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         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, September 24, 2008, Vol. 12, No. 228           

                             Headlines

ACTUANT CORP: $230MM Cortland Deal Cues Moody's Stable Outlook
ADVANTA BUSINESS: Moody's Rates Six Classes of Notes 'Ba2'
ADVANTA CORPORATION: Moody's Reviews Ratings for Likely Cut
ADVANTA BUSINESS: S&P Puts Various Classes of Notes on Neg. Watch
AFFINIA GROUP: Moody's Affirms CF and PD Ratings at 'B2'

AIR TRANSPORT: Has Until March 16 to Comply with Bid Price Rule
ALITALIA SPA: Fate Depends on Results of Another Sale Attempt
AMERICAN FIBERS: Files for Chapter 11 Bankruptcy Protection
AMERICAN FIBERS: Case Summary & 20 Largest Unsecured Creditors
AMERICAN HOME: Taps Traxi as Special Litigation Financial Advisor

AMERICAN HOME: Disclosure Statement Hearing Moved to October 2
AMERICAN HOME: JPMorgan Wants Stay Lifted to Pursue Collateral
AMERICAN HOME: Moody's Cuts Ratings on 124 ARM Tranches
AMERICAN MEDICAL: Moody's Holds Ratings; Changes Outlook to Stable
AMERICAN SPECTRUM: Has Until October 17 to Comply with Equity Rule

AMIGOS WATERFORD: Will Continue to Operate Despite Bankruptcy
ARROW SPEED: Keystone Automotive Wants to Buy Operating Assets
ATARI INC: Stockholders Will Vote on Merger Deal on Oct. 8
ATARI INC: Offering to Buy Options Under 2005 Stock Incentive Plan
ATLANTIS PLASTICS: Wants to Employ S&W as Conflicts Counsel

BCF LLC: Fitch Cuts Ratings to 'C/DR6' on Two Cert. Classes
BLB MANAGEMENT: Moody's Cuts Corp. Family Rating to Caa3 from Caa2
BLUE WATER: Secures Plan Support from Panel, Ford & CIT Entities
BLUE WATER: Court Approves $1.6 Million Sale of Burlington Assets
BLUE WATER: US Trustee Balks at Miller Buckfire's Modified Fees

BOFA FUNDING: Paydown Performance Cues Fitch's Rating Actions
BOOM DRILLING: U.S. Trustee Sets Creditors' Meeting for October 10
BOOM DRILLING: Wants Andrews Davis as Bankruptcy Counsel
BOOM DRILLING: Seeks Extension of Schedules Filing Deadline
BOSCOV'S INC: Salient Terms of Asset Sale to Versa Capital

BOSQUE POWER: Moody's Assigns 'B1' Rating on $412.5MM Facility
BOWLIN GRADING: Case Summary & 20 Largest Unsecured Creditors
BOWNETREE LLC: Files Schedules of Assets and Liabilities
BOWNETREE LLC: U.S. Trustee Sets Creditors' Meeting for October 6
CHL MORTGAGE: Moody's Downgrades Ratings of 16 Tranches

CABELA'S CREDIT: Fitch Rates $5.5 Million Class D Notes 'BB+'
CABELA'S CREDIT: Moody's Rates Class D Series 2008-IV Note (P)Ba2
CHARMING SHOPPES: John J. Sullivan Discloses 73,001 Stake
CHESAPEAKE CORPORATION: Joachim Dziallas Discloses 7.6% Stake
CHL MORTGAGE: Moody's Chips Ratings on 101 Tranches

COMPLIANCE SYSTEMS: Sells Secured Convertible Debenture to Agile
CONTINENTAL AIRLINES: Names Zane Rowe as Chief Financial Officer
CONTINENTAL AIRLINES: Releases Guidance for Q3 & Full Year 2008
CSAB MORTGAGE: Moody's Cuts Ratings of Tranches From 5 Alt-A Deals
CWALT INC: Moody's Takes Rating Actions on Four Tranches

DELTA AIR: Proxy Advisory Firms Recommend Vote for NWA Merger
DEUTSCHE BANK: Fitch Takes Rating Actions on 13 NIM Trusts
DIGITALFX INT'L: Has Until Oct. 16 to Submit AMEX Compliance Plan
DSLA MORTGAGE: Fitch Affirms Low-B Ratings on Four NIM Loans
DUBLIN BAY: Moody's Lifts Class A Notes Rating to Aa3 from Ba1

DYER MOUNTAIN: Planned Resort Now Owned by Dyer Holding LLC
EAGAN REAL: Case Summary & 11 Largest Unsecured Creditors
EDGEWATER BAY: Case Summary & 20 Largest Unsecured Creditors
EQUIFIRST NET: Fitch Puts 'BB' Rating on Cl. N3 Under Neg. Watch
ESTATE FINANCIAL: State Dept. Issues "Desist and Refrain" Order

FAVRILLE INC: Stockholders' Equity Non-Compliant with Nasdaq Rules
FEY 240: Tenant Dispute Stalls Filing of Reorganization Plan
FIRST FRANKLIN: Fitch Puts 'B' Rating on NIM Trust Under Neg Watch
FLEETPRIDE CORP: S&P Revises Outlook to Neg. on Rising Leverage
FLIGHT SAFETY: Withdraws Appeal for Securities Delisting on AMEX

FREMONT NET: Fitch Puts Four 'B' Rated NIM Trusts Under Neg. Watch
FORUM HEALTH: Moody's Junks Bond Rating Affecting $146MM Debts
GALLERIA V: S&P Cuts Preference Shares Rating to 'CC' from 'CCC-'
GENERAL MOTORS: Diminishing Liquidity Cues Fitch to Junk IDR
GEOEYE INC: Successful Satellite Launch Cues S&P's Positive Watch

GMACM MORTGAGE: S&P Chips Ratings on Three Classes of Certificates
GREENWICH CAPITAL: S&P Puts 26 Classes of Trust Under Neg. Watch
GS MORTGAGE: Fitch Affirms Cl. N4 NIM Trusts Ratings
GSR MORTGAGE: Moody's Junks Ratings on Nine Classes of Loans
HARBORVIEW NET: Fitch Affirms Ratings on 21 Classes of NIM Trusts

HINES HORTICULTURE: Hines Nurseries' Schedules of Assets & Debts
HOME INTERIORS: Sale of Dallas Woodcraft to Myron Bowling Approved
IMAGEWARE SYSTEMS: Reports $1.2 Million Net Loss in June 2008
INTERMET CORP: Pays Utility Bills in Palmyra and Monroe City
JOE GIBSON: Asks Court Approval to Sell Portion of Joe Gibson Auto

JOHNSTON SHIELD: Hearing Board Lifts Ban on Two Auto Dealerships
KRISPY KREME: Posts $1.9 Million Net Loss in Qtr. Ended Aug. 3
LAKE AT LAS VEGAS: May Employ KTB&S as Reorganization Counsel
LEHMAN BROTHERS: Cleveland Apartment Unit Files for Bankruptcy
LEHMAN BROTHERS: Case Summary & 49 Largest Unsecured Creditors

LEHMAN BROTHERS: Fitch Takes Ratings Actions on LBSBC NIM Trusts
LIBERTY MUTUAL: Fitch Cuts Jr. Subordinated Notes Ratings to 'BB+'
LITHIUM TECHNOLOGY: Files Amendment to 2007 Annual Report
MANTIFF JACKSON: Case Summary & 20 Largest Unsecured Creditors
ML-CFC COMMERCIAL: S&P Places Rtngs on 22 Classes Under Neg. Watch

MORIN BRICK: U.S. Trustee Sets 341(a) Meeting for October 6
MORIN BRICK: Court Approves Berstein Shur as Bankruptcy Counsel
MRU HOLDINGS: Bagell Josephs Expresses Going Concern Doubt
MYERS MILL: Case Summary & Three Largest Unsecured Creditors
NEW YORK RACING: Gavin Landry Resigns as SVP Sales and Marketing

NEXSTAR BROADCASTING: Files Amendment to Quarterly Report
NORTH AMERICAN CLEARING: Customer Claims Filing Date Ends Nov. 15
NORTH OAKLAND: Files Schedules of Assets and Liabilities
OLGA MISSBRENNER: Case Summary & Largest Unsecured Creditor
OMX TIMBER: Moody's Cuts $735MM Class A-2 Notes Rating to B3

OPEN ENERGY: Squar Milner Peterson Expresses Going Concern Doubt
PACST REALTY: Case Summary & Three Largest Unsecured Creditors
PROGRESSIVE MOLDED: Chapter 7 Trustee Wants Case Dismissed
RAPID LINK: July 31 Balance Sheet Upside-down by $2.1 Million
RED SHIELD: Auction of Mill Slated for October 22

S-TRAN HOLDINGS: Wants Plan-Filing Deadline Moved to December 1
SOUTHEAST WAFFLES: Creditors Blame Chairman & CEO Shaub for Woes
STEVE & BARRY'S: To Close Merritt Square Mall Outlet on Sept. 24
TRUE ENERGY: Reports $187,045 Net Loss for July 2008
ONE SOURCE: Case Summary & 20 Largest Unsecured Creditors

PETER HENSCHEL: Case Summary & 20 Largest Unsecured Creditors
SABINE PASS: Prices $183.5 Million Offering of Senior Notes
SEMGROUP LP: Panel Says Hall Estill's Retention Is Questionable
SEMGROUP LP: Can Hire Blackstone Advisory as Investment Banker
SEMGROUP LP: Panel Can Hire Houlihan Lokey as Financial Advisor

SOUNDVIEW: Fitch Puts Seven NIM Trust Under Negative Watch
STRATUS SERVICES: June 30 Balance Sheet Upside-down by $8.3 Mil.
TRICADIA CDO: S&P Junks Rating on Class B-2L CDO Notes
TRONOX INC: Gary Pittman Has Option to Buy 100,000 Shares
TULLYS COFFEE: Moss Adams Raises Going Concern Doubt

UBS MORTGAGE: Fitch Affirms Ratings on Actual Paydown Performance
VESTA INSURANCE: Trustee Wants AIH's Claim Nos. 56 and 98 Denied
VESTA INSURANCE: Court OKs Settlement of Gaines' $140MM Claim
VESTA INSURANCE: Court OKs Texas Receivership Entities Settlement
VESTA INSURANCE: Trustee Wants Wilmington Claims No. 30, 31 OK'd

WARNACO INC: S&P Holds 'BB+' Corporate Credit Rating
WASHINGTON MUTUAL: Moody's Cuts Fin'l Strength Rating to E from D+
WELLMAN INC: Deutsche Bank Loan Terms Amended; Timetable Revised
WELLMAN INC: Seeks New Exit Financing to Replace Ableco Loan
WELLMAN INC: Salient Terms of Amended Joint Reorganization Plan

WELLMAN INC: Court OKs Stipulation on Exclusive Rights Extension
WELLMAN INC: Wants Ernst & Young's Scope of Services Expanded
WHITEHALL JEWELERS: Court OKs Miscellaneous Asset Sale Process
WHITEHALL JEWELERS: Court Extends Removal Period to Dec. 22
WILLIAM DUENAS: Case Summary & 20 Largest Unsecured Creditors

WILLIAM FELLING: Case Summary & 17 Largest Unsecured Creditors
ZAP IMPORT: U.S. Trustee Sets 341(a) Meeting for October 10
ZAP IMPORT: Court Approves Winston Vidal as Bankruptcy Counsel
ZAP IMPORT: Files Schedules of Assets and Liabilities

* Fitch Says U.S. CMBS Delinquencies Rise 1 Bps in August
* Fitch: Drawings Under Revolving Credit Agreements to Increase
* Moody's Cuts Debt Ratings on Various Classes, Initiates Review
* Moody's Cuts Credit Derivative Deals Exposed to Fannie, Freddie
* Moody's Downgrades Ratings on 38 Tranches from 12 Transactions

* Moody's: Global Paper Product Industry Still Holds Neg. Outlook
* Moody's Cuts Ratings on Certain Synthetic Credit Exposed to LBHI
* Moody's Sees Negative Outlook for Global Pharmaceutical Sector
* S&P Cuts Ratings on 90 Classes of Closed-end 2nd-lien RMBS Deals
* S&P Downgrades Ratings on 134 Cert. Classes from Four US RMBS

* Upcoming Meetings, Conferences and Seminars

                             *********

ACTUANT CORP: $230MM Cortland Deal Cues Moody's Stable Outlook
--------------------------------------------------------------
Moody's Investors Service changed Actuant Corporation's outlook to
stable from positive following the company's recent announcement
that it has reached a definitive agreement to acquire Cortland
Companies for approximately $230 million in an all cash
transaction.  

In a related rating action Moody's affirmed these ratings:
corporate family rating -- Ba2; probability of default -- Ba2;
senior secured bank credit facility -- Ba2 (LGD3, 43%); and,
senior unsecured notes due 2017 -- Ba2 (LGD3, 43%).

The change in outlook reflects Actuant's demonstrated willingness
to execute relatively large debt-financed acquisitions in contrast
with its historical strategy of relatively modest sized "bolt-on"
acquisitions.  Moreover, as a result of the increased level of
debt that will be taken on to fund the transaction, Moody's
believes that Actuant is unlikely, over the near term, to achieve
and sustain credit metrics that were previously identified by the
rating agency as being potentially supportive of a higher rating.
These metrics include debt/EBITDA sustained below 2.75x (adjusted
per Moody's methodology).  

The company will use cash on hand and draw downs under the
revolving credit facility to pay for the Cortland acquisition.  
Even though Cortland is expected to add at least $100 million in
revenues on an annualized basis and expand Actuant's industrial
and actuation systems businesses with new products, the 2.3 times
revenue multiple being paid for the company is relatively high.  
This multiple reflects Actuant's expectation of Cortland's growth
opportunities and potential for operating margin improvement.  
There may be some deterioration in Actuant's credit metrics as a
result of this predominately debt-financed acquisition.  

In addition, the draw downs under the revolving credit facility
create a short-term liability since the revolving credit facility
matures February 19, 2008.  Consequently, Actuant faces potential
refinancing risk at a time in which credit markets are in turmoil.  
Moody's believes that the company is pursuing renewal of its
revolving credit facility which would eliminate this risk.  Any
lack in timely progress in renewing this facility could contribute
to pressure on the rating.

Actuant's Ba2 corporate family rating reflects the company's
competitive market position in the industrial tool markets and its
solid product and geographic diversity.  For the last twelve
months ending May 31, 2008, Actuant's key credit metrics were
EBITA margin of 14.3%, debt/EBITA of 2.9x; EBITA/interest expense
of 4.9x, and free cash flow/debt of 16.5%.  Actuant's solid
performance can be attributed to the strong global demand for its
industrial products and its history of successfully integrating
acquisitions without interruptions to its core business.

Constraining the corporate family rating is the cyclicality of
Actuant's industrial end markets.  While Moody's believes that a
slowing in the company's end markets would result in some erosion
of its financial metrics, these metrics would likely remain at
levels that are supportive of the Ba2 corporate family rating.

Actuant Corporation, headquartered in Butler, Wisconsin, with
operations in more than 30 countries is a diversified global
provider of highly engineered position and motion control systems
and branded tools in a variety of industries.  Last twelve months
revenues through May 31, 2008 revenues were approximately
$1.6 billion.


ADVANTA BUSINESS: Moody's Rates Six Classes of Notes 'Ba2'
---------------------------------------------------------
Moody's Investors Service has placed the ratings under review for
possible downgrade on 30 classes of asset-backed notes issued by
Advanta Business Card Master Trust.  These notes are backed by a
$5.5 billion revolving pool of unsecured credit card receivables
that were marketed to small business owners and business
professionals.

The complete rating actions are:

Under Review for Possible Downgrade

Issuer: Advanta Business Card Master Trust, AdvantaSeries

  -- $225,000,000 Class A(2005-A2) Asset Backed Notes, rated Aaa
  -- $200,000,000 Class A(2005-A5) Asset Backed Notes, rated Aaa
  -- $250,000,000 Class A(2006-A2) Asset Backed Notes, rated Aaa
  -- $250,000,000 Class A(2006-A3) Asset Backed Notes, rated Aaa
  -- $300,000,000 Class A(2006-A4) Asset Backed Notes, rated Aaa
  -- $200,000,000 Class A(2006-A5) Asset Backed Notes, rated Aaa
  -- $250,000,000 Class A(2006-A6) Asset Backed Notes, rated Aaa
  -- $200,000,000 Class A(2006-A7) Asset Backed Notes, rated Aaa
  -- $200,000,000 Class A(2007-A1) Asset Backed Notes, rated Aaa
  -- $225,000,000 Class A(2007-A2) Asset Backed Notes, rated Aaa
  -- $200,000,000 Class A(2007-A3) Asset Backed Notes, rated Aaa
  -- $200,000,000 Class A(2007-A4) Asset Backed Notes, rated Aaa
  -- $400,000,000 Class A(2007-A5) Asset Backed Notes, rated Aaa
  -- $125,000,000 Class A(2008-A1) Asset Backed Notes, rated Aaa
  -- $122,000,000 Class A(2008-A2) Asset Backed Notes, rated Aaa
  -- $150,000,000 Class A(2008-A3) Asset Backed Notes, rated Aaa
  -- $100,000,000 Class B(2005-B1) Asset Backed Notes, rated A2
  -- $125,000,000 Class B(2006-B2) Asset Backed Notes, rated A2
  -- $100,000,000 Class B(2007-B1) Asset Backed Notes, rated A2
  -- $100,000,000 Class B(2007-B2) Asset Backed Notes, rated A2
  -- $100,000,000 Class C(2004-C1) Asset Backed Notes, rated Baa2
  -- $140,000,000 Class C(2006-C1) Asset Backed Notes, rated Baa2
  -- $10,000,000 Class D(2004-D1) Asset Backed Notes, rated Ba2
  -- $25,000,000 Class D(2005-D2) Asset Backed Notes, rated Ba2
  -- $15,000,000 Class D(2006-D1) Asset Backed Notes, rated Ba2
  -- $25,000,000 Class D(2006-D2) Asset Backed Notes, rated Ba2
  -- $30,000,000 Class D(2006-D3) Asset Backed Notes, rated Ba2
  -- $25,000,000 Class D(2007-D1) Asset Backed Notes, rated Ba2

Issuer: Advanta Business Card Master Trust, Series 1997-A

  -- Class B Variable Funding Asset Backed Notes, rated Baa1

Issuer: Advanta Business Card Master Trust, Series 2007-A

  -- Class B Variable Funding Asset Backed Notes, rated A3

Transactions that are expected to mature before January 2009 were
excluded from the review.

Rationale

Moody's believes that the protracted turmoil in the capital
markets has constrained some issuers' access to funding. Issuers,
like Advanta, that rely on continued access to securitization are
subject to significantly higher spreads, tighter terms and lower
investor demand -- if they are able to access the market at all.  
Advanta retained all or a significant portion of its last two Aaa
securitized transactions, which closed in May and June 2008.

With an expectation of worsening collateral performance in the
months to come, Moody's expects liquidity and funding to become an
increasingly important dimension to its credit analysis,
especially for issuers like Advanta with limited alternative
funding resources.  Moreover, in this economic environment, the
risks associated with a relatively weak funding profile may be
compounded for those seller/servicers that also have relatively
weak back-up servicing arrangements.

In its review, Moody's will assess Advanta's contingency funding
plans and its ability to mitigate these risks.

Collateral Performance

Collateral performance, though worsening, is not the principal
cause for the review.  Even so, Moody's believes that Advanta's
focus on small business cardholders and the Trust's collateral
concentrations in California and Florida may pose incremental
credit risk to noteholders.

In June, Moody's revised its expected range of the charge-off rate
for the Trust to 8% - 10% from 6% - 8% and noted that further
performance deterioration beyond the upper bound of the revised
range of performance expectations could put downward rating
pressure on the related notes.

Since then, the charge-off rate has breached the upper bound of
Moody's performance expectations and delinquencies, often a
harbinger of the future trend in charge-off rates, are also on the
rise.  The charge-off rates for July and August were 10.46% and
10.23%, respectively.  Consequently, Moody's has revised its range
for the Trust's charge-offs to performance expectations to 10% -
13%.

Other performance metrics are faring better.  Both the yield and
payment rates, for example, remain above the industry average.

At 4.98% in August, the Trust's excess spread is below the
industry average of approximately 6.69%.  If the Trust's excess
spread falls below 4.5%, then available cash will accumulate up to
prescribed amounts for the benefit of noteholders.  If the three-
month average excess spread falls below zero, then the Trust's
notes will begin to amortize ahead of schedule.

Advanta Corporation Rating Action

Moody's also placed the ratings of Advanta Corporation (Ba3 senior
unsecured) under review for possible downgrade.  The rating action
reflects Moody's concerns regarding Advanta's weakening asset
quality trends, heightened pressures on its liquidity, and the
effect of these factors on the firm's core profitability and
franchise value as it navigates a challenging environment for
credit card lenders.

Background

Advanta Corporation, headquartered in Spring House, Pennsylvania,
reported approximately $8.1 billion in managed assets as of
June 30, 2008.  Advanta Bank Corp., a wholly owned subsidiary of
Advanta Corporation, is a depositary institution subject to
regulatory oversight by both the FDIC and the Utah Department of
Financial Institutions.  Advanta has originated and serviced
credit card receivables since 1995.


certain conditions.  Haimeng is a brake product manufacturer in
China.. The transaction is expected to close in Affinia's fourth
quarter.  Moody's does not rate the asset based revolving credit.

The B2 Corporate Family Rating continues to consider the
qualitative strengths of Affinia's business in Moody's Auto
Supplier Methodology such as scale of operations, geographic and
customer diversification and focus on the replacement parts
market.  The company benefits from leading market shares in
filters, brakes and chassis components and offers a full line of
products in those categories, which helps to competitively
position its products across distribution channels.  The rating
also considers Affinia's high leverage, weak interest coverage and
negative free cash flow as a result of restructuring expenditures.

The upgrade of the existing senior secured first lien bank debt to
Ba2 from Ba3 reflects the impact that Affinia's expanding business
outside of the United States has on the priority of claims
waterfall within Moody's Loss Given Default Methodology.  The
growing international business results in a lower assumption for
US administrative trade payables, and consequently an improved
recovery assumption for the senior secured first lien debt.

The assignment of the Ba3 prospective rating to the proposed
$200 million of senior secured notes reflects these obligations'
expected recovery under the LGD Methodology.  The prospectively
rated notes have a first-priority lien on property, plant and
equipment, and a second priority lien on inventory and receivables
(behind the proposed $340 million asset based revolving credit
facility).  As a result, Moody's assumes a 15% deficiency for the
notes within the LGD framework.

The Speculative Grade Liquidity Rating of SGL-3 reflects the
company's current adequate level of liquidity.  At June 30, 2008
the company maintained $63 million of cash and cash equivalents.  
Excluding the proposed transaction, the company is expected to
generate positive free cash flow over the next twelve months.  The
company's $125 revolving credit facility matures in November 2010
and was undrawn at 6/30/08 with approximately $21 million of
letters of credit.  The company's $100 million securitization
commitment expires in November 2009.  The next debt maturity is
the company's term loan in November 2011.  

The company's leverage covenant under the bank credit facilities
steps down in the fourth quarter of 2008.  The combination of
potential softness in automotive aftermarket demand, high debt
levels, and the timing of the company's ongoing restructuring
activities may adversely impact the covenant cushion for this
leverage test and thereby diminish the company's liquidity.  
Alternate forms of liquidity are limited as the bank credit
facilities are secured by substantially all of the company's
assets.

The stable outlook continues to consider the demand
characteristics and market share for Affinia's replacement parts
and improving operating margins.  Demand for Affinia's products
are correlated with normal maintenance and wear requirements.  
This contrasts with repair and warranty requirements which are
more influenced by product failure rates which have been affected
by general trends in improved quality of original equipment parts.  
The outlook anticipates that the company's restructuring efforts
will lead to operating margins, free cash flow over the
intermediate period, and credit metrics supportive of the assigned
rating.  Any deterioration in the company's liquidity profile may
adversely impact the outlook and/or ratings.

Ratings Assigned:

  -- $200 million senior secured note, 144A with registration
     rights, (P) Ba3 (LGD2, 29%)

Ratings Raised:

  -- First lien bank debt, to Ba2 (LGD 2, 18%) from Ba3
     (LGD2, 24%)

Ratings Affirmed:

  -- B2, Corporate Family Rating
  -- B2, Probability of Default
  -- Speculative Grade Liquidity Rating, SGL-3
  -- B3 (LGD5, 70%) on the Subordinated Notes
  -- Senior Unsecured Issuer Rating, B3

The last rating action was on March 31, 2008 when Affinia's
Speculative Grade Liquidity Rating was lowered.

Affinia Group Inc., headquartered in Ann Arbor, Michigan, is a
designer, manufacturer and distributor of aftermarket components
for passenger cars, sport utility vehicles, light, medium and
heavy trucks and off-highway vehicles.  The company's product
range addresses filtration, brake and chassis markets in North and
South America, Europe and Asia.  In 2007, the company reported
revenues of approximately $2.1 billion.


ADVANTA CORPORATION: Moody's Reviews Ratings for Likely Cut
-----------------------------------------------------------
Moody's Investors Service placed the ratings of Advanta
Corporation (Ba3 senior unsecured) under review for possible
downgrade.

The rating action reflects Moody's concerns regarding Advanta's
weakening asset quality trends, heightened pressures on its
liquidity, and the effect of these factors on the firm's core
profitability and franchise value as it navigates a challenging
environment for credit card lenders.

Advanta's asset quality and the cost and availability of its
access to securitization markets have been adversely affected by
the continued deterioration of the U.S. economy and the recent
sharp intensification of the credit crunch.  In response to these
developments, Advanta has ramped back new loan originations by
tightening approval standards and reducing marketing activities.  
However, Moody's is concerned that the extended length and depth
of difficult funding and credit conditions could further adversely
affect the company's financial flexibility, core profitability,
and franchise value.

During its review of Advanta's ratings, Moody's will re-assess
Advanta's business and funding plan, with particular focus on the
company's strategy for accessing wholesale funding markets and
third party investors, as well as the strength and certainty of
its other sources of cash in relation to its operational and
financial obligations.  Moody's will also examine the firm's
profitability prospects in the context of trends in funding costs
and provision expenses.

Ratings placed under review include these:

Advanta Corporation --

  -- Senior unsecured debt Ba3
  -- Senior unsecured shelf (P)Ba3
  -- Subordinated debt B2
  -- Subordinated shelf (P)B2
  -- Preferred Stock shelf (P)B3

Advanta Corporation, headquartered in Spring House, Pennsylvania,
reported approximately $8.1 billion in managed assets as of
June 30, 2008.


ADVANTA BUSINESS: S&P Puts Various Classes of Notes on Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on various
classes of notes issued out of Advanta Business Card Master Trust
on CreditWatch with negative implications.
     
The CreditWatch actions reflect a rapid acceleration in the
trust's charge-off rate since the beginning of 2008.  Gross
charge-offs had risen to 10.2% in August from 4.7% in December
2007, an increase of nearly 120% over the prior eight months.  Net
charge-offs rose at the same rate during that period and averaged
8.0% for 2008 to date, more than double the 2007 average of 3.8%.  
The losses in the trust have been amplified to some extent by the
declining principal balance of the trust, which may reflect, in
part, Advanta's reduced ability to maintain the stability and
quality of the principal receivables.

In addition, delinquencies continue to rise, indicating that
losses may continue to increase.  As of the September payment
date, 6.0% of the current trust balance was 30 days or more past
due, compared with an average of 3.1% for 2007, while 60-plus-day
delinquency rates increased to 4.2% from 2007's average of 2.2%.
     
The total payment rate has been relatively flat since 2007,
hovering around 20%.  Total yield has been stable as well,
averaging in the 19% area since 2006.
     
Advanta Bank Corp. (BB/Negative/B) is the originator and servicer
of the underlying credit card receivables in the master trust.  
Standard & Poor's revised the outlook assigned to Advanta Bank
Corp. to negative from stable on July 29, 2008 (for more
information, see "Advanta Corp. 'BB-' Rating Affirmed; Outlook
Revised To Negative From Stable," published on RatingsDirect).  
The ability of the originator to continue generating and
transferring receivables to the trust, which is partly dependent
on the credit rating of the originator, is a key factor in S&P's
analysis when rating credit card securitizations.  Credit card
charges and the subsequent transfer of receivables affect the
level of principal receivables in the trust and the monthly
collections available to repay the outstanding principal balance
of the notes.
     
Over the course of the next 90 days, Standard & Poor's will
continue its detailed review of the credit performance of the
underlying receivables and the available credit enhancement
associated with each rating on CreditWatch to determine whether
downgrades are warranted.  S&P believes that any downgrades, if
warranted, are not likely to exceed one rating category.

               Ratings Placed on Creditwatch Negative
   
                 Advanta Business Card Master Trust
                           Advanta Series

                                      Rating
                                      ------
               Class          To                  From
               -----          --                  ----
               A              AAA/Watch Neg       AAA
               B              A/Watch Neg         A
               C              BBB/Watch Neg       BBB
               D              BB/Watch Neg        BB


AFFINIA GROUP: Moody's Affirms CF and PD Ratings at 'B2'
--------------------------------------------------------
Moody's Investors Service has affirmed Affinia Group Inc.'s
Corporate Family Rating and Probability of Default at B2.  In a
related action, Moody's raised the ratings on the company's
existing senior secured first lien bank debt to Ba2 and assigned
Ba3 prospective ratings to Affinia's proposed $200 million of
senior secured notes.  The Speculative Grade Rating is affirmed at
SGL-3.  The outlook is stable.

The proposed senior secured note, combined with a partial funding
under a proposed $340 million asset based revolving credit
facility will be used to refinance Affinia's existing senior
secured bank credit facilities and finance the acquisition of HBM
Investment Limited, a Hong Kong company, and its wholly-owned
subsidiary, Longkou Haimeng Machinery Company Limited for
approximately $49.2 million, subject to certain conditions.  
Haimeng is a brake product manufacturer in China.. The transaction
is expected to close in Affinia's fourth quarter.  Moody's does
not rate the asset based revolving credit.

The B2 Corporate Family Rating continues to consider the
qualitative strengths of Affinia's business in Moody's Auto
Supplier Methodology such as scale of operations, geographic and
customer diversification and focus on the replacement parts
market.  The company benefits from leading market shares in
filters, brakes and chassis components and offers a full line of
products in those categories, which helps to competitively
position its products across distribution channels.  The rating
also considers Affinia's high leverage, weak interest coverage and
negative free cash flow as a result of restructuring expenditures.

The upgrade of the existing senior secured first lien bank debt to
Ba2 from Ba3 reflects the impact that Affinia's expanding business
outside of the United States has on the priority of claims
waterfall within Moody's Loss Given Default Methodology.  The
growing international business results in a lower assumption for
US administrative trade payables, and consequently an improved
recovery assumption for the senior secured first lien debt.

The assignment of the Ba3 prospective rating to the proposed
$200 million of senior secured notes reflects these obligations'
expected recovery under the LGD Methodology.  The prospectively
rated notes have a first-priority lien on property, plant and
equipment, and a second priority lien on inventory and receivables
(behind the proposed $340 million asset based revolving credit
facility).  As a result, Moody's assumes a 15% deficiency for the
notes within the LGD framework.

The Speculative Grade Liquidity Rating of SGL-3 reflects the
company's current adequate level of liquidity.  At June 30, 2008
the company maintained $63 million of cash and cash equivalents.  
Excluding the proposed transaction, the company is expected to
generate positive free cash flow over the next twelve months.  The
company's $125 revolving credit facility matures in November 2010
and was undrawn at 6/30/08 with approximately $21 million of
letters of credit.  The company's $100 million securitization
commitment expires in November 2009.  The next debt maturity is
the company's term loan in November 2011.  

The company's leverage covenant under the bank credit facilities
steps down in the fourth quarter of 2008.  The combination of
potential softness in automotive aftermarket demand, high debt
levels, and the timing of the company's ongoing restructuring
activities may adversely impact the covenant cushion for this
leverage test and thereby diminish the company's liquidity.  
Alternate forms of liquidity are limited as the bank credit
facilities are secured by substantially all of the company's
assets.

The stable outlook continues to consider the demand
characteristics and market share for Affinia's replacement parts
and improving operating margins.  Demand for Affinia's products
are correlated with normal maintenance and wear requirements.  
This contrasts with repair and warranty requirements which are
more influenced by product failure rates which have been affected
by general trends in improved quality of original equipment parts.  
The outlook anticipates that the company's restructuring efforts
will lead to operating margins, free cash flow over the
intermediate period, and credit metrics supportive of the assigned
rating.  Any deterioration in the company's liquidity profile may
adversely impact the outlook and/or ratings.

Ratings Assigned:

  -- $200 million senior secured note, 144A with registration
     rights, (P) Ba3 (LGD2, 29%)

Ratings Raised:

  -- First lien bank debt, to Ba2 (LGD 2, 18%) from Ba3
     (LGD2, 24%)

Ratings Affirmed:

  -- B2, Corporate Family Rating
  -- B2, Probability of Default
  -- Speculative Grade Liquidity Rating, SGL-3
  -- B3 (LGD5, 70%) on the Subordinated Notes
  -- Senior Unsecured Issuer Rating, B3

The last rating action was on March 31, 2008 when Affinia's
Speculative Grade Liquidity Rating was lowered.

Affinia Group Inc., headquartered in Ann Arbor, Michigan, is a
designer, manufacturer and distributor of aftermarket components
for passenger cars, sport utility vehicles, light, medium and
heavy trucks and off-highway vehicles.  The company's product
range addresses filtration, brake and chassis markets in North and
South America, Europe and Asia.  In 2007, the company reported
revenues of approximately $2.1 billion.


AIR TRANSPORT: Has Until March 16 to Comply with Bid Price Rule
--------------------------------------------------------------
Air Transport Services Group Inc. received a written notification
from The NASDAQ Stock Market, indicating that the minimum bid
price of the company's common stock had fallen below $1.00 for
30 consecutive trading days and that it was therefore not in
compliance with NASDAQ Marketplace Rule 4405(a)(5).  The notice
further provided that in accordance with the NASDAQ Marketplace
Rules, the company will be provided 180 calendar days, or until
March 16, 2009, to regain compliance with the minimum bid price
requirement.

If at any time before March 16, 2009, the bid price of the
company's stock closes at $1.00 or higher for a minimum of ten
consecutive business days, NASDAQ will notify the company that
it has achieved compliance with the minimum bid price requirement.
If the company does not regain compliance with the minimum bid
price requirement by March 16, 2009, NASDAQ will notify the
company that its common stock will be delisted from The NASDAQ
Global Market.

In the event the company receives notice that its common stock is
being delisted from The NASDAQ Global Market, the NASDAQ
Marketplace Rules permit the company to appeal the delisting to a
NASDAQ Listing Qualifications Panel.  Alternatively, NASDAQ may
permit the company to transfer its common stock to The NASDAQ
Capital Market if it satisfies the requirements for initial
inclusion set forth in NASDAQ Marketplace Rule4310(c), except for
the minimum bid price requirement.  If its application for
transfer is approved, the company would have an additional 180
calendar days to comply with the minimum bid price requirement in
order to remain on The NASDAQ Capital Market.

Based in Wilmington, Ohio, Air Transport Services Group Inc.
(NASDAQ:ATSG) -- http://www.atsginc.com/-- fka ABX Holdings  
Inc., is a provider of air cargo transportation and related
services to domestic and foreign air carriers and other companies
that outsource their air cargo lift requirements.  Through five
principal subsidiaries, including three airlines with separate
and distinct U.S. FAA Part 121 Air Carrier certificates, ATSG
also provides aircraft leasing, aircraft maintenance services,
airport ground services, fuel management, specialized
transportation management, and air charter brokerage services.  
ATSG's subsidiaries include ABX Air, Inc., Air Transport
International LLC, Capital Cargo International Airlines Inc.,
Cargo Aircraft Management Inc., and LGSTX Services Inc.


ALITALIA SPA: Fate Depends on Results of Another Sale Attempt
-------------------------------------------------------------
After a rescue plan failed last week, Alitalia SpA proceeded with
its fourth public request for offers to buy any or all parts of
the company's assets until Sept. 30, 2008, newspapers say.  The
carrier has already prepared notices to be published in the
Italian newspapers Corriere della Sera, il Sole-24 Ore and la
Repubblica, as well as the London-based Financial Times, according
to The Associated Press.

In the prepared notice cited by The Associated Press, Alitalia is
seeking "whoever might be able to guarantee the continuity, in the
medium term, of the transportation service ... to submit its
expression of interest."

As reported in the Troubled Company Reporter-Europe on Sept. 22,
2008, Compagnia Aerea Italiana s.r.l., a newly formed investor
group backed by Italian Prime Minister Silvio Berlusconi, withdrew
its bid to buy Alitalia's healthier assets after failing to win
the support of labor unions, various reports say.

A TCR-Europe report on Sept. 10, 2008, said Alitalia's unions
rejected the employment contract proposed by CAI.  CAI proposed
among others that pilots' vacation be reduced from 42 to 30 days a
year, with extra day off for every five years of service in the
company; and attendants' fixed salary be reduced by 43% while
their variable salary will be reduced by 28%-31%.  Unions
described the proposal as "worst, unfeasible, and not viable,"
following a meeting with the Italian government, Alitalia and CAI.  
Only three of the carrier's nine unions accepted the terms of
CAI's rescue plan.

Bloomberg News reported that on September 14, the airline's four
biggest unions won an agreement from CAI to include 1,000 more
workers in the rescue plan.  However, on September 18, CGIL, one
of the four largest unions, joined the remaining five unions in
pushing for more concessions, says the report.

Without an alternative in place, CAI's bid withdrawal would push
Alitalia into total collapse.  The Wall Street Journal says the
airline is now running on just EUR30 million (US$42.5 million) to
EUR50 million in cash, and loses between EUR1 million and EUR2
million every day.  Alitalia Special Administrator Augusto
Fantozzi has said the airline will use part of its remaining cash
to fund this month's payroll which is due Sept. 27, 2008.

Meanwhile, some analysts told Bloomberg News that Alitalia, which
is already under government bankruptcy protection, had no choice
but to liquidate.

"The most likely scenario is that the government will break up the
company and cancel contracts," Diogenis Papiomytis, a transport
analyst at Frost & Sullivan in London, was cited by Bloomberg News
as saying.  "That will have huge social costs and will probably
set off industrial action."

Moves to save the state-controlled airline became clear after the
Italian government amended its bankruptcy law to hasten the sale
of its 49.9% stake in Alitalia and it turn around, a TCR-Europe
report on Sept. 1, 2008, said.

Under Intesa Sanpaolo S.p.A.'s "Phoenix" rescue plan, Italy
government amended the Marzano Law, which was used to reorganize
Parmalat.  The government tapped Intesa Sanpaolo as adviser for
the sale of its 49.9% stake in Alitalia.

The amended law allowed Alitalia to be split into two -- an oldco
and a newco.  The oldco will shoulder the cost of the planned
5,000-7,000 job cuts and take on Alitalia's EUR1.1 billion debt --
including the recent EUR300 million loan from the government and a
EUR750 million convertible bond.  The government will place the
oldco under extraordinary administration and appoint an
extraordinary commissioner to oversee the sale of unprofitable
assets.

The law also allowed Alitalia's extraordinary commissioner to sell
its assets through private talks and without holding public
auction.

The newco, meanwhile, will inherit Alitalia's fleet and
real estate assets as well as the remaining employees and up to
EUR500 million in debt.  It would receive around EUR300 million in
assets from AirOne S.p.A., which would be folded under the newco.
AirOne leads a group of 16 local investors who pledged to inject
around EUR1 billion into the newco in exchange for shares.

                          About Alitalia

Based in Rome, Alitalia S.p.A. -- http://www.alitalia.it/--
provides air travel services for passengers and air transport of
cargo on national, international and inter-continental routes,
including United States, Canada, Japan and Argentina.  The
Italian government owns 49.9% of Alitalia.

Despite a EUR1.4 billion state-backed restructuring in 1997,
Alitalia posted net losses of EUR256 million and EUR907 million
in 2000 and 2001 respectively.  Alitalia posted EUR93 million in
net profits in 2002 after a EUR1.4 billion capital injection.
The carrier booked annual net losses of EUR520 million in 2003,
EUR813 million in 2004, EUR168 million in 2005, EUR625.6 million
in 2006, and EUR494.64 million in 2007.

Alitalia S.p.A. declared insolvency on Aug. 29, 2008, and filed
for commencement of extraordinary administration procedure at the
Tribunal of Rome.  Italian Prime Minister Silvio Berlusconi has
appointed Augusto Fantozzi as extraordinary commissioner.


AMERICAN FIBERS: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Dawn McCarty of Bloomberg News reports that American Fibers &
Yarns Co. and its debtor-affiliate, AFY Holding Co., filed for
Chapter 11 bankruptcy protection separately with the U.S.
Bankruptcy Court for the District of Delaware on Sept. 22, 2008.

"In light of the lack of success in achieving a satisfactory
refinancing or other transaction, it became apparent that an
orderly liquidation of their assets within Chapter 11 was the best
option available," the Debtors said in court papers, according to
the report.

Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor
LLP, the company's proposed counsel, relates that several external
factors have led to the company's current liquidity crisis.  These
factors include:

  -- the migration of the residential upholstery industry,
     previously the majority consumer of the company's products,
     to offshore sourcing;

  -- rising commodity prices, specifically the share increase
     in price of resins, one of the principal components in the
     company's fiber products;

  -- competition from polyester manufacture, which do not require
     resin to produce the company's product and, therefore, have
     not been affected by the spike in resin prices;

  -- continued price pressure from lower cost imported products;
     and

  -- general economic downturn.

According to Mr. Kosmowski, the company borrowed under a senior
secured revolving credit facility with General Electric Capital
Corporation under a loan and security agreement dated June 28,
2005.

The prepetition revolving credit facility consists of:

  -- a revolving credit facility which is subject to a $12 million
     cap;

  -- a letter of credit facility under which the aggregate amount
     of all outstanding letter of credit obligations at any one
     time will not exceed $1 million.

As of the company's bankruptcy filing, the company has
$7.6 million outstanding on account of revolving credit loans and
$115,000 on account of issued but undrawn letters of credit, Mr.
Kosmowki continued.  Furthermore, as collateral security for all
of the obligations of the company, GE was granted a first priority
lien and security interest on substantially all of the company's
assets, he noted.

The 20 largest creditors without collateral backing their claims
are owed a total of $6.8 million, court papers show.  The three
biggest unsecured creditors are Basell USA, Inc., owed $2.8
million; Propex, Inc., owed $1.3 million; and Dow Chemical Co.,
owed $1.1 million.

Chapel Hill, North Carolina-based American Fibers & Yarns Co.--
http://www.afyarns.com/-- is a supplier of dyed yarns to the  
automotive and apparel industries.  Michael R. Nestor, Esq., at
Young, Conaway, Stargatt & Taylor represents the Debtors in its
restructuring efforts.


AMERICAN FIBERS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: American Fibers and Yarns Company
        55 VilCom Circle, Suite 300
        Chapel Hill, NC 27514

Bankruptcy Case No.: 08-12176

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
AFY Holding Company                                08-12175

Type of Business: The Debtor is a supplier of dyed yarns to the
                  automotive and apparel industries.
                  See: http://www.afyarns.com/

Chapter 11 Petition Date: September 22, 2008

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: Edward J. Kosmowski, Esq.
                  Michael R. Nestor, Esq.
                  bankfilings@ycst.com
                  Young, Conaway, Stargatt & Taylor
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, DE 19899
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  http://ycst.com/

Financial Advisor: RAS Management Advisors LLC

Claims Agent: Epiq Bankruptcy Solutions LLC

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Basell USA Inc.                trade debt            $2,750,659
Attn: Tom Jesiolowski
PO Box 905019
Charlotte, NC 28290
Tel: (713) 309-6172

Propex Inc.                    trade debt            $1,342,608
Attn: Jackie Schrader
3902 Paysphere Circle
Chicago, IL 60674
Tel: (423) 553-2210
Fax: (423) 899-5005

Dow Chemical Company           trade debt            $1,060,335
Attn: Irene Egusquiza
PO Box 281760
Atlanta, GA 31384
Tel: (800) 232-2436
Fax: (989) 638-9852

Standridge Color Corporation   trade debt            $496,798
Attn: Tish Peters
PO Box 1086
Tel: (770) 464-3362
Fax: (770) 464-2202

Decatur County Tax Commission  taxes                 $297,067
Attn: Don Belcher
PO Box 246
Bainbridge, GA 39818
Tel: (229) 248-3021
Fax: (229) 248-3053

Sonoco Products Company        trade debt            $249,492

Smurfit-Stone Container        trade debt            $89,336
Enterprises Inc.

SSC Industries                 trade debt            $84,044

Pulcra Chemicals LLC           trade debt            $80,038

Great American Insurance       insurance services    $72,729
Companies

Central Virginia Electric      utility services      $53,224
Cooperative

Ingersoll Rand Company Air     trade debt            $40,967

Dynamic Modifiers LLC          trade debt            $39,496

Estes Express Lines            trade debt            $35,620

Americhem Dalton Subsidiary    trade debt            $31,162
Inc.

ACDC Electrical Supply Co.     trade debt            $28,665
Inc.

Georgia Power Company          trade debt            $25,063

Purolator EFP                  trade debt            $24,335

Fi-Tech, Inc.                  trade debt            $20,386

Ropes & Gray LLP               legal services        $20,340


AMERICAN HOME: Taps Traxi as Special Litigation Financial Advisor
-----------------------------------------------------------------
American Home Mortgage and Investment Corp. and its debtor-
affiliates seek permission from the U.S. Bankruptcy Court for the
District of Delaware to employ Traxi LLC as their special
litigation financial advisor, nunc pro tunc to Sept. 10, 2008,
pursuant to an engagement letter.

The Debtors have sought and obtained the Court's authority to sell
their loan servicing business to AH Mortgage Acquisition Co.,
Inc., an affiliate of W.L. Ross & Co., LLC, pursuant to an asset
purchase sale agreement.  On Aug. 18, 2008, American Home Mortgage
Servicing Inc. fka AHM Acquisition, filed its amended request for
the allowance and payment of its administrative expense claim for
more than $17,000,000 for breaches by certain Debtors under the
APA.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, relates that on Sept. 10, 2008,
the Debtors entered into an engagement agreement with Traxi for
services relating to AHM Acquisition's request and claim, and
related litigation.

As the Debtors' special litigation financial advisor, Traxi will:

   (a) perform an analysis of the APSA;

   (b) calculate the purchase adjustment under the APSA as
       appropriate;

   (c) review calculations, schedules and analyses prepared by
       the Purchaser and its advisors; and

   (d) prepare reports of its findings.

Although Traxi is initially being employed as a non-testifying
expert witness, the Debtors reserve the right to request that
Traxi provide expert testimony in connection with its engagement.  
If the application is approved, the Debtors further request that
Traxi be authorized to provide testimonial services without
further Court order.

While the Debtors have already retained Milestone Financial LLC
as their investment bankers and financial advisors, the Debtors
submit that Traxi's employment is necessary in light of the
complexity and nature of the matters raised in the WL Ross
request and claim.  The Debtors tell Judge Sontchi that they
intentionally sought a neutral third party to perform the
proposed services because Milestone Financial was extensively
involved in the Servicing Sale.  They assure the Court that there
will be no duplication of efforts between Traxi and Milestone
Financial.

Traxi will be reimbursed its necessary expenses, and paid in
these hourly rates:

     Managing Directors          $525 - $575
     Directors and Managers      $300 - $475
     Associates and Analysts     $125 - $275

Perry M. Mandarino, Traxi's senior managing director, assures the
Court that Traxi is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                       About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a    
mortgage real estate investment trust engaged in the business of
investing in mortgage-backed securities and mortgage loans
resulting from the securitization of residential mortgage loans
originated and serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  The Creditors Committee also retained Hennigan,
Bennett & Dorman LLP, as special conflicts counsel.  As of March  
31, 2007, American Home Mortgage's balance sheet showed total  
assets of $20,553,935,000 and total liabilities of  
$19,330,191,000.

(American Home Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,  
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Disclosure Statement Hearing Moved to October 2
--------------------------------------------------------------
The hearing to consider the adequacy of American Home Mortgage and
Investment Corp. and its debtor-affiliates' disclosure statement
accompanying their Chapter 11 plan of liquidation has been moved
to Oct. 2, 2008, at 11:00 a.m.  The hearing was originally
scheduled for September 15.

The Debtors explain that the adjournment is part of their effort
to resolve certain objections raised by various parties against
the Disclosure Statement, which has drawn 27 replies, joinders
and oppositions, including two undocketed responses.

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a    
mortgage real estate investment trust engaged in the business of
investing in mortgage-backed securities and mortgage loans
resulting from the securitization of residential mortgage loans
originated and serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  The Creditors Committee also retained Hennigan,
Bennett & Dorman LLP, as special conflicts counsel.  As of March  
31, 2007, American Home Mortgage's balance sheet showed total  
assets of $20,553,935,000 and total liabilities of  
$19,330,191,000.

(American Home Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,  
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: JPMorgan Wants Stay Lifted to Pursue Collateral
--------------------------------------------------------------
American Home Mortgage Investment Corp. and American Home
Mortgage Corp. entered into a $150,000,000 senior secured
revolving warehouse facility dated January 24, 2006, with
JPMorgan Chase Bank, National Association, as administrative
agent and sole lender, pursuant to a 1/06 Senior Secured Credit
Agreement.  JPMorgan also participates as a lender in another
syndicated facility relating to the Debtors, in which Bank of
America, N.A., acts as agent.  As of the Petition Date, the
Debtors owed JPMorgan over $225,000,000, excluding accrued
interest, fees and other expenses, with respect to the two
facilities.

JPMorgan is also a participant in a conduit repurchase facility,
in which Calyon New York Branch acts as the agent.

Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, asserts that the Debtors are in breach of other
prepetition obligations to JPMorgan and its affiliates, including
an obligation to repurchase certain mortgage loans under the
terms of various loan-purchase agreements.

Mr. Landis elaborates that pursuant to the 1/06 Credit Agreement,
AHM Investment and AHM Corp. granted to JPMorgan a collateral of
first-priority lien and security interest in, among other things,
(i) pledged residential loans upon which the financing under the
Warehouse Facility was to be extended, and (ii) all proceeds to
those loans.

The Warehouse Facility Collateral includes, single-family
collateral, manufactured home loan collateral, construction/
permanent loan collateral and underperforming collateral -- the
Warehouse Loans.

On Aug. 1, 2008, there were at least 247 Warehouse Loans with
an unpaid principal balance of $93,872,141, Mr. Landis discloses.  
However, he says, as of July 31, the Debtors owed JPMorgan
$97,070,139 for outstanding principal plus non-default rate
interest.

JPMorgan asks the U.S. Bankruptcy Court for the District of
Delaware to lift the automatic stay to to allow it to exercise its
rights and remedies with respect to the Warehouse Loans and
Warehouse Facility Collateral.  JPMorgan contends that the Debtors
have no equity in the Warehouse Loans, and the Warehouse Loans are
not necessary for their reorganization.

Mr. Landis says that the Debtors, who have controlled the
Warehouse Loans, have neither sold nor attempted to sell the
loans.  To the extent that they have done so, he relates, the
Debtors either have been unsuccessful, or have received very low
prices compared to the UPB of the loans.  He notes that given
market conditions, it is clear that the Debtors could have sold
the remaining loans only at an enormous discount.

The Debtors' recently-filed Chapter 11 plan of liquidation
provides that the successor to the bankruptcy estates may hold
and control the Warehouse Loans for up to five years before final
disposition and satisfaction of JPMorgan's secured claim, Mr.
Landis tells the Court.

"While the Debtors may offer varying reasons as to why they have
not sold the loans or returned them to JPMC by now, the simple
fact is that the Debtors are holding JPMC's collateral hostage
for no reason other than to use it as a bargaining chip in a wide
range of disputes between the Debtors and JPMC," Mr. Landis
argues.

Thus, Mr. Landis says, JPMorgan has been placed in the untenable
position of having to seek relief from the Court to obtain its
collateral.  "[S]ince the Debtors are liquidating, not
reorganizing, it is remarkable that [JPMorgan] has had to go to
these lengths," he continues.

Because adequate protection for the diminution in the value of
JPMorgan's Collateral is an impossibility, the automatic stay
must be lifted to permit JPMorgan to exercise its rights with
respect to the Warehouse Loans, Mr. Landis insists.

JPMorgan also reserves the right to file additional requests
regarding the remaining Warehouse Facility Collateral, and its
rights and remedies under the Warehouse Facility Documents or any
other agreements among the parties.

                    About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a    
mortgage real estate investment trust engaged in the business of
investing in mortgage-backed securities and mortgage loans
resulting from the securitization of residential mortgage loans
originated and serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  The Creditors Committee also retained Hennigan,
Bennett & Dorman LLP, as special conflicts counsel.  As of March  
31, 2007, American Home Mortgage's balance sheet showed total  
assets of $20,553,935,000 and total liabilities of  
$19,330,191,000.

(American Home Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,  
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Moody's Cuts Ratings on 124 ARM Tranches
-------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 124
tranches from 15 Option ARM transactions issued by American Home.  
Thirty two downgraded tranches remain on review for possible
downgrade and one tranche was placed on review for possible
downgrade.  Additionally, six senior tranches were confirmed at
Aaa.  The collateral backing these transactions consists primarily
of first-lien, adjustable-rate, negatively amortizing Alt-A
mortgage loans.

Ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  
Certain tranches were confirmed due to additional enhancement
provided by structural features.  The actions described below are
a result of Moody's on-going review process.

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

In addition, during the course of Moody's review of American Home
deals, it came to light that in a rating action dated June 20,
2008, Moody's analysis of American Home Mortgage Assets Trust
2006-1, American Home Mortgage Assets Trust 2006-3, American Home
Mortgage Assets Trust 2006-4, American Home Mortgage Assets Trust
2006-5, American Home Mortgage Assets Trust 2006-6, American Home
Mortgage Investment Trust 2006-3, American Home Mortgage
Investment Trust 2006-1, American Home Mortgage Investment Trust
2006-2, American Home Mortgage Investment Trust 2007-1, and
American Home Mortgage Investment Trust 2005-4 did not take into
account the impact of additional Mortgage Insurance, which caused
losses to be overestimated for these transactions.  Although these
rating actions for tranches from these deals take into account
additional Mortgage Insurance, the downgrades are driven by
deterioration in performance between the June 20th action and
September 10.

Issuer: American Home Mortgage Asset Trust 2007-4

   * Cl. A-3

-- Current Rating: Aaa

-- Financial Guarantor: Financial Security Assurance Inc.
    (Aaa, on review for further possible downgrade)

-- Underlying Rating: Aaa

   * Cl. A-5, placed on review for further possible
downgrade, currently Aaa

  -- Financial Guarantor: Financial Security Assurance Inc.
     (Aaa, on review for further possible downgrade)

  -- Underlying Rating: Ba2

   * Cl. M-1, downgraded to B2 from Baa2; placed under
review for further possible downgrade

   * Cl. M-2, downgraded to B3 from Baa3; placed under
review for further possible downgrade

   * Cl. M-3, downgraded to Caa2 from Ba3

   * Cl. M-4, downgraded to Ca from B2

   * Cl. M-5, downgraded to Ca from B3

   * Cl. M-6, downgraded to C from Ca

Issuer: American Home Mortgage Assets Trust 2006-1

   * Cl. 1A1, downgraded to Aa2 from Aaa

   * Cl. 1A4, downgraded to Aa3 from Aaa

   * Cl. 2A3, downgraded to Aa3 from Aaa

   * Cl. X-A, confirmed at Aaa

   * Cl. X-B, confirmed at Aaa

   * Cl. X-C, confirmed at Aaa

   * Cl. M-1, downgraded to A3 from Aa3

   * Cl. M-2, downgraded to Baa3 from Baa1

   * Cl. M-3, downgraded to Ba2 from Baa3

   * Cl. M-4, downgraded to B3 from Ba2; placed under
review for further possible downgrade

   * Cl. M-5, downgraded to B3 from Ba3; placed under
review for further possible downgrade

   * Cl. M-6, downgraded to Caa2 from B3

   * Cl. M-7, downgraded to Ca from B3

   * Cl. M-8, downgraded to Ca from Caa1

   * Cl. M-9, downgraded to Ca from Caa1

Issuer: American Home Mortgage Assets Trust 2006-2

   * Cl. 1A3, downgraded to Baa1 from Aaa

   * Cl. 2A3, downgraded to Baa1 from Aaa

   * Cl. M-1, downgraded to B2 from A3

   * Cl. M-2, downgraded to B3 from Ba2; placed under
review for further possible downgrade

   * Cl. M-3, downgraded to Caa2 from Ba3

   * Cl. M-4, downgraded to Ca from B3

   * Cl. M-5, downgraded to C from Caa1

   * Cl. M-6, downgraded to C from Caa1

   * Cl. M-7, downgraded to C from Ca

Issuer: American Home Mortgage Assets Trust 2006-3

   * Cl. I-A-3, downgraded to Ba1 from Aaa

   * Cl. II-A-2, confirmed at Aaa

   * Cl. II-A-3-1, downgraded to Ba1 from Aaa

   * Cl. II-A-3-2, downgraded to Ba1 from Aaa

   * Cl. III-A-2, confirmed at Aaa

   * Cl. III-A-3-1, downgraded to Ba1 from Aaa

   * Cl. III-A-3-2, downgraded to Ba1 from Aaa

   * Cl. M-1, downgraded to B3 from Baa2; placed under
review for further possible downgrade

   * Cl. M-2, downgraded to B3 from Ba1; placed under
           review for further possible downgrade

   * Cl. M-3, downgraded to B3 from Ba2; placed under
review for further possible downgrade

   * Cl. M-4, downgraded to Caa1 from Ba3

   * Cl. M-5, downgraded to Ca from B3

   * Cl. M-6, downgraded to Ca from B3

   * Cl. M-7, downgraded to C from Caa1

   * Cl. M-8, downgraded to C from Ca

Issuer: American Home Mortgage Assets Trust 2006-4

   * Cl. I-A-2-1, downgraded to Aa1 from Aaa

   * Cl. I-A-2-2, downgraded to Aa1 from Aaa

   * Cl. I-A-3, downgraded to Ba2 from Aaa

   * Cl. II-A-2, downgraded to Aa1 from Aaa

   * Cl. II-A-3, downgraded to Ba2 from Aaa

   * Cl. M-1, downgraded to B3 from Baa3; placed under
review for further possible downgrade

   * Cl. M-2, downgraded to B3 from Ba2; placed under             
review for further possible downgrade

   * Cl. M-3, downgraded to Caa1 from Ba3

   * Cl. M-4, downgraded to Ca from B2

   * Cl. M-5, downgraded to Ca from B3

   * Cl. M-6, downgraded to Ca from Caa1

   * Cl. M-7, downgraded to C from Ca

Issuer: American Home Mortgage Assets Trust 2006-5

   * Cl. A-2, downgraded to Aa2 from Aaa

   * Cl. A-3-1, downgraded to Ba2 from Aaa

   * Cl. A-3-2, downgraded to Ba2 from Aaa

   * Cl. M-1, downgraded to B3 from Ba3; placed under
review for further possible downgrade

   * Cl. M-2, downgraded to Caa1 from B1

   * Cl. M-3, downgraded to Ca from B2

   * Cl. M-4, downgraded to Ca from B3

   * Cl. M-5, downgraded to Ca from B3

   * Cl. M-6, downgraded to C from Caa1

   * Cl. M-7, downgraded to C from Ca

Issuer: American Home Mortgage Assets Trust 2006-6

   * Cl. A1-C, downgraded to Ba2 from Aaa

   * Cl. A2-B, downgraded to Ba2 from Aaa

   * Cl. M-1, downgraded to B3 from Baa3; placed under
review for further possible downgrade

   * Cl. M-2, downgraded to B3 from Ba1; placed under
review for further possible downgrade

   * Cl. M-3, downgraded to B3 from Ba2; placed under
review for further possible downgrade

   * Cl. M-4, downgraded to Caa1 from Ba3

   * Cl. M-5, downgraded to Caa2 from B2

   * Cl. M-6, downgraded to Ca from B2

   * Cl. M-7, downgraded to Ca from B3

   * Cl. B-1, downgraded to Ca from B2

Issuer: American Home Mortgage Assets Trust 2007-1

   * Cl. A-3, downgraded to Baa1 from Aaa

   * Cl. M-1, downgraded to B3 from A1; placed under review
           for further possible downgrade

   * Cl. M-2, downgraded to B3 from Baa2; placed under
review for further possible downgrade

   * Cl. M-3, downgraded to Caa1 from Ba3

   * Cl. M-4, downgraded to Caa3 from B1

   * Cl. M-5, downgraded to Ca from B2

   * Cl. M-6, downgraded to Ca from B3

   * Cl. M-7, downgraded to Ca from Caa1

   * Cl. M-8, downgraded to C from Ca

Issuer: American Home Mortgage Assets Trust 2007-2

   * Cl. A-3, downgraded to A3 from Aaa

   * Cl. M-1, downgraded to Ba2 from Aaa

   * Cl. M-2, downgraded to B1 from Aa3; placed under
review for further possible downgrade

   * Cl. M-3, downgraded to B2 from A1; placed under review
           for further possible downgrade

   * Cl. M-4, downgraded to B3 from Baa3; placed under
review for further possible downgrade

   * Cl. M-5, downgraded to B3 from Ba1; placed under
review for further possible downgrade

   * Cl. M-6, downgraded to Caa1 from Ba3

   * Cl. M-7, downgraded to Ca from B1

   * Cl. M-8, downgraded to Ca from B2

   * Cl. M-9, downgraded to Ca from Caa1

Issuer: American Home Mortgage Assets Trust 2007-5

   * Cl. A-3, downgraded to Baa3 from Aaa

   * Cl. M-1, downgraded to B1 from Aa1

   * Cl. M-2, downgraded to B2 from A2; placed under review
           for further possible downgrade

   * Cl. M-3, downgraded to B2 from Baa3; placed under
review for further possible downgrade

   * Cl. M-4, downgraded to B3 from Ba2; placed under
review for further possible downgrade

   * Cl. M-5, downgraded to B3 from Ba3; placed under
review for further possible downgrade

   * Cl. M-6, downgraded to Caa1 from B1

   * Cl. M-7, downgraded to Caa1 from B3

   * Cl. M-8, downgraded to Ca from Caa1

Issuer: American Home Mortgage Investment Trust 2006-3

   * Cl. I-1A-3, downgraded to Ba1 from Aaa

   * Cl. I-2A-3, downgraded to Ba1 from Aaa

   * Cl. I-M-1, downgraded to B3 from A3; placed under
review for further possible downgrade

   * Cl. I-M-2, downgraded to B3 from Ba3; placed under
review for further possible downgrade

   * Cl. I-M-3, downgraded to B3 from B1; placed under
review for further possible downgrade

   * Cl. I-M-4, downgraded to Caa1 from B2

   * Cl. I-M-5, downgraded to Caa3 from B3

Issuer: American Home Mortgage Investment Trust 2005-4

   * Cl. I-A-3, downgraded to Aa2 from Aaa

   * Cl. I-M-1, downgraded to Baa1 from Aa1

   * Cl. I-M-2, downgraded to Ba1 from A2

Issuer: American Home Mortgage Investment Trust 2006-1

   * Cl. I-M-1, downgraded to Aa3 from Aa1

   * Cl. I-M-2, downgraded to Ba1 from Aa2

Issuer: American Home Mortgage Investment Trust 2006-2

   * Cl. I-A-4, downgraded to Baa2 from Aaa

   * Cl. I-M-1, downgraded to B3 from Baa1; placed under          
review for further possible downgrade

Issuer: American Home Mortgage Investment Trust 2007-1

   * Cl. A-3, downgraded to Ba1 from Aaa

   * Cl. IO-P, confirmed at Aaa

   * Cl. M-1, downgraded to B3 from A2

   * Cl. M-2, downgraded to B3 from Baa3; placed under
review for further possible downgrade

   * Cl. M-3, downgraded to B3 from Ba1; placed under
review for further possible downgrade

   * Cl. M-4, downgraded to B3 from Ba2; placed under
review for further possible downgrade

   * Cl. M-5, downgraded to B3 from Ba3; placed under
review for further possible downgrade

   * Cl. M-6, downgraded to Caa2 from B1

   * Cl. M-7, downgraded to Ca from B2

   * Cl. M-8, downgraded to Ca from B3

   * Cl. B-2, downgraded to C from Ca


AMERICAN MEDICAL: Moody's Holds Ratings; Changes Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service changed the outlook of American Medical
Systems Holdings, Inc. to stable from negative.  Concurrently,
Moody's upgraded the company's liquidity rating to SGL 2 from SGL
3 and affirmed other ratings.  The stabilization of the outlook
reflects the company's improved performance throughout 2008, the
recent successful launch of several new product lines, reduction
in financial leverage through debt repayment, and credit metrics
which are more in line with the B1 rating category.

Notwithstanding recent reductions in funded debt, the ratings
continue to be constrained by high ongoing financial leverage
following the sizeable, debt-financed, acquisition of Laserscope
in 2006, the absence of scale relative to larger competitors and
the company's acquisitive growth strategy.  The ratings are
further pressured by ongoing challenges in the laser therapy
business, pricing pressures in a competitive environment, and
lower than expected demand for laser therapy treatments in U.S.
and European markets.  

Offsetting this, the ratings benefit from organic double digit
growth rates in revenues across the company's base businesses,
improved credit metrics, and relatively low maintenance capital
expenditures which give rise to substantively positive free cash
flow generation in relation to debt levels.  The company also
benefits from important market positions in the area of men's and
women's pelvic health in the US and internationally.

The SGL-2 Speculative Grade Liquidity rating reflects Moody's
expectation of good near term liquidity, including improved
leverage covenant coverage and increased cash flow from ongoing
working capital management initiatives.  Moody's expectation is
that internally generated cash flow, along with cash on hand,
should be sufficient to fund the company's ongoing operational
needs, capital expenditures and modest mandatory debt amortization
over the next four quarters.

Moody's affirmed these ratings:

  -- Corporate Family Rating, rated B1;
  -- Probability of Default Rating, rated B1;
  -- $65 million senior secured revolver due 2012, rated Ba2
     (LGD2, 20%);

  -- $272 million senior secured term loan B due 2012, rated Ba2
     (LGD2, 20%);

  -- $374 million convertible senior subordinated notes due 2036,
     rated B3 (LGD5, 76%);

The ratings outlook is stable.

Moody's also upgraded the Speculative Grade Liquidity Rating to
SGL 2 from SGL 3.

Moody's had previously changed the outlook to negative on
February 28, 2008, based on a combination of weak credit metrics,
senior management uncertainties following the resignation of the
former Chief Executive Officer in January 2008, and liquidity
considerations.

American Medical Systems Inc., headquartered in Minnetonka,
Minnesota, develops and delivers innovative medical solutions to
target patients and physicians (primarily urologists,
gynecologists, urogynecologists and colorectal surgeons) treating
men's and women's pelvic health conditions.  For the twelve months
ended June 28, 2008, the company reported sales of approximately
$489 million.


AMERICAN SPECTRUM: Has Until October 17 to Comply with Equity Rule
------------------------------------------------------------------
American Spectrum Realty Inc. received a notice from the American
Stock Exchange LLC indicating that it has fallen below the
continued listing criteria for not maintaining stockholders'
equity requirements as set forth in Sections 1003(a)(ii) and
(iii) of the AMEX Company Guide.

This notification has no effect on the listing of the company's
Common Stock at this time.  The company was afforded the
opportunity to submit a plan of compliance to the AMEX by
Oct. 17, 2008, that demonstrates the company's ability to regain
compliance with Section 1003(a)(ii) and (iii) by Feb. 17, 2010.
If the company does not submit a plan or submits a plan that is
not accepted by the AMEX Listing Qualifications Department, the
company will be subject to delisting proceedings as set forth in
Section 1010 and Part 12 of the Company Guide.  The company
intends to submit a plan of compliance to the AMEX by Oct. 17,
2008.

Headquartered in Houston, Texas, American Spectrum Realty Inc.
(AMEX:AQQ) -- http://www.americanspectrum.com/-- is a real  
estate investment company that owns 29 office, industrial and
retail properties aggregating approximately 2.7 million square
feet in California, Texas, Arizona and the Midwest.  American
Spectrum Realty Management Inc., a wholly-owned subsidiary of
American Spectrum Realty Inc., manages and leases all properties
owned by American Spectrum Realty and all third parties.  
Publicly traded on the American Stock Exchange since
November 2001, American Spectrum Realty's business plan focuses
on acquisition of value-added real estate investments in its core
markets of California, Texas and Arizona.


AMIGOS WATERFORD: Will Continue to Operate Despite Bankruptcy
-------------------------------------------------------------
Amigos Waterford Lakes LLC and Amigos Winter Park LLC, two
licensees of Amigos Restaurant, which filed for Chapter 11
bankruptcy protection on Sept. 12, plan to continue operating as
usual, according to a news release, the Orlando Sentinel in
Florida reports.  

The two companies are operated independently from other Amigos
locations and from the licensor.

Based in Orlando, Florida, Amigos Waterford Lakes LLC and Amigos
Winter Park LLC operate restaurants using the "Amigos" name.  The
Debtors filed separate petitions for Chapter 11 relief on
Sept. 12, 2008 (Bankr. M.D. Fla. 08-088159 and 08-0861).  Peter N.
Hill, Esq. at Wolff Hill McFarlin & Herron PA represents the
Debtors as counsel.  When Amigos Waterford Lakes, LLC filed for
protection from its creditors, it listed assets of $100,000 to
$500,000, and debts of $1,000,000 to $10,000,000.  The Debtor does
not have any creditors who are not insiders.


ARROW SPEED: Keystone Automotive Wants to Buy Operating Assets
--------------------------------------------------------------
Keystone Automotive Operations, Inc., has bid to acquire certain
operating assets of Arrow Speed Warehouse.

Keystone Automotive's bid is subject to competing bids pursuant to
an auction process to be approved by the U.S. Bankruptcy Court for
the Western District of Missouri.  The Court will also approve the
final sale of Arrow Speed's operating assets, and so there can be
no guarantees regarding the outcome of the auction.

Keystone Automotive has bid approximately $12 million, subject to
certain adjustments, to acquire inventory and other operational
assets of Arrow Speed and other affiliates.

While the market and economy have challenged the automotive
business in particular, Keystone Automotive is well-capitalized
and well-positioned to pursue market opportunities as they arise.  

"We are excited about the possibility of integrating Arrow Speed
Warehouse's customer base into Keystone and will work hard to earn
their business," said Ed Orzetti, Chief Executive Officer of
Keystone Automotive Operations.  "The most important drivers of
our business continue to be execution, delivery, service, and
accountability, and we believe this potential transaction would
help Keystone to grow our business and to support stability in the
automotive accessories industry."

                      About Keystone Automotive

Keystone Automotive Operations, Inc. -- http://www.ekeystone.com
-- is a distributor and marketer of automotive aftermarket
accessories and equipment in North America, providing product
lines to approximately 16,000 wholesale customers.  The company
operates four distribution centers and 21 non-inventory stocking
cross-docks in the U.S. and Canada, as well as a fleet of over 350
trucks that provide multi-day per week delivery and returns
covering 45 states and parts of Canada.

                          About Arrow Speed

Kansas City, Kansas-based Arrow Speed Warehouse, Inc. --
http://www.arrow-speed.com/-- sells motor vehicle parts.   
Established in 1957, Arrow Speed Warehouse has served the
automotive aftermarket for over 50 years.  Corporate offices and
the main warehouse are at 686 South Adams in Kansas City, Kansas.  
This facility houses over 100,000 square feet of warehouse space,
administrative offices and a centralized phone room.  Fully
stocked branch warehouses totaling over 300,000 square feet are
located in St. Louis, St. Paul, Houston, Dallas and Nashville.

The company filed for Chapter 11 protection on Sept. 21, 2008
(Bankr. W.D.Mo. Case No. 08-50698).  Scott J. Goldstein, Esq., at
Spencer Fane Britt & Browne LLP represents the company in its
restructuring effort.  The Debtor listed assets of
$10 million to $50 million and liabilities of $10 million to $50
million when it filed for bankruptcy.

Its debtor-affiliate, Streetside Auto, LLC, also filed for Chapter
11 protection.


ATARI INC: Stockholders Will Vote on Merger Deal on Oct. 8
----------------------------------------------------------
Atari, Inc., will hold a special meeting of stockholders on
Oct. 8 , 2008 at 10:00 a.m., at Atari's offices at 417 Fifth
Avenue in New York.  The purpose of the meeting is:

   1. to consider and vote upon a proposal to adopt and approve
      the Agreement and Plan of Merger, dated as of April 30,
      2008, by and among Atari, Infogrames Entertainment S.A.,
      and Irata Acquisition Corp.; and

   2. to transact other business as may properly come before the
      special meeting or any adjournments or postponements of the
      special meeting.

The record date to determine stockholders entitled to vote at the
special meeting is August 22, 2008.  Only holders of Atari common
stock at the close of business on the record date are entitled to
notice of, and to vote at, the special meeting.

Atari filed a definitive proxy statement under Regulation 14A of
the Securities Exchange Act of 1934, as amended, relating to a
special meeting of the stockholders.  A full-text copy of the
Proxy Statement is available for free at:

               http://researcharchives.com/t/s?324b

The stockholder vote required for the adoption of the Merger
Agreement is the affirmative vote of at least a majority of the
Company's outstanding Common Stock entitled to vote on the merger.  
Infogrames and its affiliates control 51.6% of the outstanding
voting securities of Atari, which is sufficient to adopt and
approve the merger and the merger agreement.

Atari also delivered to the Securities and Exchange Commission on
Sept. 5, 2008, Amendment No. 3 to the Schedule 13E-3 it filed in
June.  The amendment was filed together with:

   -- Infogrames Entertainment S.A.,
   -- California U.S. Holdings, Inc., and
   -- Irata Acquisition Corp.

Schedule 13E-3 is a document filed with the SEC to report going
private transactions.  A full-text copy of Atari's amended
Schedule 13E-3 is available for free at:

               http://researcharchives.com/t/s?324a

As reported by the Troubled Company Reporter on May 6, 2008,
Atari, Inc., and Infogrames Entertainment entered into a
definitive agreement to merge, in order to:

  * bring to a close a period of financial underperformance for
    Atari;

  * strengthen Atari under Infogrames' new management team; and

  * deliver a platform for future growth in the U.S.

                          About Atari Inc.

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

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

                        Going Concern Doubt

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


ATARI INC: Offering to Buy Options Under 2005 Stock Incentive Plan
------------------------------------------------------------------
Atari, Inc., delivered to the Securities and Exchange Commission a
tender offer statement on Sept. 5, 2008, which was amended on
Sept. 12.  Atari wants to purchase for cash all outstanding vested
and unvested options to purchase its common stock granted under
the Atari, Inc. 2005 Stock Incentive Plan.

The company estimates buying options to acquire 165,593 shares of
common stock, each with an exercise price greater than $1.68, for
$0.10 per option.

The offer is being made in connection with the proposed merger of
Irata Acquisition Corp., a Delaware corporation and a wholly owned
indirect subsidiary of Infogrames Entertainment S.A., Atari's
majority shareholder, with and into Atari, with Atari continuing
as the surviving corporation in the merger as a wholly owned
indirect subsidiary of Infogrames, and pursuant to which each
outstanding share of Atari common stock will be converted into the
right to receive $1.68 in cash.

The offer will expire at 5:00 p.m., New York City Time, on October
8, 2008, unless extended or the offer is terminated.

A full-text copy of the Amended Offer to Purchase is available for
free at http://researcharchives.com/t/s?3249

                          About Atari Inc.

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

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

                        Going Concern Doubt

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


ATLANTIS PLASTICS: Wants to Employ S&W as Conflicts Counsel
-----------------------------------------------------------
Atlantis Plastics Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia for
authority to employ Scroggins & Williamson as their conflicts
counsel.

The Debtors are proposing to hire S&W to handle issues on which
the Debtors' lead counsel, Greenberg Traurig LLP, may have a
conflict.  S&W will also advise and represent the Debtors in
specified and discreet legal matters, including litigation, in
which the lead counsel is unable to represent the Debtors.  The
services of S&W will not be duplicative of the services to be
provided by the lead counsel or any other counsel hired by the
Debtor.

J. Robert Williamson, principal of S&W, discloses that the firm's
professionals bill:

             Professionals          Hourly Rate
             -------------          -----------
             Senior Attorneys          $350
             Junior Attorneys          $250
             Legal Assistants       $150 - $75

In addition, S&W has received a $20,000 retainer from the Debtors.

Mr. Williamson discloses that his firm does not hold or represent
an interest adverse to the Debtors' estates.  To the best of the
Debtors' knowledge, S&W is a "disinterested person" as defined in
the U.S. Bankruptcy Code.

Atlanta, Georgia-based Atlantis Plastics, Inc. (OTC:ATPL.PK)
manufactures specialty polyethylene films and molded and extruded
plastic components used in a variety of industrial and consumer
applications.  It filed a Chapter 11 petition on Aug. 10, 2008
(Bankr. N.D. Ga. Case Nos. 08-75473 through 08-75481) together
with Atlantis Plastics, Inc., Atlantis Plastic Films, Inc.,
Atlantis Films, Inc., Atlantis Molded Plastics, Inc., Atlantis
Plastics Injection Molding, Inc., Extrusion Masters, Inc., Linear
Films, Inc., Pierce Plastics, Inc., and Rigal Plastics, Inc.

David B. Kurzweil, Esq., at Greenberg Traurig, LLP, represents the
Debtors in their restructuring efforts.  Hays Financial Consulting
LLC serve as the Debtors' financial advisor.  Epiq Bankruptcy
Solutions LLC is the Debtors' claims agent.  The Official
Committee of Unsecured Creditors retained Kilpatrick Stockton LLP
as counsel and Traxi LLC as financial advisor.

The Debtors owe The Bank of New York $75 million in unsecured loan
and Equistar $1 million in unsecured trade debt.  

The Debtors' Schedules show assets of $143,427,638 and liabilities
of $258,455,803.


BCF LLC: Fitch Cuts Ratings to 'C/DR6' on Two Cert. Classes
-----------------------------------------------------------
Fitch Ratings has taken rating actions on BCF L.L.C., mortgage
pass-through certificates:

BCF L.L.C., Series 1997-R1
  -- Class A-4 rated 'AAA', placed on Rating Watch Negative;
  -- Class WAC rated 'AAA', placed on Rating Watch Negative;
  -- Class B-1 downgraded to 'BBB' from 'AA', placed on Rating
     Watch Negative;

  -- Class B-2 downgraded to 'B' from 'BB+', placed on Rating
     Watch Negative;

  -- Class B-3 downgraded to 'C/DR6' from 'CC/DR3'.

BCF L.L.C., Series 1997-R3
  -- Class A-WAC affirmed at 'AAA';
  -- Class B-1 downgraded to 'BB' from 'AA', placed on Rating
     Watch Negative;

  -- Class B-2 downgraded to 'C/DR6' from 'BB';
  -- Class B-3 revised to 'C/DR6' from 'C/DR4'.

The underlying collateral for these transactions consists
primarily of mortgage loans purchased from the United States
Department of Housing and Development.  The mortgage loans are
secured by first liens on one- to four-family residential real
estate properties and had been contractually delinquent at
origination.  The mortgage loans are being serviced by Ocwen Loan
Servicing, LLC.


BLB MANAGEMENT: Moody's Cuts Corp. Family Rating to Caa3 from Caa2
------------------------------------------------------------------
Moody's Investors Service downgraded BLB Management's Probability
of Default rating to Ca/LD from Ca because the company defaulted
on payment of interest under its Second Lien Term Loan.  Moody's
also lowered BLB's Corporate Family rating, to Caa3 from Caa2, and
First Lien Revolver and First Lien Term Loan ratings, to Caa2 from
Caa1.  

The rating on the Second Lien Term Loan was confirmed at Ca.  A
negative rating outlook was assigned to reflect the high
probability that the company may be forced to seek bankruptcy
protection in the near term.  This rating action concludes the
review for possible downgrade that commenced March 10, 2008.

The company received an additional extension of its forbearance
agreement with its First Lien senior secured lenders.  Under the
terms of the extension, if Twin River is able to satisfy a series
of monthly requirements, the extension will remain in effect until
January 31, 2009.  The extended agreement provides that Twin River
will suspend interest payments to its junior secured lenders going
forward.  The suspension of interest payments to the junior
secured lenders allows them to take certain actions under their
agreements that could result in a bankruptcy filing shortly after
the expiration of the forbearance period.

Ratings downgraded:

  -- Corporate Family rating to Caa3 from Caa2
  -- Probability of Default rating to Ca/LD from Ca
  -- First Lien Revolving Credit Facility to Caa2, (LGD2, 21%)
     from Caa1 (LGD3, 37%)

  -- First Lien Term Loan to Caa2 (LGD2, 21%) from Caa1(LGD3, 37%)

Rating confirmed/assessments updated:

  -- Second Lien Term Loan to Ca (LGD5, 72%) from Ca (LGD5, 89%)

BLB Management Services, Inc. is a joint venture holding company
comprised of Kerzner International Limited, Starwood Capital
Group, and Waterford Group LLC.  BLB's restricted operating
subsidiary, UTGR, Inc., owns and operates the Twin River racino
(formerly, Lincoln Park), located near Providence, Rhode Island.  
BLB recently completed a significant renovation of Twin River
which included expanded gaming space, and improved non-gaming
amenities.


BLUE WATER: Secures Plan Support from Panel, Ford & CIT Entities
----------------------------------------------------------------
Blue Water Automotive Systems Inc. and its debtor-affiliates seek
approval from the U.S. Bankruptcy Court for the Eastern District
of Michigan of a settlement agreement they entered into with the
Official Committee of Unsecured Creditors, CIT Capital USA Inc.,
CIT Group/Equipment Financing Inc., and Ford Motor Company.

John A. Simon, Esq., at Foley & Lardner LLP, in Detroit,
Michigan, relates that the settlement addresses a Valuation
Dispute and the objection to the CIT Entities' claims. The CIT
Entities, the Committee and Ford will support confirmation of the
Debtors' amended bankruptcy plan.

                         Ford Obligations

Pursuant to the Settlement Agreement, Ford will place $1,700,000
into an escrow account controlled by the Debtors.  The Debtors or
the Creditors' Trust to be established under the Plan may use the
Plan Escrow Amount solely to pay:

    (i) allowed claims asserted under Section 503(b)(9) of the
        Bankruptcy Code, provided that the payments will not be
        more than $800,000; and

   (ii) $900,000 of initial funding for the Creditors' Trust.  

The Trust Seed Money will be used according to the Creditors'
Trustee's discretion for the benefit of general unsecured
creditors.

Furthermore, Ford will pay $1,050,000, into an escrow account
controlled by the Debtors within five days of the Court approval
of the Settlement Agreement, to pay certain other claims, costs,
or expenses whether or not the Amended Plan is confirmed.

Ford will directly pay adequate protections to CIT Capital for
$223,173, and CIT Equipment for $297,549, payable on the 17th of
each month, through the Effective Date of the Amended Plan or the
Ford resourcing date.  Moreover, Ford will fund its allocable
share of the reasonable wind down expenses on a plant by plant
basis.

On the Effective Date, Ford's cash collateral liens for
$2,165,981 will be paid to the extent of funds available with
regard to their priority.  Moreover, the payment or non-payment
of any liens, superpriority claims or administrative claims
resulting form the Ford Cash Collateral Lien, will not prevent
the Amended Plan from becoming effective or prevent the payment
of other administrative claims without disgorgement for payment
of Ford claims.  The Ford Cash Collateral Lien, to the extent not
paid in full on the Effective Date, will survive the Effective
Date and continue in force until fully paid.

Ford agrees to fund its allocable share, on a plant by plant
basis, of the reasonable wind down expenses, including the cost
to administer the estate and professional fees, according to this
budget:

            Item                            Amount
            ----                            ------
            Severance                       $2,074
            Vacation Accrual                 1,370
            Health Care Claims               1,358
            Professional Fees                  379
            401k                                85
            Other Costs                          -
                                           -------
                                            $5,267

The customers who paid wind down charges to the Debtors are:

Customer                      Agreed To        Paid    Variance
--------                      ---------        ----    --------
Ford                             $2,099                  (2,099)
GM                                  755                    (755)
Chrysler LLC                        694                    (694)
ACH                                 495        $495           -
Visteon Corporation                 109         109           -
Behr America, Inc.                  104         104           -
Valeo Engine                         25          25           -
Grupo Antolin North America          50          50           -
Mercedes Benz International, Inc.,  345         345           -
Magna Seating of America, Inc.      157         157           -
Gates Canada, Inc.,                  30          30           -
IAC                                  63          63           -
Other Vendors                       341          12        (329)
                                  ------      ------      ------
                                  $5,267      $1,390     ($3,877)

                       Debtors' Covenants

The Debtors agree to continue efforts including litigation, in
order to collect all outstanding accounts receivable and other
amounts due from the Debtors' customers.  The Debtors will
continue to collect surcharges and other contributions from the
Debtors' other customers in order to fund Wind Down Expenses in
line with the existing agreements.  The Debtors will continue
production of Ford's component parts and will continue producing
inventory banks until the earlier of (i) the date Ford or Grant
Thornton to instruct otherwise or (ii) the Ford Resourcing Date.

GM's obligations to the Debtors are:

    Item                                             Amount
    ----                                             ------
    Accounts Receivable                            $545,801
    Prepetition Cash Collateral Shortfall           137,024
    Inventory - All Plants but Whiting              179,814
    Reimbursement for 7% Set Offs          to be determined
    Inventory - Whiting                    to be determined
    Wind Down                                       755,000
    Operating Cash Burn Trued Up                  1,901,767
    Accounts Receivable - Prepetition             2,393,432
                                                 ----------
                                                 $5,912,838

Chrysler's obligations to the Debtors are:

    Accounts Receivable - Postpetition             $621,971
    Inventory - All Plants but Whiting     to be determined
    Reimbursement for 7% Set Offs          to be determined
    Prepetition Cash Collateral Shortfall            95,983
    Wind Down                                       694,000
    Operating Cash Burn Trued Up                  1,330,473
    Commercial Claim - Battery Tray                 225,144
    Tooling Accounts Receivable                      70,495
    Accounts Receivable - Prepetition             1,912,483
    Less Cash Collateral Claim                     (708,000)
    Less Tooling Duplicate Payments                (326,775)
                                                 ----------
                                                 $3,915,774

The CIT Equipment Escrow and the CIT Capital Escrow will be paid
to the CIT Entities for application against the obligations of
the Debtors to the CIT Entities.

The Debtors will continue their liquidation efforts until the
Effective Date, and after the Effective Date, will be assumed by
the Creditors' Trust, subject to the CIT Entities' request to
auction the Debtors' assets pursuant to the Settlement Agreement.

The unpaid real estate taxes on CIT Capital Collateral will be
paid either from the proceeds of sale of the collateral or paid
by CIT Capital in amounts provided in the Amended Plan.  Personal
property taxes incurred prior to the sale or the Effective Date,
will be paid by the Debtors and funded by the budget.  CIT
Capital will have the right to credit bid and if successful, will
receive the title free and clear of any liens, and encumbrances.

The first $3,000,000 of the CIT Equipment Collateral Surplus will
be divided into (i) one-third to CIT Capital, for application to
the CIT Capital Claim; one-third to DIP Facility Claims holder,
for application to the DIP Facility Claims, and one-third to the
Creditors' Trust.  

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

Should the Effective Date not occur by the date later of (i) 30
days after the Ford Resourcing Date or (ii) November 16, 2008,
upon the CIT Entities' request, the assets comprising the CIT
Entities Collateral which have not been sold or transferred to
the CIT Entities, will be sold by the CIT  Entities in an
auction, with the consent of the Committee and Ford.  In the
auction,  the CIT Entities may credit bid with the sales proceeds
going directly to the CIT Entities.  The CIT Entities are also
entitled to retain amounts and benefits without further Court
approval.

                        Committee Covenants

The Committee agrees to (i) dismiss its second appeal of the DIP
Final Order; (ii) withdraw its motion to convert the Debtors'
Chapter 11 cases to cases under Chapter 7 of the Bankruptcy Code;
and (iii) withdraw with prejudice its motion for a confirmation
deposit.  

Moreover, the Committee agrees to submit stipulations with the
holders of allowed claims under Section 503(b)(9) for Court
approval a day prior to the confirmation hearing.  The
Stipulations intend to resolve all objections to confirmation of
the Amended Plan lodged by the Section 503(b)(9) Claimants and
contain agreements by the Claimants to receive in the full amount
of their Allowed Claims not aggregating $800,000.  The
Stipulations, however, will not contain conditions other than  
approval by the Court or confirmation of the Amended Plan and
waiver of preference liability.

               Treatment of CIT Entities Claims

The CIT Entities Claims will be allowed with CIT Capital for
$14,981,372 and CIT Equipment for $14,460,230, including all
interest, fees, and expenses, incurred after the Petition Date.

In satisfaction of its allowed claims, CIT Equipment will receive
the CIT Equipment Escrow, the CIT Equipment Adequate Protection
Payments and the proceeds of the other CIT Equipment Collateral,
provided that the amounts in aggregate will not be more than the
CIT Equipment Claim.

Furthermore, CIT Capital will also receive the CIT Capital
Escrow, the CIT Capital Adequate Protection Payments, the
Collateral Proceeds of the other CIT Capital Collateral, and one
third of the CIT Equipment Surplus, provided that the amounts in
aggregate will not be more than the CIT Capital Claim.

Moreover, the Debtors will transfer to the CIT Entities any and
all cash comprising the CIT Entities Collateral.  In addition,
upon Court approval of the transfer, the Debtors' rights with
respect to the Collateral will be deemed conveyed to the CIT
Entities, which will be authorized to set off to any escrows the
obligations owed by the Debtors to the CIT Entities.  All the
amounts received or set off by the CIT Entities will be applied
to the claims of the CIT Entities so as to reduce the accrual of
interest on the Claims.

The CIT Entities may elect to apply the Collateral Proceeds of
the Busha, Michigan Plant to the CIT Equipment or CIT Capital
Claim.  

The Debtors will pay any and all personal property taxes on the
CIT Equipment Collateral as of the Effective Date, and will
indemnify CIT Equipment from any claim by any person to the
personal property taxes.  The unpaid real estate taxes on the CIT
Capital Collateral will be paid either from the proceeds of any
sale or paid by CIT Capital pursuant to the Amended Plan.

The payment obligations of the Debtors to the CIT Entities under
the Settlement Agreement will constitute administrative expenses.

In this regard, the CIT Entities agree to vote in favor of the
Amended Plan.

The Settlement Agreement also provides that amounts funded
directly by Ford, including the amounts under the Settlement
Agreement, and amounts funded pursuant to the DIP Financing or
wind down budgets will be used primarily to pay administrative
expenses incurred by the Debtors before application to other
claims.

Moreover, the settlement agreement provides that the Effective
Date of the Amended Plan must occur by September 30, 2008, and
may be extended for another 30 days if Ford (i) has not completed
resourcing production; and (ii) has agreed to fund any costs
incurred by the Debtors as a result of the extension.

The Settlement Agreement contains mutual releases amongst the
Parties in that all litigation between the parties exchanging
releases.  The adversary proceeding commenced by the Debtors
against the CIT Entities, will be dismissed upon Court approval
of the Settlement Agreement.

Mr. Simon discloses that two relatively minor issues remain in
the Settlement Agreement, which the CIT Entities and Ford intend
to resolve prior to the hearing of this motion.  These issues are
whether (i) the CIT Entities or Ford will pay from the Debtors'
financing budget the personal property taxes on the CIT Equipment
Collateral, and (ii)and when the intercompany receivable due to
the Debtors from the Mexican Subsidiary will be paid.

The Debtors assure the Court that other than those issues, the
Settlement Agreement is beneficial to the Debtors' estates
especially on the payment of the administrative expenses.  
Disapproval of the Settlement Agreement, the Debtors reiterate,
would only cause continued expensive and protracted litigation to
resolve issues that may have been resolved and would increase the
likelihood that the cases will be converted to cases under
Chapter 7.

A draft of the Plan Settlement Agreement is available for free
at http://ResearchArchives.com/t/s?3283

                         GM Responds

On practically no notice to creditors and parties-in-interest,
the Debtors are trying, yet again, to cram through a critical
agreement, General Motors Corporation complains.

Given the importance of the Settlement Agreement and the need for
a close examination of the facts and justification for the
concessions handed out, the Court should at lease allow a
sufficient period of time for creditors to review the Settlement
Agreement, GM maintains.

Accordingly, GM asks the Court to adjourn the hearing to consider
the the Settlement Agreement to September 30, 2008.

                 About Blue Water Automotive

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

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

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

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

(Blue Water Automotive Bankruptcy News, Issue No. 29, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


BLUE WATER: Court Approves $1.6 Million Sale of Burlington Assets
-----------------------------------------------------------------
Blue Water Automotive Systems Inc. and its debtor-affiliates
sought and obtained authority from the U.S. Bankruptcy Court for
the Eastern District of Michigan to sell certain equipment at
their Burlington, North Carolina plant to Central Carolina
Products, Inc., free and clear of liens for $1,600,000.

The Debtors are directed to turn over the net proceeds of the
Burlington Sale to CIT Group/Equipment Financing Inc., at the
closing of the Sale.  CIT Equipment holds a first-priority lien
to the Equipment.

Nicole Y. Lamb-Hale, Esq., at Foley & Lardner LLP, in Detroit,
Michigan, says the Burlington Sale would allow the Debtors to
liquidate the value of the Equipment to apply the net proceeds
toward their secured debts.

Prior to the hearing on the request, Infor Global Solutions and
Michael P. Angelini, trustee of the Carlos Baranano Revocable
Trust, asked the Court to modify certain terms of the Burlington
Sale Order to accommodate their concerns.

Mr. Angelini raised its concerns regarding the need to monitor
the leasehold during the actual removal of the Equipment lest
fixtures not owned by the Debtors may be included in the removal.  
At Mr. Angelini's request, the Court directed the Debtors to
provide a written notice Mr. Angelini three days prior to the
scheduled removal of the Equipment from the Burlington Leasehold.  

Also, at Infor's request, the Court ruled that Central Carolina
will not use the Infor Software located at the Burlington Plant
without obtaining a license for use from Infor.  Otherwise,
Central Carolina will remove, return and destroy all copies of
the Infor Software from the purchased computers, with proofs of
the action delivered to Infor.

                 About Blue Water Automotive

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

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

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

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

(Blue Water Automotive Bankruptcy News, Issue No. 29, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


BLUE WATER: US Trustee Balks at Miller Buckfire's Modified Fees
---------------------------------------------------------------
Daniel M. McDermott, the U.S. Trustee for Region 9, argues that
the modified fee structure to Miller Buckfire & Co. LLC's
retention results in an "inordinately high percentage of the sale
price of the non-debtor Mexican entity going directly to Miller
Buckfire."

"The proposed fee structure is a substantial departure from the
previous terms of Miller Buckfire's employment," the U.S. Trustee
stresses.

Pursuant to the sale of the Debtors' Mexican affiliate, Blue
Water Systems Mexico, S. de R.L. de C.V., Miller Buckfire will be
paid between 50% and 80% of its original fee with a value between
1/8 and 1/40 the size.  Miller Buckfire's fees, the U.S. Trustee
points out, between 17.5% at the most optimistic end of the
range, and 100% at the most pessimistic, are excessive.  The U.S.
Trustee adds that Miller Buckfire's advisory fees include an
extra fifth month advisory fee aggregating $450,000.  

The U.S. Trustee asserts that after the failed bulk sale of the
Debtors' assets, they now seek to pay Miller Buckfire from
proceeds of the Mexican stocks.  The modified retention terms,
the U.S. Trustee contends, will inevitably lead to concerns that
Miller Buckfire is seeking to make up the comparatively minor
transaction for the lost opportunity in the originally intended
transaction, the U.S. Trustee concludes.

                      Court Approves Fees

The U.S. Bankruptcy Court for the Eastern District of Michigan
approved the modifications of the terms of Miller Buckfire's
employment as Blue Water Automotive Systems Inc. and its debtor-
affiliates' banker.  The Court, however, ruled that other than the
modified terms, the terms of Miller Buckfire's existing engagement
will remain in full force and effect.  

Moreover, the Court clarified that the fees payable to Miller
Buckfire will be subject to Section 328(a) of the Bankruptcy Code
and not according to Section 330.

                 About Blue Water Automotive

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

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

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

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

(Blue Water Automotive Bankruptcy News, Issue No. 29, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


BOFA FUNDING: Paydown Performance Cues Fitch's Rating Actions
-------------------------------------------------------------
Fitch Ratings has taken rating actions on the nine Banc of America
Funding Corp net interest margin Trust transactions listed below:

BAFC 2006-NIM2 Trust
  -- Class N1, rated 'BBB' and placed on Rating Watch Negative;
  -- Class N2, rated 'BB' and placed on Rating Watch Negative;

BAFC 2007-NIM1 Trust
  -- 'BBB-' rated notes placed on Rating Watch Negative.

BAFC 2007-NIM2 Trust
  -- Class N2 affirmed at 'BBB-'.

BAFC 2007-NIM3 Trust
  -- Class N2 affirmed at 'BBB-';
  -- Class N3 affirmed at 'BB';
  -- Class N4 affirmed at 'B'.

BAFC 2007-NIM7 Trust
  -- Class N2 affirmed at 'BBB+'.

BAFC 2007-NIM8 Trust
  -- Class N1, rated 'A-', placed on Rating Watch Negative;
  -- Class N2, rated 'BBB-', placed on Rating Watch Negative;
  -- Class N3, rated 'BB', placed on Rating Watch Negative;
  -- Class N4, rated 'B', placed on Rating Watch Negative.

BAFC 2007-NIM9 Trust
  -- Class N1, 'A-', placed on Rating Watch Negative;
  -- Class N2, 'BBB-', placed on Rating Watch Negative.

BAFC 2007-NIM10 Trust
  -- Class N2 affirmed at 'BBB-';
  -- Class N3 affirmed at 'BB';
  -- Class N4 affirmed at 'B'.

BAFC 2007-NIM11 Trust
  -- Class N2 affirmed at 'BBB-';
  -- Class N3, rated 'BB', placed on Rating Watch Negative;
  -- Class N4, rated 'B', placed on Rating Watch Negative.

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections.


BOOM DRILLING: U.S. Trustee Sets Creditors' Meeting for October 10
------------------------------------------------------------------
The United States Trustee for the Western District of Oklahoma
will convene a meeting of creditors of Boom Drilling Inc. and its
debtor-affiliates at 1:00 p.m., on Oct. 10, 2008, in Room 119 at
215 Dean A. McGee Avenue in Oklahoma City.

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

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

Headquartered in Woodward, Oklahoma, Boom Drilling Inc. --  
http://www.boomdrilling.com/-- owns and operates 12 oil and gas     
drilling rigs together with associated parts, components and  
drilling related equipment.  It has approximately 400 employees.   
The company and its affiliates filed for Chapter 11 protection on  
Sept. 8, 2008 (Bankr. W.D. Okla. Lead Case No. 08-13941).  Stephen  
J. Moriarty, Esq., at Andrews Davis, PC, represents the Debtors in  
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed assets of between
$100 million and $500 million, and debts of between $50 million
and $100 million.


BOOM DRILLING: Wants Andrews Davis as Bankruptcy Counsel
--------------------------------------------------------
Boom Drilling Inc. and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Western District of California
to employ Andrews Davis PC as its bankruptcy counsel.

Andrews Davis will:

   (a) give Debtors legal advice with respect to their powers and
       duties as debtors-in-possession in the continuing operation
       of their business and management of their property;

   (b) prepare on behalf of Debtors as debtors-in-possession all
       necessary applications, answers, orders, pleadings, reports
       and other legal papers; and

   (c) perform all other legal services for Debtors as debtors-in-
       possession which may be necessary.

Stephen J. Moriarty, Esq., who will be primarily responsible for
the case, discloses that his hourly rate is $325.

He discloses that his firm does not hold or represent an interest
adverse to the Debtors' estates.  To the best of the Debtors'
knowledge, Andrews Davis is a "disinterested person" as defined in
the U.S. Bankruptcy Code.

Headquartered in Woodward, Oklahoma, Boom Drilling Inc. --  
http://www.boomdrilling.com/-- owns and operates 12 oil and gas     
drilling rigs together with associated parts, components and  
drilling related equipment.  It has approximately 400 employees.   
The company and its affiliates filed for Chapter 11 protection on  
Sept. 8, 2008 (Bankr. W.D. Okla. Lead Case No. 08-13941).  Stephen  
J. Moriarty, Esq., at Andrews Davis, PC, represents the Debtors in  
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed assets of between
$100 million and $500 million, and debts of between $50 million
and $100 million.


BOOM DRILLING: Seeks Extension of Schedules Filing Deadline
-----------------------------------------------------------
Boom Drilling Inc. and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Western District of Oklahoma to extend
the time within which they may file Schedules of Assets and
Liabilities and Statement of Financial Affairs.

The Debtors are exploring options to retain alternative or
additional accountants to assist in Debtors' reorganization
efforts.  The Debtors require additional time to bring their books
and records up to date and to collect the data needed for the
preparation and filing of Schedules.

The Debtors estimate that an extension of the deadline for the
filing of the Schedules until three days prior to the meeting of
creditors will provide sufficient time to prepare and file
complete and accurate Schedules.

Headquartered in Woodward, Oklahoma, Boom Drilling Inc. --  
http://www.boomdrilling.com/-- owns and operates 12 oil and gas     
drilling rigs together with associated parts, components and  
drilling related equipment.  It has approximately 400 employees.   
The company and its affiliates filed for Chapter 11 protection on  
Sept. 8, 2008 (Bankr. W.D. Okla. Lead Case No. 08-13941).  Stephen  
J. Moriarty, Esq., at Andrews Davis, PC, represents the Debtors in  
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed assets of between
$100 million and $500 million, and debts of between $50 million
and $100 million.


BOSCOV'S INC: Salient Terms of Asset Sale to Versa Capital
---------------------------------------------------------
Boscov's Inc. and its affiliated debtors seek authority from the
U.S. Bankruptcy Court for the District of Delaware to sell
substantially all of their assets to Versa Capital Management
Inc., as the stalking horse bidder, for $11,000,000 in cash and
the assumption of their liabilities totaling about $175,000,000.

Versa Capital, formerly known as Chrysalis Capital Partners,
Inc., http://www.versafund.com/is a Philadelphia-based private  
equity investment firm with more than $900 million of committed
capital focused on control investments in special situations
involving middle market companies in a wide variety of industries
throughout the United States.

Before the Petition Date, the Debtors engaged Lehman Brothers to
attempt to implement a permanent solution to their liquidity and
capital problems, either through capital investment by a third
party or a sale or other reorganization schemes.  However, it
soon became clear to Lehman and the Debtors that no party was
likely to enter into a transaction outside of Chapter 11, Daniel
J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells the Court.

Notwithstanding positive results for the sale of 10 of the
Debtors' underperforming stores, Mr. DeFranceschi says the
Debtors still need additional equity capital for them to achieve
long-term viability, especially that he downward trend in retail
performance and the constriction in available credit have limited
the Debtors' ability to acquire goods.  The Debtors determine
that they may also sustain operating losses for significant
periods of time outside of the holiday shopping season.  

In light of this, Lehman Brothers contacted prospective buyers of
the Debtors' business.  After negotiations with several potential
buyers, the Debtors, backed by the Official Committee of
Unsecured Creditors, determined that the best offer made by any
party as of September 17, 2008, was made by Versa Capital.

Accordingly, the Debtors and Versa entered into a letter of
intent outlining the terms of the sale, a full-text copy of which
is available for free at http://ResearchArchives.com/t/s?327e

Pursuant to that Letter of Intent, Versa Capital will pay
$11,000,000 in the aggregate and assume certain of the Debtors'
liabilities, including:

   * the lien, as of sale closing, under the First Lien DIP
     Facility;

   * the lien, as of sale closing, under the Second Lien   
     Facility;

   * obligations under the Debtors' Customer Program of up to
     $8,000,000, as of sale closing;

   * cure amounts on contracts and agreements Versa will
     designate to have the Debtors assume and assign to it;

   * assumed trade payables arising postpetition in the ordinary
     course related to inventory held for sale;

   * other assumed liabilities arising postpetition not to exceed
     $2,000,000; plus all claims under Section 503(b)(9) of the
     Bankruptcy Code of up to $10,000,000; plus Tom's River
     Mortgage obligation of up to $7,300,000, as of sale closing;
     and

   * administrative claims incurred before closing the Asset
     Purchase Agreement, of up to $6,500,000.

Versa Capital also proposes to indemnify the Debtors for any  
liabilities under the Worker Adjustment and Retraining
Notification Act resulting from Versa's failure to hire or
continue to employ any of the Debtors' employees after the sale
closing.

The Assumed Assets include, among others (a) the Debtors' causes
of action under Chapter 5 of the Bankruptcy Code that are not
expressly excluded in the proposed Asset Purchase Agreement; (b)
all causes of action with respect to any of the Debtors'
employees who will be employed by Versa; (c) all proceeds for the
going out of business sale at 10 of the Debtors' stores to the
extent not previously applied to the obligations under the First
Lien Credit Facility; and (d) all receivables from the going out
of sale free and clear of liens.  

The Assumed Assets does not include (a) avoidance or actions
against Boscov's Inc.'s current or former shareholders, or any
other parties related to the 2006 and 2008 recapitalization and
real estate transactions; (b) income tax refunds, whether
received by the Debtors before or after the sale closing; and (c)
any claims or causes of actions related to any other assets
otherwise excluded by Versa.

Boscov's and Versa are in the process of negotiating definitive
documentation including an Asset Purchase Agreement,  Mr.
DeFranceschi relates.  The Versa LOI and any APA between the
parties is subject to certain conditions including financing and
to better and higher offers in the results of the auction
process.

                      Bidding Procedures

To maximize the value of the Debtors' assets, they ask the Court
to approve uniform bidding procedures to govern an auction of
their assets:

   (a) To be deemed a qualified bidder, interested parties must
       deliver, by October 10, 2008, (i) a confidentiality
       agreement satisfactory to the Debtors; and (ii) current
       audited financial statement of the Potential Bidder, or,
       if the Potential Bidder is an entity formed to acquire the
       Assets, the current financial statements of the equity
       holders of the Potential Bidder who will guarantee the
       Potential Bidders' obligation, or other evidence of
       ability to perform acceptable to the Debtors.

   (b) Within two business days after delivery of the bidding
       requirements by the Potential Bidder, the Debtors, in
       consultation with the Committee will determine the
       financial capability of the Potential Bidder to consummate
       the sale.  The Debtors will then deliver to each Potential
       Bidder who satisfies the criteria certain information
       relative to the Assets for bidding purposes.

   (c) A Potential Bidder, thereafter, must deliver written
       copies of its bid by facsimile or e-mail on or before the
       bid deadline to the Debtors, the Committee, the Buyer and
        the Debtors' secured lenders, which bids must include:

           * a letter of intent to purchase the Assets, with
             proposed amendments to the Stalking Horse Agreement;   

           * a letter agreeing that the Potential Bidder's offer
             is binding and irrevocable until 48 hours after the
             earlier of (i) the closing of the sale of the
             Debtors' Assets, or (ii) the withdrawal of the
             Assets for sale by the Debtors;  

           * a letter offering to pay a purchase price greater
             than the purchase price, plus break-up fee, plus
             $250,000; and

           * a $10,000,000 good-faith deposit, and a written
             evidence of available cash, a commitment for
             financing or ability to timely obtain a satisfactory
             commitment.

   (d) If two or more bids are received, the Debtors will conduct
       an auction on October 13, 2008, at 10:00 a.m., at the
       offices of Richards, Layton & Finger, P.A., in Wilmington,
       Delaware.

   (e) If no timely bids are received by the Bid Submission
       Deadline, a sale hearing to consider approval of the sale
       to Versa Capital will be held on October 15, 2008.

For going concern bids, the Debtors propose that bids must take
the assignment of 30 or more unexpired leased for the Debtors'
stores.  Liquidation bids must consider a liquidation of all of
the Debtors' stores. Potential bidders must specify prepetition
contracts or leases the Potential Bidder would not assume from
the Debtors.  Only freely marketable non-cash considerations may
be included, should the Potential Bidder seek to deposit non-cash
considerations as Good Faith Deposit, subject to the Debtors'
discretion, as consulted with the Committee.  The Buyer is not
required to post a Good-Faith Deposit.

The Debtors reserve their right to reject any bid that (a)
provides for more burdensome or conditional terms than those of
the Stalking Horse Agreement; (b) requires any indemnification of
the Potential Bidder; (c) includes non-cash consideration that is
not freely marketable; and (d) is subject to any due diligence,
financing condition or other contingencies, including
representation, warranties and timing requirements, as condition
to the Potential Bidder's obligation to purchase the Assets other
than as may be included in the Stalking Horse Agreement.

Objections to the proposed sale and to the assumption and
assignment of the executory contracts pursuant to the sale are
due October 7, 2008.

                         Break-Up Fee

The Debtors also ask the Court to approve a $4,000,000 break-up
fee, plus expense reimbursements, for the benefit of Versa
Capital in case another bidder emerges as successful bidder
during the auction.

The Break-Up Fee will be deemed a superpriority administrative
expense claim and deemed superior over all administrative
expenses under Sections 503(b) and 507(b) of the Bankruptcy Code,
except those claims of the DIP Lenders and prepetition second
lien lenders according to the Final DIP Order.

Mr. DeFranceschi asserts that the Break-Up Fee represents less
than 2% of the value determined in Stalking Horse Agreement and
is materially lower than other break-up fees that have been
approved in the District of Delaware.

                    Sale Closing Conditions

Closing of the sale of substantially all of the Debtors' assets
is conditioned on, among other things, Versa's:

   (a) satisfaction on the results of due diligence review of
       certain matters specified in the Asset Purchase Agreement;

   (b) receipt of third party debt financing in amounts and on
       terms acceptable to Versa;

   (a) agreement with certain of the Debtors' senior management
       relating to those senior management's continued
       involvement in the business;

   (b) agreement with lessors on the assumption and assignment of
       certain of the Debtors' leases;

   (c) agreement with members and affiliates of the Boscov and
       Lakin families concerning certain real property and other
       matters, which conditions must be exercised or waived by
       the Buyer as of the bid deadline;

   (d) the Debtors' assumption and assignment to Versa of the
       credit card and related agreements with HSBC.

Beginning September 11, 2008, until the earlier of the conclusion
of the Bid Procedures hearing and September 26, 2008, Versa seeks
access to the Debtors' personnel, properties, books, record,
customers and suppliers to perform due diligence review on the
Debtors.  Versa requires that during this period, the Debtor will
not, among others, (i) discuss, negotiate or pursue with any
person or entity other than Versa, concerning a sale, financing,
recapitalization, liquidation or other disposition of the
Debtors' business; or (i) provide any confidential information of
the Debtors to any other person or entity other than Versa, among
others.

"With the full support of our Committee of Creditors, we are very
pleased to have entered into an LOI with Versa, which will result
in Boscov's being well capitalized and allow us to move quickly
toward completion of our restructuring," said Ken Lakin, Chairman
and CEO, in a press release.  "Versa appreciates Boscov's
commitment to its customers, co-workers and the communities we
serve and is well positioned to provide the resources to ensure
that we build upon our nearly one-hundred year tradition of
providing a friendly, local place to shop with brand names, great
values and service."

"Boscov's is a true American retailing institution and its core
store base provides for strong earnings potential going forward,"
said Greg Segall, Managing Partner of Versa Capital Management.  
"They have dedicated employees, loyal customers and significant
involvement in the community, and we look forward to working with
management to create a stronger, more competitive company."

"The Debtors' proposed sale helps ensure that the Debtors will
monetize their value as a going concern,  Mr. DeFranceschi says.  
"If the Debtor are not able to sell their business in the near
future, there is no certainty they could sell or reorganize their
business once the 2008 holiday shopping season has passed, he
emphasizes.

Mr. DeFranceschi tells the Court that the Debtors recognize that
it is still early in their Chapter 11 cases to confront a sale of
substantially all of their assets.  But it is clear that their
ability to maximize the value of their estates is time sensitive
because, among others, they do not currently have a sufficient
merchandise to support the holiday season.  Moreover, he notes
that the Debtors' DIP Lenders, pursuant to their DIP Credit
Agreement, may force the Debtors' liquidation starting in
November unless the Debtors have assumed their store leases or
obtained deadline extensions to assume or reject their store
leases.  

". . . a sale on the time frame proposed in the Bid Procedures
not only helps ensure that the value of the estates is
maximized," Mr. DeFranceschi asserts, "but also ensure the
preservation of approximately 9,000 jobs in the mid-Atlantic
region."

                   Other Potential Bidders

The Boscov family, which has owned the retail chain since 1911,
has explored a bid to regain control of Boscov's, Bloomberg News
said citing a person with knowledge of the family's plans.

"We've heard that the family's very interested in maintaining
control," the Philadelphia Inquirer reported, quoting Warren C.
Gerber Jr., financial-services manager for New York-based
Phillips-Van Heusen Corp., as saying.  Phillips-Van Heusen is
owed $1.3 million when Boscov's declared bankruptcy.

Mr. Gerber and others representing Boscov's largest creditors,
according to the Inquirer, said there was hope that Versa's lead
bid would provoke more generous offers between now and the
October 10 bid deadline.

However, Boscov's chief executive officer, Ken Lakin, whose
father and uncle ran the company until retiring with lucrative
buyouts in January 2006, declined to comment about his family's
plans, if any, the Inquirer related.  Mr. Lakin, the Inquirer
said, referred to accounts of his family's preparing a potential
bid as "speculation."

The emergence of Versa as the lead bidder means Boscov's is less
likely to become another casualty of the consumer-spending
slowdown that led to the liquidation of other retailers like
Sharper Image Corp. and Wilsons the Leather Experts Inc.,
Bloomberg said.

Burt Flickinger, managing director of Strategic Resource Group, a
New York retail consulting firm, said in an interview with
Bloomberg that "Boscov's has a few things going for them.  "It
has been a very well-managed chain that has come through five
previous recessions.  The competition doesn't know the local
consumer nearly as well."

The Inquirer said that Versa's $11,000,000 cash offering would
give only about 12.2 cents to a dollar for the $90,000,000
Boscov's owed to vendors when it filed for bankruptcy.

              No Privacy Ombudsman is Necessary

Pursuant to Section 363(b)(1) of the Bankruptcy Code, a debtor
may sell property of the estate outside the ordinary course of
the business after notice and hearing.  If that debtor, however,
as of the Petition Date, maintains a privacy policy with respect
to the customers' personally identifiable information, Section
363(b)(1) prohibits the sale of those personally identifiable
information unless (i) the sale is consistent with the debtors'
prepetition private policy; or (ii) after appointment of a
consumer privacy ombudsman pursuant to Section 332.  

The Debtors relate that before the Petition Date, they have
maintained a customer privacy policy, which generally allows them
to share personally identifiable information collected from
customers of unaffiliated third parties.  That customer privacy
policy, provides, in part, that "in the event that some or all of
the business assets of Boscov's are sold or transferred,
[Debtors] may transfer the corresponding information about our
customers".

To that end, and in furtherance with the proposed sale of all or
substantially all of their assets, the Debtors ask the Court to
find, pursuant to Section 363(b)(1), that no customer privacy
ombudsman is necessary in connection with the sale.

                        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; Issue No. 8; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


BOSQUE POWER: Moody's Assigns 'B1' Rating on $412.5MM Facility
--------------------------------------------------------------
Moody's Investors Service has placed the B1 rating on Bosque Power
Co., LLC's $412.5 million first lien senior secured credit
facility under review for possible downgrade following Lehman
Brothers Holdings Inc.'s bankruptcy filing.  Except for a heat
rate call option through December 2010 with Lehman Brothers
Commodity Services, which is guaranteed by its parent Lehman
Brothers Holdings Inc. (B1 long term issuer rating), Bosque is
entirely exposed to the merchant energy market.  

The hedge applies to the full capacity of Bosque's existing 245-MW
combined cycle generating unit, which was expected to contribute
nearly 50% of Bosque's total gross margin in 2008.  Bosque also
owns two unhedged simple cycle units, which are in the process of
being converted to a combined cycle unit.  Following the
conversion, the Lehman hedge was expected to account for just 30%
of the facility's total capacity.

The review will consider the impact of Lehman's bankruptcy on
Bosque's credit profile.  Moody's will assess a number of specific
issues and concerns including the possibility that LBCS will cease
to honor the terms and conditions of the hedge agreement and
Bosque's resulting increase in exposure to merchant power markets.  

Other issues that will be reviewed include: (1) the implications
of current and expected future market conditions in ERCOT on
Bosque's cash flows and projected financial metrics; (2) the
absence of a credit-worthy counterparty if LBCS and Lehman elect
to accept the hedge and guarantee; (3) LBCS's ability and
willingness to fulfill any collateral posting requirements that
may have arisen as a result of Lehman's bankruptcy; (4) the
ability of Bosque to terminate the hedge as a result of Lehman's
bankruptcy or LBCS's failure to fulfill any of the terms of the
hedge; (5) the potential for LBCS's and Lehman's rights and
obligations under the hedge and guarantee to be acquired by a
credit-worthy third party; and (6) the likelihood that Bosque is
able to obtain a replacement hedge on similar terms, as well as
its ability to fulfill its covenants to expand its hedging program
on favorable terms.

IF LBCS files for bankruptcy, Bosque's failure to obtain a
replacement hedge within 45 days of LBCS's bankruptcy filing may
constitute an event of default under loan agreement, which would
permit lenders to accelerate the loan.

Bosque Power Company, LLC is a special purpose entity whose sole
asset is the Bosque generating facility, which is located in
Laguna Park, Texas and dispatches into the ERCOT North zone.  The
existing generation facility consists of two simple cycle GE 7FA
CT units totaling 325 MW (Units 1 & 2) and one GE 7FA unit with an
output of 245 MW in 1x1 combined cycle configuration (Unit 3).  
The simple cycle units are currently being converted into a
nominal 557 MW 2x1 combined cycle facility.  Construction began in
May 2007 and is expected to be completed by March 2009.  

Bosque covenanted to extend the existing hedge for another year
within 24 months of close and hedge 50% of the capacity of the
converted CCGT for another four years within 24 months of close;
these obligations remain subject to price uncertainty in the
interim however.


BOWLIN GRADING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bowlin Grading Company
        P.O. Box 589
        Williamson, GA 30292

Bankruptcy Case No.: 08-12727

Type of Business: The Debtor provides construction grading
                  services.

Chapter 11 Petition Date: September 22, 2008

Court: Northern District of Georgia (Newnan)

Debtor's Counsel: Christopher W. Terry, Esq.
                  cterry@stoneandbaxter.com
                  Stone & Baxter, LLP
                  Fickling & Company Bldg., Suite 800
                  577 Mulberry Street
                  Macon, GA 31201
                  Tel: (478) 750-9898
                  Fax: (478) 750-9899

Total Assets: $13,773,695

Total Debts: $17,637,925

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Komatsu Financial              secured: $1,125,000   $1,766,206
P. O. Box 5050
Rolling Meadows, IL 60008

Caterpillar Fin. Services      secured: $635,000     $1,747,000
2120 West End Avenue
P. O. Box 340001
Nashville, TN 37203-0001

Main Line                                            $991,977
Wachovia Bank/MainLine Supply
P. O. Box 934450
Atlanta, GA 31193-4538

Ranger Petroleum, LLC          Trade Debt            $623,925

US Pipe                        Trade Debt            $579,829

Agricredt Acceptance LLC       Morbark 4600          $465,039
                               Track Woodhog;
                               SN 184-1153T; Cat
                               SN 3318; Cat 320
                               CL Excavator; SN
                               3279; Komatsu PC
                               200L Excavator;
                               SN 51020
                               secured: $270,000

HD Waterworks Supply           Trade Debt            $463,398

C&J Carriers                   Trade Debt            $370,469

CitiCapital                    Komatsu PC 400        $351,782
                               Excavator, SN
                               A87433; Komatsu
                               WA250 Wheel Loader,
                               SN 72152;
                               secured: $260,000

Southeast Culvert, Inc.        Trade Debt            $248,748

United Bank                    1990 Caterpillar      $195,262
                               621E, SN
                               6AB01357; secured:
                               $75,000

North GA Walls, Inc.           Trade Debt            $191,954

Foley Products Co.             Trade Debt            $171,325

Material Sales Co., Inc.       Trade Debt            $129,206

All Pipeline TV, Inc.          Trade Debt            $111,750

Southern Comm. Bk.             Line of Credit        $100,000

Yancey Bros Co.                Trade Debt            $95,826  
Fayetteville, GA 30214         Trade Debt            $90,252
Contech

Concrete Supply Co., Inc.      Trade Debt            $89,357

Spalding County Tax Comm.      Personal property     $75,000
                               taxes

           
BOWNETREE LLC: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Bownetree LLC delivered to the United States Bankruptcy Court for
the Western District of Oklahoma its schedules of assets and
liabilities, disclosing:

   Name of Schedule                    Assets      Liabilities
   ----------------                 -----------    -----------
   A. Real Property                 $17,300,000
   B. Personal Property                  $1,277
   C. Property Claimed
      as Exempt
   D. Creditors Holding                             $9,745,091
      Secured Claims
   E. Creditors Holding                                     $0
      Unsecured Priority
      Claims
   F. Creditors Holding                             $1,195,524
      Unsecured Nonpriority
      Claims
                                   -----------    ------------
      TOTAL                        $17,301,277     $10,940,615

Headquartered in New York City, Bownetree LLC is a residential
development company.  The company filed for Chapter 11 protection
on Sept. 4, 2008 (Bankr. E.D. N.Y. 08-45854).  Stephen B. Kass,
Esq., represents the Debtor.  


BOWNETREE LLC: U.S. Trustee Sets Creditors' Meeting for October 6
-----------------------------------------------------------------
The United States Trustee for the Western District of Oklahoma
will convene a meeting of creditors of Bownetree LLC at 2:00 p.m.
on Oct. 6, 2008, at 271 Cadman Plaza East, Room 4529, in Brooklyn,
New York.

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

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

Headquartered in New York City, Bownetree LLC is a residential
development company.  The company filed for Chapter 11 protection
on Sept. 4, 2008 (Bankr. E.D. N.Y. 08-45854).  Stephen B. Kass,
Esq., represents the Debtor.  The Debtor's schedules show
$17,301,277 in total assets and $10,940,615 in total liabilities.


CHL MORTGAGE: Moody's Downgrades Ratings of 16 Tranches
-------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 16
tranches from one Alt-A transaction issued by CHL Mortgage Pass-
Through Trust.  The collateral backing this transaction consists
primarily of first-lien, fixed-rate, Alt-A mortgage loans.

Ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going review
process.

Complete rating actions are:

Issuer: CHL Mortgage Pass-Through Trust 2007-J2

  -- Cl. 1-A-1, Downgraded to Ba1 from Aaa
  -- Cl. 2-A-1, Downgraded to Ba2 from Aaa
  -- Cl. 2-A-2, Downgraded to Ba2 from Aaa
  -- Cl. 2-A-3, Downgraded to A1 from Aaa
  -- Cl. 2-A-4, Downgraded to Ba3 from Aa1
  -- Cl. 2-A-5, Downgraded to A1 from Aaa
  -- Cl. 2-A-6, Downgraded to A1 from Aaa
  -- Cl. 2-A-7, Downgraded to Ba3 from Aa1
  -- Cl. 2-A-8, Downgraded to A1 from Aaa
  -- Cl. 2-A-9, Downgraded to A1 from Aaa
  -- Cl. 2-A-10, Downgraded to A1 from Aaa
  -- Cl. 2-A-11, Downgraded to A1 from Aaa
  -- Cl. 2-A-12, Downgraded to A1 from Aaa
  -- Cl. 2-A-13, Downgraded to Ba3 from Aa1
  -- Cl. PO, Downgraded to Ba2 from Aaa
  -- Cl. B-2, Downgraded to Ca from B3


CABELA'S CREDIT: Fitch Rates $5.5 Million Class D Notes 'BB+'
-------------------------------------------------------------
Fitch expects to rate Cabela's Credit Card Master Note Trust,
series 2008-IV notes as:

  -- $98,000,000 class A-1 fixed rate asset-backed notes (2008-IV)
     'AAA';

  -- $72,000,000 class A-2 floating rate asset-backed notes
     (2008-IV) 'AAA';

  -- $16,000,000 class B-1 fixed rate asset-backed notes (2008-IV)
     'A+';

  --  $8,500,000 class C-1 fixed rate asset-backed notes (2008-IV)
     'BBB+';

  -- $5,500,000 class D floating rate asset-backed notes (2008-IV)
     'BB+'.


CABELA'S CREDIT: Moody's Rates Class D Series 2008-IV Note (P)Ba2
-----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to the
Series 2008-IV notes issued out of Cabela's Credit Card Master
Note Trust.

The complete rating actions are:

Issuer: Cabela's Credit Card Master Note Trust

  -- Class A-1 Fixed Rate Asset-Backed Notes, Series 2008-IV,
     rated (P)Aaa

  -- Class A-2 Floating Rate Asset-Backed Notes, Series 2008-IV,
     rated (P)Aaa

  -- Class B-1 Fixed Rate Asset-Backed Notes, Series 2008-IV,
     rated (P)A2

  -- Class C-1 Fixed Rate Asset-Backed Notes, Series 2008-IV,
     rated (P)Baa2

  -- Class D Floating Rate Asset-Backed, Series 2008-IV, rated
     (P)Ba2

Structure

The ratings on the notes are based on the relatively high credit
quality of the underlying pool of credit card receivables, and the
transaction's structural protections, including early amortization
trigger events, interest rate swap agreements, and credit
enhancement derived mainly from subordination.

Collateral

The Trust collateral consists of a certificate (Series 2004-1)
issued out of Cabela's Master Credit Card Trust.  This certificate
represents an undivided interest in an underlying pool of
unsecured, revolving co-branded VISA credit card receivables.  
Compared to performance measures tracked by Moody's Credit Card
Indices, the Trust receivables have low charge-off rates and high
principal payment rates.

Origination and Servicing

Cabela's Incorporated originates and services its approximate
$2.1 billion credit card program through a wholly-owned, unrated
subsidiary, World's Foremost Bank.  WFB is a limited purpose
credit card bank, with servicing operations located in Lincoln,
Nebraska.

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


CHARMING SHOPPES: John J. Sullivan Discloses 73,001 Stake
---------------------------------------------------------
John J. Sullivan disclosed in a Securities and Exchange Commission
filing that he beneficially owns 73,001 shares of Charming
Shoppes, Inc.'s common stock.

Mr. Sullivan also disclosed that it beneficially owns non-
qualified stock option to purchase 6,000 shares of common stock at
the company.  The  option will expire on Oct. 23, 2008, at an
exercise price of $3.9375.

Roughly 113,661,818 shares of the Company's common stock were
outstanding as of August 29, 2008.

                      About Charming Shoppes

Headquartered in Bensalem, Pennsylvania, Charming Shoppes Inc.
(Nasdaq: CHRS) -- http://www.charmingshoppes.com/-- is a multi-     
brand, multi-channel specialty apparel retailer specializing in
women's plus-size apparel.  At Aug. 2, 2008, the company operated
2,359 retail stores in 48 states under the names LANE BRYANT(R),
FASHION BUG(R), FASHION BUG PLUS(R), CATHERINES PLUS SIZES(R),
LANE BRYANT OUTLET(R), and PETITE SOPHISTICATE OUTLET(R).   
During the six months ended Aug. 2, 2008, the company opened 37,
relocated 36, and closed 87 retail stores.  The company ended the
period with 929 Fashion Bug and Fashion Bug Plus stores, 908 Lane
Bryant and Lane Bryant Outlet stores, 463 Catherines stores, and
59 Petite Sophisticate and Petite Sophisticate Outlet stores,
comprising approximately 15,521,000 square feet of leased space.  
Additionally, the company operates the following direct-to-
consumer titles:  Lane Bryant Woman(TM), Figi's(R), and
shoetrader.com.  

                          *     *     *

The Wall Street Journal reported on July 10, 2008, that in May,
Charming Shoppes and shareholders led by hedge fund Crescendo
Partners II LP ended a bitter proxy fight, striking a deal that
resulted in both sides getting two board nominees elected.  The
investor group had been calling for the sale of noncore assets,
cost cuts, merchandise improvements and slower store expansion.  
It also wanted a share buyback and had been questioning the
results of Ms. Bern's 13-year reign.

The Company has entered into a definitive agreement to sell its
non-core misses apparel catalogs -- the Crosstown Traders -- to
Orchard Brands, a portfolio company owned by Golden Gate Capital,
for a cash purchase price of approximately $35,000,000.  Subject
to certain customary closing conditions, the transaction is
expected to close by the end of September 2008.

The Company also has entered into an agreement for the sale of the
misses apparel catalog credit card receivables for approximately
$40,000,000 in cash to Alliance Data Systems Corporation.  The
receivables are directly related to the catalog titles being sold
to Orchard Brands.  The Company expects this transaction to close
prior to the end of Fiscal 2009.  The Company expects the sale of
the catalogs and the related credit card receivables, less
securitized indebtedness of approximately $32,000,000, to result
in aggregate pre-tax net cash proceeds of approximately
$40,000,000.

As reported in the Troubled Company Reporter on March 25, 2008,
Standard & Poor's Ratings Services lowered the corporate credit
rating on Charming Shoppes Inc. to 'B+' from 'BB-.'  The outlook
remains negative.

During the fiscal 2009 second quarter the company continued to
experience downward traffic trends in its stores, largely due to
the challenging retail and economic environment.  Net losses have
been reported for the last four quarters beginning the third
quarter of fiscal 2008.


CHESAPEAKE CORPORATION: Joachim Dziallas Discloses 7.6% Stake
-------------------------------------------------------------
Joachim W. Dziallas and Edelmann GmbH & Co. KG disclosed in a
Securities and Exchange Commission filing that they may be deemed
to beneficially own 1,568,800 shares of Chesapeake Corporation's
common stock, representing 7.6% of the 20,560,782 shares issued
and outstanding as of Aug. 1, 2008.

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.


CHL MORTGAGE: Moody's Chips Ratings on 101 Tranches
---------------------------------------------------
Moody's Investors Service has downgraded the ratings of 101
tranches from 15 Option ARM transactions issued by CHL Mortgage
Pass-Through Trust.  Of these, 6 tranches remain on review for
further possible downgrade.  Additionally, 5 senior tranches were
confirmed at Aaa.  The collateral backing these transactions
consists primarily of first-lien, adjustable-rate, negatively
amortizing Alt-A mortgage loans.

Ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going review
process.

Complete rating actions are:

Issuer: CHL Mortgage Pass-Through Trust 2004-16

  -- Cl. X, Confirmed at Aaa
  -- Cl. B-1, Downgraded to Baa1 from A2
  -- Cl. B-2, Downgraded to Ba1 from Baa2
  -- Cl. B-3, Downgraded to Caa1 from B1

Issuer: CHL Mortgage Pass-Through Trust 2004-20

  -- Cl. B-3, Downgraded to Caa2 from B3

Issuer: CHL Mortgage Pass-Through Trust 2004-23

  -- Cl. B-2, Downgraded to Baa3 from Baa2
  -- Cl. B-3, Downgraded to B3 from Ba2

Issuer: CHL Mortgage Pass-Through Trust 2004-25

  -- Cl. M-X, Downgraded to Aa1 from Aaa
  -- Cl. M-2, Downgraded to A1 from Aa2
  -- Cl. M-3, Downgraded to A2 from Aa3
  -- Cl. M-4, Downgraded to Baa1 from A1
  -- Cl. M-5, Downgraded to Baa2 from A2
  -- Cl. M-6, Downgraded to Baa3 from A3
  -- Cl. M-7, Downgraded to Ba1 from Baa2
  -- Cl. M-8, Downgraded to Ba2 from Baa3
  -- Cl. B-1, Downgraded to B3 from Ba2

Issuer: CHL Mortgage Pass-Through Trust 2004-29

  -- Cl. II-M-1, Downgraded to A1 from Aa2
  -- Cl. II-B-1, Downgraded to Baa2 from A2
  -- Cl. II-B-2, Downgraded to B1 from Baa2

Issuer: CHL Mortgage Pass-Through Trust 2005-1

  -- Cl. M-1, Downgraded to A2 from Aa3

Issuer: CHL Mortgage Pass-Through Trust 2005-11

  -- Cl. 3-A-2, Downgraded to Aa2 from Aaa
  -- Cl. 3-A-3, Downgraded to Aa1 from Aaa
  -- Cl. 4-A-2, Downgraded to Aa2 from Aaa
  -- Cl. II-M-1, Downgraded to A1 from Aa3
  -- Cl. II-B-1, Downgraded to Baa3 from Baa1
  -- Cl. II-B-2, Downgraded to B3 from Ba3

Issuer: CHL Mortgage Pass-Through Trust 2005-2

  -- Cl. M-X, Downgraded to Aa1 from Aaa
  -- Cl. M-6, Downgraded to Baa3 from Baa1
  -- Cl. M-7, Downgraded to Ba1 from Baa3
  -- Cl. M-8, Downgraded to Ba2 from Ba1
  -- Cl. B-1, Downgraded to B3 from Ba3; Placed Under Review for
     further Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2005-3

  -- Cl. M-5, Downgraded to Baa3 from A3
  -- Cl. M-7, Downgraded to B3 from Ba1
  -- Cl. B-1, Downgraded to Caa1 from Ba2

Issuer: CHL Mortgage Pass-Through Trust 2005-4

  -- Cl. M-X, Confirmed at Aa2
  -- Cl. B-1, Downgraded to Baa2 from A2
  -- Cl. B-2, Downgraded to Ba2 from Ba1

Issuer: CHL Mortgage Pass-Through Trust 2005-9

  -- Cl. M-5, Downgraded to Baa2 from Baa1
  -- Cl. B-1, Downgraded to Ba2 from Ba1

Issuer: CHL Mortgage Pass-Through Trust 2006-3

  -- Cl. 1-A-2, Downgraded to Aa1 from Aaa
  -- Cl. 1-A-3, Downgraded to Ba1 from Aaa
  -- Cl. 2-A-3, Downgraded to Aa2 from Aaa
  -- Cl. 3-A-2, Downgraded to Baa3 from Aaa
  -- Cl. 3-A-3, Downgraded to Ba3 from Aaa
  -- Cl. 1-M-1, Downgraded to Caa2 from Ba3
  -- Cl. 1-M-2, Downgraded to Ca from B3
  -- Cl. 1-M-3, Downgraded to C from B3
  -- Cl. 1-M-4, Downgraded to C from Caa1
  -- Cl. 1-M-5, Downgraded to C from Ca
  -- Cl. 1-M-6, Downgraded to C from Ca
  -- Cl. 2-M-1, Downgraded to B3 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. 2-M-2, Downgraded to Ca from B3
  -- Cl. 2-M-3, Downgraded to Ca from B3
  -- Cl. 2-M-4, Downgraded to C from Caa1
  -- Cl. 2-M-5, Downgraded to C from Ca
  -- Cl. 2-M-6, Downgraded to C from Ca
  -- Cl. 2-M-7, Downgraded to C from Ca
  -- Cl. 3-M-1, Downgraded to Ca from Ba1
  -- Cl. 3-M-2, Downgraded to Ca from B3
  -- Cl. 3-M-3, Downgraded to C from B3
  -- Cl. 3-M-4, Downgraded to C from Ca
  -- Cl. 3-M-5, Downgraded to C from Ca
  -- Cl. 3-M-6, Downgraded to C from Ca

Issuer: CHL Mortgage Pass-Through Trust 2006-OA1

  -- Cl. 1-A-3, Downgraded to Ba2 from Aaa
  -- Cl. 2-A-3, Downgraded to Ba2 from Aaa
  -- Cl. 1-X, Confirmed at Aaa
  -- Cl. 2-X, Confirmed at Aaa
  -- Cl. M-1, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Caa1 from B1
  -- Cl. M-3, Downgraded to Caa3 from B2
  -- Cl. M-4, Downgraded to Ca from B3
  -- Cl. M-5, Downgraded to Ca from B3
  -- Cl. M-6, Downgraded to Ca from B3
  -- Cl. B-1, Downgraded to C from Ca

Issuer: CHL Mortgage Pass-Through Trust 2006-OA4

  -- Cl. A-1, Downgraded to Ba2 from Aaa
  -- Cl. A-2, Downgraded to Ba2 from Aaa
  -- Cl. A-3, Downgraded to Ba2 from Aaa
  -- Cl. M-1, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Caa2 from B1
  -- Cl. M-3, Downgraded to Ca from B2
  -- Cl. M-4, Downgraded to Ca from B3
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Ca
  -- Cl. M-8, Downgraded to C from Ca
  -- Cl. M-9, Downgraded to C from Ca

Issuer: CHL Mortgage Pass-Through Trust, Series 2006-OA5

  -- Cl. X, Confirmed at Aaa
  -- Cl. 1-A-2, Downgraded to Aa3 from Aaa
  -- Cl. 1-A-3, Downgraded to Ba3 from Aaa
  -- Cl. 2-A-2, Downgraded to Aa3 from Aaa
  -- Cl. 2-A-3, Downgraded to Ba3 from Aaa
  -- Cl. 3-A-3, Downgraded to Aa2 from Aaa
  -- Cl. I-M-1, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-2, Downgraded to Ca from B3
  -- Cl. I-M-3, Downgraded to C from B3
  -- Cl. I-M-4, Downgraded to C from Ca
  -- Cl. I-M-5, Downgraded to C from Ca
  -- Cl. I-M-6, Downgraded to C from Ca
  -- Cl. I-M-7, Downgraded to C from Ca
  -- Cl. II-M-1, Downgraded to B3 from Aa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-2, Downgraded to Ca from B3
  -- Cl. II-M-3, Downgraded to Ca from B3
  -- Cl. II-M-4, Downgraded to C from B3
  -- Cl. II-M-5, Downgraded to C from B3
  -- Cl. II-M-6, Downgraded to C from Caa1
  -- Cl. II-M-7, Downgraded to C from Ca


COMPLIANCE SYSTEMS: Sells Secured Convertible Debenture to Agile
----------------------------------------------------------------
Compliance Systems Corporation sold and issued on Sept. 2, 2008,
to Agile Opportunity Fund, LLC, a Secured Convertible Debenture in
the original principal amount of $300,000 pursuant to a Securities
Purchase Agreement, dated May 6, 2008, between the parties.  The
Additional Debenture matures Nov. 6, 2009.

In connection with the sale and issuance of the Additional
Debenture and for no further consideration, Compliance Systems
issued to Agile 2 million shares of Compliance Systems' common
stock, par value $0.001 per share.

The Additional Debenture is to bear interest at the rate of 15%
per annum, payable monthly, although the Additional Debenture
further provides that, in addition to interest, Agile is entitled
to an additional payment, at maturity or whenever principal is
paid, such that Agile's annualized return on the amount of
principal payment so paid equals 30%. The principal and all
accrued and unpaid interest under the Additional Debenture is, at
the option of Agile, convertible into shares of Common Stock at a
conversion price of $0.05 per share (subject to anti-dilution
adjustment).

In connection with the sale and issuance of the Additional
Debenture and the 2 million Additional Equity Incentive Shares,
Compliance Systems issued to its investment banker, Cresta Capital
Strategies, LLC, five-year warrants to purchase 800,000 shares of
Common Stock at a purchase price of $0.05 per share.

                     About Compliance Systems

Based in Glen Cove, N.Y., Compliance Systems Corp. (OTC BB: COPI)
-- http://www.callcompliance.com/-- is a developer of technology-
based compliance solutions for the teleservices industry.  The
company's primary proprietary product, TeleBlock(R) Call Blocking
System, automatically screens and blocks outbound calls against
federal, state, and in-house Do-Not-Call lists.  Compliance
Systems also offers a Regulatory Guide, an up-to-date, online
compilation of state and federal telemarketing laws, as well as
ongoing compliance auditing services.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 14, 2008,
Holtz Rubenstein Reminick LLP, in Melville, New York, expressed
substantial doubt about  Compliance System Corporation's ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditing firm pointed to the company's losses from
operations in its last two fiscal years of $1,190,153 and
$1,242,531, respectively.


CONTINENTAL AIRLINES: Names Zane Rowe as Chief Financial Officer
----------------------------------------------------------------
Continental Airlines Inc. disclosed in a Securities and Exchange
Commission filing that Zane Rowe has been promoted to the position
of executive vice president and chief financial officer, effective
upon the retirement of Jeff Misner on Aug. 31, 2008.

In connection with his promotion, the Company has entered into an
employment agreement with Mr. Rowe effective September 1, 2008
that is similar to the agreements with the Company's other
existing executive vice presidents.  

The agreement provides a minimum annual base salary of $374,544,
which is the same as the salary provided to our two other
executive vice presidents, and is in effect until Sept. 1, 2009,
subject to automatic successive one-year extensions. The agreement
may be terminated at any time by either party, with or without
cause. The employment agreement provides Mr. Rowe an annual
performance incentive opportunity and a supplemental retirement
plan.

He also is entitled to participate in the compensation and benefit
plans available to all management employees, receive company-
provided disability benefits and life insurance, flight benefits,
certain tax indemnity payments -- some of which may not be
deductible by the Company -- and certain other fringe benefits.

If Mr. Rowe terminates his employment for good reason or if his
employment is terminated by the Company without cause, he is
entitled to a termination payment that is equal to two times -- or
three times if such termination follows a change in control -- his
annualized compensation as defined in the employment agreement.  
In addition, if any payment or benefit is determined to be subject
to an excise tax -- including any such tax arising under Section
4999 of the Internal Revenue Code upon a change in control -- Mr.
Rowe is entitled to receive an additional payment to adjust for
the incremental tax cost of the payment or benefit.

                    About Continental Airlines

Based in Houston, Texas, Continental Airlines Inc. (NYSE: CAL)
-- http://continental.com/-- is the world's fifth largest     
airline.  Continental, together with Continental Express and
Continental Connection, has more than 3,000 daily departures
throughout the Americas, Europe and Asia, serving 140 domestic and
139 international destinations.  More than 550 additional points
are served via SkyTeam alliance airlines.  With more than 46,000
employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with Continental Express, carries
approximately 69 million passengers per year.

                          *     *     *

The Troubled Company Reporter said on Aug. 13, 2008, that Standard
& Poor's Ratings Services took various actions on its ratings on
Continental Airlines Inc. (B/Negative/B-3).  S&P affirmed its 'B'
long-term corporate credit rating, 'B-3' short-term corporate
credit rating, all ratings on unsecured debt and on selected
enhanced equipment trust certificates. S&P  lowered S&P's ratings
on other enhanced equipment trust certificates, particularly those
secured by regional jets, and raised other ratings.  All ratings
were removed from CreditWatch, where they were placed with
negative implications May 22, 2008, as part of an industrywide
review.  The rating outlook is negative.


CONTINENTAL AIRLINES: Releases Guidance for Q3 & Full Year 2008
---------------------------------------------------------------
Continental Airlines Inc. disclosed Sept. 10, 2008, in a
Securities and Exchange Commission filing, earnings guidance for
the third quarter and full year 2008.

                          Six Week Outlook

The Company is comfortable with its forward bookings over the next
six weeks.  The Company continues to see year-over-year yield
increases throughout all regions.  Consolidated domestic bookings
for the next six weeks are running about 2 points higher than last
year.  Mainline Latin bookings are running about 4 points ahead of
last year.  Transatlantic bookings are about flat as compared to
last year.  Pacific bookings are running about 2 points behind
last year.

For the month of September, the Company estimates its mainline
domestic capacity will be down approximately 9%.  Based on this
reduced capacity, the Company is comfortable with its expectation
that it will trade mainline domestic load factor (estimated to be
down 1 to 2 points year-over-year for September) for substantially
higher mainline domestic yields.

For the third quarter, the Company expects both consolidated and
mainline load factors to be down about 1 point year-over-year.

           Targeted Unrestricted Cash, Cash Equivalents

Continental anticipates ending the third quarter of 2008 with an
unrestricted cash, cash equivalents, and short-term investments
balance of approximately $2.8 billion. This balance excludes all
student loan-related auction rate securities, which are classified
as long-term investments.

                   Cargo, Mail, and Other Revenue

The Company's Cargo, Mail, and Other Revenue for the third quarter
2008 is expected to be between $390 and $400 million.

On Sept. 5, 2008, Continental introduced a $15 fee for the first
checked bag for certain economy fare tickets for certain
passengers (in principally domestic markets) purchased after the
announcement for travel on or after October 7, 2008.  Based on the
Company's business model assumptions, the Company estimates that
this fee will generate in excess of $100 million dollars in net
benefits on an annualized basis through incremental revenue and
operational cost savings.

                           Fleet News

ExpressJet has given Continental notice that it plans to return 39
Embraer 50-seat regional jets to the Company that ExpressJet had
been leasing from the Company and flying under its own brand or
for other carriers.  Continental currently anticipates adding
these 39 aircraft to the Amended and Restated ExpressJet CPA and,
in turn, withdrawing from that agreement 30 Embraer 37-seat
regional jets prior to mid-November of 2008.  Continental does not
intend to fly these withdrawn aircraft and is evaluating its
options with regard to these aircraft.

                 Pension Expense and Contributions

Year-to-date, the Company has contributed $102 million to its
defined benefit pension plans, satisfying the Company's minimum
required contributions during calendar year 2008. Given the
current market conditions, the Company does not plan to make
additional contributions this year.

Continental estimates that its non-cash pension expense will be
approximately $85 million for the year, which excludes pension
settlement charges related to lump-sum distributions from the
pilot's frozen defined benefit plan. Settlement charges are
expected for the third and fourth quarters of 2008, but currently
cannot be estimated.

The Company anticipates that it will record special charges in the
third quarter of 2008 and beyond in conjunction with previously
announced capacity reductions for future costs including future
lease costs if aircraft are permanently grounded, severance and
continuing medical coverage for employees accepting early
retirement packages and furloughed employees and other associated
costs.  Since the Company is not able at this time to estimate the
amount and timing of these charges, the CASM estimates do not
reflect these charges.

                      Stock Based Compensation

Continental expects to record approximately $2 million and
$1 million in stock option expenses for the third and fourth
quarters of 2008, respectively.

Continental has granted profit based restricted stock unit awards
pursuant to its Long-Term Incentive and RSU Program.  Expense for
these awards is recognized ratably over the required service
period, with changes in the price of the Company's common stock
and the payment percentage (which is tied to varying levels of
cumulative profit sharing), resulting in a corresponding increase
or decrease in "Wages, Salaries, and Related Costs" in the
Company's consolidated statements of operations.  The closing
stock price of $17.75 on Aug. 11, 2008, was used in estimating the
expense impact of the awards for the Company's 2008 cost
estimates.

Based on the Company's current assumptions regarding payment
percentages and the cumulative profit sharing targets to be
achieved pursuant to the awards, the Company estimates that a
$1 increase or decrease in the price of its common stock from
August 11, 2008 will result in an increase or decrease of
approximately $3 million in Wages, Salaries, and Related Costs
attributable to the awards to be recognized in the third quarter
2008.

                 Fuel Hedges as of Sept. 10, 2008

Continental has hedged approximately 53% of its projected
consolidated fuel requirements for the third quarter using a
combination of collars in NYMEX crude oil and heating oil and an
additional 9% using call options in NYMEX crude oil.  The Company
estimates its third quarter fuel price per gallon (including fuel
taxes and impact of current hedge positions) will be $3.84.

Continental has hedged approximately 41% of its projected
consolidated fuel requirements for the fourth quarter using a
combination of collars in NYMEX crude oil and heating oil and an
additional 32% using call options in NYMEX crude oil.  The Company
estimates its fourth quarter fuel price per gallon (including fuel
taxes and impact of current hedge positions) will be $3.31.

                          Tax Computation

The Company began recognizing income tax expense/benefit in 2008.
The Company does not expect to pay significant cash income taxes
in 2008 as it has approximately $3.8 billion of net operating loss
carryforwards remaining to offset future cash income.

                      Debt and Capital Leases

Scheduled debt and capital lease principal payments for the full
year 2008 are estimated to be $682 million, with approximately
$155 million and $157 million paid in the first and second
quarters of 2008 respectively, and approximately $92 million and
$278 million to be paid in the third and fourth quarters of 2008,
respectively.

                     EPS Estimated Share Count

Share count estimates for calculating basic and diluted earnings
per share at different income levels are:

Third Quarter 2008 (Millions)

  Quarterly           Number of Shares

  Earnings Level      Basic    Diluted   Interest Addback
  -------------       -----    -------   ----------------
  Over $55            110      124        $1
  Between $15-$55     110      120        $1
  Under $15           110      111        --
  Net Loss            110      110        --

Full Year 2008 (Millions)

  Year-to-date        Number of Shares

  Earnings Level      Basic    Diluted   Interest Addback
  -------------       -----    -------   ----------------
  Over $207           105      119        $12
  Between $55-$207    105      115         $5
  Under $55           105      106         --
  Net Loss            105      105         --

                    About Continental Airlines

Based in Houston, Texas, Continental Airlines Inc. (NYSE: CAL)
-- http://continental.com/-- is the world's fifth largest     
airline.  Continental, together with Continental Express and
Continental Connection, has more than 3,000 daily departures
throughout the Americas, Europe and Asia, serving 140 domestic and
139 international destinations.  More than 550 additional points
are served via SkyTeam alliance airlines.  With more than 46,000
employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with Continental Express, carries
approximately 69 million passengers per year.

                          *     *     *

The Troubled Company Reporter said on Aug. 13, 2008, that Standard
& Poor's Ratings Services took various actions on its ratings on
Continental Airlines Inc. (B/Negative/B-3).  S&P affirmed its 'B'
long-term corporate credit rating, 'B-3' short-term corporate
credit rating, all ratings on unsecured debt and on selected
enhanced equipment trust certificates. S&P  lowered S&P's ratings
on other enhanced equipment trust certificates, particularly those
secured by regional jets, and raised other ratings.  All ratings
were removed from CreditWatch, where they were placed with
negative implications May 22, 2008, as part of an industrywide
review. The rating outlook is negative.


CSAB MORTGAGE: Moody's Cuts Ratings of Tranches From 5 Alt-A Deals
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 107
tranches from 5 Alt-A transactions issued by CSAB Mortgage-Backed
Trust.  Three downgraded tranches remain on review for possible
downgrade and 6 tranches were placed on review for possible
downgrade.  Additionally, 3 senior tranches were confirmed at Aaa.  
The collateral backing these transactions consists primarily of
first-lien, fixed-rate, Alt-A mortgage loans.

Ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  
Certain tranches were confirmed due to additional enhancement
provided by structural features.  The actions described below are
a result of Moody's on-going review process.

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

Complete rating actions are:

Issuer: CSAB Mortgage Backed Trust 2006-1

  -- Cl. A-4, Downgraded to Baa1 from Aaa
  -- Cl. A-5, Downgraded to B2 from Aaa
  -- Cl. A-6-A, Downgraded to Ba3 from Aaa
  -- Cl. A-6-B, Downgraded to Ba3 from Aaa
  -- Cl. M-1, Downgraded to C from B3
  -- Cl. M-2, Downgraded to C from Caa1
  -- Cl. M-3, Downgraded to C from Ca
  -- Cl. M-4, Downgraded to C from Ca
  -- Cl. B, Downgraded to C from Ca

Issuer: CSAB Mortgage Backed Trust 2006-4

  -- Cl. A-1-A, Confirmed at Aaa
  -- Cl. A-1-B, Confirmed at Aaa
  -- Cl. A-1-C, Downgraded to Aa1 from Aaa
  -- Cl. A-1-D, Confirmed at Aaa
  -- Cl. A-2-A, Downgraded to A1 from Aaa
  -- Cl. A-2-B, Downgraded to A2 from Aaa
  -- Cl. A-3, Downgraded to Baa3 from Aaa
  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aaa

Financial Guarantor: Financial Security Assurance Inc. (Aaa, on
review for possible downgrade)

  -- Underlying Rating: Ba2
  -- Cl. A-5, Downgraded to B1 from Aaa
  -- Cl. A-6-A, Downgraded to Ba2 from Aaa
  -- Cl. A-6-B, Downgraded to Ba3 from Aaa
  -- Cl. M-1-A, Downgraded to Ca from B2
  -- Cl. M-1-B, Downgraded to Ca from B2
  -- Cl. M-2, Downgraded to Ca from B3
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Ca
  -- Cl. M-7, Downgraded to C from Ca
  -- Cl. M-8, Downgraded to C from Ca

Issuer: CSAB Mortgage-Backed Trust 2006-2

  -- Cl. A-1-A, Downgraded to Aa1 from Aaa
  -- Cl. A-1-C, Downgraded to Aa1 from Aaa
  -- Cl. A-2, Downgraded to A2 from Aaa
  -- Cl. A-3-A, Placed on Review for Possible Downgrade, currently
     Aaa

Financial Guarantor: Financial Security Assurance Inc. (Aaa, on
review for possible downgrade)

  -- Underlying Rating: Ba1
  -- Cl. A-3-B, Downgraded to Ba1 from Aaa
  -- Cl. A-4, Placed on Review for Possible Downgrade, currently
     Aaa

Financial Guarantor: Financial Security Assurance Inc. (Aaa, on
review for possible downgrade)

  -- Underlying Rating: B1
  -- Cl. A-5-A, Downgraded to A3 from Aaa
  -- Cl. A-5-B, Downgraded to B2 from Aaa
  -- Cl. A-6-A, Downgraded to A2 from Aaa
  -- Cl. A-6-B, Downgraded to B1 from Aaa
  -- Cl. M-1, Downgraded to Caa2 from B2
  -- Cl. M-2-A, Downgraded to Ca from B3
  -- Cl. M-2-B, Downgraded to Ca from B3
  -- Cl. M-3, Downgraded to Ca from B3
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Ca
  -- Cl. M-6, Downgraded to C from Ca

Issuer: CSAB Mortgage Backed Trust 2006-3

  -- Cl. A-1-A, Downgraded to A2 from Aaa
  -- Cl. A-1-B-1, Downgraded to Aa3 from Aaa
  -- Cl. A-1-B-2, Downgraded to Aa3 from Aaa
  -- Cl. A-1-C, Downgraded to A3 from Aaa
  -- Cl. A-2, Downgraded to Ba2 from Aaa
  -- Cl. A-3-A, Downgraded to B2 from Aaa
  -- Cl. A-3-B, Downgraded to B2 from Aaa
  -- Cl. A-4-A, Placed on Review for Possible Downgrade, currently
     Aaa

Financial Guarantor: Financial Security Assurance Inc. (Aaa, on
review for possible downgrade)

  -- Underlying Rating: B2
  -- Cl. A-4-B, Downgraded to B2 from Aaa
  -- Cl. A-5-A, Placed on Review for Possible Downgrade, currently
     Aaa

Financial Guarantor: Financial Security Assurance Inc. (Aaa, on
review for possible downgrade)

  -- Underlying Rating: B2
  -- Cl. A-5-B, Downgraded to B1 from Aaa
  -- Cl. A-6, Placed on Review for Possible Downgrade, currently
     Aaa

Financial Guarantor: Financial Security Assurance Inc. (Aaa, on
review for possible downgrade)

  -- Underlying Rating: B1
  -- Cl. A-7, Downgraded to B3 from Aaa
  -- Cl. M-1, Downgraded to Ca from B3
  -- Cl. M-2, Downgraded to C from B3
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5-A, Downgraded to C from Ca
  -- Cl. M-5-B, Downgraded to C from Ca
  -- Cl. M-6, Downgraded to C from Ca
  -- Cl. M-7, Downgraded to C from Ca

Issuer: CSAB Mortgage-Backed Trust Series 2007-1

  -- Cl. 1-A-1A, Downgraded to A3 from Aaa
  -- Cl. 1-A-1B, Downgraded to Baa2 from Aa1
  -- Cl. 1-A-2, Downgraded to Ba1 from Aaa
  -- Cl. 1-A-3A, Downgraded to Ba2 from Aaa
  -- Cl. 1-A-3B, Downgraded to B3 from Aa1
  -- Cl. 1-A-4
  -- Current Rating: Aaa, on review for possible downgrade

Financial Guarantor: Assured Guaranty Corp (Aaa, on review for
possible downgrade)

  -- Underlying Rating: B2
  -- Cl. 1-A-5
  -- Current Rating: Aaa, on review for possible downgrade

Financial Guarantor: Assured Guaranty Corp (Aaa, on review for
possible downgrade)

  -- Underlying Rating: B2
  -- Cl. 1-A-6A, Downgraded to Baa1 from Aaa
  -- Cl. 1-A-6B, Downgraded to B2 from Aaa
  -- Cl. 2-A-1, Downgraded to B2 from Aa1
  -- Cl. 2-A-2, Downgraded to Ba1 from Aaa
  -- Cl. 2-A-3, Downgraded to Ba1 from Aaa
  -- Cl. 2-A-4, Downgraded to Ba1 from Aaa
  -- Cl. 2-A-5, Downgraded to Ba1 from Aaa
  -- Cl. 2-A-6, Downgraded to Ba1 from Aaa
  -- Cl. 3-A-2, Downgraded to Ba3 from Aaa
  -- Cl. 3-A-3, Downgraded to Ba3 from Aaa
  -- Cl. 3-A-4, Downgraded to Ba3 from Aaa
  -- Cl. 3-A-5, Downgraded to Ba3 from Aaa
  -- Cl. 3-A-6, Downgraded to Ba3 from Aaa
  -- Cl. 3-A-7, Downgraded to Ba3 from Aaa
  -- Cl. 3-A-8, Downgraded to B2 from Aa1
  -- Cl. 3-A-9, Downgraded to B2 from Aaa
  -- Cl. 3-A-10, Downgraded to B2 from Aaa
  -- Cl. 3-A-11, Downgraded to B2 from Aaa
  -- Cl. 3-A-12, Downgraded to B2 from Aaa
  -- Cl. 3-A-13, Downgraded to B2 from Aa1
  -- Cl. 3-A-14, Downgraded to Ba3 from Aaa
  -- Cl. 3-A-15, Downgraded to B2 from Aa1
  -- Cl. 3-A-18, Downgraded to Ba3 from Aaa
  -- Cl. 3-A-19, Downgraded to B2 from Aa1
  -- Cl. 3-A-21, Downgraded to Ba3 from Aaa
  -- Cl. 3-A-22, Downgraded to B2 from Aa1
  -- Cl. 3-A-25, Downgraded to Ba3 from Aaa
  -- Cl. 3-A-26, Downgraded to B2 from Aa1
  -- Cl. 3-A-28, Downgraded to Ba3 from Aaa
  -- Cl. 3-A-29, Downgraded to B2 from Aaa
  -- Cl. 4-A-2, Downgraded to B1 from Aaa
  -- Cl. 4-A-3, Downgraded to B1 from Aaa
  -- Cl. 4-A-4, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. 4-A-5, Downgraded to B3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. 4-A-7, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. D-P, Downgraded to Ba1 from Aaa
  -- Cl. D-X, Downgraded to B1 from Aaa
  -- Cl. D-B-1, Downgraded to Caa1 from B1
  -- Cl. D-B-1X, Downgraded to Caa1 from B1
  -- Cl. 1-M-1, Downgraded to Caa2 from B1
  -- Cl. 1-M-2, Downgraded to Ca from B1
  -- Cl. 1-M-3, Downgraded to C from B3
  -- Cl. 1-M-4, Downgraded to C from Ca
  -- Cl. 1-M-5, Downgraded to C from Ca


CWALT INC: Moody's Takes Rating Actions on Four Tranches
--------------------------------------------------------
Moody's Investors Service has taken action on 4 tranches from 2
transactions issued by Countrywide.  In CWALT, Inc. Mortgage Pass-
Through Certificates, Series 2006-OA19, one rating was confirmed
and one was downgraded.  In CWALT, Inc. Mortgage Pass-Through
Certificates, Series 2007-HY9, two tranches were placed on review
for possible downgrade.  The collateral backing these transaction
consists primarily of first-lien, adjustable rate, Alt-A and
negatively-amortizing Alt-A mortgage loans.

Ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  One
security was confirmed due to additional enhancement provided by
structural features.  The actions described below are a result of
Moody's on-going review process.

Complete rating actions are:

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA19

  -- Cl. A-4, Confirmed at Aaa
  -- Cl. A-5, Downgraded to Ba3 from Aaa

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2007-HY9

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

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


DELTA AIR: Proxy Advisory Firms Recommend Vote for NWA Merger
-------------------------------------------------------------
Four independent proxy advisory firms have recommended that Delta
Air Lines, Inc., stockholders vote "FOR" the issuance of Delta
common stock to Northwest Airlines Corporation's stockholders in
the merger of the airlines, Delta said in a press release dated
September 15, 2008.

The Institutional Shareholder Services, a wholly owned subsidiary
of RiskMetrics Group. Inc., Glass-Lewis, Proxy Governance, and
Egan-Jones, also recommended a vote "FOR" a proposed amendment to
Delta's broad-based employee compensation program, according to
the statement.

"The Delta-Northwest merger is a game-changer that, along with
fundamental changes Delta has made to its business over the last
few years, creates an airline that is well positioned to weather
competitive and economic pressures and continually invest in the
customer and employee experience," said Edward H. Bastian,
president and chief financial officer of Delta.

"The combined airline will be a global competitor with a more
diverse international network, flexible fleet and the largest
anti-trust immunized joint venture across the Atlantic.  It's
truly a win for our employees, customers and stockholders," Mr.
Bastian added.

According to Mr. Bastian, Delta's offering of equity in the
combined Company to its employees is "pivotal" to the airline's
ability to energize employees by allowing them to share in the
successes of the business.

Delta announced in April 2008 that it is combining with Northwest
in an all-stock transaction.  The new Company, which will be
called Delta and will be headquartered in Atlanta, will provide
customers access to more than 390 destinations in 67 countries,
generate $35,000,000 in aggregate annual revenues, operate a
mainline fleet of nearly 800 aircraft, and employ approximately
75,000 people worldwide.

The merger is subject to the approval of Delta and Northwest
stockholders during separate stockholder meetings on
September 25, 2008, as well as regulatory approvals which are
expected by the end of 2008.

                Northwest to Guarantee $2.5-Bil.
                 Delta Obligations upon Merger

In a regulatory filing with the Securities and Exchange
Commission dated September 15, 2008, Northwest disclosed that it
entered into a third amendment to its Superpriority Debtor-in-
Possession and Exit Credit and Guarantee Agreement dated as of
August 21, 2006, with Citicorp USA, Inc., as administrative
agent, and other financial institutions.

Pursuant to the DIP Amendment, Northwest will be permitted to
guarantee approximately $2,500,000,000 of obligations of Delta
under certain Delta credit agreements, upon the consummation of
Northwest's Merger Agreement with Delta, dated as of April 14,
2008, Michael L. Miller, vice president for Law and secretary at
Northwest, said.

Additionally, Northwest will agree to make a $300,000,000
prepayment of loans outstanding under the Credit Agreement, Mr.
Miller disclosed.

The Amended DIP Agreement will mature on the earlier of (i) the
final date of consolidation with Delta, and (ii) December 31,
2010.  

A full-text copy of Northwest's DIP Amendment, filed on Form 8K
with the SEC, is available for free at:

http://sec.gov/Archives/edgar/data/1058033/000110465908059270/a08-
3810_1ex99d1.htm

               Delta President and CFO Responds
                to Employees' Merger Inquiries

Mr. Bastian told Delta employees last June that the regulatory
review process for the Delta-NWA merger "is on a path to be
completed by November or December [2008]," according to the NWA-
AFA Web site.

Speaking with Reuters, Northwest Chief Executive Officer Doug
Steenland also confirmed that Northwest "remains confident that
all the approvals will come at some point in the final quarter of
the year."

Mr. Bastian noted that upon the approval of the merger, some of
the work representation issues may be resolved quickly with
respect to the TechOps Department, where there is no significant
NWA union representation.  Flight attendant issues, he points
out, "could take up a year to resolve."

Mr. Bastian clarified that Northwest's flight attendants "will
not dominate that workforce category."

"I believe that the Delta flight attendants in the new Company,
which will then include Northwest flight attendants, will once
again see the value of our direct relationship and I expect the
[Association of Flight Attendants-CWA] to be defeated again," Mr.
Bastian said, citing the rejection of AFA's representation by
more than 60% of the Delta flight attendants during the voting
period from April 23 through June 3, 2008.

Mr. Bastian maintained that Delta will continue to reinforce the
value of direct relationship with its flight attendants, which is
"the best medicine to keep Delta union-free."

                    IAMAW to Shareholders:
                Vote Against Delta-NWA Merger

In light of Delta's and Northwest's separate special meetings on
September 25, 2008, the International Association of Machinists
and Aerospace Workers urged Delta and Northwest shareholders to
"vote against" the proposed merger, as it constitutes
"significant risk and harm to long-term shareholder value."

In a letter dated September 10, 2008, Thomas Buffenbarger,
international president of IAMAW, cited "a steady chorus of
influential analysts" who say that the proposed merger overstates
its positive synergies and could threaten the existence of both
carriers.

Among other things, Mr. Buffenbarger reiterates that airline
mergers "usually create labor unrest and service disruption", and
"cannot be justified by synergies and improved efficiencies,"
referring to analysts' testimonies during hearing of the House
Subcommittee on Aviation in May 2008.

Moreover, Delta's and Northwest's frozen pension plans currently
have a combined shortfall of $7,000,000, which underfunded
liability would be an enormous burden on the merged airline, he  
noted.

According to Mr. Buffenbarger, the risk exposure outweighs the
potential benefits of the proposed merger, including, among
others:

   (i) complexities associated with managing the combined
       businesses;

  (ii) integrating the workforces and corporate cultures of the
       two airlines;

(iii) mergers or other strategic alliances of other air carriers
       that could change the competitive landscape in which the
       combined Company will operate; and

  (iv) unforeseen increased expenses or delays, including one-
       time cash costs for the integration that may exceed
       Delta's estimated $600,000,000.

A full-text copy of IAMAW's letter of opposition to the Delta-NWA
merger is available for free at:

http://sec.gov/Archives/edgar/data/27904/000114420408052794/v12643
8_px14a6g.htm

Claiming to be the only union that opposes the Delta-NWA merger,
IAMAW presents, in its official Web site, its general arguments
against mergers among major airlines.

If Delta's acquisition of Northwest had been laid out to the
Union in negotiations during bankruptcy, "we wouldn't have
ratified that collective bargaining agreement," Stephen Gordon,
president of an IAMAW Union local, told TwinCities.com, pointing
to, among other things, Delta's and Northwest's employee pension
plans which are "drastically unfunded."

Full-text copies of IAMAW's merger-related arguments, which are
laid out in separate documents, are available for free at:

   http://bankrupt.com/misc/NWA.Delta.Merger.Talking.Points.pdf
   http://bankrupt.com/misc/NWA.Delta.Pension.Talking.Points.pdf

                 NMB Decides Not to Implement
                    Representation Proposal

The National Mediation Board, a federal agency that helps resolve
labor disputes, said that it would not implement its proposed new
rules that would essentially govern how the Board will conduct
representation elections and address other representation
disputes.

Essentially, the NMB proposed to adopt a rule that would change
the required simple majority to "more than a substantial majority
as determined by the Board", with respect to the merger of union-
represented and non-union represented groups.

In opposition, the Association of Flight Attendants-CWA said the
proposed rules would "help Delta destroy collective bargaining
rights of union-represented workers."  Similarly, the IAMAW has
lobbied against NMB's proposal, saying it "makes it more
difficult for unionized airline workers to retain union
protection when merging with unrepresented carriers."

In a notice addressed to all carriers and labor organizations,
dated September 11, 2008, NMB General Counsel Mary L. Johnson
said that the Board will continue to apply its long-standing
precedent and policies.

A full-text copy of the Official Memo from NMB is available for
free at:

   http://bankrupt.com/misc/NMB_notice_re_proposals_091108.pdf

"This is a major victory for all airline workers," said IAMAW
General Vice President Robert Roach, Jr., said in a statement
issued by the Union.

"The NMB moved away from its unfair rule change, but we must
remain vigilant . . . [as] Delta Air Lines and their friends in
Washington will continue fighting to silence workers," said Mr.
Roach.

                          About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the Debtors' disclosure
statement.  In April 25, 2007, the Court confirmed the Debtors'
plan.  That plan became effective on April 30, 2007.  The Court
entered a final decree closing 17 cases on Sept. 26, 2007.    
(Delta Air Lines Bankruptcy News, Issue No. 107; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


DEUTSCHE BANK: Fitch Takes Rating Actions on 13 NIM Trusts
----------------------------------------------------------
Fitch Ratings has taken rating actions on 13 Deutsche Bank
Mortgage Assets Trust Net Interest Margin transactions:

DBARN Net Interest Margin 2007-OA1N
  -- Class N-1 affirmed at 'A-';
  -- Class N-2 rated 'BBB-' and placed on Rating Watch Negative;
  -- Class N-3 rated 'BB' and placed on Rating Watch Negative;
  -- Class N-4 rated 'B' and placed on Rating Watch Negative.

DBARN Net Interest Margin 2007-OA2N
  -- Class N-2 affirmed at 'BBB-';
  -- Class N-3 affirmed at 'BB';
  -- Class N-4 affirmed at 'B'.

DBARN Net Interest Margin 2007-AHM1N
  -- Class N-1 affirmed 'A-';
  -- Class N-2 rated 'BBB-' and placed on Rating Watch Negative;
  -- Class N-3 rated 'BB' and placed on Rating Watch Negative;
  -- Class N-4 rated 'B' and placed on Rating Watch Negative.

Deutsche Alt-A Securities Inc. 2007-OA3N
  -- Class N-2 affirmed 'BBB-';
  -- Class N-3 affirmed 'BB';
  -- Class N-4 affirmed 'B'.

Deutsche Alt-A Securities Inc. 2007-OA4N
  -- Class N-2 affirmed 'BBB-';
  -- Class N-3 affirmed 'BB';
  -- Class N-4 rated 'B' and placed on Rating Watch Negative.

Deutsche Alt-A Securities Inc. 2007-OA5N
  -- Class N-1 affirmed 'A-';
  -- Class N-2 affirmed 'BBB-';
  -- Class N-3 affirmed 'BB';
  -- Class N-4 rated 'B' and placed on Rating Watch Negative.

Deutsche Alt-A Securities Inc. 2007-1N
  -- Class N-1 rated 'A-' and placed on Rating Watch Negative;
  -- Class N-2 rated 'BBB-' and placed on Rating Watch Negative.
     SHARPS SP I LLC 2006-OA1N
  -- Class N-3 affirmed at 'BB'.

SHARPS SP I LLC 2006-RS6N
  -- Class N-A rated 'A-' and placed on Rating Watch Negative.

SHARPS SP I LLC 2007-BAR1N
  -- Class N-1 rated 'A-' and placed on Rating Watch Negative;
  -- Class N-2 rated 'BB' and placed on Rating Watch Negative.

SHARPS SP I LLC 2007-MHL1N
  -- Class N-A rated 'A-' and placed on Rating Watch Negative;
  -- Class N-B rated 'BBB-' and placed on Rating Watch Negative.

SHARPS SP I LLC 2007-RAMP1N
  -- Class N-1 rated 'A-' and placed on Rating Watch Negative;
  -- Class N-2 rated 'BB' and placed on Rating Watch Negative.

SHARPS SP I LLC 2007-RSN1N
  -- Class N-1 rated 'A-' and placed on Rating Watch Negative;
  -- Class N-2 rated 'BB' and placed on Rating Watch Negative.

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections.


DIGITALFX INT'L: Has Until Oct. 16 to Submit AMEX Compliance Plan
-----------------------------------------------------------------
DigitalFX International Inc. was notified by the director of
Listing Qualifications of the American Stock Exchange that upon
review of the company's Form 10-Q for the period ended June 30,
2008, the Exchange has determined that the company was not in
compliance with certain of the Exchange's continued listing
standards and the company has therefore become subject to the
procedures and requirements of Section 1009 of the AMEX company
Guide.

Specifically, the company is not in compliance with
Section 1003(a)(iv) of the company Guide in that losses sustained
were so substantial in relation to its overall operations or its
existing financial resources or its financial condition has become
so impaired that it appears questionable, in the opinion of the
Exchange, as to whether the company will be able to continue
operations and/or meet its obligations as they mature, Section
1003(a)(i) of the company Guide with stockholders' equity of less
than $2,000,000 and losses from continuing operations and net
losses in two of its three most recent fiscal years, and Section
1003(a)(ii) of the company Guide with stockholders' equity of less
than $4,000,000 and losses from continuing operations in three of
its four most recent fiscal years.

In order to maintain its AMEX listing, the company must submit a
plan by Oct. 16, 2008, addressing how it intends to regain
compliance with Section 1003(a)(iv) of the company Guide by
March 16, 2009, and Sections 1003(a)(i) and (ii) of the company
Guide by March 22, 2010.  If the company does not submit the
Plan, or if the Plan is not accepted, the company will be subject
to delisting proceedings.  Furthermore if the Plan is accepted
but the company is not in compliance with all the continued
listing standards of the company Guide by March 22, 2010, or if
the company does not make progress consistent with the Plan
during the plan periods, the company may be subject to delisting
proceedings at the discretion of the Exchange's staff.

Management intends to submit the company's Plan to bring itself
into compliance with Sections 1003(a)(i), (ii) and (iv) of the
company Guide to the AMEX by the prescribed deadline of Oct. 16,
2008.

               About DigitalFX International Inc.

Headquartered in Las Vegas, Nevada, DigitalFX International Inc.
(AMEX:DXN) -- http://www.DigitalFX.com/-- markets web-based  
products such as streaming live and on-demand video, video email
and digital storage.  The company also markets proprietary
communication and collaboration services, and social networking
software applications, including its flagship product, called the
Studio.

                      Covenant Non-Compliance

For the quarter ended June 30, 2008, the company reported that it
had not satisfied the financial covenants included in the Amended
and Restated Senior Secured Convertible Notes issued as of Nov.
30, 2007, and such failure constitutes a default under such Notes.


DSLA MORTGAGE: Fitch Affirms Low-B Ratings on Four NIM Loans
------------------------------------------------------------
Fitch Ratings has taken rating actions on two DSLA Mortgage Loan
Trust Net Interest Margin transactions:

DSLA Mortgage Loan Trust 2006-AR2
  -- Class N-3 affirmed at 'BB';
  -- Class N-4 affirmed at 'B'.

DSLA Mortgage Loan Trust 2007-AR1
  -- Class N-2 affirmed at 'BBB-';
  -- Class N-3 affirmed at 'BB';
  -- Class N-4 affirmed at 'B'.

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections.


DUBLIN BAY: Moody's Lifts Class A Notes Rating to Aa3 from Ba1
--------------------------------------------------------------
Moody's Investors Service has upgraded these notes issued by
Dublin Bay (CDO) Limited:

Class Description: Floating Rate Class A credit-linked notes

  -- Prior Rating: Ba1
  -- Prior Rating Date: 9/19/2008
  -- Current Rating: Aa3

According to Moody's, this rating action is the result of the
amendment of the reference portfolio improving the credit quality
of the transaction.


DYER MOUNTAIN: Planned Resort Now Owned by Dyer Holding LLC
-----------------------------------------------------------
Dyer Holding LLC is now the owner of Dyer Mountain Associates'
6,700-acre mountainside property in Lassen County that was
intended for a four-season resort, Jane Braxton Little, a
correspondent for the Sacramento Bee, reports.

The Hon. Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California allowed a foreclosure sale to
proceed after the developers failed to make the $51 million
payment owed on three loans by an Aug. 29 deadline.

The foreclosure sale followed months of negotiations between the
developers and the lending company before the Court, where Dyer
Mountain Associates filed for protection in March under Chapter 11
of the federal bankruptcy code.

According to Ms. Little, Doug Lutz, lending director for the
California Mortgage and Realty Inc., said that a $100,000 payment
by Dyer LLC provides a line of credit for clearing a $6.1 million
loan, one of four deeds of trust held by the San Francisco-based
finance company.

Based in San Francisco, Dyer Mountain Associates, LLC is the
developer of a planned 6,700-acre mountainside resort in Lassen
County.  The Debtor filed for Chapter 11 relief on March 27, 2008
(Bankr. N.D. Calif. 08-30499).  Merle C. Meyers, Esq., at Meyers
Law Group, PC, represents the Debtor as counsel.  When the Debtor
filed for protection from its creditors, it listed assets of
$1 million to $100 million, and debts of $1 million to
$100 million.


EAGAN REAL: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Egan Real Estate, LLC
        Highway 51 and 111th St.
        Coweta, OK 74429

Bankruptcy Case No.: 08-81249

Type of Business: The Debtor sells real estate property.

Chapter 11 Petition Date: September 22, 2008

Court: Eastern District of Oklahoma (Okmulgee)

Debtor's Counsel: Scott P. Kirtley, Esq.
                  skirtleyattorney@riggsabney.com  
                  Riggs Abney Neal Turpen Orbison & Lewis
                  502 W 6th St.
                  Tulsa, OK 74119-1010
                  Tel: (918) 587-3161

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Spirit Bank                    apartments            $2,800,000
1800 S. Baltimore              secured: $2,000,000
Tulsa, OK 74119

Citizens Security Bank         apartments; secured:  $250,000
14821 S. Memorial              $2,000,000; senior
Bixby, OK 74008                lien: $2,800,000

Eagan, Joe                                           $230,000
602 Emperial Dr.
O Fallon, MO 63366

Vanco Flooring                                       $60,000

City Bank Visa                                       $20,000

M&M Lumber                                           $10,300

Southerlands Lumber                                  $9,000

A&W Heat & Air                                       $6,600

Med Center                                           $2,500

Tulsa County Treasurer         property;             unknown
                               secured: $2,000,000;
                               senior loan:
                               $4,500,000

Wagoner County Treasurer       property              unknown
                               secured: $5,000,000;
                               senior lien:
                               $4,500,000


EDGEWATER BAY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Edgewater by the Bay, LLLP
        13081 SW 133rd Court
        Miami, FL 33186

Bankruptcy Case No.: 08-23611

Type of Business: Single Assets Real Estate

Chapter 11 Petition Date: September 18, 2008

Court: Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Peter D. Russin, Esq.
                  prussin@melandrussin.com
                  200 S Biscayne Boulevard #3000
                  Miami, FL 33131
                  Tel: (305) 358-6363
                  Fax: (305) 358-1221

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Archer Elevator Corp.          Subcontractor           $64,100.00
P.O. Box 351450                
Miami, FL 33135-7450          

Sally and Nancy Areson         Deposit per             $57,000.00
1000 Lowry Street, # 2A        Purchase and Sale
Delray Beach, FL 33483         Agreement for Unit
                               304

Josiane Arzeno and             Deposit per             $61,500.00
Bernard Ternus                 Purchase and Sale
898 Route du Beausset          Agreement for Unit
Bandoi                         103
83150
France

Bravo Architects               Architectural           $92,806.45
250 Catalonia Ave. Suite 403   services
Coral Gables, FL 33134         

Civic Construction Company     Litigation pending      $81,440.95
Inc.                           at Case No. 2007-
7144 SW 47 Street              21907-CA-09
Miami, FL 33155

Arrahaim and Esther Engel      Deposit per             $60,000.00
1000 West Avenue, # 911        Purchase and Sale  
Miami Beach, FL 33139          Agreement for Unit
                               503

Peter Hall                     Deposit per             $88,500.00
c/o Michael J. Volpe, Esq.     Purchase and Sale
711 Fifth Avenue South         Agreement for Unit
Naples, FL 34102-6628          104

Don Hayden and                 Deposit per            $200,000.00
Michael Mertens                Purchase and Sale
5928 NE 6th Court              Agreement for
Miami, FL 33137                Units 505 and 506

Keith Hopkins &                Deposit per            $149,000.00
Lisette Marie Fernandez        Purchase and Sale
683 NE 69th Street             Agreement for Unit
Miami, FL 33138                305

                                                                
John Landers III               Deposit per             $63,500.00
844 Belle Meade Island Drive   Purchase and Sale
Miami, FL 33138                Agreement for Unit
                               504

Ben and Vilma Levy             Deposit per             $58,500.00
4 Melville Court               Purchase and Sale
Stony Brook, NY 11790          Agreement for Unit Disputed
                               507

Luis Jose Molla                Deposit per             $77,500.00
900 South Shore Drive          Purchase and Sale
Miami Beach, FL 33141          Agreement for Unit
                               405

Jean Marc Orlando and          Deposit per             $56,500.00
Max Ouaknine                   Purchase and Sale
319 Old Colony Road            Agreement for Unit
Hartsdale, NY 10530            502

Madeleine Romanello            Deposit per             $76,000.00
29 NE 96 Street                Purchase and Sale
Miami, FL 33138                Agreement for Unit
                               102

Ilana Shahar                   Deposit per             $92,250.00
11088 White Hawk Street        Purchase and Sale
Plantation, FL 33324           Agreement for Unit
                               105

Simplikate Systems, LLC        Trade Debt              $75,000.00
2950 North 28th Terr.          
Hollywood, FL 33020          

Francisco Sorrentino and       Deposit per             $58,500.00
Marcelo Cabane                 Purchase and Sale
1735 York Ave., #22 G          Agreement for Unit
New York, NY 10128             404

Suncoast Contracting Corp.     General                $254,000.00
13081 SW 133 Court             contractor/
Attn: Oscar Fernandez          construction services
Miami, FL 33186              

The Continental Group          Trade debt              $83,290.00
2950 NW 28th Terr.           
Hollywood, FL 33020          

George Westring                Deposit per             $67,500.00
1305 San Ignacio Avenue        Purchase and Sale
Miami, FL 33146                Agreement for Unit
                               201

EQUIFIRST NET: Fitch Puts 'BB' Rating on Cl. N3 Under Neg. Watch
----------------------------------------------------------------
Fitch Ratings has taken rating actions on one Equifirst Net
Interest Margin transaction:

Equifirst NIM Trust 2006-EQ1
  -- Class N1 rated 'A-' and placed on Rating Watch Negative;
  -- Class N2 rated 'BBB-' remains on Rating Watch Negative;
  -- Class N3 rated 'BB' and placed on Rating Watch Negative.

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections.


ESTATE FINANCIAL: State Dept. Issues "Desist and Refrain" Order
---------------------------------------------------------------
The Department of Real Estate has filed a "desist and refrain"
order against former Estate Financial Inc. principals, Karen Guth
and Joshua Yaguda, effectively stopping the two from conducting
any real estate business until recent allegations by regulators
against the firm are corrected, according to Tom Pool, spokesman
for the state Department of Real Estate, Melanie Cleveland of the
San Luis Obispo Tribune in California, reports.  

These corrections would include restoring millions of investors'
dollars that the company allegedly reallocated without investor
authorizations out of its mortgage fund, according to Mr. Pool.

The report adds that while the two resigned in July after putting
its mortgage fund into a Chapter 11 bankruptcy reorganization, Ms.
Guth and Mr. Yaguda were still technically able to conduct real
estate business at least until their appeal was heard.

According to the report, in May, the Department of Real Estate
accused the firm of "dishonest dealing", claiming that the firm
routinely advanced investor money toward outstanding construction
loans "without first securing those funds with deeds of trust,
according to documents filed with the state."

A deed of trust is a legal document that dictates the terms of a
loan used to buy a property and transfers the ownership of the
property to a trustee until the loan has been paid off.

Ms. Cleveland goes on to say that other accusations in the state's
original filing include disbursing loan money from one property to
others within the company's loan portfolio without investors'
knowledge or consent, and soliciting investors to buy into
fractionalized loans for three months in 2007 without a Department
of Corporations permit.

The former principals have appealed those allegations.

As reported in the Troubled Company Reporter on on July 10, 2008,
officials of Estate Financial Inc. left their posts a week
following a filing of chapter 11 involuntary petition by investors
and developers.

                       About Estate Financial

Five creditors of Paso Robles, California-based Estate Financial
Inc. filed an involuntary chapter 11 petition against the Debtor
on June 25, 2008 (Bankr. C.D. Calif. Case Number 08-11457).  Judge
Robin Riblet presides over the case. Martin J Brill, Esq.,
represents the petitioners.  Petitioner Steve Gardality asserted a
claim of $6,269,768.

Estate Financial Mortgage Fund, LLC, a debtor-affiliate which is
based in Paso Robles, California, filed a petition for Chapter 11
relief on July 1, 2008 (Bankr. C.D. Calif. 08-11535).  Lewis R.
Landau, Esq. represents Estate Financial Mortgage Fund, LLC as
counsel.  When the Debtor filed for protection from its creditors,
it listed assets of more than $100 million, and debts of $100,000
to $1 million.


FAVRILLE INC: Stockholders' Equity Non-Compliant with Nasdaq Rules
------------------------------------------------------------------
Favrille Inc. received a staff determination letter from The
Nasdaq Stock Market notifying the company that it had not
maintained a minimum $10,000,000 stockholders' equity nor
submitted a sufficient plan to obtain compliance as required
for continued listing on the Nasdaq Global Market under
Marketplace Rule 4450(a)(3).  

Unless the company appeals the determination and requests a
formal hearing with the Nasdaq Listing Qualifications Panel,
trading of the company's common stock on the Nasdaq Global
Market will be suspended at the opening of business on Sept. 25,
2008, and a Form 25-NSE will be filed with the Securities and
Exchange Commission which will remove the company's common stock
from listing and registration on Nasdaq.

The company does not plan to appeal the staff determination.
If the company does not appeal the staff determination, its
common stock may not be immediately eligible to trade on the
OTC Bulletin Boards or the "Pink Sheets."  The company's common
stock may become eligible to trade on the OTC Bulletin Boards or
the "Pink Sheets" if a market maker makes an application to
register in and quote the common stock in accordance with SEC
Rule 15c2-11 and such application is cleared.  Only a market
maker may file a Form 211. It is the company's goal to have its
common stock listed on the OTC Bulletin Boards.  The company is
in discussions with a market maker to submit the Form 211
application on its behalf.

Based in San Diego, California, Favrille Inc. (NASDAQ:FVRL) --
http://www.favrille.com/-- is a biopharmaceutical company  
focused on the development and commercialization of targeted
immunotherapies for the treatment of cancer and other diseases
of the immune system.  The company has developed a technology
that enables it to manufacture active immunotherapy products
that are designed to stimulate a patientÿs immune system to mount
a specific and sustained response to disease.  Favrille's product,
Specifid (mitumprotimut-T, formerly FavId), is an active
immunotherapy for the treatment of B-cell non-Hodgkinÿs lymphoma.  


FEY 240: Tenant Dispute Stalls Filing of Reorganization Plan
------------------------------------------------------------
Fey 240 Noth Brand LLC discloses that it has not submitted a
disclosure statement or plan of reorganization due to an
unresolved dispute between the Debtor and one of its tenants.  The
Debtor insists that it has complied or has been excused from any
requirements pursuant to the U.S. Bankruptcy Code.

As reported in the Troubled Company Reporter on Aug. 27, 2008,
Peter C. Anderson, the U.S. Trustee for Region 16, sought
authority from the U.S. Bankruptcy Court for the Central District
of California to convert Fey 240 North Brand LLC's Chapter 11 case
to a Chapter 7 liquidation proceeding, or in the alternative,
dismiss the Debtor's bankruptcy case.  Court documents filed by
the U.S. Trustee reveal that the Debtor, to date, has not filed a
plan of reorganization or a disclosure statement describing that
plan.

The Debtor and Glendale Career Schools Inc., the tenant, entered
into a lease in 2004 for two floors of the property.  However, the
lease was not to actually commence until numerous contingencies
occured.  As part of the lease and amendments, the tenant was
given a Deed of Trust to secure its potential claims against the
Debtor.  The contingencies never occured, the lease never
commenced, and the tenant never took possession of the premises.

However, the tenant sought to foreclose on its Deed of Trust.  
When the parties were unable to resolve their dispute, the Debtor
filed an action in the Los Angeles Superior Court to enjoin the
foreclosure sale.  The Superior Court issued a Temporary
Restraining Order to delay the foreclosure sale and granted the
Debtor a preliminary injunction to prevent the foreclosure sale.  
However, the Superior Court required a bond of $2 million to be
posted.  When the Debtor was unable to secure the bond, it filed
this matter to prevent the improperly noticed sale from
proceeding, while the dispute was resolved, and a plan of
reorganization could be proposed.

However, a plan cannot be proposed until it is determinded if the
tenant is a valid creditor, a secured creditor or an unsecured
creditor.  In the interim, the debtor is making the payments to
the unsecured creditors, filing the required reports with the
trustee, seeking to lease out the two floors to new tenants, which
along with the present tenant, 24 Hour Fitness, will provide most
likely sufficient cash flow to propose a 100% plan.

Before this matter can proceed further, the dispute with the
tenant needs to be resolve in either the Superior Court or this
Court.

Pasadena, California-based Fey 240 North Brand LLC filed for
Chapter 11 protection on June 30, 2008 (Bankr. C.D. Calif. Case
No. 08-19512).  John P. Schock, Esq., in Glendale, California,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and estimated debts of $10 million to
$50 million.


FIRST FRANKLIN: Fitch Puts 'B' Rating on NIM Trust Under Neg Watch
------------------------------------------------------------------
Fitch Ratings has rating actions on one First Franklin NIM Trust
Net Interest Margin transaction:

First Franklin NIM Trust CI-16 NIM 2006-FF8
  -- Class N-1 rated 'A-', placed on Rating Watch Negative;
  -- Class N-2 rated 'B', placed on Rating Watch Negative.

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections.


FLEETPRIDE CORP: S&P Revises Outlook to Neg. on Rising Leverage
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
FleetPride Corp. to negative from stable and affirmed its 'B'
corporate credit rating and other ratings.  The outlook revision
reflects rising leverage that exceeds S&P's expectations for the
rating.

"The increased leverage has been caused by declines in adjusted
EBITDA and rising debt," said Standard & Poor's credit analyst
Lawrence Orlowski.  As of June 30, 2008, lease-adjusted debt to
EBITDA came to 7.3x, and EBITDA interest coverage stood at 1.3x.  
"At the existing rating, we expect lease-adjusted leverage to drop
to less than 6x," he continued. "Given the slowdown in the economy
and declining truck traffic, demand for aftermarket truck parts
should continue to soften.  Consequently, FleetPride's credit
measures are now less likely to improve in the near future."  
     
The ratings on FleetPride reflect the company's narrow scope of
operations and moderate size (2007 sales were $637 million),
combined with a highly leveraged capital structure and thin cash
flow protection.  FleetPride is the largest independent wholesale
distributor of aftermarket heavy-duty truck and trailer parts in
the U.S.; its revenues are more than two and a half times those of
its next-largest competitor.  Nevertheless, the market is
fragmented.  FleetPride's national market share is about 4% when
original equipment manufacturer dealer networks are included.

FleetPride operates in an intensely competitive industry.  Given
moderate barriers to entry, the company competes against thousands
of independent distributors, and pricing flexibility is limited.  
Consequently, cash flow margins are thin, typical of those of
distribution companies, albeit improving.

FleetPride has a substantial presence in the U.S. and a
comprehensive product offering. The company operates more than 175
branches, serving many customers in diverse end markets.  
FleetPride also has a diverse supplier base; nevertheless, the
company's narrow scope and relatively small size make it more
vulnerable to downturns in the business cycle.
     
Liquidity is constrained but adequate for the rating.  Credit line
financial covenants provide a sufficient cushion for the company
to remain in compliance, even with some downside variation from
its plan.
     
The negative outlook reflects o S&P's  expectation that
distributor market fundamentals will soften as the economy
continues to weaken.  S&P could lower the corporate credit rating
if demand falls significantly, if prices become depressed, or if
operational inefficiencies arise that cause the company's credit
measures to worsen.  For instance, failure to bring debt to EBITDA
below 6x over the next several quarters could justify a downgrade.  
This could occur if EBITDA margins do not increase to 10% from
8.2%.

Alternatively, S&P could revise the outlook to positive or raise
the ratings if EBITDA expansion and deleveraging exceed its
current expectations.


FLIGHT SAFETY: Withdraws Appeal for Securities Delisting on AMEX
----------------------------------------------------------------
Flight Safety Technologies Inc. has withdrawn the appeal it
has filed to contest the decision of the American Stock Exchange
to initiate delisting of the company's common stock and common
stock purchase warrants from the Amex because of the failure of
the company to maintain $4 million of shareholder equity and
losses in three of its four last fiscal years.

Consequently, the company anticipates that the delisting will be
made effective and the Amex will suspend trading in securities of
the company on or about Sept. 29, 2008.  The company intends to
transition its securities for trading to the Over-the-Counter
Bulletin Board by that date, although it can provide no guarantee
or assurance as to whether or when its securities will trade on
the OTCBB, as such trading will depend on, among other things, the
willingness of one or more brokers to make a market in securities
of the company.

               About Flight Safety Technologies Inc.

Based in Mystic, Connecticut, Flight Safety Technologies Inc. --
http://www.flysafetech.com/-- (AMEX:FLT) is engaged in developing    
technologies that enhances aviation safety and efficiency.  These
technologies include Aircraft Wake Safety Management, Sensor for
Optically Characterizing Ring-eddy Atmospheric Turbulence
Emanating Sound, Universal Collision Obviation and Reduced Near-
Miss and Tactical Integrated Illumination Countermeasure
Technology.

As reported by the Troubled Company Reporter on September 2, 2008,
Wolf & Company, P.C. raised substantial doubt about Flight
Technologies Inc.'s ability to continue as a going concern after
auditing the financial statements of the company for the fiscal
year ended May 31, 2008.


FREMONT NET: Fitch Puts Four 'B' Rated NIM Trusts Under Neg. Watch
------------------------------------------------------------------
Fitch Ratings has taken rating actions on three Fremont Net
Interest Margin transactions:

Fremont NIM Trust 2005-D
  -- Class notes rated 'B' and placed on Rating Watch Negative.

Fremont NIM Trust 2006-2
  -- Class N1 rated 'B' and placed on Rating Watch Negative;
  -- Class N2 rated 'B' and placed on Rating Watch Negative.

Fremont NIM Trust 2006-3
  -- Class N1 rated 'B' and placed on Rating Watch Negative

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections.


FORUM HEALTH: Moody's Junks Bond Rating Affecting $146MM Debts
--------------------------------------------------------------
Moody's Investors Service has downgraded the bond rating for Forum
Health (Youngstown, Ohio) to Caa2 from B3, affecting $146 million
of debt as listed at the end of this report.  At this time Moody's
are leaving the rating on Watchlist for potential further
downgrade.

The rating downgrade is based on significant reductions in
unrestricted cash due to further funding of the debt service
reserve fund as required under a master forbearance agreement, due
to continued operating losses and due to the decline in value of
securities held.  The downgrade is also based on the belief of
Moody's that the likelihood of bankruptcy is higher than three
months ago, despite the system's ability to sign a contract with
one of its largest unions.  The Watchlist action reflects the
rating agency's belief if the system files for bankruptcy
protection, a lower rating may be warranted based on estimated
recovery value of the bonds.

Legal Security: Gross revenue pledge and mortgages on the primary
facilities

Interest Rate Derivatives: None

Strengths

  * Large two-hospital system with 29,000 admissions located in
    Youngstown, Ohio area

  * Ability to sign a three-year contract with one of the largest
    unions and receive concessions that will result in savings and
    cost avoidance

Challenges

  * Recent and significant declines in unrestricted cash as
    operating losses continue and the system is required to
    transfer cash to the debt service reserve fund under a master
    forbearance agreement; under the current forbearance
    agreement, Forum may be required to fund an additional $10
    million in the debt service reserve fund by the end of
    September and may be required to fund an additional $11
    million sometime in the fourth quarter 2008.  The further
    reduction of unrestricted cash would only occur if this
    additional funding is required (resulting in a decline of days
    cash on hand from its current level of approximately 37 days
    to as low as approximately 17 days).

  * Transitioning to a permanent management team and development
    of long-term strategies

  * Heavily unionized workforce with about 75% of employees in
    unions, compared with a much smaller portion at Forum's
    primary competitor, and all union contracts expire in 2008 (as
    discussed above, one contract has been renewed)

  * Significant and multi-year declines in inpatient admissions
    and outpatient procedures, particularly at the Western Reserve
    facility (admissions down 20% in 2007 and over 20% in 2008),
    from disruptions related to renegotiating union contracts,
    loss of volumes to the competitor, and economic challenges

  * Continued operating losses through seven months of 2008,
    following notable operating improvement in 2007

  * Competition from a financially strong and equally-sized
    hospital system, which opened a new hospital on August 1, 2007

  * Economically weak service area, characterized by a declining
    population and below-average wealth levels, which have
    resulted in rising self-pay and charity care patients

  * Funding of capital needs in order to remain competitive

Recent Developments/Results

Moody's last rating update was in June 2008, which resulted in a
rating downgrade to B3 from B1; at that time the rating was placed
on Watchlist for further downgrade.  Three additional months of
performance through July 31, 2008 reflect continued operating
losses at the Western Reserve facility, which is driving losses at
the system.  Through seven months of 2008, the system's operating
loss was $7.1 million (-3.1%), compared with $10.9 million in
operating income in the prior period.  Operating cashflow was a
slim $6.1 million (2.6%) through seven months, compared with
$29.8 million in the prior period.  Cashflow from operations (as
indicated on the cashflow statement) was a negative $900,000
through seven months.

The system's operating loss is driven by an $11.8 million
operating loss at Western Reserve, which continues to experience
substantial volume losses.  Admissions declined in 2007 by 20% or
3,600 (600 of which related to the closure of Todd Children's
Hospital) and outpatient surgeries declined by 15% due to
disruptions during union negotiations, the loss of a group of
oncologists, competition, and economic difficulties.  Through
seven months of fiscal year 2008, admissions declined by over 20%
due to the same issues and due to loss of volumes to Humility of
Mary after the opening of a new hospital in Boardman in August
2007 and after Forum's closure of Beeghly Medical Park due to the
sale of this facility in December 2007.

Forum continues to be challenged by its largely unionized
workforce and a history of difficult contract negotiations.  The
system successfully negotiated a new three-year contract with Ohio
Nurses Association for the nurses at Western Reserve and was able
to achieve concessions that will result in savings and cost
avoidance.  The system is in the process of negotiating its other
contracts, all of which expire in 2008.

Unrestricted cash has declined significantly since April 30, 2008.  
As of July 31, 2008, unrestricted cash was $52 million compared to
$78 million as of April 30, 2008.  During this period the debt
service reserve fund increased to $38 million from $27 million.   
The decline in unrestricted cash is due to operating losses,
unrestricted investment valuation losses, capital investments and
required funding of the debt service reserve fund under a master
forbearance agreement.  The agreement requires funding the reserve
fund if certain objectives are not achieved including union
contracts and sale of certain assets.  

Since July, Forum has made another $11 million transfer to the
debt service reserve fund, bringing unrestricted cash down to
approximately $41 million.  Under the current forbearance
agreement Forum may have to fund another $22 million, which would
reduce unrestricted cash to as low as approximately 17 days of
cash on hand.  It should be noted that Forum Health Insurance
Ltd., approved an $8.5 million dividend payment to Forum Health
Services Co., in the fourth quarter of 2008.  This dividend
payment will provide additional unrestricted cash to Forum and
increase the current level of days cash on hand from approximately
37 to 45 days which would assist the system with operating
flexibility.

Forum has been operating under forbearance agreements with its
lenders.  The Series 1997B ($38 million) variable rate bonds are
insured by MBIA and supported by a standby bond purchase agreement
from JPMorgan.  The SBPA expired July 15, 2008, JPMorgan did not
renew the agreement and the bonds converted to a five-year term
loan with $7.5 million in repayment annually.  (Peak debt service
increases to $18 million with the repayment schedule.) The term
loan ends the earlier of (1) five years from commencement; or (2)
the date upon which an Event of Termination shall first have
occurred.  

The SBPA Events of Termination include "a downgrading, suspension
or withdrawal for credit-related reasons for a period of ninety
consecutive days of the rating of the Bond Insurer's financial
strength by each Rating Agency rating the Bond Insurer to below
one of the two top Rating Categories". Moody's financial strength
rating on MBIA is A2.
Outlook

The watchlist action reflects Moody's belief if the system files
for bankruptcy protection, a lower rating may be warranted based
on estimated recovery value of the bonds.

What could change the rating--UP

Given the rating placement on watchlist for potential downgrade, a
rating upgrade is unlikely in the short-term

What could change the rating--DOWN

Further declines in unrestricted cash, bankruptcy filing, payment
default

Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for Forum Health
  -- First number reflects audit year ended December 31, 2006
  -- Second number reflects unaudited results for fiscal year
     ended December 31, 2007

  -- Investment returns smoothed at 6% unless otherwise noted
  -- Non-recurring items eliminated from operating income in 2006
     include a $7.5 million favorable pension curtailment gain,
     $56 million impairment charge, $25 million restructuring
     charge and $6.1 million of other favorable adjustments; non-
     recurring items eliminated in 2007 include $7.9 million in
     favorable insurance reserve adjustments and $9.1 million in
     restructuring charges and $2.3 million in asset impairment

  * Inpatient admissions: 31,865; 29,029
  * Total operating revenues: $493 million; $452 million
  * Moody's-adjusted net revenue available for debt service:
    $32.7 million; $28.9 million

  * Total debt outstanding: $178 million; $164 million
  * Maximum annual debt service (MADS): $14.5 million;
    $14.5 million

  * MADS coverage with reported investment income: 2.5 times;
    2.7 times

  * Moody's-adjusted MADS coverage with normalized investment
    income: 2.3 times; 2.0 times

  * Debt-to-cash flow: 7.4 times; 8.1 times
  * Days cash on hand: 89 days; 68 days
  * Cash-to-debt: 64%; 50%
  * Operating margin: -2.2%; -0.5%
  * Operating cash flow margin: 4.9%; 5.1%

Rated Debt

  -- Series 1997A ($74 million outstanding): rated A2 based upon
     MBIA insurance, Caa2 underlying rating

  -- Series 1997B ($38 million): rated A2/VMIG3 based on MBIA
     insurance and standby bond purchase agreement from JPMorgan
     (as discussed above JPMorgan has not renewed the agreement),
     Caa2 underlying rating

  -- Series 2002A ($26 million): rated Caa2
  -- Series 2002B ($8 million): Letter of credit from Fifth Third
     (expiration March 15, 2009)


GALLERIA V: S&P Cuts Preference Shares Rating to 'CC' from 'CCC-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B, C-1, and C-2 notes, and preferred shares issued by
Galleria V Ltd., a cash flow arbitrage collateralized debt
obligation of structured finance securities transaction managed by
Zais Group LLC.  At the same time, S&P placed the ratings on
classes A-1, A-2, B, C-1, and C-2 on CreditWatch with negative
implications.

The lowered ratings and CreditWatch placements reflect factors
that have negatively affected the credit enhancement available to
support the notes since S&P's last rating action in June 2006.  
This includes a negative migration in the credit quality of the
assets within the collateral pool.  According to the Aug. 8, 2008,
trustee report, 55.13% of the collateral (including those assets
rated 'D', as determined by the trustee) was rated below 'BBB-',
compared with 34.3% in June 2006.  In addition, the adjusted
overcollateralization test continues to fail; the ratio is
currently 84.2%, compared with the minimum requirement of 101.0%.
     
Standard & Poor's will be reviewing the results of the current
cash flow runs generated for Galleria V Ltd. to determine the
level of future defaults the rated classes can withstand under
various stressed default timing and interest rate scenarios, while
still paying all of the interest and principal due on the notes.

S&P will compare the results of these cash flow runs with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the credit
enhancement available.
  
                         Rating Lowered

                         Galleria V Ltd.

                                      Rating
                                      ------
           Class              To                  From               
           -----              --                  ----
           Preference shares  CC                  CCC-     

        Ratings Lowered and Placed on Creditwatch Negative

                          Galleria V Ltd.

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

              Ratings Placed on Creditwatch Negative   

                           Galleria V Ltd.

                                       Rating
                                       ------
            Class              To                  From               
            -----              --                  ----
            A-1                AAA/Watch Neg       AAA
            A-2                AAA/Watch Neg       AAA


GENERAL MOTORS: Diminishing Liquidity Cues Fitch to Junk IDR
------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating of General
Motors by one notch to 'CCC' from 'B-', due to diminishing
liquidity and lack of access to capital.  In Fitch's previous
downgrade, Fitch stated that diminished capacity to refinance
short-term maturities, or Fitch projections that GM would drop
below $15 billion in cash could be cause for further downgrades.

Fitch believes that GM would reach minimum required levels of
available liquidity within the next 12 months without access to
external capital.  Contributing factors include weakening overseas
results and the impact of the credit crisis on GM and GMAC's
ability to finance retail sales.  Continuing operating losses,
restructuring costs and supplier issues will continue to drain
cash at least through 2009, and Fitch expects that General Motors
could reach minimum required levels of cash within the next 12
months without additional capital.

External sources of capital for GM remain limited, indicating that
liquidity drains will accelerate through year-end 2008.  Although
GM's overseas operations remain profitable and growing, the state
of the capital markets and the automotive industry severely limit
the amount of capital that can be raised against these holdings.  
Fitch also believes that General Motors will also seek additional
cooperation from the UAW in altering the financing structure and
timing of the VEBA trust.  Fitch believes that this is likely due
to the fact that in all scenarios, the UAW's interests are best
served by keeping General Motors out of bankruptcy.

Fitch believes that the ability of GM to obtain federal financing
over the near term is highly probable, although the amount, terms,
structure and timing remain uncertain.  Fitch's rating action
incorporates this expectation, indicating that approval of a
federal loan guarantee program is not expected to result in a
rating change.  In all, Fitch believes that GM will be challenged
to raise financing in an amount that exceeds $10 billion, and will
therefore be unable to offset expected liquidity drains over the
next 12 months.

Although General Motors continues to make dramatic reductions in
its cost structure, this progress has not been able to keep pace
with the decline in revenues and has led to accelerated operating
losses. Fitch expects that losses from operations will extend into
2010, as GM attempts to complete the restructuring of its labor
force, manufacturing footprint and product lineup.  With the rapid
migration of the market to more fuel-efficient vehicles, GM's
product lineup will remain misaligned with market demand over the
near term.  International operations continue to add strength to
GM's credit profile, although market weakness in Europe and China
are expected to moderate recent operating results.

In 2010, the industry could benefit from a rebound in economic
conditions and a cyclical trough in industry sales.  In
particular, sales of pickup trucks, where the U.S. manufacturers
continue to dominate the market and reap healthy contribution
margins, could benefit from any improvement in the housing market,
although pickup truck sales are not expected to reach previous
levels.  GM will also benefit from the terms of the UAW health
care agreement in 2010, and more fully realize the fixed-cost
improvements currently being implemented.  

The recent drop in fuel and other commodity prices will also
benefit margins over the near term.  However, the company's debt
load, and the associated financing costs, will continue to
escalate, and will represent a material claim on cash flows going
forward, even as GM's earning capacity diminishes.  Even in the
event of longer term stabilization in negative cash flows, GM is
not expected to be in a position to reduce its debt load over the
near term, a debt load that is expected to exceed $50 billion.

Fitch also remains concerned about the state of the asset-backed
securitization market.  In a period of deteriorating performance,
a weakening consumer, and highly uncertain capital markets, any
limitation on the ability of domestic manufacturers to
economically access this market and/or offer competitive retail
financing could serve to further ratchet down sales and production
volumes, as did the pullback in leasing activity.

Fitch downgraded these:

General Motors
  -- IDR to 'CCC' from 'B-';
  -- Senior Secured to 'B/RR1' from 'BB-/RR1'
  -- Senior unsecured debt to 'CCC-/RR5' from 'CCC+/RR5'.

General Motors of Canada
  -- IDR to 'CCC' from 'B-';
  -- Senior unsecured debt to 'CCC-/RR5' from 'CCC+/RR5'.


GEOEYE INC: Successful Satellite Launch Cues S&P's Positive Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services put its ratings on Dulles,
Virginia-based GeoEye Inc., including the 'B-' corporate credit
rating, on CreditWatch with positive implications.  This also
includes the 'B-' corporate credit rating on subsidiary ORBIMAGE
Inc., which S&P have also placed on CreditWatch Positive.  This
action affects about $250 million of rated debt.
     
The action follows the successful launch of GeoEye-1, the
company's advanced high-resolution imaging satellite, on Sept. 6,
2008. "GeoEye's business plan greatly depends on the successful
operation of this satellite," said Standard & Poor's credit
analyst Naveen Sarma.  The satellite will service the company's
NextView contract with the National Geospatial Intelligence
Agency.  "GeoEye's reliance on GeoEye-1 is further complicated by
the relative age of the company's two existing satellites,
OrbView-2 and IKONOS, both of which are nearing the end of their
useful lives," added Mr. Sarma.  

In resolving the CreditWatch, S&P will evaluate the longer term
operating and financial prospects for GeoEye now that the company
can begin fulfilling the requirements of the NextView contract.


GMACM MORTGAGE: S&P Chips Ratings on Three Classes of Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of mortgage pass-through certificates from GMACM Mortgage
Loan Trust 2003-J10, 2004-AR1, and 2004-AR2.  At the same time,
S&P affirmed its ratings on 138 other outstanding classes from
these and nine other GMACM Mortgage Loan Trust transactions.
     
The downgrades reflect negative current or projected credit
support, which is insufficient to support the ratings at their
previous levels.  Based on the dollar amount of loans currently in
the delinquency pipeline, losses are projected to further reduce
credit support.  In addition, for the classes downgraded to 'CCC',
current credit support may not be sufficient to fully cover
projected losses, due to high delinquencies and adverse collateral
performance.  The seasoning of these deals ranged from 48 months
to 65 months as of the August 2008 distribution period.
     
The affirmations reflect actual and projected credit support
percentages that are sufficient to support the current ratings.  A
senior-subordinate structure provides credit support for these
transactions.
     
The collateral consists primarily of fixed- or adjustable-rate
first-lien mortgage loans secured by one- to four-family
residential properties.

                          Ratings Lowered

GMACM Mortgage Loan Trust 2003-J10
Series 2003-J10
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-2        36185NP20     CCC            B

GMACM Mortgage Loan Trust 2004-AR1
Series 2004-AR1

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
II-B-2     36185NZ52     CCC            B

GMACM Mortgage Loan Trust 2004-AR2
Series 2004-AR2

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-2        36185N4C1     CCC            B


                          Ratings Affirmed

GMACM Mortgage Loan Trust 2003-AR1
Series 2003-AR1

Class      CUSIP         Rating
-----      -----         ------
A-4        36185NYY0     AAA
A-5        36185NYZ7     AAA
A-6        36185NZA1     AAA
X          36185NZB9     AAA
M-1        36185NZE3     AA
M-2        36185NZF0     A
M-3        36185NZG8     BBB
B-1        36185NZH6     BB
B-2        36185NZJ2     B

GMACM Mortgage Loan Trust 2003-AR2
Series 2003-AR2

Class      CUSIP         Rating
-----      -----         ------
A-I-1      36185NF39     AAA
A-II-4     36185NF70     AAA
A-III-2    36185NF96     AAA
A-III-3    36185NG20     AAA
A-III-4    36185NG38     AAA
A-III-5    36185NG46     AAA
A-IV-1     36185NG53     AAA
X-II       36185NG61     AAA
X-III      36185NG79     AAA
M-1        36185NG87     AA
M-2        36185NG95     A
M-3        36185NH29     BBB
B-1        36185NH37     BB
B-2        36185NH45     B

GMACM Mortgage Loan Trust 2003-J1
Series 2003-J1

Class      CUSIP         Rating
-----      -----         ------
A-2        36185NVW7     AAA
A-3        36185NVX5     AAA
A-5        36185NVZ0     AAA
A-6        36185NWA4     AAA
A-9        36185NWD8     AAA
A-10       36185NWE6     AAA
IO         36185NWG1     AAA
PO         36185NWF3     AAA

GMACM Mortgage Loan Trust 2003-J2
Series 2003-J2

Class      CUSIP         Rating
-----      -----         ------
A-2        36185NWS5     AAA
A-7        36185NWX4     AAA
A-9        36185NWZ9     AAA
IO         36185NXC9     AAA
PO         36185NXB1     AAA

GMACM Mortgage Loan Trust 2003-J3
Series 2003-J3

Class      CUSIP         Rating
-----      -----         ------
A-1        36185NXV7     AAA
A-2        36185NXW5     AAA
IO         36185NXY1     AAA
PO         36185NXX3     AAA

GMACM Mortgage Loan Trust 2003-J4
Series 2003-J4

Class      CUSIP         Rating
-----      -----         ------
1-A-1      36185NYH7     AAA
2-A-1      36185NYJ3     AAA
3-A-1      36185NYK0     AAA
IO         36185NYL8     AAA
M-1        36185NYP9     AA
M-2        36185NYQ7     A
M-3        36185NYR5     BBB
B-1        36185NYS3     BB
B-2        36185NYT1     B

GMACM Mortgage Loan Trust 2003-J6
Series 2003-J6

Class      CUSIP         Rating
-----      -----         ------
A-1        36185NZW3     AAA
A-2        36185NZX1     AAA
A-3        36185NZY9     AAA
A-4        36185NZZ6     AAA
A-5        36185NA26     AAA
A-6        36185NA34     AAA
A-7        36185NA42     AAA
A-8        36185NB41     AAA
A-9        36185NB58     AAA
IO         36185NB33     AAA
PO         36185NA59     AAA
M-1        36185NA83     AA
M-2        36185NA91     A
M-3        36185NB25     BBB
B-1        36185NB66     BB
B-2        36185NB74     B

GMACM Mortgage Loan Trust 2003-J7
Series 2003-J7

Class      CUSIP         Rating
-----      -----         ------
A-1        36185NC73     AAA
A-2        36185NC81     AAA
A-3        36185NC99     AAA
A-4        36185ND23     AAA
A-5        36185ND31     AAA
A-6        36185ND49     AAA
A-7        36185ND56     AAA
A-8        36185ND64     AAA
A-9        36185ND72     AAA
A-10       36185ND80     AAA
IO         36185NE22     AAA
PO         36185ND98     AAA
M-1        36185NE55     AA
M-2        36185NE63     A
M-3        36185NE71     BBB
B-1        36185NE89     BB
B-2        36185NE97     B

GMACM Mortgage Loan Trust 2003-J8
Series 2003-J8

Class      CUSIP         Rating
-----      -----         ------
A          36185NH78     AAA
IO         36185NH94     AAA
PO         36185NH86     AAA


GMACM Mortgage Loan Trust 2003-J10
Series 2003-J10

Class      CUSIP         Rating
-----      -----         ------
A-1        36185NM72     AAA
A-2        36185NM80     AAA
A-3        36185NM98     AAA
IO         36185NN30     AAA
PO         36185NN22     AAA
M-1        36185NN63     AA
M-2        36185NN71     A
M-3        36185NN89     BBB
B-1        36185NN97     BB

GMACM Mortgage Loan Trust 2004-AR1
Series 2004-AR1

Class      CUSIP         Rating
-----      -----         ------
I-1-A      36185NX21     AAA
I-2-A      36185NX39     AAA
I-3-A      36185NX47     AAA
I-4-A      36185NX54     AAA
II-1-A     36185NX62     AAA
II-2-A     36185NX70     AAA
II-3-A     36185NX88     AAA
II-4-A     36185NX96     AAA
I-M-1      36185NY38     AA
I-M-2      36185NY46     A
I-M-3      36185NY53     BBB
II-M-1     36185NY61     AA
II-M-2     36185NY79     A
II-M-3     36185NY87     BBB
I-B-1      36185NY95     BB
I-B-2      36185NZ29     B
II-B-1     36185NZ45     BB

GMACM Mortgage Loan Trust 2004-AR2
Series 2004-AR2

Class      CUSIP         Rating
-----      -----         ------
1-A        36185N3R9     AAA
2-A        36185N3S7     AAA
3-A        36185N3T5     AAA
4-A        36185N3U2     AAA
5-A-I      36185N3V0     AAA
5-A-II     36185N4A5     AAA
M-1        36185N3W8     AA
M-2        36185N3X6     A
M-3        36185N3Y4     BBB
B-1        36185N4B3     BB

GMACM Mortgage Loan Trust 2004-J3
Series 2004-J3

Class      CUSIP         Rating
-----      -----         ------
A-1        36185N2Y5     AAA
A-2        36185N2Z2     AAA
A-3        36185N3A6     AAA
A-4        36185N3B4     AAA
A-5        36185N3C2     AAA
A-6        36185N3D0     AAA
A-7        36185N3E8     AAA
A-8        36185N3F5     AAA
A-9        36185N3G3     AAA
A-10       36185N3H1     AAA
IO         36185N3K4     AAA
PO         36185N3J7     AAA
M-1        36185N3N8     AA
M-2        36185N3P3     A
M-3        36185N3Q1     BBB
B-1        36185N2V1     BB
B-2        36185N2W9     B


GREENWICH CAPITAL: S&P Puts 26 Classes of Trust Under Neg. Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 26
classes from Greenwich Capital Commercial Mortgage Trust 2007-RR2  
and LNR CDO VI Ltd.'s series 2007-2 on CreditWatch with negative
implications.
     
The CreditWatch placements follow S&P's preliminary analysis of
the re-REMIC and commercial real estate collateralized debt
transactions with exposure to the Stuyvesant Town and Peter Cooper
Village Apartments loan.  Standard & Poor's preliminary analysis
of the ST/PCV loan indicates a moderate valuation decline since
issuance.  In addition, S&P are concerned about the reserves
associated with the ST/PCV loan, which have decreased more quickly
than S&P initially expected.  Because of the exposure to this
loan, S&P placed its ratings on three commercial mortgage-backed
securities transactions (ML-CFC 2007-5, WBCMT 2007-C30, and WBCMT
2007-C31) on CreditWatch with negative implications.

Two other unrated CMBS transactions (COBALT 2007-2 and ML-CFC
2007-6) also have exposure to the ST/PCV loan, and S&P evaluated
these deals to assess the potential impact on their outstanding
credit estimates.
     
In addition to having exposure to the ST/PCV loan, GCCMT 2007-RR2
and LNR CDO VI each has exposure to CD 2007-CD4, which includes
the Riverton Apartments loan.  Standard & Poor's placed its
ratings on several classes from CD 2007-CD4on CreditWatch negative
after the Riverton Apartments loan was transferred to the special
servicer.

Details of the GCCMT 2007-RR2 transaction are:

According to the Aug. 20, 2008, trustee report, GCCMT 2007-RR2 is
collateralized by 63 classes ($528.7 million) of pass-through
certificates from 29 distinct CMBS transactions issued between
2005 and 2007.  Standard & Poor's rates $383.9 million (73%) of
these assets and maintains credit estimates for the remaining
collateral.  The transaction has not realized any principal losses
to date and none of the assets in the current collateral pool are
first-loss CMBS assets.  The collateral pool includes:

     --- Classes F, G, and H ($30 million, 6%) from ML-CFC
         Commercial Mortgage Trust 2007-5 (ML-CFC 2007-5);

     --- Classes H, J, and K ($30 million, 6%) from Wachovia Bank
         Commercial Mortgage Trust's series 2007-C30 (WBCMT
         2007-C30);

     --- Classes H, J, and K ($29 million, 6%) from Citigroup
         Commercial Mortgage Securities 2007-CD4 (CD 2007-CD4);
         and

     --- Class F ($7 million, 1%) from ML-CFC Commercial Mortgage
         Trust 2007-6 (ML-CFC 2007-6).

Details of the LNR CDO VI transaction are:

According to the Aug. 20, 2008, trustee report, LNR CDO VI is
collateralized by 132 classes ($1.103 billion) of pass-through
certificates from 28 distinct CMBS transactions issued in 2006 or
2007.  Standard & Poor's rates $608.1 million (55%) of the assets
and maintains credit estimates for the remaining collateral.  The
aggregate principal balance of the collateral pool has been
reduced by $300,074 since issuance, all of which was due to
principal losses realized on first-loss CMBS assets.  First-loss
CMBS assets currently represent $349.6 million (32%) of the
collateral pool.  The collateral pool includes:

     --- Classes K through U ($110.9 million, 10%) from Wachovia
         Bank Commercial Mortgage Trust's series 2007-C31 (WBCMT
         2007-C31);

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

     --- Classes H through L ($12.9 million, 1%) from ML-CFC
         2007-6.

Standard & Poor's will resolve the CreditWatch negative placements
after it complete its review of the current liabilities and asset
credit characteristics for each transaction.  S&P evaluated
several other re-REMIC and CRE CDO transactions with exposure to
the ST/PCV loan and the aforementioned five CMBS transactions and
determined that no other rating actions are necessary at this
time. Brascan Structured Notes 2005-2 Ltd. was one of the
transactions S&P evaluated, as it holds mezzanine debt ($25.0
million, 8%) that is secured by the borrower's equity interest in
ST/PCV.

              Ratings Placed on Creditwatch Negative

        Greenwich Capital Commercial Mortgage Trust 2007-RR2
                  CMBS pass-through certificates

                                   Rating
                                   ------
                  Class     To                From
                  -----     --                ----
                  A-2       AAA/Watch Neg     AAA
                  A-3       AA/Watch Neg      AA
                  B         AA-/Watch Neg     AA-
                  C         A+/Watch Neg      A+
                  D         A+/Watch Neg      A+
                  E         A-/Watch Neg      A-
                  F         BBB+/Watch Neg    BBB+
                  G         BBB-/Watch Neg    BBB-
                  H         BB+/Watch Neg     BB+
                  J         BB+/Watch Neg     BB+
                  K         BB/Watch Neg      BB
                  L         BB/Watch Neg      BB
                  M         BB-/Watch Neg     BB-
                  N         B+/Watch Neg      B+
                  O         B/Watch Neg       B
                  P         B-/Watch Neg      B-
                  Q         CCC+/Watch Neg    CCC+

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

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


GS MORTGAGE: Fitch Affirms Cl. N4 NIM Trusts Ratings
----------------------------------------------------
Fitch Ratings has taken rating actions on 1 GS Mortgage Securities
Corp. NIM transactions:

GS Mortgage Securities Corp. 2007-NIM2
  -- Class N2 affirmed at 'BBB-'
  -- Class N3 affirmed at 'BB';
  -- Class N4 affirmed at 'B'.

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections.


GSR MORTGAGE: Moody's Junks Ratings on Nine Classes of Loans
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 29
tranches from 3 Option ARM transactions issued by GSR Mortgage
Loan Trust.  Of these, 11 tranches remain on review for further
possible downgrade.  Additionally, 3 senior tranches were
confirmed at Aaa.  The collateral backing these transactions
consists primarily of first-lien, adjustable-rate, negatively
amortizing Alt-A mortgage loans.

Ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  
Certain tranches were confirmed due to additional enhancement
provided by structural features.  The actions described below are
a result of Moody's on-going review process.

Complete rating actions are:

Issuer: GSR Mortgage Loan Trust 2006-OA1

  -- Cl. 1-A-1, Downgraded to A2 from Aaa
  -- Cl. 2-A-1, Confirmed at Aaa
  -- Cl. 2-A-2, Confirmed at Aaa
  -- Cl. 2-A-3, Downgraded to A3 from Aaa
  -- Cl. 3-A-1, Confirmed at Aaa
  -- Cl. 3-A-2, Downgraded to A3 from Aaa
  -- Cl. M-1, Downgraded to B1 from A3
  -- Cl. M-2, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Ba3
  -- Cl. M-5, Downgraded to Caa3 from B2
  -- Cl. M-6, Downgraded to Ca from B3
  -- Cl. M-7, Downgraded to Ca from Caa1

Issuer: GSR Mortgage Loan Trust 2007-OA1

  -- Cl. 1A-2, Downgraded to Baa3 from Aaa
  -- Cl. 2A-M, Downgraded to Baa3 from Aaa
  -- Cl. M-1, Downgraded to Ba1 from Aaa
  -- Cl. M-2, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from B1
  -- Cl. M-8, Downgraded to Ca from B1
  -- Cl. M-9, Downgraded to Ca from B2

Issuer: GSR Mortgage Loan Trust 2007-OA2

  -- Cl. A-2, Downgraded to Ba1 from Aaa
  -- Cl. B-1, Downgraded to B1 from Aa1
  -- Cl. B-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-6, Downgraded to Ca from Ba2
  -- Cl. B-7, Downgraded to Ca from B2


HARBORVIEW NET: Fitch Affirms Ratings on 21 Classes of NIM Trusts
-----------------------------------------------------------------
Fitch Ratings has taken the actions on 13 HarborView Net Interest
Margin Trust transactions:

HarborView NIM CI-2 Notes, Series 2006-7
  -- Class N3 affirmed at 'BB';
  -- Class N4 affirmed at 'B';

HarborView NIM CI-3 Notes, Series 2006-8
  -- Class N4 affirmed at 'B';

HarborView NIM CI-4 Notes, Series 2006-9
  -- Class N2 affirmed at 'BBB-';
  -- Class N3 affirmed at 'BB';
  -- Class N4 affirmed at 'B';

HarborView NIM CI-6 Notes, Series 2006-10
  -- Class N3 rated 'BB' and placed on Rating Watch Negative;
  -- Class N4 rated 'B' and placed on Rating Watch Negative;

HarborView NIM CI-9 Notes, Series 2006-12
  -- Class N2 affirmed at 'BBB-';
  -- Class N3 affirmed at 'BB';
  -- Class N4 rated 'B' and placed on Rating Watch Negative;

HarborView NIM CI-8 Notes, Series 2006-14
  -- Class N2 affirmed at 'BBB-';
  -- Class N3 affirmed at 'BB';
  -- Class N4 affirmed at 'B';

HarborView NIM CI-5 Notes, Series 2006-SB1
  -- Class N1 rated 'A-' and placed on Rating Watch Negative;
  -- Class N2 rated 'BBB-' and placed on Rating Watch Negative;
  -- Class N3 rated 'BB' and placed on Rating Watch Negative;
  -- Class N4 rated 'B' and placed on Rating Watch Negative;

HarborView NIM CI-10 Notes, Series 2007-1
  -- Class N2 affirmed at 'BBB-';
  -- Class N3 affirmed at 'BB';
  -- Class N4 affirmed at 'B';

HarborView NIM CI-11 Notes, Series 2007-2
  -- Class N4 affirmed at 'B';

HarborView NIM CI-12 Notes, Series 2007-3
  -- Class N1 rated 'A' and placed on Rating Watch Negative;
  -- Class N2 rated 'BBB-' and placed on Rating Watch Negative;
  -- Class N3 rated 'BB' and placed on Rating Watch Negative;
  -- Class N4 rated 'B' and placed on Rating Watch Negative;

HarborView NIM CI-13 Notes, Series 2007-4
  -- Class N3 affirmed at 'BB';
  -- Class N4 affirmed at 'B';

HarborView NIM CI-14 Notes, Series 2007-5
  -- Class N3 affirmed at 'BB';
  -- Class N4 affirmed at 'B';

HarborView NIM CI-15 Notes, Series 2007-6
  -- Class N3 affirmed at 'BB';
  -- Class N4 affirmed at 'B'.

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections.


HINES HORTICULTURE: Hines Nurseries' Schedules of Assets & Debts
----------------------------------------------------------------
Hines Nurseries, Inc., a wholly owned subsidiary of Hines
Horticulture, Inc. filed with the U.S. Bankruptcy Court for the
District of Delaware, its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------            ------------   ------------
  A. Real Property               $ 61,411,087
  B. Personal Property            167,819,916
  C. Property Claimed as
     Exempt
  D. Creditors Holding                          $ 36,054,784
     Secured Claims                                       
  E. Creditors Holding         
     Unsecured Priority
     Claims                                       
  F. Creditors Holding
192,643,808                       
     Unsecured Non-priority
     Claims                                               
                                  -----------    -----------
     TOTAL                       $229,231,003   $228,698,592

                    About Hines Horticulture

Headquartered in Irvine, California, Hines Horticulture, Inc. --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.  As of August 2008, the Debtors employed about 1,600
workers.

The company and its affiliate, Hines Nurseries, Inc., filed for
Chapter 11 protection on Aug. 20, 2008 (Bankr. D. Del. Case No.
08-11922).  Anup Sathy, Esq., and Ross M. Kwasteniet, Esq., at
Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Robert S. Brady, Esq., and Edmon L.
Morton, Esq., at Young, Conaway, Stargatt & Taylor, serve as the
Debtors' co-counsel.  The Debtors selected Epiq Bankruptcy
Solutions LLC as their voting and claims agent, and Financial
Balloting Group LLC as their securities voting agent.  When the
Debtors filed for protection against their creditors, they listed
assets and debts of between $100 million and $500 million each.


HOME INTERIORS: Sale of Dallas Woodcraft to Myron Bowling Approved
------------------------------------------------------------------
William Rochelle of Bloomberg News reports that the U.S.
Bankruptcy Court for the Northern District of Texas authorized
Home Interiors & Gifts, Inc., and its debtor-affiliates to sell
assets of its Dallas Woodcraft Co. affiliate for $652,000 to Myron
Bowling Auctioneers, Inc.

No buyer was under contract when the Debtors set up the sale
process, according to the report.

The Debtors, according to the report, filed a plan and disclosure
statement along with their Chapter 11 petitions.  A hearing for
approval of the disclosure statement, according to the report, was
pushed back most recently until Sept. 18 until it was canceled.

                      About Home Interiors

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

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

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


IMAGEWARE SYSTEMS: Reports $1.2 Million Net Loss in June 2008
-------------------------------------------------------------
Imageware Systems Inc. reported $1,287,000 net loss on total
revenues of $1,667,000 for the quarterly period ended June 30,
2008, compared to $1,481,000 net loss on revenues of $1,778,000
for the same period a year earlier.

The company's condensed consolidated balance sheets showed
$7,937,000 in total assets and $7,611,000 in total liabilities
resulting in a $326,00 stockholders' equity.

The company said that it received on April 25, 2008, a letter from
the American Stock Exchange advising that a Listing Qualifications
Panel of the AMEX Committee on Securities had affirmed the
determination of the staff of the Listing Qualifications
Department of AMEX to delist the company's common stock from AMEX
as a result of its failure to comply with:

  -- Section 1003(a)(ii) of the AMEX Company Guide because the
     company has shareholders' equity of less than $4 million and
     has sustained losses from continuing operations and net
     losses in three out of four of the company's most recent
     fiscal years; and

  -- Section 1003(a)(iii) of the Company Guide, because the
     company has shareholders' equity of less than $6 million
     and has sustained losses from continuing operations and net
     losses in five of its most recent fiscal years.

On May 5, 2008 the company's common stock was delisted from AMEX.  
The company's common stock is nowtrading on the Over-The-Counter-
Bulletin Board under the ticker symbol "IWSY".

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://ResearchArchives.com/t/s?3289

                      Going Concern Doubt

Stonefield Josephson, Inc. of Loss Angeles, California, expressed
substantial doubt about Imageware Systems Inc.'s ability to
continue as a going concern after auditing the company's
consolidated balance sheets for the years ended Dec. 31, 2007, and
2006.  The firm reported that the company has significant net
losses and monetary liabilities.

The firm said that the company have limited cash resources and it
will require financing to fund its anticipated working capital
requirements for at least the next twelve months.  If it is not
able to generate positive cash flows from operations in the near
future, it will be required to seek additional funding through
public or private equity or debt financing, the firm continued.


INTERMET CORP: Pays Utility Bills in Palmyra and Monroe City
------------------------------------------------------------
Intermet Corp. has paid its utility bills in Palmyra and Monroe
City, Hannibal Courier-Post reported Thursday.  Intermet filed for
Chapter 11 protection in August, its second filing since emerging
from bankruptcy in 2005.

The Debtor issued a check for $246,751 to Monroe City.  Palmyra
received a check for $143,123.  The payment of the utility bills
was with an order by the U.S. Bankruptcy Court for the District of
Delaware.

The report adds that local officials say the company did not pay
its utility fees to the two cities when it first filed for
bankruptcy on Sept. 29, 2004.  The firm has 232 workers in Monroe
City and 115 in Palmyra.

                        About Intermet Corp.

Based in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The company and its debtor-
affiliates filed for chapter 11 protection on Aug. 12, 2008
(D. Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' counsel.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq. and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims, notice and balloting agent.  An Official
Committee of Unsecured Creditors has been formed in this case.

When the Debtors filed for protection from their creditors, they
listed assets of between $50 million and $100 million and debts of
between $100 million and $500 million.

This is the Debtors' second bankruptcy filing.  Intermet Corp.,
along with its debtor-affiliates, filed for Chapter 11 protection
on Sept. 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597 through
04-67614).  Salvatore A. Barbatano, Esq., at Foley & Lardner LLP,
represents the Debtors.  When the Debtors filed for protection
from their creditors, they listed $735,821,000 in total assets and
$592,816,000 in total debts.  Intermet Corporation emerged from
this first bankruptcy filing in November 2005.


JOE GIBSON: Asks Court Approval to Sell Portion of Joe Gibson Auto
------------------------------------------------------------------
Joe Gibson Auto World, Inc. and Joe Gibson Automotive, Inc. have
requested the U.S. Bankruptcy Court for the District of Southern
Carolina for authority to sell a portion of Joe Gibson Auto World
to another Spartanburg auto dealer, Craig Peters of the  
Spartanburg Herald Journal reports.

Attorney G. William McCarthy, Jr. identifies Jay Wakefield,
president of Wakefield Buick Pontiac GMC, as the potential buyer
for the Joe Gibson Suzuki franchise on West Main Street.  The
documents list the "combined approximate purchase price" at
$3,091,605.

Mr. Wakefield said Wednesday night that other potential purchasers
may make offers until early next month, but said "if the
opportunity comes, we'll move at that time."

"We're looking forward to the opportunity and hope we can work
with all the current owners and take care of all their automotive
needs," Mr. Wakefield said.  "We're always looking for
opportunities.  There's a lot of Suzuki owners that need a place
to get their vehicles serviced."

The proposed sale of the Suzuki franchise is subject to "higher or
better offers."  The sale hearing is scheduled on Oct. 10.

Both Joe Gibson dealerships closed on Aug. 2 after each filed for
Chapter 11 bankruptcy protection on July 16 after more than 100
lawsuits piled up against the dealerships and owner Paul Michael
"Joe" Gibson.

Mitsubishi Motors Credit of America MMCA, which removed dozens of
vehicles from the Mitsubishi lot at 489 W. Main St. on Tuesday,  
has a secured claim of more than $5.5 million, and First National
Bank of the South has a lien of more than $1.2 million.

As reported in the Troubled Company Reporter on Sept 11, 2008, the
Court delayed until 9:30 a.m. of Oct. 10 the consideration of
motions to convert the Debtors' cases to Chapter 7, to appoint a
U.S. Trustee or to dismiss the case.

                        About Joe Gibsons

Joe Gibson's Auto World, Inc. and Joe Gibson Automotive, Inc.
filed separate voluntary petitions under Chapter 11 on July 16,
2008 (Bankr. D. S.C. Case Nos. 08-04215 and 08-04216).  G. William
McCarthy, Jr., Esq., represents the Debtors in their restructuring
efforts.  When Joe Gibson's Auto World, Inc. filed for protection
from its creditors, it listed assets of between $1,000,0000 and
$10,000,000, and debts of between $10,000,0000 and $50,000,000.


JOHNSTON SHIELD: Hearing Board Lifts Ban on Two Auto Dealerships
----------------------------------------------------------------
Owners of Wildcat Mitsubishi in Tucson and Ideal Automotive Group
in Sierra Vista, two Southern Arizona auto dealerships, which were
forbidden in May from selling cars to local soldiers due to
questionable business practices, have persuaded a hearing panel at
Fort Huachuca on Tuesday to lift the ban, the Arizona Daily Star
reported on Sept. 17.  The decision will be reviewed after 90
days.

According to the Arizona Star, Johnston Shield Inc., the
dealerships' parent firm, is under investigation by Arizona's
attorney general for its business dealings.

The report adds that Fort Huachuca officials said in May, when the
ban was put in place, the action was in response to complaints
that soldiers had been cheated, threatened or misled when buying
vehicles.

"I thought the board was very generous" in agreeing to lift the
ban, Col Melissa Sturgeon, Fort Huachuca's garrison commander,  
said.  "We'll be watching them very closely," she added.

The report adds that the Arizona Department of Financial
Institutions said Tuesday that for the past two years, Ideal
Automotive and Wildcat Mitsubishi continue to operate without
state licenses required for auto dealerships involved in vehicle-
financing transactions.  Ideal had reapplied for the license in
July, an official said.

Phoenix, Arizona-based Johnston Shield Inc., and debtor-
affiliate, Johnston-Shield Properties, LLC, filed for Chapter 11
protection on July 10, 2008 (Bankr. D. Ariz. Case No. 08-08474).  
Franklin D. Dodge, Esq., represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed assets and debts of both $1 million
to $100 million.


KRISPY KREME: Posts $1.9 Million Net Loss in Qtr. Ended Aug. 3
--------------------------------------------------------------
Krispy Kreme Doughnuts, Inc., reported that for the second quarter
of fiscal 2009, ended August 3, 2008, it incurred a net loss $1.9
million, compared to a net loss of $27.0 million in the second
quarter last year.  While a number of factors affected results for
the quarter compared to the second quarter of last year, the
largest single factor was that results for the second quarter of
last year included impairment charges and lease termination costs
of $22.1 million.

Total revenues for the second quarter decreased 9.5% to
$94.2 million compared to $104.1 million in the second quarter
last year.  The decline in revenues reflects decreases in Company
Stores and KK Supply Chain revenues, partially offset by an
increase in Franchise revenues.  Company Stores revenues decreased
13.5% to $65.1 million. Within this segment,
on-premises revenues fell 10.5% in total -- 4.1% on a same-store
basis -- and off-premises revenues fell 15.7% compared to the
second quarter last year.  KK Supply Chain revenues declined 5.1%
to $22.5 million, and Franchise revenues rose 30.1% to $6.6
million.

As of August 3, 2008, the company's consolidated balance sheet
reflected cash and debt of approximately $33.2 million and
$75.4 million.  The company's total assets reach $208,617,000
while total shareholders' equity is $63,719,000.

During the second quarter of fiscal 2009, 31 new Krispy Kreme
stores, comprised of five factory stores and 26 satellites, were
opened systemwide, and seven stores, comprised of five factory
stores and two satellites, were closed systemwide.  This brings
the total number of stores systemwide at quarter end to 494,
consisting of 286 factory stores and 208 satellites.  The net
increase of 24 stores in the quarter reflects a net increase of 29
international stores and a net decrease of five domestic stores.
All 31 new stores were opened by franchisees. Approximately 80% of
total stores are operated by franchisees, and over half are
located outside the United States.

Second quarter systemwide sales increased 3.9% from the second
quarter of last year. The growth in systemwide sales was entirely
attributable to growth in sales by international franchisees; the
domestic component of systemwide sales fell in the second quarter
compared to the second quarter last year, principally due to store
closures over the past 12 months.

"We are not satisfied with our financial results for the second
quarter," said Jim Morgan, Chairman, President and Chief Executive
Officer. "Some of the shortfall was due to external factors, but
we must move forward on implementing our key strategic initiatives
in order to achieve the positive long-term results we believe are
possible." Those initiatives are:

   * Building new small retail concept shops in select company
     markets to bring our signature doughnuts closer to consumers
     and to establish the economics of the domestic hub-and-spoke
     model;

   * Bringing intense focus to the basics of shop operations to
     improve both the consumer experience and our financial
     results;

   * Developing, testing and deploying new menu offerings to give
     consumers more reasons to visit Krispy Kreme;

   * Improving how we do business in the off-premises channel,
     which has particular revenue and cost pressures;

   * Building on our successes in international franchise
     development, to which we are devoting additional resources;

   * Enhancing franchisee operational support both domestically
     and internationally; and

   * Providing increased Supply Chain support to an increasingly
     global business and improving franchisee service levels and
     economics.

"A weakening economy, combined with rising fuel and agricultural
commodity prices adversely affected us in the quarter," Mr. Morgan
continued, "but it's our task to operate successfully no matter
the headwinds. Although our near term results may continue to be
uneven, we have talented and dedicated employees who are working
hard to implement the further improvements necessary for us to be
successful for the long term."

Many factors could adversely affect the company's business. In
particular, the company is vulnerable to further increases in the
cost of raw materials and fuel, which could adversely affect the
company's operating results and cash flows.  In addition, several
franchisees have been experiencing financial pressures which, in
certain instances, have become exacerbated in recent quarters.
Royalty revenues and most of KK Supply Chain revenues are directly
related to sales by franchise stores and, accordingly, the success
of franchisees' operations has a direct effect on the company's
revenues, results of operations and cash flows.

Systemwide sales, a non-GAAP financial measure, include sales by
both company and franchise stores. The company believes systemwide
sales data are useful in assessing the overall performance of the
Krispy Kreme brand and, ultimately, the performance of the
company. The company's consolidated financial statements include
sales by company stores, sales to franchisees by the KK Supply
Chain business segment and royalties and fees received from
franchisees, but exclude sales by franchise stores to their
customers.

The company has guaranteed certain loans and leases from third-
party financial institutions on behalf of Equity Method
Franchisees, primarily to assist the franchisees in obtaining
third-party financing.  The loans are collateralized by certain
assets of the franchisee, generally the Krispy Kreme store and
related equipment.  The company's contingent liabilities related
to these guarantees totaled $13.3 million and $17.5 million at
August 3 and February 3, 2008.  These guarantees require payment
from the company in the event of default on payment by the
respective debtor and, if the debtor defaults, the company may be
required to pay amounts outstanding under the related agreements
in addition to the principal amount guaranteed, including accrued
interest and related fees. At the time the guarantees were issued,
the company determined the fair value of the guarantees was
immaterial and, accordingly, no amount was reflected for the
liabilities in the consolidated balance sheet.

The aggregate recorded liability for loan and lease guarantees
totaled $3.2 million as of August 3, 2008, and is included in
accrued liabilities in the accompanying consolidated balance
sheet.

One of the company's lenders had issued letters of credit on
behalf of the company totaling $18.2 million at August 3, 2008,
the substantial majority of which secure the company's
reimbursement obligations to insurers under the company's self-
insurance arrangements.

A full-text copy of Krispy Kreme's Form 10-Q is available for free
at http://researcharchives.com/t/s?324c

                         About Krispy Kreme

Headquartered in Winston-Salem, North Carolina, Krispy Kreme
Doughnuts Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/--
is a retailer and wholesaler of doughnuts.  The company's
principal business, which began in 1937, is owning and franchising
Krispy Kreme doughnut stores where over 20 varieties of doughnuts
are made, sold and distributed and where a broad array of coffees
and other beverages are offered.

As of August 3, 2008, there were 494 Krispy Kreme stores operated
systemwide in the United States, Australia, Canada, Hong Kong,
Indonesia, Japan, Kuwait, Mexico, the Philippines, Puerto Rico,
Qatar, Saudi Arabia, South Korea, the United Arab Emirates and the
United Kingdom, of which 100 were owned by the company and 394
were owned by franchisees. Of the 494 stores, 286 were factory
stores and 208 were satellites; 234 stores were located in the
United States and 260 were located in other countries.

                          *     *     *

Standard & Poor's placed Krispy Kreme Doughnuts Inc.'s long term
foreign and local issuer credit ratings at 'B-' in September 2007.  
The ratings still hold to date with a negative outlook.


LAKE AT LAS VEGAS: May Employ KTB&S as Reorganization Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada granted Lake
at Las Vegas Joint Venture, LLC and its debtor-affiliates
authority to employ Klee, Tuchin, Bogdanoff & Stern LLP (KTB&S) as
their reorganization counsel.

The Court also authorized KTB&S to transfer $50,000 of its
Chapter 11 retainer to the Schwartzer & McPherson Law Firm, the
Debtors' proposed bankruptcy counsel, for use as a security
retainer.

As the Debtors' reorgnization counsel, KTB&S will:

  a. advise the Debtors regarding matters of bankruptcy law;

  b. represent the Debtors in proceedings or hearings in the
     Bankruptcy Court involving matters of bankruptcy law;

  c. assist the Debtors with the negotiation, documentation and
     any necessary Court approval of transactions disposing of
     property of the estates;

  d. advise the Debtors concerning the requirements of the
     Bankruptcy code, and federal and local rules relating to the
     administration of these cases, and the effect of these cases
     on the operations of the Debtors; and

  e. assist the Debtors in the negotiation, preparation,
     confirmation, and implementation of a chapter 11 plan.

KTB&S has represented the Debtors since December 2007, and as a
consequence, has become intimately familiar with the Debtors and
their affairs.

KTB&S received retainers from the Debtors in the amounts of
$300,000, $500,000, $200,000, $150,000 and $100,000 on or about
Jan. 10, 2008, Feb. 22, 2008, June 24, 2008, July 16, 2008, and
July 18, 2008, respectively.  As of the petition date, $195,875 of
the foregoing remained on deposit (including interest) in a client
trust account.

The firms' professionals bill:

                                Hourly Rate
                                -----------
            Partners            $550 - $925
            Associates          $365 - $550
            Paralegal              $195

Thomas E. Patterson, Esq., a partner at KTB&S, assured the Court
that the firm and its professionals are disinterested persons who
do not hold or represent an interest adverse to the Debtors or
their estates.

                     About Lake at Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of  
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Schwartzer & McPherson Law
Firm is the Debtors' proposed local counsel.  

Santoro, Driggs, Walch, Kearney, Holley & Thompson is the Debtors'
proposed special litigation counsel.  Munger, Tolles & Olson LLP
is the Official Committee of Unsecured Creditors' proposed lead
counsel.  McDonald Carano Wilson LLP is the Creditors Committee's
proposed local counsel.  


LEHMAN BROTHERS: Cleveland Apartment Unit Files for Bankruptcy
--------------------------------------------------------------
Tiffany Kary of Bloomberg News reports that PAMI Statler Arms LLC
-- an affiliate of Lehman Brothers Holdings, Inc. -- filed for
Chapter 11 protection in the United States Bankruptcy Court for
the Southern District of New York on Sept. 23, 2008.

Cleveland, Ohio-based PAMI Statler Arms, LLC, owns and manages
apartment complex unit.  In its petition, the Debtor listed
$20 million in assets and $38.5 million in liabilities.

                      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).

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.

Dennis F. Dunne, Esq., Luc A. Despins, Esq., and Wilbur F. Foster,
Jr., Esq., at MILBANK, TWEED, HADLEY & McCLOY LLP, in New York,
and Paul Aronzon, Esq., and Gregory A. Bray, Esq., at MILBANK in
Los Angeles, California, represent the official unsecured
creditors committee.

                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 have 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: Case Summary & 49 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lehman Brothers Holdings, Inc.
        745 Seventh Avenue
        New York, NY 10019

Bankruptcy Case No.: 08-13555

Type of Business: The Debtor is an investment bank.  The
                  company serves the financial needs of
                  corporations, governments and municipalities,
                  institutional clients, and high net worth
                  individuals worldwide.  Founded in 1850, Lehman
                  Brothers is involved in equity and fixed income
                  sales, trading and research, investment banking,
                  private investment management, asset management
                  and private equity.  The company operates in
                  three segments: Capital Markets, Investment
                  Banking, and Investment Management.  It has
                  regional headquarters in London and Tokyo, and
                  operates in a network of offices around the
                  world.  It had about 28,000 full-time employees.  

                  See: http://www.lehman.com/  

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
LB 745 LLC                                         08-13600
PAMI Statler Arms LLC                              08-13664

Chapter 11 Petition Date: September 15, 2008

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Harvey R. Miller, Esq.
                  harvey.miller@weil.com
                  Richard P. Krasnow, Esq.
                  Lori R. Fife, Esq.
                  Shai Y. Waisman, Esq.
                  Jacqueline Marcus, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: (212) 310-8000
                  Fax: (212) 310-8007
                  http://www.weil.com/  

                  Total Assets           Total Debts
                  ------------           -----------
Lehman Brothers   $639 billion            $613 billion

LB 745            More than $1 billion    More than $1 billion

PAMI Statler      $20 million             $38 million

A. Lehman Brothers' 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Citibank, N.A., as indenture   bond debt         $138,000,000,000
trustee, and The Bank of New
York Mellon Corporation (with
respect to the Euro Medium
Term Notes only, as indenture
trustee, under the Lehman
Brothers Holdings. Senior
Notes.

Citibank, N.A.
399 Park Avenue
New York, NY 10043
Attn: Wafaa Orfy
Tel: (800) 422-2066
Fax: (212) 816-5773

The Bank of New York
One Canada Square
Canary Wharf, London E14 5AL
Attn: Raymond Morison
Tel: 44-207-964-8800

The Bank of New York           bond debt          $15,000,000,000
Mellon Corporation, as
indenture trustee under the
Lehman Brothers Holdings
Inc. subordinated debt.

The Bank of New York
Mellon Corporation
101 Barclay Street
New York, NY 10286
Attn: Chris O'Mahoney
Tel: (212) 815-4107
Fax: (212) 815-4000

AOZORA                         bank loan          $463,000,000
1-3-1 Kudan-Minami
Chiyoda-ku, Tokyo 102-8660
Tel: 81-3-5212-9631
Fax: 81-3-3265-9810

Mizuho Corporate Bank Ltd.     bank loan          $289,000,000
Global Syndicated Financi
Division
1-3-3, Marunochi, Chiyoda-ku
Tokyo, Japan 100-8210

Timothy White
Managing Director - Head of
Originations Corporate and
Investment Bank Department
1251 Avenue of the Americas
32nd floor
New York, NY 10020-1104
Tel: (212) 282-3360
Fax: (212) 282-4487

Citibank N.A. Hong Kong        bank loan          $275,000,000
Branch
Financial Institutions Group
Asia Pacific
44f Citibank Tower
3 Garden Rd.
Central Hong Kong

Michael Mauerstein
MD - FIG
388 Greenwich Street
New York, NY 10013
Tel: (212) 816-3431

BNP Paribas                    bank loan          $250,000,000
787 7th Avenue
New York, NY 10019
Tel: (212) 841-2084

Shinesi Bank Ltd.              bank loan          $231,000,000
1-8, Uchisaiwaicho 2-
Chome
Chiyoda-ku, Tokyo 100-8501
Tel: 81-3-5511-5377
Fax: 81-3-4560-2834

UFJ bank Limited               bank loan          $185,000,000
2-7-1, Marunouchi
Chiyoda-ku, TKY 100-8388

Stephen Small
vice president
head of financial
institutions
Bank of Tokyo-Mitsubishi
UFJ Trust Company
1251 Avenue of the Americas
New York, New York
10020-1104
Tel: (212) 782-4352
Fax: (212) 782-6445

Sumitomo Mitsubishi            bank loan          $177,000,000
Bank Corp.
13-6 Nihobashi-
Kodenma-Cho, Chuo-ku,
Tokyo, 103-0001

Yas Imai
Senior Vice President
Head of Financial
Institution Group
Sumitomo Mistui Banking
Corporation
277 Park Avenue
New York, NY 10172
Tel: (212) 224-4031
Fax: (212) 224-4384

Svenska Handelsbanken          letter of credit   $140,610,543
153 E. 53rd St., 37th floor
New York, NY 10022
Tel: (212) 258,9487

KBC Bank                       letter of credit
$100,000,000           
125 W. 55th St.
New York, NY 10019
Tel: (212) 258-9487

Mizuho Corporate Bank Ltd.     bank loan          $93,000,000
1-3-3, Marunouchi
Chiyoda-ku, TKY 100-8219

Timothy White
Managing Director - Head of
Originations Corporate and
Investment Bank Department
1251 Avenue of the Americas
32nd floor
New York, NY 10020-1104
Tel: (212) 282-3360

Shinkin Central Bank           bank loan          $93,000,000
8-1, Kyobashi 3-Chome
Chuo-ku, Tokyo 104-0031

Shuji Yamada
Deputy General Manager
Financial Institution Dept.
Shinkin Central Bank
3-7, Yaesu 1-chome, Chuo-ku
Tokyo 104-0028
Tel: 81-3-5202-7679
Fax: 81-3-3278-7051

The Bank of Nova Scotia        bank loan          $93,000,000
Singapore Branch
1 Raffles Quay #201-01
One Raffles Quay North
Tower
Singapore 0485583

George Neofitidis
Director Financial
Institutions Group
One Liberty Plaza
New York, NY 10006
Tel: (212) 225-5379
Fax: (212) 225-5254

Chuo Mitsui Trust & Banking   bank loan           $93,000,000
3-33-1 Shiba, Minato-ku,
Tokyo, 105-0014
Tel: 81-3-5232-8953
Fax: 81-3-5232-8981

Lloyds Bank                   letter of credit    $75,381,654
1251 Avenue of the Americas
39th Floor
P.O. Box 4873
New York, NY 10163
Tel: (212) 930-8967
Fax: (212) 930-5098

Hua Nan Commercial Bank       bank loan           $59,000,000       
Ltd.
38 Chung-King South
Road Section 1
Taipei, Taiwan

Bank of China                 bank loan           $50,000,000
New York Branch
410 Madison Avenue
New York, NY 10017
Tel: (212) 936-3101
Fax: (212) 758-3824

Nippon Life Insurance Co.     bank loan           $46,000,000
1-6-6, Marunouchi,
Chiyoda-ku, Tokyo 100-8288

Takayuki Murai
Deputy General Manager
Corporate Finance Dept. #1
Nippon Life Insurance Co.
Tel: 81-3-5533-9814
Fax: 81-3-5533-5208

ANZ Banking Group             bank loan           $44,000,000
Limited
18th Floor Kyobo Building
1 Chongro 1 Ku,
Chongro Ka,
Seoul, Korea

Michael Halevi
Director, Financial
Institutions
ANZ Banking Group
1177 Avenue of Americas
New York, NY 10036
Tel: (212) 810-9871
Fax: (212) 801-9715

Standard Chartered Bank       bank loan           $41,000,000
One Madison Avenue
New York, NY 10010-3603

Bill Hughes
SVP-FIG
Standard Chartered bank
One Madison Avenue
New York, NY 10010-3603
Tel: (212) 667-0355
Fax: (212) 667-0273

Standard Chartered Bank       letter of credit    $36,114,000
One Madison Avenue
New York, NY 10010-3603

Bill Hughes
SVP-FIG
Standard Chartered bank
One Madison Avenue
New York, NY 10010-3603
Tel: (212) 667-0355
Fax: (212) 667-0273

First Commercial Bank         bank loan           $25,000,000
Co. Ltd.
New York Agency
750 3rd Avenue, 34th Floor
New York, NY 10017

Jason C. Lee
Deputy General Manager
First Commercial Bank Co.
Ltd.
New York Agency
750 3rd Avenue, 34th Floor
New York, NY 10017
Tel: (212) 599-6868
Fax: (212) 599-6133

Bank of Taiwan                bank loan           $25,000,000
New York Agency
100 Wall Street, 11th Floor
New York, NY 1005

Eunice S.J. Yeh
Senior Vice President &
General Manager
100 Wall Street, 11th floor
New York, NY 10005
Tel: (212) 968-0580
Fax: (212) 968-8370

DnB NOR Bank ASA              bank loan           $25,000,000
NO-0021, Olso, Norway
Stranden 21, Aker Brygge
Tel: 47 22 9487 46
Fax: 47 22 48 29 84

Australia and New Zealand     bank loan           $25,000,000
Banking Group Limited
Melbourne Office
Level 6, 100 Queen
Street Victoria
Melbourne, VIC 3000
Australia

Michael Halevi
Director, Financial
Institutions
ANZ Banking Group
1177 Avenue of Americas
New York, NY 10036
Tel: (212) 810-9871
Fax: (212) 801-9715

Australia National Bank       letter of credit    $12,588,235
1177 Avenue of the
Americas, 6th Floor
New York, NY 10036

Michael Halevi
Director, Financial
Institutions
ANZ Banking Group
1177 Avenue of Americas
New York, NY 10036
Tel: (212) 810-9871
Fax: (212) 801-9715

National Australia Bank       letter of credit    $10,294,163
245 Park Avenue, 28th Fl.
New York, NY 10167

Michael Halevi
Director, Financial
Institutions
ANZ Banking Group
1177 Avenue of Americas
New York, NY 10036
Tel: (212) 810-9871
Fax: (212) 801-9715

Taipei Fubon Bank, New        bank loan           $10,000,000
York Agency
100 Wall Street, 14th floor
NY NY 10005
Tel: (212) 968-9888
Fax: (212) 968-9800

B. LB 745's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Rocky-Forty-Ninth LLC          ground lease      $0
c/o The Rockefeller Group
1221 Avenue of the Americas
New York, NY 10020

C. PAMI Statler's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Steingass                      trade debt        $76,372
754 Progress Drive
Medina, OH 44256             

Statler Arms Garage LLC        litigation        $50,000
1111 Euclid Ave.               claim      
Cleveland, OH 44115                                                  

Illuminating                   trade debt        $40,182
P.O. Box 3638
Akron, OH 44309

TD Security                    trade debt        $19,795
P.O. Box 81357
Cleveland, OH 44181

Marble Care                    trade debt        $16,270
5184 Richmond Rd
Cleveland, OH 44146

IGS                            trade debt        $13,901
P.O. Box 631919
Cincinnati, OH

WCCV                           trade debt        $13,598
3479 State Rd.
Cuyahoga Falls, OH 44223

Demann                         trade debt        $9,350
16919 Walden
Cleveland, OH 44128

Dominion                       trade debt        $5,335
P.O. Box 26225
Richmond, VA 23260

Midwest Realty Advisors, LLC   trade debt        $5,000
37848 Euclid Avenue          
Willoughby, OH 44094         

RMC                            trade debt        $3,340
P.O. Box 31315
Rochester, NY 14603

Republic Waste                 trade debt        $3,338
P.O. Box 9001826
Louisville, KY 40290

Division Water                 trade debt        $3,124
P.O. Box 94540
Cleveland, OH 44101

NorthEast                      trade debt        $3,088
P.O. Box 9260
Akron, OH 44305

Time Warner                    trade debt        $2,831
P.O. Box 0901
Carol Stream, IL 60132

Best Karpet                    trade debt        $2,689
1477 E 357 street
EastLake, OH 44095

AT&T                           trade debt        $2,232
P.O. 8100
Aurora, IL 60507

Account Temps                  trade debt        $2,087
12400 Collections Drive
Chicago, IL 60693

Rentokil                       trade debt        $1,742
8001 Sweet Valley Dr
Valleyview, OH 44125


LEHMAN BROTHERS: Fitch Takes Ratings Actions on LBSBC NIM Trusts
----------------------------------------------------------------
Fitch Ratings has taken rating actions on five Lehman Brothers
Small Balance Commercial Net Interest Margin Trust transactions:

LBSBC NIM Company 2005-1
  -- Class N3 affirmed at 'B';

LBSBC NIM Company 2005-2
  -- Class N2 affirmed at 'BB';
  -- Class N3 affirmed at 'B'.

LBSBC NIM Company 2006-1
  -- Class N1 Affirmed at 'BBB+';
  -- Class N2 rated 'BB' and placed on Rating Watch Negative;
  -- Class N3 rated 'B' and placed on Rating Watch Negative;

LBSBC NIM Company 2006-2
  -- Class N1 rated 'BBB' and placed on Rating Watch Negative;
  -- Class N2 rated 'BB' and placed on Rating Watch Negative;
  -- Class N3 rated 'B+' and placed on Rating Watch Negative;

LBSBC NIM Company 2006-3
  -- Class N1 affirmed at 'BBB+';
  -- Class N2 rated 'BB+' and placed on Rating Watch Negative;
  -- Class N3 rated 'BB-' and placed on Rating Watch Negative;

LBSBC NIM Company 2007-1
  -- Class N1 Affirmed at 'BBB+';
  -- Class N2 rated 'BB+' and placed on Rating Watch Negative;
  -- Class N3 rated 'B+' and placed on Rating Watch Negative;

LBSBC NIM Company 2007-2
  -- Class N1 rated 'BBB+' and placed on Rating Watch Negative;
  -- Class N2 rated 'BB+' and placed on Rating Watch Negative;
  -- Class N3 rated 'B+' and placed on Rating Watch Negative;

LBSBC NIM Company 2007-3
  -- Class N1 rated 'BBB+' and placed on Rating Watch Negative;
  -- Class N2 rated 'BB+' and placed on Rating Watch Negative;
  -- Class N3 rated 'B+' and placed on Rating Watch Negative;

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections.


LIBERTY MUTUAL: Fitch Cuts Jr. Subordinated Notes Ratings to 'BB+'
------------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
and Insurer Financial Strength ratings of Liberty Mutual Group,
Inc. and Safeco Corp. as:

LMG
  -- Long-term IDR to 'BBB' from 'BBB+';
  -- IFS to 'A-' from 'A'.

SAF
  -- IDR to 'BBB' from 'A+';
  -- IFS to 'A-' from 'AA'.

The Rating Outlook is Negative.

Fitch has also removed LMG's and SAF's ratings from Rating Watch
Negative.  A complete list of affected ratings follows the end of
this release.

Fitch's rating actions follow the close of LMG's acquisition of
SAF for $6.2 billion in cash.  The actions reflect Fitch's
concerns about the post-acquisition capitalization of LMG's and
SAF's operating companies, integration and execution risk derived
from the acquisition, first half 2008 premium growth that Fitch
views as generally higher than that of peers, and moderately
higher consolidated financial leverage resulting from financing
the transaction.

Fitch's understanding is that LMG financed the transaction with $5
billion of internal funds; much of which the agency believes was,
or will ultimately be, funded by liquidating assets at operating
company subsidiaries, and $1.2 billion of external funds which was
raised when LMG completed a debt offering in May 2008.

Fitch's initial proforma analysis indicates that combined LMG and
SAF entities' Prism score is in the 'A-'/ 'BBB+' range.  Key
factors impacting this analysis are the effect of anticipated sale
of LMG operating company invested assets to fund the acquisition
and the relative size of the two organizations, both from a
capital and premium base perspective.  Additionally, while the
combined entities' pro-forma Prism score benefited from enhanced
diversification, the effect of the invested asset sales more than
offset the enhanced diversification benefit.

Fitch's rating action also reflects concerns about LMG's ability
to successfully operate the SAF franchise at recent run-rate
profitability levels and the agency's belief that it is generally
difficult to make successful acquisitions in the property/casualty
market.  The agency views these concerns as somewhat exacerbated
given competitive market conditions in SAF's core business lines
and LMG's August 2007 acquisition of Ohio Casualty Corp. for
$2.8 billion.

Additionally, Fitch estimates that LMG's net premiums written
through the first half of 2008, excluding the effect of the OCAS
acquisition and the effect of currency exchange rate movements,
increased 5% over the prior-year-period.  The agency views this as
higher than that of many of LMG's peers and given premium rate
pressure throughout the property/casualty market, views such
growth cautiously from an ultimate profitability perspective.

Fitch estimates LMG's June 30, 2008 consolidated ratio of debt-to-
capital adjusted to account for SAF acquisition on a pro-forma
basis at 22% compared to 20% pre-acquisition.  Given the
$2.4 billion of goodwill on LMG's balance sheet at June 30, 2008
and the approximate 51% premium LMG paid over SAF's market price
at the time the acquisition offer was announced, Fitch estimates
LMG's equity-credit adjusted ratio of debt-to-tangible capital at
a materially higher 38-46%.

Fitch has downgraded and removed these ratings from Rating Watch
Negative:

Liberty Mutual Group, Inc.
  -- IDR to 'BBB' from 'BBB+';
  -- $300 million 7% junior subordinated due 2067 to 'BB+' from
     'BBB-';

  -- $700 7.80% junior subordinated due 2067 to 'BB+' from 'BBB-';
  -- $260 million 8% notes due 2013 to 'BBB-' from 'BBB';
  -- $500 million 5.75% notes due 2014 to 'BBB-' from 'BBB';
  -- $3 million 7.63% notes due 2028 to 'BBB-' from 'BBB';
  -- $250 million 6.70% notes due 2016 to 'BBB-' from 'BBB';
  -- $250 million 7% notes due 2034 to 'BBB-' from 'BBB';
  -- $500 million 6.50% notes due 2035 to 'BBB-' from 'BBB';
  -- $500 million 7.50% notes due 2036 to 'BBB-' from 'BBB'.

Fitch has also assigned this rating:

Liberty Mutual Group, Inc.
  -- $1.25 billion 10.75% junior subordinated due 2088 'BB+'.

Additionally, Fitch has affirmed these ratings:

Liberty Mutual Group, Inc.
  -- Short-term IDR at 'F2';
  -- $1 billion commercial paper program at 'F2'.

Fitch has also downgraded these ratings:

Ohio Casualty Corp
  -- IDR to 'BBB' from 'BBB+';
  -- $200 million 7.30% Notes due 2014 to 'BBB-' from 'BBB'.

Liberty Mutual Insurance Co.
  -- IDR to 'BBB+' from 'A-'
  -- 8.50% surplus notes due 2025 to 'BBB' from 'BBB+';
  -- 7.875% surplus notes due 2026 to 'BBB' from 'BBB+';
  -- 7.697% surplus notes due 2097 to 'BBB' from 'BBB+'.

Additionally, Fitch downgraded these IFS ratings of members of
Liberty Mutual Inter-company Insurance Pool to 'A-' from 'A':

  -- Bridgefield Casualty Insurance Company;
  -- Bridgefield Employers Insurance Company;
  -- Employers Insurance Company of Wausau;
  -- Liberty County Mutual Insurance Company;
  -- Liberty Insurance Corporation;
  -- Liberty Insurance Underwriters, Inc;
  -- Liberty Lloyd's of Texas Insurance Company;
  -- Liberty Mutual Fire Insurance Company;
  -- Liberty Mutual Insurance Company;
  -- Liberty Personal Insurance Co;
  -- LM General Insurance Company;
  -- LM Insurance Corp;
  -- LM Personal Insurance Company;
  -- LM Property and Casualty Insurance Company;
  -- The First Liberty Insurance Corp;
  -- Wausau Business Insurance Company;
  -- Wausau General Insurance Company;
  -- Wausau Underwriters Insurance Company;
  -- Liberty Insurance Co of America;
  -- Liberty Mutual Personal Insurance Company;
  -- Liberty Surplus Insurance Corp.

Fitch also downgraded these IFS ratings of Peerless Insurance
Inter-company Insurance Pool to 'A-' from 'A':

  -- America First Ins Co;
  -- America First Lloyd's Ins Co;
  -- American Ambassador Casualty Company;
  -- Colorado Casualty Ins Co;
  -- Consolidated Ins Co;
  -- Excelsior Ins Co;
  -- Globe American Casualty Co;
  -- Golden Eagle Ins Corp;
  -- Hawkeye-Security Ins Company;
  -- Indiana Insurance Co;
  -- Liberty Mutual Mid-Atlantic Ins Co;
  -- Liberty Northwest Ins Co;
  -- Mid-America Fire & Casualty;
  -- Montgomery Mutual Ins Co;
  -- National Ins Assoc;
  -- North Pacific Ins Co;
  -- Oregon Automobile Ins Co;
  -- Peerless Indemnity Ins Co;
  -- Peerless Insurance Company;
  -- The Netherlands Ins Co;

Fitch downgraded these IFS ratings of the OCAS Pool have been
downgraded to 'A-' from 'A':

  -- The Ohio Casualty Ins. Co. ;
  -- American Fire & Casualty Co;
  -- Avomark Ins. Co. ;
  -- Ohio Security Ins. Co. ;
  -- West American Ins. Co..

Fitch downgraded thesew:
Safeco Corp.
  -- IDR to 'BBB' from 'A+';
  -- 4.875% senior unsecured notes due 2010 to 'BBB-' from 'A';
  -- 7.250% senior unsecured notes due 2012 to 'BBB-' from 'A'.

Fitch downgraded these IFS ratings of Safeco P/C Group have been
downgraded to 'A-' from 'AA':

  -- Safeco Insurance Co. of America;
  -- General Insurance Co. of America;
  -- American States Insurance Co.;
  -- American Economy Insurance Co.;
  -- Safeco Insurance Co. of Illinois;
  -- First National Ins. Co. of America;
  -- Safeco National Insurance Co.;
  -- American States Preferred Ins. Co.;
  -- American State Insurance Company of Texas;
  -- American States Lloyds Insurance Company;
  -- Insurance Company of Illinois;
  -- Safeco Surplus Lines Insurance Co.;
  -- Safeco Lloyds Insurance Company;
  -- Safeco Insurance Co. of Indiana;
  -- Safeco Insurance Co. of Oregon.

The Rating Outlook on all long-term ratings is Negative.


LITHIUM TECHNOLOGY: Files Amendment to 2007 Annual Report
---------------------------------------------------------
Lithium Technology Corporation filed with the Securities and
Exchange Commission a first amendment on Form 10-KSB/A to its
Annual Report on Form 10-KSB for the fiscal year ended Dec. 31,
2007.  The Annual Report was originally filed on May 15, 2008.  
Pursuant to the Amendment, the Company revised its Certification
filed pursuant to Rule 13a-14(a) of the Securities Exchange Act to
provide additional information related to the design of the
Company's internal control over financial reporting.

The Company notes that Amendment No. 1 on Form 10-KSB/A does not
change its previously reported consolidated financial statements
or any of the other disclosures in its Annual Report.

                    About Lithium Technology

Based in Plymouth Meeting, Pennsylvania, Lithium Technology
Corporation (OTC: LTHU) -- http://www.lithiumtech.com/-- produces     
unique large-format rechargeable batteries under the GAIA brand
name and trademark.  The company supplies a variety of military,
transportation and back-up power customers in the U.S. and Europe
from its two operating locations in Plymouth Meeting and
Nordhausen, Germany.

                       Going Concern Doubt

In a letter dated May 13, 2008, Amper, Politziner & Mattia, P.C.,
raised substantial doubt on the ability of Lithium Technology
Corporation to continue as a going concern after it audited the
company's financial statements for the year ended Dec. 31, 2007.   
The auditor pointed to the company's recurring losses from
operations since inception and working capital deficiency.

The company's operating plan seeks to minimize its capital
requirements, but the expansion of its production capacity to meet
increasing sales and refinement of its manufacturing process and
equipment will require additional capital.  The company expects
that operating and production expenses will increase
significantly.  The company has recently entered into a number of
financing transactions and is continuing to seek other financing
initiatives.  The company needs to raise additional capital to
meet its working capital needs, for the repayment of debt and for
capital expenditures.  Such capital is expected to come from the
sale of securities.  The company believes that if it raises
approximately $14,000,000 to $20,000,000 in debt and equity
financings it would have sufficient funds to meet its needs for
working capital, repayment of debt and for capital expenditures
over the next 12 months to meet expansion plans.

                        Bankruptcy Warning

Management warned that if the company is unsuccessful in
completing these financings, it will not be able to meet its
working capital, debt repayment or capital equipment needs or
execute its business plan.  In such case, the company will assess
all available alternatives including a sale of its assets or
merger, the suspension of operations and possibly liquidation,
auction, bankruptcy, or other measures.


MANTIFF JACKSON: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mantiff Jackson National Hospitality, LLC
        dba Clarion Hotel
        c/o Mantiff Management
        387 Passaic Avenue
        Fairfield, NJ 07004

Bankruptcy Case No.: 08-28146

Chapter 11 Petition Date: September 22, 2008

Court: District of New Jersey (Newark)

Debtor's Counsel: Joseph J. DiPasquale, Esq.
                  jdipasquale@trenklawfirm.com
                  Trenk, DiPasquale, Webster,
                  Della Fera & Sodono, P.C.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Fax: (973) 243-8677

Total Assets: $3,370,239

Total Debts: $5,756,953

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb08-28146.pdf


ML-CFC COMMERCIAL: S&P Places Rtngs on 22 Classes Under Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 22
classes of commercial mortgage-backed securities from ML-CFC
Commercial Mortgage Trust 2007-5, Wachovia Bank Commercial
Mortgage Trust's series 2007-C30, and Wachovia Bank Commercial
Mortgage Trust's series 2007-C31 on CreditWatch with negative
implications.

The negative CreditWatch placements reflect Standard & Poor's
preliminary analysis of the Stuyvesant Town and Peter Cooper
Village Apartments loan, which each transaction has exposure to,
as well as its preliminary review of the other loans in the
respective pools.  Standard & Poor's preliminary analysis of the
ST/PCV loan indicates a moderate valuation decline since issuance.

In addition, S&P are concerned about the reserves associated with
the ST/PCV loan, which have decreased more quickly than it
initially expected.  The ST/PCV loan has a whole-loan balance of
$3.0 billion and is the largest participated loan in Standard &
Poor's rated CMBS portfolio.  The transactions with ratings on
CreditWatch have significant exposure to the pari passu loan.  

The pari passu loan is the largest exposure in the WBCMT 2007-C30
($1.5 billion, 19%) and the ML-CFC 2007-5 ($800.0 million, 18%)
transactions, and is the fifth-largest exposure in the WBCMT
2007-C31 transaction ($247.7 million, 4%).  The whole-loan is
secured by an 11,227-unit apartment complex totaling 10.2 million
sq. ft. on the east side of Manhattan.  The collateral for the
loan also includes six parking garages containing 2,260 spaces, as
well as retail and professional space totaling 117,712 sq. ft.
     
At issuance, Tishman Speyer and BlackRock Realty Advisors Inc.,
the borrowers of the ST/PCV loan, deposited $400.0 million into a
debt service reserve, which has a current balance of $165.7
million.  The loan also has a general reserve account with a
current balance of $37.2 million, down from $190.0 million at
issuance, and a replacement reserve account with a current balance
of $9.4 million, down from $60.0 million at issuance.  The current
reserve balances are significantly below Standard & Poor's
expectations, and its preliminary analysis indicates that the
reserves may be completely depleted before the net cash flow at
the property is enough to meet the current debt service
obligation.

Standard & Poor's believes there is an increased likelihood that
the loan will be transferred to the special servicer at some point
during its term because the reserve accounts may be depleted.  
Standard & Poor's will meet with representatives from Tishman
Speyer this week to discuss the performance of the ST/PCV loan and
to tour the property.
     
Most of the units at the property are subject to rent-
stabilization laws, and the borrowers have been actively
converting rent-stabilized units into market-rent units.  The
borrowers have also made a number of improvements to the property
since issuance in order to increase the appeal of the renovated
units.  The property reported debt service coverage of 0.63x for
the six-month period ended June 30, 2008, compared with 0.55x for
the year ended Dec. 31, 2007.  The master servicer, Wachovia Bank
N.A., reported actual NCF of $106.0 million for the year ended
Dec. 31, 2007, compared with S&P's projected NCF at issuance of
$161.5 million for same period.
     
Aside from the ST/PCV loan, S&P are examining several loans with
low DSCs and interest-only periods with declining NCFs.  S&P's  
preliminary analysis indicates that some of these loans may be
credit concerns.  S&P are performing additional analysis on these:

     -- Thirty-four loans (7.3%) from the ML-CFC 2007-5
        transaction have DSCs of less than 1.0x and 10 other loans
        (2.4%) will have DSCs of less than 0.9x when their initial
        interest-only periods end.

     -- Twenty-six loans (15.8%) from the WBCMT 2007-C30
        transaction have DSCs of less than 1.0x and seven other
        loans (1.3%) will have DSCs of less than 0.9x when their
        initial IO periods end.

     -- Thirteen loans (15.5%) from the WBCMT 2007-C31 transaction
        have DSCs of less than 1.0x and four other loans (1.4%)
        will have DSCs of less than 0.9x when their initial IO
        periods end.

Standard & Poor's will resolve the CreditWatch negative placements
after S&P completes its review of the credit characteristics of
the remaining loans in each pool.  Standard & Poor's has also
evaluated the level of exposure the ST/PCV loan has to rated
commercial real estate collateralized debt obligation and re-REMIC
transactions.


               Ratings Placed on Creditwatch Negative

              ML-CFC Commercial Mortgage Trust 2007-5
           Commercial mortgage pass-through certificates

                      Rating
                      ------
        Class  To                From    Credit enhancement
        -----  --                ----    ------------------
        D      A/Watch Neg      A              6.95%
        E      A-/Watch Neg     A-             6.07%
        F      BBB+/Watch Neg   BBB+           4.81%
        G      BBB/Watch Neg    BBB            3.68%
        H      BBB-/Watch Neg   BBB-           2.55%
        J      BB+/Watch Neg    BB+            2.17%
        K      BB/Watch Neg     BB             1.92%
        L      BB-/Watch Neg    BB-            1.67%
        M      B+/Watch Neg     B+             1.42%
        N      B/Watch Neg      B              1.29%
        P      B-/Watch Neg     B-             1.04%

              Wachovia Bank Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2007-C30

                      Rating
                      ------
        Class  To                From    Credit enhancement
        -----  --                ----    ------------------
        F      A/Watch Neg       A             7.38%
        G      A-/Watch Neg      A-            6.13%
        H      BBB+/Watch Neg    BBB+          5.13%
        J      BBB/Watch Neg     BBB           4.00%
        K      BBB-/Watch Neg    BBB-          3.00%
        L      BB+/Watch Neg     BB+           2.50%
        M      BB/Watch Neg      BB            2.25%
        N      BB-/Watch Neg     BB-           1.88%

              Wachovia Bank Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2007-C31

                      Rating
                      ------
        Class  To                From    Credit enhancement
        -----  --                ----    ------------------
        L      BB+/Watch Neg     BB+            2.50%
        M      BB/Watch Neg      BB             2.25%
        N      BB-/Watch Neg     BB-            1.88%


MORIN BRICK: U.S. Trustee Sets 341(a) Meeting for October 6
-----------------------------------------------------------
The United States Trustee for the Central District of California
will convene a meeting of creditors of Morin Brick Company at
10:00 a.m., on Oct. 6, 2008, at U.S. Trustee's Room 302 in
Portland, Maine.

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

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

Headquartered in Auburn, Maine, Morin Brick Company --
http://www.morinbrick.com/-- manufactures moulded and waterstruck  
brick.  The company filed for Chapter 11 protection on Sept. 3,
2008 (Bankr. D. Maine Case No. 08-21022).  D. Sam Anderson, Esq.,
and Robert J. Keach, Esq., at Bernstein Shur Sawyer & Nelson P.A.,
in Portland, Maine, represent the Debtor.  When the Debtor filed
for protection from its creditors, its listed assets of between
$10 million and $50 million and debts of between $1 million and
$10 million.


MORIN BRICK: Court Approves Berstein Shur as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine authorized
Morin Brick Company to employ Bernstein, Shur, Sawyer & Nelson
P.A. as its bankruptcy counsel.

The firm is expected to:

   a) advise the Debtor with respect to its powers and duties as a
      debtor-in-possession and the continued management and
      operation of its business and properties;

   b) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest, responding to
      creditor inquiries, and advise ans consult on the conduct of
      the case, including all of the legal and administrative
      requirements of operating in Chapter 11;

   c) negotiate and prepare, on behalf of the Debtor, a plan of
      reorganization, and all related documents, and prosecute the
      plan through the confirmation process;

   d) represent the Debtor with any adversary proceedings or
      automatic stay litigation that may be commenced in the
      proceedings and any other action necessary to protect and
      preserve the Debtor's estate;

   e) advise the Debtor with any sale of assets;

   f) represent and advise the Debtor regarding post-confirmation
      operations and consummation of a plan of reorganization;

   g) appear before this Court, any appellate courts, and the U.S.
      Trustee and protect the interests of the Debtor before such
      courts and the U.S. Trustee;

   h) prepare necessary motions, applications, answers, orders,
      reports, and papers necessary to the administration of the
      estate; and

   i) perform all other legal services for and provide all other
      legal advice to the Debtor that may be necessary and proper
      in this proceeding, including, without limitation, services
      or legal advice relating to applicable state and federal
      laws and securities, labor, commercial, and real estate
      laws.

According to Robert J. Keach, shareholder of the firm, he bills
$415 per hour.  Other professionals of the firm bill:

               Professionals      Hourly Rate
               -------------      -----------
               Len Gulino            $325
               Sam Anderson          $260
               Jennifer Rood         $205
               Jessica Lewis         $140
               Lisa A. Kubiak        $125

Mr. Keach discloses that his firm does not hold or represent an
interest adverse to the Debtors' estates.  To the best of the
Debtors' knowledge, BSSN is a "disinterested person" as defined in
the U.S. Bankruptcy Code.

Headquartered in Auburn, Maine, Morin Brick Company --
http://www.morinbrick.com/-- manufactures moulded and waterstruck  
brick.  The company filed for Chapter 11 protection on Sept. 3,
2008 (Bankr. D. Maine Case No. 08-21022).  D. Sam Anderson, Esq.,
and Robert J. Keach, Esq., at Bernstein Shur Sawyer & Nelson P.A.,
in Portland, Maine, represent the Debtor.  When the Debtor filed
for protection from its creditors, its listed assets of between
$10 million and $50 million and debts of between $1 million and
$10 million.


MRU HOLDINGS: Bagell Josephs Expresses Going Concern Doubt
----------------------------------------------------------
Bagell, Josephs, Levine & Company, L.L.C., in Marlton, N.J.,
raised substantial doubt about the ability of MRU Holdings, Inc.,
to continue as a going concern after it audited the company's
financial statements for the year ended June 30, 2008.  

In its report dated Sept. 15, 2008, the auditing firm stated that
the company has sustained operating losses, and unless the company
is successful in generating new sources of revenue, or obtaining
debt or equity financing, the company is likely to deplete its
working capital during 2008.

                       Management Statement

The company posted a net loss of $68.93 million on total interest
income of $10.86 million for the year ended June 30, 2008, as
compared with a net loss of $26.53 million on total interest
income of $8.50 million in the prior year.

The company has sustained operating losses for the years ended
June 30, 2008, 2007 and 2006.  There is no guarantee whether the
company will be able to raise sufficient financing to recommence
the origination of private student loans and sustain operations.  
This raises substantial doubt about the company's ability to
continue as a going concern.

Management is seeking additional equity or convertible debt
financing, subject to market and other conditions.  Management has
implemented aggressive expense reduction efforts and will continue
to actively manage cash outflows.  The company's future success is
dependent upon its ability to secure additional financing.  There
is no guarantee that the company will be able to raise enough
capital to sustain its operations.

                           Balance Sheet

At June 30, 2008, the company's balance sheet showed
$195.32 million in total assets and $200.86 million in total
liabilities, resulting in a $5.54 million stockholders' deficit.  

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?3288

                      Results of Operations

A. Interest Income

The company's interest income is mostly comprised of interest
income on the private and federal loan portfolios and the accrual
of interest income on the residual interest from its 2007
securitization.  Total interest income increased to
$10.90 million for the year ended June 30, 2008, from
$8.50 million for the year ended June 30, 2007.  Loan portfolio
interest income on private student loans decreased to
$7.10 million in fiscal 2008 due to the fact that the company
securitized most of its private student loans in the 2007
securitization at the end of fiscal 2007 and due to decreases in
the London Interbank Offered Rate, upon which the interest rates
on the company's loans are set.  

Despite the slight decline of loan portfolio interest income on
private student loans, total interest income increased from fiscal
2007 to 2008 due to the addition of $1.40 million residual
interest income from the company's 2007 securitization and $1.30
million of loan portfolio interest income on federal student
loans, which increased from $0.10 million in fiscal 2007 due to
the significant origination volume and portfolio growth during
fiscal 2008.


B. Interest Expense

The total interest expense increased to $7.90 million for fiscal
2008 from $6.10 million for fiscal 2007.  Facility interest and
origination bank costs increased in fiscal 2008 to $6.70 million
due to increases in interest rates for the company's warehouse
facilities.  Additionally, the increase in total interest expense
in fiscal 2008 was due to the increase from in other interest
expense of $1.10 million, which is comprised of interest costs
related to the Senior Secured Notes.

C. Non-Interest Income

The company's non-interest income is primarily comprised of fair
value adjustments to the company's private student loan portfolio,
income relating to the 2007 securitization as well as the
subscription and service revenue fees from its Embark Corp.
subsidiary.  Non-interest income decreased to negative
$10.60 million in fiscal 2008 from $18.50 million in fiscal 2007.  
There was no material non-interest income in fiscal 2006.  In
fiscal 2008, the company recorded a fair value adjustment relating
to its private student loan portfolio of negative $13.70 million,
due to the fact that at June 30, 2008, the company estimated that
the fair market value of its private student loan portfolio was
less than its carrying value.  

Securitization income decreased to negative $3.70 million in
fiscal 2008, reflecting the gain-on-sale during the first and
second quarter of fiscal 2008 of the second and third pools of
loans to the 2007 securitization, and reduced by impairment write-
downs of its Residual Interest in the 2007 securitization that
were recorded in the third and fourth quarters of fiscal 2008,
from $16.20 million in fiscal 2007, reflecting the gain on the
initial sale of loans to the 2007 securitization.

Subscription and service revenue, primarily from Embark increased
to $5.90 million for fiscal 2008 from $1.70 million for fiscal
2007, in part due to the fact that income from Embark was only
recorded for less than five months, from the acquisition date in
February through the end of the fiscal year on June 30.  
Origination processing fees generated by the company's origination
of its PrePrime student loans for the Education Empowerment Fund
I, LLC, increased 56% to $0.72 million for fiscal 2008 from $0.46
million for fiscal 2007, proportionate with the growth in
origination volume.

D. Non-Interest Expense

In connection with the company's student lending business, non-
interest expense increased to $45.20 million in fiscal 2008 from
$42.10 million in fiscal 2007.  The rate of increase of non-
interest expense was 7% from fiscal 2007 to fiscal 2008 and 57%
from fiscal 2006 to fiscal 2007.  This compares favorably with the
75% increase in loan originations from fiscal 2007 to fiscal 2008
and 298% from fiscal 2006 to fiscal 2007, demonstrating the scale
that the company's business model is achieving.

Corporate general and administrative expenses increased to $13.00
million for fiscal 2008 from $11.70 million in fiscal 2007.  In
May 2007, the company also moved to a larger corporate office, so
rent and other facilities expense in fiscal 2008 is $1.10 million
higher than in fiscal 2007.

Sales and marketing expense increased to $14.50 million for fiscal
2008 from $13.30 million for fiscal 2007.  Referral marketing
costs increased to $2.00 million for fiscal 2008 from $1.00
million for fiscal 2007.  These two categories combined represent
the company's aggregate marketing expenditure and are $16.50
million and $14.30 million for fiscal 2008 and 2007, respectively.  
The rate of increase of aggregate marketing expenditure was 15%
from fiscal 2007 to fiscal 2008, during which time period
originations grew 75%, further demonstrating the scalability of
the company's brand and marketing activities.

Operations expense increased to $6.10 million in fiscal 2008 from
$5.10 million in fiscal 2007.  The rate of increase in operations
expense was 20% from fiscal 2007 to fiscal 2008 and 104% from
fiscal 2006 to fiscal 2007.   Compared with loan volume growth
during the same period, these much lower growth rates indicate
that the company's customer service and origination processing
functions are evidencing increased efficiency.

Technology development decreased to $0.90 million in fiscal 2008
from $2.70 million in fiscal 2007.  The company's expenditure on
technology development allowed it to build and improve its
proprietary loan origination platform.  As the core technology was
successfully established, the need for additional development
expense has declined.

Within non-interest expense, stock compensation expense, which is
a non-cash expense, was $3.40 million and $5.60 million in fiscal
2008 and 2007, respectively.

                 Liquidity and Capital Resources

As of June 30, 2008, the company had a $200.00 million warehouse
line through its affiliate, Education Empowerment SPV, LLC, with
DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main
to fund private student loans and PrePrime student loans and a
$125.00 million warehouse line from Merrill Lynch Bank USA to fund
private student loans and federal student loans.

At June 30, 2008, the DZ Bank line had $72.00 million of open
capacity and the MLBU line had $3.00 million of open capacity.  
The MLBU facility had a maturity date of July 15, 2008.  The
company's DZ Bank facility is a five-year facility that does not
come up for renewal until April 2012.

On July 10, 2008, the company closed a securitization of its
private student loans that had been financed on the MLBU warehouse
line.  All of the eligible private student loans on the MLBU
warehouse line were transferred to the securitization.  

At the same time, the Merrill facility was extended until
Sept. 26, 2008.  In connection with the extension, the federal
student loan funding capacity was restricted to $36.00 million
(outstanding federal borrowings totaled around $35.00 million) and
only subsequent disbursements of already funded loans, were
allowed to be pledged to the line for new borrowing.  The interest
rate charged to fund federal loans was increased.  The private
student loan funding capacity was reduced to
$15.00 million, and the advance rate was decreased and the
interest rate increased.

                             Waiver

On Sept. 15, 2008, MRU Funding SPV, Inc., the company's private
student lending subsidiary, and MLBU amended the existing facility
agreements to extend the maturity date from Sept. 26, 2008, to
Nov. 25, 2008.  Additionally, MLBU waived the tangible net worth
covenant with respect to the company, of which the company would
have been in violation absent such waiver, until the earlier of
the new maturity date or the date upon which the company raises at
least $10.00 million of equity.  The amendment to the facility
also provided MLBU with the ability to sell the federal loan
portfolio financed by the facility at its sole discretion.

On Sept. 12, 2008, the company's affiliate Education Empowerment
SPV, LLC, and DZ Bank informally agreed to an amendment of the
existing facility agreements to waive until Oct. 31, 2008, the
tangible net worth and liquidity ratio covenants with respect to
the company, of which the company would have been in violation
absent such waiver.  

The amendment to the facility will also provide that there will be
no more borrowings supported by private student loans until the
company is in compliance with the tangible net worth and liquidity
ratio covenants and the outstanding borrowings supported by the
private student loans pledged to the facility are paid down to a
89% advance rate, which will be the new advance rate for
borrowings supported by private student loans.  

The company estimates that given the current balance of private
student loans pledged to the line that the requirement to reduce
the advance rate from 96.5% to 89% will require the company to pay
around $7.00 million to reduce the outstanding balance of the
debt.  The amendment also provides for increases in the minimum
FICO score and interest margin for future private student loans
funded.  There will be no further fundings of PrePrime loans under
the facility, but the financing terms of existing PrePrime loans
pledged to the line remain the same.  The parties have agreed in
principal to the terms above and are currently drafting an
amendment, which is expected to be signed within the next few
days.

                Halts Origination of Private Loans

On Sept. 5, the company paused origination of new private loans
due to limited warehouse capacity and capital.  On Sept. 8, DZ
Bank notified the company that it could no longer draw funds from
its loan facility with the Bank.  DZ Bank halted all additional
funding until the company was able to raise additional equity
capital.

                       Plan for New Capital

On Sept. 8, 2008, the company disclosed that it planned to raise
up to $250.00 million in a private offering of equity or
convertible debt securities.  There can be no assurances that the
company will be able to raise any capital through an offering of
equity or convertible debt.  The proceeds raised would be used to
fund working capital needs, meet the capital requirements of
potential future warehouse lines and to directly finance student
loans.  The company believes that it would be feasible to fund
loans using equity in lieu of a warehouse line and then sell those
loans into a term securitization or on a whole loan basis in order
to permanently finance them, recycling the capital used to fund
new loans.  However, there can be no assurance that such permanent
financing will be available on terms acceptable to the company, or
at all.

As of Sept. 15, 2008, the company's liquidity and capital
resources are extremely limited.  The company has $13.00 million
of borrowing capacity on the DZ Bank line but will not be able to
access it until additional equity capital is raised.  The company
continues to have discussions with several potential lenders
regarding obtaining new warehouse facilities but as of yet does
not have a commitment.  Any new warehouse facility would have an
additional equity capital raise as a condition precedent.  The
company will not be able to originate new loans until it raises
additional equity capital.

The company's payables and accruals are around $3.40 million in
excess of available cash; the company has instituted informal
payment plans with the majority of its vendors.

                       Possible Bankruptcy

On Sept. 12, 2008, the company and the holders of its 12% Senior
Secured Notes entered into an amendment to waive until Oct. 17,
2008, the covenants with respect to Indebtedness as it relates to
payables, of which the company would have been in violation absent
such waiver.  The covenant has been amended to require payables
not to exceed $11.00 million on or prior to Oct. 17, 2008, and
$5.00 million after Oct. 17, 2008.  A new covenant has also been
added, which will require the company to maintain a minimum
unrestricted cash balance of $4.35 million.  

Additionally, the company agreed to repay the notes in full upon
the event that the company receives $30.00 million or more in
gross proceeds from the sale of equity or debt securities.  In
consideration for the waiver and amendment, the company paid the
holders of the notes an amendment fee of $1.50 million and prepaid
$0.36 million of interest on the notes and the
$0.26 million facility fee that would have been due on Oct. 20.  

Unless the company is able to raise additional equity capital, it
will not be possible to be in compliance with the amended
covenants after Oct. 17, 2008, as the amount of cash needed to
reduce payables if paid out would cause the company to violate the
minimum unrestricted cash covenant.  

In this event, unless the company would be able to secure an
additional waiver and amendment from the holders of the notes, an
event of default will occur, and if the holders of the notes chose
to accelerate their debt the company would need to file for
bankruptcy.

The company requires additional equity capital in the near term to
maintain its current operations. The company's independent
registered public accounting firm has issued a going concern
opinion indicating that there is substantial doubt that the
company can continue as a going concern.  The company is currently
seeking additional equity or convertible debt financing that would
allow it to continue to operate as a going concern.  If adequate
equity, convertible debt or other financing were not available,
the company would have to curtail or cease completely its
operations and may ultimately cease to exist.

                        About MRU Holdings

New York-based MRU Holdings, Inc. (NasdaqGM: UNCL) --
http://www.mruholdings.com-- a specialty finance company,  
provides funds to students for higher education in the United
States.  It offers private student loans that supplement financing
for qualified students through the federal government and are not
guaranteed by the government; loan guaranties, which third-party
lenders provide; PrePrime student loans for post-secondary school
borrowers; and federal loans. The company markets its products
under MyRichUncle brand name.


MYERS MILL: Case Summary & Three Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Myers Mill, LLC
        521 E. Morehead St, Ste. 405
        Charlotte, NC 28202

Bankruptcy Case No.: 08-06508

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Aumond Glen, LLC                                   08-04294
Back Creek Farms Subdivision, LLC                  08-04295
Eagle Creek Subdivision, LLC                       08-04292
Eagles Trace, LLC                                  08-04293
Saddlebrook Subdivision, LLC                       08-04296

Chapter 11 Petition Date: September 22, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.                   
                  efile@stubbsperdue.com
                  Stubbs & Perdue, P.A.
                  P. O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

Debtor's three Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
The Ryland Group Inc.                                $314,772
Attn: managing agent
225 Seven Farms Dr. #200
Charleston, SC 29492

Eastwood Construction Co.                            $195,000
Attn: managing agent
2857 Westport Rd.
Charlotte, NC 28208

Keystone Bldrs. Resource                             $47,909
Attn: managing agent
1207 Roseneath Rd. #200
Richmond, VA 23230


NEW YORK RACING: Gavin Landry Resigns as SVP Sales and Marketing
----------------------------------------------------------------
Gavin Landry has resigned, effective Wednesday, from his job as
senior vice president of sales and marketing at the New York
Racing Association Inc. after 14 months at the horse racing
organization, Adam Sichko of the The Business Review (Albany)
reported Thursday.  

Prior to joining NYRA in July 2007, Mr. Landry, 43, was president
of the Saratoga Convention and Tourism Bureau.

Mr. Landry did not say why he decided to leave NYRA.

"My only answer to that is that we reached this decision together.
We've done a very mutual and friendly parting of the ways," Mr.
Landry said.

According to the report, Mr. Landry's resignation "comes just days
after NYRA and the state finalized details of a deal that gives
NYRA the rights to operate Saratoga Race Course, Belmont Park and
Aqueduct for 25 years."  State legislators approved the framework
of the deal in February.  

"There's no immediate rush to put someone in that exact same
position," NYRA's spokesman John Lee, adding that NYRA is "re-
evaluating where we are right now" and may change the duties of
[Mr.] Landrys former job, according to Mr. Sichko.

As reported in the Troubled Company Reporter on Sept. 19, 2008,
The New York Racing Association Inc., a.k.a. NYRA, emerged from
Chapter 11 bankruptcy.  

According to NY Daily, the new NYRA officially went into business
last week after filing Articles of Incorporation with the
Secretary of State of New York, and will continue operating racing
at Aqueduct, Belmont, and Saratoga for the next 25 years.

                           About NYRA

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.

When the Debtor sought protection from its creditors, it listed
assets of $153 million and debts of $310 million.


NEXSTAR BROADCASTING: Files Amendment to Quarterly Report
---------------------------------------------------------
Nexstar Broadcasting Group Inc. filed an amendment to its Form
10-Q report with the Securities and Exchange Commission to clarify
that, based on covenant calculations, as of June 30, 2008,
$5.6 million -- of the unused $69.5 million of revolver
commitments under the Company's and Mission Broadcasting, Inc.'s
credit facilities -- is available for borrowings.

The Nexstar senior secured credit facility consists of a Term
Loan B and a $82.5 million revolving loan. As of June 30, 2008,
Nexstar had $158.9 million outstanding under its Term Loan B and
$21.0 million outstanding under its revolving loan.

The Mission senior secured credit facility consists of a Term Loan
B and a $15.0 million revolving loan.  As of June 30, 2008,
Mission had $168.0 million outstanding under its Term Loan B and
$7.0 million of borrowings were outstanding under its revolving
loan.

The Company originally reported that $7.2 million is available for
borrowing.

The bank credit facilities are collateralized by a security
interest in substantially all the combined assets, excluding the
FCC licenses, of Nexstar and Mission. Nexstar and its subsidiaries
guarantee full payment of all obligations incurred under the
Mission Facility in the event of Mission's default. Similarly,
Mission is a guarantor of the Nexstar Facility and the senior
subordinated notes issued by Nexstar Broadcasting.

               About Nexstar Broadcasting Group Inc.

Headquartered in Irving, Texas, Nexstar Broadcasting Group Inc.
(NASDAQ:NXST) -- http://www.nexstar.tv/-- is a television    
broadcasting company focused on the acquisition, development and
operation of television stations in medium-sized markets in the
United States.  As of Dec. 31, 2007, the company owned and
operated 32 stations, and provided sales or other services to an
additional 17 stations that are owned by Mission Broadcasting,
Inc. and other entities.  In 17 of the 29 markets that Nexstar
serves, it owns, operates, programs or provides sales and other
services to more than one station.  The stations that Nexstar
owns, operates, programs or provides sales and other services to
are in markets located in New York, Pennsylvania, Illinois,
Indiana, Missouri, Texas, Louisiana, Arkansas, Alabama, Montana
and Maryland.

                          *     *     *

As disclosed in the Troubled Company Reporter on July 4, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Nexstar Broadcasting Group Inc. to 'B-' from 'B' and
removed the ratings from CreditWatch, where they were placed with
negative implications on April 11, 2008.  At the same time, S&P
lowered the ratings on the company's senior secured credit
facilities to 'B+' from 'BB-', and the rating on its unsecured
debt to 'CCC' from 'CCC+'.  The outlook is stable.

Nexstar Broadcasting Group, Inc., reported its unaudited financial
results for the quarter ended June 30, 2008.  At June 30, 2008,
the company's balance sheet showed total assets of $699.6 million  
and total liabilities of $799.1 million, resulting in a $99.5
million stockholders' deficit.


NORTH AMERICAN CLEARING: Customer Claims Filing Date Ends Nov. 15
-----------------------------------------------------------------
On July 28, 2008, the Hon. John Antoon II of the U.S. Bankruptcy
Court for the Middle District of Florida entered an order granting
the application of the Securities Investor Protection Corporation
for issuance of a Protective Decree adjudicating that the
customers of North American Clearing, Inc., are in need of the
protection afforded by the Securities Investor Protection Act of
1970.  Robert N. Gilbert was appointed Trustee for the liquidation
of the business of the Debtor, and Carlton Fields, P.A. was
appointed as counsel to the Trustee.

Customers of the Debtor who wish to avail of the protection
afforded to them under SIPA are required to file claims with the
Trustee on or before Nov. 15, 2008.  Claims should be filed with:

     North American Clearing, Inc.
     c/o Robert n. Gilbert, Trustee
     P.O. Box 4966
     Orlando, Florida 32802-4966

Claims by broker-dealers for the completion of open contractual
commitments must be filed with the Trustee on or before Oct. 16,
2008.  Claims forms may be obtained by writing to the Trustee.

All other creditors must file formal proofs of claim with the
Trustee on or before March 16, 2009.


NORTH OAKLAND: Files Schedules of Assets and Liabilities
--------------------------------------------------------
North Oakland Medical Center, Inc. dba Pontiac General Hospital
and Medical Center delivered to the U.S. Bankruptcy Court for the
Eastern District of Michigan, its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $ 1,650,000
  B. Personal Property             26,690,128
  C. Property Claimed as
     Exempt
  D. Creditors Holding                           $   381,426
     Secured Claims                                       
  E. Creditors Holding                             1,605,004
     Unsecured Priority
     Claims                                       
  F. Creditors Holding
65,246,153                       
     Unsecured Non-priority
     Claims                                               
                                  -----------    -----------
     TOTAL                        $28,340,128    $67,232,583  

Headquartered in Pontiac, Michigan, North Oakland Medical Center,
Inc. dba Pontiac General Hospital and Medical Center provides
health care services.  The company and two of its affiliates filed
for Chapter 11 protection on Aug. 26, 2008 (Bankr. E.D. Mich. Lead
Case No.08-60731).  Matthew Wilkins, Esq., and Max J. Newman,
Esq., at Butzel Long, P.C., represent the Debtors in their
restructuring efforts.  


OLGA MISSBRENNER: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Olga Missbrenner
        8335 County Line Road
        Burr Ridge, IL 60527

Bankruptcy Case No.: 08-25083

Chapter 11 Petition Date: September 22, 2008

Court: Northern District of Illinois (Chicago)

Debtor's Counsel: Ariel Weissberg, Esq.
                  ariel@weissberglaw.com
                  Weissberg & Associates, Ltd
                  401 S. LaSalle Street, Suite 403
                  Chicago, IL 60605
                  Tel: (312) 663-0004
                  Fax: 312 663-1514

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

             http://bankrupt.com/misc/ilnb08-25083.pdf


OMX TIMBER: Moody's Cuts $735MM Class A-2 Notes Rating to B3
------------------------------------------------------------
Moody's Investors Service downgraded ratings of the Class A-2 note
issued in the OMX Timber Finance Investments secured by
installment notes that are guaranteed by Lehman Brothers Holdings
Inc.  The rating action is:

Issuer: OMX Timber Finance Investments II, LLC

  -- $735,000,000 Class A-2 Notes 5.540%, downgraded from A2 to B3

The Class A-2 long-term bond rating is based on the guaranty
provided by Lehman Brothers Holdings Inc.  The notes were
downgraded due to the downgrade of the senior unsecured rating of
Lehman Brothers Holdings Inc.  LBH's rating is currently under
review.


OPEN ENERGY: Squar Milner Peterson Expresses Going Concern Doubt
-----------------------------------------------------------------
Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego
raised substantial doubt about the ability of Open Energy
Corporation to continue as a going concern after it audited the
company's financial statements for the year ended May 31, 2008.  
The auditing firm pointed to the company's recurring losses from
operations and working capital deficit.

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

                       Management Statement

The company has incurred losses since its inception totaling
around $87,388,000 through May 31, 2008.  As of May 31, 2008, the
company had cash and cash equivalents of $327,000, and negative
working capital of $4,796,000.  During the year ended May 31,
2008, the company funded its operations from private sales of
equity and debt securities and as of May 31, 2008, have no unused
sources of liquidity.  

Management believes that the company's current cash will only
provide sufficient working capital to fund its operations through
September 2008.  The company's current cash requirements are
significant due to:

   -- significant inventory purchases;

   -- the need to bring in additional personnel to support its
      sales efforts;

   -- delays in product shipments as a result of the shift to
      outsourcing and the suspension of membrane product
      shipments;

   -- research and development expenses; and

   -- other operational expenses.  

The company expects to continue to use significant sources of cash
to fund its operations during fiscal 2009.  Thus, additional
equity or debt financing will need to be raised in the near future
to implement its business strategy.

The ability of the company to continue as a going concern is
dependent on the company obtaining adequate capital or it could be
forced to cease operations.  In order to continue as a going
concern, the company will also need to develop and grow its
customer base and revenues and achieve a profitable level of
operations.  Management's plans to obtain such resources for the
company include raising additional capital through sales of debt
and equity, the proceeds of which will be used to support its
production and working capital requirements.  In September 2008
the company entered into a securities purchase agreement pursuant
to which it expects to receive initial gross cash proceeds of
$4.2 million.

                             Revenues

During the year ended May 31, 2008, revenues of $6,938,000
primarily consisted of $4,448,000 in sales of SolarSave(R) Tiles
for residential projects and $1,250,000 in sales of SolarSave(R)
PV Glass for the remainder of the California Academy of Sciences
Museum installation in Golden Gate Park in San Francisco, and to
another PV Glass customer.  SolarSave(R) Tile revenues have
increased by 280% from 2007 primarily as a result of the company's
change in distribution strategy to utilization of the Eagle
Roofing Products sales channel.

At May 31, 2008, the company deferred revenue in the amount of
$2,822,000, which was primarily related to rebate claims submitted
to state and federal agencies.  The amount of deferred revenue was
determined by assigning a declining factor to the rebate, based on
the progress of the rebate application through the rebate
processing cycle.

For the year ended May 31, 2007, revenues for SolarSave(R) Tile
and SolarSave(R) Membrane products and WaterEye water monitoring
subscriptions totaled $4,292,000.  Revenues were significantly
below the company's initial financial projections primarily due to
a manufacturing and cell procurement cost structure that was too
high relative to the competition and which caused the company to
price its products at a premium.  In addition, its initial sales
strategy for its SolarSave(R) Tile of selling through solar
integrators resulted in a sales cost structure that compounded the
price disadvantage.

                           Cost of Sales

For the years ended May 31, 2008 and 2007, cost of sales was
$11,100,000 and $9,080,000, respectively.  Gross loss for the
years ended May 31, 2008, and 2007, was $4,162,000 and $4,788,000,
respectively.

The gross loss for the year ended May 31, 2008, of $4,162,000
reflects:

   -- the high cost of laminates for the SolarSave(R) Tile for
      low volume purchase quantities;

   -- higher than expected freight and manufacturing costs
      incurred as a result of the company's need to satisfy
      tight delivery schedules;

   -- a $996,000 increase to warranty reserve related to diode
      failures of SolarSave(R) Membrane product shipments; and

   -- a $372,000 increase to warranty reserve related to tile
      delamination on a small percentage of early production
      Solar Save(R) Tiles.

For the year ended May 31, 2007, cost of sales was $9,080,000,
resulting in a gross loss of $4,788,000.  The cost of sales
includes charges for $1,370,000 of inventory reserves for the
company's membrane product, a $547,000 charge to adjust tile
inventory to the lower of cost or market and a charge for membrane
product warranty reserves totaling $1,520,000.  The remaining
$5,643,000 of cost of sales exceeded revenues due to an
underutilization of manufacturing capacity and the resulting
under-absorption of labor and overhead expenses due to lower than
anticipated sales volume.  The inventory and warranty reserves for
the membrane product are primarily related to the estimated costs
to correct the corrosion issues with the membrane product for both
on-hand inventories and existing installations.

The company's industry is still developing and the highly
competitive environment continues to put pressure on pricing.  In
addition, scarce resources of silicon have increased costs of
sales.  The combination of these factors is putting pressure on
gross margins.

The company has undertaken a number of initiatives to improve
gross margin, the most significant of which is moving from a
3-foot tile to a 4-foot standard tile, which is expected to be
commercially available in the calendar-quarter ended Dec. 31,
2008.  The company believes that the redesign of its SolarSave(R)
Membrane product scheduled for release to market early in 2009
will address the previous product failure issues.  

Management is negotiating with outsourced manufacturers on product
pricing for its current and next generation SolarSave(R) roofing
tiles and are also evaluating other cost effective supply options
for its laminates and products.  

As the company mature in its relationship with the suppliers and
customers and improve forecasting, management expects to reduce
costs.  In addition, management is currently evaluating the
potential of licensing the intellectual property associated with
the company's tile and membrane products.  Management believes
that such a licensing strategy would result in greater operational
profitability.

                  Liquidity and Capital Resources

The company has incurred losses since its inception totaling
around $87,388,000 through May 31, 2008.  The company has been
selling its products at a negative margin to gain market share and
is unsure if or when it will become profitable.

During the year ended May 31, 2008, the company funded its
operations primarily from private sales of equity and debt
securities.  The company has no unused sources of liquidity.  
Thus, additional equity or debt financing will need to be raised
in the near future to continue operations and implement its
business strategy.  

As of May 31, 2008, the company had cash and cash equivalents of
$327,000 and negative working capital of $4,796,000.  For the year
ended May 31, 2008, the company used $15,099,000 of cash in
operations.  Investment activities used $145,000 of cash during
the year, which was related to the acquisition of property and
equipment.  Financing activities provided $15,252,000 of cash
during the year, with $24,500,000 in gross proceeds resulting from
the sale of promissory notes and convertible debentures with
warrants.

During the year ended May 31, 2008, management took steps to
improve its debt structure in an effort to increase the company's
ability to secure additional financing.  The company repaid its
Aug. 31, 2007, Note for $1,000,000, which matured on Feb. 29,
2008.  On Feb. 25, 2008, the company redeemed all remaining
amounts outstanding pursuant to the 5% Debentures issued by the
company in 2006 to YA Global Investments, L.P., and its
affiliates, formerly known as Cornell Capital Partners, L.P.  

The redemption payment, which included principal, accrued interest
and a redemption premium, totaled around $3,100,000.  The company
recognized an immaterial gain on the early extinguishment.  While
the scheduled maturity date of the 2006 Debentures was in March
2009, the 5% Debentures permitted the holder to demand redemption
and a redemption premium for so long as the company's common stock
was trading below $0.50 per share.  

The 2006 Debentures were the only remaining variably priced
convertible securities in the company's capital structure.  YA
Global Investments held one additional 10% Debenture in the
principal amount of $3,000,000, which was scheduled to mature in
March 2008.  

YA Global Investments agreed to extend the maturity date and on
April 30, 2008, the company repaid all remaining principal amounts
outstanding pursuant to the series 10% Debenture.  The payment,
which included principal and accrued interest, totaled around
$3,300,000.  The 10% Debenture was the only remaining convertible
debenture held by YA Global Investments in the company's capital
structure.

As of May 31, 2007, the company had cash and cash equivalents of
$319,000 and negative working capital of $8,492,000.  For the year
ended May 31, 2007, the company used $9,239,000 of cash in
operations.  Investment activities used $832,000 of cash during
the year, which was primarily related to acquisition of property
and equipment.  Financing activities provided $7,639,000 of cash
during the year, with $8,000,000 in gross proceeds from
convertible debentures with warrants and $500,000 in proceeds from
warrants that were exercised.

To date, the company has been unable to meet forecasted sales and
margin projections and as a result has experienced significant
negative cash flow for an extended period of time.  Based on its
current cash usage rate, the company estimates that it currently
has adequate cash to fund operations only through the end of
September 2008.  

The ability of the company to continue as a going concern is
dependent on obtaining additional financing to support its
production and working capital requirements.  Management is
pursuing a number of possible debt and equity financing
opportunities in an effort to address these requirements.

However, the company cannot currently predict the likelihood of
being able to raise additional debt or equity financing in an
amount, nature or on terms that would be acceptable to the company
and it currently does not have any commitments for future debt and
equity financing.  If the company is unable to obtain additional
financing prior to the end of September 2008, the company may not
have sufficient cash to satisfy all ongoing capital requirements
and previously incurred liabilities and will have to substantially
curtail or cease operations.

                        Quercus Trust Loan

In April 2008, the company entered into a loan and security
agreement with The Quercus Trust pursuant to which Quercus agreed
to loan the company up to $3,500,000 based upon the availability
of specified collateral.  

As of May 31, 2008, the company had borrowed $1,550,000 under this
agreement and by June 10, 2008, the remaining $1,950,000 had been
funded.  The loan and security agreement is collateralized by a
general security interest in all of the company's inventory,
specified accounts receivable and cash accounts.  If the company
was to default under the terms and conditions of the loan and
security agreement, or if the company's specified collateral
ratios fall below certain levels, Quercus would have the right to
accelerate the outstanding indebtedness under the loan and
security agreement and foreclose on the collateral.  Such a
foreclosure would have a material adverse effect on its  business,
liquidity, results of operations and financial position.

On Sept. 12, 2008, the company entered into a definitive
securities purchase agreement with The Quercus Trust.  The
securities purchase agreement provides for the purchase by Quercus
of warrants to acquire 235,000,000 shares of the company's common
stock at a purchase price of $0.02 per warrant share for a total
of $4.2 million of cash, $300,000 of forgiveness of accrued
interest on the Series B Convertible Notes held by Quercus and a
$200,000 restructuring fee for the amendment of certain terms of
the $3,500,000 secured loan previously extended to the company by
Quercus.  The warrants would have an exercise price equal to
$0.067 per share.  

The $3,500,000 secured loan would be amended to (1) extend the
maturity date of the secured loan from October 2008 to March 2009,
(2) reduce the borrowing base collateral requirement to 100% of
the outstanding loan amount, and (3) eliminate the requirement
that the company make prepayments of the secured loan with the
proceeds of California state solar rebates received by the
company.  

The warrants would have an exercise price equal to $0.067 per
share.  The closing of the financing under the securities purchase
agreement is subject to customary conditions precedent that have
not been satisfied as of the date of this report.

                Suntech Power Forbearance Agreement

On Sept. 12, 2008, the company entered into a forbearance and
repayment agreement with Suntech Power Holdings, the company's
largest supplier.  The forbearance agreement provides for a
payment plan for the around $3,000,000 of payables currently due
from the company to Suntech with interest at 12% per annum.  
Pursuant to the forbearance agreement, the company agreed to pay
$1,000,000 on or prior to Sept. 19, 2008, $500,000 on or prior to
Jan. 15, 2009, and six payments of $297,558 on a monthly basis
beginning on March 15, 2009, until the entire amount is paid in
full.

                           Balance Sheet

At May 31, 2008, the company's balance sheet showed $26,580,000 in
total assets, $23,460,000 in total liabilities, and $3,130,000 in
total stockholders' equity.  

The company's consolidated balance sheet at May 31, 2008, showed
strained liquidity with $9,370,000 in total current assets
available to pay $14,160,000 in total current liabilities.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?328b

                        About Open Energy

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


PACST REALTY: Case Summary & Three Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pacst Realty LLC
        80-02 Kew Gardens Road, Suite 702
        Kew Gardens, NY 11415
        Tel: (718) 468-0068

Bankruptcy Case No.: 08-46299

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

Chapter 11 Petition Date: September 22, 2008

Court: Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Jay S. Markowitz, Esq.
                  jsmarkow@aol.com
                  Law Offices of Jay Markowitz PC
                  80-02 Kew Gardens Road, Suite 702
                  Kew Gardens, NY 11415
                  Tel: (718) 468-0068
                  Fax: (718) 261-5776

Estimated Assets: $1,150,000

Estimated Debts: $963,779

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

             http://bankrupt.com/misc/nyeb08-46299.pdf


PROGRESSIVE MOLDED: Chapter 7 Trustee Wants Case Dismissed
----------------------------------------------------------
Jeoffrey L. Burtch, the Interim Chapter 7 Trustee for the estates
of Progressive Molded Products Inc., Progressive Marketing, Inc.,
THL-PMPL Holding Corp., and Progressive Moulded Products Limited,
asks the United States Bankruptcy Court for the District of
Delaware to dismiss Progressive Molded Products Inc. and its
debtor-affiliates' bankruptcy cases for "cause".

The Court will convene a hearing to consider the Motion to Dismiss
on Oct. 1 at 10:00 a.m.  Objections are due Sept. 23.

Mr. Burtch also requests immediate discharge for himself as
Interim Chapter 7 Trustee and for the discharge of Cooch and
Taylor, P.A. from any further responsibility for compliance with
the local rules of the Court in connection with future hearings
that may be scheduled.

Mr. Burtch relates all the Debtors' assets are encumbered and
subject to liens of JP Morgan Chase Bank, Wells Fargo Bank, and
other secured institutional lenders.  Mr. Burtch notes the
schedules indicate that the debt owed to JP Morgan Chase Bank
alone is in excess of $200,000.  Other publicly filed information
indicates that the professional fee monthly burn rate for the
Canadian CCAA proceedings is well in excess of $100,000 per
month, Mr. Burtch tells the Court.

Pursuant to 11 U.S.C. Section 707(a), "The court may dismiss a
case under this chapter only after notice and a hearing and only
for cause."  Where a bankruptcy case is impossible to administer
because of lack of funds and the presence of a threat to public
safety, the bankruptcy court has the duty to dismiss the case in
order to return the case to a forum with appropriate authority,
notes Adam Singer, Esq., at Cooch and Taylor, in Wilmington,
Delaware, citing In re 30 Hill Top Street Corp., 42 B.R. 517, 521
(Bankr.D.Mass. 1984) citing, In re Charles George Land
Reclamation Trust, 30 B.R. 918 (Bankr.D.Mass. 1983).

According to Mr. Burtch, his administration of the Debtors' cases
would require lawyers and business professionals to address
issues relating to liquidation of physical assets, analysis of
executory leases, collection of accounts receivables, and
preparation and filing of Federal and State tax returns.  
Mr. Burth relates he has already identified 401(k) plans with
respect to U.S. employees that he would be obligated to
administer if he is not discharged from his duties and if the
cases are not closed.

Mr. Burtch contends, absent appropriate funding, he will be
unable to:

   (a) properly perform his obligations;

   (b) perform reasonable due diligence;

   (c) retain counsel or accountants to assist him in his
       administration;

   (d) satisfy Chapter 7 administrative expense request that
       are presently accruing; and

   (e) perform any of the reasonable and necessary tasks imposed
       on him.

Mr. Burtch avers despite good-faith negotiations between him and
the agent for the postpetition lenders, they have been unable to
agree an appropriate carve-out from cash collateral to provide
funding for professionals that the he would need to employ.

Moreover, Mr. Burtch maintains that the existence of of the CCAA
proceeding for the same four Debtors provides a further basis for
a finding of "cause" for the Court to dismiss the cases.

                      About Progressive Molded

Ontario, Canada-based Progressive Molded Products Inc. designs
and manufactures component parts for General Motors Corp., Ford
Motor Company and Chrysler, LLC.  Its interior automotive
subsystems are used for the "Big Three" automakers' top-selling
platforms, including lightweight trucks, SUVs, mini-vans, cross-
over vehicles, and passenger cars.

The company and three of its affiliates filed for creditor
protection under Chapter 11 of the U.S. Bankruptcy Code before the
United States Bankruptcy Court for the District of Delaware on
June 20, 2008 (Lead Case No. 08-11253).  Kelley A. Cornish, Esq.
and Brian S. Hermann, Esq. at Paul, Weiss, Rifkind Wharton &
Garrison LLP and Pauline K. Morgan, Esq., Joseph M. Barry, Esq.,
and Donald J. Bowman, Jr., Esq. at Young, Conaway, Stargatt &
Taylor represent the Debtors in their restructuring efforts.

The Progressive Molded Products entities also commenced parallel
restructuring proceedings under the Companies' Creditors
Arrangement Act before the Ontario Superior Court of Justice
(Commercial List) on June 20.  Sheryl E. Seigel, Esq. and Alex A.
Ilchenko, Esq. at Lang Michener LLP are their solicitors.  Alex F.
Morrison at Ernst & Young, Inc., has been appointed CCAA monitor
and Kevin J. Zych, Esq. at Bennett Jones LLP serves as his
solicitor.


RAPID LINK: July 31 Balance Sheet Upside-down by $2.1 Million
-------------------------------------------------------------
Rapid Link Inc.'s consolidated balance sheet at July 31, 2008,
showed total assets of $12,100,545 and total liabilities of
$14,268,393 resulting in a total shareholders' deficit of
$2,167,848.

At July 31, 2008, the company's consolidated balance sheet showed
strained liquidity with $2,118,694 in total current assets
available to pay $3,171,866 in total current liabilities.

The company reported net loss of $662,934 on revenues of
$4,483,714 for the quarterly period ended July 31, 2008, compared
to a $505,406 net loss on revenues of $4,229,804 for the same
period a year ago.

Full-text copies of the company's consolidated financial
statements for the quarter ended July 31, 2008, are available for
free at http://ResearchArchives.com/t/s?327a

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan 29, 2008, KBA
Group LLP, in Dallas, expressed substantial doubt about Rapid
Link Inc.'s ability to continue as a going concern after auditing
the company's consolidated financial statements for the years
ended Oct. 31, 2007, and 2006.  The auditing firm pointed to the
company's recurring losses from continuing operations during each
of the last two fiscal years and working capital and stockholders'
deficits.

                         About Rapid Link

Headquartered in Omaha, Nebraska, Rapid Link Inc. (OTC BB: RPID)
-- http://www.rapidlink.com/-- is a facilities-based, diversified   
communication services company providing various forms of voice,
Internet and data services to wholesale and retail customers
throughout the world.  

During the second quarter of fiscal 2008, the company acquired One
Ring Networks, which operates one of the largest hybrid fiber
optic and fixed wireless networks in the United States, and is one
of the few carriers offering end-to-end communications and
networking services.  


RED SHIELD: Auction of Mill Slated for October 22
-------------------------------------------------
Red Shield Environmental LLC is up for auction at the end of
October, the Laconia Citizen in New Hampshire reported Friday.
Bids starts at $11.5 million.

The report says that the company has withdrawn a prior request for
approval of a $13.6 million loan to restart operations.  According
to the newspaper article, the U.S. Bankruptcy Court for the
District of Maine had already postponed the hearing on the loan
three times.

Attorney Robert Keach says opening bids will be accepted until
Oct. 20.  The actual auction will be held on Oct. 22.  

Red Shield and its subsidiary, RSE Pulp & Chemical, laid off 160
workers and filed Chapter 11 bankruptcy in June, blaming increases
in material and fuel costs.

As reported in the Troubled Company Reporter on Sept. 5, 2008, Mr.
Keach sought permission to entertain offers to sell the mill,
although Red Shield owner Ed Paslawski said that the mill will
only be sold if the company cannot reach an agreement with a new
investor.

                         About Red Shield

Headquartered in Old Town, Maine, Red Shield Environmental, LLC --
http://www.redshieldenv.com/-- provides renewable energy for on-   
site consumption.  The company and its affiliate, RSE Pulp &
Chemical, LLC, filed for chapter 11 protection on June 27, 2008
(Bankr. D. Maine Case Nos. 08-10633 and 08-10634).  Robert J.
Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed assets of between
$50 million and $100 million, and debts of between $1 million and
$10 million.


S-TRAN HOLDINGS: Wants Plan-Filing Deadline Moved to December 1
---------------------------------------------------------------
S-Tran Holdings Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods to:

   a. file a Chapter 11 plan until Dec. 1, 2008; and
   b. solicit acceptances of that plan until Feb. 2, 2009.

The Debtors also seek authority from the Court to reschedule the
confirmation hearing to a date approximately 60 days after the
Court's entry of a decision upon the motion for partial summary
judgment regarding a litigation with Protective Insurance Company.  
The Debtors also seek to extend a deadline to serve solicitation
packages from Aug. 31, 2008, to a date 45 days prior to any
scheduled confirmation hearing.

The Debtors need more time to continue to devote time to preparing
further objections to claims and to resolving those claims that
remain pending under the Third Omnibus Objection to Claims.  The
Debtors' remaining litigation, against Protective Insurance
Company, is pending, and oral argument with respect to a motion
for partial summary judgment in that matter was heard on August
13, 2008, and is awaiting decision.  Disposition of the lawsuit
against Protective Insurance Company, and pursuit of claims
objections to be filed remain significant contingencies in the
Debtors' cases.

In addition to the foregoing, the Debtors have acted in good faith
to maximize the value of their estates to the benefit of all
creditors.  The Debtors and their professionals continue to
expeditiously move these cases forward.  The Disclosure Statement
has been approved and the Plan is in a form where solicitation may
be able to proceed.

The Debtors are seeking a rescheduling of the confirmation hearing
and an extension of the deadline to serve solicitation packages to
that date that is 45 days prior to the rescheduled confirmation
hearing until the results of motion for partial summary judgment
are known.  Consequently, the Debtors seek a further extension of
exclusive periods in order to protect their rights with respect to
the Plan, any amendment, and associated solicitation under the
voting procedures.

The possible effective date of the plan is contingent upon the
outcome of the Protective Litigation, and the costs of the
solicitation of the plan are significant, proceeding with
solicitation and confirmation at this time without further
progress made toward the resolution of the Protective Litigation
is not warranted.

The Debtors assured the Court that the extension is not to delay
the administration of their cases and pressure their creditors to
accept unsatisfactory plan.

A hearing on both matters is scheduled for Oct. 15, 2008.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No.
05-11391).  Laura Davis Jones, Esq. at Pachulski Stang Ziehl &
Jones LLP represents the Debtors in their restructuring efforts.  
Donald A. Workman, Esq., at Foley & Lardner LLP represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$22,508,000 and total debts of $30,891,000.

The Court approved the Debtors' First Amended Disclosure Statement
explaining the First Amended Plan of Liquidation on April 10,
2008.


SOUTHEAST WAFFLES: Creditors Blame Chairman & CEO Shaub for Woes
----------------------------------------------------------------
E. Thomas Wood of The Nashville Post reported Thursday that
creditors of SouthEast Waffles LLC are blaming Jim Shaub, chairman
and chief executive officer, for the restaurant's financial
troubles.

Mr. Shaub, according to documents filed with the U.S. Bankruptcy
Court for the Middle District of Tennessee, is said "to have taken
more than $1 million a year out of the company even as it failed
to pay withholding taxes for part of 2006 and all of 2007."

The report adds that some creditors want Mr. Shaub removed from
the company's operations.

When the company filed for reorganization under Chapter 11 of
federal bankruptcy law in August, Mr. Shaub attributed the
company's troubles to "accounting irregularities" discovered
shortly after the abrupt resignation of a key accounting employee.

According to court documents filed with the Court, on Aug. 13,
2008, Mr. Shaub told Byron Kurtgis, a SunTrust banker, that he
uncovered "a large-scale check-kiting scheme carried out by
SouthEast Waffles chief financial officer Becky Sullivan."
Reportedly, SunTrust lost $3.7 million from the scheme.

On Aug. 14, 2008, instead of meeting with Mr. Kurtgis as was
agreed upon, Mr. Shaub advised Mr. Kurtgis that he had retained
counsel and would not be able to meet with him that day.  

                      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.


STEVE & BARRY'S: To Close Merritt Square Mall Outlet on Sept. 24
----------------------------------------------------------------
Steve & Barry's LLC said they are closing their store at Merritt
Square Mall on Wednesday, Wayne T. Price of Florida Today reports.

The discount clothing chain is closing 106 of its 276 stores after
Bay Harbour Management and York Capital Management purchased it
out of Chapter 11 bankruptcy for $163 million, the report adds.

"While the business rationale for this action is sound, we deeply
regret the impact these store closings will have on our  
associates, our customers and the communities where these stores
are located," Steve & barry's president Andy Todd said in a
statement.

                      About Steve & Barry's

Headquartered in Port Washington, New York, Steve and Barry's LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel        
retailer that offers high quality merchandise at low prices for
men, women and children.  Founded in 1985, the company operates
276 anchor and junior anchor shopping center and mall-based
locations throughout the U.S.  The discount clothing chain's
brands include the BITTEN(TM) collection, the first-ever apparel
line created by actress and global fashion icon Sarah Jessica
Parker, and the STARBURY(TM) collection of athletic and lifestyle
apparel and sneakers created with NBA (R) star Stephon Marbury.

Steve & Barry's LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579).  Lori R. Fife, Esq., and Shai Waisman, Esq.,
at Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

On Aug. 22, 2008, the Debtors obtained permission from the Court
to sell substantially all of their assets for $168 million to a
joint venture by Bay Harbour Management and York Capital, BHY S&B
Holdings, LLC.  Under the terms of the purchase agreement,
majority of the Debtors' 276 stores will remain open.

Pursuant to the Purchase Agreement, the Court authorized 51
Debtors to change their corporate names.  Lead Debtor Steve &  
Barry's Manhattan LLC (Case No. 08-12579) has been changed to  
Stone Barn Manhattan LLC.  Parent company Steve & Barry's LLC  
(Case No. 08-12615) is now known as Steel Bolt LLC.

When the Debtors filed for bankruptcy, they listed $693,492,000 in
total assets and $638,086,000 in total debts.


TRUE ENERGY: Reports $187,045 Net Loss for July 2008
----------------------------------------------------
True North Energy Corporation's consolidated balance sheets at
July 31, 2008, reported $187,045 net loss on revenues of $623,225
for the quarterly period ended July 31, 2008, compared to
$9,293,737 net loss on no revenues for the same period a year ago.

The company said that the increase in revenues was due to the
Sept. 19, 2007, acquisition from Prime of two oil and gas leases
in Texas.

The company's consolidated balance sheet showed total assets of
$6,210,019 and total liabilities of $4,906,858 resulting in a
$1,303,161 stockholders' equity.

                        Going Concern Doubt

Malone & Bailey, P.C., in Houston, Texas, expressed substantial
doubt about True North Energy Corporation's ability to continue
as a going concern after auditing the company's consolidated
financial statements for the years ended April 30, 2008, and 2007.  
The auditing firm reported that the company has had minimal
revenues and has accumulated losses since its inception.

Full-text copies of the company's consolidated financial
statements for the quarter ended July 31, 2008, are available for
free at http://ResearchArchives.com/t/s?327b

True Energy Corporation (TNEN.OB) -- http://www.tnecorp.com/--  
engages in oil and gas exploration in Texas, Louisiana and Alaska.


ONE SOURCE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: One Source Transportation, Inc.
        1170 Highway 92 West
        Newton, AL 36302

Bankruptcy Case No.: 08-11500

Chapter 11 Petition Date: September 19, 2008

Court: Middle District of Alabama (Dothan)

Judge: Dwight H. Williams Jr.

Debtor's Counsel: Cameron-RRL A. Metcalf, Esq.
                  cam@emppc.com
                  Espy, Metcalf & Poston, PC
                  P.O. Drawer 6504
                  Dothan, AL 36302
                  Tel: 334-793-6288
                  
Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Helena Alvarez, et. al         auto accident         $3,300,000
C/O Robert G. Schock, Esq.
1970 Broadway, STE 1200
Oakland, CA 94612

T-Chek Systems, Inc.                                   $101,300
7525 Mitchell Road, Ste 100
Lastrup, MN 56344

Gary L. Anderson               Promissory              $100,000
355 North Oates Street         Note
Dothan, AL 36301        

Leaf Financial Corp.           4 2005 Great            $297,000
110 South Poplar Street        Dane 48X102             (226,000
Site 101                       Flatbed                  secured)
Wilmington, DE 19801          

Fleetpride, Inc.               judgment                 $62,513
P.O. Box 281811         
Atlanta, GA 30384-1811

Zurich North America RMS                                $60,261
P.O. BOX 4647
Lutherville TImonium
MD 21094-4647       

A copy of the petition with a list of the Debtor's 20 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/ALdo_08-11500.pdf


PETER HENSCHEL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Peter Louis Henschel
        1540 Via Boronada
        Palos Verdes Peninsu, CA 90274

Bankruptcy Case No.: 08-24387

Chapter 11 Petition Date: September 5, 2008

Court: Central District Of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: M. Jonathan Hayes, Esq.
                  jhayes@polarisnet.net
                  21800 Oxnard St., Suite 840
                  Woodland Hills, CA 91367
                  Tel: (818) 710-3656
                  Fax : 818-710-3659
                  
Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of Mr. Henschel's petition and list of 20 largest unsecured
creditors is available for free at:

             http://bankrupt.com/misc/CAla_08-24387.pdf


SABINE PASS: Prices $183.5 Million Offering of Senior Notes
-----------------------------------------------------------
Sabine Pass LNG, L.P., has priced an offering of $183.5 million
aggregate principal amount of 7-1/2% senior secured notes due
2016. The notes will provide Sabine Pass LNG with approximately
$145 million of gross proceeds. The notes are being offered and
sold in the United States only to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as
amended, or in offshore transactions to non-United States persons
in reliance on Regulation under the Securities Act.

The proceeds from the offering will be used for construction, cool
down, commissioning and completion costs of the Sabine Pass LNG
receiving terminal and for working capital and other general
business purposes of Sabine Pass LNG, including payment of
transaction costs and expenses.

These notes constitute an additional issuance of Sabine Pass LNG's
7-1/2% Senior Secured Notes due 2016 pursuant to the indenture,
dated as of November 9, 2006, under which Sabine Pass LNG
previously issued $1,482,000,000 of those 2016 notes. These notes
will be identical to and will be pari passu with the outstanding
2016 notes. These notes and the outstanding 2016 notes will be
treated as a single series of notes under the indenture; however,
these notes will be issued with an original issue discount for
U.S. federal income tax purposes and therefore will not trade as a
single class with the outstanding 2016 notes.


These notes will not be registered under the Securities Act or any
state securities laws and may not be offered or sold in the United
States except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state securities
laws.

Sabine Pass LNG L.P. was formed in 2004 to construct, own and
operate a liquefied natural gas (LNG) receiving terminal with an
aggregate regasification capacity of 4 Bcf/d and total storage
capacity of 16.8 Bcf. Sabine has signed three 20-year Terminal
Use Agreements for 100% of its regasification capacity on a "take
or pay" basis. Sabine is 90.6%, indirectly-owned by Cheniere
Energy, Inc (not rated).

The Troubled Company Reporter reported on Sept. 11, 2008, that
Standard & Poor's Ratings Services affirmed its 'B+' issue-level
rating on Sabine Pass LNG L.P.'s senior secured notes due 2016
following the company's $145 million add-on. Sabine Pass has
increased its outstanding $1.482 billion notes to $1.627 billion.
The recovery rating on this debt remains unchanged at '4',
indicating the expectation for average (30%-50%) recovery in the
event of a payment default. The outlook is negative.

The TCR reported on Sept. 12, 2008, that Moody's Investors Service
assigned a B2 rating to Sabine Pass LNG LP's (Sabine or Project)
proposed additional senior secured debt offering. At the same
time, Moody's affirmed the B2 rating on Sabine's existing senior
secured notes due 2013 and 2016. Sabine's rating outlook is
stable.

Sabine Pass is a development stage enterprise with total assets of
$1,798,739,000, and total partners' deficit of $344,487,000 as of
June 30, 2008.


SEMGROUP LP: Panel Says Hall Estill's Retention Is Questionable
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in SemGroup LP and
its debtor-affiliates' Chapter 11 cases reacts to the retention of
Hall Estill Hardwick Gable Golden & Nelson P.C., as the Debtors'
special corporate and litigation counsel, in connection with the
investigation currently being conducted in the Debtors' Chapter 11
cases pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure.

The Committee tells the U.S. Bankruptcy Court for the District of
Delaware that it does not oppose the Debtors' retention of a
professional to assist it in general corporate and litigation
matters.  However, the Committee notes that Hall Estill had been
the Debtors' prepetition general corporate counsel, and that
postpetition, it has continued to represent the Debtors and their
non-debtor affiliates, well as Thomas L. Kivisto, the Debtors'
former chief executive officer.

As reported by the Troubled Company Reporter on August 4, 2008, as
the Debtors' counsel, Hall Estill will represent the Debtors
with respect to their organizational structure, general business
issues and governance issues, past, pending and future
transactions and litigation, intercompany relationships and
transactions, domestic and international patent, trademark,
licensing and other intellectual property matters, tax and ERISA
matters, and other regulatory and investigatory matters.

The Debtors will pay the firm's professionals according to their
customary hourly rates:

     Professional                       Hourly Rate
     ------------                       -----------
     Michael D. Cooke                      $375      
     W. Deke Canada                        $230
     Genevieve L. Neff                     $200
     Matthew T. Crook                      $200
     Kenneth L. Hunt                       $350
     Adam D. Grandon                       $180
     Kyle D. Freeman                       $230
     B. Kenneth Cox, Jr.                   $310
     Richard Edmondson                     $350
     Mark K. Blongewicz                    $310
     Michael T. Keester                    $310
     John F. Hiel, III                     $230
     Michael D. Graves                     $375
     Thomas A. Creekmore III               $350
     Steven W. Soule                       $285
     Pamela H. Goldberg                    $280
     Anthony J. Jorgensen                  $245
     James M. Reed                         $335
     Stuart E. Van De Wiele                $225
     Bonnie N. Hackler                     $230
     John T Richer                         $200

The Hall Estill legal assistants charge between $130 to $140 per
hour.  Prior to the bankruptcy filing, the Debtors paid Hall
Estill a retainer deposit of $200,000 for fees and $35,000 for
expenses in connection with the firm's representation of the
Debtors.

Michael D. Cooke, Esq., at Hall Estill, assured the Court that
the members, counsel and associates of his firm are "disinterested
persons" as the term is defined under Section 101(14) of the
Bankruptcy Code.

According to David W. Carickhoff, Esq., at Blank Rome LLP, in
Wilmington, Delaware, the panel's counsel, the investigation on
Hall Estill's prepetition involvement in the Debtors' transactions
will likely pose questions on the propriety of Hall Estill's
representation of the Debtors.

Given the scope of the potential conflicts of interest that may
arise in the Rule 2004 Discovery, Mr. Carickhoff maintains that
Hall Estill's retention should be deferred, and the payment for
its services should await the conclusion of the Discovery.

                          About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.  
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).   


SEMGROUP LP: Can Hire Blackstone Advisory as Investment Banker
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware formally
signed an order approving SemGroup LP and its debtor-affiliates'
application to hire Blackstone Advisory Services L.P., as their
investment banker.

As reported in the Troubled Company Reporter on Aug. 15, 2008,
Blackstone is expected to:

   (a) assist in the evaluation of the Debtors' businesses and
       prospects;

   (b) assist in the development of the Debtors' long-term
       business plan and related financial projections;

   (c) assist in the development of financial data and
       presentations to the Debtors' board of directors,
       creditors, and other third parties;

   (d) analyze the Debtors' financial liquidity and evaluate
       alternatives to improve such liquidity;

   (e) analyze various restructuring scenarios and the potential
       impact of these scenarios on the recoveries of those
       stakeholders impacted by the Restructuring;

   (f) provide strategic advice with regard to restructuring or
       refinancing the Debtors' obligations;

   (g) evaluate the Debtors' debt capacity and alternative
       capital structures;

   (h) participate in negotiations among the Debtors and their
       creditors, suppliers, lessors, and other interested
       parties;

   (i) value securities offered by the Debtors in connection with
       a restructuring;

   (j) advise the Debtors and negotiate with lenders with respect
       to potential waivers or amendments of various credit
       facilities;

   (k) assist in arranging debtor-in-possession financing for the
       Debtors;

   (l) provide expert witness testimony concerning any of the
       subjects encompassed by the other financial advisory
       services;

   (m) assist the Debtors in preparing marketing materials in
       conjunction with a possible transaction;

   (n) assist the Debtors in identifying potential buyers or
       parties-in-interest to a transaction and assist in the due
       diligence process;

   (o) assist and advise the Debtors concerning the terms,
       conditions and impact of any proposed transaction; and

   (p) provide such other advisory services as are customarily
       provided in connection with the analysis and negotiation
       of a restructuring or a transaction, as requested and
       mutually agreed.

The Court stated that Blackstone's employment is subject to
certain provisions:

   (1) Blackstone's compensation will be under the terms of the
       modified letter agreement dated Sept. 10, 2008,
       provided that the U.S. Trustee retains the right to
       object to the compensation, on any basis;

   (2) Blackstone will not be required to maintain time records,
       as well as receipts for amounts less than $75; and

   (3) The U.S. Trustee retains the right to object to
       Blackstone's interim and final fee applications, on all
       grounds.

The Court also approved the Debtors' indemnification obligations
are approved, provided that:

   * Blackstone will not be entitled to indemnification,
     contribution, or reimbursement, unless approved by the
     Court;

   * Unless determined by the Court, the Debtors will not be
     obliged to indemnify, or compensate or reimburse Blackstone
     for any claim that is either judicially determined to arise
     from, or settled prior to a judicial determination of, gross
     negligence, willful misconduct, breach of fiduciary duty,
     bad faith or self-dealing; and

   * If prior to the closing of the Chapter 11 cases the
     confirmation of a Chapter 11 plan, Blackstone seeks payment
     of professional fees, it must file an application and seek   
     the Court's approval for the payment of those fees.

Steve Zelin, senior managing director at Blackstone, assured the
Court that his firm does not hold any interest adverse to the
Debtors, their estates, and their creditors.  Blackstone is a
"disinterested person" as that term is applied in Section 101(14)
of the Bankruptcy Code.

                          About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.  
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).   


SEMGROUP LP: Panel Can Hire Houlihan Lokey as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in SemGroup LP and
its debtor-affiliates' Chapter 11 cases sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Houlihan Lokey Howard & Zukin Capital Inc., as
their financial advisor and investment banker.

According to David Fattum, the Committee's chairperson and
executive vice-president of Pacific Investment Management
Company, LLC, a financial advisor and investment banker is
critically important for the Committee's performance of its
duties.  Houlihan is a recognized investment banking and
financial advisory firm, providing services in financial
restructuring, corporate finance, and finance advisory services
practices.

As the Committee's financial advisor and investment banker,
Houlihan is expected:

   (a) analyze the Debtors' business plans and forecasts;

   (b) evaluate the Debtors' assets and liabilities;

   (c) assess financial issues and options concerning asset
       sales, or any plan of reorganization or liquidation;

   (d) analyze and review the Debtors' financial statements;

   (e) assist in determining an appropriate capital structure;

   (f) assist with a review of any proposed key employee
       incentive plan, or other similar retention plan;

   (g) analyze the Debtors' strategic alternatives;

   (h) evaluate the Debtors' debt capacity in light of their
       projected cash flows;

   (i) assist in the review of claims;

   (j) assist the Committee in analyzing any debtor-in-possession
       financing proposals;

   (k) represent the Committee in negotiations with the Debtors
       and third parties;

   (l) provide financial analyses;

   (m) provide testimony in Court on behalf of the Committee, as
       needed; and

   (n) provide other financial advisory and investment banking
       services as agreed by Houlihan and the Committee.

Houlihan will be entitled to a $275,000 monthly fee, and a
$2,000,000 deferred fee upon the confirmation of a Chapter 11
plan.  After payment of its ninth monthly fee, 50% of its monthly
fee will be credited against the deferred fee, provided that the
maximum credited amount does not exceed $1,000,000.

Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, objected
to Houlihan's retention, stating that the firm seeks compensation
pursuant to the standards Section 328(a) of the Bankruptcy Code,
and inappropriately seeks overbroad indemnification provisions
and an improper limitation of liability provision and provisions
waiving its fiduciary duties.  The employment application, the
U.S. Trustee argued, also sought clarification for why a proposed
deferred fee is appropriate.

Additionally, the U.S. Trustee expressed concern with Houlihan's
ability to effectively represent the Committee, since the firm
had previously represented an entity having adverse interests in
connection with the case.

Bank of America, N.A., as administrative agent for the Debtors'
prepetition lenders, also opposed the retention, asserting that
the connections disclosed by the firm makes it difficult for its
professionals to conduct a complete and thorough investigation
in the Debtors' bankruptcy cases.  BofA asserted that Houlihan
currently represents entities that controls the new controlling
parties of SemGroup Energy Partners, L.P., an entity completely
controlled by the Debtors until 72 hours before the Petition
Date.  Specifically, Ritchie Capital Management, LLC, is a client
of Houlihan, from which Houlihan seeks document discovery
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure.

Notwithstanding the U.S. Trustee's and BofA's objections, Judge
Brendan L. Shannon found that Houlihan does not hold an adverse
interest to  the Debtors' estates with respect to matters on
which it is employed.

Judge Shannon ruled that the Court has jurisdiction for
indemnification, contribution or reimbursement, for Houlihan's
services under the engagement letter.  If prior to the closing of
the Chapter 11 cases or the confirmation of a Chapter 11 plan,
Houlihan seeks compensation and reimbursement of fees and
expenses, it must file an application and seek the Court's
approval for the payment of those fees.

Additionally, unless determined by the Court, the Debtors will
have no obligation to indemnify Houlihan, or provide contribution
or reimbursement, for any claim or expense that is either
judicially determined to arise from, or settled prior to a
judicial determination of, gross negligence, willful misconduct,
breach of fiduciary duty, bad faith or self-dealing.

Bradley C. Geer, Houlihan's managing director, told the Court
that Houlihan is not a prepetition creditor of the Debtors.  He
assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                          About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.  
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).   


SOUNDVIEW: Fitch Puts Seven NIM Trust Under Negative Watch
----------------------------------------------------------
Fitch Ratings has taken rating actions on the seven Soundview net
interest margin Trust transactions listed below:

Soundview CI-12 NIM Notes, Series 2006-OPT2
  -- Class N1, rated 'A-', placed on Rating Watch Negative;
  -- Class N2, rated 'BB', placed on Rating Watch Negative;
  -- Class N3, rated 'BB', placed on Rating Watch Negative;
  -- Class N4, rated 'B', placed on Rating Watch Negative;

Soundview CI-14 NIM Notes, Series 2006-OPT3
  -- Class N1, rated 'A-', placed on Rating Watch Negative;
  -- Class N2, rated 'BB', placed on Rating Watch Negative;
  -- Class N3, rated 'B', placed on Rating Watch Negative;
  -- Class N4, rated 'B', placed on Rating Watch Negative;

Soundview CI-15 NIM Notes, Series 2006-OPT5
  -- Class N1, rated 'A-', placed on Rating Watch Negative;
  -- Class N2, rated 'BB', placed on Rating Watch Negative;
  -- Class N3, rated 'B', placed on Rating Watch Negative;

Soundview CI-16 NIM Notes, Series 2006-KS5
  -- Class N1, rated 'BB', placed on Rating Watch Negative;
  -- Class N2, rated 'B', placed on Rating Watch Negative;

Soundview CI-20 NIM Notes, Series 2006-NLC1
  -- Class N1, rated 'BB', remains on Rating Watch Negative;
  -- Class N2, rated 'B', remains on Rating Watch Negative;

Soundview CI-13 NIM Notes, Series 2006-RS3
  -- Class N1, rated 'BB', placed on Rating Watch Negative;
  -- Class N2, rated 'B', remains on Rating Watch Negative;

Soundview CI-24 NIM Notes, Series 2007-NS1
  -- Class N2, rated 'BBB-', placed on Rating Watch Negative;
  -- Class N3, rated 'BB', placed on Rating Watch Negative;
  -- Class N4, rated 'B', placed on Rating Watch Negative;

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections.


STRATUS SERVICES: June 30 Balance Sheet Upside-down by $8.3 Mil.
----------------------------------------------------------------
Stratus Services Group Inc.'s condensed consolidated balance
sheets at June 30, 2008, showed $4,310,858 in total assets and
$12,677,696 in total liabilities resulting in a $8,366,838
stockholders' deficit.

At June 30, 2008, the company's condensed consolidated balance
sheets revealed strained liquidity with $2,444,983 total current
assets available to pay $11,242,982 total current liabilities.

The company reported a $243,794 net loss on revenues of $3,394,571
compared to a $40,015 net loss on revenues of $2,079,589 for the
same period a year ago.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://ResearchArchives.com/t/s?3286

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Gruber & Company LLC, in Lake Saint Louis, Mississippi, expressed
substantial doubt about Stratus Services Group Inc.'s ability of
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Sept. 30,
2007.  The auditing firm pointed to the company's recurring losses
from operations and net capital deficit.

                      About Stratus Services

Headquartered in Shrewsbury, N.J., Stratus Services Group Inc.
(OTC BB: SSVG.OB) -- http://www.stratusservices.com/-- offers all     
the traditional staffing services.  Stratus has developed a one-
of-a-kind labor management program which focuses on the
performance parameters defined by the client's productivity goals.
This program, which is the backbone of the company's services, is
known as "Smart Solutions(TM)."


TRICADIA CDO: S&P Junks Rating on Class B-2L CDO Notes
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-3L, B-1L, and B-2L notes issued by Tricadia CDO 2006-6
Ltd., a cash flow arbitrage CDO of CDO transaction managed by
Tricadia CDO Management LLC.  Concurrently, S&P removed two of the
lowered ratings from CreditWatch negative.  At the same time, S&P
affirmed its ratings on the class A-1LA, A-1LB, and A-2L notes
from this transaction.
     
The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the notes since the
transaction was initially rated in June 2006.  These factors
include erosion of par due to defaults.  According to the Aug. 25,
2008, trustee report, the transaction is currently holding
approximately $9.887 million in a defaulted asset.
     
Based on the Aug. 25, 2008, trustee report, the class B-1L
overcollateralization ratio was 102.131%. This compares with the
initial level of 108.386% in October 2006 and a minimum
requirement of 104.25%.  The class B-2L overcollateralization
ratio is currently 97.18%, which compares with the initial level
of 103.29% and a minimum requirement of 100.45%.

      Ratings Lowered and Removed from Creditwatch Negative

                      Tricadia CDO 2006-6 Ltd.

                                    Rating
                                    ------
                  Class        To             From
                  -----        --             ----
                  B-1L         BB+            BBB/Watch Neg
                  B-2L         CCC+           BB+/Watch Neg
   
                          Rating Lowered

                      Tricadia CDO 2006-6 Ltd.

                                    Rating
                                    ------
                  Class        To             From
                  -----        --             ----
                  A-3L         BBB+           A

                         Ratings Affirmed

                     Tricadia CDO 2006-6 Ltd.

                     Class              Rating
                     -----              ------
                     X                  AAA
                     A-1LA              AAA
                     A-1LB              AAA
                     A-2L               AA


TRONOX INC: Gary Pittman Has Option to Buy 100,000 Shares
---------------------------------------------------------
Gary L. Pittman disclosed in a Securities and Exchange Commission
filing that, as of September 3, 2008, he has an option to acquire
100,000 shares of Class A common stock in Tronox Inc.  The stock
options are part of his compensation package at Tronox and one-
third of the options will vest each year for three years,
beginning Sept. 3, 2009.

In a Form 4/A filing with the SEC, Mr. Pittman disclosed that the
options will expire on Sept. 3, 2018 and has an exercise price of
$0.675.

Tronox named Mr. Pittman vice president of special projects on
September 3.  The Company entered into an employment contract with
Mr. Pittman that is effective until September 3, 2009, and if not
terminated at the end of the term will automatically renew for
successive one-year periods.  Pursuant to the agreement, among
other things, Mr. Pittman will receive a base salary of $350,000
per annum and will be eligible for bonuses.  Mr. Pittman will be
entitled to four weeks of vacation and the use of an apartment
leased in Oklahoma City.  Upon termination, other than for
"cause," Mr. Pittman is eligible for a payment of twice his base
salary.

Headquartered in Oklahoma City, Tronox Incorporated (NYSE:TRX) --
http://www.tronox.com/-- is a producer and marketer of titanium  
dioxide pigment.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products. The company's five pigment plants, which are
located in the United States, Australia, Germany and the
Netherlands, supply performance products to approximately 1,100
customers in 100 countries. In addition, Tronox produces
electrolytic products, including sodium chlorate, electrolytic
manganese dioxide, boron trichloride, elemental boron and lithium
manganese oxide.

As reported by the Troubled Company Reporter on August 27, 2008,
Tronox said in a regulatory filing that it is evaluating all
strategic options for the company, including mitigation of
environmental liabilities and capital restructuring.  Tronox
said it has experienced significant losses for the year ended
December 31, 2007, and the six months ended June 30, 2008, and has
generated negative cash flows from operations in the current year.  
Tronox said that if it continues to experience negative impacts on
its operations, it may need to seek relief under Chapter 11 of the
United States Bankruptcy Code to allow the company to, among other
things, restructure its capital structure and reorganize its
business, including its environmental legacy issues.

The company has $1.7 billion in total assets, including $703.5
million in current assets, as at June 30.  The company has $937.8
million in current debts and $336.9 million in total noncurrent
debts.

Tronox has retained the investment banking firm Rothschild Inc. to
further assist the company in evaluating strategic options for the
business.

On May 22, 2008, the company announced an involuntary work force
reduction program as part of its ongoing efforts to reduce costs.
As a result of the program, the company's U.S. work force was
reduced by 31 employees. An additional 38 positions that were
vacant prior to the work force reduction will not be filled. There
were no costs associated with the elimination of vacant positions.
The program was substantially completed as of June 30, 2008.

On Aug. 28, 2008, the Company was notified by the New York Stock
Exchange that it is not in compliance with the NYSE's continued
listing standard regarding the average closing price of its Class
B Common Stock.  The Company said it has not decided on what
action, if any, it will take with respect to its failure to
satisfy NYSE listing standards.  If the Company fails to cure its
listing deficiencies, the NYSE will commence suspension and
delisting procedures.

The TCR said on Sept. 18 that Tronox has been sued by the U.S.
Government to recover costs related to hazardous substances at or
from the Federal Creosoting Superfund site located in the borough
of Manville, Somerset County, New Jersey.  According to the
complaint, as of June 15, 2008, the government has incurred at
least $280 million in unreimbursed response costs related to the
cleanup.

Moody's Investors Service has downgraded affiliate Tronox
Worldwide LLC's Corporate Family Rating to Caa3 from Caa2, and the
Probability of Default Rating was lowered to Ca from Caa3.  In
addition, Moody's has downgraded the company's secured revolver
and term loan to B2 from B1 and its unsecured notes to Ca from
Caa3.  Standard & Poor's Ratings Services has lowered its ratings
on Tronox, including its corporate credit rating to 'CCC-' from
'CCC+'.


TULLYS COFFEE: Moss Adams Raises Going Concern Doubt
----------------------------------------------------
Moss Adams LLP of Seattle, Washington, expressed substantial doubt
about Tully's Coffee Corporation's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the periods ended March 30, 2008, and April 1,
2007.  The firm reported that the company has incurred recurring
operating losses, an accumulated, and total stockholders' and
working capital deficit.

The company's consolidated balance sheets showed total assets of
$18,918,000 and total liabilities of $32,342,000 resulting in a
$13,424,000 stockholders' deficit.

The company's consolidated balance sheets also showed strained
liquidity with $11,309,000 total current assets available to pay
$28,741,000 total current liabilities.

The company reported a $13,909,000 net loss on net sales of
$69,077,000 for the year ended March 30, 2008, compared to a
$9,754 net loss on net sales of $61,882,000 for year ended April
1, 2007.

A full-text copy of the company's consolidated financial
statements for the periods ended March 30, 2008, and April 1,
2007, is available for free at

               http://ResearchArchives.com/t/s?328f

Headquartered in Seattle, Tully's Coffee Corporation --
http://www.tullys.com/-- is a specialty retailer and wholesaler
of fully handcrafted roasted, gourmet coffees.


UBS MORTGAGE: Fitch Affirms Ratings on Actual Paydown Performance
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on the one UBS Mortgage
Asset Securitization Transaction net interest margin transaction
listed below:

MASTR 2007-2 NIM
  -- Class 1-N-2 affirmed at 'BBB-';
  -- Class 1-N-3 affirmed at 'BB';
  -- Class 1-N-4 affirmed at 'B';
  -- Class 2-N-2 affirmed at 'BBB-';
  -- Class 2-N-3 affirmed at 'BB';
  -- Class 2-N-4 affirmed at 'B';
  -- Class 3-N-2 affirmed at 'BBB-';
  -- Class 3-N-3 affirmed at 'BB';
  -- Class 3-N-4 affirmed at 'B';
  -- Class 4-N-1 affirmed at 'A-';
  -- Class 4-N-2 affirmed at 'BBB-';
  -- Class 4-N-3 affirmed at 'BB';
  -- Class 4-N-4 affirmed at 'B'.

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections.


VESTA INSURANCE: Trustee Wants AIH's Claim Nos. 56 and 98 Denied
----------------------------------------------------------------
In December 2006, Affirmative Insurance Holdings Inc.,
Affirmative Insurance Company, and Insura Property and Casualty
Insurance Company filed Claim No. 56 against Vesta Insurance
Group, Inc., for $7,200,000 seeking payment for (i) alleged
violation of a separation agreement, and (ii) a constructive
trust or equitable lien.

AIH amended Claim No. 56 as Claim No. 98 in June 2008, asserting,
among other things, overstated receivables assumed by Affirmative
for $8,400,000.

Lloyd T. Whitaker, the trustee appointed under Vesta's bankruptcy
plan, determined that the Claims "lack any merit" because they:

   -- were filed after the Claims Bar Date;

   -- allege new bases of liability that were known to
      Affirmative at least a year before it filed its Amended
      Claim.

Mr. Whitaker added that the contrary to AIH's allegations, the
amount owed to it with respect to the Separation Agreement was
not understated.  In the Debtor's books and records, the amount
owed to AIH was approximately $413,000, and not $7,200,000, Mr.
Whitaker asserted.

"Affirmative has fixated on the $7,200,000 number based on the
erroneous assumption underlying its original proof of claim and
continues to press that figure even though audit confirmations
and filings made by Affirmative will not support it," Mr.
Whitaker said.

In addition, Affirmative has provided no basis for its allegation
that it is entitled to a constructive trust or equitable lien on
the Debtor's assets, Mr. Whitaker noted.

For these reasons, the Plan Trustee asked Judge Thomas B. Bennett
of the U.S. Bankruptcy Court for the Northern District of Alabama
to disallow AIH's Claim Nos. 56 and 98.

                 About Vesta Insurance Group Inc.

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  The Court confirmed FSIA's
plan on March 24, 2008.  

(Vesta Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)       


VESTA INSURANCE: Court OKs Settlement of Gaines' $140MM Claim
-------------------------------------------------------------
Judge Thomas B. Bennett of the U.S. Bankruptcy Court for the
Northern District of Alabama approved a settlement agreement
reached between Kevin O'Halloran, Plan Trustee for J. Gordon
Gaines, Inc., and Lloyd T. Whitaker, Trustee for Vesta Insurance
Group Inc.  The settlement resolves among other things, Claim No.
73 filed by Mr. O'Halloran against Vesta.

The Gaines Plan Trustee filed Claim No. 73 for more than
$140,000,000 for outstanding intercompany balances, contract
and tort claims and avoidance actions plus interest, fees,       
expenses and other contingent and unliquidated damages.

In light of the Settlement Agreement, Messrs. O'Halloran and
Whitaker mutually release each other of any claims, and
essentially eliminate Claim No. 73.

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  The Court confirmed FSIA's
plan on March 24, 2008.  

(Vesta Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)       


VESTA INSURANCE: Court OKs Texas Receivership Entities Settlement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
approved a settlement among Kevin O'Halloran, Plan Trustee for J.
Gordon Gaines, Inc., on the one hand, and Vesta Fire Insurance
Corporation, Vesta Insurance Corporation, Shelby Casualty
Insurance Company, The Shelby Insurance Company, Texas Select
Lloyds Insurance Company, and Select Insurance Services, Inc. --
the Texas receivership entities -- and Vesta Timber Co., LLC, with
respect to certain claims and disputes among the parties.

In its order, the Court authorized Mr. O'Halloran to:

   -- immediately transfer certain directors and officers' claims
      and professional claims to Vesta Fire Insurance
      Corporation; and

   -- assign other claims and property related to Gaines'
      retained assets, as opposed to receiving and disbursing to
      a special deputy receiver 100% of the net recoveries.

Gaines, a wholly owned subsidiary of Vesta Insurance Group, Inc.,
was a publicly held corporation with investments in the capital
stock of Vesta Fire as its principal assets.  Vesta Fire owns a
substantial portion of membership interest in Vesta Timber, a
limited liability company located in Alabama.  Prior to the
Petition Date, Vesta Fire and its insurance subsidiaries were
placed in rehabilitation proceedings in Texas, Florida and
Hawaii.  

The Texas Receivership Action received an order of liquidation
from the Receivership Court resulting to the canceling of
policies relating to Vesta Fire and its other subsidiaries.  

Prime Tempus, Inc., was appointed as the Special Deputy Receiver
for the Texas Receivership Entities.  

Subsequently, the Special Deputy Receiver filed Claim No. 119 for
$14,617,006, on behalf of Vesta Fire, and Claim Nos. 121 to 124
for unspecified amounts on behalf of various Texas Receivership
Entities against Gaines.

The salient terms of the settlement are:

   (a) The Special Deputy Receiver will pay Gaines $1,500,000.

   (b) Vesta Fire is deemed to have an allowed unsecured claim
       for $14,617,006 against Gaines.  The Claim is satisfied
       under the settlement based on certain transfers to Vesta
       Insurance Group.
       
   (c) The claims filed by the other Receivership Entities are
       deemed withdrawn with prejudice.

   (d) In satisfaction of Vesta Fire's Allowed Claim, Gaines
       will transfer to Vesta Fire all of its right, title and
       interest in its assets, excluding:

         -- the cash on hand at Gaines on the effective date of
            the Settlement Agreement;

         -- Gaines' right to recover on its proof of claim filed
            against Florida Select Insurance Agency;

         -- the $1,500,000 settlement payment;

         -- any cause of action against Gaines' present or former
            directors, officers, or professionals;

         -- any preference or fraudulent transfer causes of
            action available to Gaines under Chapter 5 of the
            Bankruptcy Code;

         -- any claim by Gaines against Hawaii Insurance &
            Guaranty Company;

         -- certain excluded VIG Claims and tenant deposit;

         -- any claim by Gaines against Florida Select;

         -- amounts to which Gaines is due under the Services
            Agreement; and

         -- certain contingent assets.

   (e) As a part of the transfer of Gaines' interest in property,
       Gaines will transfer its proof of claim in the VIG Case  
       to the SDR.

   (f) Gaines will grant Vesta Fire a 90% interest in the net
       recovery, if any, from any claim asserted by Gaines or on
       its behalf against any of its present or former officers,
       directors or professionals.

   (g) Once the claim process is finished and all allowed
       unsecured claims and expenses of the case are paid, Gaines
       will transfer 100% interest in the proceeds of the
       remaining assets it retained.

   (h) The parties will exchange mutual releases among
       themselves.

Mr. O'Halloran has said the Settlement will produce a
substantial return to unsecured creditors in light of the
$1,500,000 payment that Gaines will receive.  He noted that the
return to unsecured creditors is expected to increase if Gaines
receives a distribution on the Claim filed against its affiliate,
Florida Select.  He said that the Settlement limits Gaines'
liability to the Texas Receivership Entities without further
expense.  The Settlement also removes any uncertainty and delay
regarding the potential litigation between the parties, and
eliminates the substantial costs of litigation, Mr. O'Halloran
said.

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  The Court confirmed FSIA's
plan on March 24, 2008.  

(Vesta Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)       


VESTA INSURANCE: Trustee Wants Wilmington Claims No. 30, 31 OK'd
---------------------------------------------------------------
Wilmington Trust Company, in its capacity as successor indenture
trustee under an indenture dated as of Jan. 31, 1997, between
Vesta Insurance Group as sponsor, and First Union Bank of North
Carolina, filed two claims against Vesta for certain fees under
the Indenture based upon principal and interest amounts:

   (1) Claim No. 30 for $7,951 plus unliquidated amounts in fees
       and expenses incurred by Wilmington Trust, pursuant to the
       Indenture; and

   (2) Claim No. 31 for $15,252,000, plus $10,825 in accrued
       interest, on account of certain debentures under the
       Indenture.

In his capacity as Plan Trustee for Vesta's Plan of Liquidation,
Lloyd T. Whitaker does not object to (i) Claim No. 31 as a Class
D Claim for $15,262,835; and (ii) Claim No. 30 as a Class D Claim
for $7,951.

However, Mr. Whitaker disputes any assertion that the amounts
owed under the Indenture are entitled to higher than a Class D
priority.  The Wilmington Trust's "Indenture Trustee Fees" that
were incurred between the Involuntary Petition Date and Effective
Date have been satisfied pursuant to the Plan and an agreement
between Wilmington and the Plan Trustee allowing for a reduction
in the fees, Mr. Whitaker notes.

The Plan Trustee adds that Wilmington Trust has provided no
further basis for its assertion that the Claims should be allowed
as administrative expense Claims.

Moreover, Mr. Whitaker objects to any additional fees and
expenses claimed by Wilmington Trust -- other than the $7,951 of
fees it is claiming on behalf of Morris, James Hitchens &
Williams LLP -- because Wilmington Trust has failed to provide
documentation regarding the amounts claimed.

Wilmington Trust is not entitled to a constructive trust or
equitable lien on the Debtor's assets, and should assert the
Trust or Lien in an adversary proceeding, Mr. Whitaker maintains.

Accordingly, the Plan Trustee asks the U.S. Bankruptcy Court for
the Northern District of Alabama to:

   -- allow Claim No. 30 as a Class D claim for $7,951;
   -- allow Claim No. 31 as a Class D claim for $15,262,835; and
   -- disallow the Claims in all other respects.

                           *     *     *

In a joint filing with the Court, the Plan Trustee and Wilmington
Trust aver that they can reach an agreement that would resolve the
Objection consensually, but will need additional time to discuss
the issues raised in the Plan Trustee's Objection.

Accordingly, the Parties jointly request a continuance of the
hearing on the Objection on or after September 26, 2008, to allow
them to document any settlement reached, and to submit a request
for the Court's approval without incurring the expense of a
hearing.

                 About Vesta Insurance Group Inc.

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  The Court confirmed FSIA's
plan on March 24, 2008.  

(Vesta Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)       


WARNACO INC: S&P Holds 'BB+' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services assigned issue level and
recovery ratings to Warnaco Inc.'s $270 million asset-based loan
revolving credit facility maturing on August 2013.  The issue-
level rating is 'BBB' with a recovery rating of '1', indicating an
expectation of very high (90%-100%) recovery in the event of
payment default.  

The ABL replaces the previous $225 million senior secured
revolving credit facility due March 2009.  Standard & Poor's also
affirmed all other ratings on Warnaco and guarantor Warnaco Group
Inc., including its 'BB+' corporate credit rating.
     
The ratings on Warnaco reflect its participation in a highly
competitive and promotional retail environment, and its exposure
to fashion risk in some of its business segments.  The ratings
also incorporate the company's well-recognized brand names,
positive operating momentum, success at expanding its Calvin Klein
jeans and underwear franchises, as well as its product and
distribution channel diversity.
     
In recent years, Warnaco has disposed of noncore assets, migrated
to an outsourcing model, and improved its product mix.  These
efforts, along with enhanced cost controls, resulted in
substantially higher operating margins for all of its business
groups.
     
The outlook is stable.  S&P expects Warnaco to sustain its good
operating momentum and improved credit measures.  S&P could revise
the outlook to positive if the company can improve and sustain
financial results in the intermediate term, including expanding
its overall EBITDA margins and enhancing growth in its
international businesses.
     
"However, we could revise the outlook to negative if the company
cannot sustain its operating momentum and engages in debt-financed
share repurchases," said Standard & Poor's credit analyst Susan
Ding.  "According to our internal forecasts, even if the company
reports no revenue growth in 2008 and its margins decline by 200
basis points from current levels, credit metrics would still be
satisfactory for the current ratings, including debt to EBITDA of
2.5x or below," she continued.


WASHINGTON MUTUAL: Moody's Cuts Fin'l Strength Rating to E from D+
------------------------------------------------------------------
Moody's Investors Service downgraded the financial strength rating
of Washington Mutual Bank to E from D+.  Additionally, Washington
Mutual Inc. preferred stock was downgraded to Ca from B2.  All
ratings of Washington Mutual Bank (deposits and senior unsecured
at Baa3, subordinate debt at Ba1, short term Prime-3) and
Washington Mutual Inc. (senior unsecured at Ba2, subordinate at
Ba3, preferred at Ca) were placed under review for downgrade.

The downgrade of the Bank Financial Strength Rating resulted from
WaMu's severe asset quality issues which are depleting its capital
base and leading to an erosion of its franchise.  These issues are
substantially limiting WaMu's financial flexibility and
potentially preventing it from replenishing capital and preserving
diversified and stable funding sources.  This could lead to the
acquisition of WaMu by a stronger financial institution with or
without regulatory assistance.

Although Moody's believes that the US Treasury's $700 billion
asset purchase program has the potential to restore confidence in
US banks, benefits of the program to WaMu are uncertain in the
short-term.  WaMu's troubled asset portfolios are sizeable in
relation to its capital base.  Although details of the program are
still being worked out, mark-downs that could be required if a
large portion of its troubled assets were sold into the program
are likely to erode its capital position.  Finally, implementation
of the Treasury's proposed program may take some time, whereas
WaMu has more immediate needs to develop a solution that re-
establishes confidence and stabilizes its funding base.

"We believe WaMu's capital is insufficient to absorb its mortgage
losses," said Craig Emrick, Moody's Vice President and Senior
Credit Officer.

Moody's believes there is the potential that WaMu will be acquired
by a larger, more stable financial institution.  However, given
the depth of the firm's asset quality problems, such a potential
transaction could involve regulatory assistance.  In a transaction
involving regulatory assistance, Moody's believes that deposits,
currently rated Baa3, would likely be assumed by an acquiring
entity.  

However, the assumption of other bank obligations by an acquiring
entity, including senior debt, is less certain.  Moody's believes
it is unlikely that the obligations of Washington Mutual Inc.  
would be assumed by an acquiring entity in an assisted
transaction, and the potential loss on these instruments could be
significant.  The downgrade of the preferred stock reflects the
deep subordination of these instruments and likely losses in the
event of an assisted transaction.

During its review, Moody's will focus on the company's ability to
enhance its capital and liquidity resources through a potential
sale or other strategic initiatives.

Downgrades:

Issuer: Washington Mutual Bank

  -- Bank Financial Strength Rating, Downgraded to E from D+

Issuer: Washington Mutual Bank FSB

  -- Bank Financial Strength Rating, Downgraded to E from D+

Issuer: Washington Mutual Pfd Funding (Cayman) I Ltd

  -- Preferred Stock Preferred Stock, Downgraded to Ca from B2

Issuer: Washington Mutual Preferred Funding Trust I

  -- Preferred Stock Preferred Stock, Downgraded to Ca from B2

Issuer: Washington Mutual Preferred Funding Trust II

  -- Preferred Stock Preferred Stock, Downgraded to Ca from B2

Issuer: Washington Mutual Preferred Funding Trust III

  -- Preferred Stock Preferred Stock, Downgraded to Ca from B2

Issuer: Washington Mutual Preferred Funding Trust IV

  -- Preferred Stock Preferred Stock, Downgraded to Ca from B2

Issuer: Washington Mutual, Inc.

  -- Multiple Seniority Shelf, Downgraded to (P)Ca from (P)B2
  -- Preferred Stock Preferred Stock, Downgraded to Ca from B2

On Review for Possible Downgrade:

Issuer: Bank United

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Ba1

Issuer: Providian Capital I

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently Ba3

Issuer: Providian Financial Corporation

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Placed on Review
     for Possible Downgrade, currently Ba2

Issuer: Washington Mutual Bank

  -- Issuer Rating, Placed on Review for Possible Downgrade,
     currently Baa3

  -- OSO Rating, Placed on Review for Possible Downgrade,
     currently P-3

  -- Deposit Rating, Placed on Review for Possible Downgrade,
     currently P-3

  -- OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Downgrade, currently Baa3

  -- Multiple Seniority Bank Note Program, Placed on Review for
     Possible Downgrade, currently Ba1

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Ba1

  -- Senior Unsecured Deposit Note/Takedown, Placed on Review for
     Possible Downgrade, currently Baa3

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Baa3

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Downgrade, currently Baa3

Issuer: Washington Mutual Bank FSB

  -- Issuer Rating, Placed on Review for Possible Downgrade,
     currently Baa3

  -- OSO Rating, Placed on Review for Possible Downgrade,
     currently P-3

  -- Deposit Rating, Placed on Review for Possible Downgrade,
     currently P-3

  -- OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Downgrade, currently Baa3

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Downgrade, currently Baa3

Issuer: Washington Mutual Capital I

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently Ba3

Issuer: Washington Mutual Capital Trust 2001

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Downgrade, currently Ba3

Issuer: Washington Mutual, Inc.

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Downgrade, currently (P)Ba3

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Ba3

  -- Senior Subordinated Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently Ba3

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Ba2

Outlook Actions:

Issuer: Bank United

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Providian Capital I

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Providian Financial Corporation

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Washington Mutual Bank

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Washington Mutual Bank FSB

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Washington Mutual Capital I

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Washington Mutual Capital Trust 2001

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Washington Mutual Pfd Funding (Cayman) I Ltd

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Washington Mutual Preferred Funding Trust I

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Washington Mutual Preferred Funding Trust II

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Washington Mutual Preferred Funding Trust III

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Washington Mutual Preferred Funding Trust IV

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Washington Mutual, Inc.

  -- Outlook, Changed To Rating Under Review From Negative

Moody's last took a rating action on Washington Mutual Inc. on
September 11, 2008.  Washington Mutual Inc. is based in Seattle
and reported total assets of $310 billion at June 30, 2008.


WELLMAN INC: Deutsche Bank Loan Terms Amended; Timetable Revised
----------------------------------------------------------------
Wellman Inc. and its affiliates, Deutsche Bank Securities Inc.,
and Deutsche Bank Trust Company Americas amended the parties' DIP
Credit Agreement, requiring the Debtors to follow this timetable:

   September 30     Enter into a backstop agreement that would
                    provide $70 million of additional funding
                    to the Debtors

   October 7        Obtain an exit financing commitment

   October 20       Obtain approval from the U.S. Bankruptcy Court
                    for the Southern District of New York of the
                    disclosure statement  

   October 31       Provide documentation for the exit
                    financing, backstop commitment and other
                    financial accommodations.

   December 5       Obtain a court order confirming the Plan

   December 10      Exit bankruptcy   

The parties also agreed to (i) reduce the maximum amount
available under the DIP Credit Agreement to $120 million on
November 1; (ii) eliminate any increase in the required minimum
available liquidity so that it remains at $20 million; and (iii)
limit to $14 million the amount of cash the Debtors can spend
before December 1 relating to the closure of their fibers and
engineering resins business.

The amended DIP Credit Agreement also requires the Debtors to  
stop purchasing raw materials for their fibers and engineering
resins businesses by October 15, and to achieve these EBITDA
targets, considering only the operations of their polyethylene
terephthalate (PET) resins business:

                      Minimum Monthly
   Months             PET Resin EBITDA
   ------             ----------------
   September 2008                $0
   October 2008          $2,000,000
   November 2008         $2,500,000
   December 2008         $3,000,000
   January 2009          $1,500,000

The amended DIP Credit Agreement also limits the amount the
Debtors can include in their borrowing base for their fibers and
engineering resins business to:

                                     Max. Non-PET Resin Business
                                     Borrowing Base Component
                                     ---------------------------
  Sept. 30 to but excluding Oct. 31          $68,000,000
  Oct. 31 to but excluding Nov. 30           $41,200,000   
  Nov. 30 to but excluding Dec. 31           $17,600,000
  On or after Dec. 31                                 $0

                         About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and   
markets packaging and engineering resins used in food and
beverage packaging, apparel, home furnishings and
automobiles.  They manufacture resins and polyester staple fiber a
three major production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No.
08-10595).  Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP,
in New York City, represents the Debtors.  Lazard Freres & Co.,
LLC, acts as the Debtors' financial advisors and investment
bankers.  Conway, Del Genio, Gries & Co., LLC, was also retained
as the Debtors' chief restructuring advisor.

The United States Trustee for Region 2 has appointed seven members
to the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, serves as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., acts as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.  (Wellman Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


WELLMAN INC: Seeks New Exit Financing to Replace Ableco Loan
------------------------------------------------------------
Wellman Inc. and its affiliates said they are currently seeking
new exit financing and anticipate having a commitment in place by
October 7, which is the deadline provided under the DIP Credit
Agreement.

The Debtors obtained a commitment from Ableco Finance LLC, for a
four-year $175-million senior secured financing facility.  The
commitment, however, was contingent upon the amount of the new
first lien notes being less than the U.S. Bankruptcy Court for the
Southern District of New York's $140 million valuation of Bank of
New York's collateral.  Consequently, the Debtors need to obtain a
new commitment for the Plan.

The Debtors expect to receive $69.8 million from their new credit
facility and proceeds from their rights offering to pay off their
DIP loan and other administrative claims.

In addition to the new credit facility, the Debtors intend to
raise $70 million of notes that may be converted into common
stock of Wellman Holdings Inc., through a rights offering.  The
Plan provides that each holder of a second lien term loan claim
would be granted the right to subscribe for up to its pro rata
share of $70 million principal amount of 8% PIK Convertible Notes
of the Debtors pursuant to the rights offering.

The rights offering would be backstopped by SOLA LTD, BlackRock
Advisors, certain affiliates, and any second lienholder that
becomes a signatory to the new Backstop Commitment Agreement.

Pursuant to the Backstop Commitment Agreement dated Sept. 16,
2008, the parties would purchase Convertible Notes that are not
sold in the rights offering on a several, not joint, basis at a
price equal to the par value of the notes ($1,000 per note).  The
parties would receive a fee of $5 million, which is payable in
additional Convertible Notes.

        ANTICIPATED SOURCES AND USES OF CASH AT EMERGENCE
                          ($ in millions)

Sources                           Uses
-------                           ----
New Credit Facility       $69.8   DIP Credit Facility     $68.7
Rights Offering Proceeds   70.0   Exit Facility
                                    Fees and Costs          4.8
                                  Professional Fees         9.3
                                  Cure Payments and
                                    Sec. 503(b)(9) claims  57.0
                         ------                          ------
   Total Sources         $139.8      Total Uses          $139.8
                         ======                          ======

                         About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and   
markets packaging and engineering resins used in food and
beverage packaging, apparel, home furnishings and
automobiles.  They manufacture resins and polyester staple fiber a
three major production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No.
08-10595).  Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP,
in New York City, represents the Debtors.  Lazard Freres & Co.,
LLC, acts as the Debtors' financial advisors and investment
bankers.  Conway, Del Genio, Gries & Co., LLC, was also retained
as the Debtors' chief restructuring advisor.

The United States Trustee for Region 2 has appointed seven members
to the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, serves as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., acts as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.  (Wellman Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


WELLMAN INC: Salient Terms of Amended Joint Reorganization Plan
---------------------------------------------------------------
Wellman Inc. and its affiliates filed with the U.S. Bankruptcy
Court for the Southern District of New York amended versions of
their Chapter 11 Joint Plan of reorganization, and disclosure
statement explaining the terms of the Plan, after the Court
entered a ruling that Bank of New York's collateral is worth
$140,000,000, about twice the $69,000,000 had estimated in their
original plan.

The Debtors primarily amended their Plan to modify the treatment
of claims and the expected recovery of their First and Second
Lien Lenders.  The major components of the amended Plan are:

   (1) Certain Second Lien Lenders have committed to contribute
       $70 million in new capital to the reorganized company;

   (2) The Second Lien Lenders would convert 100% of their debt
       in exchange for equity of the reorganized company and
       receive 90% of the proceeds from the distribution trust,
       which had been set up to prosecute litigation claims;

   (3) If the First Lien Lenders as a class vote to accept the
       Plan, they would receive a $75 million promissory note
       secured by the property, plant and equipment (PP&E) at
       the Pearl River facility and the proceeds from the sale
       of the pledged collateral, including the intellectual
       property and intangible assets on which the Second Lien
       Lenders hold security interests, at the facilities to be
       closed in connection with the operational restructuring
       plan.

       However, if the First Lien Lenders vote otherwise, they
       would receive a promissory note of about $70 million
       secured by the PP&E at the Pearl River facility and the
       pledged collateral without the intellectual property and
       intangible assets.

   (4) The general unsecured creditors would receive 10% of the
       proceeds from a distribution trust established under the
       Plan; and

   (5) The Plan does not provide for any distributions on the
       company's capital stock which would be canceled upon
       its confirmation.

Wellman is also expected to emerge from bankruptcy by the end of
the year according to the Plan.

In a Sept. 16 press release, Mark Ruday, chief executive officer
of Wellman, said the amended Plan would allow the Debtors to
emerge from bankruptcy "with a stronger balance sheet, ample
liquidity and an efficient operation focused on the North
American polyethylene terephthalate (PET) resins business."

                    Debtors to Close 2 Plants

As part of the Plan, the Debtors would be exiting their polyester
staple fiber and engineering resins businesses, and consolidate
their PET resin production at its Pearl River facility in Hancock
County, Mississippi.

The Debtors would close their plants in Darlington and
Johnsonville, South Carolina, as well as their corporate
headquarters in Fort Mill, also in South Carolina.  They are
expected to exit the polyester staple fiber and engineering
resins businesses by Nov. 30.

As a result of the closures, the Debtors would terminate about  
740 employees and incur costs related to notification under the
Worker Adjustment and Restraining Notification Act, and severance
of about $9.1 million to be paid out over the next four months.

"We expect to incur approximately $4 to $6 million of other costs
related to closing these facilities.  The Plan, if confirmed, is
subject to closing conditions," Mr. Ruday said.

Pearl River is the Debtors' newest facility, which has an annual
production capacity of 920 million pounds of PET resin.  The
Debtors anticipate that this capacity would be increased to about
one billion pounds when the operational restructuring is
completed and the production is moved from their plant in
Darlington.

A hearing to consider approval of the amended Disclosure
Statement is scheduled for Oct. 16, at 2:00 p.m. (ET).  Creditors
and other concerned parties have until Oct. 9, at 5:00 p.m., to
file their objections.

A full text copy of the amended revised Plan and Disclosure
Statement is available for free at:   

   http://bankrupt.com/misc/WellmanAmendedPlan
   http://bankrupt.com/misc/WellmanAmendedDisclosureStatement

                         About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and   
markets packaging and engineering resins used in food and
beverage packaging, apparel, home furnishings and
automobiles.  They manufacture resins and polyester staple fiber a
three major production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No.
08-10595).  Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP,
in New York City, represents the Debtors.  Lazard Freres & Co.,
LLC, acts as the Debtors' financial advisors and investment
bankers.  Conway, Del Genio, Gries & Co., LLC, was also retained
as the Debtors' chief restructuring advisor.

The United States Trustee for Region 2 has appointed seven members
to the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, serves as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., acts as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.  (Wellman Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


WELLMAN INC: Court OKs Stipulation on Exclusive Rights Extension
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a stipulation extending the period during which Wellman
Inc. and its affiliates have the exclusive right to file their
Chapter 11 plan and solicit votes for that plan.  

The stipulation gives the Debtors until December 7 to formulate an
alternative plan and solicit votes from creditors in case their
proposed joint plan of reorganization is not confirmed by the
Court.  The Debtors, however, are not allowed to seek additional
time unless there is consent from The Bank of New York.

The stipulation was reached by the Debtors, BNY, Wilmington Trust
Company, Deutsche Bank Trust Company Americas and the Official
Committee of Unsecured Creditors to address BNY's objection.

BNY previously filed a statement with the Court, opposing the
proposed extension, saying it restricts the rights of creditors
and other concerned parties from filing and seeking confirmation
of a plan of reorganization.  

                         About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and   
markets packaging and engineering resins used in food and
beverage packaging, apparel, home furnishings and
automobiles.  They manufacture resins and polyester staple fiber a
three major production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No.
08-10595).  Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP,
in New York City, represents the Debtors.  Lazard Freres & Co.,
LLC, acts as the Debtors' financial advisors and investment
bankers.  Conway, Del Genio, Gries & Co., LLC, was also retained
as the Debtors' chief restructuring advisor.

The United States Trustee for Region 2 has appointed seven members
to the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, serves as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., acts as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.  (Wellman Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


WELLMAN INC: Wants Ernst & Young's Scope of Services Expanded
-------------------------------------------------------------
Wellman Inc. and its affiliates filed with the U.S. Bankruptcy
Court for the Southern District of New York their second
supplemental application seeking to expand the scope of services
of Ernst & Young LLP.

The Debtors want the firm to prepare and review certain federal
tax forms for 2007, and review procedures for state tax returns
for the period ended Dec. 31, 2007.  Ernst & Young will also be
tasked to gather and document information necessary for the
preparation  of the federal tax forms.

Ernst & Young will be paid a flat fee of $30,000 for the  
preparation of the federal tax forms,provided that the fees for
the documentation will be based on these hourly rates:

   Professionals                Rates
   -------------              ---------
   Local Partner/Principal/
   Executive Director            $679

   Senior Manager                $577

   Manager                       $455

   Senior                        $357
   
   Staff                         $235

                         About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and   
markets packaging and engineering resins used in food and
beverage packaging, apparel, home furnishings and
automobiles.  They manufacture resins and polyester staple fiber a
three major production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No.
08-10595).  Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP,
in New York City, represents the Debtors.  Lazard Freres & Co.,
LLC, acts as the Debtors' financial advisors and investment
bankers.  Conway, Del Genio, Gries & Co., LLC, was also retained
as the Debtors' chief restructuring advisor.

The United States Trustee for Region 2 has appointed seven members
to the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, serves as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., acts as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.  (Wellman Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


WHITEHALL JEWELERS: Court OKs Miscellaneous Asset Sale Process
--------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware approved Whitehall Jewellers Holdings, Inc., and
Whitehall Jewelers, Inc.'s procedures for the sale of
miscellaneous assets other than store merchandise and store
furniture, fixtures, and equipment.

Procedures of the sale of miscellaneous assets are available at:

       http://bankrupt.com/misc/Whitehall_Sale_Procedures

On Aug. 8, 2008, the Court authorized the Debtors to conduct
going-out-of-business sales for store merchandise and store
furnitue, fixtures and equipment at their store locations.  

To reduce expenses during the wind-down of their business
operations, the Debtors decided that miscellaneous assets that
were previously used in their operations are no longer necessary
for their business.  These assets include:

     -- excess furniture and equipment located at the Debtors'
        headquarters, like desktop and laptop computers;

     -- vans in the field previously used for remount shows;
        and

     -- non-saleable inventory like scrap, gold melt and
        diamond melee.

The Debtors believe that the establishment of orderly procedures
in the sale of the miscellaneous assets will allow the Debtors to
reduce those assets to cash in an expeditious and efficient maner,
minimizing the administrative expenses typically incured with
obtaining Court approval for individual asset sales and maximizing
values for the benefit of creditors and the Debtors' estates.  

The Court ordered that upon closing of any sale of a
misclellaneous assets, net cash proceeds will be deposited into
the Debtors' concentration account and be applied in satisfaction
of the Debtors' secured obligations under the Debtor-In-Possession
Facility.  If the DIP Facility has been satisfied in full during
the sale, the proceeds will be held in escrow by the Debtors
pending further Order of the Court.  The rights of the Lenders to
credit bid must not be impaired.

Before selling the computers and case registers and any other
equipment that contain lists and confidential information about
the Debtors' employees and customers, like credit card numbers,
the Debtors must first remove the information from the computer
equipment.  To the extent the Debtors propose to sell any
"personally identifiable information," such sale shall be made
only in conformity with Section 363(b)(1) of the Bankruptcy Code.

The Court ordered that the Debtors include in their monthly
operating reports a report of sale compliant with Rule 6004(f)  of
the Federal Rules of Bankruptcy Procedure with respect to any
miscellaneous aset sold during a particular reporting period.

                    About Whitehall Jewelers  

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings
Inc. -- http://www.whitehalljewellers.com/-- owns and operates    
375 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.


WHITEHALL JEWELERS: Court Extends Removal Period to Dec. 22
-----------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware, upon Whitehall Jewelers Holdings, Inc., and Whitehall
Jewelers, Inc.'s request, extended the deadline for the filing
of notices of removal of related proceedings by 90 days through
Dec. 22, 2008.

The Debtors requested the extension, stating that they failed to
complete the review of their files and records to determine
whether they should remove any of the Civil Actions.  The Debtors
are still in the process of assessing the relevant information to
make informed decisions as to whether removal is warranted.  The
Debtors told the Court that they have been focused primarily on:

     -- a fast track process for the sale of all of their
        assets, which was complicated by uncertainty regarding
        competing interest in a sinificant amount of
        consignment goods inventory on hand as of June 23,
        2008;

     -- the preparation and timely filing of the Debtors'
        Chpater 11 Schedules and Statements of Financial
        Affairs; and

     -- the comprehensive resolution of material disputes by
        and among the Debtors, the Debtors' senior and junior
        lenders, the Creditors Committee, and a vast majority
        of consignment vendors purusant to a global settlement
        and related vendor agreements that have been submitted
        to the Court for approval.

                    About Whitehall Jewelers  

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings
Inc. -- http://www.whitehalljewellers.com/-- owns and operates    
375 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.


WILLIAM DUENAS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: William Duenas
        Martha Duenas
        7706 Morning Mist Drive
        Corona, CA 92880
        Tel: (323)-533-4275

Bankruptcy Case No.: 08-22760

Chapter 11 Petition Date: September 22, 2008

Court: Central District Of California (Riverside)

Judge: Thomas B. Donovan

Debtor's Counsel: Thomas J. Bayard, Esq.
                  tjb@ebh-law.com
                  Elkins, Bayard & Hollands
                  20955 Pathfinder Rd., Ste. 160-4
                  Diamond Bar, CA 91765
                  Tel: (909) 843-6590

Estimated Assets: $76,800

Estimated Debts: $3,348,665

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

           http://bankrupt.com/misc/califcb08-22760.pdf


WILLIAM FELLING: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: William John Felling
        Betty Marie Felling
        2283 Elden Avenue
        Costa Mesa, CA 92667

Bankruptcy Case No.: 08-15904

Chapter 11 Petition Date: September 22, 2008

Court: Central District Of California (Santa Ana)

Debtor's Counsel: Matthew E. Faler, Esq.
                  mfaler@faler-law.com
                  Law Offices of Matthew E. Faler
                  17330 Brookhurst St., Ste. 240
                  Fountain Valley, CA 92708
                  Tel: (714) 965-7800
                  Fax: (714) 965-7823

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

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

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

           http://bankrupt.com/misc/califcb08-15904.pdf


ZAP IMPORT: U.S. Trustee Sets 341(a) Meeting for October 10
-----------------------------------------------------------
The United States Trustee for the District of Puerto Rico will
convene a meeting of creditors of Zap Import & Export Corp. at
9:00 a.m., on Oct. 10, 2008, at 341 Meeting Room, Ochoa Building,
Tanca Street, in San Juan, Puerto Rico.

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

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

Based in San Juan, Puerto Rico, Zap Import & Export Corp. imports
and exports motor vehicle supplies and new parts.  The company
filed for Chapter 11 protection on Sept. 3, 2008 (Bankr. D. P.R.
Case No. 08-05799).  Winston Vidal Gambaro, Esq., represents the
Debtor.


ZAP IMPORT: Court Approves Winston Vidal as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
authorized Zap Import & Export Corp. to employ the Law Office of
Winston Vidal as its bankruptcy counsel.

The Debtor has retained the services of the firm since it is not
sufficiently familiar with the law to be able to plan and conduct
the proceedings without legal counsel.

A $3,000 retainer advanced by the Debtor, will be billed on a
basis of $175 per hour plus expenses for work performed or to be
performed by the law firm.

To the best of the Debtors' knowledge, the firm is a
"disinterested person" as defined in the U.S. Bankruptcy Code.

Based in San Juan, Puerto Rico, Zap Import & Export Corp. imports
and exports motor vehicle supplies and new parts.  The company
filed for Chapter 11 protection on Sept. 3, 2008 (Bankr. D. P.R.
Case No. 08-05799).  Winston Vidal Gambaro, Esq., represents the
Debtor.


ZAP IMPORT: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Zap Import & Export Corp. delivered to the United States
Bankruptcy Court for the District of Puerto Rico its schedules of
assets and liabilities, disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                 ----------    -----------
   A. Real Property                 $9,430,000
   B. Personal Property             $1,626,928
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $10,304,217
      Secured Claims
   E. Creditors Holding                               $65,446
      Unsecured Priority
      Claims
   F. Creditors Holding                              $791,463
      Unsecured Nonpriority
      Claims
                                   -----------    -----------
      TOTAL                        $11,056,928    $11,161,127

Based in San Juan, Puerto Rico, Zap Import & Export Corp. imports
and exports motor vehicle supplies and new parts.  The company
filed for Chapter 11 protection on Sept. 3, 2008 (Bankr. D. P.R.
Case No. 08-05799).  Winston Vidal Gambaro, Esq., represents the
Debtor.


* Fitch Says U.S. CMBS Delinquencies Rise 1 Bps in August
---------------------------------------------------------
Early signs of expected retail property weakness caused U.S. CMBS
delinquencies to tick up one basis point in August 2008 to 0.44%
from 0.43%, according to the latest Fitch Ratings loan delinquency
index.

The continued slow rise in delinquencies follows Fitch's
expectations that certain property types, led by retail, will
experience higher delinquencies during the remainder of 2008.

'While delinquent retail loans represent only 0.26% of all loans
within the sector, retail delinquencies increased 29% over July's
total,' said Managing Director and U.S. CMBS group head Susan
Merrick.  'Fitch also continues to monitor an additional 45 retail
loans which are performing, but have been transferred to special
servicing.'

To date, retail delinquencies have been comprised primarily of
smaller loans collateralized by strip centers or older power
centers.  The average loan size is approximately $4.9 million, and
these properties are typically located in secondary or tertiary
markets, or in markets facing difficult economic conditions.  The
largest geographic concentrations of retail delinquencies are
found in Indiana, Michigan, and Texas, which represent 14.7%,
10.8%, and 9.6% of the delinquencies, respectively.  Fitch notes
that approximately 22.5% of all retail delinquencies are
classified as non-performing matured loans.

The profile differs for retail loans which have been transferred
to special servicing but remain current.  The average loan size is
larger at approximately $16.4 million, and the group includes
several malls and larger retail portfolios consisting of anchored
retail centers or single-tenant properties.  Fitch expects
smaller, less competitive regional malls to face additional store
closures and declining sales.  Recent back to school sales have
been disappointing and upcoming holiday sales are expected to be
weak for retailers this season.  Fitch anticipates that if sales
results are significantly lower than expected, many operators will
begin to close stores and/or scale back on new openings in first
quarter-2009.

Multifamily remains the weakest property type in the index.  
However, the sector posted its second consecutive month of net
decreases in delinquencies.  The August decline can be attributed
to the resolution of one large multifamily condominium loan
totaling $128 million.

Delinquent multifamily loans currently represent 47.7% of all
delinquencies within the index, though they make up less than 14%
of all loans within the Fitch-rated universe.  Of all delinquent
multifamily loans, 29.0% are located in Texas, 14% in Florida, 11%
in Michigan.

The seasoned delinquency index, which omits transactions with less
than one year of seasoning, declined one basis point to end the
month at 0.47%.  Ten transactions totaling $26.0 billion became
newly seasoned.  Currently there is only one delinquent loan
totaling $2.6 million in a newly seasoned transaction.

The loan delinquency index measures loans that are at least 60
days delinquent within the universe of all Fitch-rated
transactions, which consists of 476 transactions totaling
$559.6 billion.


* Fitch: Drawings Under Revolving Credit Agreements to Increase
---------------------------------------------------------------
Due to tight liquidity in the capital markets and a recent survey
of corporate issuers, Fitch Ratings expects to see a material
increase in the number of companies drawing under revolving credit
agreements over the near term.  A lack of liquidity and steep
pricing in the Tier-2 commercial paper market, contingency
liquidity planning, and the systemic reduction in lending capacity
are the primary factors causing issuers to draw on their revolving
credit agreements.  As highlighted in Fitch's recent report (Bank
Agreements and Refinancing Risk, dated August 22, 2008) revolving
credit draws have historically been a material red flag for
corporate credit quality, and often a precursor to bankruptcy, but
as this practice becomes more commonplace, the rationale behind
these draws will require further analysis.

The lack of liquidity in the commercial paper market has led to a
reevaluation of liquidity planning among corporate issuers for
working capital and seasonal financing requirements, acquisition
financing, and longer-term capital structure planning.  In March
through May of 2008, Fitch observed a spike in the number of
highly-rated long-term debt issues as companies reduced their
reliance on the commercial paper market.  Fitch believes that
there is some pent-up demand among long-term issuers as current
risk spreads have made long-term debt issuance unattractive.  

As a result, higher-rated credits may be tapping their revolving
credit agreements until market conditions improve.  Higher-rated
credits have also drawn on their revolvers to 'test' the mechanics
and the response of the banks.  There appear to have been minimal
issues in these cases, although there have been examples where
agent banks appear to be exercising care in managing syndicate
bank funding risk by ensuring funding performance of syndicate
banks prior to forwarding funds on to the issuer.

At the other end of the credit spectrum, companies are drawing on
bank lines on a preemptive basis to ensure adequate liquidity in
an uncertain environment.  In addition to the stated risks of
managing potential non-performance by banks, these draws are often
done with an eye toward managing near-term maturities, potential
covenant violations or eventual borrowing base reductions.  
Drawing on revolving credit agreements may also be done to preempt
any technical challenges to a borrower's ability to drawdown on
its bank commitments.  

With leveraged loan maturities continuing to escalate over the
next several years, corporate issuers are taking are taking an
extended view of refinancing risk and options to manage this risk,
often looking forward into 2010 and 2011 maturities.  Further
deterioration in economic or capital market conditions would
further exacerbate these risks, inviting more companies to cement
liquidity positions by drawing down revolvers.

Revolving credit draws are also being influenced by the near-term
reduction in systemic lending capacity, and the uncertainty over
the depth and duration of this trend.  As Lehman Brothers lending
capacity is withdrawn, overlapping exposure of Bank of America and
Merrill Lynch are addressed, and as possibly more institutions are
merged, this systemic reduction will exacerbate the already tight
credit conditions resulting from the credit crisis.

Fitch has found that exposure to Lehman Brothers is relatively
common within corporate revolving credit agreements, but is
typically less than 5% of the total commitments.  The largest
exposures have amounted to approximately 10% of the revolving
credit agreement.  Although some borrowers will experience reduced
revolving credit capacity, Fitch expects that in most cases Lehman
Brothers commitment will be replaced by other syndicate members
and/or potentially by Barclays Bank.  Fitch views corporate
issuers' exposure to Lehman and other investment banks in the area
of revolving credit agreements as manageable.  Fitch notes that
some higher-rated companies are seeing interest from a number of
international banks that have avoided the major pitfalls of the
credit crisis to date and are seeking to expand relationships with
attractive candidates.

In Fitch's recent report, as well as in sector liquidity reports,
Fitch remains focused on internal sources of liquidity versus
external sources of liquidity.  This implies that drawing on
liquidity sources such as revolving credit agreements will not be
universally viewed as a credit negative, if it does, in fact,
stave off a reduction in the amount of liquidity potentially
available.  Recently, Fitch has seen numerous examples of
corporate revolvers being cut back upon a refinancing or a
covenant violation, and this trend is expected to accelerate.

Deteriorating asset values will also lead to a revaluation of
collateral backing secured revolving credit agreements and
borrowing bases.  Fitch expects an increasing number of rating
actions tied to near-term potential covenant violations and/or
refinancing requirements as systemic lending capacity is reduced.

Over the longer-term, Fitch expects that this will force a
reevaluation in capital structure strategies at corporations, with
the likely outcome being lower leverage and a higher proportion of
long-term debt within the debt structure.


* Moody's Cuts Debt Ratings on Various Classes, Initiates Review
----------------------------------------------------------------
Moody's Investors Service has downgraded long-term debt ratings
and also placed on review for possible downgrade short-term debt
ratings of certain credit derivative transactions listed below.
Moody's explained that the Transactions have credit exposure to
AIG Financial Products Corp.  Moody's placed the Prime-1 backed
short-term debt rating of AIGFP on review for possible downgrade
on September 15, 2008.  In addition, the rating actions listed
below are due in part to deterioration in the credit quality of
the Transactions' underlying collateral pool consisting primarily
of structured finance securities.

Bluegrass ABS CDO II Ltd.:

(1) Class description: $248,000,000 Class A-1 Notes Due April 2039

  -- Current Rating: Baa1, on review for possible downgrade / P-1,
     on review for possible downgrade

  -- Prior Rating: Aa3, on review for possible downgrade / P-1
  -- Prior Rating Date: June 18, 2008

(2) Class description: $58,000,000 Class A-2 Floating Rate Notes
due April 2039

  -- Current Rating: Caa3, on review for possible downgrade
  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: June 18, 2008

Independence IV CDO, Ltd./CCN (Impendence IV) LLC:

(1) Class Description: $120MM Class A-1 (Series I) First Priority
Senior Secured Floating Rate Notes Due 2038

  -- Current Rating: B1 / P-1, on review for possible downgrade
  -- Prior Rating: Aa2, on review for possible downgrade/P-1
  -- Prior Rating Date: May 9, 2008

(2) Class Description: $120MM Class A-1 (Series 2) First Priority
Senior Secured Floating Rate Notes Due 2038

  -- Current Rating: B1 / P-1, on review for possible downgrade
  -- Prior Rating: Aa2, on review for possible downgrade/P-1
  -- Prior Rating Date: May 9, 2008

(3) Class Description: $40MM Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2038

  -- Current Rating: Caa3
  -- Prior Rating: Baa3, on review for possible downgrade
  -- Prior Rating Date: May 9, 2008

(4) Class Description: $38MM Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2038

  -- Current Rating: Ca
  -- Prior Rating: B3, on review for possible downgrade
  -- Prior Rating Date: May 9, 2008

(5) Class Description: $40MM Class B Fourth Priority Senior
Secured Floating Rate Notes Due 2038

  -- Current Rating: Ca
  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: May 9, 2008

Orchard Park Ltd./CCN (Orchard Park) LLC:

(1) Class Description: Commercial Paper

  -- Current Rating: P-1, on review for possible downgrade
  -- Prior Rating: P-1
  -- Prior Rating Date: November 18, 2003

(2) Class Description: $120,000,000 Class A-1 (Series 1) First
Priority Senior Secured Floating Rate Notes Due 2038

  -- Current Rating: Baa3
  -- Prior Rating: Aa2, on review for possible downgrade
  -- Prior Rating Date: June 3, 2008

(3) Class Description: $120,000,000 Class A-1 (Series 2) First
Priority Senior Secured Floating Rate Notes Due 2038

  -- Current Rating: Baa3
  -- Prior Rating: Aa2, on review for possible downgrade
  -- Prior Rating Date: June 3, 2008

(4) Class Description: $51,800,000 Class A-2 Second Priority
Senior Secured Floating Rate Notes Due 2038

  -- Current Rating: Ca
  -- Prior Rating: B2, on review for possible downgrade
  -- Prior Rating Date: June 3, 2008

Orchid Structured Finance CDO, Ltd.:

(1) Class A-1 MM Floating Rate Term Notes

  -- Current Rating: P-1, on review for possible downgrade
  -- Prior Rating: P-1
  -- Prior Rating Date: December 17, 2003

(2) Class Description: $32,500,000 Class A-2 Floating Rate Term
Notes

  -- Current Rating: B3, on review for possible downgrade
  -- Prior Rating: Baa3, on review for possible downgrade
  -- Prior Rating Date: May 13, 2008

(3) Class Description: $19,375,000 Class B Floating Rate Term
Notes

  -- Current Rating: Ca
  -- Prior Rating: Caa3, on review for possible downgrade
  -- Prior Rating Date: May 13, 2008

(4) Class Description: $6,250,000 Class C-1 Floating Rate Term
Notes

  -- Current Rating: C
  -- Prior Rating: Ca
  -- Prior Rating Date: May 13, 2008

(5) Class Description: $5,000,000 Class C-2 Fixed Rate Term Notes

  -- Current Rating: C
  -- Prior Rating: Ca
  -- Prior Rating Date: May 13, 2008


* Moody's Cuts Credit Derivative Deals Exposed to Fannie, Freddie
-----------------------------------------------------------------
Moody's Investors Service has downgraded its ratings of certain
synthetic credit derivative transactions listed below that
incorporate credit default swaps with fixed recovery rates.  
Moody's explained that the Transactions have credit exposure to
Fannie Mae and Freddie Mac which were placed into the
conservatorship of the U.S. government on September 8, 2008.

ACES 2006-13

Class Description: $3,000,000 Class II Floating Rate Notes due
2013

  -- Prior Rating: Ba2
  -- Prior Rating Date: 8/26/2008
  -- Current Rating: Ba3

Aladdin Synthetic CDO II SPC

Class Description: $35,000,000 Series C-2 Notes due 2013

  -- Prior Rating: A2
  -- Prior Rating Date: 12/22/2006
  -- Current Rating: Baa3

Class Description: $5,000,000 Series C-3 Notes due 2013

  -- Prior Rating: A2
  -- Prior Rating Date: 12/22/2006
  -- Current Rating: Baa3

Credit and Repackaged Securities Limited 2006-5

Class Description: $3,000,000 Tranche Notes Due September 15, 2014
(2006-5)

  -- Prior Rating: A3
  -- Prior Rating Date: 8/21/2008
  -- Current Rating: Ba1

Credit and Repackaged Securities Limited 2006-6

Class Description: $2,000,000 Tranche Notes Due September 15, 2014

  -- Prior Rating: A3
  -- Prior Rating Date: 8/21/2008
  -- Current Rating: Ba1

Credit and Repackaged Securities Limited 2006-7

Class Description: $15,000,000 Tranche Notes Due September 15,
2014

  -- Prior Rating: Ba2
  -- Prior Rating Date: 8/21/2008
  -- Current Rating: B3

Credit and Repackaged Securities Limited Series 2006-8

Class Description: $200,000,000 Single Tranche Notes due September
20, 2013

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Prior Rating Date: 8/4/2008
  -- Current Rating: Aa2, on review for possible downgrade

CPORTS 2006-3

Class Description: $200,000,000 Class A Floating Rate Notes
(CPORTS 2006-3) Due 2014

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Prior Rating Date: 8/5/2008
  -- Current Rating: Ba1

Dublin Bay (CDO) Limited

Class Description: $100,000,000 Floating Rate Class A credit-
linked notes

  -- Prior Rating: Aa3
  -- Prior Rating Date: 8/5/2008
  -- Current Rating: Ba1

Maple 2005-32 Tranche Aaa REF: 145857

Class Description: $20,000,000 Tranche Aaa REF: 145857

  -- Prior Rating: Baa3
  -- Prior Rating Date: 3/27/2008
  -- Current Rating: Caa2

Maple 2005-241 Tranche A1 Ref: 129802

Class Description: $100,000,000 Tranche A1 Ref: 129802

  -- Prior Rating: A3
  -- Prior Rating Date: 6/20/2008
  -- Current Rating: B2

Maple 2005-241 Tranche B1

Class Description: $110,000,000 Tranche B1

  -- Prior Rating: Baa2
  -- Prior Rating Date: 6/20/2008
  -- Current Rating: Caa2

Class 2006-4 Montaigne

Class Description: $19,000,000 Units due September 2014

  -- Prior Rating: Aa3
  -- Prior Rating Date: 4/10/2008
  -- Current Rating: Ba1

Morgan Stanley ACES SPC Series 2007-10

Class Description: $200,000,000 Class IA Secured Floating Rate
Notes due 2017

  -- Prior Rating: Aa3
  -- Prior Rating Date: 8/6/2008
  -- Current Rating: Baa2

Morgan Stanley Managed ACES SPC Series 2007-2

Class Description: $50,000,000 Class IA Secured Floating Rate
Notes

  -- Prior Rating: Aaa
  -- Prior Rating Date: 6/26/2007
  -- Current Rating: Aa3

Morgan Stanley Managed ACES SPC Series 2007-3

Class Description: $5,200,000 Class IA Secured Floating Rate Notes
due 2014

  -- Prior Rating: Aaa
  -- Prior Rating Date: 3/28/2007
  -- Current Rating: Aa3

Class Description: EUR 15,000,000 Class IB Secured Floating Rate
Notes due 2014

  -- Prior Rating: Aaa
  -- Prior Rating Date: 3/28/2007
  -- Current Rating: Aa3

Class Description: $30,000,000 Class IC Secured Floating Rate
Notes due 2014

  -- Prior Rating: Aaa
  -- Prior Rating Date: 3/28/2007
  -- Current Rating: Aa3

Steers Credit Linked Trust, Torino Tranche, 2006-1

Class Description: $40,000,000 Trust Certificate

  -- Prior Rating: Aa2
  -- Prior Rating Date: 6/23/2006
  -- Current Rating: Baa2

Swiss Cheetah 2006-1

Class Description: $10,000,000 Swiss Cheetah LLC, Series 2006-1
Credit Default Swap

  -- Prior Rating: Ba2
  -- Prior Rating Date: 8/8/2008
  -- Current Rating: B3

Swiss Cheetah 2006-2

Class Description: $10,000,000 Swiss Cheetah LLC, Series 2006-2
Credit Default Swap

  -- Prior Rating: Ba2
  -- Prior Rating Date: 8/8/2008
  -- Current Rating: B3

Swiss Cheetah 2006-3

Class Description: $10,000,000 Swiss Cheetah LLC, Series 2006-3
Credit Default Swap

  -- Prior Rating: Ba2
  -- Prior Rating Date: 8/8/2008
  -- Current Rating: B3


* Moody's Downgrades Ratings on 38 Tranches from 12 Transactions
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of thirty
eight tranches issued in twelve transactions from the RESI, EASI,
SASI and RESIX shelves.  The certificates are protected through
subordination including a non-amortizing unrated tranche.  The
synthetic transaction provides the owner of a sizable pool of
jumbo mortgages credit protection similar to the credit
enhancement provided through subordination in conventional
residential mortgage backed securities transactions.

The reference portfolio includes prime conforming and
nonconforming balance fixed-rate mortgages purchased from various
originators.  The portfolio is generally static as in most RMBS
deals.

Through an agreement with the securities issuer, the Protected
Party pays a fee for the transfer of a portion of the portfolio
risk.  Investors in the securities have an interest in the
holdings of the issuer, which include highly rated investment
instruments, a forward delivery agreement and fee collections on
the agreement with the Protected Party.  Investors are exposed to
risk from the reference portfolio but benefit only indirectly from
cash flows from these assets.  Depending on the class of
securities held, investors have credit protection from
subordination

The credit-linked notes in the RESIX shelf replicate the cash flow
of synthetic RMBS securities issued as:

RESIX Finance Limited Credit-Linked Notes, Series 2005-D
replicates the cash flows of Class B7, Class B8, Class B9 and
Class B10 issued by the RESI Finance Limited Partnership 2005-D,
Real Estate Synthetic Investment Securities, Series 2005-D
transaction.

RESIX Finance Limited Credit-Linked Notes, Series 2006-1
replicates the cash flows of Class B7, Class B8, Class B9 and
Class B10 issued by the SASI Finance Limited Partnership 2006-A,
Sovereign Asset Synthetic Investment Securities, Series 2006-A
transaction

RESIX Finance Limited Credit-Linked Notes, Series 2006-A
replicates the cash flow of Class B7 issued by the RESI Finance
Limited Partnership 2006-A, Real Estate Synthetic Investment
Securities, Series 2006-A transaction

RESIX Finance Limited Credit- Linked Notes, Series 2006-C
replicates the cash flows of Class B7, Class B8 and Class B9
issued by the RESI Finance Limited Partnership 2006-C, Real Estate
Synthetic Investment Securities, Series 2006-A transaction.

The actions are part of an ongoing, wider review of all RMBS
transactions, in light of the deteriorating housing market and
rising delinquencies and foreclosures.  The rating adjustments
will vary based on level of credit enhancement, collateral
characteristics, pool-specific historical performance, quarter of
origination, and other qualitative factors.

Complete rating actions are:

Issuer: RESI Finance Limited Partnership 2005-D, Real Estate
Synthetic Investment Securities, Series 2005-D

  -- Cl. B-8, downgraded from Ba3 to B1
  -- Cl. B-9, downgraded from B2 to B3, on review for possible
     downgrade

  -- Cl. B-10, downgraded from B3 to Caa2

Issuer: RESIX Finance Limited Credit Linked Notes, Series 2005-D

  -- Cl. B-8, downgraded from Ba3 to B1
  -- Cl. B-9, downgraded from B2 to B3, on review for possible
     downgrade

  -- Cl. B-10, downgraded from B3 to Caa2

Issuer: SASI Finance Limited Partnership 2006-A, Sovereign Asset
Synthetic Investment Securities, Series 2006-A

  -- Cl. B-9, downgraded from Ba3 to B3
  -- Cl. B-10, downgraded from B2 to Caa2

Issuer: RESIX Finance Limited Credit Linked Notes, Series 2006-1

  -- Cl. B-9, downgraded from Ba3 to B3
  -- Cl. B-10, downgraded from B2 to Caa2

Issuer: RESI Finance Limited Partnership 2006-A

  -- Cl. B-7, downgraded from Ba3 to B1

Issuer: RESIX Finance Limited Credit Linked Notes, Series 2006-A

  -- Cl. B-7, downgraded from Ba3 to B1

Issuer: RESI Finance Limited Partnership 2006-C

  -- Cl. B-5, downgraded from Baa1 to Ba1
  -- Cl. B-6, downgraded from Baa1 to Ba3
  -- Cl. B-7, downgraded from Baa2 to B2
  -- Cl. B-8, downgraded from Ba1 to B3, on review for possible
     downgrade

  -- Cl. B-9, downgraded from Ba3 to Caa2

Issuer: RESIX Finance Limited Credit-Linked Notes, Series 2006-C

  -- Cl. B-7, downgraded from Baa2 to B2
  -- Cl. B-8, downgraded from Ba1 to B3, on review for possible
     downgrade

  -- Cl. B-9, downgraded from Ba3 to Caa2

Issuer: RESI Finance Limited Partnership 2007-A

  -- Cl. B-3, downgraded from A2 to B1
  -- Cl. B-4, downgraded from A3 to B2, on review for possible
     downgrade

  -- Cl. B-5, downgraded from A3 to B3, on review for possible
     downgrade

  -- Cl. B-6, downgraded from Baa1 to B3, on review for possible
     downgrade

  -- Cl. B-7, downgraded from Baa3 to Caa2
  -- Cl. B-8, downgraded from Ba2 to Ca

Issuer: RESI Finance Limited Partnership 2007-B

  -- Cl. B-3, downgraded from A3 to Baa2
  -- Cl. B-4, downgraded from Baa1 to Ba1
  -- Cl. B-5, downgraded from Baa1 to Ba2
  -- Cl. B-6, downgraded from Baa2 to Ba3
  -- Cl. B-7, downgraded from Ba1 to B3, on review for possible
     downgrade

Issuer: RESI Finance Limited Partnership 2007-C

  -- Cl. B-6, downgraded from Baa3 to B1

Issuer: EASI Finance Limited Partnership 2007-1

  -- Cl. B-3, downgraded from A2 to B1, on review for possible
     downgrade

  -- Cl. B-4, downgraded from A3 to B2, on review for possible
     downgrade

  -- Cl. B-5, downgraded from Baa2 to B3, on review for possible
     downgrade

  -- Cl. B-6, downgraded from Baa3 to Caa2
  -- Cl. B-7, downgraded from Ba1 to Ca
  -- Cl. B-8, downgraded from Ba2 to Ca
  -- Cl. B-9, downgraded from Ba3 to Ca


* Moody's: Global Paper Product Industry Still Holds Neg. Outlook
-----------------------------------------------------------------
The global paper and forest products industry continues to have a
negative outlook as negative credit trends in North America and
Europe are expected to outweigh the relatively stable credit
performance anticipated for both Asia-Pacific and Latin American
issuers, says Moody's Investors Service.

"Declining demand and volatile input costs are the main concerns
underlying our continued negative outlook for the global paper and
forest products industry," says Moody's VP/Senior Analyst Ed
Sustar.

This trend is most pronounced in North America, Europe and Japan,
where the appetite for most paper and forest products continues to
decline and companies face volatile energy, chemical,
transportation and fiber costs, says Moody's.

However, credit performance is expected to remain positive for
Latin American and many Asian producers, as the emerging middle
class and increasing literacy rates in these regions spur demand
for paper, notes the analyst.

With no sign of a bottom in the US housing market, makers of wood-
based building products remain under pressure.  "They are
responding to the adverse market environment by preserving
liquidity through scaled back capital expenditure programs and
dividend reductions," says Sustar.

In addition, the economic slowdown in mature markets and the
migration to electronic media from paper has also led to a decline
in paper demand.

Thus, the availability and cost of fiber continues to shift
production capacity to regions that can supply and process it at
the lowest cost, says Moody's.

Overall, credit quality is expected to remain under pressure in
the North American paper and forest products sector as companies
continue to cope with volatile fiber, energy and transportation
costs and declining product demand, says the analyst.  However,
some issuers may benefit from the flow through of recent price
increases and the moderation of recycled fiber and energy costs.


* Moody's Cuts Ratings on Certain Synthetic Credit Exposed to LBHI
------------------------------------------------------------------
Moody's Investors Service has downgraded its ratings of certain
synthetic credit derivative transactions listed below that have
exposure to Lehman Brothers Special Financing Inc.  Moody's
explained that LBSFI acts as a credit default swap counterparty in
the Transactions and that its obligations as such are guaranteed
by Lehman Brothers Holdings Inc.  The filing of a petition of
bankruptcy of LBHI under Chapter 11 of the U.S. Bankruptcy Code on
September 15, 2008 is expected to result in an Event of Default
under the CDS in the Transactions and an Event of Default under
the applicable Transaction Indenture, as well as an acceleration
of the principal of and accrued and unpaid interest on the Notes
issued by the respective Transactions.

The obligation to make payments with respect to the Notes is
secured by shares of the Lehman Brothers ABS Enhanced Libor Fund,
a portfolio of highly-rated asset-backed securities.  Following an
acceleration of the Notes, the Fund's portfolio may be liquidated.  
The proceeds of such a liquidation may not be sufficient to repay
in full the principal amount of the funded Note tranches.

The rating actions reflect the increased expected loss
attributable to the Notes.  The severity of losses of certain
tranches may be different, however, depending on the timing and
outcome of a liquidation of the Fund.  Because of this
uncertainty, the ratings of the Notes remain on review for
possible downgrade.

Aviv LCDO 2006-1, Limited

Class Description: $55,000,000 Class B Floating Rate Notes Due
2011

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Prior Rating Date: 05/16/2008
  -- Current Rating: A2, on review for possible downgrade

Class Description: $9,000,000 Class C Floating Rate Notes Due 2011

  -- Prior Rating: A2, on review for possible downgrade
  -- Prior Rating Date: 05/16/2008
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $9,000,000 Class D Floating Rate Deferrable
Notes Due 2011

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Prior Rating Date: 05/16/2008
  -- Current Rating: B2, on review for possible downgrade

Airlie LCDO I (AVIV LCDO 2006-3), Ltd.

Class Description: $50,000,000 Class B-2 Floating Rate Notes Due
2011

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Prior Rating Date: 05/16/2008
  -- Current Rating: Aa2, on review for possible downgrade

Class Description: $14,500,000 Class C Floating Rate Notes Due
2011

  -- Prior Rating: A2, on review for possible downgrade
  -- Prior Rating Date: 05/16/2008
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $12,000,000 Class D Floating Rate Deferrable
Notes Due 2011

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Prior Rating Date: 05/16/2008
  -- Current Rating: B2, on review for possible downgrade

White Marlin CDO 2007-1, Ltd.

Class Description: $8,000,000 Class C-1 Floating Rate Notes Due
2014

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Prior Rating Date: 03/27/2008
  -- Current Rating: A2, on review for possible downgrade

Class Description: $10,000,000 Class C-2 Fixed Rate Notes Due 2014

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Prior Rating Date: 03/27/2008
  -- Current Rating: A2, on review for possible downgrade

Class Description: $18,000,000 Class D Floating Rate Deferrable
Notes Due 2014

  -- Prior Rating: A2, on review for possible downgrade
  -- Prior Rating Date: 03/27/2008
  -- Current Rating: B2, on review for possible downgrade


* Moody's Sees Negative Outlook for Global Pharmaceutical Sector
----------------------------------------------------------------
Moody's Investors Service commented that the outlook for the
global pharmaceutical sector is negative.  This outlook expresses
Moody's expectations for the fundamental credit conditions in the
industry over the next 12 to 18 months.

Moody's view reflects significant patent expirations in the years
2010 through 2013, a tougher regulatory climate resulting in a
slower rate of new product approvals, as well as global cost
containment efforts that may target pharmaceutical pricing or
access.  In addition, event risk related to product safety, patent
challenges from generic manufacturers and other litigation issues
remains somewhat high.  Moody's anticipates that global
consolidation is likely to continue, pressuring credit ratings for
companies that opt to substantially increase financial leverage to
pursue acquisitions.  Moody's expects continued global interest in
the acquisition of U.S.-based drug companies, as well as further
investment in emerging market economies.

In spite of business development strategies, Moody's expects
growth rates for branded drug companies to moderate, especially as
large patent expirations occur.  The growth outlook for
biotechnology companies is stronger because generic threats are
less imminent.  Generic drug companies also face good growth
prospects globally, although the segment of the industry faces
continuing pricing pressure, and even greater likelihood of global
consolidation, potentially debt-financed.

Helping to offset these risks, the pharmaceutical industry still
benefits from favorable demographic trends, supporting the
increasing utilization of pharmaceutical products.  In addition,
the pharmaceutical industry should remain relatively less exposed
to economic weakness in the U.S. and Europe compared to many other
industries.  If economic pressures significantly persist or
spread, however, healthcare cost containment efforts are likely to
intensify.

Branded pharmaceutical companies best able to maintain high credit
ratings will be those with significant product and geographic
diversity, a healthy relationship between patent expirations and
pipeline strength, and highly liquid balance sheets.  Currently,
balance sheets tend to be strong for U.S.-based and Japanese-based
pharmaceutical companies, whereas balance sheets of some European
companies have somewhat weakened following recent acquisitions.  
In general, however, U.S.-based pharmaceutical companies have less
revenue diversity and face larger patent expirations over the next
several years.


* S&P Cuts Ratings on 90 Classes of Closed-end 2nd-lien RMBS Deals
------------------------------------------------------------------
Standard & Poor's Ratings Services addressed its ratings on a
total of 42 U.S. closed-end second-lien RMBS transactions issued
in 2007; 182 classes were affected.  Specifically, S&P lowered its
ratings on 90 classes and affirmed its ratings on 92 classes.  Of
the 92 affirmed ratings, 13 remain on CreditWatch negative, in
line with the ratings on their respective bond insurers.
     
Specifically, S&P lowered its ratings on 10 classes previously
rated 'AAA', one class previously rated 'AA+', one class
previously rated 'AA', one class previously rated 'A+', one class
previously rated 'BBB', six classes previously rated 'BB', 29
classes previously rated 'B', 36 classes previously rated 'CCC',
and five classes previously rated 'CC'.
     
The rating actions reflect S&P's analysis of available credit
enhancement for each rated tranche compared with the lifetime
projected losses on the collateral.  S&P based its analysis on
each bond's ability to withstand the projected losses over its
remaining lifetime.  Given S&P's continued pessimistic outlook on
the U.S. housing market and the ongoing deterioration in
collateral performance of 2005 through 2007 vintage RMBS
transactions backed by CES collateral, S&P recently revised its
loss projections for these transactions, as described in "
S&P Revises Projected Losses For U.S. Closed-End Second-Lien RMBS
Issued In 2005-2007," published Sept. 12, 2008, on RatingsDirect.

These revised projections update S&P's loss projections from those
used to determine the rating actions outlined in "Ratings Lowered
On 793 U.S. Closed-End Second-Lien RMBS Classes From 2004, 2005,
And 2006," published on Dec. 20, 2007, and "184 Closed-End 2nd-
Lien '07 RMBS Ratings Lowered; Some Off Watch Neg, 24 On Watch
Neg," published on April 24, 2008.  In December 2007 S&P used a
three-year forward-looking methodology for an earlier analysis of
these closed-end second-lien vintages; at that time, if a bond was
able to withstand the projected losses over the three-year
horizon, S&P affirmed the rating.
     
The methodology for the aforementioned loss projection revisions
announced Sept. 12, 2008, is consistent with the methodology S&P
used for its revised loss projections for U.S. RMBS backed by
Alternative-A and subprime loan collateral.
     
The downgrades reflect deterioration in the performance of the
collateral pools, as monthly net charge-offs are consistently
outpacing monthly excess interest cash flow by a significant
margin.  As a result, the overcollateralization for these
transactions and the principal balances for many of the
subordinate classes have been completely eroded.  The trend in the
performance of these deals is evident in S&P's downgrades of the
subordinate classes to 'D' over the last few remittance periods,
which resulted in the withdrawal of ratings when the principal
balances were written down to zero.
     
The downgraded classes included in the release had an aggregate
original principal balance of approximately $9.04 billion.  As of
the August 2008 distribution period, the aggregate principal
balance was $5.84 billion.  Approximately 36.79% of the classes,
by original principal balance, were rated 'BBB' or lower before
these rating actions.  The resulting ratings associated with the
downgraded classes, as a percentage of the aggregate original
class principal balances, are:

Rating      No. of           Orig. cert.        % of total
category    classes          bal. ($)           actions by bal.
--------    -------          -----------        ---------------
AA          2                914,025,000        23.25
BB          4                291,782,000        7.42
B           4                335,983,000        8.54
CCC         21               1,076,050,000      27.37
CC          45               1,160,753,000      29.52
D           16               153,454,000        3.90

As of the August 2008 distribution period, the transactions issued
in 2007 had total delinquencies of roughly 17.33% of the current
pool balances and ranged from 2.35% (PHH Mortgage Trust Series
2007-SL1) to 34.39% (HarborView Mortgage Loan Trust 2007-A).  
Cumulative losses, as a percentage of the original pool balances,
ranged from 0.24% (HomeBanc Mortgage Trust 2007-1) to 33.10%
(Merrill Lynch Mortgage Investors Trust series 2007-SL1).  The
pool factors ranged from 47.34% (FFMLT series 2007-FFB-SS) to
88.18% (PHH Mortgage Trust series 2007-SL1).
     
Subordination, overcollateralization, and excess interest cash
flows provide credit enhancement for the affected transactions.  
The collateral for these deals consists of 30-year, fixed-rate,
CES mortgage loans backed by residential properties.

                         Rating Actions

ACE Securities Corp. Home Equity Loan Trust, Series 2007-ASL1
Series     2007-ASL1

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        00443MAA4     CCC            B
A-2        00443MAB2     CCC            B
M-1        00443MAC0     CC             CCC
M-2        00443MAD8     CC             CCC
M-3        00443MAE6     CC             CCC
M-4        00443MAF3     D              CCC

ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL1
Series     2007-SL1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        00442FAC6     CC             CCC

Alliance Bancorp Trust 2007-S1
Series     2007-S1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        01853GAA8     CCC            B
A-2        01853GAB6     CCC            B
A-3        01853GAC4     CCC            B
A-4        01853GAD2     CC             CCC

Bear Stearns Mortgage Funding Trust 2007-SL1
Series     2007-SL1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A        07401PAA2     CCC            B
II-A       07401PAB0     CCC            B
M-1        07401PAC8     CC             CCC

Bear Stearns Mortgage Funding Trust 2007-SL2
Series 2007-SL2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        07401RAC4     CC             CCC

Bear Stearns Second Lien Trust 2007-1
Series 2007-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
II-A       07401WAP4     AA             AA
II-M-1     07401WAQ2     D              CC
III-M-1    07401WBB4     D              CC

Bear Stearns Second Lien Trust 2007-SV1
Series 2007-SV1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-2        07401UAB9     BBB-/Watch Neg BBB-/Watch Neg
A-3        07401UAU7     BBB-/Watch Neg BBB-/Watch Neg
M-1        07401UAC7     CCC            B
M-4        07401UAF0     CC             CCC
M-5        07401UAG8     CC             CCC
B-3        07401UAL7     D              CC

C-BASS 2007-SL1 Trust
Series 2007-SL1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        1248MKAA3     BBB-/Watch Neg BBB-/Watch Neg
A-2        1248MKAB1     BBB-/Watch Neg BBB-/Watch Neg
M-1        1248MKAC9     CC             CCC
M-2        1248MKAD7     CC             CCC
B-1        1248MKAE5     D              CCC

CWHEQ Home Equity Loan Trust, Series 2007-S1
Series 2007-S1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1-A      12669RAA5     AA             AA

FFMLT 2007-FFB-SS
Series 2007-FFB-SS
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A          30248EAA6     BBB-/Watch Neg BBB-/Watch Neg
M-2        30248EAC2     CC             CCC

First Franklin Mortgage Loan Trust, Series 2007-FFA
Series 2007-FFA
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        32027AAA7     CC             CCC
M-1        32027AAB5     CC             CCC

GMACM Home Equity Loan Trust 2007-HE2
Series 2007-HE2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        36186LAA1     BB/Watch Neg   BB/Watch Neg
A-2        36186LAB9     BB/Watch Neg   BB/Watch Neg
A-3        36186LAC7     BB/Watch Neg   BB/Watch Neg
A-4        36186LAD5     BB/Watch Neg   BB/Watch Neg
A-5        36186LAE3     BB/Watch Neg   BB/Watch Neg
A-6        36186LAG8     BB/Watch Neg   BB/Watch Neg

GMACM Home Equity Loan Trust 2007-HE3
Series 2007-HE3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A-1      36186MAA9     BB             AAA/Watch Neg
I-A-2      36186MAB7     BB             AAA/Watch Neg
II-A-1     36186MAC5     BB             AAA/Watch Neg
II-A-2     36186MAD3     BB             AAA/Watch Neg
M-1        36186MAE1     CCC            AA+/Watch Neg
M-2        36186MAF8     CCC            A+/Watch Neg

HarborView Mortgage Loan Trust 2007-A
Series 2007-A
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A          41164TAA0     CC             B
B-1        41164TAB8     CC             B
B-2        41164TAC6     D              CCC

Merrill Lynch First Franklin Mortgage Loan Trust, Series 2007-A
Series 2007-A
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        59025QAA7     B              BB
A-2        59025QAB5     B              BB
A-3        59025QAC3     B              BB
M-1        59025QAD1     CCC            BB
M-2        59025QAE9     CC             B
M-3        59025QAF6     CC             B
M-4        59025QAG4     CC             B
M-5        59025QAH2     CC             B
M-6        59025QAJ8     CC             B
B-1        59025QAK5     CC             B
B-2        59025QAL3     CC             CCC
B-3        59025QAM1     CC             CCC
B-4        59025QAN9     CC             CCC

Merrill Lynch Mortgage Investors Trust, Series 2007-SL1
Series 2007-SL1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        59025AAA2     CCC            B
G          59025AAL8     CCC            AAA/Watch Neg
M-1        59025AAB0     CC             CCC
M-4        59025AAE4     D              CC

Morgan Stanley Mortgage Loan Trust 2007-4SL
Series 2007-4SL
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A          61751PAA5     B              BBB
M-1        61751PAB3     CCC            BB
M-2        61751PAC1     CCC            B
M-3        61751PAD9     CCC            B
M-4        61751PAE7     CC             B
M-5        61751PAF4     CC             B
B-1        61751PAG2     CC             CCC
B-2        61751PAH0     D              CCC

Morgan Stanley Mortgage Loan Trust 2007-9SL
Series 2007-9SL
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        61754TAB2     CC             B
M-2        61754TAC0     CC             B
M-3        61754TAD8     CC             CCC
B-1        61754TAE6     CC             CCC
B-2        61754TAF3     CC             CCC
B-3        61754TAG1     CC             CCC
B-4        61754TAH9     CC             CCC
B-5        61754TAJ5     D              CCC

Nomura Asset Acceptance Corporation, Alternative Loan Trust,
Series 2007-S1
Series 2007-S1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A          655374AA4     CC             CCC
M-1        655374AB2     D              CCC

Nomura Asset Acceptance Corporation, Alternative Loan Trust,
Series 2007-S2
Series 2007-S2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A          65538BAA7     BBB-/Watch Neg BBB-/Watch Neg
M-1        65538BAB5     CC             CCC
M-2        65538BAC3     D              CC

PHH Mortgage Trust, Series 2007-SL1
Series 2007-SL1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        69337YAB0     AA+            AA+/Watch Neg
M-2        69337YAC8     AA+            AA+/Watch Neg
M-3        69337YAD6     AA             AA/Watch Neg

SACO I Trust 2007-1
Series 2007-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A        785814AA2     CCC            B
II-A       785814AB0     CCC            B
M-1        785814AC8     CC             CCC
M-2        785814AD6     D              CCC

SACO I Trust 2007-2
Series 2007-2
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
I-A        78581NAA0     CCC            B
II-A       78581NAB8     CCC            B
M-1        78581NAC6     CC             CCC
M-2        78581NAD4     D              CCC

SunTrust Acquisition Closed-End Seconds Trust, Series 2007-1
Series 2007-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A          86801CAA1     BBB-/Watch Neg BBB-/Watch Neg

Terwin Mortgage Trust 2007-1SL
Series 2007-1SL
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-X-1      88157GAC4     CC             AAA/Watch Neg
A-X-2      88157GAS9     CC             AAA/Watch Neg
G          88157GAN0     CC             AAA/Watch Neg

Terwin Mortgage Trust 2007-3SL
Series 2007-3SL
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
G          88157TAL6     CC             AAA/Watch Neg
A-X        88157TAC6     CC             AA/Watch Neg

Terwin Mortgage Trust 2007-9SL
Series 2007-9SL
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-2        88158AAB8     CCC            BB
G          88158AAG7     CC             AAA/Watch Neg
M-1        88158AAC6     CC             B
B-1        88158AAD4     D              B


                          Ratings Affirmed

ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL1
Series 2007-SL1

Class      CUSIP         Rating
-----      -----         ------
A-2        00442FAB8     AAA
ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL2
Series 2007-SL2

Class      CUSIP         Rating
-----      -----         ------
A-1        00443WAA2     AAA


ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL3
Series 2007-SL3

Class      CUSIP         Rating
-----      -----         ------
A          00443YAA8     AAA

American Home Mortgage Assets Trust 2007-3
Series 2007-3

Class      CUSIP         Rating
-----      -----         ------
III-A-1    026935AR7     AAA
III-A-2    026935AS5     AAA

Bear Stearns Second Lien Trust 2007-1
Series 2007-1

Class      CUSIP         Rating
-----      -----         ------
III-A      07401WBA6     AA

Bear Stearns Second Lien Trust 2007-SV1
Series 2007-SV1

Class      CUSIP         Rating
-----      -----         ------
A-1        07401UAA1     BB

CWHEQ Home Equity Loan Trust, Series 2007-S1
Series 2007-S1

Class      CUSIP         Rating
-----      -----         ------
A-1-B      12669RAL1     AA
A-2        12669RAB3     AA
A-3        12669RAC1     AA
A-4        12669RAD9     AA
A-5        12669RAE7     AA
A-6        12669RAF4     AA

CWHEQ Home Equity Loan Trust, Series 2007-S2
Series 2007-S2

Class      CUSIP         Rating
-----      -----         ------
A-1        12670BAA7     AA
A-2        12670BAB5     AA
A-3        12670BAC3     AA
A-4-F      12670BAD1     AA
A-4-V      12670BAL3     AA
A-5-F      12670BAE9     AA
A-5-V      12670BAM1     AA
A-6        12670BAF6     AA

CWHEQ Home Equity Loan Trust, Series 2007-S3
Series 2007-S3

Class      CUSIP         Rating
-----      -----         ------
A-1        12670JAA0     AA
A-2        12670JAB8     AA
A-3        12670JAC6     AA

First Franklin Mortgage Loan Trust, Series 2007-FFC
Series 2007-FFC

Class      CUSIP         Rating
-----      -----         ------
A-1        32029HAA0     AA
A-2A       32029HAB8     AA
A-2B       32029HAC6     AA

Flagstar Home Equity Loan Trust 2007-1
Series 2007-1

Class      CUSIP         Rating
-----      -----         ------
AV-1       33848JAA3     AA
AF-2       33848JAB1     AA
AF-3       33848JAC9     AA
AF-4       33848JAD7     AA
AF-5       33848JAE5     AA

GMACM Home Equity Loan Trust 2007-HE1
Series 2007-HE1

Class      CUSIP         Rating
-----      -----         ------
A-1        36186KAA3     AA
A-2        36186KAB1     AA
A-3        36186KAC9     AA
A-4        36186KAD7     AA
A-5        36186KAE5     AA

GSAA Home Equity Trust 2007-S1
Series 2007-S1

Class      CUSIP         Rating
-----      -----         ------
A-1        362246AA8     B

Home Equity Loan Trust 2007-HSA2
Series 2007-HSA2

Class      CUSIP         Rating
-----      -----         ------
A-1V       43710RAA9     AA
A-1F       43710RAB7     AA
A-2        43710RAC5     AA
A-3        43710RAD3     AA
A-4        43710RAE1     AA
A-5        43710RAF8     AA
A-6        43710RAG6     AA

Home Equity Loan Trust 2007-HSA3
Series 2007-HSA3

Class      CUSIP         Rating
-----      -----         ------
A-I-1      43710WAA8     AA
A-I-2      43710WAB6     AA
A-I-3      43710WAC4     AA
A-I-4      43710WAD2     AA
A-I-5      43710WAE0     AA
A-I-6      43710WAF7     AA

Home Equity Mortgage Loan Asset Backed Trust, Series INDS 2007-1
Series 2007-1

Class      CUSIP         Rating
-----      -----         ------
A          43708DAA4     AA

Home Equity Mortgage Trust 2007-2
Series 2007-2

Class      CUSIP         Rating
-----      -----         ------
1A-1       43710DAA0     AA
2A-1F      43710DAR3     AA
2A-1A      43710DAB8     AA
2A-2       43710DAC6     AA
2A-3       43710DAD4     AA
2A-4       43710DAE2     AA

HomeBanc Mortgage Trust 2007-1
Series 2007-1

Class      CUSIP         Rating
-----      -----         ------
II-A       43741BAN9     AAA
II-M-1     43741BAP4     AA
II-M-2     43741BAQ2     A
II-B       43741BAR0     BBB

Irwin Home Equity Loan Trust 2007-1
Series 2007-1

Class      CUSIP         Rating
-----      -----         ------
IA-1       46412RAA3     AA
IIA-1      46412RAB1     AA
IIA-2      46412RAC9     AA
IIA-3      46412RAD7     AA
IIA-4      46412RAE5     AA
VFN                      AA

Morgan Stanley Mortgage Loan Trust 2007-9SL
Series 2007-9SL

Class      CUSIP         Rating
-----      -----         ------
A          61754TAA4     AA

PHH Mortgage Trust, Series 2007-SL1
Series 2007-SL1

Class      CUSIP         Rating
-----      -----         ------
A-1        69337YAA2     AAA

Terwin Mortgage Trust 2007-1SL
Series 2007-1SL

Class      CUSIP         Rating
-----      -----         ------
A-1        88157GAA8     AAA
A-2        88157GAB6     AAA

Terwin Mortgage Trust 2007-3SL
Series 2007-3SL

Class      CUSIP         Rating
-----      -----         ------
A-1        88157TAA0     B

Terwin Mortgage Trust 2007-9SL
Series 2007-9SL

Class      CUSIP         Rating
-----      -----         ------
A-1        88158AAA0     AAA


* S&P Downgrades Ratings on 134 Cert. Classes from Four US RMBS
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 134
classes of mortgage pass-through certificates from four U.S.
Alternative-A residential mortgage-backed securities transactions
issued in 2006 and 2007.  At the same time, S&P affirmed its
ratings on 23 of the classes from the same four transactions.
     
Total delinquencies, as of the August distribution date, for all
of the Alt-A transactions that Standard & Poor's rated from the
2006 and 2007 vintages increased 6.77% and 9.12%, respectively, on
a month over month basis, while the foreclosure percentage
increased 8.3% and 8.9%, respectively, on a month over month
basis, as detailed in "U.S. Alternative-A RMBS Performance
Update: July 2008 Distribution Date," published Aug. 21, 2008.  
Trends have been similar among the four affected deals and the
continued increase in delinquencies and foreclosures prompted us
to update S&P's expected cumulative losses for them .

In addition to accounting for S&P's increased loss expectations,
the downgrades reflect its belief that credit support, which is
provided by a combination of subordination and excess interest, is
no longer sufficient to maintain the ratings at their previous
levels.  S&P's analysis accounted for the pay structure of each
transaction and it only stressed each class by applying losses
that would occur while it remained outstanding.
     
The collateral for these deals consists of Alt-A, fixed- and
adjustable-rate mortgage loans secured by one- to four-family
residential properties.

Updated Structure-Level Loss Projections

Name                       Original                  Loss
                           bal. (mil. $) Structure   forecast (%)
----                       ------------- ---------   ------------
Alt Loan Trust 2007-5CB    1,441.22      1           5.14
Alt Loan Trust 2007-16CB   1,626.99      1           3.68
Alt Loan Trust 2006-29TI   794.50        1           6.95
RALI series 2006-QS14 Tr   753.68        1           10.14


Rating Actions

Alternative Loan Trust 2006-29T1
Series    2006-29T1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      02147PAA2     B              AAA
1-A-2      02147PAB0     B              AAA
1-A-4      02147PAD6     AA             AAA
1-A-5      02147PAE4     B              AAA
1-A-6      02147PAF1     B              AAA
1-A-7      02147PAG9     B              AAA
1-X        02147PAH7     AA             AAA
2-A-2      02147PAK0     BBB            AAA
2-A-3      02147PAL8     BBB            AAA
2-A-4      02147PAM6     BB             AAA
2-A-5      02147PAN4     B              AAA
2-A-6      02147PAP9     BB             AAA
2-A-7      02147PAQ7     BB             AAA
2-A-8      02147PAR5     B              AAA
2-A-9      02147PAS3     B              AAA
2-A-10     02147PAT1     B              AAA
2-A-11     02147PAU8     B              AAA
2-A-12     02147PAV6     B              AAA
2-A-13     02147PAW4     BB             AAA
2-A-14     02147PAX2     B              AAA
2-A-15     02147PAY0     B              AAA
2-A-16     02147PAZ7     B              AAA
2-A-17     02147PBA1     B              AAA
2-A-18     02147PBB9     B              AAA
2-A-19     02147PBC7     B              AAA
2-A-20     02147PBU7     B              AAA
2-A-21     02147PBV5     B              AAA
2-A-23     02147PBX1     BB             AAA
2-A-24     02147PCH5     B              AAA
2-A-25     02147PCJ1     BB             AAA
2-X        02147PBD5     BBB            AAA
3-A-1      02147PBE3     B              AAA
3-A-2      02147PBF0     B              AAA
3-A-3      02147PBG8     B              AAA
3-A-4      02147PBH6     B              AAA
3-A-5      02147PBJ2     AA             AAA
3-A-6      02147PBK9     AA             AAA
3-A-7      02147PBL7     BB             AAA
3-A-8      02147PBM5     B              AAA
3-A-9      02147PBY9     B              AAA
3-X        02147PBN3     AA             AAA
PO         02147PBP8     B              AAA
M-1        02147PBR4     CCC            A
M-3        02147PCL6     CCC            BB
M-5        02147PCN2     CCC            B

Alternative Loan Trust 2007-16CB
Series 2007-16CB
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-8      02152AAH2     B              AAA
1-A-9      02152AAJ8     B              AAA
2-A-1      02152AAL3     A              AAA
2-A-2      02152AAM1     B              AAA
2-A-3      02152ABQ1     B              AAA
X-2        02152AAN9     A              AAA
3-A-1      02152AAP4     A              AAA
3-A-2      02152AAQ2     B              AAA
X-3        02152AAR0     A              AAA
4-A-1      02152AAS8     A              AAA
4-A-2      02152AAT6     B              AAA
4-A-6      02152ABR9     B              AAA
4-A-7      02152ABS7     A              AAA
4-A-8      02152ABT5     A              AAA
4-A-9      02152ABU2     B              AAA
5-A-1      02152AAY5     B              AAA
5-A-3      02152ABA6     A              AAA
5-A-4      02152ABB4     A              AAA
5-A-5      02152ABC2     B              AAA
5-A-6      02152ABD0     B              AAA
PO         02152ABF5     B              AAA
M-1        02152ABH1     CCC            AA+
M-2        02152ABJ7     CCC            AA
B-1        02152ABK4     CCC            BBB
B-2        02152ABL2     CC             CCC
B-3        02152ABM0     CC             CCC

Alternative Loan Trust 2007-5CB
Series 2007-5CB
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A-1      02150EAA1     BB             AAA
1-A-3      02150EAC7     BB             AAA
1-A-8      02150EAH6     BB             AAA
1-A-9      02150EAJ2     BB             AAA
1-A-10     02150EAK9     BB             AAA
1-A-11     02150EAL7     BB             AAA
1-A-12     02150EAM5     BB             AAA
1-A-14     02150EAP8     BB             AAA
1-A-15     02150EAQ6     BB             AAA
1-A-17     02150EAS2     BB             AAA
1-A-18     02150EAT0     BB             AAA
1-A-19     02150EAU7     BB             AAA
1-A-22     02150EAX1     BB             AAA
1-A-23     02150EAY9     BB             AAA
1-A-24     02150EAZ6     BB             AAA
1-A-25     02150EBA0     BB             AAA
1-A-26     02150EBB8     BB             AAA
1-A-27     02150EBC6     BB             AAA
1-A-28     02150EBD4     BB             AAA
1-A-29     02150EBE2     BB             AAA
1-A-30     02150EBF9     BB             AAA
1-A-31     02150EBG7     BB             AAA
1-A-32     02150EBH5     BB             AAA
1-A-33     02150EBJ1     BB             AAA
1-A-34     02150EBK8     BB             AAA
1-A-35     02150EBL6     BB             AAA
1-A-36     02150EBM4     BB             AAA
1-A-37     02150EBN2     BB             AAA
2-A-1      02150EBP7     BB             AAA
2-A-2      02150EBQ5     BB             AAA
2-A-3      02150ECA9     BB             AAA
2-A-4      02150ECB7     BB             AAA
2-A-5      02150ECC5     BB             AAA
2-A-7      02150ECE1     BB             AAA
2-X        02150ECF8     BB             AAA
PO         02150EBS1     BB             AAA

RALI Series 2006-QS14 Trust
Series 2006-QS14
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        74922GAA2     B              AAA
A-2        74922GAB0     B+             AAA
A-3        74922GAC8     B              AAA
A-4        74922GAD6     B              AAA
A-5        74922GAE4     B              AAA
A-6        74922GAF1     B+             AAA
A-7        74922GAG9     BB             AAA
A-8        74922GAH7     B              AAA
A-9        74922GAJ3     B              AAA
A-10       74922GAK0     B              AAA
A-12       74922GAM6     B+             AAA
A-13       74922GAN4     B              AAA
A-14       74922GAP9     B              AAA
A-15       74922GAQ7     B              AAA
A-16       74922GAR5     B              AAA
A-18       74922GAT1     B              AAA
A-20       74922GAV6     B              AAA
A-21       74922GAW4     B              AAA
A-22       74922GAX2     B              AAA
A-23       74922GAY0     B              AAA
A-24       74922GAZ7     B              AAA
A-25       74922GBA1     B+             AAA
A-26       74922GBB9     B              AAA
A-27       74922GBC7     B              AAA
A-30       74922GBF0     B              AAA
A-P        74922GBG8     B              AAA
M1         74922GBL7     CCC            AAA

Ratings Affirmed

Alternative Loan Trust 2007-16CB
Series 2007-16CB

Class      CUSIP         Rating
-----      -----         ------
1-A-1      02152AAA7     AAA
1-A-2      02152AAB5     AAA
1-A-3      02152AAC3     AAA
1-A-4      02152AAD1     AAA
1-A-5      02152AAE9     AAA
1-A-6      02152AAF6     AAA
1-A-7      02152AAG4     AAA
X-1        02152AAK5     AAA
4-A-3      02152AAU3     AAA
4-A-4      02152AAV1     AAA
4-A-5      02152AAW9     AAA
5-A-2      02152AAZ2     AAA

Alternative Loan Trust 2007-5CB
Series 2007-5CB

Class      CUSIP         Rating
-----      -----         ------
1-A-2      02150EAB9     AAA
1-A-4      02150EAD5     AAA
1-A-5      02150EAE3     AAA
1-A-6      02150EAF0     AAA
1-A-13     02150EAN3     AAA
1-A-20     02150EAV5     AAA
1-A-21     02150EAW3     AAA
1-X        02150EBR3     AAA

RALI Series 2006-QS14 Trust
Series 2006-QS14

Class      CUSIP         Rating
-----      -----         ------
A-11       74922GAL8     AAA
A-19       74922GAU8     AAA
A-V        74922GBH6     AAA


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Sept. 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week Cash Flow Workshop: An Overview
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: www.turnaround.org

Sept. 24-25, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Florida Annual Golf Tournament
         Champions Gate Golf Club, Orlando, Florida
            Contact: 561-882-1331 or www.turnaround.org

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 25, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Case Study with Tom Kim, TMA Small Business of the Year
         Turnaround Award - TMA Arizona Chapter Meeting
            TBD, Phoenix, Arizona
               Contact: www.turnaround.org

Sept. 26, 2008
   ASSOCIATION OF BUSINESS RECOVERY PROFESSIONALS
      R3 International Restructuring & Insolvency Conference
         Grange City Hotel, London
            Contact: courses@r3.org.uk; 020 7566 4225

Sept. 26, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Marriott Desert Ridge, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: www.turnaround.org/

Oct. 3, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/UMKC Midwestern Bankruptcy Institute
         H. Roe Bartle Hall Convention Center, Kansas City
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         Standard Club, Chicago, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Charity Golf Event
         Forest Park Golf Course, St. Louis, Missouri
            Contact: www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Billiards Networking Night
         Herbert's Billiards, Secaucus, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Member Social
         Davenport Press, Mineola, New York
            Contact: 631-251-6296 or www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         TBD, Calgary, Alberta
            Contact: 503-768-4299 or www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      View from the Bench - Bankruptcy Update
         Summit Club, Birmingham, Alabama
            Contact: www.turnaround.org

Oct. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      How to Contract with a Turnaround Manager
         University Club, Portland, Oregon
            Contact: www.turnaround.org

Oct. 22, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Nevada Award Night
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: www.turnaround.org

Oct. 23, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Election Oriented
         TBD, Phoenix, Arizona
            Contact: www.turnaround.org

Oct. 23, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Effective Turnarounds: A Panel of Professionals
         TBA, Rochester, New York
            Contact: www.turnaround.org

Oct. 23-24, 2008
   AMERICAN CONFERENCE INSTITUTE
      Distressed Assets Boot Camp
         TBD, London, United Kingdom
            Contact: www.americanconference.com

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 29-30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Corporate Governance Meetings
         Marriott, New Orleans, Louisiana
            Contact: www.turnaround.org

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               www.renaissanceamerican.com

Oct. 31, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Hilton, Frankfurt, Germany
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 6, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Coach House Diner & Restaurant, Hackensack, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Nov. 11, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Conference
         Marriott, Troy, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Case Study
         Summit Club, Birmingham, Alabama
            Contact: www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Effective Turnarounds:A View From Workout Consultants
         TBA, Buffalo, New York
            Contact: www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Social
         TBD, Melville, New York
            Contact: 631-251-6296 or www.turnaround.org

Nov. 13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Meeting
         TBD, Calgary, Alberta
            Contact: 503-768-4299 or www.turnaround.org

Nov. 17-18, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Distressed Investing
            Contact: 800-726-2524; 903-595-3800;
               www.renaissanceamerican.com

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         Tournament Players Club at Jasna Polana, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
Restructuring/Bankruptcy
         Bankers Club, Miami, Florida
            Contact: 312-578-6900; http://www.turnaround.org/
  
Nov. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Senior Housing & Long Term Care
         Washington Athletic Club,Seattle, Washington
            Contact: www.turnaround.org

Nov. 27, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Chris Kaup
         TBD, Phoenix, Arizona
            Contact: www.turnaround.org

Dec. 3, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Party
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: 702-952-2480 or www.turnaround.org

Dec. 3, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         Terminal City Club, Vancouver, British Columbia
            Contact: 503-768-4299 or www.turnaround.org

Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

Dec. 8, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering
         TBD, Long Island, New York
            Contact: 631-251-6296 or www.turnaround.org

Dec. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         Washington Athletic Club, Seattle, Washington
            Contact: 503-768-4299 or www.turnaround.org

Dec. 11, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         University Club, Portland, Oregon
            Contact: 503-768-4299 or www.turnaround.org

Dec. 18, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday MIxer
         TBD, Phoenix, Arizona
            Contact: 623-581-3597 or www.turnaround.org

Dec. 31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Sponsorships - Annual Golf Outing, Various Events
         TBA, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Jan. 21-22, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Bellagio, Las Vegas, Nevada
            Contact: www.turnaround.org

Jan. 22-23, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 5-7, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Insolvency Symposium
         Westin Casurina, Grand Cayman Island, AL
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 25-27, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Valcon
         Four Seasons, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Beverly Wilshire, Beverly Hills, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 17-18, 2009
   NATIONAL ASSOCIATION OFBANKRUPTCY TRUSTEES
      NABT Spring Seminar
         The Peabody, Orlando, Florida
            Contact: http://www.nabt.com/

Apr. 20, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         John Adams Courthouse, Boston, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Governance Meetings
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

Apr. 28-30, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Intercontinental Hotel, Chicago, Illinois
            Contact: www.turnaround.org

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

May 14-16, 2009
   ALI-ABA
      Chapter 11 Business Reorganizations
         Langham Hotel, Boston, Massachusetts
            Contact: http://www.ali-aba.org

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 15-18, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Dec. 2-4, 2010
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                     *      *      *

                   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.  Julybien D. Atadero, Sheryl Joy P. Olano, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino
Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph
Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***