are in line with
Fitch's expectations; however, expenses are significantly higher
than expected. This is partly because the sub-metering project
anticipated at issuance has not yet commenced. With an anticipated
completion time of 12-18 months, any benefits from the project are
unlikely to be seen prior to 2010 or 2011. As of the October
remittance date, approximately $28.6 million of reserves remain
available, including approximately $23.6 million for renovations
and $5.0 million for debt service (five months). When the debt
service reserve is drawn below $2.0 million, the borrower will be
responsible for replenishing the reserve to $10.0 million, a
requirement which will be in effect until the trailing-six month
DSCR is at least 1.00x for three consecutive months.
The second largest Fitch loan of concern (1.6%) is collateralized
by a 241 room hotel located in Indianapolis, IN. The loan
represents a construction take-out, and underwritten performance
was based largely on the appraiser's determination of prevailing
market revenues and expenses. To date, the property has
underperformed expectations, with a servicer-reported year-end
2007 DSCR of 0.84x and occupancy of 60.3%. Fitch notes that
approximately $1.3 million of reserves remain, and a cash equity
contribution of approximately $36.5 million (39.9%) was made by
the borrower at issuance.

No other loan of concern represents more than 1.0% of the pool.
Fitch loans of concern include the specially serviced loans
(2.0%), loans with DSCRs below 1.0x, loans with Fitch stressed
loan-to-value ratios of greater than 100%, and loans which have
failed to meet budgeted performance underwritten at issuance.
Approximately 54% of the pool consists of interest-only loans. An
additional 30% of the pool consists of loans with an interest-only
period prior to commencement of amortization. None of the loans
mature in 2008, 2009, or 2010.


CSMC MORTGAGE: S&P Strikes 'B' Ratings on 58 Securities Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services corrected its ratings on 58
classes from CSMC Mortgage Backed Trust 2007-5.  S&P downgraded
the classes in error on Oct. 27, 2008, as part of a review of U.S.
Alternative-A RMBS transactions on Oct. 27, 2008.

When S&P originally analyzed these classes, S&P stressed some of
the classes at levels inconsistent with their actual performance
due to an incorrect loan grouping within the structure.  The
revisions to the ratings are:

                         Ratings Corrected

CSMC Mortgage Backed Trust 2007-5

                                     Rating

  Class      CUSIP         Current     Oct. 27    Pre-Oct. 27
  -----      -----         -------     -------    -----------
  2-A-1      22944BAN8     AAA         B          AAA
  2-A-2      22944BAP3     AAA         B          AAA
  2-A-3      22944BAQ1     AAA         B          AAA
  2-A-4      22944BAR9     AAA         B          AAA
  2-A-5      22944BAS7     AAA         B          AAA
  2-A-6      22944BAT5     AAA         B          AAA
  3-A-1      22944BAU2     AAA         B          AAA
  3-A-2      22944BAV0     AAA         B          AAA
  3-A-3      22944BAW8     AAA         B          AAA
  3-A-4      22944BAX6     AAA         B          AAA
  3-A-5      22944BAY4     AAA         B          AAA
  3-A-6      22944BAZ1     AAA         B          AAA
  3-A-7      22944BBA5     AAA         B          AAA
  3-A-8      22944BBB3     AAA         B          AAA
  3-A-9      22944BBC1     AAA         B          AAA
  3-A-10     22944BBD9     AAA         B          AAA
  3-A-11     22944BBE7     AAA         B          AAA
  3-A-12     22944BBF4     AAA         B          AAA
  3-A-13     22944BBG2     AAA         B          AAA
  3-A-14     22944BBH0     AAA         B          AAA
  3-A-15     22944BBJ6     AAA         B          AAA
  3-A-16     22944BBK3     AAA         B          AAA
  3-A-17     22944BBL1     AAA         B          AAA
  3-A-18     22944BBM9     AAA         B          AAA
  3-A-19     22944BBN7     AAA         B          AAA
  4-A-1      22944BBP2     AAA         B          AAA
  4-A-2      22944BBQ0     AAA         B          AAA
  4-A-3      22944BBR8     AAA         B          AAA
  4-A-4      22944BBS6     AAA         B          AAA
  4-A-5      22944BBT4     AAA        B          AAA
  4-A-6      22944BBU1     AAA         B          AAA
  4-A-7      22944BBV9     AAA         B          AAA
  4-A-8      22944BBW7     AAA         B          AAA
  4-A-9      22944BBX5     AAA         B          AAA
  4-A-10     22944BBY3     AAA         B          AAA
  4-A-11     22944BBZ0     AAA         B          AAA
  4-A-12     22944BCA4     AAA         B          AAA
  4-A-13     22944BCB2     AAA         B          AAA
  4-A-14     22944BCC0     AAA         B          AAA
  4-A-15     22944BCD8     AAA         B          AAA
  4-A-16     22944BCE6     AAA         B          AAA
  4-A-17     22944BCF3     AAA         B          AAA
  4-A-18     22944BCG1     AAA         B          AAA
  4-A-19     22944BCH9     AAA         B          AAA
  4-A-20     22944BCJ5    AAA         B          AAA
  4-A-21     22944BCK2     AAA         B          AAA
  4-A-22     22944BCL0     AAA         B          AAA
  4-A-23     22944BCM8     AAA         B          AAA
  4-A-24     22944BCN6     AAA         B          AAA
  4-A-25     22944BCP1     AAA         B          AAA
  4-A-26     22944BCQ9     AAA         B          AAA
  4-A-27     22944BCR7     AAA         B          AAA
  4-A-28     22944BCS5     AAA         B          AAA
  4-A-29     22944BCT3     AAA         B          AAA
  4-A-30     22944BCU0     AAA         B          AAA
  4-A-31     22944BCV8     AAA         B          AAA
  4-A-32     22944BCW6     AAA         B          AAA
  4-A-33     22944BCX4     AAA         B          AAA


DANKA BUSINES: DCML LLC Balks At Board for Snub of Nominees
-----------------------------------------------------------
DCML LLC, beneficial owner of 22,000,000 or 8.48% shares of Danka
Business Systems PLC's stock, sent a letter to the Danka Business'
board of directors indicating its intent to vote against all
resolutions proposed at the upcoming Annual General Meeting and
request for existing directors up for re-election to relinquish
their seats.

In its letter, DCML said that during the last 4 months it has
received an unsolicited outpouring of calls from disgruntled Danka
shareholders whose holdings exceed, in total, 30 million shares.
DCML said that shareholders have been unhappy with the manner in
which the Board has favored Cypress and rewarded the management
team, all to the detriment of majority shareholders and employees.

In November 1999, The Cypress Group, LLC, a New York-based private
equity firm, entered into a definitive agreement with Danka
whereby equity investment funds managed by Cypress have agreed to
invest $200 million in convertible participating preference shares
of Danka.  In return, Cypress received convertible preferred
stock, two seats on Danka's board of directors, an annual dividend
of 6.5%, and rights to additional seats to the Board in the event
Danka missed six consecutive quarterly cash dividends.

DCML added that on June 20, 2008, its London counsel submitted to
Danka an alternative slate of directors to be included in the
upcoming AGM.  However, according to the stockholder, Danka chose
to ignore its nominees.  "We are presented, instead, with a slate
of existing Board members for re-election - individuals who own
less than 200,000 shares of stock and have displayed little
interest in maximizing value for all stakeholders," DCML said in
its letter.

According to DCML, to date, the Board -- which draws $480,000 in
total annual compensation -- has neither taken action to generate
value by investing any portion of the company's $85-million cash
balance, nor has it attempted to reasonably and equitably
distribute the company's cash to shareholders.  It has chosen only
to re-submit its previous distribution proposal, which
shareholders voted down months ago.

While it says that the decline in the financial markets will
materially affect renewed consideration of its original offer,
DCML says the current economic environment only serves to
highlight the value of cash and the returns that the cash can
generate in distressed markets.

"Ultimately, there is only one issue here - what constitutes an
equitable distribution to all shareholders?  Events in recent
weeks have not changed what is right and fair, nor have they
changed the duties owed by the Board to its common shareholders."

As a result, DCML, which holds over 5.5 million shares in company
stock, asks all nominees for Board re-election to relinquish their
seats.  DCML says its nominated directors will, if appointed, work
for free ($0) and, in exercising their duties, will represent an
ownership stake that is 85x greater than that owned by the current
slate of nominated directors.  DCML's says its proposed slate has
the investment expertise necessary to maximize -- for ALL Danka
stakeholders -- the value of the company's $85 million in cash and
billions of dollars in NOLs.

A full-text copy of the letter is available for free at
http://ResearchArchives.com/t/s?348c

DCML LLC stated that it reserves the right to further discuss and
meet with management, the company's board, potential acquirers,
financing sources and other shareholders and formulate plans or
proposals regarding the company or its securities.

Depending upon market conditions and other factors that it may
deem material, DCML LLC may purchase additional Ordinary Shares
and related securities or may dispose of all or a portion of the
Ordinary Shares or related securities that it now beneficially
owns or may hereafter.

                   About Danka Business Systems

Headquartered in St. Petersburg, Florida, Danka Business Systems
PLC (LON: DNK) -- http://www.danka.com/-- offers document
solutions including office imaging equipment: digital and color
copiers, digital and color multifunction peripherals printers,
facsimile machines, and software in the United States.  It also
provides a range of contract services, including professional and
consulting services, maintenance, supplies, leasing arrangements,
technical support and training, collectively referred to as Danka
Document Services.

The company's revenue is generated from two primary sources: new
retail equipment, supplies and related sales, and service
contracts.  Danka sells Canon products, as well as Kodak, Toshiba
and Hewlett-Packard.

On Aug. 31, 2006, the company sold its subsidiary, Danka
Australasia PTY Limited to Onesource Group Limited.  In January
2007, the company disposed of its European businesses to Ricoh
Europe B.V.

                         Going Concern Doubt

As reported in the Troubled Company Reporter on July 24, 2008,
Ernst & Young LLP in Tampa, Fla., raised substantial doubt about
Danka Business Systems PLC's ability to continue as a going
concern after auditing the company's financial statements for the
year ended March 31, 2008.  The auditing firm stated that the
company has incurred recurring operating losses, has a working
capital deficit and has not complied with certain covenants of
loan agreements with a bank.  In addition, on June 27, 2008, the
company sold its remaining operations to Konica Minolta Business
Solutions U.S.A., Inc.

The company posted a net loss of $35.7 million on total revenues
of $418.2 million for the year ended March 31, 2008, as compared
with a net loss of $29.2 million on total revenues of
$450.2 million in the prior year.

At March 31, 2008, the company's balance sheet showed
$222.1 million in total assets, $229.2 million in total
liabilities, and $368.9 in senior convertible participating
shares, resulting in a $375.9 million stockholders' deficit.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $89.3 million in total current
assets available to pay $218.1 million in total current
liabilities.


DELTA AIR: S&P Affirms 'B' Ratings Following Northwest Merger
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Delta
Air Lines Inc. (B/Negative/--), including the 'B' long-term
corporate credit rating, following the airline's merger with
Northwest Airlines Corp. (B/Negative/--).  The U.S. Department of
Justice has said it would not seek to block the all-stock merger.
Northwest will operate as a subsidiary of Delta, with a single
operating certificate and full operational combination expected
within 18 months.

"The 'B' corporate credit rating on Delta reflects risks
associated with participation in the price-competitive, cyclical,
and capital-intensive airline industry, its significant
intermediate-term debt and capital spending commitments, and
operational and customer service risks inherent in any airline
merger," said Standard & Poor's credit analyst Philip Baggaley.
S&P's rating also incorporates the reduced debt load and operating
costs Delta achieved in Chapter 11, and an enhanced competitive
position and synergy opportunities associated with the merger.

Managements at Delta and Northwest have significantly increased
their original forecast of cost and revenue synergies from the
combination to $2 billion annually by 2012.  They anticipate one-
time cash integration costs of $600 million.  These will be front-
end loaded and could, in 2009, offset much of the synergy
benefits.  The merger creates a more comprehensive route network,
with Delta's strength in the East, Southeast, and trans-Atlantic
routes complemented by Northwest's strength in the upper-Midwest
and on trans-Pacific routes.  While this provides opportunities
for revenue and cost synergies, it entails risks in integrating
employee groups and information systems, and will result in higher
labor costs as labor contracts are re-opened to secure employee
support and capture the benefits of operating as a single airline.

One of the potential benefits of the merger is that the combined
airline (which is the world's largest, measured by traffic) should
be able to capture some traffic from competitors by offering a
more comprehensive route network, particularly as no other large
U.S. airlines are currently seeking to merge in response.
Secondly, the merged airline will be able reallocate aircraft
throughout the enlarged route system so as to optimize aircraft
size to passenger demand on each route.  In addition, as in any
merger, duplicate overhead and administrative costs will be cut.

S&P sees the principal risks relating to the proposed merger
arising from increased labor costs, potential problems relating to
combining employee groups and information systems, and up-front
integration costs.

Although Delta currently has adequate liquidity and will likely
report narrower losses than most other U.S. "legacy carriers,"
worse-than-expected fuel prices or economic weakness could erode
the company's financial profile.  S&P may lower its rating if
unrestricted cash, short-term investments, and available committed
bank borrowing capacity for the merged company fall below
$5 billion and S&P does not expect that level to recover.  If
Delta is able to weather the downturn and industry conditions
improve, and if it makes good progress in its merger integration,
S&P could revise the outlook to stable.


DLJ COMMERCIAL: Fitch Junks Rating on Class B-8 Certificates
------------------------------------------------------------
Fitch takes various actions and assigns Outlooks to DLJ Commercial
Mortgage Corp.'s pass-through certificates, series 1999-CG2:

Fitch downgrades and lowers the distressed recovery rating of
these classes:

   -- $15.5 million class B-7 to 'B'; Outlook Negative from 'B+';

   -- $10.9 million class B-8 to 'CC'/DR4' from 'CCC/DR3'.

Fitch upgrades this class:

   -- $38.8 million class B-3 to 'AA'; Outlook Stable from 'AA-'.

Fitch also affirms these classes:

   -- $718.8 million class A-1B at 'AAA'; Outlook Stable;

   -- Interest-only class S at 'AAA'; Outlook Stable;

   -- $69.8 million class A-2 at 'AAA'; Outlook Stable;

   -- $81.4 million class A-3 at 'AAA'; Outlook Stable;

   -- $19.4 million class A-4 at 'AAA'; Outlook Stable;

   -- $58.1 million class B-1 at 'AAA'; Outlook Stable;

   -- $23.3 million class B-2 at 'AAA'; Outlook Stable;

   -- $31 million class B-4 at 'A-'; Outlook Stable;

   -- $15.5 million class B-5 at 'BBB'; Outlook Stable;

   -- $19.4 million class B-6 at 'BB+'; Outlook Negative.

Class A-1A has been paid in full. The balance of the non-rated
class C has been reduced to zero due to realized losses on
specially serviced assets.

The downgrades of classes B-7 and B-8 are a result of increased
loss expectations on specially serviced loans since Fitch' last
rating action. Rating Outlooks reflect the likely direction of any
rating changes over the next one to two years.

The upgrade of class B-3 is due to an additional 9.7% paydown and
4% defeasance since Fitch's last rating action. As of the October
2008 distribution date, the pool's aggregate certificate balance
has been reduced 29% to $1.10 billion from $1.55 billion at
issuance. Ninety-six loans (42.3%) have defeased since issuance.
There is 44% non-defeased loans scheduled to mature in 2009. The
loans have a weighted average coupon of 7.75% and a weighted
average debt service coverage ratio (DSCR) of 1.58 times (x).

There is currently one loan (1%) in special servicing. The loan is
secured by a multifamily property located in Houston, TX and is
currently 60 days delinquent. The loan transferred to special
servicing Sept. 19, 2008 due to imminent default. The property has
been underperforming for several years and the borrower's cannot
continue to fund the cashflow shortages following the interest
rate adjustment date. The special servicer will follow a dual
track of workout and foreclosure.


EMERGENCY MEDICAL: S&P Hikes Corp. Credit Rating to 'BB-'
---------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit
rating on Emergency Medical Services Corp. (EMSC) to 'BB-' from
'B+'.  At the same time, Standard & Poor's raised its issue-level
ratings on EMSC's subsidiaries, AMR HoldCo and EmCare HoldCo.  The
outlook is stable.

"This action reflects the company's improved liquidity and cash
flow, stable operating performance, and demonstrated commitment to
a financial policy appropriate for the rating," said Standard &
Poor's credit analyst Rivka Gertzulin.

The speculative-grade rating on Greenwood Village, Colo.-based
EMSC, which has subsidiaries that operate in the fragmented
ambulance transportation (American Medical Response (AMR); 57% of
revenues) and physician staffing (EmCare; 43% of revenues)
industries, reflects its exposure to reimbursement changes,
relatively thin operating margins, exposure to increased bad debt,
and aggressive financial risk profile.  These concerns are only
partly offset by its relatively diverse payor and contract mix,
and its ability to somewhat offset a negative mix-shift in self-
pay volume or reimbursement cuts with increased hospital
subsidies.

While AMR and EmCare are the leading providers in their respective
businesses (ambulance transportation and emergency department
physician staffing), they operate in highly fragmented industries
where they each hold less than 10% market share and where
government reimbursement rates for its services historically have
been uncertain.  EMSC receives approximately 30% of its total net
revenue from Medicare, and to a lesser extent, Medicaid.

Although the remainder of revenues is derived from commercial
payors, managed care companies, hospital subsidies, and tight
government reimbursement has contributed to thin operating
margins.  Moreover, the continuation of favorable commercial payor
trends remains uncertain, notwithstanding EmCare's ability to
request an increase in hospital subsidies when reimbursement is
reduced.  With the exception of 911 contracts (about 30% of
revenue) EMSC's contracts are generally not very sticky because of
low switching costs.

The outlook is stable.  Another upgrade is limited by S&P's
concern that it may not be in the sponsor's (Onex Partners)
interest to maintain an intermediate financial risk profile.
Acquisitions or dividends would be a more likely prospect.  S&P
could revise the outlook to negative if credit measures decline
(adjusted leverage of more than 3x) and S&P believes they will not
quickly improve.  This can occur if there are severe reimbursement
cuts that cannot be offset, there is material contract loss, or in
the case of shareholder-oriented financial events.


EMISPHERE TECH: Names Patrick Osinski as Acting General Counsel
---------------------------------------------------------------
Emisphere Technologies, Inc., disclosed that Paul Lubetkin, vice
president, general counsel and corporate secretary, left the
company effective Oct. 24, 2008, in order to pursue other
interests.  Patrick Osinski, former vice president, general
counsel and vice president of business and government affairs at
Organon, part of the Schering Plough Corporation, will fill the
role of acting general counsel.

"We thank [Mr. Lubetkin] for his service to Emisphere and wish him
success in all his future endeavors," Michael V. Novinski,
president and chief executive officer of Emisphere, said.

Based in Cedar Knolls, New Jersey, Emisphere Technologies Inc.,
(NasdaqGM: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of therapeutic molecules using its eligen(R) technology.
These molecules and compounds could be currently available or are
under development.  The molecules are usually delivered by
injection; in many cases, their benefits are limited due to poor
bioavailability, slow on-set of action or variable absorption. The
eligen(R) technology can be applied to the oral route of
administration as well other delivery pathways, like buccal,
rectal, inhalation, intra-vaginal or transdermal.

                          *     *     *

PricewaterhouseCoopers LLP expressed substantial doubt about
Emisphere Technologies 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 experienced sustained operating
losses, has limited capital resources, and has significant future
commitments.

The company has limited capital resources and operations to date
have been funded primarily with the proceeds from collaborative
research agreements, public and private equity and debt financings
and income earned on investments.

Emisphere Technologies Inc.'s consolidated balance sheet at
June 30, 2008, showed $20.2 million in total assets and
$44.8 million in total liabilities, resulting in a $24.6 million
in total stockholders' deficit.

The company reported $7.6 million in net losses on $14,000 in
revenues for the second quarter ended June 30, 2008, compared with
$12.1 million in net losses on $398,000 in revenues for the same
period in 2007.

The company posted $11.6 million in net losses on $169,000 in
revenues for the first half ended June 30, 2008, compared with
$16 million in net losses on $3.2 million in revenues for the same
period in 2007.


EVA-TONE INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Eva-tone, Inc.
        4801 Ulmerton Road
        Clearwater, FL 33762
        Tel: (727) 572-7076

Bankruptcy Case No.: 08-17445

Type of Business: The Debtor offers audio duplication, compact
                  disc and CD-ROM replication.
                  See: http://www.evatone.com

Chapter 11 Petition Date: Nov. 3, 2008

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Rod Anderson, Esq.
                  rod.anderson@hklaw.com
                  Holland & Knight LLP
                  Post Office Box 1288
                  Tampa, FL 33601
                  Tel: (813) 227-6721

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
   ------                      ---------------   ------------
Mac Papers - Tampa             raw material      $369,596
1701 N. 50th St.
P.O. Box 5657
Tampa, Fl 33675-5657
Tel: (813) 247-3461

Lenco Inc.                     raw material      $354,308
10240 Deerpark Road
P.O. Box 590
Waverly, NE 68462
Tel: (800) 872-1117

UPS Expedited Mail Ser. Inc.   freight           $311,883
UPS Mail Innovations
P.O. Box 20684
Reno, NV 89515-0684
Tel: (800) 416-4644

Pitman Co.                     raw material      $259,006

Progress Energy Florida Inc.   lease             $250,737

American Express               supplies          $237,950

Sabic Innovative Plastics      raw materials     $229,620

HBP/SPVEF Largo Florida LLC    rent              $224,165

US Phillips Cor.               Rent              $211,996

Blair Packaging                raw materials     $193,864

Toshiba DVD License Serv. Inc. royalties         $175,167

MPEG-LA LLC                    royalties         $155,796

EB&B LLC                       loan              $150,775

Fisher Creek Associates Ltd.   loan              $150,000

Xpedx                          raw material      $148,974

Hudson Corporate Ctr. III      contract labor    $119,149

Federal Express                freight           $98,638

Randstad                       contract labor    $95,359

Microsoft Corporation          licensing         $74,296


EVA-TONE INC: Landlord Dispute Prompts Chapter 11 Filing
--------------------------------------------------------
Eva-tone Inc. filed a voluntary petition under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the Middle District of Florida.

The Chapter 11 filing came after the company received a notice of
default from its landlord and warned to terminate its contract,
Bloomberg News reports.  The parties are presently in talks and
are hopeful that they can work something out, the report says.

According to St. Petersburg Times, the company reassures its 200
employees that its operations continue.  However, layoff is
possible, the report says.

Eva-tone listed assets and debts between $10 million and
$50 million in its filing.  The company owes about $3.8 million
to its unsecured creditors including Mac Papers - Tampa owing
$369,596 in raw material; Lenco Inc. owing $354,308 in raw
material; and UPS Expedited Mail Ser. Inc. owing $311,883 in
freight services.

"We are aware [the company was] struggling somewhat but felt [it]
would recover," St. Petersburg Times quoted Tom Grove, branch
credit manager of Mac Papers, as saying.

Holland & Knight LLP of Tampa, Florida, represents the company in
its restructuring efforts.

Headquartered Clearwater, Florida, Eva-tone Inc. --
http://www.eva-tone.com/-- offers a range of services including
audio, video, printing.


FORD MOTOR: Car & Light-Truck Sales Drop 30% From 2007
------------------------------------------------------
Bill Koenig at Bloomberg News reports that Ford Motor Co. said
that its car and light-truck sales dropped 30% this year, from a
year earlier.

Ford Motor's cars and light truck sales dropped to 132,248, from
189,360, Bloomberg relates, citing Autodata Corp.  Sales of Ford,
Lincoln, and Mercury brands declined 30% for trucks and 27% for
cars, according to the report.  Ford's sales, says the report,
included declines of 58% for the Edge wagon and 18% for the Focus
small car.  The report states that Focus sales had increased most
of the year after U.S. gasoline prices peaked at more that $4 a
gallon in July and averaged 26% higher than in 2007.  Bloomberg
states that sales of Ford's F-Series pickups dropped 16% in
October 2008, compared to 2007.

                 Declines in U.S. Auto Sales

According to Bloomberg, auto sales in the U.S. declined 32% in
October to the lowest monthly total since January 1991, as reduced
access to loans and a weaker economy discouraged consumers.
Autodata, says Bloomberg, said that October 2008 total sales
dropped to 838,156 from 1.23 million.

Chrysler LLC said in a statement that its sales declined 35% to
94,530 vehicles in October 2008, from 145,316 in October 2007.
According to Bloomberg, sales of Chrysler's Ram large pickup
dropped 29%.

Bloomberg relates that Toyota reported that its sales dropped 23%
to 152,101 this year, compared to 197,592 last year.  Honda sold
85,864 cars and light trucks, dropping 25% from 114,799 in 2007,
Bloomberg says, citing Honda spokesperson Kurt Antonius.  Nissan's
U.S. vice president of Nissan-brand sales, Al Castignetti, said
that the company's sales declined 33% to 56,945 vehicles,
Bloomberg states.

As reported in the Troubled Company Reporter on Nov. 4, 2008,
General Motors Corp. dealers in the U.S. delivered 170,585
vehicles in October, down 45% compared with a year ago.  GM truck
sales of 97,119 were down 51% and car sales of 73,466 were off
34%.

According to Bloomberg, Ford Motor's worldwide marketing chief Jim
Farley said on a conference call that industry sales in the first
half of 2009 will be "sobering."  Ford Motor's sales analyst
George Pipas also said on the conference call that sales may fall
to fewer than 14 million vehicles in 2008, from 16.1 million in
2007, the report states.

Some automakers, according to Bloomberg, said that sales might
improvement in November and December because of the U.S.
presidential election and end-of-the-year promotions.

Bloomberg relates that Mr. Farley said, "Most manufacturers will
start year-end promotions in early November.  The true test will
come in the first quarter of next year, the first half of next
year."

                   About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin-American regions, including Argentina and Brazil.

                         *     *     *

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


FRONTIER AIRLINES: Court Scraps CBA with Teamsters Mechanics
------------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York granted Frontier Airlines Inc.'s motion to
reject its contracts with the International Brotherhood of
Teamsters covering mechanics and material specialists.

The Teamsters, which represent Frontier's mechanics, have been
struggling to stop Frontier from permanently outsourcing all of
its maintenance work to El Salvador-based Aeroman.

Though Frontier and the Teamsters earlier reached an agreement
regarding wage cuts, their negotiations broke down after Frontier
insisted on the unlimited right to permanently outsource its
heavy-check aircraft maintenance.  The Teamsters refused to agree
to Frontier's outsourcing demand and Frontier sought to reject the
Teamster contracts.

The judge was then required by existing law to either reject the
parties' collective bargaining agreement allowing Frontier to make
changes as described in the decision or to deny Frontier's motion,
leaving the Teamster agreements in place.  In the end he sided
with Frontier.

Despite his ruling, however, the judge made clear in his decision
that Frontier may outsource its aircraft maintenance only as a
last resort - after it has exhausted all other options to perform
the heavy check work at its Denver repair station.

"While the Teamsters do not agree with Judge Drain's ruling, the
ruling does at least anticipate that our mechanics will continue
to work on heavy maintenance in Denver," Matthew Fazakas,
president of Teamsters Local 961, which represents Frontier's
mechanics in Denver, said.

"The company also has to continue the full staffing of the heavy
maintenance department," Mr. Fazakas said.  "The economic
concessions must be modeled after the Teamster concession
proposals, and there must be a fair and transparent process to
ensure the company works in good faith in its hiring practices so
that it uses its outsourcing only as an absolute last resort."

Teamsters Airline Division Director David Bourne commended Judge
Drain for trying to get Frontier to negotiate in good faith.

"However, we are bitterly disappointed with his ruling and
anticipate appealing it," Mr. Bourne said.  "The Teamsters are
adamantly opposed to all aircraft maintenance outsourcing because
it is unsafe, jeopardizes the flying public, costs more than in-
house maintenance, and, especially in today's economy, further
destabilizes the industry.  This is no way to run a U.S. airline."

Mr. Fazakas noted that Frontier is a low-cost carrier that has
among the lowest labor costs in the industry.

"Labor costs had nothing to do with Frontier filing for bankruptcy
protection," Mr. Fazakas said.  "But once it filed for bankruptcy,
Frontier's top management and its high-priced lawyers decided to
take advantage of the built-in flaws of the bankruptcy laws to
slash our members' wages and to export 129 of our members' Denver-
based jobs to El Salvador."

"Why on earth does Congress allow laws to encourage the foreign
outsourcing of good, skilled, middle-class and critically
important jobs to foreign countries?" Mr. Fazakas said.
"Frontier's use of the bankruptcy laws to export our jobs and cut
our surviving members' wages is nothing short of a national
scandal."

"The bankruptcy laws are skewed in favor or debtors and against
working people," Mr. Bourne said.

                 About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation
for passengers and freight.  It operates jet service carriers
linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, as well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.:
08-11297 thru 08-11299.)  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts.  Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

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


FRONTIER AIRLINES: Transportation Workers Union Ratifies New CBA
----------------------------------------------------------------
Members of the Transportation Workers Union of America (TWU) at
Frontier Airlines on Oct. 31 ratified a long-term labor agreement
with the airline.  The agreement was negotiated to extend certain
earlier agreed upon wage and benefit concessions.

"I am gratified that the TWU membership continues to demonstrate,
with this vote, their willingness to work hand in hand with
Frontier's management to move our airline to sustainability and
future growth," said Frontier President and Chief Executive
Officer Sean Menke.  "This agreement is very important in helping
attract investors by contributing to our cost-reduction efforts."

"The TWU appreciates the joint effort made in reaching this
agreement," said TWU Local 540 President David Durkin.  "We
believe that this agreement shows our commitment to Frontier and
our belief in the long-term success of the company."

The TWU represents dispatchers at Frontier Airlines.

                 About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation
for passengers and freight.  It operates jet service carriers
linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, as well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.:
08-11297 thru 08-11299.)  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts.  Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

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


GENERAL GROWTH: Inks Interim Deals with CEO and President
---------------------------------------------------------
General Growth Properties, Inc., entered into one year employment
agreements with each of Adam Metz, interim chief executive
officer, and Thomas H. Nolan, Jr., interim president.  The company
has granted each of Messrs. Metz and Nolan an employment
inducement award of options to acquire 1,000,000 and 800,000
shares of the company's common stock.  These Option Grants were
awarded in accordance with the New York Stock Exchange employment
inducement grant exemption and were therefore not awarded under
any of the company's stockholder approved equity plans.  These
stock options have an exercise price equal to the closing price of
the company's common stock on Nov. 3, 2008, and vest in their
entirety on Oct. 25, 2009, or earlier, in certain circumstances.

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 MOTORS: GMAC's Credit Tightening Affects Firm's Sales
-------------------------------------------------------------
Sharon Terlep at Dow Jones Newswires reports that General Motors
Corp. said that GMAC Financial Services' moves to crack down
lending contributed to the decline in GM's auto sales in October
2008.

As reported in the Troubled Company Reporter on Nov. 4, 2008, GM
dealers in the U.S. delivered 170,585 vehicles in October, down
45% compared with a year ago.  GM truck sales of 97,119 were down
51% and car sales of 73,466 were off 34%.

Dow Jones relates that GM relies heavily on GMAC to sell vehicles.
GM, according to Dow Jones, launched an advertising campaign to
inform consumers that financing would be available from various
sources, but failed to attract buyers.

Dow Jones quoted Jerry Seiner -- an auto dealer who sells several
brands of GM vehicles in Utah -- as saying, "If you don't think
you're going to get financing, you're not going to come in to buy
a car.  Are we losing sales because of an inability to finance?
Some.  But showroom traffic is way off and that's affecting us
more than anything."

According to Dow Jones, GMAC is taking big losses on vehicle
leases gone bad due to sinking resale values of big pickup trucks
and sport-utility vehicles.

Citing GM Sales Chief Mark LaNeve, Dow Jones relates that vehicle
leasing was "nonexistent" last month, compared to 2007, when about
50,000, or 25%, of GM cars and trucks were purchased with leases.
According to the report, Mr. LaNeve said that GM has been able to
keep 60% of leasing clients through other financing options.
GMAC's limiting of loans to customers with a 700 credit score
disqualified almost three-fourths of potential GM buyers, the
report states, citing Mr. LaNeve.  "Our dealers were forced to
access outside banks to a very high degree.  And even worse than
that was that the media reporting was in effect 'GMAC is not
buying and GM credit can't be accessed through GM dealers'," the
report quoted Mr. LaNeve as saying.

Low consumer confidence is hurting business more than an actual
inability to secure loans, Dow Jones states, citing Mr. Seiner.

                  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.


GS MORTGAGE: Fitch Cuts Ratings of Three 2007-GG10 Classes to 'B'
-----------------------------------------------------------------
Fitch Ratings downgrades and assigns Outlooks to GS Mortgage
Securities Corporation II, series 2007-GG10:

   -- $94.5 million class J to 'BBB-' from 'BBB'; Outlook
Negative;

   -- $75.6 million class K to 'BB+' from 'BBB-'; Outlook
Negative;

   -- $37.8 million class L to 'BB' from 'BB+'. Outlook Negative;

   -- $18.9 million class M to 'BB-' from 'BB'; Outlook Negative;

   -- $28.4 million class N to 'B+' from 'BB-'; Outlook Negative;

   -- $18.9 million class O to 'B' from 'B+'; Outlook Negative;

   -- $18.9 million class P to ''B-' from 'B'; Outlook Negative;

In addition, Fitch affirms these classes:

   -- $72.4 million class A-1 at 'AAA'; Outlook Stable;

   -- $725.3 million class A-2 at 'AAA'; Outlook Stable;

   -- $246.6 million class A-3 at 'AAA'; Outlook Stable;

   -- $72.0 million class A-AB at 'AAA'; Outlook Stable;

   -- $3,661.0 million class A-4 at 'AAA'; Outlook Stable;

   -- $514.0 million class A-1A at 'AAA'; Outlook Stable;

   -- $756.3 million class A-M at 'AAA'; Outlook Stable;

   -- $519.9 million class A-J at 'AAA'; Outlook Stable;

   -- Interest-only class X at 'AAA'; Outlook Stable;

   -- $75.6 million class B at 'AA+'; Outlook Stable;

   -- $94.5 million class C at 'AA'; Outlook Stable;

   -- $56.7 million class D at 'AA-'; Outlook Negative;

   -- $56.7 million class E at 'A+'; Outlook Negative;

   -- $75.6 million class F at 'A'; Outlook Negative;

   -- $75.6 million class G at 'A-'; Outlook Negative;

   -- $104.0 million class H at 'BBB+'; Outlook Negative;

   -- $18.9 million class Q at 'B-'; Outlook Negative.

Fitch does not rate the $141.8 million class S.

The downgrades of classes J through P are due the significant
concentration of Fitch loans of concern (29.2%). Rating Outlooks
reflect the likely direction of any rating changes over the next
one to two years. As of the September 2008 distribution date, the
transaction has paid down by 0.03% to $7.560 billion from $7.563
at issuance. Two loans (1.2%) are in special servicing.

The larger specially serviced loan (0.64%) is secured by a
portfolio of 11 cross-collateralized, cross-defaulted limited and
full service hotels totaling 2,187 rooms and located across seven
states throughout the Midwest, East, and Southeast. The loan was
transferred to special servicing in April 2008 due to imminent
monetary default. The borrower continued to pay debt service
through August 2008 but defaulted in September 2008.The borrower
has been delinquent with its franchisors and has not provided
adequate financial statements or business plans.

The second specially serviced loan (0.57%) is a 561 unit
multifamily property located in Georgia. The loan was transferred
to special servicing on July 2, 2008 due to monetary default. The
property is now posted for foreclosure.

Fitch loans of concern (29.2%) include several loans back by
transitional assets (12.5%) whose performance has declined since
issuance as well as loans with debt service shortfalls and no
remaining reserves. At issuance, the transitional assets, which
are located in several markets, were expected to benefit from
rental growth due to below market lease turnover which has yet to
materialize. The third, ninth and 10th largest loans (10.5%) are
considered Fitch loans of concern due to low servicer reported
year-end 2007 (YE07) DSCRs.

The third largest loan, Two California Plaza (6.2%), is
collateralized by an office property located in Los Angeles, CA.
The sponsor is Maguire Properties, Inc. As of year end (YE) 2007,
the servicer reported debt service coverage ratio (DSCR) was 0.74
times (x) compared to a DSCR at issuance of 1.20x. At issuance, a
$3.0 million debt service reserve was established, which has been
depleted.

The ninth largest loan, 550 South Hope Street (2.2%), is
collateralized by an office building located in Los Angeles, CA,
whose sponsor is also Maguire Properties, Inc. As of YE07, the
DSCR was 0.45x compared to a DSCR of 1.23x at issuance. Increased
rental income is expected at the property as the current tenants
roll to market levels. However, lease expirations for 2008, 2009,
2010 are 9.0%, 11.4% and 10.1%, respectively and the current
market vacancy is 12.5%. Occupancy at issuance was 89.3% compared
to YE07 occupancy of 95.4%. At issuance, a $4.5 million debt
service reserve was established, of which $1.4 million remains.

Finally, the 10th largest loan, Harbor Point Apartments (2.1%), is
collateralized by a multifamily property located in Boston, MA.
Sponsorship includes CMJ, Keen Development Corp., and Cruz
Columbia Point, Inc. As of YE07, the DSCR was 0.96x compared to a
DSCR at issuance of 1.15x. The low DSCRs are primarily the result
of tenants paying below-market rents. At issuance, the loans
income was based on a stabilization plan of increasing rent and
rental growth in future years which may not occur as expected due
to current market conditions. In addition, the property includes
400 units of subsidized housing. At issuance, the loan was
structured with a $2.9 million debt service reserve and the
remaining balance is $2.7 million.

The Shorenstein Portland Portfolio (9.2%) is the largest loan in
the transaction. It is secured by 46 office buildings with a total
of 3.8 million square feet (sf). The buildings are located
throughout the greater Portland area. The loan has exhibited
improved performance since issuance. The loan's DSCR and occupancy
at issuance were 1.34x and 94.1%. As of YE 2007, the servicer-
reported DSCR has increased to 1.37x and occupancy was 86.6%. The
loan matures on April 6, 2017.

The transaction has minimal near-term maturity risk as none of the
loans mature prior to 2011 and 85.6% of the pool matures in 2017.

Fitch will continue to closely monitor the loans of concern to
determine whether planned rental growth will be realized.


HARBOURVIEW CDO III: S&P Cuts Class A Rating to 'CCC'; Watch Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A notes issued by HarbourView CDO III Ltd. to 'CCC' from 'B-'.
The rating remains on CreditWatch, where it was placed with
negative implications on Sept. 17, 2008.  HarbourView CDO III Ltd.
is a cash flow collateralized debt obligation of asset backed
securities (CDO of ABS) transaction that was originated in April
2001.

The lowered rating reflects the negative migration in the credit
quality of the underlying collateral and the increase in defaults
since S&P lowered S&P's rating on the class in July 2007.

Based on the Sept. 30, 2008, trustee report, 35.97% of the assets
in the portfolio ($33.304 million) are considered defaulted, up
from 23.65% ($28.669 million) as of the June 5, 2007, trustee
report.  Over the same period, the percentage of speculative-grade
assets in the portfolio has increased by 3.05%.

On June 9, 2005, the majority of the class A noteholders for
HarbourView CDO III Ltd. (the controlling class under the terms of
the transaction's indenture) directed the trustee to accelerate
the maturity of all of the notes in accordance with section 5.2(a)
of the indenture.  The deal previously triggered an event of
default under section 5.1(i) of the indenture.  Due to the
acceleration, after meeting the requirements for specific expenses
and class A interest, the remaining available cash is diverted to
pay down the principal of the class A notes, which have paid down
approximately $242.693 million since issuance.

       Rating Lowered and Remaining on CreditWatch Negative

HarbourView CDO III Ltd.

                  Rating

  Class     To                  From         Current bal. (mil. $)
  -----     --                  ----         ---------------------

  A         CCC/Watch Neg       B-/Watch Neg                68.556

Transaction Information

Issuer:              HarbourView CDO III Ltd.

Co-issuer:           HarbourView CDO III Funding Corp.

Collateral manager:  HarbourView Asset Management Corp.

Underwriter:         Lehman Bros. Inc.

Trustee:             Deutsche Bank Trust Co. Americas


HOVNANIAN ENTERPRISES: Fitch Says Debt Exchange Offer Good Move
---------------------------------------------------------------
Hovnanian Enterprises, Inc. (NYSE:HOV) announced the commencement
of a private offer to exchange senior unsecured notes in a private
placement for new 18% senior secured notes due 2017. The secured
notes will be secured on a third-priority basis by substantially
all the assets owned by the company to the extent such assets
secure obligations under the company's revolving credit agreement,
second-priority secured notes and certain permitted debt.

This transaction is not being prompted by short-term liquidity
concerns, nor is it being triggered by covenants under the
company's revolving credit facility or secured second-lien notes.
Hovnanian currently has adequate liquidity, with $677 million of
cash on the balance sheet as of July 31, 2008, with no debt
maturities until 2010, when $100 million of senior subordinated
notes come due. The company has also generated approximately $650
million of cash from operations for the latest 12 months ending
July 31, 2008.

The debt exchange offer is an opportunistic transaction for
Hovnanian that would allow the company to lower its absolute debt
levels by approximately $350 million and extend the maturity on
$250 million of its current debt to 2017. While the interest rate
on the new secured notes will be higher (at 18%) compared with the
interest rates of its existing unsecured notes (between 6 1/4% and
8 5/8%), interest expense is not expected to increase
significantly given the considerable discount at which the
unsecured notes are being exchanged. Hovnanian is offering to
exchange the new secured notes for 40%-47% of the original
principal amount of the unsecured notes that are subject to the
exchange offer.


HVHC INC: S&P Raises Sr. Secured Debt Rating A Notch to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on HVHC
Inc. to stable from negative.  Standard & Poor's also said that it
affirmed its 'BB' counterparty credit rating on HVHC.

In addition, Standard & Poor's raised its senior secured debt
rating on HVHC's credit facilities to 'BB+' (one notch above the
counterparty credit rating on the company) from 'BB'.  Standard &
Poor's also revised its recovery rating on these loans to '2' from
'3', indicating that lenders can expect substantial (90%-100%)
recovery in the event of a payment default.

HVHC is the holding company for a portfolio of eye care services
and eyewear-related companies.  "The ratings on HVHC are based on
its competitive advantages related to its vertical integration,
favorable long-term industry fundamentals and demographic trends,
and good earnings profile that supports improving credit metrics,"
said Standard & Poor's credit analyst James Sung.  "Offsetting
these strengths are the highly competitive and fragmented
competitive landscape, balance sheet quality that is constrained
by a high level of goodwill and intangibles, and a moderate level
of debt leverage."

The outlook revision is based on HVHC's financial results through
the first nine months of 2008, which suggest that the company will
meet its full-year expectations.  In addition, the company
continues to pay down its debt prudently, and improve credit
metrics (debt to capital, debt to EBITDA, and interest coverage).

The revised recovery rating and notching reflect a significant
decrease in senior secured debt outstanding than S&P took into
account in its previous analysis. HVHC's senior secured credit
facilities consist of a $155 million first-lien term loan B due
2013 and a $30 million revolver due 2011.  In the third quarter of
2008, HVHC received a $50 million capital contribution from its
parent company, Highmark Inc. (A/Stable/--), for the primary
purpose of paying down debt.

HVHC, a wholly owned subsidiary of Highmark, provides eye care
service and eyewear-related products through its subsidiaries,
which include Davis Vision Inc. (managed vision care services),
Viva Optique Inc. (eyewear design/distribution), and ECCA Holdings
Corp., a holding company for Eye Care Centers of America Inc.
(optical retail stores).  Standard & Poor's analyzes HVHC's
financial profile exclusive of the financial results of the ECCA
subsidiaries because HVHC and ECCA each has its own financing with
no cross-guarantees and restrictions on dividends. HVHC and ECCA
debt are also nonrecourse to the parent company, Highmark Inc.


For 2008, S&P expects that HVHC's credit metrics will remain
supportive of the rating. Sustained revenue and earnings growth,
along with improved credit metrics, over the next 12 months could
support a potential outlook revision to positive.  However, S&P
expects that developing recessionary pressures and increased
competition could dampen HVHC's revenue and earnings growth in
2009.


HYDROGEN LLC: Bankruptcy Filing Cues Nasdaq to Delist Stocks
------------------------------------------------------------
HydroGen Corporation received a Nasdaq Staff delisting letter on
indicating that the company's securities will be delisted from The
Nasdaq Stock Market in accordance with Marketplace Rules 4300,
4340(b) and IM 4300, due to the filing of a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code by the company's
subsidiary, HydroGen, L.L.C.

Accordingly, if the company does not appeal this decision, the
trading of the company's common stock will be suspended at the
opening of business on Nov. 7, 2008, and a Form 25-NSE will be
filed with the Securities and Exchange Commission, which will
remove the company's securities from registration and listing on
The Nasdaq Stock Market.  The company has determined not to appeal
the Nasdaq Staff decision to delist the company's securities.

The company has been advised that its securities are immediately
eligible for quotation in the Pink Sheets, an electronic quotation
service for securities traded over-the-counter, effective as of
the open of business on Nov. 7, 2008.  In addition, the company
intends to request that one of its current market makers file the
necessary application with the Financial Industry Regulatory
Authority to quote the securities and, as a result, the company
anticipates that its securities will be quoted on the Over-the-
Counter Bulletin Board in the near future.

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.


IDEARC INC: S&P Cuts Rating to 'B-' From 'B+'; on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Idearc Inc. to 'B-' from 'B+'.  The rating, along with
all issue-level ratings on the company, was placed on CreditWatch
with negative implications.

At the same time, S&P revised its recovery rating on the company's
senior secured credit facility to '3', indicating the expectation
for meaningful (50% to 70%) recovery in the event of a payment
default, from '1'.  The issue-level rating on this debt
accordingly revised to 'B-' (at the same level as the 'B-'
corporate credit rating on Idearc) from 'BB'.  The recovery rating
change reflects a lowering of the emergence EBITDA multiple to 5x
from 6x, and a more significant decline in cash flow than S&P used
in its previous analysis.  The lower issue-level rating on the
credit facility reflects the two-notch downgrade of the corporate
credit rating, plus another two notches due to the revision of the
recovery rating.

In addition, S&P lowered its rating on the Idearc's senior
unsecured debt to 'CCC' (two notches lower than the corporate
credit rating) from 'B-', while the recovery rating on this debt
remains at '6', indicating the expectation for negligible (0% to
10%) recovery in the event of a payment default.

"The ratings downgrade and CreditWatch listing reflects Idearc's
announcement that it has retained Merrill Lynch & Co. and Moelis &
Company as financial advisors to review strategic alternatives
related to the company's capital structure," explained Standard &
Poor's credit analyst Emile Courtney.  "Although Idearc has not
disclosed the extent of the potential recapitalization and states
that there are no assurances it will pursue one, we believe the
probability has increased meaningfully that it may undertake
significant transactions that we could deem as distressed
exchanges."

In addition, operating performance has deteriorated at Idearc.
Reported EBITDA declined by 16% in the nine months ended September
2008, and by 24% in the September 2008 quarter.  Idearc has
announced that it expects $50 million in realized cost savings in
2008, and that it has completed one-half of a 20% reduction in
headcount and the closing of multiple offices.  Even so, S&P now
expects that EBITDA could decline in the 20% area in 2008, versus
S&P's previous expectation of about 10%, and lease-adjusted debt
to EBITDA (net of opportunistic revolver drawings of $247 million)
was 6.4x at September 2008.  Even though operating performance has
deteriorated significantly this year,

Idearc generated $340 million in free cash flow in the nine months
ended September 2008 and had $304 million in cash balances at that
time.  In addition, S&P estimate that the company's bank
calculation of net leverage was at about 6.40x at September 2008,
versus a covenant of 7.25x.

S&P will resolve the CreditWatch listing once S&P has the
opportunity to assess the company's recapitalization plans, if
any, and after it conducts a review of expected operating
performance over the intermediate term.


INTEREP NAT'L: Trustee Continues Operations Despite Chapter 7
-------------------------------------------------------------
Following the conversion of Interep National Radio Sales Inc.'s
Chapter 11 case to a liquidation under Chapter 7, trustee Kenneth
Silverman said that the company remains in operation, Streaming
Magazine (Florida) reported last week.

In a court filing Monday, Mr. Silverman asked the Court for
authority to operate Interep on a limited basis through
Jan. 30, 2009, and to use available funds to "maintain and
preserve [Interep's] business and assets."

Interep's motion to the U.S. Bankruptcy Court in the Southern
District of New York was granted last week to convert the filing
from Chapter 11 reorganization to Chapter 7.

The report says however that Interep -- whose clients include CBS
Radio, Entercom, Buckley, Lincoln Financial, and others -- is
still open, and no layoffs have so far been reported.

As reported in the Troubled Company Reporter on Oct, 27, 2008,
Interep National Radio Sales Inc. and its debtor-affiliates asked
the Court to convert their Chapter 11 cases to a Chapter 7
liquidation proceeding, saying that:

  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, 200

Erica M. Ryland, Esq., at Jones Day, said the conversion of the
Debtors' cases is in the best interest of their estates and their
creditors.

                      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.


JPMORGAN CHASE TRUST: S&P Holds 'B' on Classes P, Q & T Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 25
commercial mortgage pass-through certificates from JPMorgan Chase
Commercial Mortgage Securities Trust 2007-LDP11.

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

As of the Oct. 15, 2008, remittance report, the trust collateral
consisted of 265 loans with an aggregate principal balance of
$5.401 billion, compared with the same number of loans totaling
$5.414 billion at issuance.  The master servicer, Wachovia Bank
N.A. (Wachovia), reported financial information for 89% of the
loans in the pool.  Sixty-one percent of the servicer-reported
information was year-end 2007 data, and the remainder was partial-
year 2008 data.  Based on this information, Standard & Poor's
calculated a weighted average debt service coverage (DSC) of
1.24x, compared with 1.34x at issuance.  To arrive at the current
weighted average DSC, S&P factored in the amortization of loans
accounting for 23% of the trust balance that originally had
partial interest-only (IO) periods ranging from 12 to 72 months.
All of the loans in the trust are current, and no loans are with
the special servicer.  The trust has incurred no losses to date.

The top 10 loans have an aggregate principal balance of
$1.78 billion (33%) and a weighted average DSC of 1.23x, compared
with 1.30x at issuance.  The fourth-largest loan in the pool is on
the master servicer's watchlist.  The sixth-largest loan, the
Franklin Mills loan, is not on Wachovia's watchlist but reported a
low DSC of 0.98x for the year ended Dec. 31, 2007.  This loan,
secured by 1.58 million sq. ft. of a 1.71 million-sq.-ft. super-
regional mall in Philadelphia, has a trust balance of
$174.0 million (3%) and a whole-loan balance of $290.0 million.
Operating performance has improved in 2008.  The DSC and occupancy
for the six months ended June 30, 2008, were 1.18x and 87%,
respectively.  Standard & Poor's reviewed the property inspection
reports provided by Wachovia for the assets underlying seven of
the top 10 loans.  With the exception of one of the properties
securing the Save Mart Portfolio loan being characterized as
"poor," the other assets were characterized as "good" or
"excellent."  Wachovia indicated that the inspection reports were
not available for the remaining properties.

The credit characteristics for the 175 West 72nd Street loan are
no longer consistent with those of investment-grade rated
obligations.  The $62.5 million (1%) loan is secured by a 133-unit
multifamily apartment complex, including 21,500 sq. ft. of
commercial space, in Manhattan.  Most of the residential units at
the property are subject to New York City's rent-stabilization
program.  To date, the borrower has converted 46 rent-stabilized
and rent-controlled units to market rent units. Wachovia reported
a 1.05x DSC for the six months ended June 30, 2008, and 100%
occupancy as of September 2008, compared with 2.28x and 100%,
respectively, at issuance.  Based on the borrower's operating
statements for the period ended June 30, 2008, and a rent roll
dated Sept. 29, 2008, Standard & Poor's analysis shows a valuation
decline of 4% since issuance, reflecting higher-than-expected
operating expenses and lower-than-expected market rental rates and
lower-than-expected rent-stabilized and rent-controlled units
being converted to market rent units.  In addition, $615,686 of
proceeds are no longer consistent with those of investment-grade
rated obligations.

Thirty-three loans in the pool, totaling $675.3 million (13%),
have reported low DSCs. The loans are secured by a variety of
retail, office, multifamily, self-storage, industrial, and mixed-
use properties.  These loans have an average balance of
$20.5 million and have experienced a weighted average decline in
DSC of 24% since issuance.  Twenty-one of the 33 loans are still
in their IO periods, with the partial-IO period net cash flow
(NCF) DSC close to or above 1.0x.  Additionally, five other loans
are secured by properties that have low per-sq.-ft. debt exposure,
in-place letters of credit for debt service, or have experienced
improved occupancy.  S&P have credit concerns with the remaining
seven loans in the pool ($64.0 million, 1%).  Most of the
properties securing these loans have experienced a decline in NCF
due to low occupancies or increased operating expenses.

Wachovia reported a watchlist of 57 loans totaling $1.088 billion
(20%), including the fourth-largest loan, the Save Mart Portfolio
loan, which constitutes 19% of the watchlist balance.  The Save
Mart Portfolio loan ($204.3 million, 4%) is secured by 31 single-
tenant grocery stores totaling 1.61 million sq. ft. in Northern
California. This loan is on the watchlist because one of the 31
stores is currently 100% vacant.  The mortgaged properties are
subject to a triple-net master lease until 2027.  Wachovia
reported a 1.10x DSC for the three months ended March 31, 2008.
The remaining loans are on the watchlist due to declines in DSC
since issuance or low occupancy.

Standard & Poor's identified eight loans totaling $74.3 million
that are secured by properties in areas affected by Hurricane Ike.
Wachovia indicated that the properties securing six of the eight
loans incurred minimal or no damage.  One property ($12.2 million)
sustained significant damage, and the borrower is waiting for the
insurance adjuster to assess an estimate of the damage costs.
Standard & Poor's was able to confirm that all of the loans have
business interruption insurance, six loans have flood insurance,
and seven loans have windstorm insurance.  Insurance coverage
information was not available for one of the eight loans.

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

                         Ratings Affirmed

JPMorgan Chase Commercial Mortgage Securities Trust 2007-LDP11
Commercial mortgage pass-through certificates

   Class         Rating     Credit enhancement (%)
   -----         ------     ----------------------
   A-1           AAA                         30.07
   A-2           AAA                         30.07
   A-2FL         AAA                         30.07
   A-3           AAA                         30.07
   A-4           AAA                         30.07
   A-SB          AAA                         30.07
   A-1A          AAA                         30.07
   A-M           AAA                         20.05
   A-J           AAA                         12.15
   B             AA+                         11.53
   C             AA                          10.02
   D             AA-                          9.02
   E             A+                           8.52
   F             A                            7.64
   G             A-                           6.64
   H             BBB+                         5.39
   J             BBB                          4.51
   K             BBB-                         3.13
   L             BB+                          2.76
   M             BB                           2.51
   N             BB-                          2.13
   P             B+                           2.00
   Q             B                            1.75
   T             B-                           1.38
   X             AAA                           N/A

                       N/A -- Not applicable


LAND RESOURCE: Bankruptcy May Affect Roaring River Project
----------------------------------------------------------
Land Resources LLC's bankruptcy filing could affect the Roaring
River project and its lot owners, The Register-Herald reports,
citing Fayette County Commissioner Matt Wender.

The Register relates that in July 2008, Land Resources -- the
parent company of Roaring River, a proposed 4,300-acre, master-
planned community in Fayette County -- closed its Fayetteville
office and laid off all of that office's workers.  Last week, Land
Resource said that it and 34 of its affiliates and subsidiaries
filed for Chapter 11 protection.

The Register quoted Land Resource Chairperson and CEO J. Robert
Ward as saying, "We deeply regret the impact the Chapter 11 filing
will have on property owners, vendors and employees.  We remain
mindful of our customers whose home sites and communities have not
yet been completed."

According to The Register, Mr. Ward said, "As part of this
process, we will explore the sale of all the company's assets to a
well capitalized and well positioned purchaser."

The Register states that about 80 lots have been sold as part of
the housing development.  The report says that the launching of
water and sewer services in July was canceled.  "Without that
infrastructure, the lot owners can't obtain building permits to
build on their lots.  Now, it appears that they can't get their
money back, either.  Those are the people I feel bad for in all of
this," the report quoted Mr. Wender as saying.  According to the
report, Mr. Wender said that he was surprised that Land Resources
had no escrow or bond funds to guarantee the water and sewer
infrastructure being completed.

The Register relates that Mr. Ward said, "Purchasers of Land
Resource's assets may elect to fulfill the developer's
obligations, including those related to funding homeowner
associations.  All transactions will be subject to bankruptcy
court approval."

                        About Land Resource

Headquartered in Orlando, Florida, Land Resource LLC --
http://www.landresource.com-- creates residential communities,
which includes coastal, lakefront and mountain locations in
Georgia, North Carolina, West Virginia, Tennessee and Florida

The company and its affiliates filed for Chapter 11 protection on
Oct. 30, 2008 (Bankr. M. D. Fla. Case No. 08-10159).  Jordi Guso,
Esq., at Berger Singerman, P.A.  The company listed assets of $100
million to $500 million and debts of $50 million to $100 million.
Trustee Services Inc. is the Debtors' notice, claims and balloting
agent.


LAS VEGAS SANDS: S&P Cuts Rating to 'B'; Stays at Watch Neg
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on the Las Vegas Sands Corp. (LVSC) family
of companies, including Las Vegas Sands LLC, its Venetian Casino
Resort LLC subsidiary, and affiliate VML U.S. Finance LLC, by one
notch.  The corporate credit rating was lowered to 'B' from 'B+'.
The corporate credit and issue-level ratings remain on CreditWatch
with negative implications, where they were initially placed on
July 16, 2008.

"The downgrade reflects our continuing concerns regarding the
weakening U.S. economy and its likely affect on gaming markets,
such as Las Vegas," said Standard & Poor's credit analyst Ben
Bubeck.

S&P expects that LVSC's performance will continue to be pressured
for at least the next few quarters, and that credit metrics will
remain more in line with the new ratings until there is a
substantial turnaround, which S&P is not anticipating until 2010.
In addition, the lower ratings and continuing CreditWatch listing
reflect S&P's ongoing concerns around LVSC's liquidity position.
While a $475 million investment by Sheldon Adelson (the chairman,
CEO, and majority owner) and his family on Sept. 30, 2008, allowed
the company to remain in compliance with covenants under its U.S.
senior secured credit facility and furniture, fixtures, and
equipment credit facility, S&P expects this is only a temporary
fix.  The consolidated leverage ratio covenant under this senior
secured credit facility tightens in the March 2009 quarter.  While
LVSC has the ability to make a contribution of $50 million to
increase the EBITDA component of each covenant again in the
December 2008 quarter, it is clear that Las Vegas Sands LLC (the
borrower under this facility) will likely require an additional
equity infusion to remain in compliance, especially as the ratio
steps down.  The form and extent of this infusion, as well as
additional support to be provided by Sheldon Adelson and his
family remains unclear at this point.

In addition to S&P's concerns around the Las Vegas operations,
LVSC continues to require a significant amount of capital to fund
its development pipeline in Macau. The Chinese government has
recently restricted visitation policies in Macau, and a slowing
growth trajectory in revenues and visitation in the market has
followed.  S&P believes that modest revenue declines, similar to
those preliminarily reported in the month of September, are likely
in Macau until visa restrictions are eased, which may challenge
the company's ability to raise capital.

The company announced on Oct. 24, 2008, that it is working to
develop a capital raising program and that Sheldon Adelson and his
family intend to participate.  If successful, S&P believes that
this will alleviate its liquidity challenges.

Resolution of the CreditWatch listing will consider several key
factors, including:

   -- Better clarity on the company's capital raising program and
      the extent of additional support to be provided by Sheldon
      Adelson, as well as any other sources of capital, to ensure
      adequate liquidity to support funding needs throughout the
      portfolio and the ability to remain in compliance with the
      U.S. bank facility;

   -- A better understanding of the company's plans to finance
      ongoing expansion efforts in Macau within the context of the
      currently challenging capital market conditions, clarity
      around the flexibility and/or intention to amend or postpone
      portions of the project pipeline, and an assessment of the
      cash flow potential of existing and future assets in this
      market;

   -- An assessment of the cash flow potential of the company's
      Las Vegas Strip assets given weak trends observed and
      expected across this market and additional capacity
      scheduled to come online over the next several quarters; and

   -- An update on the progress and anticipated timing around
      additional projects in the pipeline (including the Las Vegas
      condominium tower, Sands Bethworks in Pennsylvania, and
      Marina Bay Sands in Singapore).


LBREP/L-SUNCAL: Court Denies Chapter 7 Conversion
-------------------------------------------------
Hon. Erithe Smith of the United States Bankruptcy Court for the
Central District of California denied the request of LBREP/L-
SunCal Master I LLC and three affiliates to convert their
involuntary Chapter 11 reorganization cases to a voluntary Chapter
7 liquidation proceedings.

The Court also directed the appointment of a Chapter 11 trustee.

SunCal, et al., wanted a conversion of the Chapter 11 case filed
by their second-lien lenders and cited that they have no equity in
the collateral, no encumbered assets and no financing for a
Chapter 11 proceeding.

According to Bloomberg's Bill Rochelle, Lehman Commercial Paper
Inc., the first-lien creditor whose foreclosure was stopped by the
involuntary filing, sought permission to complete foreclosure and
said the involuntary petition was filed in violation of an inter-
creditor agreement.

SunCal says it has $466 million in secured debt, including
$235 million owing to Lehman and $85 million to the second-lien
creditors, led by Gramercy Warehouse Funding LLC as agent.

                      About LBREP/L-SUNCAL

Gramercy Warehouse Funding LLC and several creditors filed
involuntary petitions each against LBREP/L-SunCal Master I
LLC, LBREP/L-SunCal McAllister Ranch LLC, LBREP/L-SunCal McSweeny
Farms LLC, and LBREP/L-SunCal Summerwind Ranch LLC on Sept. 11,
2008 (Bankr. C.D. Calif Case No. 08-15588, 08-15637, 08-15639, and
08-15640).  Daniel H. Reiss, Esq., at Levene, Neale, Bender,
Rankin & Brill represents the petitioners.


LEHMAN BROTHERS: Faces Suit from Protected Notes Investors
----------------------------------------------------------
The Securities Law Firm of Klayman & Toskes, P.A., is
investigating claims on behalf of investors who purchased Lehman
Brothers structured products including Lehman Brothers Principal
Protected Notes from UBS.

Also referred to as guaranteed linked notes, Lehman Principal
Protected Notes were "structured products" that combined fixed
income investments with derivatives.  What resulted was a product
that supposedly provided the protection of fixed income, with the
upside of the stock market.

UBS customers have complained that they were misled into believing
that these Lehman Principal Protected Notes were safe and secure
investments, and that their principal was fully protected.  In
reality, however, investors of Lehman Principal Protected Notes
were subject to a significant amount of risk. Lehman was not
investing the money received from the principal notes, but instead
they were using it to fund their operations in the face of
mounting losses stemming from the collapse of the subprime
markets.  Further, Lehman defaulted on many of these protected
notes several months ago and they have not traded since. With the
bankruptcy of Lehman Brothers, the protected notes are worthless.

The lawyers at the Law Firm of Klayman & Toskes are pursuing
claims on behalf of investors who have suffered significant
losses.  For a discussion on this report or information on
investigation, contact Steven D. Toskes, Esquire or Jahan K.
Manasseh, Esquire of Klayman & Toskes, P.A., at (888) 997-9956.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

The September 15 Chapter 11 filing by Lehman Brothers Holdings,
Inc., does not include any of its subsidiaries.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008. The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of JPY4
trillion -- US$38 billion).  Lehman Brothers Japan Inc. reported
about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.


LEHMAN BROTHERS: Wants Add'l Employees During Wind-Down
-------------------------------------------------------
Lehman Brothers Holdings, Inc., is set to implement what it called
a retention and recruitment program to hire additional employees.

LBHI disclosed to the U.S. Bankruptcy Court for the Southern
District of New York about its plan to implement the program,
under which it would hire about 480 additional employees and
retain the 140 employees who are currently working with the
company.

As of October 24, Lehman Brothers Holdings' workforce is comprised
of about 140 employees.  A team of about 125 personnel from its
restructuring manager, Alvarez and Marsal, is also assisting the
company.

"In order to be successful in its tasks, A&M needs support of
these employees contemplated in the retention and recruitment
program to administer and wind-down [Lehman Brothers Holdings']
principal investments, real estate, derivatives book, loan books
as well as many other assets," Mr. Krasnow said.  He said that
most of the employees being targeted for recruitment are former
employees of the company.

The Official Committee of Unsecured Creditors expressed support
for the program, saying it would "preserve and maximize asset
recoveries in the most cost-effective and efficient manner."

                      The Retention Program

Under the proposed program, the employees would be divided into
asset divestiture and operational teams.  The asset divestiture
team would be divided into smaller teams to oversee the
administration and wind-down of Lehman Brothers Holdings' loan
book, derivatives book, private equity or proprietary portfolios,
international operations, domestic banks, real estate portfolios
and other assets.

Meanwhile, the operational team would be divided into smaller
teams to oversee audits and claims, treasury, accounting, finance,
wind-down and transition, data preservation, forensic analysis and
review, and information technology.

The recruitment of 480 additional employees under the program
would increase the aggregate base salary of Lehman Brothers
Holdings' employees payable during the wind-down period from about
$15.5 million to about $96 million, according to Mr. Krasnow.

A hearing to consider approval of the proposed retention and
recruitment program is scheduled for Nov. 18, at 10:00 a.m.
Creditors and other concerned parties have until Nov. 14, at 4:00
p.m., to file their objections.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

The September 15 Chapter 11 filing by Lehman Brothers Holdings,
Inc., does not include any of its subsidiaries.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008. The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of JPY4
trillion -- US$38 billion).  Lehman Brothers Japan Inc. reported
about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.


LEVITZ FURNITURE: Court Coverts Cases to Chapter 7 Liquidation
--------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York has ordered the conversion of Levitz
Furniture Inc. and its debtor-affiliates' Chapter 11 cases to
Chapter 7 liquidation, according to papers filed Monday with the
Court, Bloomberg News reported on Thursday.  A court-appointed
trustee will oversee the sale of its remaining merchandise.

Judge Gerber also ordered the company to file a schedule of unpaid
debts incurred postpetiton within 15 days, and a final report on
those debts within 30 days.

Albert Togut will be the interim trustee for the case, according
to court filings.

According to the report, the U.S. Trustee asked the judge to
convert the cases to Chapter 7 liquidation in August, saying that
Levitz had a "razor thin margin of administrative solvency" and
was unable to file a plan of reorganization.

This is Levitz' third bankruptcy filing in 11 years.  Levitz filed
for bankruptcy protection in 1997 and emerged in 2001.  The
company filed a second Chapter 11 in October 2005, which was
dismissed in March 2008.

                   About Levitz Furniture/PVLTZ

Based in New York City, Levitz Furniture Inc., --
http://www.levitz.com/-- is a specialty retailer of furniture,
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.
Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

On March 28, 2008, the Court dismissed the chapter 11 cases of
Levitz II.

In December 2005, the Levitz II debtors sold substantially all of
their assets to PLVTZ, LLC, an affiliate of Prentice Capital
Management LLP, and the Pride Capital Group, doing business as
Great American Group.  Initially, Prentice owned all of the equity
interests in PLVTZ.  On July 6, 2007, PLVTZ was converted into a
Delaware corporation, and Harbinger Capital Partners Special
Situations Fund, LP, Harbinger Capital Partners Master Fund I,
Ltd., and their affiliates became minority shareholders.  Great
American's stake in the acquisition was in running the going-out-
of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the Debtors'
claims and noticing agent.  The Debtor's schedules show total
assets of $123,842,190 and total liabilities of $76,421,661.


LINK RECREATIONAL: Files for Chapter 11 Protection in St. Paul
--------------------------------------------------------------
Minong-based Link Recreational filed Chapter 11 bankruptcy in
October 2008 in hopes to reorganize the company and remain in
business, the Duluth News Tribune (Minnesota) reported Wednesday.

According to the filing in U.S. Bankruptcy Court for the District
of Minnesota, the company listed less that than $50,000 in assets,
and between $1 million and $10 million in total debt owed to at
least 200 companies.

The company said in the filing that it should be able to pay off
all the debts.

The company reported $19.3 million in sales in fiscal year 2007
and had a payroll of 125 employees, according to business Web site
Hoover's.

Based in Minong, Wisconsin, Link Rec, Inc., also known as Link
Recreational Inc., is a boat dealer.  The company filed for
Chapter 11 relief on Oct. 6, 2008 (Bankr. D. Minn. Case No.
08-35195).  Steven B. Nosek, Esq. Represents the Debtor as
counsel.  When the Debtor filed for protection from its creditors,
it listed assets of less that $50,000 and debts of $1.0 million to
$10 million.


MEDCOMSOFT INC: Board OKs Hiring of Trustee for Possible BIA
------------------------------------------------------------
MedcomSoft Inc.'s board of directors has approved the hiring of a
Trustee under a Notice of Intention to Make a Proposal to
Creditors under the Bankruptcy and Insolvency Act (Canada).  The
board authorized this action to provide a well established forum
to manage cash resources and liabilities, to provide a forum for
interested investors or buyers to make an offer to restructure the
current entity and to create a statutory driven time frame for
management to deal with potential investors.

An offer may be made by any existing or potential equity investor,
creditor or purchaser.  "Our most pressing concern at the current
time is to make sure our customers have the support necessary to
continue using our product and we will make every effort to retain
crucial support personnel to discharge this obligation to the best
of our ability", Rob Wilson, interim CEO, noted.

On Sept. 8, 2008, the company had retained the Health Care
Investment Banking Group of Raymond James Associates to explore
funding and strategic alternatives to support the execution of a
revised business plan that had been approved by the board.  At
that time management estimated that approximately $15 million of
additional capital would be required by the company to implement
all elements of the revised business plan.

In addition, the company had identified a senior management team
with extensive domain expertise and a track record of success in
the U.S. Healthcare market.  Subject to completion of the targeted
financing and final negotiation of mutually satisfactory
employment terms, this senior management team had agreed to join
the company to drive the execution of the revised business plan.

"We have been advised by Raymond James that, while several
investors or buyers that they had contacted in the execution of
their mandate had expressed an interest in the company's product,
and specifically access to the high quality management team we had
identified, there was not sufficient interest expressed in
directly investing new capital in the current corporate structure
as to make the prospect of raising the required $15 million in
funding viable," Mr. Wilson stated.  "Specifically, investors and
potential buyers expressed concern about the current financial
position of the company, its public structure and its difficulty
in executing the business plan, including skepticism of the
proposed direct sale channel approach."

"I am very disappointed we could not achieve a better outcome for
all our stakeholders including customers, employees, vendors,
creditors and shareholders.  Raymond James has done an outstanding
job in providing a full canvas of very knowledgeable HIT investors
and I have had an extremely qualified and experienced management
team identified to take the Company to the next level and actively
engaged in this process," Mr. Wilson continued.

"We still have several interested parties that may want a portion
or all of the assets of the company and Mr. James will remain
engaged through the NOI process to advise us if an appropriate
investor or buyer come forth in these proceedings," Mr. Wilson
stated.

The company completed MedcomSoft Record UE (Version 4.6) and has
made preparation for beta testing of the product.  However, due to
constrained cash resources, further development and testing of the
product will be restricted until additional financing can be
secured.

"MedcomSoft Record UE (Version 4.6) is one of our most tested and
advanced products to date, and it is only through significant
dedication of our employees in a very difficult operating
environment that this project was completed", Mr. Wilson said.

The Toronto Stock Exchange has notified the company of its failure
to meet the listing requirements, and therefore the company's
management cannot offer assurance that it will be able to continue
to have its common shares listed on the TSX.

MedcomSoft has received the resignations of each of its board
members namely John Gillberry, Ray Simonson, John Radford and
James Havemen.  It is anticipated that Rob Wilson and Nick
Clemenzi, the company's chief financial officer, will continue to
be engaged during the NOI process.

                         About MedcomSoft

Headquartered in Toronto, Ontario, MedcomSoft Inc. (TSE:MSF) --
http://www.medcomsoft.com/-- develops and distributes software
solutions to the healthcare industry in Canada and United States.
The company develops, markets, licenses and supports healthcare
software solutions to the office-based or ambulatory care market
designed with improving the quality of patient care.  MedcomSoft's
products include MedcomSoft record UE and MedcomSoft clinical data
repository.  Its subsidiaries include MedcomSoft Corporation,
MedcomSoft Australia Pty Ltd. and BNK Informatics Canada Inc.


MERGE HEALTHCARE: Sept. 30 Balance Sheet Upside-Down by $6.8MM
--------------------------------------------------------------
Merge Healthcare Incorporated's balance sheet at Sept. 30, 2008,
showed total assets of $53,533,000, total liabilities of
$46,674,000 and shareholders' deficit of $6,859,000.

The company disclosed financial results for the third quarter and
nine months ended Sept. 30, 2008.

Net income for the third quarter of 2008 was $400,000 compared to
a net loss of $141.6 million in the third quarter of 2007 and a
net loss of $18.2 million in the second quarter of 2008.

For the third quarter ended Sept. 30, 2008, net sales totaled
$14.6 million, compared to $14.1 million in the third quarter
ended Sept. 30, 2007, and $13.3 million in the second quarter
ended June 30, 2008.

Operating income for the third quarter ended Sept. 30, 2008, was
$1.3 million, compared to operating losses of $141.9 million in
the third quarter ended Sept. 30, 2007, and $18.3 million in the
second quarter ended June 30, 2008.  Contributing to the operating
loss for the third quarter of 2007 was a goodwill impairment
charge of $122.4 million.  Contributing to the operating loss for
the second quarter of 2008 were a restructuring charge of
$7.5 million and a $3.0 million charge associated with the
settlement of a class action lawsuit against the company.

During the third quarter of 2008, the cash balance decreased by
approximately $6.3 million to approximately $14.4 million at
Sept. 30, 2008.  The decreased cash balance was attributable to
non-core activities consisting primarily of $4.0 million in
restructuring-related payments and $3.3 million of lawsuit
settlement payments.

Net loss for the nine months ended Sept. 30, 2008, totaled
$25.6 million compared to a loss of $162.0 million for the nine
months ended Sept. 30, 2007.

For the nine months ended Sept. 30, 2008, net sales totaled
$41.7 million, compared to $44.0 million for the nine months ended
Sept. 30, 2007.  The operating loss for the nine months ended
Sept. 30, 2008 was $25.4 million compared to an operating loss of
$162.8 million for the nine months ended Sept. 30, 2007.

A full-text copy of the company's third quarter financial results
are available for free at http://ResearchArchives.com/t/s?3484

               About Merge Healthcare Incorporated

Based in Milwaukee, Wisconsin, Merge Healthcare Incorporated
(Nasdaq: MRGE; TSX: MRG) -- http://www.mergehealthcare.com/-- is
a developer of medical imaging and clinical software applications
and developmental tools.  The company develops medical imaging
software solutions that support end-to-end business and clinical
workflow for radiology department and specialty practices, imaging
centers and hospitals.

                       Possible Bankruptcy

As reported in the Troubled Company Reporter on May 16, 2008, if
adequate funds are not available or are not available on
acceptable terms, the company will likely not be able to fund its
new teleradiology business, take advantage of unanticipated
opportunities, develop or enhance services or products, respond to
competitive pressures, or continue as a going concern beyond
June 30, 2008, and may have to seek bankruptcy protection.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 29, 2008,
KPMG LLP in Chicago expressed substantial doubt about Merge
Healthcare Incorporated'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 negative cash
flows.

The company says it has generated losses from operations over the
past nine consecutive quarters and the company currently has no
credit facility.  As a result, the company is currently completely
dependent on available cash and operating cash flow to meet its
capital needs.


METALDYNE CORP: Defaults on Interest Dues, Mulls Prepackaged Plan
-----------------------------------------------------------------
Metaldyne Corporation elected not to make the November 1 interest
payment on its 10% Senior Notes due 2013.  At the same time, the
company is also soliciting ballots in favor of a pre-packaged plan
of reorganization, which is an option that the company would
consider only if the tender offer is not completed.

The plan of reorganization proposes that general unsecured
creditors, including suppliers to the debtors, would be paid in
full and in cash as of the effective date of the plan or in the
ordinary course of business.  If the tender offer is successfully
completed, Metaldyne would have significantly de-leveraged its
balance sheet as compared to current levels.

The consummation of the tender offer is subject to the
satisfaction or waiver by Metaldyne of certain conditions,
including that not less than 95% of the aggregate principal amount
of the 2012 Bonds and the 2013 Bonds are tendered.

Terry Iwasaki, Metaldyne VP and CFO, said, "We have elected not to
pay the interest on the 2013 Bonds at this time because we have
launched a tender offer to purchase all the 2013 Bonds as well as
our outstanding Senior Subordinated Notes due 2012 at prices that
include all accrued and unpaid interest through the purchase date.
As we said in the Offer to Purchase, no additional payment of
interest will be made in respect of bonds tendered and accepted
for payment."

The company launched a tender offer to purchase all of its
outstanding 11% Senior Subordinated Notes due 2012 and all of its
outstanding 2013 Bonds on Wednesday, Oct. 29, 2008.  The company
is offering to pay $106.30 per $1,000 principal amount of 2012
Bonds and $270.18 per $1,000 amount of 2013 Bonds for bonds
tendered and accepted for payment on or prior to an early
participation date, which is November 12, 2008 unless extended.

The company is offering to pay $101.30 per $1,000 principal amount
of 2012 Bonds and $265.18 per $1,000 principal amount of 2013
Bonds for Bonds tendered and accepted for payment after the early
participation date but on or prior to the expiration date, which
is Nov. 26, 2008 unless extended.

According to Bill Rochelle at Bloomberg News, if fewer than 95
percent of the bonds are tendered by the Nov. 26 deadline,
Metaldyne says it intends to complete the exchange through filing
a prepackaged Chapter 11 petition.  To that end, Metaldyne, the
report says, is soliciting acceptances of a bankruptcy
reorganization plan along with the tender offer.

The combined outstanding aggregate principal amount of the 2012
Bonds and the 2013 Bonds is $392.2 million.  Concurrently with the
tender offer, the company is soliciting consents to amend the
relevant indentures to eliminate substantially all of the
restrictive covenants and certain events of default and release
all collateral securing the bonds.  Adoption of the proposed
amendments requires the consents of holders of at least two-thirds
of the outstanding principal amount of each of the 2012 Bonds and
2013 Bonds.

The indenture governing the 2013 Bonds provides for a 30-day grace
period in which interest payments may be made.  The failure to pay
interest on November 3, 2008, constitutes a default under the
indenture.  Default would become an event of default after the
30-day grace period, which expires on Dec. 2, 2008.

Mr. Iwasaki added that "Because the early participation date is
Nov. 12, and the expiration date is November 26, we expect to
accept tendered bonds for payment on or prior to Dec. 2, 2008.  If
all bonds are not tendered, we will evaluate our options at that
time."

                       Cash Tender Offering

The company launched on Oct. 29, 2008, a cash tender offer for
100% of its outstanding bonds, which have a combined aggregate
principal amount of $392.2 million. Cash for the tender offer,
along with cash for general funding purposes, will be provided by
Asahi Tec, Metaldyne's parent company, after receiving funds from
RHJ International, Asahi Tec's largest shareholder, and certain of
Metaldyne's customers.

"We have been working for several weeks with certain bondholders,
RHJ International, our lender group, and certain customers, and we
are pleased to be in a position to launch this tender offer," said
Thomas A. Amato, Metaldyne chairman and CEO and co-CEO of Asahi
Tec.  "This framework is one of the more creative approaches to a
transaction in the automotive supplier space.  We believe it will
benefit our customers, suppliers and employees and create value
for Metaldyne's stakeholders."

                          About Metaldyne

Headquartered in Plymouth, Michigan, Metaldyne Corp. --
http://www.metaldyne.com-- is a wholly owned subsidiary of Asahi
Tec, a Shizuoka, Japan-based chassis and powertrain component
supplier in the passenger car/light truck and medium/heavy truck
segments.  Asahi Tec is listed on the Tokyo Stock Exchange.  The
company designs and supplies 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.


ML-CFC COMMERCIAL: Fitch Cuts Ratings on Classes L, M & N to 'B'
----------------------------------------------------------------
Fitch Ratings downgrades seven classes of ML-CFC Commercial
Mortgage Trust's commercial mortgage pass-through certificates,
series 2007-6 and assigns Rating Outlooks:

   -- $24.1 million class G to 'BBB-' from 'BBB'; Outlook
Negative;

   -- $26.8 million class H to 'BB+' from 'BBB-'; Outlook
Negative;

   -- $5.4 million class J to 'BB' from 'BB+'; Outlook Negative;
   -- $5.4 million class K to 'BB-' from 'BB'; Outlook Negative;
   -- $5.4 million class L to 'B+' from 'BB-'; Outlook Negative;
   -- $5.4 million class M to 'B' from 'B+'; Outlook Negative;
   -- $5.4 million class N to 'B-' from 'B'; Outlook Negative.

In addition, Fitch affirms and assigns Rating Outlooks to these
classes:

   -- $20.8 million class A-1 at 'AAA'; Outlook Stable;
   -- $170.4 million class A-2 at 'AAA'; Outlook Stable;
   -- $150 million class A-2FL at 'AAA'; Outlook Stable;
   -- $60.7 million class A-3 at 'AAA'; Outlook Stable;
   -- $730 million class A-4 at 'AAA'; Outlook Stable;
   -- $364.4 million class A-1A at 'AAA'; Outlook Stable;
   -- $214.6 million class AM at 'AAA'; Outlook Stable;
   -- $107.4 million class A-J at 'AAA'; Outlook Stable;
   -- $75 million class AJ-FL at 'AAA'; Outlook Stable;
   -- Interest Only class X at 'AAA'; Outlook Stable;
   -- $42.9 million class B at 'AA'; Outlook Stable;
   -- $16.1 million class C at 'AA-'; Outlook Stable;
   -- $34.9 million class D at 'A'; Outlook Stable;
   -- $18.8 million class E at 'A-'; Outlook Stable;
   -- $24.1 million class F at 'BBB+'; Outlook Negative;
   -- $5.4 million class P at 'B-'; Outlook Negative.

Fitch does not rate the $26.8 million class Q.

The downgrades of classes G through N are the result of the
lowering of shadow rating on the transaction's second largest
loan, Peter Cooper Village and Stuyvesant Town (9.5%) to below
investment grade.

The loan, which had a 'BBB-' shadow rating at issuance, is no
longer considered investment grade. At issuance, the loan's
proceeds were allocated to 'BBB-' and above, while they are now
allocated to all classes in the capital structure. This results in
higher credit enhancement requirements. While the current net cash
flow is not sufficient to meet the debt service obligations, due
to the sufficient amount of remaining interest reserves ($161.2
million) and the continued conversion of units to market rental
rates from stabilized rental rates, Fitch does not expect a
default of the loan in the near term. However, the pace of the
unit conversions does not meet expectations at issuance and rental
rates are less likely to increase given the current economic
conditions. Fitch's estimates of future net cash flow, based on
reduced conversion rates and reduced year-over-year increases to
market rental rates, no longer support an investment grade rating.
The borrower, Tishman Speyer Properties, LP and Blackrock Realty
acquired the property with the intent to convert rent stabilized
units to market rents as tenants vacated the property, resulting
in increased rental revenue. As of June 2008 there are 3,543
market units and 7,210 rent stabilized units, with vacancy of
4.2%.

The affirmations are the result of stable performance 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 certificate balance has
decreased 0.34% to $2.139 billion from $2.146 billion at issuance.
Eighty-two loans (83.4%) are interest-only or partial interest-
only.

There is currently one loan (0.5%) in special servicing. The loan
is secured by a multifamily property in Petoskey, Michigan and is
90 days delinquent. Potential losses would be absorbed by the non-
rated class Q.

Fitch reviewed servicer provided operating statement analysis for
the remaining shadow rated loan, Westfield Southpark (7.0%). The
loan is secured by a 1,588,360 sf regional mall, located in
Strongsville, OH. The mall is anchored by Dillards (210,992 sf),
Macy's (178,173 sf), Sears (167,400 sf), and J.C. Penny (145,330
sf), which are not part of the collateral. As of December 2007,
the in-line occupancy was 95.3% compared to 89.4% at issuance.
Based on stable performance since issuance, the loan maintains an
investment grade shadow rating.


ML-CFC COMMERCIAL: Fitch Cuts Ratings on Classes K, L & N to 'B'
----------------------------------------------------------------
Fitch Ratings has downgraded seven classes of ML-CFC Commercial
Mortgage Trust's commercial mortgage pass-through certificates,
series 2007-5, and assigned Rating Outlooks:

   -- $55.2 million class F to 'BBB' from 'BBB+'; Outlook
Negative;

   -- $49.7 million class G to 'BBB-' from 'BBB'; Outlook
Negative;

   -- $49.7 million class H to 'BB' from 'BBB-'; Outlook Negative;

   -- $16.6 million class J to 'BB-' from 'BB+'; Outlook Negative;

   -- $11 million class K to 'B+' from 'BB'; Outlook Negative;

   -- $11 million class L to 'B' from 'BB-'; Outlook Negative;

   -- $5.5 million class N to 'B-' from 'B'; Outlook Negative.

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

   -- $66.5 million class A-1 'AAA'; Outlook Stable;
   -- $63.3 million class A-2 'AAA'; Outlook Stable;
   -- $60 million class A-2FL 'AAA'; Outlook Stable;
   -- $153.4 million class A-3 'AAA'; Outlook Stable;
   -- $187.1 million class A-SB 'AAA'; Outlook Stable;
   -- $1.090 billion class A-4 'AAA'; Outlook Stable;
   -- $245 million class A-4FL 'AAA'; Outlook Stable;
   -- $1.202 billion class A-1A 'AAA'; Outlook Stable;
   -- $341.7 million class AM 'AAA'; Outlook Stable;
   -- $100 million class AM-FL 'AAA'; Outlook Stable;
   -- $211.5 million class AJ 'AAA'; Outlook Stable;
   -- $175 million class AJ-FL 'AAA'; Outlook Stable;
   -- Interest-only class X 'AAA'; Outlook Stable;
   -- $77.3 million class B 'AA'; Outlook Stable;
   -- $33.1 million class C 'AA-'; Outlook Stable;
   -- $77.3 million class D 'A'; Outlook Stable;
   -- $38.6 million class E 'A-'; Outlook Negative.

Fitch does not rate the $11 million class M, $11 million class P
or $45.7 million class Q certificates.

The downgrades of classes F through L, and N are the result of the
lowering of shadow rating on the transaction's largest loan, Peter
Cooper Village and Stuyvesant Town (18.2%) to below investment
grade.

The loan, which had a 'BBB-' shadow rating at issuance, is no
longer considered investment grade. At issuance, the loan's
proceeds were allocated to 'BBB-' and above, while they are now
allocated to all classes in the capital structure. This results in
higher credit enhancement requirements. While the current net cash
flow is not sufficient to meet the debt service obligations, due
to the sufficient amount of remaining interest reserves ($161.2
million) and the continued conversion of units to market rental
rates from stabilized rental rates, Fitch does not expect a
default of the loan in the near term. However, the pace of the
unit conversions does not meet expectations at issuance and rental
rates are less likely to increase given the current economic
conditions. Fitch's estimates of future net cash flow, based on
reduced conversion rates and reduced year-over-year increases to
market rental rates, no longer support an investment grade rating.
The borrower, Tishman Speyer Properties, LP and Blackrock Realty
acquired the property with the intent to convert rent stabilized
units to market rents as tenants vacated the property, resulting
in increased rental revenue. As of June 2008 there are 3,543
market units and 7,210 rent stabilized units, with vacancy of
4.2%.

The affirmations reflect stable performance and minimal pay down
since issuance. As of the October 2008 distribution date, the
pool's aggregate certificate balance has decreased 0.6% to $4.389
billion from $4.417 billion at issuance.

One loan (0.1%) is currently in special servicing and is secured
by a retail property in Sarasota, FL. The loan is 90 days
delinquent and the special servicer is pursuing foreclosure.
Fitch's expected losses will be absorbed by the non-rated class Q
certificates.

Fitch reviewed the most recent servicer provided operating
statement analysis reports for the remaining two shadow rated
loans: OMNI Portoflio (1.2%) and FRIS Chicken Portfolio (0.5%).
Based on the stable performance since issuance the loans maintain
their investment grade shadow ratings.

OMNI Portfolio (1.2%) is secured by three cross-collateralized and
cross-defaulted healthcare properties totaling 607 beds located in
Irvington, Jersey City and Union City, NJ. The properties benefit
from the experienced sponsorship of Avery Eisenreich, an owner,
operator, and developer of health care facilities in New Jersey.
As of Dec. 31, 2007, occupancy has remained stable at 96.7%
compared to 97.7% at issuance.
FRIS Chicken Portfolio (0.5%) is secured by 192 Church's Chicken
quick service restaurants that are subject to one master lease and
are located in various cities throughout 12 states. Of the 192
units, 169 are occupied and operated by the tenant (Cajun
Operating Company), while the remaining 23 units are subleased by
the tenant to various Church's Chicken franchisees that perform
the restaurant operations at each of the units. As of Dec. 31,
2007, the properties remain 100% occupied since issuance.


MORGAN STANLEY: Fitch Affirms 'BB' Ratings on Classes J, K & L
--------------------------------------------------------------
Fitch Ratings affirms and assigns Outlooks to the Morgan Stanley
Capital 1 Trust series 2007-IQ15 commercial mortgage pass-through
certificates:

   -- $55.8 million class A-1 at 'AAA' Outlook Stable;
   -- $278.6 million class A-1A at 'AAA' Outlook Stable;
   -- $227.4 million class A-2 at 'AAA' Outlook Stable;
   -- $72.8 million class A-3 at 'AAA' Outlook Stable;
   -- $796.9 million class A-4 at 'AAA' Outlook Stable;
   -- $205.4 million class A-M at 'AAA' Outlook Stable;
   -- $177.1 million class A-J at 'AAA' Outlook Stable;
   -- $2,047.5 million class X at 'AAA' Outlook Stable;
   -- $33.4 million class B at 'AA' Outlook Stable;
   -- $15.4 million class C at 'AA-' Outlook Stable;
   -- $28.2 million class D at 'A' Outlook Stable;
   -- $15.4 million class E at 'A-' Outlook Negative;
   -- $30.8 million class F at 'BBB+' Outlook Negative;
   -- $23.1 million class G at 'BBB' Outlook Negative;
   -- $20.5 million class H at 'BBB-' Outlook Negative;
   -- $10.3 million class J at 'BB+' Outlook Negative;
   -- $5.1 million class K at 'BB' Outlook Negative;
   -- $7.7 million class L at 'BB-' Outlook Negative;

Fitch does not rate classes M, N, O and P.

The affirmations are the result of stable performance and limited
paydown since issuance. As of the October 2008 distribution date,
the transaction has paid down 0.38% to $2.046 billion from $2.054
billion at issuance. The collateral consists of 134 loans on
multifamily and commercial real estate properties in 38 states,
with no state concentration exceeding 12.3%. There are currently
no delinquent or specially serviced loans. The Outlooks reflect
likely rating changes over the next one to two years.

Fitch reviewed the transaction's three shadow rated loans and
their underlying collateral: Market Pointe I (0.47%), 724 Fifth
Avenue (0.44%) and Hampton Inn (0.36%). The occupancy of Market
Pointe I remains stable since issuance at 100%. The occupancy of
724 Fifth Ave improved from 84.5% at issuance to 87.8% as of year-
end 2007 (YE 2007). The occupancy of the Hampton Inn improved from
65.3% at issuance to 68.0% as of YE 2007. Due to their stable
performance, the loans maintain investment grade shadow ratings.

In total, nine loans are considered Fitch loans of concern
(10.41%). The seventh and eighth largest loans are considered
Fitch loans of concern due to low YE 2007 debt service coverage
ratios (DSCRs). The seventh largest loan is a multifamily property
(3.2%) located in Jackson, TN. As of YE 2007, the DSCR was 0.69
times (x) compared to a Fitch stressed DSCR at issuance of 1.14x.
New management was recently put in place in an effort to turn the
property around. The loan is currently 30 days delinquent. The
eighth largest loan (2.3%) is a retail center located in San
Diego, CA. As of YE 2007, the DSCR was 0.98x compared to a Fitch
stressed DSCR of 1.23x at issuance. The property's tenancy is
heavily concentrated in furniture retailers, which have been
adversely affected by the local housing downturn. Fitch will
continue to monitor these loans.

With the exception of three retail properties, the remaining loans
of concern are also due to low DSCRs, generally as a result of
increased expenses. The three retail properties are located in CA,
have common sponsorship and are loans of concern due to tax
delinquencies. Although Fitch is closely monitoring its loans of
concerns, affirmations are warranted at this time due to minimal
near-term maturity risk as none of the loans mature prior to 2012
and 72.2% of the pool matures in 2017.
Additionally all loans in the pool remain current.


MORGAN STANLEY: Fitch Holds B Ratings on Classes M, O & P Certs.
----------------------------------------------------------------
Fitch Ratings affirms and assigns Outlooks for Morgan Stanley
Capital I Trust, series 2007-TOP27, commercial mortgage pass-
through certificates:

   -- $82.8 million class A-1 at 'AAA'; Outlook Stable;
   -- $279.3 million class A-2 at 'AAA'; Outlook Stable;
   -- $137.4 million class A-3 at 'AAA'; Outlook Stable;
   -- $112.3 million class A-AB at 'AAA'; Outlook Stable;
   -- $1,077.1 million class A-4 at 'AAA'; Outlook Stable;
   -- $287.8 million class A-1A at 'AAA'; Outlook Stable;
   -- $172.3 million class A-M at 'AAA'; Outlook Stable;
   -- $100 million class A-MFL at 'AAA'; Outlook Stable;
   -- $190.6 million class A-J at 'AAA'; Outlook Stable;
   -- $50.2 million class AW34 at 'AAA'; Outlook Stable;
   -- Interest only class X at 'AAA'; Outlook Stable;
   -- $54.5 million class B at 'AA'; Outlook Stable;
   -- $30.6 million class C at 'AA-'; Outlook Stable;
   -- $30.6 million class D at 'A'; Outlook Stable;
   -- $23.8 million class E at 'A-'; Outlook Stable;
   -- $23.8 million class F at 'BBB+'; Outlook Stable;
   -- $30.6 million class G at 'BBB'; Outlook Stable;
   -- $23.8 million class H at 'BBB-'; Outlook Stable;
   -- $3.4 million class J at 'BB+'; Outlook Stable;
   -- $3.4 million class K at 'BB'; Outlook Stable;
   -- $6.8 million class L at 'BB-'; Outlook Stable;
   -- $6.8 million class M at 'B+'; Outlook Stable;
   -- $6.8 million class N at 'B'; Outlook Stable;
   -- $3.4 million class O at 'B-'; Outlook Stable.

The $23.8 million class P is not rated by Fitch. Class AW34 is
collateralized by the 330 34th Street asset and is a non-pooled
loan.

The ratings affirmations are the result of stable performance
since issuance. The Rating Outlooks reflect the likely direction
of any rating changes over the next one to two years. As of the
October 2008 remittance, the transaction has paid down 0.4% to
$2.762 billion from $2.773 billion at issuance.

Fitch has identified five loans of concern (1.0%), two of which
are specially serviced (0.4%). Potential losses would be absorbed
by the non-rated class P. The largest specially serviced loan
(0.4%) is secured by a 97,733 square foot office property in
Jersey City, NJ. The loan was transferred to special servicing in
June 2008 due to monetary default and is currently 90+ days
delinquent.

The second specially serviced asset (0.1%) is a retail property
located in St. Cloud, FL. The property has suffered from an
increase in vacancy.

Fitch reviewed the most recent servicer provided operating
statement analysis reports for the 14 shadow rated loans (10.3%).
Based on their stable performance, the loans maintain their
investment grade shadow ratings.

The largest shadow rated loan (2.0%) is secured by the 75 room
Mercer Hotel in New York, NY. As of year-end (YE) 2007, the
average daily rate (ADR) and revenue per available room (RevPAR)
have increased to $683 and $639, respectively, from $623 and $588,
respectively, at issuance.

The second largest shadow rated loan (1.6%) is secured by a
280,060 sf office building located in New York, NY. As of YE 2007,
occupancy at the property has increased to 99.9% from 87.2% at
issuance.

The fifth largest shadow rated loan (0.7%) is secured by a 285-
unit multifamily property in Bloomington, IN. Although the
property's net cash flow (NCF) has declined since issuance, the
occupancy as of YE 2007 of 95.0% is in line with the occupancy at
issuance of 96.5%. Fitch will continue to monitor the NCF and
occupancy.


NALCO COMPANY: Fitch Revises Outlook to Stable; Affirms 'B' IDR
---------------------------------------------------------------
Fitch Ratings affirms the Issuer Default Rating (IDR) and
outstanding debt ratings on Nalco Company (Nalco):

   -- IDR at 'B';
   -- Senior secured revolving credit facility at 'BB/RR1';
   -- Senior secured term Loans at 'BB/RR1';
   -- Senior unsecured notes at 'BB/RR1';
   -- Senior subordinated notes 'BB-/RR2'.

Fitch also affirms the ratings for Nalco Finance Holdings LLC and
Nalco Finance Holdings Inc. (Nalco Finance Holdings):

   -- IDR at 'B';
   -- Senior discount notes at 'B-/RR5'.

Fitch has also revised the Rating Outlook for both Nalco Company
and Nalco Finance Holdings to Stable from Positive.

The ratings reflect Nalco's high financial leverage and the
outlook for global economic weakening as well as strong near term
liquidity and a track record of steady free cash flow generation.
Nalco's operations benefit from its dominant market share, broad
product offerings, geographic reach, and strong customer
retention. Diversification across products, geography and
customers and low capital spending requirements have resulted in
stable free cash flow generation.

Nalco evidences strong near term liquidity with preliminary last
twelve months (LTM) free cash flow generation of $165.5 million
(after a $30 million voluntary pension contribution in the third
quarter), $101.7 million cash on hand and an estimated $229
million available under its $250 million revolving credit facility
based on preliminary Sept. 30, 2008 figures. Near term maturities
are modest with about $22.2 million due in the second half of 2008
and the EUR25 million term loan A maturing 2009. Nalco's $887
million term loan B due November 2010, $665 million senior notes
due in November 2011 and EUR200 million senior notes due in
November 2011 will require external financing.

Total debt at Sept. 30, 2008 of $3.3 billion covers LTM EBITDA of
$730 million by 4.5 times (x). Secured debt at an estimated $1.1
billion represents about 35% of total debt.

Through Sept. 30, 2008, about $203 million in shares have been
repurchased out of the $300 million share repurchase program
authorized in July 2007 and Nalco has stated that they would not
borrow to repurchase shares.

The Stable Rating Outlook reflects Fitch's expectation that
leverage will remain approximately 4.5x over the next 12-18
months.

Nalco is a leading global provider of integrated water treatment
and process improvement services, chemicals and equipment programs
for industrial and institutional applications. Nalco's products
and services are typically used in water treatment applications to
prevent corrosion, contamination and the buildup of harmful
deposits, or in production processes to enhance process efficiency
and improve the customers' end products.
The company generated Operating EBITDA of $730.3 million on
$4.2 billion in sales for the LTM period ending Sept. 30, 2008.


NATIONAL CITY: Peter Raskind to Leave Co. Upon Close of Merger
--------------------------------------------------------------
National City Corp.'s Chairperson, President, and CEO Peter E.
Raskind will leave the company upon the closing of the previously
announced acquisition of the firm by The PNC Financial Services
Group, Inc.  The transaction is expected to close by Dec. 31,
2008, subject to customary closing conditions, including both PNC
and National City shareholder and regulatory approvals.

Mr. Raskind, who was elected to his current role in July 2007,
said, "It has been an honor and a privilege to lead the 30,000 men
and women of National City.  As National City looks to the future
with PNC, I am confident that our employees will continue to meet
and exceed the needs of our customers as part of a financial
services powerhouse."

                      About National City

National City Corporation (NYSE: NCC) --
http://www.nationalcity.com/-- headquartered in Cleveland, Ohio,
is one of the nation's largest financial holding companies.  The
company operates through an extensive banking network primarily in
Ohio, Florida, Illinois, Indiana, Kentucky, Michigan, Missouri,
Pennsylvania, and Wisconsin and also serves customers in selected
markets nationally.  Its core businesses include commercial and
retail banking, mortgage financing and servicing, consumer finance
and asset management.

As reported in the Troubled Company Reporter on Oct. 27, 2008,
BusinessWeek's M.R. Kropko said that National City was on a two-
year slide prior to the merger deal.  According to Mr. Kropko,
National City reported on Oct. 17, 2006, net income of
$551 million for the 2006 third quarter.  David A. Daberko,
National City's then chairman and CEO, according to Mr. Kropko,
said corporate and retail banking businesses were strong, while
the mortgage-related business was "performing well in a cyclically
tough mortgage environment."  But early signs of trouble were
indicted in its provision for credit losses, posted at $73
million, up from $60 million in the preceding quarter, according
to Mr. Kropko.  National City had tied its future largely to
mortgages.

On Nov. 9, 2006, National City revised its third-quarter 2006
earnings from 90 cents per share to 86 cents per share, in part to
reflect a higher estimate of reserves for repurchased mortgage
loans and a lower value of mortgage servicing rights, Mr. Kropko
says.  According to Mr. Kropko, in April National City secured a
$7 billion capital infusion from equity investors.  Mr. Kropko
said that National City posted in October 2008 a loss of $729
million and unveiled plans to cut 4,000 jobs, or about 14% of its
total work force, to reduce costs.


NORTHWEST AIRLINES: S&P Affirms 'B' Rating Following Delta Merger
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Northwest Airlines Corp. and its Northwest Airlines Inc.
subsidiary (rated B/Negative/--), including affirming the 'B'
long-term corporate credit rating on both entities following their
merger with Delta Air Lines Inc. (B/Negative/--).  The outlook
remains negative.  The U.S. Department of Justice has said it
would not seek to block the all-stock merger.  Northwest will
operate as a subsidiary of Delta, with a single operating
certificate and full operational combination expected within 18
months.

"Our ratings and outlook on Northwest Airlines Corp. and Northwest
Airlines Inc. reflect our view of the credit quality of the
combined Northwest and Delta," said Standard & Poor's credit
analyst Philip Baggaley.


PARMALAT SPA: UBS AG Agrees to Pay EUR500,000 Fine
--------------------------------------------------
Reuters reported that UBS AG agreed to pay a fine of EUR500,000 as
well as have EUR1 million of so-called money made from criminal
activity confiscated after a court ruled that the bank was among
those responsible for Parmalat SpA's collapse in 2003.

According to Reuters, around four years after Parmalat went into
bankruptcy with debts of EUR14 billion, a Milan judge ordered
banks Citigroup, UBS, Deutsche Bank, Bank of America and other
individuals to stand trial for alleged market-rigging by some
employees in connection to its collapse.

Other than UBS itself, Reuters said two former UBS managers also
entered plea-bargain agreements, as did a former Deutsche Bank
manager.

A court session for the trial has been scheduled for Nov. 5.

                         Citigroup Case

The UBS case reversed Citigroup Inc.'s.  Last month, Parmalat lost
a claim against Citigroup after the Superior Court of Bergen
County in New Jersey awarded the bank approximately US$364 million
in connection with counterclaims it had asserted against Parmalat.

Parmalat sued Citigroup for allegedly aiding and abetting breach
of fiduciary duty in connection with looting that occurred at
Parmalat prior to December 2003.

Bloomberg News reported October 21 that Parmalat also sued Bank of
America and accounting company Grant Thornton LLP for US$10
billion each, alleging they contributed to the fraud that caused
its 2003 collapse.  The cases are in a New York federal court.  A
trial is expected to take place in next year's second half,
Bloomberg cited Parmalat legal counsel Nicola Palmieri as saying.

As to collection of the award, Bloomberg News disclosed Mr.
Palmieri said Citigroup probably will be unable to collect damages
because the award comes under the Italian bankruptcy court's
jurisdiction.  According to the news agency, the amount would be
subject to recovery ratios already established by the court, which
Mr. Palmieri estimated at around 7 percent.  Any payout would be
made in stock, under bankruptcy rules, the report noted.

"Most likely they will get nothing," Mr. Palmieri said, noting
that Parmalat has spent more than half of its EUR50 million annual
budget for legal fees on the U.S. Lawsuits.

                        About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
Jan. 20, 2004, the Liquidators filed Sec. 304 petition, Case No.
04-10362, in the United States Bankruptcy Court for the Southern
District of New York.  In May 2006, the Cayman Island Court
appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presides over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PHOENIX COS: S&P Lowers Counterparty Credit Rating to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Phoenix Cos. Inc. (NYSE:PNX) to 'BB+' from 'BBB-'.

Standard & Poor's also said that it lowered its counterparty
credit and financial strength ratings on Phoenix Cos. Inc.'s
operating subsidiaries -- Phoenix Life Insurance Co. (PLIC), PHL
Variable Insurance Co., and AGL Life Assurance Co. (collectively
referred to as Phoenix)--to 'BBB+' from 'A-'.

The outlook on all these companies is negative.

"We lowered the ratings to reflect the weaker statutory operating
performance at the lead insurance company (PLIC), reduced
financial flexibility, and reduced capital at PLIC," explained
Standard & Poor's credit analyst Adrian Pask.  Its statutory net
gain from operations was lower in the first nine months of 2008
than in the past few years.  In recent years, the company has
shown stronger fourth-quarter performance, but this year,
challenges in the general economy and in the financial markets
could limit opportunities to achieve earnings in line with prior
years.

The negative outlook focuses on the need to improve statutory
earnings to levels commensurate with recent years and the need to
remediate the capital deficiency.  If the company is unable to
improve the quarterly trend in profitability and resolve the
capital deficiency, S&P could lower the ratings, most likely by
one notch.  Alternately, if the company can resolve the capital
deficiency without hurting longer-term statutory earnings and have
sustained earnings improvements over the next 12-24 months, S&P
could revise the outlook to stable.


POLYPORE INTERNAT'L: S&P Keeps 'B' Ratings; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Polypore
International Inc. to stable from positive.  At the same time, S&P
affirmed S&P's ratings on the company, including the 'B' long-term
corporate credit rating.

"The outlook revision reflects the diminished possibility for a
rating upgrade following Polypore's disclosure that a large supply
contract in its lead-acid business will not be renewed," said
Standard & Poor's credit analyst Gregoire Buet.  "While this event
highlights the competitiveness of the industry, we expect that the
company's credit measures and liquidity position will remain
adequate for our expectations at the 'B' rating," Mr. Buet added.

The ratings on Charlotte, N.C.-based Polypore continue to reflect
the company's highly leveraged financial risk profile,
characterized by high debt levels and weak credit metrics.
Polypore's leading position in niche battery separator, health
care, and industrial filtration markets, and its good
profitability partially offset these factors.

Polypore recently announced that it anticipates it will not
maintain a material supply position for automotive lead-acid
battery separators with Johnson Control Inc. in 2009.  In
addition, the company will implement a restructuring plan to align
production capacity.  Polypore derives about 57% of revenues from
separators for lead-acid batteries used in transportation and
industrial applications.  Separators for disposable and
rechargeable lithium batteries accounted for about 17% of revenues
in the nine-months ended Sept. 30, 2008.  The lead-acid market
tends to be mature and stable, although growth opportunities exist
in emerging markets.  The company's lithium separator business has
a favorable long-term growth outlook although demand can be
volatile.  Polypore's other businesses, accounting for about 26%
of revenues, includes filtration membranes used by makers of
health care, food and beverage, and industrial separations
equipment.

Credit metrics could weaken somewhat in 2009 but should
nonetheless remain in line with S&P's expectations for the current
rating.  S&P believes Polypore should be able to maintain an
adequate liquidity position.  However, if the long-term
competitive position of the company's business were to deteriorate
amid additional customer losses, S&P could revise the outlook to
negative or lower the rating.  S&P could also take a negative
rating action if the company's cash flow generation were to turn
negative because of lower-than-expected earnings or higher-than-
expected restructuring or litigation expenses, which could stretch
credit measures or reduce headroom over financial covenants below
10%.  Conversely, if the long-term competitiveness of Polypore's
business remains healthy, and if this is supported by the
company's credit measures, liquidity, and financial policies, S&P
could revise the outlook back to positive.


RIVERGREEN BANK: Weiss Ratings Assigns "Very Weak" E- Rating
------------------------------------------------------------
Weiss Ratings has assigned its E- rating to Rivergreen 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."

Savings Bank of Maine, headquartered in Gardiner, Maine, acquired
Rivergreen Bank, based in Kennebunk, Maine, in Sept. 2008.
Rivergreen Bank, a Maine-chartered commercial bank, had total
assets of $97.9 million at June 30, 2008.  Established in 1834,
Savings Bank of Maine is an independent community bank with 29
full-service branches throughout the Northern, Eastern, Central,
and Mid-Coast regions of Maine. The Rivergreen acquisition adds
three new full-service branch offices in the Southern Maine
communities of Kennebunk, Saco, and York.  Following the merger,
Savings Bank of Maine's total assets increased to $970 million.


SEMGROUP ENERGY: Received Subpoena from SEC Over Parent's CH. 11
-----------------------------------------------------------------
The U.S. Securities and Exchange Commission has issued a subpoena
to SemGroup Energy Partners, L.P., pursuant to a formal order of
investigation requesting certain documents relating to, among
other things, its parent's, SemGroup LP's liquidity issues, the
company disclosed in a regulatory filing with the SEC.

The SEC, since July 24, 2008, has been conducting an inquiry of
the Partnership relating to its disclosures representing the
liquidity issues of its parent.

Days before the Parent filed for bankruptcy on July 22, several
shareholder actions on behalf of classes of investors were filed
against the Partnership.  The lawsuits allege that the Parent was
in financial difficulty or at high risk for financial difficulty
as a result of its investment in risky crude oil hedge
transactions, but hid that situation from investors.

The lawsuits further allege that, on or before February 20, 2008,
the Partnership effected a secondary offering where it sold
6,000,000 units at $23.90 for proceeds of $137,000,000, and
borrowed substantial funds and purchased the Parent's asphalt
business for $387,000,000.

The Partnership, which did not seek protection under Chapter 11,
is the publicly trading arm of the Parent.  Manchester Securities
of New York and Alerian Capital Management, two of the
Partnership's investors, took control over the company, after
activating a clause in a loan agreement on which the Parent
defaulted on.

Aside from the SEC subpoena, on July 23, 2008, the Partnership
and another non-debtor affiliate, SemGroup Energy Partners G.P.,
L.L.C., each received Grand Jury subpoenas from the United States
Attorney's Office in Oklahoma City, Oklahoma, requiring, among
other things, that the companies produce financial and other
records related to the Partnership's July 17, 2008, press release
informing the public that the Parent is experiencing liquidity
issues and is exploring various alternatives, including raising
additional equity, debt capital, or the filing of a voluntary
petition under Chapter 11 of the Bankruptcy Code.

An examiner was recently appointed by the U.S. Trustee for
Region 3 to investigate the trading practices and prepetition
transaction of the Debtors.  Louis J. Freeh, who served as former
Federal Bureau of Investigation, director is the Chapter 11
examiner.  The Examiner is expected to propose a work plan and
provide an estimated costs for his investigation on
November 6, 2008.


SEMGROUP LP: Gets Lenders' OK for White Cliffs Auction by Dec. 15
-----------------------------------------------------------------
Tulsa, Oklahoma-based SemGroup LP and its affiliates have begun
the process of selling the pipeline under construction from
Platteville, Colorado, to the SemCrude LP terminal in Cushing,
Oklahoma.

The pipeline is owned by non-debtor affiliate named White Cliffs
Pipeline LLC, a company not in Chapter 11.

Pursuant to the U.S. Bankruptcy Court for the District of
Delaware's final order allowing them to access $250,000,000 from
Bank of America, N.A., the Debtors are required, as adequate
protection (i) by no later than October 15, 2008, to file a
motion, in form and substance reasonably satisfactory to BofA,
which is also the administrative agent of the prepetition lenders,
with regard to the sale of the Debtors' equity interests in White
Cliffs Pipeline, LLC; and (ii) by no later than November 21, 2008,
to conduct an auction of White Cliffs.

The Debtors have requested that the BofA agree to amend the Final
DIP Order to provide for an extension of the date for filing the
White Cliffs Motion and the date for conducting the White Cliffs
Auction.

The parties, in a Court-approved stipulation, agree that the Final
DIP Order is amended and replaced in their entirety to reflect
that by no later than October 30, 2008, the Loan Parties will file
a motion with regard to each of:

  (a) a sale of either (i) all of the Debtors' equity in White
      Cliffs, or (ii) substantially all of the assets of White
      Cliffs, pursuant to a "stalking horse" bid; or

  (b) the establishment of bidding and related procedures to be
      employed in connection with an auction with respect to the
      sale of the Debtors' equity interests in or substantially
      all of the assets of White Cliffs.

By no later than December 15, 2008, the White Cliffs Auction will
have been conducted in accordance with the bidding and auction
procedures.

Bonnie Glantz Fattell, Esq., at Blank Rome LLP, in Wilmington,
Delaware, in a certification of counsel, relates that the DIP
Agent and the Creditors' Committee entered into a stipulation
extending from October 30, 2008, to November 21, 2008, the
deadline by which the Committee will file an adversary proceeding
or contested matter:

  (x) challenging the amount, validity, enforceability,
      priority, or extent of the Prepetition Indebtedness or the
      Prepetition Secured Parties' security interests in
      and liens on the Prepetition Collateral; or

  (y) otherwise asserting any claims or causes of action against
      the Prepetition Secured Parties on behalf of the Debtors'
      estates.

In papers filed Oct. 30, Semgroup seeks the Court's permission to
conduct the sale, in accordance with a protocol, which provides
for a Dec. 5 deadline for initial bids, followed by an auction on
Dec. 15.  The company reserves the right to cancel the auction if
the bids aren't sufficient.  A hearing to approve sale procedures
is scheduled for Nov. 24.  No buyer is yet under contract.

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


SOUTHEAST WAFFLES: Won't Have Examiner But to Get CRO
-----------------------------------------------------
According to Bloomberg News, Southeast Waffles LLC avoided the
appointment of a trustee or examiner by agreeing to have a chief
restructuring officer manage the franchisee of 113 Waffle House
Inc. restaurants in the southern U.S.

The appointment, however, according to the report, ends Southeast
Waffles' exclusive right to propose a Chapter 11 plan in late
December, removes the firm's CEO and Chairperson Jim Shaub from
any authority, and cutting off Shaub's salary after he receives
$80,000.

As reported by the Troubled Company Reporter, current and middle
managers at SouthEast Waffles want Mr. Shaub, for various
allegations, including check-kiting schemes that ran through his
franchised restaurants.

Bloomberg says the franchiser Waffle House objected to paying Mr.
Shaub anything and won in bankruptcy court.  The agreement was
modified to delete the provision paying him $20,000 a month for
four months.

                     About SouthEast Waffles

Headquartered in Nashville, Tennessee, SouthEast Waffles, LLC dba
Waffle House -- http://www.southeastwaffles.com-- operates
restaurants.  The company filed for Chapter 11 protection on Aug.
25, 2008 (Bankr. M.D. Tenn. Case No. 08-07552).  Barbara Dale
Holmes, Esq., David Phillip Canas, Esq., Glenn Benton Rose, Esq.,
and Tracy M. Lujan, Esq., at Harwell Howard Hyne Gabbert & Manner
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed assets
and debt of between $10 million and $50 million each.


STANDARD STEEL: S&P Affirms 'B+' Corp. Credit Rating; Outlook Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Standard Steel LLC, including the 'B+' long-term corporate credit
rating, and removed them from CreditWatch where they were placed
with negative implications on May 8, 2008.  The outlook is
negative.

"The affirmation reflects our view that the company is less likely
to violate its financial covenants in the near term," said
Standard & Poor's credit analyst Robyn Shapiro.  "Still, the
outlook is negative, reflecting the company's thin margin of
financial covenant compliance."

Slowing orders for freight cars, volatile commodity costs, and the
possibility of a more competitive operating environment are
additional headwinds to the company's operating prospects.

The ratings on Pittsburgh-based Standard Steel reflect the
company's highly leveraged financial profile and weak business
risk profile as an integrated manufacturer of steel wheels and
axles.  The company manufactures wheels and axles for railcar
manufacturers, Class 1 railroads, and aftermarket maintenance
providers.

With annual sales of roughly $200 million at June 30, 2008,
Standard Steel is a small participant in the cyclical railcar-
equipment manufacturing industry.  Cyclicality is tempered to a
certain extent by the company's more stable aftermarket repair and
maintenance business.  Its key lines of business are marked by a
high degree of supplier concentration.  The company expects to
derive roughly two-thirds of its revenue from the wheel segment,
with the remainder coming from axle production.  The company
manufactures its products from forged steel instead of using a
casting process, differentiating itself from its competitors with
respect to wheel production.  Because of this, Standard Steel has
a strong position in the smaller passenger rail market and in
certain locomotive markets, which require the use of forged steel
wheels instead of cast wheels.  Nevertheless, it expects the
passenger and locomotive markets to account for only a combined
20% of company sales, with the remaining 80% coming from freight
car-related sales.

Although the company boasts strength within certain product
niches, its market share positions trail those of its key
competitors.  Its main competitors in the wheel and axle
businesses are Griffin Wheel, a subsidiary of Amsted Industries
Inc., and Trinity Industries Inc.  Standard Steel's market share
in axles could be tested in the future, as competitor Amsted
Industries formed a 50/50 joint venture with American Railcar
Industries Inc. in 2007 to construct a facility to manufacture and
sell axles. The company is subject to customer concentration, as
roughly 50% of sales come from its top three customers.

However, the company benefits from the ability to pass through
price increases in raw materials, such as scrap steel, alloys, and
natural gas.  In addition, it has successfully engaged customers
in take-or-pay contracts that specify price and volume for three
to five years, providing some near-term visibility.  Operating
margins, before depreciation and amortization, in the midteen
percentage area could be adversely affected by lower near-term
demand for railcar wheels & axles.

If the EBITDA cushion of compliance under the maximum total
leverage ratio (as defined by the company's credit agreement) is
below 10% in early-to-mid 2009, S&P could the lower the ratings.
An outlook revision to stable, which S&P does not expect in the
intermediate term, would require the company to make considerable
progress in renewing customer contracts, which would significantly
improve the outlook for earnings and leverage.


STORM CAT: Defaults Qrtrly Payments; Picks Turnaround Firm A&M
--------------------------------------------------------------
Storm Cat Energy Corporation failed to make its required quarterly
interest payment when due on Sept. 30, 2008, and failure has
continued for a period of 30 days, with respect to its Series A
and Series B Subordinated Convertible Notes each due March 31,
2012.

The company's failure to make the required quarterly interest
payment prior to the expiration of such 30 day grace period
constitutes an "Event of Default" under the terms of each of the
respective Note Purchase Agreements.

In connection with company's previously reported and continuing
defaults under its credit agreement, its lenders notified the
noteholders that pursuant to the terms of the note purchase
agreements, and the subordination and intercreditor agreement
previously entered into by the noteholders, that the Lenders were
enforcing their rights to:

  -- prohibit Storm Cat from making any payments to the
     noteholders, and

  -- require that the noteholders standstill and not accelerate
     any amounts due under the notes upon an event of default or
     seek other enforcement or redemption actions otherwise
     permitted under the note purchase agreements.

Additionally, as a result of the Event of Default, the rate of
interest on the outstanding principal amount of the notes as well
as any overdue interest will increase from 9 1/4% to 12.0% per
annum.

The company is now talks with its lenders since mid-August in
order to seek a waiver or forbearance of the defaults under the
credit agreement, to amend the agreement or otherwise
restructure the company and seek a liquidity event.

Furthermore, any restructuring plan ultimately agreed upon by the
company and its Lenders may involve implementation through a
bankruptcy filing.  In the event both parties fail to agree
on the terms of a consensual restructuring of the obligations
under the credit agreement, the lenders may attempt to effect an
acceleration of the obligations under the credit agreement.

In line with the defaults under the credit agreement, an affiliate
of one of the lenders recently exercised its right to declare a
cross-default on the company's natural gas commodity swap
agreements.  The swap agreements were terminated and amounts in
the aggregate of $9.4 million owing to Storm Cat upon termination
of the swap agreements were paid to the Lenders to be set-off and
reduce the amounts outstanding under the Company's revolving
credit facility.

Because the company remains in default under the credit agreement,
it may not re-borrow any funds used to pay down the revolving
credit facility without the consent of the Lenders in their sole
discretion.  As a result of the termination of the swap
agreements, the company is now fully exposed to the impact of gas
price fluctuations in the commodity markets.

The company has been exploring since mid-May numerous alternatives
to improve liquidity, including raising capital, refinancing
outstanding debt or the potential sale of assets.
unfortunately, as a result of falling commodity prices and the
global financial crisis, the company has been unsuccessful to
date.  Nonetheless, in connection with on-going discussions with
its lenders regarding potential restructuring initiatives, the
company has engaged Parkman Whaling LLC to assist it in exploring
strategic business alternatives as well as engaged Alvarez &
Marsal, a turnaround and restructuring firm, for the purpose of
assisting the company with its restructuring efforts.

The company reported $4.6 net loss on natural gas revenue of
$6.5 for the three months ended June 30, 2008, compared to
$4.5 net loss for the same period a year ago.

A full-text of the company's regulatory filing is available for
free at http://ResearchArchives.com/t/s?348b

                      About Storm Cat Energy

Storm Cat Energy (AMEX:SCU,TSX:SME) --
http://www.stormcatenergy.com/-- operates an oil and gas company
focused on the exploration, production and development of large
unconventional gas reserves from fractured shales, coal beds and
tight sand formations and, secondarily, from conventional
formations.  The company has producing properties in
Wyoming's Powder River Basin and Arkansas' Arkoma Basin and
exploration and development acreage in Canada.


SUNCAL COS: Judge Prefers Liquidation for Suncal/Lehman Properties
------------------------------------------------------------------
Judge Erithe Smith of the U.S. Bankruptcy Court for the Central
District of California wanted three large housing projects --
McAllister Ranch in Bakersfield, SummerWind near Yucaipa (formerly
called Mountainside), and McSweeny Farms in Hemet, which are co-
owned by SunCal Cos. and a subsidiary of bankrupt Lehman Brothers
-- liquidated under Chapter 7 but attorneys for the junior
creditors prevailed upon him to continue the case under Chapter 11
saying they would pay for all the costs for pursuing a Chapter 11
case for a least month or two, the OCRegister (California)
reported Thursday.

As reported in the Troubled Company Reporter on Sept. 19, 2008,
creditors filed a bankruptcy petition against a partnership of
SunCal Cos. and one of its biggest financiers, Lehman Brothers
Holdings Inc. of New York, in the U.S. Bankruptcy Court for the
Central District of California.  Creditors also filed bankruptcy
petitions against the three housing projects, which are slated for
auction.

The developers of the three large projects defaulted on more than
$400 million in loans.  According to the report, the agent for the
first lien lender (another Lehman entity) wanted to foreclose on
the properties which are presently valued at less than
$200 million.

The Lehman/SunCal partnership wants to liquidate.  Lenders with
junior liens, including unpaid building contractors, wants the
properties to continue under Chapter 11, fearing that the first
lien holder "will gobble up all the proceeds."

The case continues on Nov. 20.

                      About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.  Some of SunCal's communities
include Amerige Heights in Fullerton, Lincoln Crossing near
Sacramento and Terra Lago and Fairway Canyon near Palm Springs.
SunCal Companies recently added an active-adult, commercial,
homebuilding, multifamily and urban divisions; and expanded to
Florida, Texas and Washington, D.C.


SUNBELT GRAIN: Court Awards Farmer Proceeds From Grain Sale
-----------------------------------------------------------
Amy Bickel at The Hutchinson News reports that the U.S. Bankruptcy
Court for the District of Kansas has awarded to farmer Gilbert
Bishop some of the money from the sale of grain from Sunbelt
Grain.

According to Hutchinson News, court documents indicate that Mr.
Bishop claimed ownership interest in wheat sold to Sunbelt Grain,
valued at $18,000.  The report says that two parties agreed to
resolve the conflict through payment of $12,000 to the Gilbert
Bishop Revocable Living Trust.

Hutchinson News relates that court documents say that Bankruptcy
Court Trustee Steven Speth questioned the validity of the claim.
Security State Bank of Scott City, according to Hutchinson News,
foreclosed on Sunbelt Grain in December 2007, claiming that the
firm's owners -- Jim and Kathy Shafer -- were in default on a $4.9
million loan the couple used to buy facilities in 2006.  Security
State and two farmer creditors forced Sunbelt Grain into
bankruptcy, the report says.  Security State, states the report,
filed a separate separate lawsuit against the Shafers and their
Shafer Farms on Feb. 13, 2008, claiming that the defendants owed
another $3.43 million that the couple borrowed between 2006 and
2007.

Hutchinson News reports that Security State, took assets from the
sale of machinery, Sunbelt Grain's elevators, and some of the
land, to offset their liabilities.

Security State, says Hutchinson News, claimed that it should get
$3.2 million netted from the sale of the grain.  The sale of the
grain netted $3.785 million, according to the report.  The Hon.
Robert Nugent issued a ruling on August 28, 2008, awarding
Security State about $1.1 million.

Mr. Speth said in September that it could be months before it is
decided who gets the remaining $2.7 million, The Hutchinson News
relates.

According to Hutchinson News, Security State and Mr. Bishop --
owners of Wichita County feedlot Whitham Farms -- seek
$2.2 million for 524,000 bushels of grain paid for but never
delivered.

Sunbelt Grain also owes $2 million to 33 farmers who deferred
payments of their wheat and fall crops until 2008, Hutchinson News
says.

                      About Sunbelt Grain

Sunbelt Grain is owned by James and Kathy Shafer.  It is a small
limited-liability company with three elevators in Greeley County
and one in Wallace County.


SWANSEA PROPERTIES: Ct. Okays Wood Family Settlement with J. Rose
-----------------------------------------------------------------
The Wood family members, who through the Wood Family Enterprises
Limited Partnership, co-owned the 240-acre Wood Family Farm with
the Debtors Swansea Properties, LLC, Eagletail Bighorn LLC, and
the City of Goodyear, received U.S. Bankruptcy Court approval
Wednesday on a settlement that severed ties with Jack Rose's
Goodyear-based Civica entities.

As reported in the Troubled Company Reporter in 2004, the Wood
family members decided it was time to begin selling the farm and
entered into contracts with the Civica real estate developers and
contractors controlled by Jack Rose.

Swansea Properties, LLC sought Chapter 11 bankruptcy protection in
August to break contracts with Mr. Rose and his entities.

According to the report, businesses controlled by the family also
had defaulted on a $38-million development loan from M&I Bank, and
the family needed to stop foreclosure.

The family accused Mr. Rose and his companies of fraud,
negligence, breaking agreements and acting as a real-estate broker
without a license.  Mr. Rose's lawyers countered that the siblings
just wanted to avoid paying fees owed to Mr. Rose's companies.

Jim Cross, an attorney for the family, said the settlement opens
the door to build on roughly 80 to 100 acres of the 240-acre
project south of Interstate 10 along Estrella Parkway.

"We are now free to talk to other developers," Mr. Jim Cross, an
attorney for the family, said.  "What happens now all depends on
who the developer is."

Susan Freeman, an attorney for Civica, said her client was fine
with the settlement, which last week also received approval from
the Goodyear City Council.

The city needed to endorse the settlement because it had signed
contracts with entities controlled by Mr. Rose and the Woods, who
sold a portion of their farm to the city to build the spring-
training baseball facility.

The settlement gives Mr. Rose about $225,000.

Mr. Rose has released claims to infrastructure reimbursements and
sales-tax rebates from the city, which will go to the Woods, but
he retains his interest in developing the $108 million worth of
baseball facilities, which will open next year when the Cleveland
Indians begin spring training in Goodyear.  In 2010, the
Cincinnati Reds also will begin training in Goodyear.

Litchfield Park, Arizona-based Swansea Properties LLC filed for
Chapter 11 protection on Aug. 29, 2008 (Bankr. D.Ariz. Case No.
08-11486).  James E. Cross, Esq., at Osborn Maledon P.A.
represents the Debtor in its restructuring effort.  The company
listed assets between $10 million and $50 million and debts
between $10 million and $50 million when it filed for bankruptcy.
Its affiliates, Eagletail Bighorn LLC and MPK Enterprises Inc.
filed separate Chapter 11 petitions.


TARRAGON CORP: Bankruptcy Looming; Inks Forbearance Agreement
-------------------------------------------------------------
Tarragon Corporation has entered into a restructuring support and
forbearance agreement with the holders of its $125 million of
corporate-level unsecured subordinated notes.

The holders of the subordinated notes have agreed to support a
financial restructuring of Tarragon and to refrain from exercising
any of their rights and remedies under the terms of the
subordinated notes through June 30, 2009, subject to the terms and
conditions of the agreement.

As part of the financial restructuring, the subordinated notes and
approximately $38 million of indebtedness held by an affiliate of
William S. Friedman, Tarragon's Chairman and Chief Executive
Officer, and Robert P. Rothenberg, Tarragon's President, would be
restructured and become obligations of a reorganized Tarragon or
an affiliated issuer.

The agreement also contemplates that Tarragon would enter into one
or more definitive agreements with a sponsor of an overall
financial restructuring plan.

Under the overall plan, which may be implemented through a
voluntary petition for Chapter 11 bankruptcy protection, the
sponsor of the plan and certain Tarragon debtholders would receive
shares of reorganized Tarragon's equity representing a controlling
interest in the reorganized company in exchange for the assumption
of indebtedness.

The Tarragon board of directors is being advised by Lazard in
connection with its evaluation of alternatives that would maximize
stakeholder value.  These alternatives may include, but are not
limited to, a possible sale or other recapitalization or
restructuring of the company, and all available forms and sources
of financing, property sales or other strategic transactions,
including the implementation of an overall financial restructuring
plan.

The company reported $39.4 million net loss on total revenues of
$64.3 million for the three months ended June 30, 2008, compared
to $181.0 million net loss on total revenues of $69.8 million for
the same period a year ago.  The company's balance sheet at
June 30, 2008, showed $918.2 million in total assets and
$1.0 billion in total liabilities resulting in a $155.1 million
stockholders's deficit.

According to the Troubled Company Reporter on Oct. 14, 2008 the
company received a deficiency notice from The NASDAQ Stock Market
stating that the Company is not in compliance with NASDAQ
Marketplace Rule because the minimum bid price of its common stock
has closed below $1.00 per share for 30 consecutive business
days.  The company has until March 25, 2009, to regain compliance.

A full-text copy of the company's regulatory filing is available
for free at http://ResearchArchives.com/t/s?283

                    About Tarragon Corp.

Headquartered in New York City, Tarragon Corporation (NasdaqGS:
TARR) -- http://www.tarragoncorp.com/-- and its subsidiaries
engage in the development, ownership, and management of real
estate properties in the United States.  It operates in two
divisions, a Real Estate Development Division (Development
Division) and an Investment Division.  The Development Division
focuses on developing, renovating, building, and marketing homes
in high-density, urban locations and in master-planned
communities.  The Investment Division owns and operates a
portfolio of stabilized rental apartment communities located in
Alabama, Connecticut, Florida, New Jersey, Texas, Rhode Island,
Tennessee, Maryland, Oklahoma, Michigan, and Georgia.  The company
was founded in 1973.

The company's balance sheet at June 30, 2008, showed
$918.2 million in total assets, $1.1 billion in total liabilities
and $19.2 million in minority interest, resulting in
$155.1 million stockholders' deficit.

As of June 30, 2008, the company had $972.6 million of
consolidated debt, and had guaranteed additional debt of one
unconsolidated joint venture of $30.2 million.

                         Going Concern Doubt

As reported in the Troubled Company Reporter on April 14, 2008,
Grant Thornton LLP raised substantial doubt about the ability of
Tarragon Corporation to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.

The auditing firm stated that as of Dec. 31, 2007 the company had
$1.1 billion in consolidated debt and had guaranteed additional
debt of its unconsolidated joint ventures totaling $31.6 million.

At Dec. 31, 2007, the company was not in compliance with certain
of its debt covenants.  Additionally, the company incurred a net
loss during the year ended Dec. 31, 2007, and, as of that date,
the company's total liabilities exceeded its total assets by
$93.6 million.


TOWERS OF CHANNELSIDE: Wachovia to Structure New Loan for Firm
--------------------------------------------------------------
Shannon Behnken at Tampa Bay Online reports that Wachovia Bank has
agreed to structure a new loan for the Towers of Channelside LLC.

Tampa Bay Online relates that the new loan will allow the Towers
of Channelside to finish the project and pay off creditors.

According to Tampa Bay Online, Wachovia had forced developer
Richard Sacchi's Towers of Channelside into bankruptcy by cutting
off a credit line to the firm.  The report says that the Chapter
11 filing was the Towers of Channelside's last resort to block the
foreclosure on the Towers of Channelside.  Buyers then dropped out
and Wachovia refused to extend the repayment plan for the
construction loan, Tampa Bay Online states.

Mr. Sacchi, says Tampa Bay Online, has about 150 condos --
including a penthouse -- left to sell.

Based in Plant City, Florida, the Towers of Channelside, LLC --
http://www.towersatchannelside.com/-- operates a 29-story twin
tower condominium overlooking the Tampa Bay area.  The developer
filed for Chapter 11 protection on Jan. 25, 2008 (Bankr. M.D. Fla.
Case No. 08-00939).  Edward J. Peterson, III, Esq. and Harley E.
Riedel, Esq., at Stichter Riedel Blain & Prosser P.A., represented
the Debtor in its restructuring efforts.  The Official Committee
of Unsecured Creditors appointed in this bankruptcy case selected
Forizs & Dogali, P.L. as its counsel.  As reported in the Troubled
Company Reporter on March 4, 2008, the Debtor's schedules showed
total assets of $109,783,667 and total debts of $94,258,253.
As reported in the Troubled Company Reporter on Oct. 8, 2008, the
Towers of Channelside emerged from Chapter 11 bankruptcy
protection, with a new plan to pay back creditors over a five-year
period.


TRANSMERIDIAN EXPLORATION: Exchange of $290MM Sr. Notes Approved
----------------------------------------------------------------
Transmeridian Exploration Incorporated and its subsidiary
Transmeridian Exploration Inc. have executed a supplement to the
indenture governing TMEI's 12% Senior Secured Notes due 2010 and
related security documents.

On October 8, 2008, the company received the requisite written
consents from noteholders to amend the indenture governing the
$290 million aggregate principal amount of outstanding Senior
Secured Notes due 2010 of TMEI-BV and related security documents.

The company and TMEI-BV are offering to exchange $200 in cash and
$800 in principal amount of New Notes for each $1,000 principal
amount of Existing Notes.  In the event that greater than
$222,157,000 principal amount of Existing Notes are validly
tendered, not validly withdrawn and accepted for exchange in the
Exchange Offer -- the principal amount being equal to 90% of the
aggregate principal amount of Existing Notes outstanding,
exclusive of the $43,159,000 principal amount of Existing Notes
held by UEGL -- the company and TMEI-BV will increase the cash
amount paid and reduce the principal amount of New Notes issued,
for each $1,000 principal amount of Existing Notes.  In that case,
the aggregate cash amount payable will be equal to $44,431,400,
plus an amount equal to 101% of the principal amount of Existing
Notes validly tendered and not withdrawn in excess of
$222,157,000, and this amount of cash will be allocated ratably to
all holders of Existing Notes accepted for exchange; and the
aggregate principal amount of New Notes issuable will be
$177,726,000, regardless of the principal amount of Existing Notes
tendered, and this principal amount of New Notes will be allocated
ratably to all holders of Existing Notes accepted for exchange.
As of October 24, 2008, holders of the Existing Notes have
tendered a principal amount of Existing Notes in excess of the
Requisite Tender Amount.

The New Notes, which will mature on December 15, 2010, will bear
interest at the rate of 12% per annum.  Interest on the New Notes
will be payable quarterly on March 15, June 15, September 15 and
December 15 of each year, beginning on December 15, 2008 (assuming
the New Notes are issued on or before December 1, 2008), and at
maturity.

As of 5:00 p.m., New York City time, on Oct. 23, 2008, holders of
a majority in aggregate principal amount of the Existing Notes had
delivered written consents with respect to the proposed amendments
to the indenture governing the Existing Notes and related security
documents, and the written consents were not subsequently validly
withdrawn prior to the execution of the documents.

Accordingly, as contemplated by the supplemented Offering
Memorandum and Consent Solicitation Statement relating to the
exchange offer and consent solicitation relating to the
$290,000,000 aggregate principal amount of Existing Notes, TMEI,
the guarantors of the Existing Notes and the trustee under the
indenture governing the Existing Notes executed on Oct. 24, 2008,
a supplemental indenture and amended and restated security
documents implementing the proposed amendments to the indenture
governing the Existing Notes and related security documents.

In addition, TMEI, the guarantors of the new notes offered in
exchange for the Existing Notes in the exchange offer and the
trustee under the indenture governing the New Notes executed on
Oct. 24, 2008, the indenture governing the New Notes.  Therefore,
the Execution Time as defined in the Offering Memorandum has
occurred, and tendered Existing Notes may not be withdrawn and
consents may not be revoked except as described in the limited
circumstances set forth in the Offering Memorandum.

All Existing Notes validly tendered prior to the exchange offer
expiration time, which was 5:00 p.m., New York City time, on
Oct. 28, 2008, unless extended, will be eligible to receive the
amended total consideration payable in the exchange offer set
forth in the Offering Memorandum.

The New Notes will not be offered pursuant to an effective
registration statement.  Therefore, the New Notes may not be
offered or sold in the United States absent an exemption from the
registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws.

A full-text copy of the company's Supplemental Indenture is
available for free at http://ResearchArchives.com/t/s?3487

                  About Transmeridian Exploration

Based in Houston, Transmeridian Exploration Inc. (AMEX: TMY) --
http://www.tmei.com/-- is an independent energy company
established to acquire and develop oil reserves in the Caspian Sea
region of the former Soviet Union.  The company's primary oil and
gas property is the South Alibek Field in the Republic of
Kazakhstan covered by License 1557 and the related exploration and
production contracts with the government of Kazakhstan.
Transmeridian Exploration's consolidated balance sheet at
March 31, 2008, showed $402.2 million in total assets,
$341.2 million in total liabilities, and $92.5 million in
redeemable convertible preferred stock, resulting in a
$31.5 million total stockholders' deficit.

                       Going Concern Doubt

UHY LLP in Houston raised substantial doubt on Transmeridian's
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2007, and 2006.  The auditing firm pointed to the
company's negative working capital, stockholders' deficit, and
operating losses since its inception.


TREASURE ISLAND CLUB: Files for Chapter 11 In Tampa, Florida
------------------------------------------------------------
According to Bloomberg's Bill Rochelle, Treasure Island Tennis &
Yacht Club Corp. filed a Chapter 11 petition on Oct. 31 in Tampa,
Florida.

Treasure Island is owned by its members and has 48 boat slips, 13
tennis courts, a pool, spa and fitness center. In its facility in
Pinellas, Florida.  It said it assets and debt are both less than
$10 million, Bloomberg reports.

The case is In re Treasure Island Tennis & Yacht Club Corp. of
Pinellas, 08-17339, U.S. Bankruptcy Court, Middle District Florida
(Tampa).


UNIFI INC: Posts $676,000 Net Loss in Quarter ended Sept. 28
------------------------------------------------------------
Unifi, Inc., released preliminary operating results for its first
fiscal quarter ended Sept. 28, 2008.

The company reported net loss of $676,000, compared to net loss of
$9.2 million for the same period in the previous year.  Income
from continuing operations before taxes was $1.3 million compared
to a loss from continuing operations before taxes of $16.1 million
for the same period in the prior year.

Net sales for the quarter were $169.0 million, which represents a
decrease from net sales of $170.5 million for the same period in
prior year.  Net sales were positively impacted by volume gains in
Brazil and strength in the company's nylon business, which
continues to be driven by consumer and fashion preferences.

Cash-on-hand at the end of September was $20.4 million, which
increased from the $20.2 million cash-on-hand at the end of June.
Total cash and cash equivalents at the end of September, including
restricted cash, were $47.7 million compared to $55.6 million at
the end of June.

Going forward, restricted cash now includes deposits in Brazil,
which secure VAT tax incentive loans, well as the domestic cash
restricted for capital expenditures in accordance with the
company's long-term borrowing agreements.  At the end of
September, long-term debt was reduced to $196.5 million from
$201.8 million as the company repaid the remaining $3 million of
outstanding borrowings under its revolver from the June quarter
end.

A full-text copy of the company's quarterly report is available
for free at http://ResearchArchives.com/t/s?3483

                           About Unifi

Headquartered in Greensboro, North Carolina, Unifi Inc. (NYSE:
UFI) -- http://www.unifi.com/ -- is a diversified producer and
processor of multi-filament polyester and nylon textured yarns and
related raw materials.  Key Unifi brands include, but are not
limited to: aio(R) - all-in-one performance yarns, Sorbtek(R),
A.M.Y.(R), Mynx(R) UV, Repreve(R), Reflexx(R), MicroVista(R), and
Satura(R).  Unifi's yarns and brands are readily found in home
furnishings, apparel, legwear, and sewing thread, as well as
industrial, automotive, military, and medical applications.

                          *     *     *

On July 3, 2008, the Troubled Company Reporter reported that
Standard & Poor's Ratings Services revised its outlook on Unifi
Inc. to positive from negative.  At the same time, S&P affirmed
the ratings, including the 'CCC+' corporate credit rating, on the
company.  Unifi had debt outstanding of $232.5 million at
March 31, 2008.

The company's 11-1/2% Senior Secured Notes due 2014 carry Moody's
Investors Service's Caa2 rating and Standard & Poor's Rating
Services' CCC+ rating.


US SHIPPING: S&P Affirms 'CCC' Ratings After Covenant Relief
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on U.S.
Shipping Partners L.P. (U.S. Shipping), including the 'CCC' long-
term corporate credit rating.  The ratings have been removed them
from CreditWatch, where they were placed with developing
implications on Aug. 21, 2008.  The outlook is negative.  The
Edison, N.J.-based shipping company has about $522 million of
lease-adjusted debt.

U.S. Shipping announced on Oct. 24, 2008, an amendment to its
credit agreement, under which lenders waived potential financial
covenant defaults from Sept. 30, 2008, to Jan. 31, 2009 (the
waiver period), and added a new cumulative EBITDA requirement,
which will be tested monthly beginning Oct. 31, 2008, through the
waiver period.

Although the waiver provides covenant relief, it increases
pressure on liquidity, because of higher cash interest expense
requirements and related fees, at a time when liquidity is tightly
constrained.  The new amendment also includes a 1.5% PIK (paid-in-
kind) interest provision, which could increase to 4.5% on Jan. 31,
2009, that represents a call on cash at a later time.  Despite the
company's recent suspension of distributions to subordinated and
common unit holders, resulting in combined estimated annual
savings of $33.5 million, S&P expects liquidity to remain tightly
constrained over the next year.

The negative outlook reflects the tanker company's potential for a
financial covenant breach despite the new covenant amendment; its
tightly constrained liquidity; and its deteriorating financial
profile.  S&P's view is that the amendment period does not give
the company sufficient time to materially improve its operating
performance.  The company has retained financial advisers to
assist in exploring strategic alternatives, including the possible
sale of the business or the sale of new equity, and other ways to
increase liquidity and strengthen its financial resources.

If at the time the waiver expires the company is unsuccessful in
executing strategic alternatives, S&P expects an increased
probability of a financial covenant breach.  If the company is not
in compliance with its covenants, the lenders have a number of
remedies, including preventing the partnership from making
additional borrowings under its revolving credit facility and
barring distributions on its common units (which the company
recently suspended) until the company is again in compliance.

The negative outlook reflects the potential for a financial
covenant breach despite the new covenant amendment; the company's
tightly constrained liquidity; and its deteriorating financial
profile.  S&P could lower ratings if the company breaches its
financial covenants, if liquidity constraints increase, or if
operating performance further deteriorates.  If the company
announces an agreement to sell itself, S&P could place ratings on
CreditWatch, with the implications to be determined by the nature
of the transaction.  S&P considers an outlook revision to stable
unlikely in the near term.


VALUE CITY: Tells Court of Plans to Close 66 More Stores
--------------------------------------------------------
Value City Department Stores, LLC, will be closing 66 stores,
company executives told the U.S. Bankruptcy Court for the District
of Southern New York, The Daily Item (Pennsylvania) reported
Thursday.

Documents filed with the Court blamed the economic downturn,
higher gasoline prices and increasing unemployment for the
closings.

According to the report, the company's suppliers have also
tightened credit terms.  As a result, the company is unable to
replenish sold merchandise with new inventory.

Based in Columbus, Ohio, Value City Department Stores LLC and its
debtor-affiliates operate a chain of department stores.  The
company and eight of its debtor-affiliates filed separate
petitions for Chapter 11 on Oct. 26, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-14196).  John Longmire, Esq., at Willkie Farr &
Gallagher LLP, represent the Debtor as counsel.  Epiq Bankruptcy
Solutions LLC is the Debtor's claims and noticing agent.  When
Value City filed for protection from its creditors, it listed
$138,986,604 in total assets, and $159,825,793 in debts.


VERASUN ENERGY: Can Use Cash Collateral on Interim Basis
--------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court
authorized VeraSun Energy Corporation and its affiliates to
borrow, on an interim basis, to use the cash collateral securing
their prepetition indebtedness.  The Court entered cash collateral
orders:

   * with respect to the cash collateral securing the $125,000,000
     prepetition revolving credit facility with UBS Securities LLC
     and certain of its affiliates;

   * with respect to the cash collateral securing the $90,000,000
     prepetition term loan facility extended by Dougherty Funding
     LLC, to Debtor US Bio Marion, LLC, for Marion Debtor's use;
     and

   * with respect to the cash collateral securing the $275,000,000
     prepetition senior credit facility extended by several
     lenders agented by West LB AG, to fund the working needs of
     the ASA Debtors.

The Debtors will provide adequate protection to Dougherty by (i)
making postpetition payments in the amounts of contractual
interest at the non-default rate, and (ii) for the amount of and
to secure any diminution in value, grant superpriority claims and
replacement liens on all Marion Debtor assets, including a priming
lien on the assets securing the First National revolver as
consented to by First National.

The Debtors will provide adequate protection to West LB by (i)
making postpetition cash payments to West LB in the amount of
contractual interest at the non-default rate, and (ii) for the
amount of and to secure any diminution in value, grant
superpriority claims and replacement liens on all ASA Debtor
assets.

UBS has a lien on substantially all of the VeraSun Debtors'
working capital assets.  The Debtors intend to fund the
postpetition operations of the VeraSun Debtors, in part, through
the use of the UBS Cash Collateral, along with the Secured
Noteholder DIP Facility.

The Debtors will provide adequate protection to UBS by:

   -- making postpetition payments equal to interest at the
      contractual non-default rate;

   -- granting replacement liens on all of the UBS Collateral and
      postpetition inventory and receivables of the VeraSun
      Debtors, subject to the Carve-Out, to secure any diminution
      in value to the UBS Collateral;

   -- securing any diminution in the value of the UBS Collateral
      with perfected junior security interests in and liens on
      the assets of the VeraSun Debtors that are subject to
      valid, perfected, and non-avoidable liens (i) in existence
      as of the Petition Date or liens in existence on the
      Petition Date that are perfected subsequent to the Petition
      Date as permitted by Section 546(b) of the Bankruptcy Code,
      and (ii) granted to secure the VeraSun DIP Loan, subject to
      the Carve-Out.

The Debtors will also grant to UBS a superpriority claim in the
VeraSun Debtors' Chapter 11 cases with priority over all
administrative expenses in the VeraSun Debtors' cases.

                       About VeraSun Energy

Headquartered in Sioux Falls, San Diego, VeraSun Energy
Corporation -- http://www.verasun.com/-- produce and market
ethanol and distillers grains.  The Debtors have 16 production
facilities in eight states, of which  one is still under
construction.  The Debtors are scheduled to have an annual
production capacity of approximately 1.64 billion gallons of
ethanol and more than 5 million tons of distillers grains by the
end of 2008.  In addition, the Debtors also market E85, a blend
of 85% ethanol and 15 percent gasoline for use in Flexible Fuel
Vehicles (FFVs), directly to fuel retailers under the brand
VE85(R).  The company and 34 of its affiliates filed for Chapter
11 protection on Oct. 31, 2008 (Bankr. D. Del. Lead Case No.
08-12606).  Mark S. Chehi, Esq., at Skadden,Arps,Slate,Meagher &
Flom LLP, represents the Debtors in their restructuring efforts.

The company selected AlixPartners LLP as restructuring advisor,
Rothschild Inc. as investment banker, Sitrick & Company as
communication agent, and Kurtzman Carson Consultants LLC as
claims, noticing and balloting agent.  As of June 30, 2008, the
company listed $3,452,985,000 in total assets and $1,913,214,000
in total debts.


VERASUN ENERGY: Gets Initial OK to Access $40-Mil. DIP facility
---------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court
authorized VeraSun Energy Corporation and its affiliates to
borrow, on an interim basis, up to $40 million from their debtor-
in-possession credit facilities.

Judge Shannon granted the Debtors' emergency request to pay
outstanding employee checks, to pay suppliers for postpetition
goods and services and up to $20 million for goods delivered on or
after Oct. 11, 2008, and for other emergency relief.  The Court is
expected to conduct a hearing tomorrow to rule on the remaining
relief requested by the Debtors in its "first day" motions.

The Debtors received commitments for up to $215 million in debtor-
in-possession financing from certain holders of the company's
9 7/8% senior secured notes due 2012 and groups of lenders led by
AgStar Financial Services.  The Debtors are also in negotiations
with its other lenders and expects to receive, when combined with
commitments received from the 2012 noteholders and AgStar lenders,
aggregate DIP financing commitments totaling $250 million.

The AgStar Financing will consist of seven separate loan and
security agreements and DIP Financing orders -- one for each
Debtor, on a non-cross collateralized basis.

            Terms of the Secured Noteholder Facility

The Secured Noteholders have prepetition liens on the assets of
the VeraSun Debtors -- VeraSun Aurora Corporation; VeraSun
BioDiesel, LLC; VeraSun Charles City, LLC; VeraSun Fort Dodge,
LLC; VeraSun Granite City, LLC; VeraSun Hartley, LLC; VeraSun
Litchfield, LLC; VeraSun Marketing, LLC; VeraSun Reynolds, LLC;
VeraSun Tilton LLC; and VeraSun Welcome, LLC.

The Secured Noteholders Financing will have priority, pursuant to
Section 364(c)(1) of the Bankruptcy Code, over all administrative
expenses of the VeraSun Debtors, subject to carve-outs for
professional fees and expenses.  The Financing will be secured,
pursuant to Section 364(d), by perfected first priority senior
priming security interests in and liens on the Collateral that
secures the Senior Secured Notes.  The Financing will be used, in
part, to pay or "roll-up" the Senior Secured Notes held by the
participating Secured Noteholders DIP Lenders.

The Facility accrues interest at 16.5% per annum, payable monthly
in arrears.  At all times while a default exist, principal,
interest and other amounts will bear interest at a rate per annum
equal to 2.00% in excess of the interest rate.

The Secured Noteholders DIP Lenders will be granted adequate
protection through (i) regular cash payments equal in amount to
their contractual interest at the non-default rate, like payments
to begin after entry of the Secured Noteholders Final Order, and
(ii) silent junior liens on the VeraSun Working Capital
Collateral.

                 Terms of the AgStar Facility

AgStar is agent under seven separate credit facilities for seven
of the US BioEnergy Debtors.  Each facility is secured by liens on
substantially all of the assets of each Debtor-borrower.

The AgStar Facility will have priority over all administrative
expenses of each of the seven US BioEnergy Debtors, subject to the
Carve-Out.  The Facility will be secured by perfected first
priority senior priming security interests in and liens on all
assets of the individual Debtor-borrower.

The Interim Facility will mature on the earlier of the entry of
the Final Order or December 10, 2008.  The Postpetition Loan will
mature on November 3, 2009.  The outstanding principal amount of
the Postpetition Loan will bear interest at the LIBOR Rate plus
700 basis points.

AgStar will be granted adequate protection under each primed
AgStar Facility by (i) regular cash payments in the amount of
their contractual interest at the non-default rate, those payments
to begin after entry of the AgStar Final Order, and by (ii) junior
replacement liens and superpriority claims.

Draft copies of the Secured Noteholders and the AgStar Facilities
are available for free at http://ResearchArchives.com/t/s?3480

In a notice filed with the Court on the Petition Date, the Debtors
said they were still engaged in discussions regarding the most
favorable financing terms they are able to procure.  The Debtors
related that one of the key elements and terms of the contemplated
DIP Financings that may be insisted on by the lenders are:

   (a) Total interim borrowings under the DIP Financings of up
       to $180 million;

   (b) Non-consensual use of the Prepetition Secured Lenders'
       cash collateral; and

   (c) Provisions binding the Debtors, the estate or all
       parties-in-interest with respect to the validity,
       perfection or amount of the Prepetition Secured Lenders'
       liens, or waiver of claims against one or more of the
       Prepetition Secured Lenders without affording
       parties-in-interest notice in accordance with the
       Local Bankruptcy Rules of Delaware;

   (d) Provisions granting priming liens without the consent of
       one or more of the Prepetition Secured Lenders;

   (e) Provisions seeking a waiver of the estate's rights under
       Section 506(c) of the Bankruptcy Code;

   (f) Provisions granting liens on the Debtors' avoidance
       actions, including any claims or causes of action arising
       under Sections 544, 545, 547, 548, and 549;

   (g) Provisions granting one or more of the Prepetition Secured
       Lenders a rollup of part or all of their prepetition
       indebtedness;

   (h) Provisions for professional fee carve-outs, which provide
       disparate treatment for the professionals retained by a
       creditors' committee from that provided for the Debtors'
       professionals;

   (i) Provisions granting adequate protection replacement liens
       to one or more of the Prepetition Secured Lenders;

   (j) Provisions granting one or more of the Prepetition Secured
       Lenders cross-collateralization protection, securing
       prepetition debt by postpetition assets on which the
       Prepetition Secured Lenders do not otherwise have a lien;
       and

   (k) Provisions granting one or more of the Prepetition Secured
       Lenders an adequate protection package which may include,
       among other things, replacement liens and regular cash
       interest payments.

The Wall Street Journal reported on November 2, 2008, that the
Debtors have secured $250,000,000 of DIP Financing from Ableco, at
an interest rate of about 14% to 15%.

"The financing package approved today allows VeraSun to maintain
operations and continue supplying its customers.  The relief
granted by the Court today will allow us to focus on our
operations and, at the same time, provide VeraSun with the
liquidity and ability to continue operations, which means
producing ethanol and distillers grains, paying suppliers, and
satisfying customer needs for product," said Don Endres, VeraSun's
Chief Executive Officer.

                       About VeraSun Energy

Headquartered in Sioux Falls, San Diego, VeraSun Energy
Corporation -- http://www.verasun.com/-- produce and market
ethanol and distillers grains.  The Debtors have 16 production
facilities in eight states, of which  one is still under
construction.  The Debtors are scheduled to have an annual
production capacity of approximately 1.64 billion gallons of
ethanol and more than 5 million tons of distillers grains by the
end of 2008.  In addition, the Debtors also market E85, a blend
of 85% ethanol and 15 percent gasoline for use in Flexible Fuel
Vehicles (FFVs), directly to fuel retailers under the brand
VE85(R).  The company and 34 of its affiliates filed for Chapter
11 protection on Oct. 31, 2008 (Bankr. D. Del. Lead Case No.
08-12606).  Mark S. Chehi, Esq., at Skadden,Arps,Slate,Meagher &
Flom LLP, represents the Debtors in their restructuring efforts.

The company selected AlixPartners LLP as restructuring advisor,
Rothschild Inc. as investment banker, Sitrick & Company as
communication agent, and Kurtzman Carson Consultants LLC as
claims, noticing and balloting agent.  As of June 30, 2008, the
company listed $3,452,985,000 in total assets and $1,913,214,000
in total debts.


VERASUN ENERGY: Lack of Funding Delays Startup of Biorefinery
-------------------------------------------------------------
VeraSun Energy Corp. is indefinitely delaying the startup of its
110 million gallon per year ethanol biorefinery in Janesville,
Minn.  VeraSun will continue operations at its 14 facilities
across an eight-state region.

VeraSun filed voluntary petitions for relief under chapter 11 of
the U.S. Bankruptcy Code in the United States Bankruptcy Court on
October 31 to enhance liquidity while it reorganizes.  However, at
this time, the secured lender of the plant has not provided the
necessary financing to continue construction and startup
activities.  Efforts to secure financing for Janesville are
underway.

Construction on the Janesville facility is nearly completed and
the plant was scheduled to begin operations prior to the end of
the year.  Construction began in January 2007 and ownership of the
plant moved under VeraSun on April 1, 2008, after its merger with
US BioEnergy.  Most of the 53 employees will be furloughed
immediately.

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp. -
- http://www.verasun.comor http://www.VE85.com/-- is a producer
and marketer of ethanol and distillers grains. Founded in 2001,
the company has a fleet of 16 production facilities in eight
states, with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No.: 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors' total
assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.


VERTIS COMMS: Gets $250 Mil. Credit Facility From GE Commercial
---------------------------------------------------------------
GE Commercial Finance said that it provided a $250 million senior
secured plan of reorganization credit facility to Vertis
Communications.

The loan was used to refinance the company's debtor-in-possession
financing upon the company's emergence from a pre-packaged Chapter
11 bankruptcy.  In July, GE Commercial Finance also provided the
company with a $380 million DIP credit facility.  GE Capital
Markets arranged both transactions.

Vertis has successfully exited from Chapter 11 and has merged with
American Color Graphics.  The newly combined company, which will
operate under the Vertis Communications brand, combines Vertis'
proprietary customer research, database targeting technologies and
media services with American Color Graphic's offerings such as
asset management, photography and digital workflow solutions that
improve the effectiveness of advertising.

"We truly valued GE's ability to provide the funds to help support
our restructuring in such a volatile market environment," said
Mike DuBose, chairman and CEO of Vertis.  "This exit financing
allows Vertis to make significant improvements to our balance
sheet, remain focused on customers, and leverage our unique
expertise to help drive growth."

"We're pleased to have provided financing to help support Vertis
as they continue to strengthen their business through this
restructuring and merger," said Alan Garson, vice president at GE
Global Sponsor Finance.  "In a very uncertain market, GE was able
to reliably deliver a capital structure to meet their needs."

"We specialize in working closely with clients to provide the
necessary restructuring finance to help support their turnaround
strategies," said Rob McMahon, managing director of Restructuring
Finance at GE Corporate Lending.

                          About Vertis

Headquartered in Baltimore, Maryland, Vertis Holdings, Inc. --
http://www.vertisinc.com/-- is a provider of targeted print
advertising and direct marketing solutions to America's retail and
consumer services companies.  The company and its six affiliates
filed for Chapter 11 protection on July 15, 2008 (Bankr. D. Del.
Case No. 08-11460). Gary T. Holtzer, Esq. and Stephen A.
Youngman, Esq. at Weil, Gotshal & Manges LLP represent the Debtors
as lead counsels.   Mark D. Collins, Esq. and Michael Joseph
Merchant, Esq. at Richards Layton & Finger, P.A. represent the
Debtors as Delaware local counsels.  Lazard Freres & Co. LLC is
the company's financial advisor.  When the Debtors filed for
protection from their creditors they listed assets of between
$500 million and $1 billion and debts of more than $1 billion.


VONAGE HOLDINGS: Intends to Cure NYSE Listing Non-Compliance
------------------------------------------------------------
Vonage Holdings Corp. was notified by the New York Stock Exchange
that the company had fallen below the NYSE's continued listing
standard relating to minimum share price.  Rule 802.01C of the
NYSE's Listed Company Manual requires that the company's common
stock have a minimum average closing price of not less than $1.00
during a consecutive 30 trading-day period.

The company will notify the NYSE that it intends to cure the
deficiency.  The company must bring its share price and average
share price back above $1.00 within six months from the receipt of
the NYSE notice, subject to possible extension, to regain
compliance with the NYSE's price condition, or it will be subject
to suspension and delisting procedures.  Under the NYSE rules, the
company's common stock will continue to be listed on the NYSE
during the cure period, subject to the company's compliance with
other NYSE continued listing requirements.

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband
telephone services with nearly 2.6 million subscriber lines.  The
company's Residential Premium Unlimited and Small Business
Unlimited calling plans offer consumers unlimited local and long
distance calling, and features like call waiting, call forwarding
and voicemail  for a flat monthly rate.  Vonage's service is sold
on the web and through national retailers including Best Buy,
Circuit City, Wal-Mart Stores Inc. and Target and is available to
customers in the U.S., Canada and the United Kingdom.

                        Going Concern Doubt

BDO Seidman, LLP, in Woodbridge, New Jersey, raised substantial
doubt as to Vonage Holdings Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.

Vonage Holdings's balance sheet at June 30, 2008, showed
$466.1 million in total assets and $551.9 million in total
liabilities, resulting in an $85.8 million stockholders' deficit.


WASHINGTON MUTUAL: Restricts Equity Trades for NOLs; FDIC Opposes
-----------------------------------------------------------------
Washington Mutual Inc. and its debtor subsidiary seek authority
from the U.S. Bankruptcy Court of Delaware, on an interim basis,
to approve, effective nunc pro tunc to October 24, 2008, an
amended set of restriction procedures to monitor and object to
certain changes in the ownership of WaMu's stock and protect the
potential value of WaMu's tax attributes.

Pursuant to Section 382 of the U.S. Tax Code, an ownership change
generally occurs when the percentage of a company's equity held by
one or more persons or entities holding 5% or more of that
company's stock - and certain groups of less-than-5% shareholders)
increases by more than 50 percentage points above the lowest
percentage of ownership owned by the shareholders during the
relevant three-year testing period.

Mark D. Collins, Esq., at Richards Layton &Finger, P.A., avers
that in addition to certain other tax attributes, the Debtors have
net operating tax loss carry forwards or built-in unrecognized
losses in excess of $20 billion.

The Tax Attributes may be valuable assets Title 26 of the U.S. Tax
Code generally permits corporations to carry over their losses and
tax credits to offset income, Mr. Collins says.

Under the amended Trading restrictions and Notification
Requirements with respect to the acquisition and disposition of
WaMu Stock, persons or entities that beneficially own WaMu Stock
in sufficient amount to qualify them as substantial equityholders
will file with the Court -- within 10 days after the Court's
approval of the Procedures, or 10 days after being qualified as
substantial equityholders -- a notice of substantial stock
ownership.

At least 20 days to the proposed date of any transfer equity
securities that would result in an increase in WaMu stock
beneficially owned by any person or in the holder becoming a
Substantial Equityholder, the equity holder must file a notice of
intent to purchase, acquire or accumulate WaMu stock.

In the same manner, the equity holder will also file a notice
intent to sell, trade or otherwise transfer WaMu stock at least 20
days prior to the proposed date of an equity disposition
transaction.

The Debtors and the Official Committee of Unsecured Creditors will
have 15 days after the filing of the Equity Acquisition Notice or
the Equity Disposition Notice to object to the proposed
transactions.  In light of the Debtors' and the Commmittee's
Objection, the proposed transaction will not be effective until it
obtains Court approval.  Absent the Debtors' objection to, or if
the Debtors provide a written authorization with respect to the
proposed transaction, the Transaction may proceed.

Any acquisition, disposition, or transfer of WaMu stock in
violation of the Proposed Procedures will be deemed null and void
ab initio as an act in violation of the automatic stay imposed by
Sections 362 and 105(a) of the Bankruptcy Code.

According to Mr. Collins, the Debtors recognize that some trading
in WaMu stock may not pose serious risk to the Tax Attributes, and
thus, limits the Procedures to transactions implicating a holder
of WaMu stock that is, or seeks to become, or ceases to be, a
Substantial Equity Holder.

Mr. Collins reiterates that a Substantial Equity Holder refers to
any person or entity that owns at least:

  -- 80,700,000 shares of WaMu's common stock, representing
     approximately 4.75% of all issued and outstanding shares;

  -- 4.50% of the total number of outstanding shares of WaMu's
     7.75% Series R Non-Cumulative Perpetual Convertible
     Preferred Stock, as of the date prior to the filing of the
     Equity Acquisition or Equity Disposition Notices; or

  -- 4.75% of the total number of outstanding share of any of
     these classes of WaMu preferred stock:

        * Series I Perpetual Non-Cumulative Fixed-to-Floating
          Rate;

        * Series K Perpetual Non-Cumulative Floating Rate;

        * Series J Perpetual Non-Cumulative Fixed Rate;

        * Series L Perpetual Non-Cumulative Fixed-to-Floating
          Rate;

        * Series M Perpetual Non-Cumulative Fixed-to-Floating
          Rate; and

        * Series N Perpetual Non-Cumulative Fixed-to-Floating
          Rate.

Beneficial ownership of WaMu stock will be determined in
accordance with Section 382 of the Tax Code, the regulations
promulgated by U.S. Department of Treasury, and the rulings
issued by the Internal Revenue Service, Mr. Collins maintains.

                   FDIC and JPMorgan Objections

The Federal Deposit Insurance Corporation maintains the NOLs "are
not property of the Debtors' estates."

Representing the FDIC, M. Blake Cleary, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, relates that as
the Debtors acknowledge that the NOLs might be the result of
operating losses at their non-debtor subsidiaries, most or all of
the NOLs could be property of non-debtor members of WaMu's
consolidated tax filing group.

Even if WaMu filed joint federal income tax returns on behalf of
itself and its subsidiaries and affiliates, Tax Attributes,
including NOLs, inure to the benefit of the entity that actually
incurred the loss, Mr. Cleary says, citing Capital Bancshares,
Inc., v. United States, 957 F.2d 203 (5th Cir. 1992).

The FDIC objects to the determination of whether NOLS or other tax
Attributes are the property of the Debtors' estates, "as the issue
should not be addressed at this time," Mr. Cleary clarifies.

Moreover, the Determination does not need to be resolved for the
Debtors to obtain approval of their Proposed Trading Restriction
Procedures, he notes.

Accordingly, the FDIC asks the Court to deny the Debtors' request
to the extent that it would establish that any NOLs, other tax
attributes or the resulting tax benefits or refunds attributable
to the Debtors' non-debtors subsidiaries are property of the
Debtors' estates.

Similarly, JPMorgan Chase Bank maintains that the Court's interim
and final approval of the Proposed Restriction Procedures should
not have any effect on net NOLs or other tax attributes, with
respect to the right to receive any tax refund that are not
properly allocable to the Debtors, including the NOL carrybacks
and tax attributes that are properly allocable to Washington
Mutual Bank or any of the Bank's subsideairues, including WMB fsb.

In a separate filing, Fir Tree Value Master Fund, L.P., and Fir
Tree Capital Opportunity Master Fund, L.P., holder of shares in
one or more series of WaMu Stock, reserves their right to object
or respond to the Debtors' request at the final hearing.

                     Key Parties Reach Terms

For reasons stated in open Court during the hearing held
October 30, 2008, the Debtors a revised order providing for a
protocol approved by the United States Trustee, the Official
Committee of Unsecured Creditors and counsel to certain
noteholders.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.


WHITEHALL JEWELERS: Selling Jewelry Inventory at 50%-70% Discount
-----------------------------------------------------------------
Whitehall Jewelers Holdings Inc. is selling its fine jewelry
valued at an estimated $500 million at 50 to 70 percent off,
according to the company's Web site, Angelique Soenarie of The
Arizona Republic reported Thursday.

Whitehall Jewelers Holdings filed for Chapter 11 bankruptcy in
June and recently disclosed that the company's 373 jewelry stores
will close.

                    About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings
Inc. -- http://www.whitehalljewellers.com/-- owns and operates
373 stores jewelry stores in 39 states.  The company operates
stores in regional and regional shopping malls under the brand
names Whitehall Jewellers, Marks Bros.  Jewellers and Lundstrom
Jewellers.  The Debtors' retail stores operate under the names
Whitehall (271 locations), Lundstrom (24 locations), Friedman's
(56 locations, and Crescent (22 locations).  As of June 23, 2008,
the Debtors have about 2,852 workers.

The company and its affiliates, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, represent the Debtors in their restructuring efforts.
Epiq Bankruptcy Solutions LLC is their claims, noticing and
balloting agent.

When the Debtors filed for protection against their creditors,
they listed total assets of $207,100,000 and total debts of
$185,400,000.


X-RITE INC: OEPX, Et Al, Disclose Ownership of 28.5MM Shares
------------------------------------------------------------
Colin Michael Farmer, a director of X-Rite Inc., disclosed in a
filing with the Securities and Exchange Commission that he may be
deemed to beneficially own 28,571,429 shares X-Rite Inc.'s stock.

David A. Eckert, a director of X-Rite Inc., did not disclose the
number of shares that he may be deemed to beneficially own.

David Michael Cohen, a director of X-Rite Inc., also disclosed
that he may be deemed to beneficially own 28,571,429 shares
X-Rite Inc.'s stock.

Dan Friedberg, a director of X-Rite Inc., also disclosed that he
may be deemed to beneficially own 11,807,544 shares X-Rite Inc.'s
stock.

OEPX, LLC also stated that it may be deemed to beneficially own
28,571,429 shares of X-Rite Inc.'s stock.

X-Rite Inc. disclosed on its latest quarterly report that on
Aug. 1, 2008, the number of outstanding shares of common stock,
par value $.10 per share, was 29,605,684.

                           About X-Rite

X-Rite Incorporated (NASDAQ:XRIT) -- http://www.xrite.com/--
including unit Pantone Inc., develops, manufactures, markets and
supports innovative color solutions through measurement systems,
software, color standards and services. X-Rite serves a range of
industries, including printing, packaging, photography, graphic
design, video, automotive, paints, plastics, textiles, dental and
medical.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 27, 2008,
Standard & Poor's Ratings Services revised its CreditWatch on X-
Rite Inc. to positive from developing.

On Aug. 20, 2008, X-Rite Inc. (CCC+/Watch Pos/--) announced that
it had signed a forbearance and new lender agreement and investor
agreements that include a plan to substantially reduce debt,
primarily through the issuance of $155 million in common equity to
new and certain existing shareholders.  The agreement also
provides the company with access to up to $10 million on its
revolving credit agreement.


X-RITE INC: Secures $155 Million Financing from OEPX LLC
--------------------------------------------------------
X-Rite, Incorporated, completed a $155 million capital raise led
by OEPX LLC, a Delaware limited liability company managed by One
Equity Partners, and with Sagard Capital Partners, L.P., and
Tinicum Capital Partners II, L.P., Tinicum Capital Partners II
Parallel Fund, L.P. and Tinicum Capital Partners II Executive Fund
L.L.C.

Proceeds from the capital raise will be used to repay indebtedness
under its First and Second Lien Credit Agreements, settle amounts
payable by the company pursuant to certain interest rate swap
agreements, prepay certain amounts outstanding between the company
and Fifth Third Bank, well as fund ongoing operations.

"Having completed this financing initiative, the amendments to the
First and Second Lien Credit Agreements have become effective and
we now have the necessary resources to continue developing new and
innovative products for our customers related to the business of
color," Thomas J. Vacchiano Jr., chief executive officer for X-
Rite, said.  "This capital raise also provides the Company with
greater financial flexibility during these times of increased
economic uncertainty to improve shareholder value and fund on-
going operations."

Under the terms of the recapitalization, X-Rite will issue
28,571,429 shares of common stock to OEP, 9,076,667 shares of
common stock to Sagard, and 9,256,667 shares of common stock to
Tinicum.

A full-text copy of the Investment Agreement and the Institutional
Investment Agreement are available for free at
http://ResearchArchives.com/t/s?3485

                           About X-Rite

X-Rite Incorporated (NASDAQ:XRIT) -- http://www.xrite.com/--
including unit Pantone Inc., develops, manufactures, markets and
supports innovative color solutions through measurement systems,
software, color standards and services. X-Rite serves a range of
industries, including printing, packaging, photography, graphic
design, video, automotive, paints, plastics, textiles, dental and
medical.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 27, 2008,
Standard & Poor's Ratings Services revised its CreditWatch on X-
Rite Inc. to positive from developing.

On Aug. 20, 2008, X-Rite Inc. (CCC+/Watch Pos/--) announced that
it had signed a forbearance and new lender agreement and investor
agreements that include a plan to substantially reduce debt,
primarily through the issuance of $155 million in common equity to
new and certain existing shareholders.  The agreement also
provides the company with access to up to $10 million on its
revolving credit agreement.


X-RITE INC: Three Board Members Get Committee Appointments
----------------------------------------------------------
X-rite Incorporated disclosed that David M. Cohen, David A.
Eckert, Colin M. Farmer, and Daniel M. Friedberg, each of whom was
conditionally appointed to serve on the company's board of
directors on Sept. 22, 2008, were given committee appointments on
Oct. 28, 2008.

Mr. Cohen has been appointed to serve on the Compensation
Committee.  Mr. Eckert has been appointed to serve on the Audit
Committee.  Mr. Farmer has been appointed to serve on the
Nominating & Governance Committee.  Mr. Friedberg has been
appointed to serve on each of the Compensation Committee, the
Audit Committee and the Nominating & Governance Committee.

As of Oct. 28, 2008, the members of the committees of the
company's board are:

   -- Members of the Audit Committee:

      1) Mark D. Weishaar, Chairman
      2) David A. Eckert
      3) Daniel M. Friedberg
      4) John E. Utley

   -- Members of the Compensation Committee:

      1) Gideon Argov, Chairman
      2) David M. Cohen
      3) Daniel M. Friedberg
      4) Mark D. Weishaar
      5) John E. Utley, ex officio

   -- Members of the Nominating & Governance Committee:

      1) L. Peter Frieder, Chairman
      2) Colin M. Farmer
      3) Daniel M. Friedberg
      4) John E. Utley, ex officio

                           About X-Rite

X-Rite Incorporated (NASDAQ:XRIT) -- http://www.xrite.com/--
including unit Pantone Inc., develops, manufactures, markets and
supports innovative color solutions through measurement systems,
software, color standards and services. X-Rite serves a range of
industries, including printing, packaging, photography, graphic
design, video, automotive, paints, plastics, textiles, dental and
medical.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 27, 2008,
Standard & Poor's Ratings Services revised its CreditWatch on X-
Rite Inc. to positive from developing.

On Aug. 20, 2008, X-Rite Inc. (CCC+/Watch Pos/--) announced that
it had signed a forbearance and new lender agreement and investor
agreements that include a plan to substantially reduce debt,
primarily through the issuance of $155 million in common equity to
new and certain existing shareholders.  The agreement also
provides the company with access to up to $10 million on its
revolving credit agreement.


ZVUE CORP: 3 Directors Disclose Ownership of 50,000 Shares
----------------------------------------------------------
Bailey Mart, a director in ZVUE Corp., disclosed in a Securities
and Exchange Commission filing that it may be deemed to
beneficially own 50,000 shares of ZVUE Corp.'s common stock.

Mark Mansfield, a director in ZVUE Corp., also disclosed that he
may be deemed to beneficially own 50,000 shares of ZVUE Corp.'s
common stock.

Jason Lyons, a director in ZVUE Corp., also disclosed that he may
be deemed to beneficially own 50,000 shares of ZVUE Corp.'s common
stock.

Based in San Francisco, ZVUE Corporation (Nasdaq: ZVUE)
-- http://www.zvue.com/-- is a global digital entertainment
company.  ZVUE(TM) personal media players are mass-market priced
and currently available for purchase online and in Wal-Mart stores
throughout the U.S.

                       Going Concern Doubt

Salberg & company, P.A., in Boca Raton, Florida, expressed
substantial doubt about ZVUE 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 net loss of $18,188,833 and net cash used
in operations of $12,156,127 for the year ended Dec. 31, 2007, and
accumulated deficit of $41,218,007 at Dec. 31, 2007.

The company has incurred losses and negative cash flows from
operations and has an accumulated deficit at June 30, 2008, of
$56,897,000.  The company posted $8,120,000 in net losses on
$1,737,00 for the quarter ended June 30, 2008.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $5,002,000 in total current assets
available to pay $6,856,000 in total current liabilities.


* Fitch Says Unemployment Stoking U.S. Auto ABS Losses
------------------------------------------------------
Losses in U.S. prime auto-loan asset-backed securities (ABS) have
accelerated in 2008 driven by rising unemployment levels,
according to Fitch Ratings.

Despite unemployment being one of the main drivers of performance
in auto ABS, ratings on prime auto ABS transactions have remained
stable year-to-date, with minimal negative rating actions issued
in 2008 as most transactions have been able to build or maintain
enhancement even under stress.

'Auto loan default rates continue to rise and given Fitch's
expectation of unemployment levels increasing well into 2009, this
trend is likely to continue,' according to Managing Director John
Bella. 'Most prime auto loan ABS transactions, however, have
sufficient credit enhancement to offset the expected rise in
defaults.'

As the unemployment rate sped through the 6% level during the
third quarter of 2008, Fitch's prime ANL hit 1.68% in September,
just below the record high of 1.73% witnessed in August.
A chart illustrating the direct effect unemployment has on
annualized net losses (ANL) in auto ABS will be available at the
end of October in Fitch's quarterly auto ABS newsletter 'In the
Auto ABS Driver's Seat'. A 12-month moving average for the
unemployment rate and ANL indexes further highlights their
relationship.

The deteriorating performance of auto ABS has coincided with
rising job losses in 2008. Job losses have totaled just over
750,000 for the year through September, posting losses in every
month this year (source: Bureau of Labor Statistics). The economy
last posted job growth back in December 2007. Job cuts have thus
driven the unemployment rate from 5% in December last year to
6.10% in September, a 22% hike.

Despite the increase in unemployment, softer wholesale vehicle
market, and a rise in ANL rates in auto ABS this year, structural
features, credit enhancement levels and amortization, have
contributed to limit negative ratings actions so far in 2008. In
fact, Fitch has continued to issue upgrades on prime auto ABS in
2008, although at a slower pace than in 2007.

In June this year, Fitch released a report titled 'Will Consumer
ABS Crack Under Unemployment Pressure', in which Fitch analyzed
the historical relationship between changes in the unemployment
rate and changes in default rates of consumer ABS. The analysis
confirmed that auto ABS loss rates are highly correlated with
changes in the unemployment rate, especially during adverse
conditions, as is the case currently. The analysis exhibited a
number of results including that changes in unemployment are
strongly correlated with changes in auto ABS loss rates; and auto
ABS loss rates are expected to increase proportionately to
increases in unemployment.

Fitch correctly predicted in February that ANL rates in prime auto
ABS would move through the 2% level, which appears likely given
the current climate.


* Fitch Says US Timeshare ABS Year-Over-Year Defaults Up
--------------------------------------------------------
Total monthly delinquencies and defaults on U.S. timeshare ABS
continued to rise through the third quarter of 2008, according to
the latest timeshare ABS index from Fitch Ratings.

After showing some initial resistance to the U.S. economic
slowdown through 1Q'08, timeshare performance has declined notably
over the past six months, with total delinquencies surging to
4.12% in September (up 34% from 3.07% for the same period in
2007), and monthly gross defaults reaching an all-time high of
.67% in September (up 52% from .44% for the same month last year),
according to Managing Director John Bella.

'Delinquencies and defaults will likely continue to trend upward
as the winter performance deterioration typical of timeshare ABS
takes hold and the unemployment level increases,' said Mr. Bella.
'Negative rating actions however, are expected to be limited due
to the significant growth in credit enhancement that has occurred
in most transactions.'

As such, Fitch's Outlook for U.S. timeshare ABS asset performance
remains declining, while the Rating Outlook remains Stable.
Fitch's timeshare ABS index is an aggregation of performance
statistics on pools of securitized timeshare loans originated by
various developers. Expected cumulative gross defaults on
underlying transactions can range from below 10% to above 20%.
While delinquencies and defaults may vary on an absolute basis,
most transactions supporting the index exhibit similar overall
trends.

Fitch continues to monitor all timeshare ABS in an effort to
provide the market with timely analysis of performance trends. The
Fitch timeshare performance index summarizes average monthly
delinquency (over 30 days) and monthly gross default trends
tracked in Fitch's database of timeshare asset backed securities
(ABS) dating back to January 1997 and is available on a quarterly
basis.


* Fitch Says Loan Term Changes to Cushion Impact on Subprime ARMs
-----------------------------------------------------------------
The dramatic increase of London Interbank Offering Rates from mid-
September to mid-October has reignited concerns regarding payment
shock for borrowers of U.S. hybrid adjustable-rate mortgage (ARM)
collateral and particularly subprime RMBS, according to Fitch
Ratings. However, Fitch anticipates that the ongoing efforts to
work-out subprime loan terms, including modifications and
repayment plans, will help to mitigate such impacts on subprime
borrowers.

The six-month LIBOR rate was the most widely used index for
subprime hybrid adjustable-rate mortgages (ARMs) and hybrid
interest only (IO) loans. 'As LIBOR rises, hybrid ARM borrowers
become exposed to payment shock at their interest rate reset. For
example, at the recent peak in mid-October, the rate adjustment
could have caused subprime borrower payments to increase by 30-
50%, particularly for loans with deeply teased initial rates,'
said Managing Director Roelof Slump. 'While LIBOR has been
trending lower from its recent highs, it continues to be of
concern, as it directly impacts borrower affordability, and
ultimately collateral and bond performance,' Mr. Slump added.

Of the outstanding $418 billion of subprime ARM loans, a total of
1.8 million loans, or $347 billion in outstanding principal
balance, are on average approximately half a year away from either
their initial or next rate reset date. A total of 0.4 million
loans (totaling $102 billion) are two-year hybrid ARMs that
provide for a two-year fixed-rate period and reset to six-month
LIBOR thereafter and have not yet reached their initial rate
reset. At the recent LIBOR peak, these borrowers would have seen
increases from their rate reset of 8.27% to 10.27%, which would
cause their monthly payments to increase by an average of $331, or
19.3%. Additionally, 1.4 million loans, totaling $245 billion of
the total outstanding subprime ARMs, are past their initial rate
reset. Based on recent peak LIBOR rates, these borrowers would
have seen increases from their initial rate of 8.80% to 9.96%,
which would cause their payments to increase further by an average
of $153, or 10.7%. Fitch notes that these statistics reflect
original loan terms, and that loan modifications have already
reduced the amount of mortgages at risk of payment shock.

The pace and number of work-out plans have picked up noticeably in
2008. To date, the majority of work-out plans have consisted of
repayment plans and rate modifications. Repayment plans allow for
missed principal and interest to be capitalized and repaid while
concurrently making timely mortgage payments. Rate reductions
provide for the borrower to pay a lower rate of interest for a
specified period or permanently. Few loans have had principal
forgiven.

Fitch anticipates that the use of the modification plans will
continue to rise, helping borrowers facing a rate reset avoid
default. According to data provided by the Hope Now alliance,
mortgage servicers provided loan workouts for approximately
212,000 borrowers in September 2008, with approximately 113,000
homeowners receiving repayment plans, and approximately 98,000
receiving loan modifications. September modifications were 22.5%
higher than the 79,000 completed in August 2008. Total subprime
modifications were approximately three-quarters of the total of
all performed in the third quarter of 2008.

If the loan workout level continues at the pace evidenced in 2008,
then over 1 million of the 1.8 million subprime borrowers should
find some relief over the next six months. Servicers which are not
included in the Hope Now data may also be increasing their
subprime workout activity, thus further contributing to reduce
borrower stress. In particular, the Hope Now streamlined
modification plan that provides for a rate freeze at the initial
rate for five years may help borrowers who have been current with
the initial payment avoid becoming delinquent due to payment
shock.

Prior to the credit crisis, borrowers facing initial rate resets
and higher mortgage payments would have refinanced into a new
lower cost mortgage. However, Senior Director Suzanne Mistretta
said that the steep decline in home prices combined with tighter
credit underwriting standards have rendered many borrowers unable
to refinance. 'Modification programs have increasingly been made
available to borrowers who can't afford the higher payments in
order to help them stay in their home as it may be the only
alternative to foreclosure,' said Ms. Mistretta.

To the extent that the modification initiatives are successful in
offering alternatives to borrowers that are encountering either
first-time or repeat rate shocks due to an increase in LIBOR, the
actual impact of these changes may be less extreme. Fitch will
continue to monitor the potential credit implications of these
rate movements, and their effect on the performance of loans
contained in RMBS mortgage securitizations.


* S&P Corrects 16 Ratings on Five U.S. Alt-A RMBS Transactions
--------------------------------------------------------------
Standard & Poor's Ratings Services corrected its ratings on 16
classes from five residential mortgage-backed securities (RMBS)
transactions backed by Alternative-A (Alt-A) mortgage loan
collateral, which were incorrectly lowered on Oct. 30, 2008, and
Oct. 27, 2008.

S&P initially downgraded these classes in error as part of two
larger reviews of U.S. Alt-A RMBS transactions on Oct. 30 2008,
and on Oct. 27, 2008.

S&P downgraded these classes based on the relationship between the
credit enhancement for the classes and our loss projections for
these transactions, which incorrectly did not take into account
the insurance policies provided by Ambac Assurance Corp. ('AA'
financial strength rating), MBIA Insurance Corp. ('AA' financial
strength rating), and Syncora Guarantee Inc. ('BBB-' financial
strength rating).  Standard & Poor's has corrected these ratings
to reflect the current ratings on the respective insurance
providers.

                         Ratings Corrected

Impac Secured Assets Trust 2006-3


                                Rating

   Class   CUSIP       Current     Oct. 30      Pre-Oct. 30
   -----   -----       -------     -------      -----------
   A-1     45255RAA5   AA          CCC          AA

Lehman XS Trust 2007-6

                                Rating

   Class   CUSIP       Current     Oct. 30       Pre-Oct. 30
   -----   -----       -------     -------      -----------
   3-A1    52524PAG7   AA          BBB           AAA
   3-A2    52524PAH5   AA          BBB           AAA
   3-A3-1  52524PAY8   AA          BBB           AAA
   3-A3-2  52524PAZ5   AA          BBB           AAA
   3-A3-3  52524PBA9   AA          BBB           AAA
   3-A4    52524PAK8   AA          BBB           AAA
   3-A5    52524PAL6   AA          BBB           AAA
   3-A7    52524PAN2   AA          BBB           AAA

Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-1

                                Rating

   Class   CUSIP       Current     Oct. 30      Pre-Oct. 30
   -----   -----       -------     -------      -----------
   1-A-4A  25151YAF6   AA          BBB          AAA

Nomura Asset Acceptance Corporation, Alternative Loan Trust,
Series 2007-3
                                Rating

   Class   CUSIP       Current     Oct. 30      Pre-Oct. 30
   -----   -----       -------     -------      -----------
   A-1     65537UAA6   AA          B            AAA
   A-2     65537UAB4   AA          B            AAA
   A-3     65537UAC2   AA          B            AAA
   A-4     65537UAD0   AA          B            AAA

IndyMac INDX Mortgage Loan Trust 2006-AR6

                                Rating

   Class   CUSIP       Current     Oct. 27      Pre-Oct. 27
   -----   -----       -------     -------      -----------
   1-A-1B  456612AB6   BBB-        B            AAA
   2-A-1C  456612AE0   BBB-        B            AAA


* S&P Corrects Ratings on 2006-28CB, 2006-5T2 Alt Loan Trust
------------------------------------------------------------
Standard & Poor's Ratings Services corrected its ratings on eight
classes from Alternative Loan Trust 2006-28CB and Alternative Loan
Trust 2006-5T2, which were incorrectly lowered on Oct. 27, 2008.

When S&P initially analyzed these classes, S&P used an inaccurate
payment priority among the senior classes, which resulted in an
incorrect allocation of projected cash flows among these classes.
S&P subsequently corrected the payment priorities used in S&P's
analysis and made the rating changes.

The Oct. 27, 2008, rating actions were part of a larger review of
U.S. Alternative-A residential mortgage-backed securities
transactions issued in 2006 and 2007.

                          Ratings Revised

Alternative Loan Trust 2006-28CB

                                  Rating

   Class   CUSIP          Current    Oct. 27      Original
   -----   -----          -------    -------      --------
   A-1     02147TAA4      B          AA           AAA
   A-2(IO) 02147TAB2      B          AA           AAA
   A-10    02147TAK2      B          AA           AAA
   A-17    02147TAS5      A          B            AAA
   Alternative Loan Trust 2006-5T2

                                  Rating

   Class   CUSIP          Current    Oct. 27      Original
   -----   -----          -------    -------      --------
   A-1     12668BMU4      B          AA           AAA
   A-2     12668BMV2      B          AA           AAA
   A-3     12668BMW0      AA         B            AAA
   A-9     12668BRB1      AA         B            AAA


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Nov. 6, 2008

   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Coach House Diner & Restaurant, Hackensack, New Jersey
            Contact: 908-575-7333 or http://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: http://www.turnaround.org/

Nov. 13, 2008

   TURNAROUND MANAGEMENT ASSOCIATION
      Effective Turnarounds:A View From Workout Consultants
         TBA, Buffalo, New York
            Contact: http://www.turnaround.org/

Nov. 13, 2008

   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Social
         TBD, Melville, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

Nov. 13, 2008

   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Meeting
         TBD, Calgary, Alberta
            Contact: 503-768-4299 or http://www.turnaround.org/

Nov. 17-18, 2008

   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Distressed Investing
            Contact: 800-726-2524; 903-595-3800;
              http://www.renaissanceamerican.com/

Nov. 19, 2008

   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         Tournament Players Club at Jasna Polana, New Jersey
            Contact: 908-575-7333 or http://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: http://www.turnaround.org/

Nov. 27, 2008

   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Chris Kaup
         TBD, Phoenix, Arizona
            Contact: http://www.turnaround.org/

Dec. 3, 2008

   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Party
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: 702-952-2480 or http://www.turnaround.org/

Dec. 3, 2008

   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         Terminal City Club, Vancouver, British Columbia
            Contact: 503-768-4299 or http://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 http://www.turnaround.org/

Dec. 9, 2008

   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         Washington Athletic Club, Seattle, Washington
            Contact: 503-768-4299 or http://www.turnaround.org/

Dec. 11, 2008

   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         University Club, Portland, Oregon
            Contact: 503-768-4299 or http://www.turnaround.org/

Dec. 18, 2008

   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         TBD, Phoenix, Arizona
            Contact: 623-581-3597 or http://www.turnaround.org/

Dec. 31, 2008

   TURNAROUND MANAGEMENT ASSOCIATION
      Sponsorships - Annual Golf Outing, Various Events
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Jan. 21-22, 2009

   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Bellagio, Las Vegas, Nevada
            Contact: http://www.turnaround.org/

Jan. 22-23, 2009

   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Bellagio, Las Vegas, Nevada
            Contact: http://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: http://www.turnaround.org/

Apr. 28-30, 2009

   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Intercontinental Hotel, Chicago, Illinois
           Contact: http://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/

                    *      *      *

                  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!

                    *      *      *

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

                    *      *      *

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.

                             *********

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.  Sheryl Joy Olano, Ronald C. Sy, Joel Anthony G. Lopez, Cecil
R. Villacampa, Luke Walter Ceballos, 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.

                    *** End of Transmission ***