/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/081006.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, October 6, 2008, Vol. 12, No. 238 Headlines 26-01 ASTORIA: Files Disclosure Statement in New York ACCESS FINANCIAL: Fitch Retains Cl. B-1 Issue at 'CCC/DR2' Rating ACUSPHERE INC: Names Michael Slater as SVP Regulatory Affairs ADVANCED MICRO: Settles Claims in Antitrust Litigation AFC MORTGAGE: Fitch Slashes Rating on Class2A RMBS to CCC from BBB AFFINION GROUP: S&P Holds 'B+' Rating; Changes Outlook to Stable ALADDIN SYNTHETIC: Moody's Cuts Ratings on Credit Quality Slide AMERICAN COLOR: Works on Vertis Merger Completion, Exit Funding AMERICAN INT'L: To Refocus as Worldwide Property & Casualty Co. AMERICAN INT'L: Recent Ratings Won't Affect RMBS Certs., S&P Says AMPEX CORP: Emerges from Bankruptcy; Consummates Chapter 11 APPLERIDGE RETIREMENT: Files for Chapter 11, Workers Unaffected ASSOCIATES: Fitch Downgrades Ratings on Seven Housing Issues BANKAMERICA: Fitch Takes Rating Actions on Various Housing Issues BCF LLC: Fitch Puts Five Rated Cert. Classes Under Negative Watch BIOMETRX INC: Files Amended Employee Compensation Plan with SEC BOMBARDIER CAPITAL: Fitch Takes Rating Actions on Various Classes BSML INC: MicroCapital LLC Discloses 17.4% Equity Stake CABLEVISION SYSTEMS: GAMCO Discloses 8.43% Stake CALDERA RESOURCES: TSX Reviews Common Share Listing Compliance C-BASS: Fitch Affirms Class B-3 Housing Issue Rating at 'B' CBRE REALTY: Fitch Chips $9.5MM Class L CDO to 'B-' from 'BB-' CELTS 2007-1: Fitch Cuts and Withdraws Ratings on Two Note Classes CHESAPEAKE CORP: Sees Likely Default on Loan Facility Covenant CIENA CAPITAL: Gets Initial OK to Access Allied Capital Facility CIPRICO INC: Completes Sale of Intellectual Property Assets CMR MORTGAGE: Reports $1.3 Million Net Income for March 2008 COGECO CABLE: Fitch Affirms Issuer Default Rating at 'BB+' COLUMBIA CREST: Case Summary & Three Largest Unsecured Creditors COLUMBUS HOSPITAL: Moody's Withdraws 'B3' Rating on Series A Bonds COMFORT CO: Case Summary & 30 Largest Unsecured Creditors COMIJA INC: Voluntary Chapter 11 Case Summary CONSECO FINANCE: Fitch Retains Junk Ratings on 11 Housing Issues CONSTELLATION COPPER: TSX Delists Common Shares on October 2 CPORTS 2006-3: Moody's Trims $200MM Class A Notes Rating to 'Ba3' CREDIT AND REPACKAGED: Poor Credit Quality Cues Moody's Rtngs Cut CREDIT SUISSE: Fitch Cuts Ratings on Two Classes to BB from BBB CYBERDEFENDER CORP: SEC Grants Request to Exclude Form 10-Q Info DERBES REALTY: Voluntary Chapter 11 Case Summary DEUTSCHE FINANCIAL: Fitch Keeps 'CC/DR2' Rating on Cl. M Issue D & J INC: Case Summary & 13 Largest Unsecured Creditors DIOMED HOLDINGS: Pays $1.1MM of Accrued Loan Interest and Fees EAGLE VENTURES: Will File Reorganization Plan in Fourth Quarter EDUCARE INC: Case Summary & 20 Largest Unsecured Creditors EMIGRANT BANCORP: Fitch Cuts ID Ratings with Negative Outlook EMPORIA PREFERRED: Fitch Affirms Ratings on Seven Classes of Notes EMPORIA PREFERRED: Fitch Affirms Ratings on Seven Classes of Notes ENRON CORP: Distributes $828,900,000 to Creditors ESTATE FINANCIAL: Court Denies Bid to Hire Omni as Claims Agent ESTATE FINANCIAL: Court Okays DSI as Financial Advisor ESTATE FINANCIAL: Court Denies SAL Filing Extension E*TRADE ABS: S&P Junks Rating on Class B Notes FIRST FEDERAL: Fitch Retains 'CCC/DR1' Rating on Class B Issue FREESCALE: Exploring Alternatives Won't Affect Moody's Ratings GABRIEL COMMUNICATIONS: Moody's Holds 'B2' CF and PD Ratings GAMC MORTGAGE: Fitch Takes Rating Actions on Various Classes GAMESTOP CORP: Micromania Acquisition Won't Affect S&P's Ratings GENCORP INC: August 31 Balance Sheet Upside-Down by $30.9 Million GENCORP INC: Thomas Corcoran Joins Board of Directors GENERAL GROWTH: Deadline to Refinance $1 Billion Debt Nears GENERAL GROWTH: Names Mr. Freibaum's Successor, Suspends Dividend GENESIS CLO: Fitch Downgrades Ratings on Classes of Notes GRAFTON TRUSS: Case Summary & 19 Largest Unsecured Creditors GRAYSTONE AT SARACENNIA: Case Summary & 4 Largest Unsec. Creditors GREEN BUILDING: Files for Chapter 11 Protection GREENMAN TECH: No Distribution Seen from Bankrupt Unit GREENPOINT: Fitch Holds Ratings on Four Housing Issues at 'B' GREEN TREE: Fitch Takes Rating Actions on Various Housing Issues GREENWICH CAPITAL: Fitch Lifts Class B-1 Rtng to BB+ from CCC/DR1 GS CDS: Moody's Slashes $100MM Notes Rating to 'Ba2' from 'A2' HAMPDEN & YOSEMITE: Case Summary & Largest Unsecured Creditor HANOVER CAPITAL: Inks Merger Agreement with Walter Industries HEXION SPECIALTY: Court Denies Request Related to Huntsman Merger HEXION SPECIALTY: Moody's Raises Concern on Huntsman Merger Deal HILL-ROM HOLDINGS: Moody's Holds Preferred Shelf Rating at (P)Ba2 HOSPITAL PARTNERS: Seeks Buyers for Stakes in Four Hospitals HOSPITAL PARTNERS: U.S. Trustee to Hold Meeting to Form Panel HRP MYRTLE: Creditor Doubts Recovery; Hearing Set for Oct. 22 HRP MYRTLE: U.S. Trustee to Hold Meeting to Form Panel on Oct. 8 HUNTSMAN CORP: Merger Deal Upheld; Gets TRO Against Banks HUNTSMAN CORP: Moody's Keeps Ratings Under Review After Ruling IBP II: Voluntary Chapter 11 Case Summary IDEAL INVESTMENTS: Case Summary & Two Largest Unsecured Creditors IMPERIAL BUSINESS: Case Summary & 18 Largest Unsecured Creditors INDYMAC: Fitch Affirms 'B+' Ratings on Five Housing Issues INSIGHT HEALTH: June 30 Balance Sheet Upside-Down by $130.7MM INVESTMENT EQUITY: U.S. Trustee Sets 341(a) Meeting for October 14 J&D RESTAURANT: Court Gives Interim Approval to Access Cash JMH TRUCKING: Case Summary & 20 Largest Unsecured Creditors JWS CBO: Fitch Trims $21.967MM Class D Notes Rating to CC from B+ KIM SON: Case Summary & 20 Largest Unsecured Creditors KIRBY OAKS: Case Summary & 20 Largest Unsecured Creditors LEHMAN ABS: Fitch Keeps Junked Ratings on Three Classes LEHMAN BROTHERS: Fitch Cuts LT Issuer Default Rating to 'BB' MAGNITUDE INFO: June 30 Balance Sheet Upside-Down by $527,472 MAIN STREET: Fitch Puts 'D' Rating After LBHI's Payment Failure MAJESTIC STAR: Names Michael Darley as Interim COO MARQUEE HOLDINGS: Fitch Affirms Ratings on Significant Debt Load MASTR ADJUSTABLE: Moody's Puts Ba2 Underlying Rating to 3 Notes MATTRESS DISCOUNTERS: Files List of Assets, Liabilities MERIT SECURITIES: Fitch Chips Class M-1 Issue Rating to 'BB+' MORGAN STANLEY: Moody's Puts Ba Underlying Rtngs to 2 Notes MW JOHNSON: U.S. Trustee Wants Case Converted to Chapter 7 NORTH CREEKSIDE: Case Summary & 14 Largest Unsecured Creditors NORTHERN LIGHTS: Court Reinstates Chapter 11 Bankruptcy Case OAKWOOD MORTGAGE: Fitch Trims Ratings on Classes of Housing Issues O & K DEVELOPMENT: Case Summary & Two Largest Unsecured Creditors OPEN DOOR: U.S. Trustee Schedules 341(a) Meeting for October 14 OPEN ENERGY: David & Monica Gelbaum Disclose 86.4% Equity Stake ORIGEN FINANCIAL: Fitch Keeps 'C/DR6' Rating on Class M-2 Issue OSI RESTAURANT: S&P Cuts $1.3 Bil. Term Loan Rating to 'B' PACIFIC COAST: S&P Junks Cl. B Notes Rtng & Puts Under Neg. Watch PARCS MASTER: Moody's Trims $19MM Class 2006-4 Trust Rating to Ba3 PENNSYLVANIA REAL: Fitch Holds & Withdraws Ratings; Outlook Stable PINNACLE ENT: Fitch Holds 'B' IDR; Changes Outlook to Negative PNM RESOURCES: Fitch Assigns 'BB' Issuer Default Rating POMARE LTD: Files Chapter 11 Bankruptcy Protection POMARE LTD: Case Summary & 20 Largest Unsecured Creditors RED MILE: Posts $1 Million Net Losses for Quarter Ended June 30 RELIANT ENERGY: Merrill Lynch Waives Compliance Until October 31 RELIANT ENERGY: Fitch Affirms Ratings; Revises Outlook to Negative RENAISSANCE CUSTOM: Court Consolidates Case with Affiliates RESIDENTIAL ASSET: Fitch Cuts Ratings on Two Classes to 'BB' RICHARD HODGES: Case Summary & 20 Largest Unsecured Creditors ROBEX LLC: Case Summary & 13 Largest Unsecured Creditors SACO I: Fitch Cuts Ratings on Two Classes of Trusts SIGNAL SECURITIZATION: Fitch Holds ‘BB-‘ Rating on Class A Issue SIRIUS XM: Taps KPMG LLP as Independent Accountant SOUTHWEST CHARTER: May Use Arizona Bank Cash Collateral STEERS CREDIT: Moody's Chips Rating to 'Ba2' on $40MM Certificates STURGIS IRON: Will Auction Elkhart Mega-Shredder on Oct. 14 SUFFIELD CLO: Fitch Junks Ratings on Three Classes of Notes SURGILIGHT INC: Case Summary & Largest Unsecured Creditors TEKNI-PLEX INC: Fails to File Annual Report By Deadline TEKNI-PLEX INC: Inks Consent and Waiver Deal with Lenders TERWIN MORTGAGE: Moody's Puts Ba3 Underlying Rating to A-3 Notes THOMAS CLEMENS: Case Summary & Four Largest Unsecured Creditors TIM DODSON: Case Summary & 11 Largest Unsecured Creditors TRONOX INCORPORATED: Extends ABN Receivables Pact to October 31 UAL CORP: Board Okays Compensation Arrangement for Kathryn Mikells US ENERGY: Wants Until February 18 to Solicit Plan Acceptances VERTIS HOLDINGS: Works on ACG Merger Completion and Exit Financing WACHOVIA BANK: Limits Schools' Access to Investment Fund WACHOVIA BANK: S&P Affirms Ratings on 19 Classes of Certificates WACHOVIA CORP: Court Extends Exclusivity Pact With Citigroup WAVERLY GARDENS: Case Summary & 20 Largest Unsecured Creditors WESTSIDE RESORT: Case Summary & Nine Largest Unsecured Creditors WHITEHALL JEWELERS: Grant Thornton LLP Quits as Accountant WICKES FURNITURE: To Sell Headquarters at Nov. 10 Auction WILL WILLIAMS: Voluntary Chapter Case Summary WP HICKMAN: Accounting Discrepancies Blamed for Chapter 11 Filing WP HICKMAN: Case Summary & 18 Largest Unsecured Creditors ZVUE CORP: Names Ulysses Curry Jr. as Chairman and Interim CEO * Fitch Downgrades Ratings on 25 Tranches from Eight CLOs * Default Rate Continues to Rise in September, S&P Report Says * S&P: Striving Economy & Jittery Markets Rattle Sr. Living Sector * S&P: Wachovia's Commonfund Closing May Affect Higher Education * S&P Cuts Ratings on 38 Tranches from 13 Cash Flow & Hybrid CDOs * S&P Lowers Ratings on Eight Cert. Classes from Three US RMBS * Bruce E. de'Medici Joins SmithAmundsen LLC * Traxi Adds Kelly Beaudin Stapleton as Sr. Managing Director * BOND PRICING: For the Week of Sept. 29 - Aug. 5, 2008 ********* 26-01 ASTORIA: Files Disclosure Statement in New York ----------------------------------------------------- 26-01 Astoria Development LLC delivered to the U.S. Bankruptcy Court for the Eastern District of New York a disclosure statement explaining its Plan of Reorganization. Funding of the Plan The plan contemplates the sale of the property and funding of distributions from the sale proceeds. Under the plan, distributions will be funded from either: a) cash assets of the Debtor, b) non-cash assets of the Debtor, c) sale of the Debtor's property, and d) other assets that may be identified by the Debtor prior to confirmation. Treatment of Claims All administrative claims, including claims for professional compensation and reimbursement, postpetition ordinary course liabilities and postpetition tax claims, will be paid in cash and in full. Class 1 priority claims will receive payment in full. Class 2 New York City Secured Tax Claim will be paid in full. Class 3 Stillwater Secured Claim, totaling $7,279,439, will receive cash in the full amount of the secured claim. Class 4 unsecured claims, totaling $2,700,000, will receive full payment. All Class 5 allowed interest holders will retain their interests to the same extent as they existed prior to the bankruptcy filing. A full-text copy of the Debtor's Disclosure Statement is available for free at http://researcharchives.com/t/s?3359 Based in Astoria, New York, 26-01 Astoria Development LLC is involved in real estate development. The company filed for Chapter 11 protection on June 19, 2008 (Bankr. E.D. N.Y. Case No. 08-43900). Robert R. Leinwand, Esq., at Robinson Brog Leinward Greene Genovese & Gluck PC, represents the Debtor. When the Debtor filed for protection from its creditors, it listed total assets of $15,250,000 and total debts of $9,979,439. ACCESS FINANCIAL: Fitch Retains Cl. B-1 Issue at 'CCC/DR2' Rating ----------------------------------------------------------------- Fitch Ratings has taken rating actions on Access Financial Corp. manufactured housing issues: Series 1995-1 -- Class A-4 affirmed at 'AAA'; -- Class B-1 remains at 'CCC/DR2'. Series 1996-1 -- Class A-5 affirmed at 'AAA'; -- Class A-6 affirmed at 'A-'; -- Class B-1 revised at 'C/DR6'; -- Class B-2 remains at 'C/DR6'. ACUSPHERE INC: Names Michael Slater as SVP Regulatory Affairs ------------------------------------------------------------- Acusphere Inc. disclosed in a Securities and Exchange Commission filing that Michael R. Slater assumed the position of Senior Vice President, Regulatory Affairs and Operations at the company effective Sept. 29, 2008, following the decision of Dennis Bucceri to leave the company for another opportunity. Mr. Slater oversaw regulatory affairs at Acusphere prior to Mr. Bucceri's appointment in 2007. He has also held this position in other companies, including Biogen and Anika Therapeutics. Sherri C. Oberg, President and CEO of Acusphere, said, "We are disappointed to lose Dennis, but respect his decision to return to a larger, more established company. We are confident that Michael Slater will be able to effectively step back into the regulatory affairs role and continue to push forward with the remaining critical milestones in the review and ultimately approval by the U.S. Food and Drug Administration (FDA) of our lead product, Imagify. As I've said before, Greater Boston is a competitive arena for experienced biotech management. Dennis' role in shepherding Imagify, one of the few blockbuster products currently moving through FDA review, makes him highly attractive to a host of other larger companies. We thank him and wish him continued success." The expected target action date for Imagify (Perflubutane Polymer Microspheres) for Injectable Suspension, under the Prescription Drug User Fee Act (PDUFA) is Feb. 28, 2009. Headquartered in Watertown, Massachusetts, Acusphere Inc. (NASDAQ: ACUS) -- http://www.acusphere.com-- is a specialty pharmaceutical company that develops new drugs and improved formulations of existing drugs using its proprietary microsphere technology. The company are focused on developing proprietary drugs that can offer significant benefits such as improved safety and efficacy, increased patient compliance, greater ease of use, expanded indications or reduced cost. Its lead product candidate, Imagify for Injectable Suspension, is a cardiovascular drug for the detection of coronary artery disease. Imagify is designed to enable ultrasound to compete more effectively with nuclear stress testing, the leading procedure for detecting coronary artery disease. Going Concern Doubt Deloitte & Touche LLP in Boston raised substantial doubt about the ability of Acusphere Inc. to continue as a going concern after it audited the company's financial statements for the year ended Dec. 31, 2007. The auditor pointed to the company's recurring losses from operations, negative cash flows from operations, and the projected funding needed to sustain its operations. As of June 30, 2008, the Company had cash and equivalents of $12.0 million, current liabilities of $21.1 million and stockholders' deficit of $0.8 million. During the six months ended June 30, 2008, the Company incurred a net loss available to common stockholders of $25.6 million. During the six months ended June 30, 2008, operating activities used approximately $10.4 million of cash. Given the Company's results from operations, current forecasts, and financial position as of June 30, 2008, the Company will require significant additional funds in order to fund operations through and beyond the fourth quarter of 2008. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements have been prepared on the basis of a going concern assumption and do not reflect any adjustments that might result from the outcome of this uncertainty. ADVANCED MICRO: Settles Claims in Antitrust Litigation ------------------------------------------------------ Advanced Micro Devices, Inc. disclosed in a Securities and Exchange Commission filing that on Sept. 16, 2008, the company, ATI Technologies ULC, AMD U.S. Finance, Inc., and 1252986 Alberta ULC, and the Company, executed a settlement agreement in connection with the consolidated action In re Graphics Processing Units Antitrust Litigation, MDL No. 1826, pending in the District Court for the Northern District of California. The Agreement relates to the claims of the certified class of direct purchaser plaintiffs previously approved by the District Court, which consists of purchasers who bought graphics cards directly from the Web sites of ATI or NVIDIA Corporation in the United States during the period Dec. 4, 2002, to Nov. 7, 2007. The Agreement calls for the ATI entities to pay $850,000 into a fund to be made available for payments to the certified class in exchange for a dismissal of all claims related to the Action. The ATI entities are not obligated under the Agreement to pay attorneys' fees, costs, or make any other payments in connection with the settlement other than the payment of $850,000. The Agreement is subject to court approval and, if approved, would dispose of all claims raised by the certified class in the Action against the ATI Entities. The ATI Entities have also reached a settlement agreement with the remaining individual indirect purchaser plaintiffs in the Action. On July 18, 2008, the District Court denied a motion seeking to certify a class of all indirect purchasers in the United States who purchased a product containing a graphics processing unit initially sold by the ATI Entities or NVIDIA. On Sept. 9, 2008, the ATI Entities and NVIDIA reached a settlement agreement with the remaining individual indirect purchaser plaintiffs that provides for the ATI Entities to pay $112,500 in exchange for a dismissal of all claims and appeals related to the Action raised by the individual indirect purchaser plaintiffs. This settlement is not subject to the approval of the District Court. Pursuant to the settlement, the individual indirect purchaser plaintiffs in the Action have dismissed their claims and withdrawn their appeal. About Advanced Micro Headquartered in Sunnyvale, California, Advanced Micro Devices Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative processing solutions in the computing, graphics and consumer electronics markets. At June 28, 2008, the company's consolidated balance sheet showed $9.8 billion in total assets, $8.1 billion in total liabilities, $189 million in minority interest in consolidated subsidiaries, and $1.5 billion in total stockholders' equity. * * * As reported in the Troubled Company Reporter on Aug. 12, 2008, Fitch has affirmed these ratings on Advanced Micro Devices Inc.: Issuer Default Rating at 'B-'; Senior unsecured debt at 'CCC/RR6' and Rating Outlook at Negative. AFC MORTGAGE: Fitch Slashes Rating on Class2A RMBS to CCC from BBB ------------------------------------------------------------------ Fitch Ratings affirmed one and downgrades one class of these residential mortgage-backed securities. AFC Mortgage Loan Certificates 2000-1 -- Class 1A affirmed at 'BBB'; -- Class 2A downgraded to 'CCC' from 'BBB'. Classes 1A and 2A are insured by FGIC. Fitch's policy is to maintain ratings on insured transactions at the higher of the underlying rating of the insured transaction if rated by Fitch or the rating of the insurer. Fitch downgraded FGIC's Insurer Financial Strength rating to 'CCC' and also placed the IFS on Rating Watch Evolving. AFFINION GROUP: S&P Holds 'B+' Rating; Changes Outlook to Stable ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Affinion Group Inc. to stable from negative, while affirming the 'B+' corporate credit rating on the company. Norwalk, Connecticut- based direct marketer Affinion had total debt outstanding of approximately $1.7 billion as of June 30, 2008. "The outlook revision reflects the company's good operating performance," said Standard & Poor's credit analyst Hal F. Diamond, "and debt leverage receding to below our 6.0x target." Another factor is S&P's expectation that the company's margin of compliance under financial covenants will remain adequate despite annual tightening through 2011. ALADDIN SYNTHETIC: Moody's Cuts Ratings on Credit Quality Slide --------------------------------------------------------------- Moody's Investors Service has downgraded the ratings of the notes issued by Aladdin Synthetic CDO II SPC: Class Description: $35,000,000 Series C-2 Notes due 2013 -- Prior Rating: Baa3 -- Prior Rating Date: 9/19/2008 -- Current Rating: Ba2 Class Description: $5,000,000 Series C-3 Notes due 2013 -- Prior Rating: Baa3 -- Prior Rating Date: 9/19/2008 -- Current Rating: Ba2 According to Moody's, the rating action is the result of deterioration in the credit quality of the transaction's reference portfolio, which includes but is not limited to exposure to Lehman Brothers Holdings Inc., which filed for protection under Chapter 11 of the U.S. Bankruptcy Code on September 15, 2008, Washington Mutual Inc., which was seized by federal regulators on September 25, 2008 and subsequently virtually all of its assets were sold to JPMorgan Chase, and Fannie Mae, which was placed into the conservatorship of the U.S. government on September 8, 2008. AMERICAN COLOR: Works on Vertis Merger Completion, Exit Funding --------------------------------------------------------------- Following the confirmation of the Joint Prepackaged Plans of Vertis Holdings, Inc., and ACG Holdings, Inc., on Aug. 26, 2008, the Vertis Debtors have diligently worked to effectuate their Chapter 11 Plan and close their merger with the ACG Debtors, including, among others, finalizing their exit financing. The Vertis Debtors maintain that they have negotiated their Prepackaged Plan with parties-in-interest who have voted overwhelmingly to accept the Plan. Hence, the purposes of filing (i) the schedules of assets and liabilities, (ii) the schedules of executory contracts and unexpired leases, (iii) lists of equity holders, (iv) schedules of current income and expenditures, and (v) statements of financial affairs have been generally fulfilled by other means, Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, contends. Furthermore, the Vertis Debtors have continued to satisfy the prepetition claims of trade creditors, eliminating the need for those creditors to use the Schedules and Statements to file a proof of claim, Mr. Collins maintains. Mr. Collins notes that to prepare and complete the Schedules and Statements, the Vertis Debtors would have to compile voluminous information from books, records and documents relating to the claims of over 50,000 creditors and their many assets and contracts. Assembling the necessary information will require significant time and effort on the part of the Vertis Debtors and their employees in the near term, he says. For these reasons, the Vertis Debtors ask the Court to: (a) extend the deadline within which they may file their Schedules and Statements for an additional 41 days, through and including November 5, 2008; and (b) permanently waive the requirement for them to file the Schedules and Statements upon the occurrence of the effective date of Vertis Plan. The current deadline for the Vertis Debtors to file their Schedules and Statements was Sept. 25, 2008. The requested extension, Mr. Collins asserts, will assist the Vertis Debtors in moving towards the expeditious confirmation of their Prepackaged Plans with the least possible disruption or harm to their businesses. About Vertis Holdings Inc. Headquartered in Baltimore, Maryland, Vertis Holdings, Inc. -- http://www.vertisinc.com/-- is a provider of targeted print advertising and direct marketing solutions to America's retail and consumer services companies. The company and its six affiliates filed for Chapter 11 protection on July 15, 2008 (Bankr. D. Del. Case No. 08-11460). Gary T. Holtzer, Esq. and Stephen A. Youngman, Esq. at Weil, Gotshal & Manges LLP represent the Debtors as lead counsels. Mark D. Collins, Esq. and Michael Joseph Merchant, Esq. at Richards Layton & Finger, P.A. represent the Debtors as Delaware local counsels. Lazard Freres & Co. LLC is the company's financial advisor. When the Debtors filed for protection from their creditors they listed assets of between $500 million and $1 billion and debts of more than $1 billion. (Vertis Bankruptcy News, Issue 7; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) About American Color Graphics American Color Graphics Inc. -- http://www.americancolor.com/ -- is one of North America's largest and most experienced full service premedia and print companies, with eight print locations across the continent, six regional premedia centers, photography studios nationwide and a growing roster of customer managed service sites. The company provides solutions and services such as asset management, photography, and digital workflow solutions that improve the effectiveness of advertising and drive revenues for their customers. The company filed and its four affiliates filed for Chapter 11 protection on July 15, 2008 (Bank.D.Del. Case No. 08-11467). Pauline K. Morgan, Esq. and Sean T. Greecher ,Esq., at Young, Conaway, Stargatt & Taylor represent the Debtors in their restructuring efforts. Lehman Brothers, Inc. serves as the company's financial advisors. When the Debtors filed for protection from their creditors they listed estimated assets of $100 million to $500 million and estimated debts of $500 million to $1 billion. ACG Holdings, Inc. and American Color Graphics also filed bankruptcy petition under the Companies' Creditors Arrangement Act before the Ontario Superior Court of Justice (Commercial List) on July 16, 2008. Jay A. Carfagnini, Esq., David B. Bish, Esq., and Jason Wadden, Esq. at Goodmans LLP are their solicitors. PricewaterhouseCoopers Inc. serves as their CCAA Information Officer. AMERICAN INT'L: To Refocus as Worldwide Property & Casualty Co. --------------------------------------------------------------- American International Group, Inc., said it will refocus the company on its core property and casualty insurance businesses, generate sufficient liquidity to repay the outstanding balance of its loan from the Federal Reserve Bank of New York and address its capital structure. AIG had drawn $61 billion on the Federal Reserve Bank of New York credit facility as of Sept. 30, 2008. AIG will retain its U.S. property and casualty and foreign general insurance businesses, and to retain a continuing ownership interest in its foreign life insurance operations. AIG's worldwide property and casualty businesses generated approximately $40 billion in revenues in 2007. The company is exploring divestiture opportunities for its remaining high-quality businesses and assets. AIG is also actively at work on a number of alternatives for its Financial Products business and its securities lending program. AIG's Chairperson and Chief Executive Officer Edward M. Liddy said, "We are refocusing on our traditional strengths in property and casualty underwriting. We have a number of remarkable businesses with leading market positions and significant competitive advantages that could not be recreated today. To realize our objective, we will sell a number of extraordinary businesses that are proving to be highly attractive to buyers. We have already been contacted by numerous strong, stable parties, and we expect that buyers will recognize the value of these properties, be a good strategic fit and offer the greatest potential for growth, profitability, and continuing opportunities for employees. Our goal is to emerge from this process as a smaller but more nimble company that is solidly profitable and has good long-term growth prospects." AIG's global coordinators for the divestiture program are The Blackstone Group and J.P. Morgan. Lavonne Kuykendall at Dow Jones Newswires reports that AIG set out a list of companies it will sell to pay the money back and retain enough capital to go forward. According to the report, AIG will sell, preferably in one deal, its U.S. life, retirement and pensions businesses. AIG's non-insurance businesses are also on the market, the report says. Dow Jones relates that Mr. Liddy said he would welcome "pre- emptive" offers, particularly from "brand-name operations with strong ratings and balance sheets" and a clear ability to close the sale. According to Dow Jones, Mr. Liddy said that AIG has drawn around $61 billion of the Fed's $85 billion credit line so far, and will need more. Citing Mr. Liddy, Dow Jones states that about $54 billion of the loan has was used in collateral calls on its troubled derivatives business, which has reported $26 billion in market value losses since the fourth quarter of 2007, while the rest of the money was used in other liquidity needs amid an "unprecedented" freezing of credit markets. AIG will avoid "franchise erosion" from having clients and key employees leave the company, and Mr. Liddy said that a transparent sales process will help, Dow Jones reports. Based in New York City, American International Group Inc. -- http://www.aig.com/-- (NYSE: AIG) is an international insurance and financial services organization, with operations in more than 130 countries and jurisdictions. The company is engaged through subsidiaries in General Insurance, Life Insurance & Retirement Services, Financial Services and Asset Management. The company's British headquarters are located on Fenchurch Street in London, continental Europe operations are based in La Defense, Paris, and its Asian HQ is in Hong Kong. AIG owns Ocean Finance, a United Kingdom based company providing home owner loans, mortgages and remortgages. AIG operates in the UK with the brands AIG UK, AIG Life and AIG Direct. It has about 3,000 employees, and sponsors the Manchester United football club. In response to redemption demands, AIG Life (UK) suspended redemptions of its AIG Premier Bond money market fund on Sept. 19, 2008, in order to provide an orderly withdrawal of assets. $85,000,000,000 Federal Reserve Loan The Federal Reserve Bank of New York extended to AIG a revolving credit facility up to $85 billion. AIG's borrowings under the revolving credit facility will bear interest, for each day, at a rate per annum equal to three-month Libor plus 8.50%. The revolving credit facility will have a 24-month term and will be secured by a pledge of assets of AIG and various subsidiaries. The Credit Facility provides for a 79.9% equity interest in AIG. The Credit Facility provides for an initial gross commitment fee of 2% of the total Credit Facility on the closing date. AIG, in a regulatory filing with the Securities and Exchange Commission, said it will pay a commitment fee on undrawn amounts at the rate of 8.5% per annum. Interest and the commitment fees are generally payable through an increase in the outstanding balance under the Credit Facility. Borrowings under the Credit Facility are conditioned on the NY Fed being reasonably satisfied with, among other things, AIG's corporate governance. AIG is required to repay the Credit Facility from, among other things, the proceeds of certain asset sales and issuances of debt or equity securities. These mandatory repayments permanently reduce the amount available to be borrowed under the Credit Facility. The Credit Facility contains customary affirmative and negative covenants, including a requirement to maintain a minimum amount of liquidity and a requirement to use reasonable efforts to cause the composition of the Board of Directors of AIG to be satisfactory to the trust within 10 days after the establishment of the trust. Under the agreement, AIG will issue a new series of perpetual, non-redeemable Convertible Participating Serial Preferred Stock to a trust that will hold the Preferred Stock for the benefit of the United States Treasury. The Preferred Stock will, from issuance: -- be entitled to participate in any dividends paid on the common stock, with the payments attributable to the Preferred Stock being approximately, but not in excess of, 79.9% of the aggregate dividends paid on AIG's common stock, treating the Preferred Stock as if converted; and -- vote with AIG's common stock on all matters submitted to AIG's shareholders, and will hold approximately, but not in excess of, 79.9% of the aggregate voting power of the common stock, treating the Preferred Stock as if converted. The Preferred Stock will remain outstanding even if the Credit Facility is repaid in full or otherwise terminates. Pursuant to the Credit Facility, AIG is required to hold a special shareholders meeting to amend its restated certificate of incorporation to increase its share capitalization and to lower the par value of its common stock to permit the conversion of the Preferred Stock into common stock. Once this amendment is effective, the Preferred Stock will be convertible at any time into 79.9% of the shares of common stock outstanding at the time of issuance. AIG is required to enter into a customary registration rights agreement that will permit the NY Fed to require AIG to register the Preferred Stock and the underlying common stock under the Securities Act of 1933. The Credit Facility will be secured by a pledge of the capital stock and assets of certain of AIG's subsidiaries, subject to exclusions for certain property the pledge of which is not permitted by AIG debt instruments, as well as exclusions of assets of regulated subsidiaries, assets of foreign subsidiaries and assets of special purpose vehicles. Copy of the Credit Agreement is available free of charge at: http://researcharchives.com/t/s?331e Copy of the Pledge Agreement is available free of charge at: http://researcharchives.com/t/s?331f In a statement, the company said "AIG is a solid company with over $1 trillion in assets and substantial equity, but it has been recently experiencing serious liquidity issues." Standard & Poor's Ratings Services has revised the CreditWatch status of most of its ratings on the AIG group of companies -- including its 'A-' long-term counterparty credit ratings on American International Group Inc. and International Lease Finance Corp. and the 'A+' counterparty credit and financial strength ratings on most of AIG's insurance operating subsidiaries -- to CreditWatch developing from CreditWatch negative. Fitch Ratings revised its Rating Watch on American International Group, Inc. to Evolving from Negative. Fitch viewed this transaction as a favorable development that alleviates significant near-term liquidity concerns. The Troubled Company Reporter reported on Sept. 19, 2008 that that Edward Liddy replaced Robert Willumstad as AIG's CEO. * * * In a U.S. Securities and Exchange Commission filing dated Aug. 6, 2008, AIG reported a net loss for the second quarter of 2008 of $5.36 billion compared to 2007 second quarter net income of $4.28 billion. Second quarter 2008 adjusted net loss was $1.32 billion, compared to adjusted net income of $4.63 billion for the second quarter of 2007. The continuation of the weak U.S. housing market and disruption in the credit markets, as well as global equity market volatility, had a substantial adverse effect on AIG's results in the second quarter. Net loss for the first six months of 2008 was $13.16 billion, compared to net income of $8.41 billion in the first six months of 2007. Adjusted net loss for the first six months of 2008 was $4.88 billion, compared to adjusted net income of $9.02 billion in the first six months of 2007. AMERICAN INT'L: Recent Ratings Won't Affect RMBS Certs., S&P Says ----------------------------------------------------------------- Standard & Poor's Ratings Services said its recent rating actions on American International Group Inc. (AIG; A-/Watch Dev/A-1) and its related subsidiaries do not affect the current ratings on the certificates from the U.S. RMBS transactions listed below. While AIG or its subsidiaries provide various forms of mortgage insurance, including residential mortgage pool insurance and deep mortgage insurance, after analyzing all other forms of credit enhancement these transactions have, S&P believes that the deals have sufficient credit enhancement to support the current ratings on their own, without accounting for any insurance claim cash flows from the AIG-related policies. The Federal Reserve Bank of New York offered AIG an $85 billion secured loan facility which S&P believes will likely affect the new rating on AIG; however, at present, S&P does not anticipate that any updated AIG rating will affect the ratings on the U.S. RMBS transactions listed below. Notwithstanding the above, if performance variables for the U.S. RMBS transactions were to deteriorate further, the assigned ratings could come under pressure. Standard & Poor's will continue to monitor its ratings on all classes related to AIG and its subsidiaries due to the aforementioned mortgage insurance policies and take rating actions as appropriate. Outstanding Ratings Citibank N.A. New York, NY Series 1986- S Class CUSIP Rating ----- ----- ------ A 172905AZ4 AA Citibank N.A. New York, NY Series 1987- D Class CUSIP Rating ----- ----- ------ A 172905BJ9 AA Citicorp Mortgage Securities Inc. Series 1988- 11 Class CUSIP Rating ----- ----- ------ A-1 172921CE6 AA CWABS Asset-Backed Certificates Trust 2005-AB4 Series 2005-AB4 Class CUSIP Rating ----- ----- ------ 1-A 126670KJ6 AAA 2-A-1 126670KK3 AAA 2-A-3 126670KM9 AAA 2-A-4 126670KN7 AAA A-R 126670LA4 AAA M-1 126670KP2 AA+/Watch Neg M-2 126670KQ0 AA+/Watch Neg M-3 126670KR8 AA/Watch Neg M-4 126670KS6 AA-/Watch Neg M-5 126670KT4 A+/Watch Neg M-6 126670KU1 A-/Watch Neg M-7 126670KV9 BBB-/Watch Neg M-8 126670KW7 B+/Watch Neg CWABS Asset-Backed Certificates Trust 2006-20 Series 2006-20 Class CUSIP Rating ----- ----- ------ 1-A 12667HAA9 BB 2-A-1 12667HAB7 AAA 2-A-2 12667HAC5 AAA 2-A-3 12667HAD3 BBB 2-A-4 12667HAE1 BB M-1 12667HAF8 B M-2 12667HAG6 B- M-3 12667HAH4 B- M-4 12667HAJ0 CCC M-5 12667HAK7 CCC M-6 12667HAL5 CCC M-7 12667HAM3 CCC M-8 12667HAN1 CC M-9 12667HAP6 CC B 12667HAQ4 CC CWABS Inc. Series 2002-S1 Class CUSIP Rating ----- ----- ------ A-4 126671PU4 AAA A-5 126671PV2 AAA A-IO 126671PW0 AAA M-1 126671PP5 AA M-2 126671PQ3 A CWABS Inc. Series 2002-S2 Class CUSIP Rating ----- ----- ------ A-5 126671QN9 AAA A-IO 126671QP4 AAA M-1 126671QQ2 AA M-2 126671QR0 A CWABS Inc. Series 2002-S4 Class CUSIP Rating ----- ----- ------ A-5 126671UD6 AAA A-IO 126671UE4 AAA M-1 126671UF1 AA M-2 126671UG9 A B 126671UH7 A CWABS Inc. Series 2003-3 Class CUSIP Rating ----- ----- ------ 1-A-5 126671C95 AAA 1-A-6 126671D29 AAA 2-A-2 126671D45 AAA 3-A 126671D52 AAA M-1 126671D60 AA+ M-2 126671D78 AA+ M-3 126671D86 AA+ M-4 126671D94 AA M-5 126671E28 A+ M-6 126671E36 A- CWABS Inc. Series 2004-S1 Class CUSIP Rating ----- ----- ------ A-2 126673TC6 AAA A-3 126673TD4 AAA A-IO 126673TE2 AAA M-1 126673TF9 AA M-2 126673TG7 A M-3 126673TQ5 A- CWHEQ Revolving Home Equity Loan Trust Series 2006-C Series 2006-C Class CUSIP Rating ----- ----- ------ 1-A 126685DH6 AA 2-A 126685DJ2 AA DLJ Mortgage Acceptance Corp. Series 1993-19 Class CUSIP Rating ----- ----- ------ A-P 23321PGE2 AAA S-1 23321PFW3 AAA A-7 23321PGD4 AAA M 23321PGF9 AAA B-1 23321PGG7 AAA FNT Mortgage-Backed Pass-Through Certificates Series FNT 2001-4 Series 2001-4 Class CUSIP Rating ----- ----- ------ I-A-1 22540WCP3 AAA D-A-P 22540WFV7 AAA III-A-X 22540WEN6 AAA IV-A-X 22540WEP1 AAA C-A-X 22540WEQ9 AAA C-B-1 22540WEU0 AAA C-B-2 22540WEV8 AAA C-B-3 22540WEW6 AA+ IV-A-1 22540WED8 AAA IV-A-2 22540WEE6 AAA IV-A-3 22540WFT2 AAA V-A-1 22540WEF3 AAA V-A-2 22540WEG1 AAA Prudential Securities Secured Financing Corp. Series 1992- 1 Class CUSIP Rating ----- ----- ------ A-1 74436JAL1 AAA Ryland Mortgage Securities Corp. Series 1991-15 Class CUSIP Rating ----- ----- ------ B 783766GV4 AAA Ryland Mortgage Securities Corp. Series 1991-16 Class CUSIP Rating ----- ----- ------ B 783766GY8 AAA I 783766GZ5 AAA Ryland Mortgage Securities Corp. Series 1991-17 Class CUSIP Rating ----- ----- ------ B 783766HB7 AAA Ryland Mortgage Securities Corp. Series 1991-19 Class CUSIP Rating ----- ----- ------ B 783766HF8 AAA Ryland Mortgage Securities Corp. Series 1992- 4 Class CUSIP Rating ----- ----- ------ B 783766JT6 AA+ Ryland Mortgage Securities Corp. Series 1992-1FBS Class CUSIP Rating ----- ----- ------ G 783766KJ6 AAA R 783766KM9 AAA RL 783766KN7 AAA M 783766KL1 AAA F 783766KK3 AAA Salomon Brothers Mortgage Securities VII Inc. Series 1993- 9 Class CUSIP Rating ----- ----- ------ A-2 79548KJE9 AAA B-1 79548KJF6 AAA B-2 79548KJG4 AAA B-3 79548KJH2 AA B-4 79548KJJ8 BBB+ B-5 79548KJK5 B Structured Asset Securities Corp. Series 2003-S2 Class CUSIP Rating ----- ----- ------ M1-A 86359BBL4 AA M1-F 86359BBM2 AA M2-A 86359BBN0 A M2-F 86359BBP5 A M3 86359BBQ3 A- Structured Asset Securities Corp. Series 2004-S2 Class CUSIP Rating ----- ----- ------ A-SIO 86359BSR3 AAA M4 86359BSV4 A- M5 86359BSW2 BBB+ M6 86359BSX0 B M7 86359BSY8 CCC Structured Asset Securities Corp. Series 2004-S3 Class CUSIP Rating ----- ----- ------ M1 86359BB67 AA+ M2 86359BB75 AA M3 86359BB83 BBB M4 86359BB91 BB M5 86359BC25 B M6 86359BC33 CCC M7 86359BC41 CC Structured Mortgage Asset Residential Trust, Series 93-3 Series 1993- 3 Class CUSIP Rating ----- ----- ------ CK 863573SP7 AAA CL 863573SQ5 AAA CX 863573SR3 AAA CY 863573SW2 AAA G 863573SC6 AAA Structured Mortgage Asset Residential Trust, Series 93-4 Series 1993- 4 Class CUSIP Rating ----- ----- ------ AF 8635739A1 AAA AX 863573TC5 AAA AY 863573TB7 AAA R-1 863573TE1 AAA G 863573TG6 AAA Structured Mortgage Asset Residential Trust, Series 93-5 Series 1993- 5 Class CUSIP Rating ----- ----- ------ CJ 863573TT8 AAA CX 863573TW1 AAA G 863573TH4 AAA Travelers Mortgage Services Inc. Series 1989- 1 Class CUSIP Rating ----- ----- ------ 1A 89419KAY9 AA AMPEX CORP: Emerges from Bankruptcy; Consummates Chapter 11 ----------------------------------------------------------- The United States Bankruptcy Court for the Southern District of New York entered an order consummating the plan of reorganization filed by Ampex Corporation and certain of its U.S. subsidiaries under chapter 11 of the United States Bankruptcy Code In July 2008, all creditors entitled to vote on the Plan overwhelmingly voted in favor of it. All remaining conditions to Plan consummation have now been satisfied, permitting Ampex to emerge from bankruptcy as a going concern. The Debtors' plan became effective on Oct. 3, 2008. Ampex has received $5 million of new funding from Hillside Capital Incorporated that will be used for, among other things, general working capital purposes and to repay a portion of its outstanding Senior Notes. In addition, Hillside has provided Ampex with financing, if needed, to satisfy future pension contributions to its defined benefit plans. Upon emergence, Hillside holds approximately 95% of Ampex's New Common Stock. "Ampex has substantially delivered its capital structure through the reorganization process and now has a capital structure and the resources in place to continue to serve its customers as it has for more than 60 years," D. Gordon Strickland, Ampex's Chief Executive Officer, commented. "We greatly appreciate the loyalty of our suppliers, customers and employees during the reorganization process, and we look forward to being able to continue to supply the market with the state-of- the art products and services for which Ampex has always been known," Larry Chiarella, Ampex Data Systems' President, stated. Furthermore, claims arising out of the rejection of an executory contract or unexpired lease under the plan must be filed with the Court by Nov. 3, 2008. Under the plan, holders of general unsecured claims, totaling $51.6 million, are expected to recover 10%, while Hillside who asserted a $11 million in secured claims is expected to recover 100%. All existing common stock, securities and interest will be canceled. A full-text copy of the Debtors' Plan of Reorganization dated July 9, 2008, is available for free at: http://ResearchArchives.com/t/s?3049 Headquartered in Redwood City, California, Ampex Corp. -- http://www.ampex.com/-- (Nasdaq:AMPX) is a licensor of visual information technology. The company has two business segments: Recorders segment and Licensing segment. The Recorders segment primarily includes the sale and service of data acquisition and instrumentation recorders (which record data and images rather than computer information), and to a lesser extent mass data storage products. The Licensing segment involves the licensing of intellectual property to manufacturers of consumer digital video products through their corporate licensing division. On March 30, 2008, Ampex Corp. and six affiliates filed for protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York (Case Nos. 08-11094 through 08-11100). Matthew Allen Feldman, Esq., and Rachel C. Strickland, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors in their restructuring efforts. The Debtors have retained Conway Mackenzie & Dunleavy as their financial advisors. In its schedules of assets and liabilities filed with the Court, Ampex Corp. disclosed total assets of $9,770,089 and total debts of $82,488,054. The Debtors have nine foreign affiliates that are incorporated in seven countries -- one each in the United Kingdom, Japan, Belgium, Colombia and Brazil and two each in Germany and Mexico. With the exception of the affiliates located in the U.K. and Japan, none of the other foreign affiliates conduct meaningful business activity. As of March 30, 2008, none of the foreign affiliates have commenced insolvency proceedings. APPLERIDGE RETIREMENT: Files for Chapter 11, Workers Unaffected --------------------------------------------------------------- Appleridge Retirement Community filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Western District of New York. According to WETM 18, an Appleridge Retirement spokesperson said that the firm had to file for bankruptcy because in 2006, it defaulted on its mortgage. WETM 18 relates that the spokesperson said that the firm's 76 tenants and 39 workers won't be affected. "At this point there are no layoffs, changes in services that would impact the residents. The filing only impacts Appleridge," WETM 18 quoted Bethany Village's President and CEO Tom Santobianco as saying. Appleridge Retirement is part of Bethany Village, but no other Bethany Village facilities are affected because each is separately owned, Bethany Village states. Horseheads, New York-based Appleridge Retirement Community, Inc., owns apartments. It filed for Chapter 11 bankruptcy protection on Sept. 29, 2008 (Bankr. W.D. N.Y. Case No. 08-22508). Stephen A. Donato, Esq., at Bond, Schoeneck & King, PLLC, represents the company in its restructuring effort. The company listed assets of $5,535,629 and debts of $26,767,620. ASSOCIATES: Fitch Downgrades Ratings on Seven Housing Issues ------------------------------------------------------------ Fitch Ratings has taken rating actions on Associates manufactured housing issues: Series 1996-1 -- Class M upgraded to 'AAA' from 'AA+'; -- Class B-1 downgraded to 'AA-' from 'AA'; -- Class B-2 downgraded to 'AA-' from 'AA'; Series 1996-2 -- Class M upgraded to 'AAA' from 'AA+'; -- Class B-1 affirmed at 'BBB' -- Class B-2 downgraded to 'C/DR6' from 'CC/DR3'; Series 1997-1 -- Class M upgraded to 'AAA' from 'AA+'; -- Class B-1 downgraded to 'AA-' from 'AA' -- Class B-2 downgraded to 'AA-' from 'AA' Series 1997-2 -- Class A-6 affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 downgraded to 'AA-' from 'AA' -- Class B-2 downgraded to 'AA-' from 'AA' BANKAMERICA: Fitch Takes Rating Actions on Various Housing Issues ----------------------------------------------------------------- Fitch Ratings has taken rating actions on BankAmerica manufactured housing issues: BankAmerica Manufactured Housing Contract Trust I 1996-1 -- Class A-7 affirmed at 'AAA'; -- Class B-1 revised to 'C/DR6' from 'C/DR3'; -- Class B-2 remains at 'C/DR6'; BankAmerica Manufactured Housing Contract Trust II 1997-1 -- Class A-9 affirmed at 'AAA'; -- Class M affirmed at 'CCC/DR1'; -- Class B-1 remains at 'C/DR5'; -- Class B-2 remains at 'C/DR6'; BankAmerica Manufactured Housing Contract Trust III 1997-2 -- Class A-9 affirmed at 'AAA'; -- Class M affirmed at 'CCC/DR1'; -- Class B-1 remains at 'C/DR6'; -- Class B-2 remains at 'C/DR6'; BankAmerica Manufactured Housing Contract Trust IV 1998-1 -- Class A affirmed at 'AAA'; -- Class M upgraded to 'AA-' from 'A+'; -- Class B-1 downgraded to 'CCC/DR1' from 'B'; -- Class B-2 remains at 'C/DR6'; BankAmerica Manufactured Housing Contract Trust V 1998-2 -- Class A-7 affirmed at 'AAA'; -- Class M affirmed at 'B', placed on Rating Watch Positive; -- Class B-1 remains at 'C/DR2'; -- Class B-2 remains at 'C/DR6'; BCF LLC: Fitch Puts Five Rated Cert. Classes Under Negative Watch ----------------------------------------------------------------- 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 rated 'AA', placed on Rating Watch Negative; -- Class B-2 downgraded to 'BB' 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 rated '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. BIOMETRX INC: Files Amended Employee Compensation Plan with SEC --------------------------------------------------------------- bioMETRX Inc. disclosed in a Securities and Exchange Commission filing that it has filed amendment to its registration statement on Form S-8 filed March 28, 2008, solely for the purpose of filing the Amended and Restated 2008 Employee/Professional/Consultant Stock Compensation Plan. The Company indicated that the Delaware General Corporation Law and its Bylaws provide for indemnification of its directors for liabilities and expenses that they may incur in those capacities. In general, the Company's directors and officers are indemnified with respect to actions taken in good faith and in a manner the person believed to be in the Company's best interests, and with respect to any criminal action or proceedings, actions that the person has no reasonable cause to believe were unlawful. Furthermore, the directors' personal liability is limited as provided in the Company's Certificate of Incorporation. The Company currently carries $1,000,000 in directors and officers insurance, but existing coverage may not be adequate to cover potential claims. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company, the Company says it has been informed that in the SEC's opinion, the indemnification is against public policy as expressed in the Act and is therefore unenforceable. A copy of bioMETRX Inc.'s amended registration statement is available free of charge at http://researcharchives.com/t/s?333d About bioMETRX Inc. Headquartered in Jericho, New York, bioMETRX Inc. (OTC BB: BMRX) -- http://www.biometrx.net/-- through its wholly owned subsidiaries, designs, develops, engineers and markets biometrics- based products for the consumer home security, consumer electronics, medical records and medical products markets. BioMETRX Inc.'s consolidated balance sheet at June 30, 2008, showed $1,670,523 in total assets and $4,613,364 in total liabilities, resulting in a $2,942,841 stockholders' deficit. Going Concern Doubt Wolinetz, Lafazan & Company, P.C., in Rockville Centre, New York, expressed substantial doubt about BioMetrx Inc.'s ability to continue as a going concern after auditing the company's financial statements for the year ended Dec. 31, 2007. The auditing frim reported that the company's operations have generated recurring losses and cash flow deficiencies for the years ended Dec. 31, 2007, and 2006. In addition, the auditing firm said that as of Dec. 31, 2007, the company has a significant working capital deficit and stockholders' deficit. BOMBARDIER CAPITAL: Fitch Takes Rating Actions on Various Classes ----------------------------------------------------------------- Fitch Ratings has taken rating actions on Bombardier Capital Mortgage Securitization Corp. manufactured housing issues: Series 1998-A -- Class A-3 affirmed at 'AAA'; -- Class A-4 affirmed at 'AAA'; -- Class A-5 affirmed at 'AAA'; -- Class M affirmed at 'BB'; -- Class B-1 revised to 'C/DR6' from 'C/DR5'. Series 1998-C -- Class A affirmed at 'BBB'; -- Class M-1 affirmed at 'B'; -- Class M-2 revised to 'C/DR6' from 'C/DR5'; -- Class B-1 remains at 'C/DR6'. Series 1999-B -- Class A-1-A remains at 'CC/DR3'; -- Class A-1-B remains at 'CC/DR3'; -- Class A-2 remains at 'CC/DR3'; -- Class A-3 remains at 'CC/DR3'; -- Class A-4 remains at 'CC/DR3'; -- Class A-5 remains at 'CC/DR3'; -- Class A-6 remains at 'CC/DR3'. Series 2000-A -- Class A-1 remains at 'CC/DR3'; -- Class A-2 remains at 'CC/DR3'; -- Class A-3 remains at 'CC/DR3'; -- Class A-4 remains at 'CC/DR3'; -- Class A-5 remains at 'CC/DR3'. Series 2001-A -- Class A affirmed at 'A'; -- Class M-1 affirmed at 'B'; -- Class M-2 revised to 'C/DR6' from 'C/DR5'; -- Class B-1 remains at 'C/DR6'. BSML INC: MicroCapital LLC Discloses 17.4% Equity Stake ------------------------------------------------------- MicroCapital LLC disclosed in a Securities and Exchange Commission filing that it may be deemed to beneficially own 1,948,949 shares of BSML Inc.'s common stock, representing 17.4% of the shares issued and outstanding. Based in Walnut Creek, California, BSML Inc. (NasdaqCM: BSML) -- http://www.britesmile.com/-- markets teeth whitening technology and manages BriteSmile Professional Teeth Whitening Centers. BSML Inc.'s consolidated balance sheet at June 28, 2008, showed $5.8 million in total assets and $8.2 million in total liabilities, resulting in a $2.4 million stockholders' deficit. At June 28, 2008, the company's consolidated balance sheet also showed strained liquidity with $1.8 million in total current assets available to pay $7.5 million in total current liabilities. The company reported a net loss of $695,000 for the second quarter ended June 28, 2008, compared with a net loss of $704,000 in the same period ended June 30, 2007. Going Concern Doubt Stonefield Josephson Inc., in Los Angeles, California, expressed substantial doubt about BSML Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 29, 2007. To date, the company has yet to achieve profitability. The company had an accumulated deficit of $177.9 million and working capital deficiency of $5.7 million as of June 28, 2008. The company's net loss and net cash used by operating activities were $1.3 million and $5.0 million, respectively, for the twenty-six weeks ended June 28, 2008. At June 28, 2008, the company had $243,000 in unrestricted cash and cash equivalents. The company is not certain if its cash will be sufficient to maintain operations of the continuing company at least through the next year due to the uncertainty of the company's ability to generate positive cash flow from the Centers business operations. CABLEVISION SYSTEMS: GAMCO Discloses 8.43% Stake ------------------------------------------------ Mario J. Gabelli and various entities which he directly or indirectly controls or for which he acts as chief investment officer disclosed in a Securities and Exchange Commission filing that they may be deemed to beneficially own an aggregate of 19,698,740 shares of Cablevision Systems Corporation's common stock, representing 8.43% of the 233,696,180 shares outstanding as of June 30, 2008. These persons beneficially own shares: Name Number of Shares Percentage ---- ---------------- ---------- Gabelli Funds, LLC 8,270,000 3.54% GAMCO Asset Management Inc. 11,041,650 4.72% GGCP, Inc. 70,000 0.03% MJG Associates, Inc. 131,000 0.06% Gabelli Securities Inc. 60,395 0.03% Mario J. Gabelli 68,095 0.03% Gabelli Foundation Inc. 38,000 0.02% GAMCO Investors, Inc. 19,600 0.01% About Cablevision Systems Corp. Headquartered in Bethpage, New York, Cablevision Systems Corp. (NYSE: CVC) -- is a cable operator in the United States that operates cable programming networks, entertainment businesses and telecommunications companies. Through its wholly owned subsidiary, Rainbow Media Holdings LLC, Cablevision owns interests in and manages numerous national and regional programming networks, the Madison Square Garden sports and entertainment businesses, and cable television advertising sales companies. Through Cablevision Lightpath Inc., its wholly owned subsidiary, the company provides telephone services and Internet access to the business market. At June 30, 2008, the company's consolidated balance sheet showed $9.4 billion in total assets and $14.4 million in total liabilities, resulting in a $5.0 billion total stockholders' deficit. * * * As disclosed in the Troubled Company Reporter on June 6, 2008, Standard & Poor's Ratings Services affirmed all its ratings, including its 'BB' corporate credit rating, on based Cablevision Systems Corp., a major cable operator in the New York City metropolitan area, and its subsidiaries. The outlook is negative. On June 2, 2008, TCR said that Moody's Investors Service assigned a B1 rating to the proposed new $500 million of senior unsecured debt to be issued by Cablevision Systems Corporation's subsidiary CSC Holdings, Inc. Existing ratings for the company and CSC were also affirmed. The rating outlook remains stable. CALDERA RESOURCES: TSX Reviews Common Share Listing Compliance -------------------------------------------------------------- The Toronto Stock Exchange said that it is reviewing the common shares of Caldera Resources Inc. with respect to meeting the continued listing requirements. TSX said that the Company has been granted 120-days in which to regain compliance with these requirements, pursuant to the Remedial Review Process. Caldera Resources Inc (Symbol: CDR) engages in the extraction of precious metals and stones. C-BASS: Fitch Affirms Class B-3 Housing Issue Rating at 'B' ----------------------------------------------------------- Fitch Ratings has taken rating actions on C-Bass manufactured housing issue: Series 2006-MH1 -- Class AF-1 affirmed at 'AAA'; -- Class AF-2 affirmed at 'AAA'; -- Class AF-3 affirmed at 'AAA'; -- Class AF-4 affirmed at 'AAA'; -- Class AV-2 affirmed at 'AAA'; -- Class AV-3 affirmed at 'AAA'; -- Class M-1 affirmed at 'AA'; -- Class M-2 affirmed at 'A'; -- Class B-1 affirmed at 'BBB'; -- Class B-2 affirmed at 'BB'; -- Class B-3 affirmed at 'B'; CBRE REALTY: Fitch Chips $9.5MM Class L CDO to 'B-' from 'BB-' -------------------------------------------------------------- Fitch Ratings downgrades CBRE Realty Finance CDO 2007-1 Ltd./LLC as: -- $17,000,000 class J to 'B+' from 'BB+'; -- $15,500,000 class K to 'B' from 'BB'; -- $9,500,000 class L to 'B-' from 'BB-'. These classes are affirmed by Fitch: -- $450,000,000 class A-1 at 'AAA'; -- $50,000,000 class A-1R at 'AAA'; -- $125,000,000 class A-2 at 'AAA'; -- $25,000,000 class A-2R at 'AAA'; -- $86,500,000 class B at 'AA'; -- $48,000,000 class C at 'A+'; -- $19,000,000 class D at 'A'; -- $15,000,000 class E at 'A-'; -- $22,500,000 class F at 'BBB+'; -- $15,000,000 class G at 'BBB'; -- $24,000,000 class H at 'BBB-'. Fitch conducted this review as three assets are either defaulted or have been deemed distressed since the last review (4.9% of the portfolio). The actions are based on Fitch's expected loss assumptions regarding the distressed assets, the transaction breaching its poolwide expected loss covenant, and failure of Fitch's property value decline stress scenarios. Additionally, approximately 4.5% of the portfolio has turned over since Fitch's last review. Deal Summary: CBRE Realty Finance CDO 2007-1 Ltd/LLC is a $1,000,000,000 revolving commercial real estate collateralized debt obligation that closed on April 2, 2007. As of the Aug. 29, 2008 trustee report and based on Fitch categorizations, the CDO was substantially invested as: commercial mortgage whole loans/A-notes (55.8%), CMBS (19.8%), B-notes (12.9%), commercial real estate mezzanine loans (11.1%), and CRE CDOs (0.5%). The CDO is also permitted to invest in synthetically referenced assets, real estate bank loans, and REIT debt. As of Aug. 29, 2008, $41.7 million had been advanced from the A-1R class with $9.3 million remaining. No funds have been advanced from the $25 million A-2R class. While the revolving classes are not fully drawn, they are fully committed to cover future funding obligations of commercial real estate loans currently in the portfolio. The portfolio is selected and monitored by CBRE Realty Finance Management, LLC. CBRE Realty Finance CDO 2007-1 Ltd/LLC has a five-year reinvestment period during which, if all reinvestment criteria are satisfied, principal proceeds may be used to invest in substitute collateral. The reinvestment period ends in April 2012. Although the CDO's poolwide expected loss covenant varies depending on the in-place weighted average spread, the collateral manager has the option of contributing additional equity to the transaction, which allows for additional credit migration beyond the WAS/PEL Matrix. Performance Summary: CBRE 07-1 became effective on Jan. 2, 2008. Since Fitch's last review in January 2008, the as-is poolwide expected loss has increased to 34.375%. Additionally, the portfolio's WAS decreased, lowering the PEL covenant to 32.875% from 33.875%, according to the transaction's WAS/PEL matrix. The higher PEL combined with the lower PEL covenant contributed to the negative reinvestment cushion of -1.500%. Since January 2008, two CREL positions (4.1%) have been added to the pool while one (2.0%) paid off and another, a mezzanine loan (2.5%) on a hotel property, was repurchased. One asset (1.0%) defaulted, and another (2.5%) was deemed distressed. The weighted average expected loss of the CREL assets increased to 34.375% from 30.250% at last review, and from 26.500% at the transaction's close. The primary reason for the increased expected loss is due to the two newly defaulted/distressed loans, increasing the total number of distressed loans to three. The first loan of concern is a mezzanine loan (2.5%) on Riverton Apartments, a multifamily property located in the Harlem submarket of New York City. While both August and September interest payments were made, there is concern about their ability to make future payments. The distressed condition resulted from an underperforming business plan, which involved the conversion of rent stabilized units to market rate, and reduction of the interest reserve. The borrower is currently working with the special servicer of the A-note on potential work-out strategies. Given its deeply subordinated position in the capital stack, Fitch assumed 100% expected loss on this loan. The second loan of concern is a whole loan (1.0%) for a motorcycling recreational facility located in Hartford, Connecticut which defaulted. Since defaulting on the loan, the borrower has come out-of-pocket to bring the interest payments current, and has also paid down the loan balance by $1.5 million. While the borrower also replenished the interest reserve with $500,000, it is only expected to cover interest shortfalls through October 2008. The borrower is currently marketing the property for sale. The last loan of concern (1.4%) is a defaulted whole loan on an office property located in Schaumberg, Illinois, which remains in default since last review. CBRE continues to work through the foreclosure process, which it expects to resolve by year-end 2008. In addition to the defaulted assets mentioned above, the credit quality of the remaining CREL assets declined on average. Since last review, the weighted average Fitch stressed debt service coverage ratio on stabilized net cash flow decreased to 0.91 times from 0.96x, while the weighted average Fitch stressed loan-to- value increased to 129% from 125%. Over the same period, Fitch's weighted average volatility score increased to 6 from 5. Fitch's volatility score is a measure of the viability of a property's business plan, and considers change from as-is to stabilized net cash flow, time to stabilization, market, and sub-market factors. Volatility scores range from 1 to 10, where 10 is considered the most volatile. As of the August trustee report, the CDO was in compliance with all its reinvestment covenants. The WAS has decreased to 2.55% from 2.90% at last review. The weighted average coupon remains at 6.30%. The decreased WAS causes the transaction to reference a lower PEL covenant (32.875%) than at last review (33.875%), according to the transaction's WAS/PEL matrix. The overcollateralization and interest coverage ratios of all classes have remained above their covenants as of the Aug. 29 trustee report. The class F/G/H OC test result (110.89%) is tight compared to its covenant (109.66%) as a result of the loan defaults. The OC test excludes one of the distressed assets (1%) as this loan has since been brought current; however, this asset continues to be a Fitch loan of concern. Should the OC ratio decline below 109.66%, interest will be diverted from the below investment grade notes and preferred shares in order to redeem the class A-1 notes and subordinate classes sequentially until the OC test is satisfied. Collateral Analysis: The portfolio is comprised of 80% CREL and 20% rated securities. As of the August trustee report and per Fitch categorizations, the CDO is within all its property type covenants. Office loans have the highest concentration at 43.0%. The CDO is also within all its geographic covenants with California representing the highest concentration at 25.1%. Since last review, whole loans continue to be the largest asset type concentration in the pool at 55.8%, increasing from 52.6% at last review. The concentration of B- notes increased to 12.9% from 11.0%, while mezzanine loans decreased to 11.1% from 15.6%. The Fitch Loan Diversity Index increased slightly to 252 from 251 at last review, compared to the covenant of 268. The CDO's LDI represents better diversity as compared to other CRE CDOs. For a summary of CDO collateral, including the 10 largest assets, please refer to the CBRE Realty Finance CDO 2007-1 CREL Surveyor Snapshot, which will be available on the Fitch web site beginning Oct. 8, 2008. Asset Manager: CBRE Realty Finance Management, LLC was established in June 2005 and serves as collateral manager for CBRE Realty Finance CDO 2006-1, Ltd. and CBRE Realty Finance CDO 2007-1 Ltd. CBRF is a direct subsidiary of CBRE|Melody & Co., which is in turn a subsidiary of CB Richard Ellis (NYSE: CBG). In addition to serving as a collateralized debt obligation manager, CBRF is also the external manager for CBRE Realty Finance, Inc., a publicly traded real estate investment trust. CELTS 2007-1: Fitch Cuts and Withdraws Ratings on Two Note Classes ------------------------------------------------------------------ Fitch Ratings has downgraded one class and withdrawn its ratings on two classes of notes issued by CELTS 2007-1. These rating actions are effective immediately: -- $307,000,000 class A revolving notes are downgraded to 'B' from 'BB' and withdrawn; -- $57,000,000 class B notes are affirmed at 'CCC' and withdrawn. The downgrade of class A notes reflect the market value declines in the loan market over the past two weeks. The declines have reduced the distance-to-trigger metric to a level that no longer supports a 'BB' rating. CELTS 2007-1 is a total rate of return collateralized loan obligation with a market value termination trigger. The transaction closed on Aug. 17, 2007 and is managed by INVESCO Senior Secured Management, Inc. The rating of the class A notes addresses the likelihood that investors will receive full and timely payments of interest, as per the transaction's governing documents, as well as the stated balance of principal by the legal final maturity date. The rating of the class B notes addresses the likelihood that investors will receive full and timely payments of interest, defined as Class B Note Rate, as per the transaction's governing documents, as well as the stated balance of principal by the legal final maturity date. The investors who own all of the class A and class B notes of this transaction have requested Fitch's rating withdrawal. Due to this lack of investor interest, Fitch is withdrawing its rating on the transaction. CHESAPEAKE CORP: Sees Likely Default on Loan Facility Covenant ------------------------------------------------------------- Chesapeake Corporation disclosed that it made progress on its ongoing efforts to address the upcoming maturity of its bank credit facility and its general liquidity needs. The holders of more than 70% of the principal amount of the corporation's 10-3/8% Sterling-denominated senior subordinated notes due in 2011 and its 7% euro-denominated senior subordinated notes due in 2014 have formed an ad hoc committee and retained Houlihan Lokey as their financial advisor. The corporation has been engaged in constructive discussions with the ad hoc committee and its advisor about financial restructuring alternatives that the corporation expects would, if consummated, address the corporation's short-term and long-term financing, capital structure and operational needs. The alternatives being discussed include potential transactions involving a substantial reduction in the corporation's leverage that would result in substantial dilution or a reduction of the value of the corporation's current common stock to nominal or no value. Discussions with the ad hoc committee and its financial advisor are ongoing, but there can be no assurance that an agreement will be reached. "We are encouraged by the significant progress with our financial restructuring plan, particularly with the discussions we have had with the holders of the senior subordinated debt and their advisor," Andrew J. Kohut, Chesapeake's president and chief executive officer, said. The lenders on the corporation's $250 million Senior Secured Credit Facility have agreed to an amendment to the Credit Facility which includes a waiver of compliance with certain financial condition covenants of the credit facility through Oct. 31, 2008. The amendment waives any potential event of default for failure to meet the financial condition covenants for the third fiscal quarter of the corporation, which ended Sept. 28, 2008, until Oct. 31, 2008. Based on current projections, the corporation does not expect to be in compliance with the financial covenants of the Senior Secured Credit Facility as of the end of the waiver period on Oct. 31, 2008. While the corporation intends to attempt to resolve compliance issues with the covenants by replacing or amending the Senior Secured Credit Facility or obtaining waivers from the corporation's lenders, there can be no assurance that these alternatives will be successful on or before Oct. 31, 2008. Failure to comply with the covenants would be an event of default under the Senior Secured Credit Facility. If an event were to occur, the lenders under the Senior Secured Credit Facility could require immediate payment of all amounts outstanding under the Senior Secured Credit Facility and terminate their commitments to lend under the Senior Secured Credit Facility and, pursuant to cross-default provisions in many of the instruments that govern other outstanding indebtedness, immediate payment of our other outstanding indebtedness could be required, all of which would likely have a material adverse effect on the business, results of operations and financial condition of the corporation. About Chesapeake Corporation Headquartered in Richmond, Virginia, Chesapeake Corporation (NYSE: CSK) -- http://www.cskcorp.com/-- is a supplier of specialty paperboard packaging products in Europe and an international supplier of plastic packaging products to niche end-use markets. Chesapeake has 47 locations in France, Ireland, United Kingdom, North America, China, HongKong, among others and employs approximately 5,500 people. * * * As disclosed in the Troubled Company Reporter on Aug. 11, 2008, Moody's Investors Service downgraded Chesapeake Corporation's Corporate Family Rating to Caa2 from B2 and its Probability of Default Rating to Caa2 from B3. Concurrently, Moody's downgraded the company's senior unsecured revenue bonds to Caa3 from B3 and senior subordinated notes to Caa3 from Caa1. All credit ratings remain on review for possible downgrade. Standard & Poor's Ratings Services lowered its ratings on Chesapeake Corp. The corporate credit rating was lowered to 'CCC+' from 'B'. The ratings remain on CreditWatch, where they were placed on July 2, 2008, with negative implications. CIENA CAPITAL: Gets Initial OK to Access Allied Capital Facility ---------------------------------------------------------------- Bill Rochelle of Bloomberg News reports that the United States Bankruptcy Court for the District of New York authorized Ciena Capital LLC to access, on an interim basis, the debtor-in- possession facility offered by Allied Capital Corporation. On Oct 1, 2008, the Debtor entered into a secured DIP credit agreement with Allied Capital. Under the agreement, the maximum commitment of $5 million will mature on the earlier of (i) Jan. 5, 2008, (ii) the effective date of any plan, or (iii) after an event of default by the lender. The agreement allows the Debtor to use up to (i) $2 million in financing on the interim, and (ii) the full amount of $5 million on a final basis. Allied Capital's facility will accrue an 8% interest per annum. The Debtor tells the Court that it has an immediate and critical need for the financing. The absence of the lender's facility will hasten, among other things, the deterioration of their mortgage loan servicing business and value of securities portfolio, the Debtor points out. The proceeds of the loan will be used to fund general working capital needs, certain periodic servicing advances and reorganization expenses. To secure the Debtor's obligations, the lender will be granted superpriority administrative expense claims, and liens and security interest in substantially all of the Debtor's assets under Section 354(c)(1) of the Bankruptcy Code. The DIP facility is subject to a $500,000 carve-out to pay fees and expenses by the Debtor's professionals, and a $250,000 carve- out to pay fees and expenses by professionals of any committee. The credit agreement contains customary and appropriate events of default including, without limitation: a) nonpayment, noncompliance with the credit documentation, inaccuracy of representations and warranties, and challenges by any person to the loan documents; b) any default regarding perfection, priority or enforceability of the DIP lender's security interest in the collateral, and c) standard bankruptcy related events of default, including failure to enter the final order. Indebtedness The Debtor is party to a certain second amended and restated credit agreement dated March 17, 2006, as amended from time to time, with CitiBank, N.A., as administrative agent. The agreement provides up to $500 million in revolving loans secured by the Debtor's assets. As of the its bankruptcy filing, the Debtor owes $325 million under the credit agreement to CitiBank. A full-text copy of the Secured DIP Credit Agreement between the Debtor and Allied Capital is available for free at: http://ResearchArchives.com/t/s?335e Headquartered in New York, Ciena Capital LLC aka BLC Financial Services, Inc. -- http://www.cienacapital.com/-- offers commercial real estate finance services including loans and long- term investment property financing. The company and 11 of its affiliates filed for Chapter 11 protection on Sept. 30, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-13783). Peter S. Partee, Esq., at Hunton & Williams LLP in New York, represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed assets and debts of between $100 million to $500 million each. CIPRICO INC: Completes Sale of Intellectual Property Assets ----------------------------------------------------------- Ciprico Inc. closed the asset sale of certain of its intellectual property assets to Dot Hill Systems Corp. Pursuant to bankruptcy proceedings, Dot Hill Systems was the winning bidder to acquire all of Ciprico's rights to its RAIDCore(TM) technology and a joint ownership interest with Ciprico in its NAS intellectual property. Payment terms include a cash payment of $2.25 million at closing, a promissory note for $1.0 million over a 42-month period and an earnout of as much as $2 million over 42 months. At closing the company repaid a debtor-in-possession loan from Dot Hill Systems of $225,000. The U.S. Bankruptcy Court for the District of Minnesota in Minneapolis approved the Agreement on Sept. 18, 2008. About Dot Hill Systems Corp. Headquartered in Carlsbad, California, Dot Hill Systems Corp. (NASDAQ:HILL) -- http://www.dothill.com/-- provides entry level and mid-range storage systems for organizations requiring networked storage and data management solutions in an open systems architecture. About Ciprico Headquartered in Minneapolis, Minnesota, Ciprico Inc. (NASDAQ: CPCI) -- http://www.ciprico.com-- provides software to information technology servers, workstations and digital media workflows. The company filed for Chapter 11 protection on July 28, 2008 (Bankr. D. Minn. Case No.08-43731). Clinton E. Cutler, Esq., at Fredrikson & Byron, P.A., represents the Debtor. When the Debtor filed for protection from its creditors, it listed total assets of $6,905,000 and total debts of $7,814,000. CMR MORTGAGE: Reports $1.3 Million Net Income for March 2008 ------------------------------------------------------------ CMR Mortgage Fund II LLC reported $1,336,663 net income on total interest income of $3,100,745 for the three months ended March 31, 2008, compared with $1,490,987 net income on total interest income of $3,697,004 for the same period a year ago. The company's condensed balance sheets at March 31, 2008, showed total assets of $116,600,653 and total liabilities of $28,200,950 resulting in a $88,399,703 stockholders' equity. In March, the company's manager, California Mortgage and Realty Inc., suspended indefinitely monthly cash distributions of net income and members' redemption requests in response to the market conditions to conserve cash and build cash reserve. As of March 31, 2008 and August 31, 2008, outstanding member redemption requests totaled $24,598,595 and $35,812,117, respectively. Going Concern Doubt As reported in the Troubled Company Reporter on Aug. 14, 2008, Perry-Smith LLP raised on July 21, 2008, substantial doubt about the ability of CMR Mortgage Fund II, LLC, which is managed by California Mortgage and Realty, Inc., to continue as a going concern after auditing the Fund's financial statements for the year ended Dec. 31, 2007. The auditor reported that the Fund has experienced a significant decrease in cash flows. In addition, a number of the Fund's loans are in default. The Fund's illiquid position may prevent the Fund from protecting its position with respect to the property securing the defaulted loans. A full-text copy of the company's regulatory filing is available for free at http://ResearchArchives.com/t/s?3350 About CMR Mortgage Fund II CMR Mortgage Fund II, LLC, is a California limited liability company formed on Sept. 5, 2003, for the purpose of making or investing in business loans secured by deeds of trust or mortgages on real properties located primarily in California. The real properties predominantly consist of land held by businesses or individuals, or commercial buildings. The land can be income- producing or may be held for commercial or residential development. Currently, most of the land securing the Fund's loans are held for development or is in some stage of application for development entitlements or building permits. Its loans are arranged and serviced by a managing company, California Mortgage and Realty,Inc., a Delaware corporation, which is licensed as a California real estate broker and a California finance lender. COGECO CABLE: Fitch Affirms Issuer Default Rating at 'BB+' ---------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' Issuer Default Rating and 'BBB-' long-term debt ratings of Cogeco Cable Inc. Fitch has also assigned a 'BBB-' rating to Cogeco Cable's approximately C$260 million two-tranche debt offering. The offering consists of US$190 million 7% senior secured notes due 2015 and C$55 million 7.6% senior secured notes due 2018. Proceeds from the offering will be used to refinance the US$150 million of senior secured notes due 2008 as well as the related cross currency swaps for a total of C$239 million and for general corporate purposes. The Rating Outlook is Stable. The ratings incorporate Cogeco Cable's stable credit protection measures and the strength in the Canadian operations that generate the majority of the company's revenue and cash flow. The Canadian operations are well supported by Cogeco Cable's competitive position and clustered cable systems, which leverages the Triple Play bundling strategy that resulted in strong revenue generating unit growth for fiscal year 2007, driven by its telephony offering. Growth in fiscal year 2008 has slowed, reflecting the signs of maturation in most services. Fitch expects the company will continue to improve financial performance over the rating horizon, which should result in solid organic revenue growth, higher margins, greater free cash flow and lower leverage. Pro forma leverage at the end of the third fiscal quarter of 2008 was 3.0 times, which should reduce over the next several quarters as the company pays down debt and grows its cash flow. These strengths are balanced against the unfavorable competitive and economic environments facing Cabovisao, Cogeco Cable's Portugal operations. Fitch believes this market environment will likely remain difficult in the future given the increased overbuild activity, digital terrestrial television, mobile broadband and satellite television as operators expand their bundled offerings thereby limiting revenue and cash flow growth. Accordingly, management expects revenue growth of approximately 3.5% for fiscal year 2009 compared with double digit growth in the low teens for the Canadian operations. The market in Portugal is potentially under-penetrated with significantly greater density than Cogeco Cable's Canadian operations, thus representing an opportunity for Cabovisao to grow its revenue and cash flow, although the company must execute on its strategic initiatives against significant competitive activity to achieve success and drive greater bundled penetration. Positively, with Cabovisao's focus on profitable growth, the company's margins increased 500 basis points to 37.7% during the third quarter of FY2008. Cogeco Cable currently has good liquidity through its credit facilities, cash position, growing free cash flow and new debt offering. Cogeco Cable's debt maturities over the next two years include approximately C$240 million due in October 2008 and C$150 million in June 2009. Cogeco Cable's C$885 million secured credit facility matures in 2011 and includes a C$725 million revolver and C$160 million term loan. As of May 31, 2008, Cogeco Cable had drawn a total of C$366 million on its credit facilities. Expectations for free cash flow in FY2009 are for approximately C$100 million. Cogeco Cable also acquired Toronto Hydro Telecom Inc. in July for a total consideration of $200 million. Cogeco Cable also has significant flexibility under its financial covenants in the event of an acquisition. Cogeco Cable's management has indicated a preference to consider additional acquisitions although current market conditions have significantly limited opportunities. While leverage could rise materially if the company made an acquisition, Fitch expects the company would prudently manage its capital structure and issue equity to deleverage the company within 12-18 months after any potential acquisition. The Stable Outlook reflects the company's current financial performance and the expectation for continued improvement. COLUMBIA CREST: Case Summary & Three Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Columbia Crest Mobile Home Park, LLC P.O. Box 389 Clackamas, OR 97015 Bankruptcy Case No.: 08-35241 Chapter 11 Petition Date: October 1, 2008 Court: District of Oregon Judge: Trish M. Brown Debtor's Counsel: Bradley O. Baker, Esq. bradleyo10@msn.com 15545 Village Park Ct Lake Oswego, OR 97034 Tel: (503) 697-0557 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million Debtor's list of its Three Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Randy Smith $89,000 1910 NE 30 Street Portland, OR 97212 City of the Dalles $3,400 1900 West 6th Street The Dalles, OR 97058 Red's Trading Post $2,000 2610 W. 2nd Street The Dalles, OR 97058 COLUMBUS HOSPITAL: Moody's Withdraws 'B3' Rating on Series A Bonds ------------------------------------------------------------------ Moody's Investors Service has withdrawn the B3 rating assigned to Columbus Hospital's Series A (1991) bonds. The full outstanding balance of the Series A bonds have been defeased following the acquisition of Columbus Hospital assets by Saint Michael's Medical Center, Inc., an affiliate of Catholic Health East (headquartered in Pennsylvania). Moody's holds no other ratings on Columbus Hospital. COMFORT CO: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Comfort Co., Inc. 187 Monmouth Parkway West Long Branch, NJ 07764 Bankruptcy Case No.: 08-12305 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Sleep Innovations, Inc. 08-12306 Advanced Innovations Central, LLC 08-12307 Advanced Innovations East, LLC 08-12309 Advanced Innovations West, LLC 08-12310 Advanced Urethane Technologies, Inc. 08-12311 AUT Brenham, Inc. 08-12312 AUT Dallas, Inc. 08-12313 AUT Lebanon, Inc. 08-12314 AUT Newburyport, Inc. 08-12315 AUT West Chicago, Inc. 08-12316 Type of Business: The Debtors make and sell foam bedding, sleep products and accessories. See: http://www.sleepinnovations.com/ Chapter 11 Petition Date: October 3, 2008 Court: District of Delaware (Delaware) Judge: Mary F. Walrath Debtor's Counsel: Michael R. Lastowski, Esq. mlastowski@duanemorris.com Richard W. Riley, Esq. rwriley@duanemorris.com Duane Morris LLP 1100 North Market Street, Suite 1200 Wilmington, DE 19801-1246 Tel: (302) 657-4900 Fax: (302) 657-4901 Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million Debtor's 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Dow Chemical Company trade $3,563,232 P.O. Box 281760 Atlanta, GA 30284-1760 BASF trade $2,867,153 Phoenix Business Park 1640 Phoenix Blvd., Suite 110 Standard Fiber, LLC trade $2,209,813 323 Allerton Avenue South San Francisco, CA 94080 Hunstman Polyurethanes trade $705,176 Box 360494 Pittsburgh, PA 15251-6494 Supreme Quilting LTD trade $655,681 12-14 Goldthrone Avenue Etobicoke, Ontario M8Z5S8 Tel: (416) 534-2887 IBM trade $598,740 P.O. Box 643600 Pittsburgh, PA 15264-3600 Weyerhaeuser trade $469,038 1703 SW Commerce Dr., Ste. #3 Bentonville, AR 72712 Momentive trade $448,634 Performance Materials P.O. Box 640959 Pittsburg, PA 15264-0959 AlixPartners LLP trade $425,722 2000 Town Center, Suite 2400 Southfield, MI 48075 Tel: (248) 262-8495 Rothschild Inc. trade $326,122 1251 Avenue of the Americas New York, N 10020 Tel: (212) 403-3501 Grand Rapids Foam trade $304,597 Technologies 2788 Remico SW Wyoming, MI 49519 Tel: (616) 726-1676 Maco Bag trade $281,015 Box 100 Newark, NY 14513 Stone Container Corporation trade $257,655 P.O. Drawer 1769 Tupelo, MS 38802 Mid South Extrusion trade $247,121 Spalding Graphic Media trade $237,021 Pro Resources Inc. trade $235,743 NuTex Concepts Corporation trade $233,968 UTI, United States, Inc. trade $229,570 Georgia-Pacific Corrugated trade $214,120 LLC Wise Staffing Service fees $213,197 A. Lava & Son Co. trade $205,895 First Insurance Corp. insurance $204,530 MDM Packaging & Supplies trade $181,194 United Parcel Service trade $175,260 Interscope, LLC trade $172,494 Staffmark Inc. trade $157,559 RSm McGladrey trade $149,360 Lindsey & Company trade $139,047 Alexander Oil Co. trade $132,901 Penske Truck Leasing trade $125,059 COMIJA INC: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Comija, Inc. 1501 West Baltimore Street Baltimore, MD 21223 Bankruptcy Case No.: 08-22791 Chapter 11 Petition Date: October 2, 2008 Court: District of Maryland (Baltimore) Judge: Robert A. Gordon Debtor's Counsel: James L. Wiggins, Esq. James L. Wiggins Law Office jlwiggins@phonom.net One East Lexington Street, Suite 505 Baltimore, MD 21202 Tel: (410) 539-2244 Total Assets: $1,346,475 Total Debts: $391,500 The Debtor does not have any creditors who are not insiders. CONSECO FINANCE: Fitch Retains Junk Ratings on 11 Housing Issues ---------------------------------------------------------------- Fitch Ratings has taken rating actions on Conseco Finance Corporation manufactured housing issues: Series 2000-1 -- Class A-5 remains at 'CC/DR2'; -- Class M-1 remains at 'C/DR6' Series 2000-2 -- Class A-5 remains at 'CC/DR2'; -- Class A-6 remains at 'CC/DR2'; -- Class M-1 remains at 'C/DR6' Series 2000-4 -- Class A-5 remains at 'CC/DR2'; -- Class A-6 remains at 'CC/DR2'; -- Class M-1 remains at 'C/DR6'. Series 2000-5 -- Class A-6 remains at 'CCC/DR2'; -- Class A-7 remains at 'CC/DR2'; -- Class M-1 revised to 'C/DR6' from 'C/DR5'. Series 2000-6 -- Class A-5 is affirmed at 'B+; -- Class M-1 is revised to 'C/DR6' from 'C/DR5'. Series 2001-1 -- Class A-5 is affirmed at 'B+; -- Class M-1 is revised to 'C/DR6' from 'C/DR5'. Series 2001-2 -- Class M-1 is revised to 'C/DR6' from 'C/DR5'. Series 2001-4 -- Class A-4 is upgraded to 'BBB' from 'BB+'; -- Class M-1 remains at'C/DR4'; -- Class M-2 is revised to 'C/DR6' from 'C/DR5'. CONSTELLATION COPPER: TSX Delists Common Shares on October 2 ------------------------------------------------------------ The Toronto Stock Exchange said the common shares of Constellation Copper Corporation was delisted on Oct. 2, 2008, for failure to meet the continued listing requirements. TXS said the securities commenced trading on NEX on Oct. 3, 2008. Constellation Copper Corporation (TSX: CCU) -- http://www.constellationcopper.com/-- extracts mineral deposits in its mining pits. CPORTS 2006-3: Moody's Trims $200MM Class A Notes Rating to 'Ba3' ----------------------------------------------------------------- Moody's Investors Service has downgraded its rating of the notes issued by CPORTS 2006-3: Class Description: $200,000,000 Class A Floating Rate Notes (CPORTS 2006-3) Due 2014 -- Prior Rating: Ba1 -- Prior Rating Date: September 19, 2008 -- Current Rating: Ba3 According to Moody's, the rating action is the result of deterioration in the credit quality of the transaction's reference portfolio, which includes but is not limited to exposure to Lehman Brothers Holdings Inc., which filed for protection under Chapter 11 of the U.S. Bankruptcy Code on September 15, 2008, Washington Mutual Inc., which was seized by federal regulators on Sept. 25, 2008 and subsequently virtually all of its assets were sold to JPMorgan Chase, and Fannie Mae and Freddie Mac, which were placed into the conservatorship of the U.S. government on September 8, 2008. CREDIT AND REPACKAGED: Poor Credit Quality Cues Moody's Rtngs Cut ----------------------------------------------------------------- Moody's Investors Service has downgraded its ratings of Credit and Repackaged Securities Limited Series 2006-15, 16, & 17 Class Description: Tranche Notes Due December 20, 2016 (2006-15) -- Prior Rating: Baa2 -- Prior Rating Date: 08/21/2008 -- Current Rating: Ba1 Class Description: Tranche Notes Due December 20, 2016 (2006-16) -- Prior Rating: Ba1 -- Prior Rating Date: 08/21/2008 -- Current Rating: B2 Class Description: Tranche Notes Due December 20, 2016 (2006-17) -- Prior Rating: B1 -- Prior Rating Date: 08/21/2008 -- Current Rating: Caa1 According to Moody's, the rating action is the result of deterioration in the credit quality of the transaction's reference portfolio, which includes but is not limited to exposure to Lehman Brothers Holdings Inc., which filed for protection under Chapter 11 of the U.S. Bankruptcy Code on September 15, 2008 and Washington Mutual Inc., which was seized by federal regulators on September 25, 2008 and subsequently virtually all of its assets were sold to JPMorgan Chase. CREDIT SUISSE: Fitch Cuts Ratings on Two Classes to BB from BBB --------------------------------------------------------------- Fitch Ratings has taken rating actions on Credit Suisse First Boston manufactured housing issues: Series 2001-MH29 -- Class A affirmed at 'AAA'; -- Class M-1 affirmed at 'AA'; -- Class M-2 affirmed at 'A'; -- Class B-1 downgraded to 'BB' from 'BBB'; -- Class B-2 downgraded to 'A-' from 'A' and placed on Rating Watch Negative. Series 2002-MH3 -- Class A affirmed at 'AAA'; -- Class M-1 affirmed at 'AA'; -- Class M-2 downgraded to 'BBB' from 'A'; -- Class B-1 downgraded to 'BB' from 'BBB'; -- Class B-2 downgraded to 'A-' from 'A' and placed on Rating Watch Negative. CYBERDEFENDER CORP: SEC Grants Request to Exclude Form 10-Q Info ---------------------------------------------------------------- CyberDefender Corporation disclosed in a Securities and Exchange Commission filing that SEC's Division of Corporation Finance has granted its request confidential treatment for information it excluded from the Exhibits to a Form 10-Q filed on Aug. 14, 2008. Patti J. Dennis, Chief of SEC's Office of Disclosure Support, said the the information qualifies as confidential commercial or financial information under the Freedom of Information Act. Excluded information will not be released to the public through December 31, 2010. About CyberDefender Corp. Headquartered in Los Angeles, CyberDefender Corp. (OTC BB: CYDE) - -- http://www.cyberdefender.com/-- is an Internet security software company. The company's Internet security technology offers the earliest possible detection and most aggressive defense against Internet security attacks. CyberDefender uses a secure client-to-client distributed network, enabling protection that the company believes is unparalleled in speed and flexibility. CyberDefender's balance sheet as of showed $1,244,343 in total assets, $6,060,859 in total liabilities, resulting to $4,816,516 in shareholders' deficit. At June 30, 2008, the company's consolidated balance sheet also showed strained liquidity with $995,910 in total current assets available to pay $4,355,023 in total current liabilities. The company posted $2,034,433 in net losses on $742,862 in net revenues for the second quarter ended 2008. Going Concern Doubt KMJ Corbin & Company LLP, in Irvine, California, expressed substantial doubt about Cyberdefender Corp.'s ability to continue as a going concern after auditing the company's financial statements for the year ended Dec. 31, 2007. The auditing firm reported that the Company has recurring losses from operations and has not generated significant revenues to cover costs to date. DERBES REALTY: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Derbes Realty Trust 44 Branch Street Quincy, MA 02169 Tel: (617) 471-9190 Bankruptcy Case No.: 08-17465 Type of Business: The Debtor is a real estate manager. Chapter 11 Petition Date: October 1, 2008 Court: District of Massachusetts (Boston) Judge: Henry Boroff Debtor's Counsel: Christine Cedrone Logan, Esq. Christine Cedrone Logan & Associates, P. clogan@cedronelaw.com 21 McGrath Highway, Suite 306 Quincy, MA 02169 Tel: (617) 934-0709 Fax: (617) 328-0689 Total Assets: $1,000,000 Total Debts: $1,300,000 The Debtor did not file a list of its 20 Largest Unsecured Creditors. DEUTSCHE FINANCIAL: Fitch Keeps 'CC/DR2' Rating on Cl. M Issue -------------------------------------------------------------- Fitch Ratings has taken rating actions on these Deutsche Financial Capital manufactured housing issues: Series 1997-I -- Class A-3 affirmed at 'AA+'; -- Class A-4 affirmed at 'AA+'; -- Class A-5 affirmed at 'AA+'; -- Class A-6 affirmed at 'AA+'; -- Class M affirmed at 'B-/DR2'; -- Class B-1 revised to 'C/DR6' from 'C/DR5'. Series 1998-I -- Class A-2 affirmed at 'A'; -- Class A-3 affirmed at 'A'; -- Class A-4 affirmed at 'A'; -- Class A-5 affirmed at 'A'; -- Class A-6 affirmed at 'A'; -- Class A-7 affirmed at 'A'; -- Class M remains at 'CC/DR2'; -- Class B-1 revised to 'C/DR6' from 'C/DR5'. D & J INC: Case Summary & 13 Largest Unsecured Creditors -------------------------------------------------------- Debtor: D & J, Inc. HC 01 Box 2052 Boqueron, PR 00622 Bankruptcy Case No.: 08-06504 Chapter 11 Petition Date: September 30, 2008 Court: District of Puerto Rico (Old San Juan) Debtor's Counsel: Alberto O. Lozada Colon, Esq. alberto3@coqui.net Bufete Lozada Colon P.O. Box 427 PMB 1019 Mayaguez, PR 00681 Tel: (787) 833-6323 Estimated Assets: $1,000,000 to $10,000,000 Estimated Debts: $100,000 to $500,000 D & J Inc.'s chapter 11 petition with a list of 13 largest unsecured creditors is available for free at: http://researcharchives.com/t/s?333f DIOMED HOLDINGS: Pays $1.1MM of Accrued Loan Interest and Fees -------------------------------------------------------------- Hercules Technology Growth Capital, Inc., disclosed that in addition to the full repayment of $6.0 million of principal received in April 2008, it has received a payment of $1.1 million for accrued interest and loan fees on the company's debt financing to Diomed Holdings Inc. The internal rate of return on Diomed Holdings Inc., is expected to exceed 60% with this payment. "We are pleased that we were able to get full repayment of the loan principal plus accrued interest and fees," said Manuel A. Henriquez, co-founder, chairman and chief executive officer of Hercules. "Since inception, Hercules had adhered to a strict selection and monitoring process. We actively work with the management and the financial sponsors of each company throughout the life of the investment. As a result, even when our portfolio companies have been in distressed situations, we have succeeded at receiving principal payments." Diomed entered into a settlement agreement with AngioDynamics in April 2008 for the purpose of resolving the patent infringement lawsuit between the companies originally filed in January 2004. As a result of the settlement over varicose vein laser treatment technology, AngioDynamics agreed to pay $7.0 million to Diomed. Of the $7.0 million settlement proceeds, $6.0 million was used to repay the outstanding loan principal balance to Hercules. An additional $1.1 million for accrued interest and other loan fees was received at the end of September 2008 per a settlement order approved by the United States Court of Bankruptcy for the District of Massachusetts. About Diomed Holdings Based in Andover, Massachussetts, Diomed Holdings Inc. (AMEX: DIO) -- http://www.evlt.com/and http://www.diomedinc.com/-- develops and commercializes minimal and micro-invasive medical procedures that use its proprietary laser technologies and disposable products. Diomed's EVLT(R) laser vein ablation procedure is used in varicose vein treatments. Diomed also provides photodynamic therapy for use in cancer treatments, and dental and general surgical applications. Diomed Holdings has no assets other than its 100% ownership in Diomed Inc., its operating unit. Diomed, Inc., owns 100% of Diomed Ltd. in the United Kingdom and Diolaser Mexico SA de CV in Mexico. The company also has an affiliate in Asia through Diomed Hong Kong. The company and its affiliate, Diomed Inc., filed for Chapter 11 protection on March 14, 2008 (Bankr. D. Mass. Case Nos. 08-40750 and 08-40749). Douglas R. Gooding, Esq., at Choate Hall & Stewart LLP, is the Debtor's local counsel and McGuireWoods LLP is its general counsel. Goulston & Storrs P.C. is counsel to the Official Committee of Unsecured Creditors. The company's schedules show total assets of $19,936,479 and total liabilities of $14,743,485. In connection with the Chapter 11 filings, Diomed Ltd. filed for Administration under the laws of the United Kingdom in the Cambridge County Court. Steven Mark Law of Ensors was named as administrator. EAGLE VENTURES: Will File Reorganization Plan in Fourth Quarter --------------------------------------------------------------- Eagle Ventures International, Inc., will file a plan for reorganization sometime in the fourth quarter of 2008. Eagle Ventures has filed for reorganization, pursuant to Chapter 11 of the U.S. Bankruptcy Code, in the U.S. Bankruptcy Court for the District of Idaho. The company is in the process of reorganizing its business. The Idaho Statesman quoted Eagle Ventures' CEO Paul Peterson as saying, "During the past several months it has become apparent to us that prospective investors were unwilling to fund payments to persons or entities who drain the company's resources without contributing to meaningful development and growth of the company. And without funding at this stage of our development, we cannot effectively execute against our business plan and best serve our customers, shareholders and vendor-partners." Accoridng to The Idaho Statesman, Eagle Ventures had retained a financial consultant to attract investors. Eagle Ventures' subsidiaries are Hydrate20, which sells bottled water with electrolytes intended to speed hydration, and OneWorldFon, which sells voice-over-Internet products in Latin America. Beaverton, Oregon-based Eagle Ventures International, Inc., provides next-generation voice over Internet protocol services to customers in the consumer and small business markets. It is a holding company parent to various subsidiaries, including TelExtreme International, Inc., Hydrate2O, Inc., and OneWorldFon, which sells voice-over-Internet products in Latin America. The company filed for Chapter 11 protection on Sept. 10, 2008 (Bankr. D. Idaho Case No. 08-01957). D. Blair Clark, Esq., at Ringert Clark, Chartered, represents the company in its restructuring effort. In its bankruptcy filing, the company listed assets of between $1,000,000 and $10,000,000, and debts of between $1,000,000 and $10,000,000. EDUCARE INC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Educare, Inc. 25 Heather Hill Lane St. Louis, MO 63132 Bankruptcy Case No.: 08-47684 Chapter 11 Petition Date: October 2, 2008 Court: Eastern District of Missouri (St. Louis) Judge: Kathy A. Surratt-States Debtor's Counsel: Charles W. Riske, Esq. Attorney at Law riske@ctfpc.com 231 S. Bemiston, Suite 1220 St. Louis, MO 63105 Tel: (314) 725-9400 Fax: (314) 726-2361 Total Assets: $1,897,891 Total Debts: $1,178,952 A copy of the Debtor's petition that contains a list of its 20 Largest Unsecured Creditors is available at: http://bankrupt.com/misc/moeb08-47684.pdf EMIGRANT BANCORP: Fitch Cuts ID Ratings with Negative Outlook ------------------------------------------------------------- Fitch Ratings has downgraded the long-term and short-term issuer default ratings of Emigrant Bancorp, Inc. to 'BB+' and 'B', respectively. The long-term and short-term IDR of subsidiary banks were downgraded to 'BBB-' and 'F3'. The Rating Outlook is Negative. Emigrant Bancorp Inc: -- Long-term IDR downgraded to 'BB+' from 'BBB'; -- Short-term IDR downgraded to 'B' from 'F2'; -- Individual rating downgraded to 'C/D' from 'B/C'; -- Senior debt downgraded to 'BB+' from 'BBB'; -- Support affirmed at '5'; -- Support floor affirmed at 'NF'. The rating actions largely reflects Fitch's concerns with Emigrant's capital position and the effect of anticipated losses that will likely emanate from its investment portfolio. While Fitch expects capital to meet the definition of 'well capitalized,' both tangible and regulatory capital ratios remain under considerable pressure due to expected recognition of losses in its investment portfolio. Based on Fitch's loss assumptions regarding certain investment holdings, Fitch does not believe pro- forma capital ratios support the previous ratings. Fitch views favorably the support Emigrant has received from its primary shareholder in the past. The support from the primary shareholder demonstrates the willingness and historical ability to support the company. That said, while it has been the primary shareholder's expressed intention to continue to support the company and maintain regulatory capital ratios at a 'well- capitalized' level, Fitch cannot determine an individual's ability and willingness to provide future support and therefore is not factored in the ratings. It is noted that in the face of deteriorating market conditions, Emigrant's ability to raise capital through other means may be limited. In July 2008, Emigrant's ratings were downgraded due to falling capital ratios in the face of elevated delinquencies in its residential portfolio and a lack of consistent operating performance. The volatile environment has added to the uncertainty of Emigrant's ability to exhibit sustainable operating performance and improve capital ratios in the near term. Moreover, residential loan delinquency remains high, though losses continue to be negligible due to Emigrant's very conservative lending policies including low loan-to-value ratios. The notching of Emigrant Bancorp from its regulated banking subsidiaries reflects Fitch's view that the subsidiary banks exhibit a stronger financial position than the holding company. While the holding company maintains ample liquidity to cover its debt obligations, it is highly leveraged and the already low tangible common equity ratio will be further pressured by the aforementioned expected losses in its investment portfolio. Resolution of the Negative Outlook will be predicated on actual loss prospects and the impact on capital, as well as management's plans to rebuild the capital base over the next several periods. If the impact to capital is more severe than Fitch's current assumptions or if any of Emigrant's other credit fundamentals weaken, the ratings could be downgraded further. Conversely, an improvement in the capital base and investment portfolio losses being more manageable than expected would have positive rating implications. These Emigrant subsidiaries have been impacted by the rating action. The Rating Outlook is Negative. Emigrant Bank -- Long-term IDR downgraded to 'BBB-' from 'BBB'; -- Long-term deposits downgraded to 'BBB' from 'BBB+'; -- Short-term IDR downgraded to 'F3' from 'F2'; -- Short-term deposits downgraded to 'F3' from 'F2'; -- Individual rating downgraded to 'C' from 'B/C'; -- Support affirmed at '5'; -- Support floor affirmed at 'NF'. Emigrant Savings Bank - Manhattan -- Long-term IDR downgraded to 'BBB-' from 'BBB'; -- Long-term deposits downgraded to 'BBB' from 'BBB+'; -- Short-term IDR downgraded to 'F3' from 'F2'; -- Short-term deposits downgraded to 'F3' from 'F2'; -- Individual rating downgraded to 'C' from 'B/C'; -- Support affirmed at '5'; -- Support floor affirmed at 'NF'. Emigrant Savings Bank - Brooklyn/Queens -- Long-term IDR downgraded to 'BBB-' from 'BBB'; -- Long-term deposits downgraded to 'BBB' from 'BBB+'; -- Short-term IDR downgraded to 'F3' from 'F2'; -- Short-term deposits downgraded to 'F3' from 'F2'; -- Individual rating downgraded to 'C' from 'B/C'; -- Support affirmed at '5'; -- Support floor affirmed at 'NF'. Emigrant Savings Bank - Long Island -- Long-term IDR downgraded to 'BBB-' from 'BBB'; -- Long-term deposits downgraded to 'BBB' from 'BBB+'; -- Short-term IDR downgraded to 'F3' from 'F2'; -- Short-term deposits downgraded to 'F3' from 'F2'; -- Individual rating downgraded to 'C' from 'B/C'; -- Support affirmed at '5'; -- Support floor affirmed at 'NF'. Emigrant Savings Bank - Bronx/Westchester -- Long-term IDR downgraded to 'BBB-' from 'BBB'; -- Long-term deposits downgraded to 'BBB' from 'BBB+'; -- Short-term IDR downgraded to 'F3' from 'F2'; -- Short-term deposits downgraded to 'F3' from 'F2'; -- Individual rating downgraded to 'C' from 'B/C'; -- Support affirmed at '5'; -- Support floor affirmed at 'NF'. Emigrant Mercantile Bank -- Long-term IDR downgraded to 'BBB-' from 'BBB'; -- Long-term deposits downgraded to 'BBB' from 'BBB+'; -- Short-term IDR downgraded to 'F3' from 'F2'; -- Short-term deposits downgraded to 'F3' from 'F2'; -- Individual rating downgraded to 'C' from 'B/C'; -- Support affirmed at '5'; -- Support floor affirmed at 'NF'. Emigrant Capital Trust I -- Preferred stock downgraded to 'BB-' from 'BBB-'. Emigrant Capital Trust II -- Preferred stock downgraded to 'BB-' from 'BBB-'. EMPORIA PREFERRED: Fitch Affirms Ratings on Seven Classes of Notes ------------------------------------------------------------------ Fitch has affirmed seven classes of notes issued by Emporia Preferred Funding II, Ltd./Corp. as: -- $91,000,000 class A-1 first priority senior notes 'AAA'; -- $30,000,000 class A-2 first priority senior revolving notes 'AAA'; -- $120,000,000 class A-3 first priority delayed draw senior notes 'AAA'; -- $30,000,000 class B second priority senior notes 'AA'; -- $22,000,000 class C third priority subordinated deferrable notes 'A'; -- $22,000,000 class D fourth priority subordinated deferrable notes 'BBB'; -- $14,500,000 class E fifth priority subordinated deferrable notes 'BB'. Emporia II is a cash flow collateralized loan obligation that closed June 21, 2006 and is managed by Emporia Capital Management, LLC. Emporia II has a revolving portfolio primarily composed of U.S. middle market loans, 89.4% of which are senior secured loans and 10.6% of which are second lien loans. The reinvestment period will end in July 2012. The top three industry concentrations in Emporia II's portfolio are business services (14.3%), healthcare (12.3%), and food, beverage, and tobacco (10.1%). The single largest obligor accounts for 1.4% of the collateral par balance. Approximately 23.1% of the portfolio is publicly rated by at least one rating agency, with 3.5% of the assets currently on Rating Watch Negative by at least one agency and an additional 7.3% on Rating Outlook Negative. Fitch accounted for the Rating Watch and Rating Outlook statuses of the assets in its modeling assumptions. The remainder of the portfolio was shadow rated by Fitch. Overall, the portfolio has performed within Fitch's expectations since the closing date, as evidenced by the current portfolio's average credit quality of 'B-', which remains within its covenanted level. The transaction has maintained collateral coverage levels and is passing all of its principal coverage tests as of the latest trustee report dated Sept. 2, 2008. The collateral is also generating excess interest proceeds, helping Emporia II pass all of its interest coverage tests at levels well-above the required ratios. As of the latest trustee report, all of the interest coverage ratios are over 200%, with the exception of the class E IC test, which was recorded at 196.7% versus its trigger of 105%. There are currently a limited number of obligors in the collateral pool that are experiencing performance challenges, including companies that have endured sharp commodity price increases, obligors directly or indirectly impacted by the housing downturn, and companies in the softening automotive sector. The only defaulted asset in the current portfolio consists of a second lien term loan to a defunct ethanol refining company. The collateral manager expects minimal recoveries on this position; however, the potential loss from this asset is reflected in the transaction's principal coverage ratios which, as previously mentioned, all remain above their required levels. Since inception, Emporia II has experienced several other defaulted assets, but has typically received high recoveries upon disposal or resolution of these assets, allowing the transaction to maintain sufficient levels of collateral coverage. Still, Fitch's analysis assumes that the current credit environment will bring about reduced recoveries. The maintenance of relatively low levels of defaults and solid recoveries will be a key driver for future rating actions on this transaction. The ratings of the classes A-1, A-2, A-3, and B notes address the likelihood that investors will receive full and timely payments of interest, as per the transaction's governing documents, as well as the aggregate outstanding amount of principal by the stated maturity date. The ratings of the classes C, D, and E notes address the likelihood that investors will receive ultimate interest payments, as per the transaction's governing documents, as well as the aggregate outstanding amount of principal by the stated maturity date. Fitch reviewed this transaction in accordance with its updated criteria released on April 30, 2008 for Corporate CDOs. At that time, Fitch noted it would be reviewing its ratings accordingly to establish consistency for existing and new transactions. As part of this review, Fitch makes standard adjustments for any names on Rating Watch Negative or with a Negative Outlook, reducing such ratings for default analysis purposes by two notches and one notch, respectively. EMPORIA PREFERRED: Fitch Affirms Ratings on Seven Classes of Notes ------------------------------------------------------------------ Fitch has affirmed seven classes of notes issued by Emporia Preferred Funding I, Ltd./Corp. as: -- $280,140,000 class A delayed draw first priority senior notes 'AAA'; -- $36,615,000 class B-1 second priority senior notes 'AA'; -- $5,000,000 class B-2 second priority senior notes 'AA'; -- $24,360,000 class C third priority subordinated deferrable notes 'A'; -- $24,360,000 class D fourth priority subordinated deferrable notes 'BBB'; -- $8,000,000 class E-1 fifth priority subordinated deferrable notes 'BB'; -- $5,195,000 class E-2 fifth priority subordinated deferrable notes 'BB'. Emporia I is a cash flow collateralized loan obligation that closed Oct. 12, 2005 and is managed by Emporia Capital Management, LLC. Emporia I has a revolving portfolio primarily composed of U.S. middle market loans, approximately 90% of which are senior secured loans and approximately 10% of which are second lien loans. The reinvestment period will end in October 2011. The top three industry concentrations in Emporia I's portfolio are business services (14.0%), healthcare (12.3%), and food, beverage, and tobacco (9.3%). The single largest obligor accounts for 1.5% of the collateral par balance. Approximately 27.5% of the portfolio is publicly rated by at least one rating agency, with 2.8% of the assets currently on Rating Watch Negative by at least one agency and an additional 9.7% on Rating Outlook Negative. Fitch accounted for the Rating Watch and Rating Outlook statuses of the assets in its modeling assumptions. The remainder of the portfolio was shadow rated by Fitch. Overall, the portfolio has performed within Fitch's expectations since the closing date, as evidenced by the current portfolio's average credit quality of 'B-', which remains within its covenanted level. The transaction has maintained collateral coverage levels and is passing all of its principal coverage tests as of the latest trustee report dated Sept. 2, 2008. The collateral is also generating excess interest proceeds, helping Emporia I pass all of its interest coverage tests at levels well-above the required ratios. As of the latest trustee report, all of the interest coverage ratios are over 200%, with the exception of the class E IC test, which was recorded at 195.1% versus its trigger of 105%. There are currently a limited number of obligors in the collateral pool that are experiencing performance challenges, including companies that have endured sharp commodity price increases, obligors directly or indirectly impacted by the housing downturn, and companies in the softening automotive sector. The only defaulted asset in the current portfolio consists of a relatively sizeable senior secured loan (1.5% of the portfolio) to a company in the automotive sector. This loan is still paying interest, and the collateral manager expects a high recovery on the par balance. Since inception, Emporia I has experienced several other defaulted assets, but has typically received high recoveries upon disposal or resolution of these assets, allowing the transaction to maintain sufficient levels of collateral coverage. Still, Fitch's analysis assumes that the current credit environment will bring about reduced recoveries. The maintenance of relatively low levels of defaults and solid recoveries will be a key driver for future rating actions on this transaction. The ratings of the classes A, B-1, and B-2 notes address the likelihood that investors will receive full and timely payments of interest, as per the transaction's governing documents, as well as the aggregate outstanding amount of principal by the stated maturity date. The ratings of the classes C, D, E-1, and E-2 notes address the likelihood that investors will receive ultimate interest payments, as per the transaction's governing documents, as well as the aggregate outstanding amount of principal by the stated maturity date. Fitch reviewed this transaction in accordance with its updated criteria released on April 30, 2008 for Corporate CDOs. At that time, Fitch noted it would be reviewing its ratings accordingly to establish consistency for existing and new transactions. As part of this review, Fitch makes standard adjustments for any names on Rating Watch Negative or with a Negative Outlook, reducing such ratings for default analysis purposes by two notches and one notch, respectively. ENRON CORP: Distributes $828,900,000 to Creditors ------------------------------------------------- Enron Creditors Recovery Corp., fka Enron Corp., disclosed its 24th distribution to creditors of Enron and its affiliated Debtor companies. The distribution to holders of allowed general unsecured claims and allowed guaranty claims totals approximately $828,900,000, consisting of cash of approximately $740,500,000 and Portland General Electric Company Common Stock equivalents of approximately $54,400,000, plus interest, dividends and gains of $34,000,000. "This marks another important milestone in our efforts to maximize the distributions to creditors, as we are pleased to disclose that all disputed claims have been successfully resolved and we are returning the remaining funds from the Disputed Claims Reserve to creditors," John J. Ray III, president and chairman of the board said. "The board of directors is gratified by our continued ability to generate value for our creditors, with most now receiving returns approaching 52 cents on the dollar, vastly exceeding original estimates under the plan." Since November 2004, Enron Creditors Recovery Corp. has returned approximately $21,427,900,000 to creditors in twice-yearly distributions, in April and October, as well as in "catch-up" distributions paid on an interim basis every two months, and certain special distributions. Once all pending litigation is settled and various administrative tasks are completed to wind down the estate, Enron will make an additional final distribution to creditors, likely in 2009, of any remaining assets. Based in Houston, Texas, Enron Corporation filed for chapter 11 protection on Dec. 2, 2001 (Bankr. S.D. N.Y. Case No. 01-16033) following controversy over accounting procedures, which caused Enron's stock price and credit rating to drop sharply. Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen, Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler, Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP, Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L. Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP, represented the Debtors. Jeffrey K. Milton, Esq., Luc A. Despins, Esq., Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy LLP represented the Official Committee of Unsecured Creditors. The Debtors filed their Chapter Plan and Disclosure Statement on July 11, 2003. On Jan. 9, 2004, they filed their fifth Amended Plan and on the same day the Court approved the adequacy of the Disclosure Statement. On July 15, 2004, the Court confirmed the Debtors' Modified Fifth Amended Plan and that plan was declared effective on Nov. 17, 2004. ESTATE FINANCIAL: Court Denies Bid to Hire Omni as Claims Agent --------------------------------------------------------------- The Hon. Robin L. Riblet of the U.S. Bankruptcy Court for the Central District of California denied the request of Bradley D. Sharp -- the Chapter 11 trustee for the bankruptcy estate of Estate Financial Mortgage Fund LLC -- to employ Omni Management Group, LLC, as general noticing, claims, and balloting agent for the Clerk of Bankruptcy Court. The Court directed Mr. Sharp to provide more explanation as to why the services of the Firm are needed in the Debtor's Chapter 11 case. Mr. Sharp told the Court that the Firm will, among other things, prepare and serve required notices in the Debtor's Chapter 11 case, including notices of claims bar date, objections to claims, any hearings on a disclosure statement and confirmation of a plan of reorganization, and other miscellaneous notices to any entities. Robert L. Berger, the Managing Member of the Firm, told the Court that the Firm will charge $35 to $285 per hour for its services. According to Mr. Sharp, Omni is one of the country's leading Chapter 11 administrators with experience in noticing, claims processing, claims reconciliation and distribution. Omni has acted as official claims agent in several cases in other judicial districts including: Alert Cellular, L.L.C., National R.V., Inc., Refco, Inc., Maxide Acquisition, Inc., Peregrine Systems, Inc., Service Merchandise Company; Pacific Gas & Electric; Advanced Environmental, Sabartek Corporation, Owens Corning, and others. Mr. Sharp told the Court that by appointing Omni as the notice and claims agent in the Debtor's Chapter 11 case, creditors of the Debtor's estate will benefit from Omni's significant experience in acting as a notice and claims agent in other cases and the efficient and cost-effective methods that Omni has developed. Mr. Berger assured the Court of the Firm's disinterestedness, and that the Firm doesn't hold or represent any interest adverse to the Debtro's estate with the exception that the Firm is also seeking to be employed by Tom Jeremiassen, Chapter 11 Trustee to Estate Financial, Inc., as claims, noticing, and balloting agent. Mr. Sharp said that between the Estate Financial, Inc., and Estate Financial Mortgage's Chapter 11 cases, there are over 5,600 creditors, investors and parties in interest. The employment of Omni is in the best interests of the bankruptcy estates, in that Omni will relieve the Clerk and the Fund Trustee and his professionals of a tremendous administrative burden, with substantially lower costs than could be achieved by the Clerk or the Trustees and their professionals. With the large number of potential creditors that the Debtor has identified, Mr. Sharp said it is critical that Omni be retained Based upon the Mailing Matrix there are thousands of creditors, former employees, and other parties-in-interest who require notice of various matters, and in particular, the deadline for filing proofs of claim. Many of these parties may file proofs of claim and cast ballots with respect to a plan of reorganization. Mr. Shapr told the Court that the size of the Debtor's creditor body makes it impractical for the Clerk to send notices and to maintain a claim register and tabulate ballots. The Court also ordered Jeffer, Mangels, Butler & Marmaro LLP -- the proposed attorneys for Mr. Sharp -- to set a hearing on the motion on notice to all parties in interest, including all parties having requested special notice in the Debtor's Chapter 11 case. Mr. Sharp had said in his request for Omni's employment that a hearing on the matter was set on Oct. 8, 2008, at 10:00 a.m. in Courtroom 201, 1415 State Street, Santa Barbara, California. The Court found that the notice doesn't appear to have been sufficient. Mr. Sharp's counsel provided the notice on his request and a copy of the Application to these parties in the Estate Financial, Inc., and Estate Financial Mortgage's Chapter 11 cases: -- the 20 largest creditors holding unsecured claims in both cases, -- the 20 largest investors in the Estate Financial Mortgage Fund, LLC case, the Official Committee of Equity Security Holders and its counsel in the Estate Financial Mortgage Fund, LLC case; and -- all parties requesting special notice, and the Office of the United States Trustee. About Estate Financial Five creditors of Paso Robles, California-based Estate Financial Inc. -- www.estatefinancial.com/ -- filed an involuntary chapter 11 petition against the real estate broker on June 25, 2008 (Bankr. C.D. Calif. Case Number 08-11457). Petitioner Steve Gardality asserted a claim of $6,269,768. Estate Financial Inc. consented to the bankruptcy filing on July 16, 2008. A Chapter 11 trustee, Thomas P. Jeremiassen, was appointed by the Court on July 23, 2008. Paso Robles, California-based Estate Financial Mortgage Fund, LLC, and its debtor-affiliate, Estate Financial, Inc., filed for Chapter 11 protection on July 1, 2008 (Bankr. C.D. Ca. Case No. 08-11535). Lewis R. Landau, Esq., at Calabasas, California, represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed estimated assets of more than $100,000,000 and estimated debts of $100,000 to $1,000,000. Bradley D. Sharp was appointed as Chapter 11 trustee for the case. ESTATE FINANCIAL: Court Okays DSI as Financial Advisor ------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California granted Bradley D. Sharp -- the Chapter 11 Trustee for Estate Financial Mortgage Fund, LLC's bankruptcy case -- to employ Development Sepcialists, Inc., as financial advisors. DSI will, among other things, prepare cash budgets and cash projections relative to the administration of the Debtor's business, and assist Mr. Bradley in the administration of the Debtor's business, preparing Monthly Operating Reports, and other financial reporting as required by the Bankruptcy Code or other applicable law. DSI will charge these hourly rates: R. Brian Calvert $475 Claire M. Pierce $410 Matthew P. Sorenson $230 J. Anthony Prada $210 The Court has allowed Mr. Bradley to hire LECG, LLC, as accountant. Mr. Bradley assured the Court that DSI's services won't be duplicative with that of LECG. R. Brian Calvert, DSI's Vice President, assured the Court that the firm doesn't represent any interest adverse to that of the Debtor, Estate Financial Inc., or their creditors. About Estate Financial Five creditors of Paso Robles, California-based Estate Financial Inc. -- www.estatefinancial.com/ -- filed an involuntary chapter 11 petition against the real estate broker on June 25, 2008 (Bankr. C.D. Calif. Case Number 08-11457). Petitioner Steve Gardality asserted a claim of $6,269,768. Estate Financial Inc. consented to the bankruptcy filing on July 16, 2008. A Chapter 11 trustee, Thomas P. Jeremiassen, was appointed by the Court on July 23, 2008. Paso Robles, California-based Estate Financial Mortgage Fund, LLC, and its debtor-affiliate, Estate Financial, Inc., filed for Chapter 11 protection on July 1, 2008 (Bankr. C.D. Ca. Case No. 08-11535). Lewis R. Landau, Esq., at Calabasas, California, represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed estimated assets of more than $100,000,000 and estimated debts of $100,000 to $1,000,000. Bradley D. Sharp was appointed as Chapter 11 trustee for the case. ESTATE FINANCIAL: Court Denies SAL Filing Extension --------------------------------------------------- The Hon. Robin Riblet of the U.S. Bankruptcy Court for the Central District of California denied the request of Bradley D. Sharp -- the Chapter 11 Trustee for Estate Financial Mortgage Fund, LLC's bankruptcy case -- to extend the filing of the Debtor's Schedules of Assets and Liabilities and Statement of Financial Affairs to Nov. 14, 2008. Pursuant to Rule 1007 of the Federal Rule of Bankruptcy Procedure and as ordered by the Court, Schedules must be filed by Aug. 15, 2008. By that date, Mr. Bradley sought for a 90-day extension for the filing of the Schedules, saying that he was just appointed and is still in the process of gathering information and the Debtor's records needed to file the Schedules. On July 1, 2008, the Debtor filed a voluntary petition for relief under Chapter 11 of the Bankrutpcy Code. Mr. Bradley told the Court that although the Debtor started preparing the Schedules before his appointment as Chapter 11 trustee on July 23, 2008, the Debtor has no intention of completing the Schedules. Mr. Bradley is then required to complete and file the Debtor's Schedules. Mr. Bradley said that since his appointment, he has spent much time and energy in obtaining information about the Debtor's business and assets and securing the books and records and assets of the Debtor. As of the Petition Date, the Debtor's estate owns outright or has a fractional interest in about 544 promissory notes secured by deeds of trust and about 31 parcels of real property which have been obtained through foreclosure or otherwise. Mr. Bradley and his staff, along with the trustee appointed in the Estate Financial, Inc. Chapter 11 case and his staff, are in the process of reviewing loan files to determine what the relative rights of the two bankruptcy estates are in those loans and real estate owned, as well as the rights of third party investors in those loans and property. According to Mr. Bradley, majority of the loans have several private investors. There are separate loan servicing agreements for each of the fractional investments, and the books and records are in many cases incomplete or difficult to verify. Mr. Bradley told the Court that while it may not ultimately be necessary to conclude a full reconciliation of each loan file to complete the Schedules, a substantial amount of additional analysis needs to be completed before a conclusion can be reached. Mr. Bradley said that he and his staff will need to analyze, for at least the one-year period prior to the Petition Date, the flow of money for all loans sold or paid off or property sold. Mr. Bradley told the Court that has discussed his request for a 90-day extension with the U.S. Trustee, but no conclusion was reached. The Court said that no order was lodged by Sept. 12, 2008. The Court denied Mr. Bradley's request due to lack of prosecution. About Estate Financial Five creditors of Paso Robles, California-based Estate Financial Inc. -- www.estatefinancial.com/ -- filed an involuntary chapter 11 petition against the real estate broker on June 25, 2008 (Bankr. C.D. Calif. Case Number 08-11457). Petitioner Steve Gardality asserted a claim of $6,269,768. Estate Financial Inc. consented to the bankruptcy filing on July 16, 2008. A Chapter 11 trustee, Thomas P. Jeremiassen, was appointed by the Court on July 23, 2008. Paso Robles, California-based Estate Financial Mortgage Fund, LLC, and its debtor-affiliate, Estate Financial, Inc., filed for Chapter 11 protection on July 1, 2008 (Bankr. C.D. Ca. Case No. 08-11535). Lewis R. Landau, Esq., at Calabasas, California, represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed estimated assets of more than $100,000,000 and estimated debts of $100,000 to $1,000,000. Bradley D. Sharp was appointed as Chapter 11 trustee for the case. E*TRADE ABS: S&P Junks Rating on Class B Notes ---------------------------------------------- Standard & Poor's Ratings Services lowered its rating on the class B notes issued by E*Trade ABS CDO I Ltd., a cash flow arbitrage collateralized debt obligation of asset-backed securities transaction, and affirmed its rating on the class A-2 notes. S&P lowered its rating on the class B notes due to a decline in the credit support available to the notes. As of the Aug. 31, 2008, trustee report, the class A/B overcollateralization ratio was 96.18%, down from 103.92% at the time of the last rating action in November 2007. Standard & Poor's notes that the trustee "haircuts" a percentage of the collateral when calculating the overcollateralization ratio; the class A/B overcollateralization ratio is 99.94% if these haircuts are not taken into account. Although the ratio is less than 100%, S&P expects the transaction to earn excess spread income that can be used to pay down the class B notes once the class A-2 notes are fully paid down. The current outstanding balance of the class A-2 notes is 31.20% of its original size and continues to be paid down. S&P affirmed its rating on this class based on sufficient existing credit support. Rating Lowered E*Trade ABS CDO I Ltd. Rating ------ Class To From ----- -- ---- B CCC+ BBB+ Rating Affirmed E*Trade ABS CDO I Ltd. Class Rating ----- ------ A-2 AAA Other Outstanding Ratings Class Rating ----- ------ C-1 CC C-2 CC Preference shares CC Composite securities CC FIRST FEDERAL: Fitch Retains 'CCC/DR1' Rating on Class B Issue -------------------------------------------------------------- Fitch Ratings has taken rating actions on First Federal manufactured housing issues: Series 1996-1 -- Class B remains at 'CCC/DR1'; Series 1997-1 -- Class A upgraded to 'AA+' from 'AA'; -- Class B affirmed at 'BBB'. Series 1997-2 -- Class A affirmed at 'AA+'; -- Class B remains at 'CC/DR1'. FREESCALE: Exploring Alternatives Won't Affect Moody's Ratings -------------------------------------------------------------- Moody's commented that Freescale Semiconductor Inc.'s ratings (corporate family rating of B1) and negative ratings outlook will not be immediately impacted by the company's announcement that it intends to explore strategic alternatives for its cellular handset chipset division. Options may include a separation of all or parts of the business from the rest of the company, joint venture agreement, suspension of operations or other transformation. Since details and timing of the exploration are unclear at this time, the ultimate effect, if any, on the ratings will depend on the chosen alternative, which in turn, will have an impact on the rating drivers. To the extent the mobile unit was divested, positive rating factors would include reduced customer concentration (Motorola), enhanced operating margin, reduced earnings volatility and application of any sale proceeds toward debt reduction. Negative rating factors would include reduced end market diversity, diminished revenue and asset base and any likely funding requirements or costs associated with a joint venture arrangement, discontinuance of operations or transition services agreement. Additionally, Moody's remains concerned about moderating demand in Freescale's networking segment, as well as the company's exposure to the U.S. automotive segment, which has witnessed a contraction in production volumes as consumer spending remains subdued in the current weak macro-environment. Given its early strategic investments and positioning as a provider of 2.5G/EDGE and 3G analog and digital cellular technologies, the mobile division was previously viewed as the company's growth engine following Freescale's 2004 spin-off from Motorola. However, the cellular business has been characterized by volatile earnings, low operating margin, high R&D spending requirements, short product lifecycles and intense competition relative to the company's other business segments. It has also been hampered by a lack of scale and reduced visibility due to its significant exposure to Motorola's handset division, which has continued to experience market share losses and diminished profitability. This lack of scale has become more relevant following the recent joint venture between ST-NXP Wireless and Ericsson Mobile Platforms, which has a similar EDGE and 3G focus as Freescale's cellular unit and became one the top three players in the industry behind Qualcomm and TI following the merger. Freescale's announcement, which comes six months after Rich Beyer was tapped to become Freescale's new CEO, appears to be the result of Mr. Beyer's review of the company's core competencies, and his subsequent plan to refocus R&D and investment in those markets where the company has key leadership positions and areas believed to offer the best future growth opportunities to pursue market share expansion and leading edge technology developments. In December 2007, Moody's downgraded Freescale's corporate family and long-term debt ratings and maintained a negative ratings outlook. The downgrade reflected Freescale's weakened credit profile as a result of continued high financial leverage, reduced capacity utilization levels and lower earnings prospects over the near term. With debt to EBITDA of 5.7x and free cash flow to debt of 5.6%, the rating agency remains concerned that Freescale's ability to de-leverage could be delayed due to challenges in timely expanding its wireless customer base to offset reduced wireless semiconductor purchase volumes from Motorola, especially given the long product development lead time before design win activity materializes into profitable production. Liquidity remains robust as evidenced by Freescale's SGL-1 speculative grade liquidity rating, which is supported by sizeable balance sheet cash and short-term investments totaling $1.2 billion and an undrawn $750 million revolver expiring in 2012. Moody's will monitor developments in Freescale's likely restructuring plan should there be a sale or transformation of the handset business, and evaluate the impact of any proposed strategic initiatives on the credit profile and debt-holders of the company since the final capital structure of the remaining entity could also impact ratings. In Moody's view, there is minimal protection for bondholders in the event of asset sales or transfers. Headquartered in Austin, Texas, Freescale Semiconductor, Inc. designs and manufactures embedded semiconductors for the transportation, networking and wireless markets. The company was separated from Motorola via IPO in July 2004 and taken private in a leveraged buyout in December 2006. Revenues and EBITDA for the twelve months ended June 30, 2008 were $5.9 billion and $1.6 billion, respectively. GABRIEL COMMUNICATIONS: Moody's Holds 'B2' CF and PD Ratings ------------------------------------------------------------ Moody's Investors Service affirmed the B2 corporate family and B3 probability of default ratings of Gabriel Communications Finance Company, a wholly owned subsidiary of NuVox, Inc. EBITDA growth, supported by the achievement of synergies related to its June 2007 merger with Florida Digital Network, Inc., has enabled NuVox to reduce leverage from the mid 3 times to the mid 2 times debt-to- EBITDA. Notwithstanding this improved credit profile, strong relative to other B2 rated issuers, the potential for continued acquisitions and shareholder returns over the longer term limits positive ratings momentum. Furthermore, Moody's believes economic conditions could inhibit revenue growth somewhat over the intermediate term, and also require that competitive local exchange carriers maintain stronger credit profiles to achieve ratings similar to incumbent operators, given their lower margins and uncertain asset coverage. The ratings outlook remains stable, and a summary of the action follows. Gabriel Communications Finance Company -- Affirmed B2 Corporate Family Rating -- Affirmed B3 Probability of Default Rating -- Affirmed B2 rating on Senior Secured Bank Credit Facility, LGD3, 32% Outlook: Stable Gabriel's B2 corporate family rating reflects the challenging competitive environment in which it operates, its moderate size, and some regulatory risk. Good liquidity, evidence of success in achieving synergies and executing on its integration of FDN, and its fairly meaningful position in its targeted Southeast and Midwest markets support the ratings. In April 2007, Moody's affirmed Gabriel's B2 corporate family rating and assigned a B2 rating to its first lien credit facility, issued in conjunction with the acquisition of FDN. A Competitive Local Exchange Carrier headquartered in Greenville, SC, NuVox provides communications services and business solutions to over 90,000 small and medium-sized business customers across the Southeast and Midwest. Pro forma for its acquisition of FDN, its annual revenue is approximately $535 million. GAMC MORTGAGE: Fitch Takes Rating Actions on Various Classes ------------------------------------------------------------ Fitch Ratings has taken rating actions on the GAMC Mortgage Corp. Prime RMBS transaction: GMAC Mortgage Corp. 2003-J9 -- Class A-1-2 affirmed at 'AAA'; -- Class A-2 affirmed at 'AAA'; -- Class A-3 affirmed at 'AAA'; -- Class A-4-2 affirmed at 'AAA'; -- Class A-5-2 affirmed at 'AAA'; -- Class A-6 affirmed at 'AAA'; -- Class A-7 affirmed at 'AAA'; -- Class A-8 affirmed at 'AAA'; -- Class A-11 affirmed at 'AAA'; -- Class A-12 affirmed at 'AAA'; -- Class A-13 affirmed at 'AAA'; -- Class A-15 affirmed at 'AAA'; -- Class PO affirmed at 'AAA'; -- Class IO affirmed at 'AAA'; -- Class M-1 affirmed at 'AA'; -- Class M-2 affirmed at 'A'; -- Class M-3 affirmed at 'BBB'; -- Class B-1 affirmed at 'BB'; -- Class B-2 affirmed at 'B'. The rating actions were taken as part as Fitch's ongoing surveillance process of existing transactions. GAMESTOP CORP: Micromania Acquisition Won't Affect S&P's Ratings ---------------------------------------------------------------- On Oct. 2, 2008, Standard & Poor's Ratings Services said that the acquisition of Micromania (a French videogame retailer with 332 locations) would have no immediate impact on GameStop Corp.'s (BB+/Stable/--) rating or outlook. The purchase price of $700 million will be funded through cash on hand, a $150 million committed term loan from Bank of America, and borrowings under the revolving credit facility. S&P anticipates the strong cash generation from operations, especially during the holiday season, will enable the Grapevine, Texas-based company to repay swiftly the additional debt incurred for the acquisition. Pro forma for the transaction, S&P anticipates there will not be a significant change in the company's credit metrics. The transaction is expected to close in November 2008. As GameStop had no stores in France, the acquisition of Micromania provides the company an entrance into that country's $3.4 billion videogame industry. With locations in several other European countries, the Micromania purchase increases the company's European presence. S&P anticipates that GameStop may make other targeted acquisitions to drive growth as well as provide additional geographic diversity, but do not expect any significant transactions in the near term. GENCORP INC: August 31 Balance Sheet Upside-Down by $30.9 Million ----------------------------------------------------------------- GenCorp Inc.'s balance sheet as of Aug. 31, 2008, showed $1.01 billion in total assets, $1.04 billion in total liabilities, resulting to $30.9 million in shareholders' deficit. GenCorp posted $2.7 million in net losses on $172.5 million in net revenues for the third quarter ended Aug.31, 2008, compared with $15.6 million in net profit on $198.5 million in net revenues for the third quarter ended 2007. The decrease in net sales for the third quarter of fiscal 2008 compared to the third quarter of fiscal 2007 was primarily the result of the close-out activities of the Titan program in fiscal 2007 and lower overall volume in defense programs in fiscal 2008. The increase in net sales for the first nine months of fiscal 2008 compared to the first nine months of fiscal 2007 was primarily the result of the sale of 400 acres of the company's Sacramento Land in the second quarter of fiscal 2008 partially offset by the close-out of the Titan program in fiscal 2007. In addition, the first quarter and the first nine months of fiscal 2008 includes one additional week of net sales of approximately $19 million from Aerojet compared to the comparable periods in fiscal 2007. Full-text copies of GenCorp's financial statements for the third quarter ended Aug. 31, 2008, is available free of charge at: http://researcharchives.com/t/s?333c About GenCorp Headquartered in Rancho Cordova, Calif., GenCorp Inc. (NYSE: GY) -- http://www.GenCorp.com/-- is a leading technology-based manufacturer of aerospace and defense products and systems with a real estate segment that includes activities related to the entitlement, sale and leasing of the company's excess real estate assets. GENCORP INC: Thomas Corcoran Joins Board of Directors ----------------------------------------------------- GenCorp. Inc. disclosed in a Securities and Exchange Commission filing that on Sept. 25, 2008, Thomas A. Corcoran joined its Board of Directors. Mr. Corcoran is a senior advisor to the aerospace and defense sector of the Carlyle Group, one of the world's largest private equity firms. Mr. Corcoran is also president of Corcoran Enterprises, LLC, a management-consulting firm. Before becoming a senior advisor, Mr. Corcoran was president & chief executive officer of Gemini Air Cargo, a Carlyle Group Company. Prior to his roles with Carlyle, Mr. Corcoran was president and chief executive officer of Allegheny Teledyne Incorporated. He also served as president and chief operating officer of Lockheed Martin's Electronics and Space sectors, as well as president of the Electronics Group of Martin Marietta, a position he assumed in 1993 following the sale of GE Aerospace to Martin Marietta. Mr. Corcoran began his career in 1967 at General Electric Company where he held various senior management positions. He joined GE Aerospace in 1983 and was named a corporate officer and assumed the role of vice president and general manager of GE Aerospace Operations in 1990. "Tom brings an extensive industry background to the Board," said Scott Neish, interim president and chief executive officer of GenCorp. "I look forward to working with him as we continue to enhance Aerojet's market share in the defense and space sectors." Mr. Corcoran earned his B.A. in engineering at Stevens Institute of Technology (Stevens) and is a graduate of the GE Manufacturing Management Program. He also has an honorary Ph.D. from Stevens. Mr. Corcoran currently serves on the boards of directors of three other US listed public companies: L-3 Communications, REMEC, Inc. and LaBarge, Inc. He is also a director with Aer Lingus, Ltd. based in Dublin, Ireland and Serco, Ltd. based in Surry, UK. He is a member of the Board of Trustees of Stevens and is a Trustee Emeritus at Worcester Polytechnic Institute. About GenCorp Headquartered in Rancho Cordova, Calif., GenCorp Inc. (NYSE: GY) -- http://www.GenCorp.com/-- is a leading technology-based manufacturer of aerospace and defense products and systems with a real estate segment that includes activities related to the entitlement, sale and leasing of the company's excess real estate assets. GenCorp Inc.'s balance sheet as of Aug. 31, 2008, showed $1.01 billion in total assets, $1.04 billion in total liabilities, resulting to $30.9 million in shareholders' deficit. GenCorp posted $2.7 million in net losses on $172.5 million in net revenues for the third quarter ended Aug.31, 2008, compared with $15.6 million in net profit on $198.5 million in net revenues for the third quarter ended 2007. GENERAL GROWTH: Deadline to Refinance $1 Billion Debt Nears ----------------------------------------------------------- Mall owner General Growth Properties, Inc., faces a year-end deadline to refinance more than $1 billion in debt. The Wall Street Journal said the publicly traded Real Estate Investment Trust had Morgan Stanley, Goldman Sachs Group Inc. and Deutsche Bank AG to help sort out its options to raise capital. On September 22, the REIT said in a statement that "its Board of Directors and management team is pursuing a comprehensive evaluation of its alternatives, both financial and strategic, in an effort to align the market value of the Company's common stock more closely with the intrinsic value of the Company's stable, high quality portfolio of real estate assets in good locations with significant barriers to entry. Occupancy reached a record high of 93.2% in the second quarter of 2008 and comparable net operating income continued to increase, even in a challenging consumer sales environment. "The Company currently anticipates that it will be in a position to offer a long-term fixed-rate portfolio mortgage financing to lenders in mid to late November, and in the interim will actively pursue several sources of financing for the Company's near term maturing obligations. The Company and its advisors are also developing a comprehensive, strategic plan to generate capital from a variety of potential sources including, but not limited to, both core and non-core asset sales, the sale of joint venture or preferred equity in selected pools of its assets, a corporate level capital infusion, and/or strategic business combinations." James P. Miller of the Chicago Tribune reported that the REIT's most pressing problem isn't the retail market, but the tight credit market, which is making it difficult for the Company to find additional sources of funding. Mr. Miller noted that General Growth has what is widely considered an attractive portfolio of properties across the U.S., including such top-tier local holdings as Water Tower Place, Oakbrook Center and Northbrook Court. Debt Maturities WSJ said the REIT has $27 billion in debt after an acquisition spree in recent years. It entered into a $12 billion merger with Rouse Co. in 2004. Some $19 billion of the debt is due by the end of 2011. WSJ said General Growth needs to refinance $1 billion in mortgages tied to its Fashion Show mall and Shoppes at the Palazzo, both in Las Vegas, which is due in November. Mr. Miller said that about $180 million of debt that comes due in late October. General Growth also has to repay $600 million in unsecured bonds next year. It is not clear whether the company will be able to refinance the debt considering the tight global credit markets, according to WSJ. According to the report, "until recently, General Growth's plan has been to delay paying down its overall debt until the economy recovers." Mr. Miller's report said a big portion of the company's debt is in the form of mortgages and construction loans secured against specific properties. Appointment of Interim CFO On Oct. 3, the company announced the appointment of Edmund Hoyt as the Company's Chief Financial Officer on an interim basis. Mr. Hoyt succeeds Bernard Freibaum. Prior to the appointment, Associated Press reports that shares in General Growth Properties lost nearly half their value Thursday after a news report said company executives have been their selling stock in the retail real estate investment trust. According to WSJ, Mr. Freibaum, Chief Operating Officer Bob Michaels and seven other executives have sold a collective 5.6 million of their shares for roughly $112 million. Most of those sales were made to meet margin calls, WSJ says, citing Securities and Exchange Commission filings. Mr. Freibaum alone sold more than 1.6 million shares, pocketing more than $28 million, according to WSJ. The stock sale is more than that of other executives, the report said. The stock of the company dropped $7.03, or 48%, to end at $7.59 on Oct. 2, Associated Press said. According to a Reuters report on Oct. 2, year-to-date, General Growth stock has fallen 78%. General Growth shares was listed on the New York Stock Exchange's no-short list on Sept. 23. On Wednesday, the Securities and Exchange Commission extended the regulatory protection of General Growth shares from short-sellers until at the latest October 17. Based in Chicago, General Growth is a U.S.-based publicly traded Real Estate Investment Trust (REIT). The Company currently has ownership interest in, or management responsibility for, a portfolio of more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals approximately 200 million square feet and includes over 24,000 retail stores nationwide. The Company is listed on the New York Stock Exchange under the symbol GGP. * * * Standard & Poor's cut the company's debt rating to BB, citing near-term debt maturities of $1.2 billion by the end of the year and $3.1 billion by 2009. GENERAL GROWTH: Names Mr. Freibaum's Successor, Suspends Dividend ----------------------------------------------------------------- General Growth Properties, Inc., appointed Edmund Hoyt as the Company's Chief Financial Officer on an interim basis. Mr. Hoyt succeeds Bernard Freibaum, who is no longer employed by the Company. The Company will promptly commence a search for a permanent chief financial officer. Mr. Hoyt has served as Senior Vice President and Chief Accounting Officer of the Company since 2000. Mr. Hoyt has been with the Company since 1986 and has held a variety of positions in financial planning, accounting and controllership roles. All continuing executive officers of the Company have informed the Company that they have repaid in full all previously existing margin loans and thus there will be no further sales of Company stock by those executive officers to satisfy margin calls. In addition, the Bucksbaum family interests have informed the Company that they have not sold any shares of Company stock and that they do not intend to sell any of their shares of Company stock. The Company has been informed by Mr. Freibaum that on October 2, 2008, he sold approximately 2.95 million shares of common stock to satisfy margin calls and applied all of the proceeds to repay outstanding margin debts. After those sales, Mr. Freibaum has informed the Company that he beneficially owns approximately 1.3 million shares of stock and has approximately $3.4 million of margin debt outstanding. The Company also announced that, given the uncertainty and volatility in the capital markets, and the fact that all distributions currently required to maintain REIT status have already been made this year, the Company's board of directors has determined to suspend the common stock dividend at this time. Such suspension will be reviewed by the Board in the context of the REIT requirements and the Company's ongoing capital position. The Company continues to be current on all of its debt obligations and is continuing its full financial and strategic review with its advisors. General Growth is a U.S.-based publicly traded Real Estate Investment Trust (REIT). The Company currently has ownership interest in, or management responsibility for, a portfolio of more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals approximately 200 million square feet and includes over 24,000 retail stores nationwide. The Company is listed on the New York Stock Exchange under the symbol GGP. GENESIS CLO: Fitch Downgrades Ratings on Classes of Notes --------------------------------------------------------- Fitch Ratings downgrades three classes and affirms two classes of notes issued by Genesis CLO 2007-1 Ltd./Corp. These rating actions are effective immediately: -- $1,389,647,283 class A senior secured floating rate notes affirmed at 'AAA'; -- $110,000,000 class B senior secured floating rate notes affirmed at 'AA'; -- $70,000,000 class C senior secured deferrable floating rate notes downgraded to 'A-' from 'A'; -- $50,000,000 class D senior secured deferrable floating rate notes downgraded to 'BB' from 'BBB'; -- $40,000,000 class E senior secured deferrable floating rate notes downgraded to 'B' from 'BB'. The rating action reflects Fitch's view on the credit risk of the rated notes following the release of its new Corporate CDO rating Criteria. Genesis is a static cash flow transaction collateralized by a portfolio of leveraged loans. The transaction closed on Oct. 3, 2007. It was arranged by Deutsche Bank AG and Ore Hill Partners, LLC is the Collateral Manager. The portfolio is comprised of 96.7% senior secured loans and 2.9% second lien loans. In addition, the portfolio contains 14.1% covenant light loans. The three largest industry concentrations in the Genesis portfolio are Broadcasting and Media (11.9%), Healthcare (8.5%), and Food, Beverage & Tobacco (7.5%). The five largest obligors represent approximately 7.2% of the portfolio and the single largest obligor is approximately 1.8% of the portfolio. The rating actions are based on the negative rating migration of the portfolio since the closing date. As of the Aug. 1, 2008 trustee report, the Fitch Weighted Average Rating Factor is 'B/B-'. Approximately 85.8% of the portfolio is publicly rated by at least one rating agency, with 8.6% of the assets currently on Rating Watch Negative by at least one rating agency and an additional 22.2% have a Negative Outlook. Approximately 10.7% of the portfolio has been shadow rated by Fitch. In addition, 7.3% of the portfolio is explicitly rated 'CCC+' or below and 0.8% of the portfolio is defaulted. The transaction includes overcollateralization and interest coverage tests for each class and they are currently passing their minimum test levels. Failure of any coverage test will redeem the notes in sequential order starting with the class A notes. Since the closing date, the class A notes have received $180.4 million in principal, or approximately 11.5% of the original notional amount, from repayments on the underlying assets. The ratings of the class A and B notes address the likelihood that investors will receive full and timely payments of interest, as per the transaction's governing documents, as well as the aggregate outstanding amount of principal by the stated maturity date. The ratings of the class C, D and E notes address the likelihood that investors will receive ultimate and compensating interest payments, as per the transaction's governing documents, as well as the aggregate outstanding amount of principal by the stated maturity date. GRAFTON TRUSS: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Grafton Truss & Panel Company, Inc. dba Grafton Homes P.O. Box 648 Grafton, WV 26354 Bankruptcy Case No.: 08-01557 Type of Business: The Debtor is a home builder. See http://www.buildgh.com/ Chapter 11 Petition Date: October 1, 2008 Court: Northern District of West Virginia (Clarksburg) Judge: Patrick M. Flatley Debtor's Counsel: Thomas H. Fluharty, Esq. Thomas H. Fluharty Law Offices THFDEBTATTY@wvdsl.net 408 Lee Avenue Clarksburg, WV 26301 Tel: (304) 624-7832 Fax: (304) 622-7649 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million A copy of the Debtor's petition that contains a list of its 19 Largest Unsecured Creditors is available at: http://bankrupt.com/misc/vanb08-01557.pdf GRAYSTONE AT SARACENNIA: Case Summary & 4 Largest Unsec. Creditors ------------------------------------------------------------------ Debtor: Graystone at Saracennia, LLC 7619 Little River Turnpike Fairfax, VA 22033 Bankruptcy Case No.: 08-16079 Type of Business: The Debtor is a Single Asset Real Estate debtor. Chapter 11 Petition Date: October 2, 2008 Court: Eastern District of Virginia (Alexandria) Debtor's Counsel: Ann E. Schmitt, Esq. aschmitt@culbert-schmitt.com Culbert & Schmitt, PLLC 30C Catoctin Circle SE Leesburg, VA 20175 Tel: (703) 737-6377 Fax: (703) 737-6370 Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,000 to $10,000,000 Debtor's Four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Eco Systems, Inc. consulting $90,000 6360 I-55 North, Suite 330 services Jackson, MS 39211 GKM Investments 455 acres located $2,701,403 11607 Springridge Road in Jackson County, Potomac, MD 20854 Mississippi Mary Collier 455 acres located $150,000 P.O. Box 1491 in Jackson County Big Timber, MT 59011 Mississippi Robin Bluford note $150,000 13100 44th Ave North Minneapolis, MN 55442 GREEN BUILDING: Files for Chapter 11 Protection ----------------------------------------------- Green Building Exchange filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Northern District of California. Shaun Bishop at San Mateo (California) Daily News reports that, Green Building stopped operating in Redwood City and will reopen at San Francisco on Oct. 6. Several exhibitors said that Green Building's original facility at 305 Main Street "was probably too out of the way to attract foot traffic and perhaps too large at 55,000 square feet," San Mateo Daily states. Green Building's founder, Michael Schaeffer, admitted that the response at the firm's Redwood City location was disappointing, and that the company "just couldn't come to terms with the landlord there to continue, and the rent was too expensive," San Mateo Daily relates. Mr. Schaeffer said that he is determined to make it work at the company's new 27,000-square-foot site at 1 Chestnut Ave. in South San Francisco, according to San Mateo Daily. Green Building Exchange, Inc., was formerly located at Redwood City, California. It filed for Chapter 11 protection on June 30, 2008 (Bankr. N.D. Calif. Case No. 08-31152). The company listed assets below $50,000 and debts below $1,000,000. GREENMAN TECH: No Distribution Seen from Bankrupt Unit ------------------------------------------------------ GreenMan Technologies, Inc., disclosed the approval of the Trustee's Final Report of No Distribution in relation to the filing of Chapter 7 of the United States Bankruptcy Code in the United States Bankruptcy Court, Middle District of Georgia by GreenMan's inactive GreenMan Technologies of Georgia Inc. subsidiary. The Trustee's Final Report was approved by the United States Bankruptcy Judge on Sept. 30, 2008, and the case is considered closed. The Trustee's Report of No Distribution certifies that the trustee has performed the duties required of a trustee under 11 U.S.C. Section 704 and has concluded that there are no assets to administer. Based in Savage, Minnesota, GreenMan Technologies Inc. (OTC BB: GMTI) -- http://www.greenman.biz/-- is comprised of two business segments, the tire recycling operations and the molded recycled rubber products operations. The tire recycling operations located in Savage, Minnesota, and Des Moines, Iowa, collect, process and market scrap tires in whole, shredded or granular form. The company is paid a fee to collect, transport and process scrap tires (collection/processing revenue) in whole or into two inch or smaller rubber chips which are then sold (product revenue). On Oct. 1, 2007, the company acquired Welch Products Inc., a company headquartered in Carlisle, Iowa, which specializes in designing, developing, and manufacturing of environmentally responsible products using recycled materials, primarily recycled rubber. Welch's patented products and processes include playground safety tiles, roadside anti-vegetation products, construction molds and highway guard-rail rubber spacer blocks. Through its prior acquisition of Playtribe Inc., Welch also provides innovative playground design, equipment and installation. As reported in the Troubled Company Reporter on June 30, 2008, GreenMan Technologies, Inc., disclosed that its inactive GreenMan Technologies of Georgia Inc. subsidiary filed a voluntary petition under Chapter 7 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Middle District of Georgia. GreenMan Technologies of Georgia, Inc., ceased operations during early 2006 and disposed of all remaining assets in March 2006. * * * On Aug. 14, 2008, TCR reported that GreenMan Technologies' consolidated balance sheet at June 30, 2008, showed $17,923,874 in total assets and $23,798,575 in total liabilities, resulting in a $5,874,701 stockholders' deficit. GREENPOINT: Fitch Holds Ratings on Four Housing Issues at 'B' ------------------------------------------------------------- Fitch Ratings has taken rating actions on GreenPoint manufactured housing issues: Series 1999-5 -- Class A-4 affirmed at 'AA'; -- Class A-5 affirmed at 'A+'; -- Class M-1A affirmed at 'B'; -- Class M-1B affirmed at 'B'; -- Class M-2 remains at 'C/DR5'. Series 2000-1 -- Class A-3 upgraded to 'AA-' from 'A-'; -- Class A-4 affirmed at 'B'; -- Class A-5 affirmed at 'B'; -- Class M-1 remains at 'C/DR5'; -- Class M-2 remains at 'C/DR6'. Series 2000-3 -- Class I-A affirmed at 'B'; -- Class 1-M-1 remains at 'C/DR5'. GREEN TREE: Fitch Takes Rating Actions on Various Housing Issues ---------------------------------------------------------------- Fitch Ratings has taken rating actions on Green Tree manufactured housing issues: Series 1992-2 -- Class B downgraded to 'CC/DR4' from 'CCC/DR1'; Series 1993-1 -- Class B remains at 'CCC/DR1'; Series 1993-2 -- Class B downgraded to 'CC/DR4' from 'CCC/DR2'; Series 1993-4 -- Class B-2 revised to 'CC/DR4' from 'CC/DR2'. Series 1994-1 -- Class A-5 affirmed at 'AAA'; -- Class B-2 revised to 'C/DR4' from 'C/DR2' Series 1994-2 -- Class A-5 affirmed at 'AA+'; -- Class B-2 revised to 'C/DR4' from 'C/DR2' Series 1994-3 -- Class A-5 affirmed at 'AA+'; -- Class B-2 revised to 'C/DR4' from 'C/DR2' Series 1994-5 -- Class A-5 affirmed at 'AA+'; -- Class B-2 revised to 'C/DR4' from 'C/DR2' Series 1994-6 -- Class M upgraded to 'AAA' from 'AA+'; -- Class B-1 affirmed at 'AA' -- Class B-2 revised to 'CC/DR4' from 'CC/DR1' Series 1994-7 -- Class M affirmed at 'AA+' -- Class B-2 revised to 'C/DR4' from 'C/DR2' Series 1994-8 -- Class M upgraded to 'AAA' from 'AA+'; -- Class B-1 affirmed at 'A+' -- Class B-2 revised to 'C/DR4' from 'C/DR2' Series 1995-1 -- Class M upgraded to 'AAA' from 'AA+'; -- Class B-1 affirmed at 'A+' -- Class B-2 revised to 'C/DR4' from 'C/DR2' Series 1995-2 -- Class M affirmed at 'AAA'; -- Class B-1 affirmed at 'A+'; -- Class B-2 revised to 'C/DR4' from 'C/DR3' Series 1995-3 -- Class M affirmed at 'AA+'; -- Class B-1 affirmed at 'BBB'; -- Class B-2 remains at 'C/DR4' Series 1995-4 -- Class M upgraded to 'AA-' from 'A-'; -- Class B-1 affirmed at 'B'; -- Class B-2 remains at 'C/DR4' Series 1995-5 -- Class M upgraded to 'A' from 'BBB-'; -- Class B-1 affirmed at 'B-/DR2'; -- Class B-2 remains at 'C/DR5' Series 1995-6 -- Class A-5 affirmed at 'AAA'; -- Class A-6 affirmed at 'AAA'; -- Class M upgraded to 'BBB' from 'B-/DR1'; -- Class B-1 remains at 'CCC/DR2'; -- Class B-2 remains at 'C/DR6'. Series 1995-7 -- Class A-5 affirmed at 'AAA'; -- Class A-6 affirmed at 'AAA'; -- Class M affirmed at 'BBB-'; -- Class B-1 remains at 'CCC/DR2'; -- Class B-2 remains at 'C/DR6' Series 1995-8 -- Class A-6 affirmed at 'AAA'; -- Class M upgraded to 'AA-' from 'A'; -- Class B-1 remains at 'CCC/DR2'; -- Class B-2 remains at 'C/DR6'. Series 1995-9 -- Class A-6 affirmed at 'AAA'; -- Class M upgraded to 'BBB-' from 'B'; -- Class B-1 remains at 'CCC/DR2'; -- Class B-2 remains at 'C/DR6' Series 1995-10 -- Class A-6 affirmed at 'AAA'; -- Class M upgraded to 'A' from 'BBB-'; -- Class B-1 remains at 'CCC/DR2'; -- Class B-2 remains at 'C/DR6'. Series 1996-1 -- Class A-4 upgraded to 'AAA' from 'AA+'; -- Class A-5 upgraded to 'AAA' from 'AA+'; -- Class M-1 upgraded to 'BBB' from 'B-/DR2'; -- Class B-1 remains at 'CC/DR3'; -- Class B-2 remains at 'C/DR6'. Series 1996-2 -- Class A-4 upgraded to 'AA' from 'AA-'; -- Class A-5 upgraded to 'AA' from 'AA-'; -- Class M-1 remains at 'CCC/DR2'; -- Class B-1 remains at 'C/DR4'. Series 1996-3 -- Class A-5 upgraded to 'AA' from 'AA-'; -- Class A-6 upgraded to 'AA' from 'AA-'; -- Class M-1 remains at 'CC/DR3'; -- Class B-1 remains at 'C/DR4'; Series 1996-4 -- Class A-6 affirmed at 'AA-'; -- Class A-7 affirmed at 'AA-'; -- Class M-1 remains at 'CCC/DR2'; -- Class B-1 remains at 'C/DR5'. Series 1996-5 -- Class A-6 affirmed 'AA'; -- Class A-7 affirmed 'AA'; -- Class M-1 remains at 'CCC/DR2'; -- Class B-1 remains at 'C/DR5'. Series 1996-6 -- Class A-6 affirmed at 'AA'; -- Class M-1 remains at 'CCC/DR2'; -- Class B-1 remains at 'C/DR5'. Series 1996-7 -- Class A-6 affirmed at 'AA'; -- Class M affirmed at 'B-/DR2'; -- Class B-1 remains at 'C/DR5'. Series 1996-8 -- Class A-6 affirmed at 'AA'; -- Class A-7 affirmed at 'AA'; -- Class M-1 remains at 'CCC/DR2; -- Class B-1 remains at 'C/DR5'. Series 1996-9 -- Class A-5 affirmed at 'AA'; -- Class A-6 affirmed at 'AA'; -- Class M-1 remains at 'CCC/DR2; -- Class B-1 remains at 'C/DR5'. Series 1996-10 -- Class A-5 affirmed at 'AAA'; -- Class A-6 affirmed at 'AAA'; -- Class M-1 affirmed at 'B'; -- Class B-1 remains at 'C/DR4'. Series 1997-1 -- Class A-5 affirmed at 'AA-'; -- Class A-6 affirmed at 'AA-'; -- Class M-1 remains at 'CCC/DR2; -- Class B-1 remains at 'C/DR5'. Series 1997-2 -- Class A-6 affirmed at 'A'; -- Class A-7 affirmed at 'A'; -- Class M-1 remains at 'CCC/DR3; -- Class B-1 remains at 'C/DR6'. Series 1997-3 -- Class A-5 affirmed at 'A-'; -- Class A-6 affirmed at 'A-'; -- Class A-7 affirmed at 'A-'; -- Class M remains at 'CC/DR3; -- Class B-1 remains at 'C/DR6'. Series 1997-4 -- Class A-5 affirmed at 'A+'; -- Class A-6 affirmed at 'A+'; -- Class A-7 affirmed at 'A+'; -- Class M-1 remains at 'CCC/DR3; -- Class B-1 remains at 'C/DR5'. Series 1997-5 -- Class A-5 affirmed at 'A+'; -- Class A-6 affirmed at 'A+'; -- Class A-7 affirmed at 'A+'; -- Class M-1 remains at 'CCC/DR2'; -- Class B-1 remains at 'C/DR5'. Series 1997-6 -- Class A-6 affirmed at 'A'; -- Class A-7 affirmed at 'A'; -- Class A-8 affirmed at 'A'; -- Class A-9 affirmed at 'A'; -- Class A-10 affirmed at 'A'; -- Class M-1 remains at 'CCC/DR3'; -- Class B-1 remains at 'C/DR5'. Series 1997-8 -- Class A-1 affirmed at 'BBB+'; -- Class M-1 remains at 'CC/DR3'; -- Class B-1 remains at 'C/DR5'. Series 1998-1 -- Class A-4 affirmed at 'A-'; -- Class A-5 affirmed at 'A-'; -- Class A-6 affirmed at 'A-'; -- Class M remains at 'CCC/DR3'; -- Class B-1 remains at 'C/DR5'. Series 1998-3 -- Class A-5 affirmed at 'BB+'; -- Class A-6 affirmed at 'BB+'; -- Class M-1 remains at 'CC/DR4'; -- Class B-1 remains at 'C/DR6'. Series 1998-4 -- Class A-5 affirmed at 'BB+'; -- Class A-6 affirmed at 'BB+'; -- Class A-7 affirmed at 'BB+'; -- Class M-1 remains at 'CC/DR4'; -- Class B-1 remains at 'C/DR6'. Series 1998-6 -- Class A-7 upgraded to 'A' from 'BBB'; -- Class A-8 affirmed at 'BBB-'; -- Class M-1 remains at 'CC/DR4'; -- Class M-2 remains at 'C/DR5'. Series 1998-7 -- Class A-1 affirmed at 'BB+'; -- Class M-1 remains at 'CC/DR4'; -- Class M-2 remains at 'C/DR5'; -- Class B-1 remains at 'C/DR6'. Series 1999-1 -- Class A-5 upgraded to 'A' from 'BBB'; -- Class A-6 upgraded to 'BB+' from 'B'; -- Class A-7 remains at 'CCC/DR3'; -- Class M-1 remains at 'C/DR5'; -- Class M-2 remains at 'C/DR5'. Series 1999-2 -- Class A-4 upgraded to 'AAA' from 'BBB+'; -- Class A-5 upgraded to 'BBB' from 'CCC'; -- Class A-6 remains at 'CCC/DR2'; -- Class A-7 remains at 'CCC/DR2'; -- Class M-1 remains at 'C/DR5'; -- Class M-2 remains at 'C/DR5'. Series 1999-3 -- Class A-6 upgraded to 'AAA' from 'BBB+'; -- Class A-7 upgraded to 'BBB' from 'CCC'; -- Class A-8 remains at 'CCC/DR2'; -- Class A-9 remains at 'CCC/DR2'; -- Class M-1 remains at 'C/DR5'; -- Class M-2 remains at 'C/DR6'. Series 1999-4 -- Class A-6 upgraded to 'AAA' from 'BB'; -- Class A-7 remains at 'CCC/DR2'; -- Class A-8 remains at 'CCC/DR2'; -- Class A-9 remains at 'CCC/DR2'; -- Class M-1 remains at 'C/DR5'. Series 1999-5 -- Class A-5 remains at 'CCC/DR2'; -- Class A-6 remains at 'CCC/DR2'; -- Class M-1 remains at 'C/DR5'. GREENWICH CAPITAL: Fitch Lifts Class B-1 Rtng to BB+ from CCC/DR1 ----------------------------------------------------------------- Fitch Ratings has taken rating actions on Greenwich Capital manufactured housing issue: Greenwich Capital Acceptance Inc, MH Contract Series 1995-BA1 -- Class A-4 affirmed at 'AAA'; -- Class B-1 upgraded to 'BB+' from 'CCC/DR1'; -- Class B-2 remains at 'C/DR3'. GS CDS: Moody's Slashes $100MM Notes Rating to 'Ba2' from 'A2' -------------------------------------------------------------- Moody's Investors Service has downgraded its rating of the notes issued by GS CDS - GM Hourly-Rt Employee Pension Trust: Class Description: $100,000,000 Credit Derivative Transaction due December 20, 2013 -- Prior Rating: A2 -- Prior Rating Date: 3/28/2007 -- Current Rating: Ba2 According to Moody's, the rating action is the result of deterioration in the credit quality of the transaction's reference portfolio, which includes but is not limited to exposure to Lehman Brothers Holdings Inc., which filed for protection under Chapter 11 of the U.S. Bankruptcy Code on September 15, 2008, Washington Mutual Inc., which was seized by federal regulators on Sept. 25, 2008 and subsequently virtually all of its assets were sold to JPMorgan Chase, and Fannie Mae, which was placed into the conservatorship of the U.S. government on September 8, 2008. HAMPDEN & YOSEMITE: Case Summary & Largest Unsecured Creditor ------------------------------------------------------------- Debtor: Hampden & Yosemite, Ltd. 8801 East Hampden Avenue, Suite 1-G Denver, CO 80231 Bankruptcy Case No.: 08-25399 Chapter 11 Petition Date: October 1, 2008 Court: District of Colorado (Denver) Judge: A. Bruce Campbell Debtor's Counsel: Benjamin H. Shloss, Esq. bhs@kutnerlaw.com 303 E. 17th Avenue, Suite 500 Denver, CO 80203 Tel: (303) 832-2400 Fax: (303) 832-1510 Estimated Assets: Unknown Estimated Debts: $1 million to $10 million Debtor's list of its Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Denver County Treasurer Property Taxes $210,000 144 West Colfax Avenue Denver, CO 80202 HANOVER CAPITAL: Inks Merger Agreement with Walter Industries ------------------------------------------------------------- Hanover Capital Mortgage Holdings, Inc., entered into a definitive agreement to merge with a subsidiary of Walter Industries, Inc. Walter plans to distribute 100% of its interest in its financing business, JWH Holding Company LLC, a subsidiary of Walter and parent company of Walter Mortgage Company and Jim Walter Homes, to its shareholders. Prior to this distribution, Jim Walter Homes will be sold or otherwise separated from JWH Holding Company and will not be part of the spin-off entity. JWH Holding Company has entered into a definitive agreement to merge with Hanover, with Hanover continuing as the surviving corporation. The merger will occur immediately following the spin-off and is structured such that the combined company will continue to operate as a publicly traded real estate investment trust. The new company will be named Walter Investment Management Corporation. "Throughout this period of upheaval in the mortgage and financial markets we have worked to find the best solution for the shareholders and employees of Hanover," Hanover's chairman and chief executive officer, John A. Burchett, said. "We believe that this is a great opportunity for all to move forward with the Walter transaction. Walter Mortgage Company brings a strong balance sheet and track record to the combined companies." After the merger, the board of directors of the surviving corporation will be comprised of seven directors divided into three classes, with six directors designated by JWH Holding Company and one director designated by Hanover, who is expected to be Mr. Burchett. After the merger, Mark J. O'Brien, chief executive officer of JWH Holding Company, will become chairman and chief executive officer of the surviving corporation and Charles E. Cauthen, president of Walter Mortgage Company, will become the surviving corporation's president and chief operating officer. Mr. Burchett and Ms. Irma Tavares, Hanover's chief operating officer, will serve in a senior management capacity at the surviving corporation with an initial focus on generating fee income through HCP2, Hanover's principal taxable REIT subsidiary. After the merger, it is expected that the new company will be headquartered in Tampa, Florida. The spin-off and merger are expected to be completed in early 2009. The transaction is anticipated to occur in three steps: the first, a spin-off of JWH Holding Company, is expected to be a tax-free stock distribution to Walter's shareholders. The second step will be a taxable distribution of stock and cash from JWH Holding Company to its shareholders and the third step would be a merger between JWH Holding Company and Hanover. These actions will be executed in immediate succession at closing. The taxable distribution is required to comply with certain Internal Revenue Service requirements for REITs. After the spin- off, taxable distribution and merger, Walter's shareholders will own approximately 98.5% of Walter Investment Management's publicly traded common stock. Shareholders of Hanover will own the remaining 1.5 percent. Walter Investment Management plans to apply to list its shares on the American Stock Exchange. The transaction is subject to certain closing conditions including, but not limited to, approval of the merger by Hanover's shareholders, favorable rulings from the IRS, and the Securities and Exchange Commission declaring effective the required S-4 registration statement and associated proxy filings by Hanover. The law firm of Thacher Proffitt & Wood LLP and investment banking firm of Keefe, Bruyette & Woods Inc. are serving as advisors to Hanover on the transaction. The law firm of Simpson Thacher & Bartlett LLP and investment banker Moelis & Company are serving as advisors to Walter on the transaction. In connection with the merger, on Sept. 30, 2008, Hanover entered into (i) an Agreement and Plan of Merger with Walter and JWH Holding Company, well as (ii) an exchange agreement with Taberna Preferred Funding I, Ltd., (iii) an exchange agreement with Amster Trading Company and Ramat Securities LTD, (iv) a voting agreement with Walter, JWH Holding Company, Mr. Burchett, Ms. Tavares and the Amster Parties, (v) a software license agreement with JWH Holding Company and (vi) a Third Amendment to Stockholder Protection Rights Agreement with Computershare Trust Company, N.A., as successor rights agent, amending Hanover's Stockholder Protection Rights Agreement, dated as of April 11, 2000, as amended by the First Amendment to Stockholder Protection Rights Agreement, dated Sept. 26, 2001, and the Second Amendment to Stockholder Protection Rights Agreement, dated June 10, 2002. These agreements were entered into in connection with the proposed separation of Walter's financing segment, including certain related insurance businesses, which currently is directly owned by JWH Holding Company, from Walter through a series of transactions culminating in a distribution of the limited liability interests in JWH Holding Company to a third party exchange agent on behalf of Walter's stockholders, and the subsequent merger of JWH Holding Company into Hanover with Hanover continuing as the surviving corporation. Immediately prior to the merger, Hanover will consummate exchange transactions with each of Taberna and the Amster Parties pursuant to the Exchange Agreements. On Sept. 26, 2008, in order to ensure that Hanover would have access to sufficient capital to acquire assets required to maintain its status as a REIT and not become an "investment company" under the Investment Company Act of 1940, JWH Holding Company and Hanover entered into a loan and security agreement, pursuant to which JWH Holding Company has made available to Hanover a revolving credit facility in an aggregate amount not to exceed $5 million, with each loan drawn under the facility bearing interest at a rate per annum equal to the 3 Month LIBOR as published in the Wall Street Journal for the Business Day previous to the date the request for such Loan is made plus 0.50%. The facility is secured by a collateral account maintained pursuant to a related securities account control agreement, entered into by Hanover, JWH Holding Company and Regions Bank as securities intermediary, into which all of the assets purchased by Hanover with the proceeds of the loan will be deposited. The maturity of the loan is the earliest to occur of (i) Feb. 15, 2009, (ii) the date upon which JWH Holding Company demands repayment and (iii) Hanover's bankruptcy or liquidation. Taberna and the Amster Parties hold all of the outstanding trust preferred securities of Hanover Statutory Trust I and Hanover Statutory Trust II, each in principal amounts of $20 million. HST-I holds all of the unsecured junior subordinated deferrable interest notes due 2035 issued by Hanover in March 2005, and HST-II holds all of the fixed/floating rate junior subordinated debt securities due 2035 issued by Hanover in November 2005. Hanover has entered into the Exchange Agreements with each of Taberna and the Amster Parties to acquire these trust preferred securities. Pursuant to the Taberna Exchange Agreement, as consideration for all of the outstanding trust preferred securities of HST-I, currently held by Taberna, Hanover will pay Taberna $2.25 million in cash, $250,000 of which was paid to Taberna upon the signing of the Taberna Exchange Agreement and the remainder of which will be paid upon the closing of the merger. Taberna will also be reimbursed by Hanover for its counsel fees up to $15,000 in the aggregate. Pursuant to the Amster Exchange Agreement, the Amster Parties have agreed to exchange their trust preferred securities in HST-II for 6,762,793 shares of Hanover common stock and a cash payment of $750,000. The Hanover common stock payable to the Amster Parties will be issued and the cash payment will be made immediately prior to the effective time of the merger. Hanover has entered into amendments to existing retention agreements with Mr. Harold McElraft, Hanover's chief financial officer and treasurer, Ms. Suzette Berrios, Hanover's vice president and general counsel and Mr. James Strickler, Hanover's managing director. These Retention Agreements require the employees to remain with Hanover through a specified date in order to qualify for retention payments thereunder. In addition, the Retention Agreements provide that the employees are entitled to severance payments representing a percentage of their annual salary upon the occurrence of certain triggering events. Hanover and each of Mr. Burchett, Hanover's president and chief executive officer, and Ms. Tavares, Hanover's chief operating officer, entered into revised employment agreements which provide that Mr. Burchett's and Ms. Tavares' duties and responsibilities after the merger will be to assist Hanover and JWH Holding Company in the post-merger integration process. In addition the Revised Employment Agreements provide that if the merger does not occur, the prior employment agreements of Mr. Burchett and Ms. Tavares will remain in effect, and the Revised Employment Agreements will be null and void. About Hanover Capital Based in Edison, N.J., Hanover Capital Mortgage Holdings Inc. (AMEX: HCM) -- http://www.hanovercapitalholdings.com/-- is a mortgage real estate investment trust. The company invests in prime mortgage loans and mortgage securities backed by prime mortgage loans. Going Concern Doubt As reported in the Troubled Company Reporter on April 10, 2008, Grant Thornton LLP, in New York, expressed substantial doubt about Hanover Capital Mortgage Holdings Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2007, and 2006. The auditing firm pointed to the company's net loss for the year ended Dec. 31, 2007, which included $76.0 million in impairment losses on mortgage-backed securities. Due to unprecedented turmoil in the mortgage and capital markets during 2007 and into 2008, the company incurred a significant loss of liquidity over a short period of time. The company experienced a net loss of approximately $46.3 million for the six months ended June 30, 2008, and its current operations are not cash flow positive. Additional sources of capital are required for the company to generate positive cash flow and continue operations beyond 2008. The Troubled Company Reporter reported on Aug. 27, 2008, Hanover Capital Mortgage Holdings Inc. disclosed its financial results for the three and six months ended June 30, 2008. At June 30, 2008, the company's consolidated balance sheet showed $62.2 million in total assets, $134.1 million in total liabilities, resulting in a $71.9 million stockholders' deficit. HEXION SPECIALTY: Court Denies Request Related to Huntsman Merger ----------------------------------------------------------------- The Delaware Court of Chancery on Monday last week entered judgment in favor of Huntsman Corporation denying all declarations sought by Apollo Management, L.P. and Hexion Specialty Chemicals, Inc. in their suit requesting that the Chancery Court excuse Hexion from its obligation to consummate the pending transaction. The following day, Huntsman obtained a temporary restraining order to prevent banks from continuing to interfere and thwart Huntsman's rights under the Hexion Merger Agreement. Apollo and Hexion had alleged that Huntsman was not entitled to a $325 million break up fee and had suffered a Material Adverse Effect since signing the Merger Agreement and that a solvency certificate or opinion could not be provided for the combined Hexion/Huntsman entity at the closing. Both allegations were soundly rejected by the Chancery Court. Huntsman on Tuesday sued affiliates of Credit Suisse and Deutsche Bank, lenders who had signed an agreement committing them to finance the merger. The lawsuit, filed in Montgomery County, Texas, alleges that the Banks were conspiring with Apollo to interfere with Huntsman's previous merger agreement with Basell, interfere with a later Merger Agreement with Hexion and usurp for their own benefit substantial and valuable rights that belonged to Huntsman. In its order, the Delaware Chancery Court ordered Hexion to specifically perform its covenants under the Merger Agreement, including the obligation to use its reasonable best efforts to take all actions necessary and proper to consummate the Merger in the most expeditious manner practicable. The Court further ordered that if the Closing has not occurred by October 1, the Merger Agreement Termination Date shall be extended until the Court determines that Hexion has fully complied with the Court's order. A full-text copy of the Delaware Chancery Court's decision is available at no charge at: http://sec.gov/Archives/edgar/data/1307954/000110465908061126/a08- 24653_1ex99d2.htm A full-text copy of the Delaware Chancery Court's opinion is available at no charge at: http://sec.gov/Archives/edgar/data/1307954/000110465908061126/a08- 24653_1ex99d1.htm Pursuant to the TRO, District Judge Fred Edwards of the Montgomery County Texas District Court found that irreparable harm would result if the Banks were not immediately enjoined from terminating their financing commitment pending a full hearing on Huntsman's request for a temporary injunction. Judge Edwards ordered that the Banks, among other things, must not take any action that could reasonably be expected to materially impair, delay, terminate, or prevent consummation of the financing contemplated by the agreement between the Banks and Hexion. Commenting on Vice Chancellor Stephen P. Lamb's decision, Peter R. Huntsman, President and CEO of Huntsman Corporation, stated, "We are gratified that Apollo's allegations and tactics have failed to persuade the Chancery Court. "Huntsman is a strong and dynamic company – indeed a global leader in many of its markets – and Apollo's misguided attempt to use 2008's turbulent energy and financial markets to construct a solvency issue where none existed has now been exposed. We call on Hexion to complete the remaining actions required by the Merger Agreement in compliance with the Court's order and proceed to closing." Commenting on the TRO, Mr. Huntsman said, "We are grateful for [the] decision by Judge Edwards, which comes on the heels of Vice Chancellor Lamb's decision [] to similarly enjoin Apollo and Hexion from further attempting to not comply with the terms to which Hexion had agreed. We believe these two court rulings will allow the parties to move quickly to consummate the financing and the merger." In addition to denying the relief sought by Apollo and Hexion, the Chancery Court also found that Hexion had breached a number of obligations and covenants under the Merger Agreement, and that such breaches were knowing and intentional and directed by Apollo. Jon M. Huntsman, Founder and Chairman of Huntsman Corporation, added, "We have claimed all along that Apollo would resort to any means necessary to break a legal and binding contract. Apollo was dishonest and untruthful and lost the case." Huntsman continues to seek damages exceeding $3 billion in its Texas lawsuit against Apollo and its partners Leon Black and Joshua Harris. Huntsman has executed an Engagement Agreement with American Appraisal Associates, Inc., pursuant to which American Appraisal agreed to provide a solvency opinion in connection with the closing of the merger with Hexion. American Appraisal confirmed that, based on its review of relevant data to date, and assuming no material change or receipt of additional contrary information currently unknown to it between the date of the Engagement Agreement and the effective date of its opinion, American Appraisal is able to issue a written opinion stating the combined company is solvent. * * * On October 2, the United States Federal Trade Commission granted early termination of the waiting period under the Hart-Scott- Rodino Antitrust Improvements Act for Huntsman's pending merger with Hexion. Pursuant to an agreement among the FTC, Hexion and Huntsman and the FTC's proposed decision and order, Hexion will divest part of its specialty epoxy resin production and development capabilities to Spolek Pro Chemickou a Hutni Vyrobu, Akciova Spolecnost and, prior to closing the merger with Huntsman, Hexion will obtain certain third party consents in connection with the divestiture. Additionally, the European Commission, which had previously approved the merger conditioned on the same divestiture, has approved Spolek as the purchaser. About Huntsman Huntsman Corp. -- http://www.huntsman.com-- is a global manufacturer andmarketer of differentiated chemicals. Its operating companies manufacture products for a variety of global industries, including chemicals, plastics, automotive, aviation, textiles, footwear, paints and coatings, construction, technology, agriculture, health care, detergent, personal care, furniture, appliances and packaging. Originally known for pioneering innovations in packaging and, later, for rapid and integrated growth in petrochemicals, Huntsman today has 13,000 employees and operates from multiple locations worldwide. The Company had 2007 revenues of approximately $10 billion. * * * As reported by the Troubled Company Reporter on Oct. 3, 2008, Standard & Poor's Ratings Services said that its ratings on Salt Lake City, Utah-based Huntsman Corp. and Columbus, Ohio-based Hexion Specialty Chemicals Inc. remain on CreditWatch with negative implications, where they were placed on July 5, 2007. The initial CreditWatch placement followed the announcement of Hexion's proposed debt-financed acquisition of Huntsman in a transaction valued at more than $10 billion, including assumed debt. This CreditWatch update follows the ruling in the Court of Chancery of the State of Delaware related to Huntsman's lawsuit with Hexion and its owner, Apollo Management LLC. Hexion argued that the merger is no longer viable based on the proposed highly leveraged capital structure of the combined company. Hexion cited several factors supporting this conclusion, including Huntsman's increased debt and lower-than-expected earnings, and Hexion's belief that the lenders will not provide the committed financing required to complete the transaction as proposed. About Hexion Specialty Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. -- http://www.hexionchem.com/-- is a producer of thermosetting resins, or thermosets. Thermosets are a critical ingredient in virtually all paints, coatings, glues and other adhesives produced for consumer or industrial uses. Hexion Specialty Chemicals is controlled by an affiliate of Apollo Management L.P. Hexion Specialty Chemicals Inc.'s balance sheet at March 31, 2008, showed the company had total assets of $4.2 billion and total liabilities of $5.5 billion, resulting in a shareholders' deficit of $1.3 billion. HEXION SPECIALTY: Moody's Raises Concern on Huntsman Merger Deal ---------------------------------------------------------------- On September 29, 2008, Vice Chancellor Stephen Lamb issued an opinion and Partial Final Judgment in favor of Huntsman Corp (Ba3 Corporate Family Rating) regarding the merger agreement between Hexion Specialty Chemicals, Inc. (B2 Corporate Family Rating) and Huntsman. Essentially, the court: -- Prohibited Hexion from terminating the merger agreement; -- Ordered Hexion and affiliates of Apollo Management to comply with the terms of the merger agreement and not to take any action that could prevent the financing of the transaction; -- Prohibited them from continuing to breach the agreement; and -- Extended the termination of the agreement until the Court determines that Hexion has fully complied with the terms of the merger agreement. Additionally, and more importantly, the judge stated that Hexion had breached the terms of the merger agreement, which would allow Huntsman to pursue monetary damages in excess of $325 million from Hexion, if the merger is not completed. The remaining question is: Will Credit Suisse and Deutsche Bank fund the transaction? In Moody's opinion, given the attractive rates in the committed financing negotiated last year, the banks will likely resist financing the transaction, due to the substantial write-down required, and since Credit Suisse stated at the trial, and Hexion has previously stated, that the combined company would be insolvent. If the banks do refuse to fund, then Hexion would need to sue the banks to enforce its rights under the commitment letter. As with other recent high profile deals, there is likely to be some sort of settlement resulting in either a lower purchase price (investors in Huntsman Corp have recently offered to reduce the purchase price to roughly $25.25/share from $28/share), additional equity investment by Apollo, a cash settlement to Huntsman or some combination of the above. Moody's is concerned with Apollo's willingness to provide additional equity given the large dividends it has received from Hexion over the past three and one half years, and the weak forecast for the combined company over the next year or two. However, Moody's also does not believe that a bankruptcy filing by Hexion is a likely outcome as it would not necessarily insulate Apollo from potential liability. In the event that the transaction is completed as currently planned, it is likely that Hexion's Corporate Family Rating will be lowered by one or two notches, unless there is a further reduction in the purchase price or Apollo decides to contribute additional capital. If Hexion and Apollo reach a monetary settlement with Huntsman, Apollo would likely be forced to make the payment as Hexion would not have the necessary excess liquidity, and any such payment would likely be considered a material adverse change, according to Section 3.09 of the credit facility. Another potential alternative is that Hexion and Apollo may reach a largely non-monetary settlement with Huntsman. This might also provide Apollo with a way to exit its investment in Hexion (the original acquisition of Resolution Performance Products LLC was in 2000) and avoid the need for a significant cash payment by Apollo. In the event that this type of settlement occurs, the ratings could be confirmed or raised depending on the capital structure of the entity subsequent to the settlement and any structural issues related to the outstanding debt at the merged company. Hexion Specialty Chemicals, Inc., headquartered in Columbus, Ohio is a leading producer of commodities such as formaldehyde, bisphenol A and epichlorhydrin, as well as formaldehyde-based thermoset resins, epoxy resins, and versatic acid and its derivatives. The company is also a supplier of specialty resins for inks and specialty coatings sold to a very diverse customer base. The company reported sales of over $6 billion for the LTM ending June 30, 2008. HILL-ROM HOLDINGS: Moody's Holds Preferred Shelf Rating at (P)Ba2 ----------------------------------------------------------------- Moody's Investors Service affirmed the debt ratings of Hill-Rom Holdings, Inc. (Baa3 senior unsecured) following the company's announcement that it plans to acquire Liko, a privately-held Swedish hospital equipment manufacturer for about $183 million. The rating outlook remains negative. The affirmation reflects Moody's expectation that the company will generate sufficient free cash flow over the next 12 months to enable rapid repayment of any borrowings associated with this transaction. Since the spin-off of Batesville Casket in March of this year, Hill-Rom appears to have been able to exceed targeted organic growth in the 6-8% range. Liko should help Hill-Rom expand its platform as well as sales generated from outside the US. Diana Lee, a Senior Credit Officer at Moody's said, "While acquisition activity was anticipated, Hill-Rom must continue to focus on achieving targeted organic growth rates and maintaining a prudent balance sheet." The negative outlook reflects Moody's concerns that without recurring working capital benefits, the company may not be able to achieve sustainable free cash flow to debt ratios that are in the 20% range especially if management pursues additional acquisitions prior to de-leveraging. Further, the outlook incorporates some concern that Hill-Rom is undertaking a relatively large transaction so soon after the spin-off and at a time when it is still facing competitive challenges. Finally, Moody's believes that use of cash for this transaction reduces Hill-Rom's financial flexibility. The Baa3 rating considers Hill-Rom's relatively small revenue base, lack of diversification and potential for additional acquisition activity, offset by a favorable market position in its acute care bed business and relatively conservative posture toward leverage in the past. On a pro-forma basis, Hill-Rom's implied- rating under the Global Medical Products & Device Methodology is expected to be in the "Baa" range after annualizing the two most recent quarters of Hill-Rom's financial statements. Ratings affirmed: -- Hill-Rom Holdings, Inc. (formerly Hillenbrand Industries, Inc.) -- Senior unsecured notes at Baa3 -- Senior unsecured shelf at (P) Baa3 -- Subordinated shelf at (P) Ba1 -- Preferred shelf at (P) Ba2 Hill-Rom Holdings, Inc. (formerly Hillenbrand Industries, Inc.) headquartered in Batesville, Indiana, is a leading manufacturer of hospital beds and other patient care products. HOSPITAL PARTNERS: Seeks Buyers for Stakes in Four Hospitals ------------------------------------------------------------ Anne Zieger at Fiercehealthfinance.com reports that Hospital Partners of America is seeking buyers for its stakes in St. Joseph Medical Center, Trinity Medical Center, Shasta Regional Medical Center, and Austin Surgical Hospital. Fiercehealthfinance.com relates that HPA will use proceeds from the sale to repay its two largest unsecured creditors: -- Medical Properties trust, which the hospital owes about $43.2 million; and -- Silver Point Capital, which the hospital owes some $35 million. HPA hired Alvarez & Marsal to provide the company management and restructuring services during its bankruptcy, Fiercehealthfinance.com says. According to the report, HPA appointed A&M's Managing Director Joseph Bondi as CEO and chief restructuring officer. HPA's Chapter 11 bankruptcy filing shouldn't affect its hospitals directly, as they operate as independent legal entities, Fiercehealthfinance.com states. Headquartered in Charlotte, North Carolina, Hospital Partners of America -- http://www.hospitalpartners.com/-- develops and manages hospitals. The company's employees provide management and support services to the personnel of the non-debtor operating hospitals including services relating to human resources, financial, legal, regulatory and information technology. As reported in the Troubled Company Reporter on July 4, 2008, River Oaks Medical Center LP filed for Chapter 11 protection on July 2, 2008 (Bankr. D. Delaware Case No. 08-11354). Dereck C. Abbot, Esq., at Morris Nichols Arsht & Tunnel, represents the Debtors. When it filed for protection from its creditors, it listed assets of between $50 million and $100 million, and debts of between $10 million and $50 million. HOSPITAL PARTNERS: U.S. Trustee to Hold Meeting to Form Panel ------------------------------------------------------------- The United States Trustee for Region 3, will hold an organizational meeting in the Chapter 11 cases of Hospital Partners of America, Inc. on October 7, 2008 at 11:00 a.m. at J. Caleb Boggs Federal Building, 844 King Street, Room 5209 in Wilmington, Delaware. The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. About Hospital Partners Headquartered in Charlotte, North Carolina, Hospital Partners of America -- http://www.hospitalpartners.com/-- develops and manages hospitals. The company's employees provide management and support services to the personnel of the non-debtor operating hospitals including services relating to human resources, financial, legal, regulatory and information technology. As reported in the Troubled Company Reporter on July 4, 2008, River Oaks Medical Center LP filed for Chapter 11 protection on July 2, 2008 (Bankr. D. Delaware Case No. 08-11354). Dereck C. Abbot, Esq., at Morris Nichols Arsht & Tunnel, represents the Debtors. When it filed for protection from its creditors, it listed assets of between $50 million and $100 million, and debts of between $10 million and $50 million. HRP MYRTLE: Creditor Doubts Recovery; Hearing Set for Oct. 22 ------------------------------------------------------------- Lisa Fleisher at The Sun News (South Carolina) reports that Deutsche Bank Trust Company Americas, one of the top creditors of HRP Myrtle Beach Holdings LLC's $400 million Hard Rock Park, said that the park's hope for recovery is "remote" and that it should begin looking for a buyer immediately. If Hard Rock doesn't try to find a buyer immediately, "even a short delay in commencing a sale process could jeopardize marketing efforts and other steps" that a buyer would need to take, The Sun News relates, citing Deutsche Bank. The Sun News quoted Deutsche Bank as saying, "The prospects for profitable operation of the park and a successful reorganization of the debtors in a reasonable period of time are remote given the current and anticipated economic environment. It is unlikely the park will be significantly more successful next year than it was this year. Indeed, the debtors have as yet presented no business plan and apparently cannot project their specific cash needs beyond Nov. 2." Court documents indicate that Hard Rock Park had admitted that it lacked money to advertise effectively, and that faltering economy and the decline in tourism contributed to its problems. According to The Sun News, Hard Rock Park had said that it will reopen next year. The report says that Deutsche Bank said that the park needs $30 million to be able to survive and reopen. The park must pay at least $2.5 million per year for trademark licensing fees, including licensing the Hard Rock brand from the hotel and cafe chain, the report says, citing Deutsche Bank. According to an affidavit from Hard Rock's Chief Executive Steven Goodwin, the park had drawn all of a $15 million credit line from Deutsche Bank that had a term of four years. The Sun News quoted Deutsche Bank as saying, "It is doubtful whether HRP Operations will be permitted to assume the license agreement for the 'Hard Rock' brand and certain of its other content-related trademarks which are used in the park's attractions without the consent of their respective licensors." According to the report, unless the park gets permission from Hard Rock International to keep the name, it "will have to be 'de- branded' prior to reopening, causing substantial delay and adding millions of additional dollars to the debtors' cash needs." The U.S. Bankruptcy Court for the District of Delaware has set a hearing on Oct. 22, 2008, at 4:00 p.m., The Sun News states. Headquartered in Myrtle Beach, South Carolina, HRP Myrtle Beach Holdings, LLC -- owns and operates Hard Rock Park, a rock-n-roll theme park in Myrtle Beach, South Carolina, under a long-term license agreement with Hard Rock Cafe International (USA), Inc. The company and six of its affiliates filed for Chapter 11 protection on Sept. 24, 2008 (Bankr. D. Del. Lead Case No. 08-12193). Paul, Hastings, Janofsky & Walker LLP represents the Debtors for their restructuring efforts. The Debtors selected Richards, Layton & Finger as their co-counsel. The Debtors also selected RAS Group Inc. as their financial advisor. Steven Goodwin will serve as the Debtors' chief executive officer. The U.S. Trustee for Region 3 has not appointed creditors to serve on an Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed assets and debts of between $100 million and $500 million each. HRP MYRTLE: U.S. Trustee to Hold Meeting to Form Panel on Oct. 8 ---------------------------------------------------------------- The United States Trustee for Region 3, will hold an organizational meeting in the Chapter 11 cases of HRP Myrtle Beach Holdings, LLC on October 8, 2008 at 11:00 a.m. at J. Caleb Boggs Federal Building 844 King Street, Room 5209 in Wilmington, Delaware. The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. About HRP Myrtle Beach Headquartered in Myrtle Beach, South Carolina, HRP Myrtle Beach Holdings, LLC -- owns and operates Hard Rock Park, a rock-n-roll theme park in Myrtle Beach, South Carolina, under a long-term license agreement with Hard Rock Cafe International (USA), Inc. The company and six of its affiliates filed for Chapter 11 protection on Sept. 24, 2008 (Bankr. D. Del. Lead Case No. 08-12193). Paul, Hastings, Janofsky & Walker LLP represents the Debtors in their restructuring efforts. The Debtors selected Richards, Layton & Finger as their co-counsel. The Debtors also selected RAS Group Inc. as their financial advisor. Steven Goodwin will serve as the Debtors' chief executive officer. The U.S. Trustee for Region 3 has not appointed creditors to serve on an Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed assets and debts of between $100 million and $500 million each. HUNTSMAN CORP: Merger Deal Upheld; Gets TRO Against Banks --------------------------------------------------------- The Delaware Court of Chancery on Monday last week entered judgment in favor of Huntsman Corporation denying all declarations sought by Apollo Management, L.P. and Hexion Specialty Chemicals, Inc. in their suit requesting that the Chancery Court excuse Hexion from its obligation to consummate the pending transaction. The following day, Huntsman obtained a temporary restraining order to prevent banks from continuing to interfere and thwart Huntsman's rights under the Hexion Merger Agreement. Apollo and Hexion had alleged that Huntsman was not entitled to a $325 million break up fee and had suffered a Material Adverse Effect since signing the Merger Agreement and that a solvency certificate or opinion could not be provided for the combined Hexion/Huntsman entity at the closing. Both allegations were soundly rejected by the Chancery Court. Huntsman on Tuesday sued affiliates of Credit Suisse and Deutsche Bank, lenders who had signed an agreement committing them to finance the merger. The lawsuit, filed in Montgomery County, Texas, alleges that the Banks were conspiring with Apollo to interfere with Huntsman's previous merger agreement with Basell, interfere with a later Merger Agreement with Hexion and usurp for their own benefit substantial and valuable rights that belonged to Huntsman. In its order, the Delaware Chancery Court ordered Hexion to specifically perform its covenants under the Merger Agreement, including the obligation to use its reasonable best efforts to take all actions necessary and proper to consummate the Merger in the most expeditious manner practicable. The Court further ordered that if the Closing has not occurred by October 1, the Merger Agreement Termination Date shall be extended until the Court determines that Hexion has fully complied with the Court's order. A full-text copy of the Delaware Chancery Court's decision is available at no charge at: http://sec.gov/Archives/edgar/data/1307954/000110465908061126/a08- 24653_1ex99d2.htm A full-text copy of the Delaware Chancery Court's opinion is available at no charge at: http://sec.gov/Archives/edgar/data/1307954/000110465908061126/a08- 24653_1ex99d1.htm Pursuant to the TRO, District Judge Fred Edwards of the Montgomery County Texas District Court found that irreparable harm would result if the Banks were not immediately enjoined from terminating their financing commitment pending a full hearing on Huntsman's request for a temporary injunction. Judge Edwards ordered that the Banks, among other things, must not take any action that could reasonably be expected to materially impair, delay, terminate, or prevent consummation of the financing contemplated by the agreement between the Banks and Hexion. Commenting on Vice Chancellor Stephen P. Lamb's decision, Peter R. Huntsman, President and CEO of Huntsman Corporation, stated, "We are gratified that Apollo's allegations and tactics have failed to persuade the Chancery Court. "Huntsman is a strong and dynamic company – indeed a global leader in many of its markets – and Apollo's misguided attempt to use 2008's turbulent energy and financial markets to construct a solvency issue where none existed has now been exposed. We call on Hexion to complete the remaining actions required by the Merger Agreement in compliance with the Court's order and proceed to closing." Commenting on the TRO, Mr. Huntsman said, "We are grateful for [the] decision by Judge Edwards, which comes on the heels of Vice Chancellor Lamb's decision [] to similarly enjoin Apollo and Hexion from further attempting to not comply with the terms to which Hexion had agreed. We believe these two court rulings will allow the parties to move quickly to consummate the financing and the merger." In addition to denying the relief sought by Apollo and Hexion, the Chancery Court also found that Hexion had breached a number of obligations and covenants under the Merger Agreement, and that such breaches were knowing and intentional and directed by Apollo. Jon M. Huntsman, Founder and Chairman of Huntsman Corporation, added, "We have claimed all along that Apollo would resort to any means necessary to break a legal and binding contract. Apollo was dishonest and untruthful and lost the case." Huntsman continues to seek damages exceeding $3 billion in its Texas lawsuit against Apollo and its partners Leon Black and Joshua Harris. Huntsman has executed an Engagement Agreement with American Appraisal Associates, Inc., pursuant to which American Appraisal agreed to provide a solvency opinion in connection with the closing of the merger with Hexion. American Appraisal confirmed that, based on its review of relevant data to date, and assuming no material change or receipt of additional contrary information currently unknown to it between the date of the Engagement Agreement and the effective date of its opinion, American Appraisal is able to issue a written opinion stating the combined company is solvent. * * * On October 2, the United States Federal Trade Commission granted early termination of the waiting period under the Hart-Scott- Rodino Antitrust Improvements Act for Huntsman's pending merger with Hexion. Pursuant to an agreement among the FTC, Hexion and Huntsman and the FTC's proposed decision and order, Hexion will divest part of its specialty epoxy resin production and development capabilities to Spolek Pro Chemickou a Hutni Vyrobu, Akciova Spolecnost and, prior to closing the merger with Huntsman, Hexion will obtain certain third party consents in connection with the divestiture. Additionally, the European Commission, which had previously approved the merger conditioned on the same divestiture, has approved Spolek as the purchaser. About Hexion Specialty Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. -- http://www.hexionchem.com/-- is a producer of thermosetting resins, or thermosets. Thermosets are a critical ingredient in virtually all paints, coatings, glues and other adhesives produced for consumer or industrial uses. Hexion Specialty Chemicals is controlled by an affiliate of Apollo Management L.P. Hexion Specialty Chemicals Inc.'s balance sheet at March 31, 2008, showed the company had total assets of $4.2 billion and total liabilities of $5.5 billion, resulting in a shareholders' deficit of $1.3 billion. About Huntsman Huntsman Corp. -- http://www.huntsman.com-- is a global manufacturer andmarketer of differentiated chemicals. Its operating companies manufacture products for a variety of global industries, including chemicals, plastics, automotive, aviation, textiles, footwear, paints and coatings, construction, technology, agriculture, health care, detergent, personal care, furniture, appliances and packaging. Originally known for pioneering innovations in packaging and, later, for rapid and integrated growth in petrochemicals, Huntsman today has 13,000 employees and operates from multiple locations worldwide. The Company had 2007 revenues of approximately $10 billion. * * * As reported by the Troubled Company Reporter on Oct. 3, 2008, Standard & Poor's Ratings Services said that its ratings on Salt Lake City, Utah-based Huntsman Corp. and Columbus, Ohio-based Hexion Specialty Chemicals Inc. remain on CreditWatch with negative implications, where they were placed on July 5, 2007. The initial CreditWatch placement followed the announcement of Hexion's proposed debt-financed acquisition of Huntsman in a transaction valued at more than $10 billion, including assumed debt. This CreditWatch update follows the ruling in the Court of Chancery of the State of Delaware related to Huntsman's lawsuit with Hexion and its owner, Apollo Management LLC. Hexion argued that the merger is no longer viable based on the proposed highly leveraged capital structure of the combined company. Hexion cited several factors supporting this conclusion, including Huntsman's increased debt and lower-than-expected earnings, and Hexion's belief that the lenders will not provide the committed financing required to complete the transaction as proposed. HUNTSMAN CORP: Moody's Keeps Ratings Under Review After Ruling -------------------------------------------------------------- On Sept. 29, 2008 Huntsman Corp. (Huntsman - Ba3 Corporate Family Rating - Rating Under Review For Downgrade) issued a press release announcing the decision of the Delaware Court of Chancery to enter judgment in favor of Huntsman denying all declarations sought by Apollo Management, L.P. and Hexion Specialty Chemicals, Inc. in their suit requesting that the Court excuse Hexion from its obligation to consummate the pending transaction. Moody's views this initial legal outcome as a modest positive for Huntsman's bondholders. In the event that the merger is consummated, a likelihood that remains uncertain despite the court ruling, bondholders are likely to be refinanced. In the event that Huntsman receives a combination of a break-up fee and monetary damages, an event that will likely take a considerable amount of time and further court actions, Huntsman's credit metrics could be bolstered. Moody's views the potential size and use of such proceeds as currently difficult to define. Huntsman's ratings remain under review for possible downgrade reflecting a weak operating environment and uncertainty regarding the ultimate resolution of the Hexion merger. In its lawsuit, Hexion alleged that Huntsman was not entitled to a $325 million break up fee and had suffered a Material Adverse Effect since signing the Merger Agreement in 2007 and that a solvency certificate or opinion could not be provided for the combined Hexion/Huntsman entity at the closing. Both allegations were rejected by the Court. The Court ordered Hexion to specifically perform its covenants under the merger, including the obligation to use its reasonable best efforts to take all actions necessary and proper to consummate the merger in the most expeditious manner practicable. The Court further ordered that if the closing has not occurred by October 1, the merger termination date shall be extended until the Court determines that Hexion has fully complied with the Court's order. In addition to denying the relief sought by Apollo and Hexion, the Court also found that Hexion had breached a number of obligations and covenants under the merger, and the breaches were knowing and intentional. Huntsman continues to seek damages exceeding $3 billion in its Texas lawsuit against Apollo and its partners. Huntsman's financial performance has been negatively impacted by substantial increases in energy and feedstock prices which appear to be moderating. In addition, the implementation of on-going price increases will further boost working capital at Huntsman over the next quarters. If this negative operating pressure dramatically grows Moody's may move the outlook to negative or lower Huntsman's CFR by a notch. Alternatively, given the current difficult market conditions, Huntsman's ratings will remain under review for possible downgrade until the company's ultimate position resulting from the finalization of the merger is known or the outcome in terms of damages can reasonably be estimated. Moody's ongoing review for possible downgrade will focus on a number of new factors including; 1) the length of time the litigation may take, and 2) the potential cash inflows from settlements, if any, of the litigation and the use of those proceeds to bolster the capital structure. Moody's believes that the magnitudes of any such inflows are subject to great variability due to the potential need to further litigate. However the possible settlements might be in the range of at least $325 million or more if Huntsman can successfully establish with the courts that damages have been incurred. Moody's will also begin a reassessment of Huntsman's credit profile on a stand alone basis in light of current market conditions and management's future plans to improve pricing, cash flows and the company's credit measures. Moody's notes that many issuers in the chemical industry, including Huntsman, have seen sustained increases in costs for energy, commodity and intermediate feedstocks, and transportation. In specific response to these pressures Huntsman has initiated plans to raise prices for all products, some by as much as 25%, and also impose an energy surcharges across a wide range of products. Moody's reassessment will also focus on the success of these price increases and energy surcharges which will vary by product, in accordance with costs attributed to each product. Huntsman Corporation is a global manufacturer of differentiated and commodity chemical products. Huntsman's products are used in a wide range of applications, including those in the adhesives, aerospace, automotive, construction products, durable and non- durable consumer products, electronics, medical, packaging, paints and coatings, power generation, refining and synthetic fiber industries. Huntsman had revenues of $10.4 billion for the last twelve months ending June 30, 2008. IBP II: Voluntary Chapter 11 Case Summary ----------------------------------------- Debtor: IBP II, L.P. 101 International Drive Oakdale, PA 15071 Bankruptcy Case No.: 08-26583 Type of Business: The Debtor is a Single Asset Real Estate debtor. Chapter 11 Petition Date: October 2, 2008 Court: Western District of Pennsylvania (Pittsburgh) Debtor's Counsel: David K. Rudov, Esq. drudov@rudovstein.com Rudov & Stein First and Market Building 100 First Avenue, Suite 500 Pittsburgh, PA 15222 Tel: (412) 281-7300 Fax: (412) 281-7305 Total Assets: $4,000,000 Total Debts: $4,212,980 The Debtor did not file its list of 20 largest unsecured creditors. IDEAL INVESTMENTS: Case Summary & Two Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Ideal Investments 2200 Poinsett Highway Greenville, SC 29609 Bankruptcy Case No.: 08-06092 Type of Business: The Debtor is an investment property. Chapter 11 Petition Date: October 1, 2008 Court: District of South Carolina (Spartanburg) Judge: John E. Waites Debtor's Counsel: R. Geoffrey Levy, Esq. llfecf@levylawfirm.org 2300 Wayne Street Columbia, SC 29201 Tel: (803) 256-4693 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million Debtor's list of its Two Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Marion J. Powell $37,500 250 Stone Lake Drive Greenville, SC 29609 John Wheeler Powell $21,500 250 Stone Lake Drive Greenville, SC 29609 IMPERIAL BUSINESS: Case Summary & 18 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Imperial Business Park, L.P. 101 International Drive Oakdale, PA 15071 Bankruptcy Case No.: 08-26580 Type of Business: The Debtor owns an industrial and business park. See: http://www.imperialbusinesspark.net/ Chapter 11 Petition Date: October 2, 2008 Court: Western District of Pennsylvania (Pittsburgh) Debtor's Counsel: David K. Rudov, Esq. drudov@rudovstein.com Rudov & Stein First and Market Building 100 First Avenue, Suite 500 Pittsburgh, PA 15222 Tel: (412) 281-7300 Fax: (412) 281-7305 Total Assets: $16,064,823 Total Debts: $18,078,619 Debtor's 18 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Employee Real Estate $1,954,246 Construction Trust Fund Liablity Penn Trust Real Estate Advisory Serv. 333 Baldwin Road, Suite 200 Pittsburgh, PA 15205 Landau $451,410 John O'Brien Landau Building Co. 9855 Rinaman Road Wexford, PA 15090 Lindy Paving, Inc. $143,585 Cory Deible P.O. Box 6436141 Pittsburgh, PA 15264 CSG Properties, LLC $126,143 TEC Electric, Inc. $83,354 Civil & $62,856 Enviornmental Consultants, Inc. Beardsley Mechanical, $44,775 Inc. Preferred Fire $36,060 Protection, Inc. NEXT Architecture $34,900 Tartan Realty, LLC $34,897 Herbert, Rowland & $23,516 Grubic, Inc. Lombardo Industries $20,945 Joel Kreider $15,260 John J. Edson $12,379 Code.sys Code $7,438 Consulting Fratangelo Gardens $5,490 Landscaping & Nursery Malone Middleman, $2,980 P.C. Phoenix Roofing, Inc. $2,805 INDYMAC: Fitch Affirms 'B+' Ratings on Five Housing Issues ---------------------------------------------------------- Fitch Ratings has taken rating actions on IndyMac manufactured housing issues: Series 1997-1 -- Class A-2 affirmed at 'B+'; -- Class A-3 affirmed at 'B+'; -- Class A-4 affirmed at 'B+'; -- Class A-5 affirmed at 'B+'; -- Class A-6 affirmed at 'B+'; -- Class M remains at 'C/DR4'. Series 1998-1 -- Class A-3 affirmed at 'B'; -- Class A-4 affirmed at 'B'; -- Class A-5 affirmed at 'B'; -- Class M remains at 'C/DR5'. Series 1998-2 -- Class A-2 downgraded to 'B' from 'BB'; -- Class A-3 downgraded to 'B' from 'BB'; -- Class A-4 downgraded to 'B' from 'BB'; -- Class M-1 remains at 'C/DR4'; -- Class M-2 remains at 'C/DR6'. INSIGHT HEALTH: June 30 Balance Sheet Upside-Down by $130.7MM ------------------------------------------------------------- InSight Health Services Holdings Corp.'s balance sheet as of showed $217.7 million in total assets, $347.4 million in total liabilities, resulting to $130.7 million in shareholders' deficit. The company posted $169.2 million in net losses on $242.6 billion in net revenues for 11 months ended June 30, 2008, compared with $99 million in net profit on $286.9 billion in net revenues for 12 months ended June 30, 2007. The company posted $196.3 million for the one month ended July 31, 2007. On Aug. 1, 2007, the company implemented fresh-start reporting in accordance with American Institute of Certified Public Accountants - Statement of Position 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code," or SOP 90-7. The provisions of fresh-start reporting required that that the company revalues its assets and liabilities to fair value, reestablish stockholders' equity and record any applicable reorganization value in excess of amounts allocable to identifiable assets as an intangible asset. Full-text copies of InSight Health Services Holdings Corp.'s report on Form 10-K are available free of charge at: http://researcharchives.com/t/s?3349 About InSight Based in Lake Forest, California, InSight Health Services Holdings Corp. (OTCBB:ISGT) -- http://www.insighthealth.com/-- is a nationwide provider of diagnostic imaging services. It serves managed care entities, hospitals and other contractual customers in over 30 states, including these targeted regional markets: California, Arizona, New England, the Carolinas, Florida and the Mid-Atlantic states. InSight Health's network consisted of 109 fixed-site centers and 108 mobile facilities as of Dec. 31, 2006. The company and its affiliate, InSight Health Services Corp., filed for Chapter 11 protection on May 29, 2007 (Bankr. D. Del. Case Nos. 07-10700 and 07-10701). Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, represent the Debtors. In schedules filed with the court, Insight Health disclosed total assets of $87,102,870 and total debts of $525,448,053. Its debtor-affiliates, Insight Health Services, disclosed total assets of $505,285,296 and total debts of $525,500,934. Insight Health and its debtor-affiliates' pre-packaged Plan of Reorganization, which was confirmed by the U.S. Bankruptcy Court for the District of Delaware on July 10, 2007, became effective on Aug. 1, 2007. INVESTMENT EQUITY: U.S. Trustee Sets 341(a) Meeting for October 14 ------------------------------------------------------------------ The United States Trustee for the District of Arizona will convene a meeting of creditors of Investment Equity Holdings LLC at 1:30 p.m., on Oct. 14, 2008, in the U.S. Trustee Meeting Room, at 230 N. First Avenue, Suite 102 in Phoenix, Arizona. 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 Las Vegas, Nevada, Investment Equity Holdings LLC operates a real estate business. The company filed for Chapter 11 protection on Sept. 9, 2008 (Bankr. D. Ariz. Case No. 08-11956). When the Debtor filed for protection from its creditors, it listed total assets of $13,000,000, and total debts of $9,561,514. J&D RESTAURANT: Court Gives Interim Approval to Access Cash ----------------------------------------------------------- Mike Schoeck of The Deal.com reports that U.S. Bankruptcy Court for the Southern District of Florida gave interim approval to J&D Restaurant Holdings, LLC, to access the cash collateral of creditors David Steiner and Jeffrey Flegel. Based in West Palm Beach, Florida, J&D Restaurant Holdings, LLC, owns a chain of R.J. Gator's restaurants. The Company filed for Chapter 11 relief on Sept. 24, 2008 (Bankr. S.D. Fla. Case No.08-23858). Bradley S. Shraiberg, Esq. at Kluger Peretz Kaplan & Berlin represents the Debtor as counsel. When the Debtor filed for protection from its creditors, it listed assets of $1 million to $10 million, and debts of $1 million to $10 million. JMH TRUCKING: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: JMH Trucking, Incorporated fka Hafley Towing and Truck Services, Inc. fka RDJ Repair Services 1600 Bunn Street Bloomington, IL 61701 Tel: (309) 827-7483 Bankruptcy Case No.: 08-72422 Type of Business: The Debtor operates a trucking business. Chapter 11 Petition Date: September 30, 2008 Court: Central District of Illinois (Springfield) Judge: Mary P. Gorman Debtor's Counsel: Jonathan A. Backman, Esq. Law Office of Jonathan A. Backman jabackman@backlawoffice.com 117 N Center Street Bloomington, IL 61701 Tel: (309) 820-7420 Fax : (309) 820-7430 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million A list of the Debtor's 20 Largest Unsecured Creditors is available at: http://bankrupt.com/misc/ilcb08-72422.pdf JWS CBO: Fitch Trims $21.967MM Class D Notes Rating to CC from B+ ----------------------------------------------------------------- Fitch Ratings has downgraded three classes of notes issued by JWS CBO 2000-1, LTD. These rating actions are effective immediately: -- $15,000,000 class C-1 to 'B' from 'BBB'; -- $16,500,000 class C-2 to 'B' from 'BBB'; -- $21,967,704 class D to 'CC' from 'B+'. Fitch does not rate the class A and class B notes of JWS CBO. JWS CBO is a collateralized bond obligation managed by Stonegate Capital Management, L.L.C. that closed on July 18, 2000. JWS CBO's current portfolio is comprised of 70.6% senior unsecured debt and 16.5% of subordinated securities, while senior secured loans and senior unsecured loans represent 9.7% and 3.1% of the portfolio, respectively. The top three industry concentrations are Automobiles (13.2%), Health Care (12.2%), and Food, Beverage, and Tobacco (9.5%). The single largest obligor represents 3.2% of the collateral par balance. Since the last rating action in September 2006, JWS CBO's portfolio has experienced further credit deterioration. As of the most recent trustee report dated Sept. 17, 2008, defaulted securities represented 20.6%, or $30.95 million, of the total portfolio versus 8%, or $16.22 million, during the last review. Currently, the weighted average rating of the collateral pool is 'CCC+'. At the last review, approximately 14% of the collateral pool carried a rating of 'CCC+' or lower, as compared to 42.1% currently. Additionally, 7% of the assets are currently on Rating Watch Negative by at least one rating agency and an additional 26.6% is on Rating Outlook Negative. As described in Fitch's updated corporate CDO criteria, Fitch accounts for these Rating Watch and Rating Outlook status in its modeling assumptions, which are reflected in these rating actions. To date, 89.4% of principal of the class A notes, or 63.4% of the total capital structure, has paid down. While the pay-down of the class A notes has improved the class A/B overcollateralization test ratio by increasing it to 172.8% from 147.2%, the class C OC and the class D OC ratios have deteriorated. Currently, the class C OC ratio stands at 119.5% compared to its trigger of 116.0%. The class D OC ratio has fallen to 97.4% and is failing its trigger of 101%. Failure of the A/B or C coverage tests diverts excess spread to redeem the notes sequentially. Failure of the class D OC test diverts excess spread to pay down the class D notes, which resulted in a $1.28 million principal payment last period. Fitch expects the class C notes to continue receiving their scheduled interest payments. In the event the class C OC test is breached, the class C notes will continue receiving their payments, while interest payments to the class D notes would be deferred. Fitch expects the class D notes to receive some future distributions of principal as a result of the class D OC test failure; however, prospects for a full principal recovery are limited. The ratings of the class C and D notes address the ultimate payments of interest and principal by the legal final maturity date, as per the transaction's governing documents. Fitch released updated criteria on April 30, 2008 for Corporate CDOs and, at that time, noted it would be reviewing its ratings accordingly to establish consistency for existing and new transactions. As part of this review, Fitch makes standard adjustments for any names on Rating Watch Negative or with a Negative Outlook, downgrading such ratings for default analysis purpose by two and one notch, respectively. Included in this review, Fitch conducted cash flow modeling to measure the breakeven default rates relative to the cumulative default rates associated with the current ratings of the note liabilities. The cash flow model incorporates the transaction's structural features and Fitch's updated Corporate CDO rating criteria. KIM SON: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: Kim Son Austin, Inc. 11709 Dunblane Way Austin, TX 78754 Bankruptcy Case No.: 08-11865 Chapter 11 Petition Date: September 30, 2008 Court: Western District of Texas (Austin) Judge: Craig A. Gargotta Debtor's Counsel: Stephen W. Sather, Esq. ssather@bnpclaw.com Barron & Newburger, P.C. 1212 Guadalupe, Suite 104 Austin, TX 78701 Tel: (512) 476-9103 Ext. 220 Fax: (512) 476-9253 Estimated Assets: $100,000 to $500,000 Estimated Debts: $1,000,000 to $10,000,000 Kim Son Austin's chapter 11 petition with list of 20 largest unsecured creditors is available for free at: http://researcharchives.com/t/s?3341 KIRBY OAKS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Kirby Oaks Integra, LLC dba Waverly Glen 6551 Knight Arnold Road Memphis, TN 38115 Bankruptcy Case No.: 08-30221 Type of Business: The Debtor operates a health care business. Chapter 11 Petition Date: October 2, 2008 Court: Western District of Tennessee (Memphis) Judge: Paulette J. Delk Debtor's Counsel: Michael P. Coury, Esq. mpcoury@farris-law.com Farris Bobango Branan PLC One Commerce Square 40 S. Main Street, Suite 2000 Memphis, TN 38103 Tel: (901) 259-7100 Fax: (901) 328-1582 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million Kirby Oaks's chapter 11 petition with a list of 20 largest unsecured creditors is available for free at: http://researcharchives.com/t/s?335c LEHMAN ABS: Fitch Keeps Junked Ratings on Three Classes ------------------------------------------------------- Fitch Ratings has taken rating actions on Lehman ABS Corp. manufactured housing issue: Series 2001-B -- Class A-1 affirmed at 'A+'; -- Class A-2 affirmed at 'A+'; -- Class A-3 affirmed at 'A+'; -- Class A-4 affirmed at 'A+'; -- Class A-5 affirmed at 'A+'; -- Class A-6 affirmed at 'A+'; -- Class A-7 downgraded to 'A+' from 'AA'; -- Class A-IOC affirmed at 'AAA'; -- Class M-1 downgraded to 'BB-' from 'BBB-'; -- Class M-2 remains at 'CC/DR3'; -- Class B-1 remains at 'C/DR4'; -- Class B-2 remains at 'C/DR6'. LEHMAN BROTHERS: Fitch Cuts LT Issuer Default Rating to 'BB' ------------------------------------------------------------ Based on the Sept. 15, 2008 downgrade of Lehman Brothers Commercial Bank long-term Issuer Default Ratings to 'BB' and the short-term IDR to 'F3', Fitch Ratings has downgraded the short- term ratings on these variable rate single family mortgage bonds that have liquidity provided by LBCB in the form of a stand by bond purchase agreement to 'F3' from 'F1+': Idaho Housing and Finance Association Single Family Mortgage Bonds Class I Variable Rate Bonds -- Series 2008 A -- Series 2008 B Utah Housing Corporation Single-Family Mortgage Bonds (Master Indenture Dated May 1, 2000) Class I Variable Rate Bonds -- Series 2006 B -- Series 2006 C -- Series 2006 D -- Series 2006 E Management at both Idaho Housing and Utah Housing report that they are in the process of seeking replacements for the LBCB liquidity facilities and will be replaced by providers that have short-term ratings appropriate for the respective programs. All of the above bonds continue to maintain long-term ratings of 'AAA'. The short-term portion of the ratings has been downgraded to 'F3' from 'F1+'. The 'F3' short-term rating is on Rating Watch Negative. MAGNITUDE INFO: June 30 Balance Sheet Upside-Down by $527,472 ------------------------------------------------------------- Magnitude Information Systems's Inc.'s consolidated balance sheet at June 30, 2008, showed $3,711,218 in total assets and $4,238,690 in total liabilities, resulting in a $527,472 in total stockholders' deficit. At June 30, 2008, the company's consolidated balance sheet also showed strained liquidity with $473,860 in total current assets available to pay $4,238,690 in total current liabilities. The company reported a net profit of $1,102,684 on total revenues of $4,300 for the second quarter ended June 30, 2008, compared with a net loss of $624,398 on total revenues of $933 in the same period in 2007. 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?3338 Going Concern Doubt Rosenberg Rich Baker Berman & Company, in Bridgewater, N.J., expressed substantial doubt about Magnitude Information Systems Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing firm pointed to the company's significant operating losses and significant working capital deficiency. About Magnitude Information Headquartered in Branchburg, New Jersey, Magnitude Information Systems Inc. (OTC BB: MAGY.OB) -- http://www.magnitude.com/-- was prior to its change in its strategic business plan in 2007, engaged in marketing of the company's integrated suite of proprietary ergonomic software modules. Following the company's acquisition of Kiwibox Media Inc. on Aug. 16, 2007, the company derives its revenues from advertising on the KiwiBox website. Founded in 1999, Kiwibox.com is the first social networking destination and online magazine where teens produce, discover, and share content. MAIN STREET: Fitch Puts 'D' Rating After LBHI's Payment Failure --------------------------------------------------------------- Fitch Ratings has downgraded Main Street Natural Gas, Inc. gas project revenue bonds, series 2008A to 'D' from 'C'. The downgrade follows Lehman Brothers Commodity Services failure make a termination payment to Main Street per the gas purchase agreement. Fitch will withdraw the rating on the bonds in approximately 30 days. Lehman Brothers Holding Inc. shall be notified of the non-payment and requested to pay the termination amount as required by the guaranty. It is Fitch's assessment that bondholders are unsecured creditors of LBHI. MAJESTIC STAR: Names Michael Darley as Interim COO -------------------------------------------------- The Majestic Star Casino, LLC disclosed in a Securities and Exchange Commission filing that it has appointed Michael Darley as Interim Executive Vice President and Chief Operating Officer. Since May 2002, Mr. Darley, 57, was Senior Vice President and General Manager of Barden Nevada Gaming, LLC d/b/a Fitzgeralds Casino and Hotel -- Las Vegas, an affiliate of the Company. Prior to Mr. Darley's employment with Fitzgeralds Las Vegas, Mr. Darley was employed with the Harrah's and Trump organizations holding executive positions in casino operations. Mr. Darley will manage and direct the operating activities of the Company's casino facilities. In addition, Mr. Darley will continue to manage and direct the operations of Fitzgeralds Las Vegas and Fitzgeralds Las Vegas will reimburse the Company for a portion of Mr. Darley's salary and benefits pursuant to an existing expense reimbursement agreement between the Company and Fitzgeralds Las Vegas. Mr. Darley assumes the Interim COO position while the Company undertakes a broader search for a Chief Operating Officer. The Company cannot predict the time necessary to complete the search. The Company is in the process of negotiating Mr. Darley's employment agreement, including base salary, benefits, and non- compete provisions. The Company will amend this Current Report upon execution of an employment agreement with Mr. Darley. About Majestic Star Headquartered in Las Vegas, Nevada, Majestic Star Casino LLC -- http://www.majesticstar.com/-- and its separate and distinct subsidiary limited liability companies and one corporation own and operate two riverboat gaming facilities and a dockside pavilion known as the Buffington Harbor complex located in Gary, Ind., and two Fitzgeralds brand casino-hotels located in Tunica County, Miss. and Black Hawk, Colorado (casino only). The Majestic Star Casino LLC's balance sheets at June 30, 2008, showed total assets of $505.3 million and total liabilities of $690.1 million, resulting in a member's deficit of roughly $184.7 million. The company released financial results for the three and six months ended June 30, 2008. The company incurred a net loss of $8.2 million for the three months ended June 30, 2008 compared to a net loss of $3.9 million for 2007. * * * As reported in the Troubled Company Reporter on May 1, 2008, Moody's Investors Service placed the ratings of Majestic Star Casino LLC on review for possible downgrade. Ratings placed on review for possible downgrade include Majestic Star Casino LLC's $300 million senior secured notes due 2010 currently rated at 'B2', and its $200 million senior secured notes due 2011 currently rated at 'Caa1'. MARQUEE HOLDINGS: Fitch Affirms Ratings on Significant Debt Load ---------------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Ratings of Marquee Holdings Inc. and its principal operating subsidiary AMC Entertainment, Inc. at 'B' and assigned an IDR rating of 'B' to AMC Entertainment Holdings, Inc., parent of Marquee. AMC and its related holding companies' ratings have been affirmed as: AMC -- IDR 'B'; -- Senior secured credit facilities 'BB/RR1'; -- Senior unsecured notes 'B/RR4'; -- Senior subordinated notes 'CCC+/RR6'. Marquee -- IDR 'B'; -- Senior discount notes 'CCC/RR6'. AMC Holdco -- IDR 'B' assigned; -- Senior unsecured term loan 'CCC/RR6'. The Rating Outlook is Stable. The ratings reflect AMC's significant debt load and significant operating lease commitments related to its theatre circuit, resulting in lease-adjusted leverage of over 7.0 times and over $450 million in annual rent expense. The ratings also reflect the current and prospective challenges facing the movie exhibitor industry, including increasing indirect competition from other distribution channels, such as DVD, video on demand or the Internet, as well as the shrinking release window and the concentrated base of film distributors. Most importantly, AMC and its peers rely on the quality, quantity and timing of movie product, all factors out of management's control. Ratings are supported by AMC's competitive positioning as the second largest domestic movie exhibitor with a major presence in urban markets and a leading market share in many of the largest designated market areas. AMC has the highest average screen count per theatre of 15.0 compared to the industry average of 6.9 and is expected to continue to modernize its theatre portfolio in a disciplined manner. The ratings also reflect AMC's involvement in cinema advertising through its ownership stake in National CineMedia LLC, its initiatives in adding/upgrading screens to 3D and IMAX screens and its digital cinema initiative through Digital Cinema Implementation Partners, LLC. The Stable Outlook is reflective of Fitch's outlook on the movie exhibitor industry and Fitch's expectation that the industry will continue to consolidate and that the company will continue to pursue moderate shareholder-friendly activity. AMC has adequate liquidity which is supported by cash of $177 million and by $186 million available on its $200 million committed revolving credit facility (reduced by $14 million in letters of credit). The company's maturity schedule is manageable with less than $50 million of corporate borrowings due in each of 2009, 2010, and 2011, made up of term loan amortization and capital lease payments. Free cash flow for June 2008 latest 12 months was $83 million. MASTR ADJUSTABLE: Moody's Puts Ba2 Underlying Rating to 3 Notes --------------------------------------------------------------- Moody's Investors Service has published the underlying ratings on certain insured notes and has taken actions on certain tranches accordingly. The ratings of these insured notes were previously derived from public ratings on non-sequential pari passu or more junior uninsured tranches of the same deals. The underlying ratings reflect the intrinsic credit quality of the notes in the absence of the guarantee. The ratings on securities that are guaranteed or "wrapped" by a financial guarantor is the higher of a) the rating of the guarantor or b) the published underlying rating. The Current Ratings on the 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: MASTR Adjustable Rate Mortgages Trust 2006-OA2 Class Description: Cl. 1-A-3 -- Current Rating: Aaa, On Review for Possible Downgrade Financial Guarantor: Financial Security Assurance Inc. (Aaa on review for possible downgrade) -- Underlying Rating: Ba2 Class Description: Cl. 2-A-3 -- Current Rating: Aaa, On Review for Possible Downgrade Financial Guarantor: Financial Security Assurance Inc. (Aaa on review for possible downgrade) -- Underlying Rating: Ba2 Class Description: Cl. 4-A-2 -- Current Rating: Aaa, On Review for Possible Downgrade Financial Guarantor: Financial Security Assurance Inc. (Aaa on review for possible downgrade) -- Underlying Rating: Ba2 Issuer: MASTR Adjustable Rate Mortgages Trust 2007-1 Class Description: Cl. I-2A2 -- Current Rating: Aaa Financial Guarantor: Financial Security Assurance Inc. (Aaa on review for possible downgrade) -- Underlying Rating: Aaa Class Description: Cl. I-2A4 -- Current Rating: Aaa, On Review for Possible Downgrade Financial Guarantor: Financial Security Assurance Inc. (Aaa on review for possible downgrade) -- Underlying Rating: Baa1 Issuer: MASTR Adjustable Rate Mortgages Trust 2007-3 Class Description: Cl. 1-1A2 -- Current Rating: Placed on Review for Possible Downgrade, currently Aaa Financial Guarantor: Financial Security Assurance Inc. (Aaa on review for possible downgrade) -- Underlying Rating: Baa3 Class Description: Cl. 1-2A2 -- Current Rating: Placed on Review for Possible Downgrade, currently Aaa Financial Guarantor: Financial Security Assurance Inc. (Aaa on review for possible downgrade) -- Underlying Rating: Baa3 Class Description: Cl. 2-1A2 -- Current Rating: Placed on Review for Possible Downgrade, currently Aaa Financial Guarantor: Financial Security Assurance Inc. (Aaa on review for possible downgrade) -- Underlying Rating: A1 Class Description: Cl. 2-2A3 -- Current Rating: Aaa Financial Guarantor: Financial Security Assurance Inc. (Aaa on review for possible downgrade) -- Underlying Rating: Aaa Class Description: Cl. 2-2A6 -- Current Rating: Aaa, On Review for Possible Downgrade Financial Guarantor: Financial Security Assurance Inc. (Aaa on review for possible downgrade) -- Underlying Rating: A1 MATTRESS DISCOUNTERS: Files List of Assets, Liabilities ------------------------------------------------------- Bill Rochelle of Bloomberg News reports that Mattress Discounters Corp. filed schedules of assets and debts with the U.S. Bankruptcy Court for the District of Maryland, showing property on the books for $16.9 million against $31 million in liabilities. Inventory represented $6.7 million of the assets, according to the report. Debt includes $16.6 million in secured claims and $13.7 million owing to unsecured creditors, according to the report. The Court has scheduled a hearing for Oct. 6 to consider giving final approval to a $2 million loan, according to the report. About Mattress Discounters Based in Upper Marlboro, Md., Mattress Discounters Corp. is a specialty mattress retailer. The company and Mattress Discounters Corporation East filed separate petitions for Chapter 11 relief on Sept. 10, 2008 (Bankr. Md. Case Nos. 08-21642 and 08-21644). C. Kevin Kobbe, Esq., at DLA Piper LLP (US) represents the Debtors as counsel. When Mattress Discounters Corp. filed for protection from its creditors, it listed assets of between $10 million and $50 million, and debts of between $10 million and $50 million. This is the second bankruptcy filing for Mattress Discounters Corp. The Debtor first filed for Chapter 11 protection on Oct. 23, 2002 (Bankr. Md. Case No. 02-22330). Mary Joanne Dowd, Esq., at Arent Fox LLP, represented the Debtor as counsel. The Debtor emerged from its first bankruptcy filing on March 14, 2003. MERIT SECURITIES: Fitch Chips Class M-1 Issue Rating to 'BB+' ------------------------------------------------------------- Fitch Ratings has taken rating actions on Merit Securities Corps. manufactured housing issues: Series 12-1 -- Class A-3 affirmed at 'AAA'; -- Class M-1 downgraded to 'BB+' from 'BBB-'; -- Class M-2 affirmed at 'B'; -- Class B-1 remains at 'C/DR5'. MORGAN STANLEY: Moody's Puts Ba Underlying Rtngs to 2 Notes ----------------------------------------------------------- Moody's Investors Service has published the underlying ratings on certain insured notes and has taken action on these tranches accordingly. The ratings of these insured notes were previously derived from public ratings on non-sequential pari passu or more junior uninsured tranches of the same deals. The underlying ratings reflect the intrinsic credit quality of the notes in the absence of the guarantee. The ratings on securities that are guaranteed or "wrapped" by a financial guarantor is the higher of a) the rating of the guarantor or b) the published underlying rating. The Current Ratings on the 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: Morgan Stanley Mortgage Loan Trust 2006-15XS Class Description: Cl. A-2-B -- Current Rating: Aa2 Financial Guarantor: MBIA Insurance Corporation (A2 on review for possible downgrade) -- Underlying Rating: Aa2 Class Description: Cl. A-4-B -- Current Rating: A1 Financial Guarantor: MBIA Insurance Corporation (A2 on review for possible downgrade) -- Underlying Rating: A1 Class Description: Cl. A-5-B -- Current Rating: A1 Financial Guarantor: MBIA Insurance Corporation (A2 on review for possible downgrade) -- Underlying Rating: A1 Class Description: Cl. A-6-B -- Current Rating: A1 Financial Guarantor: MBIA Insurance Corporation (A2 on review for possible downgrade) -- Underlying Rating: A1 Issuer: Morgan Stanley Mortgage Loan Trust 2006-17XS -- Class Description: Cl. A-5-W -- Current Rating: Downgraded to A2 from Aaa; Placed Under Review for further Possible Downgrade Financial Guarantor: MBIA Insurance Corporation (A2 on review for possible downgrade) -- Underlying Rating: A3 Class Description: Cl. A-2-W -- Current Rating: Upgraded to Aa3 from A1 Financial Guarantor: MBIA Insurance Corporation (A2 on review for possible downgrade) -- Underlying Rating: Aa3 Issuer: Morgan Stanley Mortgage Loan Trust 2007-10XS Class Description: Cl. A-1-W -- Current Rating: Aaa Financial Guarantor: MBIA Insurance Corporation (A2 on review for possible downgrade) -- Underlying Rating: Aaa Class Description: Cl. A-3-W -- Current Rating: Downgraded to A2 from Aaa; Placed Under Review for further Possible Downgrade Financial Guarantor: MBIA Insurance Corporation (A2 on review for possible downgrade) -- Underlying Rating: Ba2 Issuer: Morgan Stanley Mortgage Loan Trust 2007-8XS Class Description: Cl. A-1-W -- Current Rating: Aaa Financial Guarantor: MBIA Insurance Corporation (A2 on review for possible downgrade) -- Underlying Rating: Aaa Class Description: Cl. A-3-W -- Current Rating: Downgraded to A2 from Aaa; Placed Under Review for further Possible Downgrade Financial Guarantor: MBIA Insurance Corporation (A2 on review for possible downgrade) -- Underlying Rating: Ba3 MW JOHNSON: U.S. Trustee Wants Case Converted to Chapter 7 ---------------------------------------------------------- Bill Rochelle of Bloomberg News reports that Habbo G. Fokkena, the United States Trustee for Region 12, asked the U.S. Bankruptcy Court for the District of Minnesota to convert the Chapter 11 case of M.W. Johnson Construction, Inc., to a liquidation in Chapter 7 under guidance of a trustee, now that the Debtor has liquidated its last real estate assets. The U.S. Trustee says creditors are considering a liquidating Chapter 11 plan, though none yet has been filed according to the report. The Court will consider the request on Oct. 22, according to the report. Lakeville, Minnesota-based M.W. Johnson Construction Inc. -- http://www.mwjohnson.com/-- and M.W. Johnson Construction of Florida Inc. are custom homebuilders. They filed their chapter 11 petition on June 13, 2008 (Bankr. D. Minn. Case Nos. 08-32874 and 08-32876). Judge Robert J. Kressel presides over the case. Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman, represent the Debtors in their restructuring efforts. The Debtors' schedules showed $62,400,721 in total assets and $54,673,496 in total liabilities. An Official Committee of Unsecured Creditors has been appointed in this case. The Committee has retained Hinshaw & Culbertson LLP as its attorneys. NORTH CREEKSIDE: Case Summary & 14 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: North Creekside Apartments, LLC 1764 N Leverett Avenue Fayetteville, AR 72703 Bankruptcy Case No.: 08-73919 Chapter 11 Petition Date: September 30, 2008 Court: Western District of Arkansas (Fayetteville) Debtor's Counsel: Stanley V. Bond, Esq. Attorney-at-Law attybond@me.com P.O. Box 1893 Fayetteville, AR 72701-1893 Tel: (479) 444-0255 Fax: (479) 444-7141 Total Assets: $4,669,777 Total Debts: $5,931,606 North Creekside Apartments, LLC 's chapter 11 petition with a list of 14 largest unsecured creditors is available for free at: http://researcharchives.com/t/s?3343 NORTHERN LIGHTS: Court Reinstates Chapter 11 Bankruptcy Case ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of New York has reinstated Northern Lights, Inc.'s Chapter 11 case a day after he dismissed the case, James Schlett of the Daily Gazette (Schenectady, NY) reported last week. According to Mr. Schlett, Judge Robert Littlefield vacated his order dismissing Northern Lights' case after a creditor's attorney admitted his request for that dismissal was "submitted in error." The request was made by the American Society of Composers, Authors and Publishers after it claimed Northern Lights had failed to pay a quarterly licensing agreement fee that was due Sept. 15. As reported in the Troubled Company Reporter on Feb. 19, 2008, TicketMaster sued Northern Lights alleging non-payment of one of two licenses required in playing copyrighted music. Northern Lights lost the case and had to pay $60,000 to management companies. Northern Lights subsequently filed for Chapter 11. About Northern Lights Based in Clifton Park, New York, Northern Lights, Inc., operates a concert hall that holds 1,000 people. The company filed for Chapter 11 relief on Feb. 14, 2008 (Bankr. N.D. N.Y. Case No. 08-10380). Richard Weiskoph, Esq., at O'Connell and Aronowitz represented the Debtor as counsel. Northern Lights listed assets of $77,034 and debts of $107,758, based on documents filed by owner J. Kip Finck. OAKWOOD MORTGAGE: Fitch Trims Ratings on Classes of Housing Issues ------------------------------------------------------------------ Fitch Ratings has taken rating actions on Oakwood Mortgage Investors, Inc. manufactured housing issues: Series 1995-A -- Class B-1 downgraded to 'C/DR4' from 'CC/DR2'. Series 1995-B -- Class B-1 revised to 'C/DR4' from 'C/DR3'. Series 1996-A -- Class A-4 upgraded to 'AAA' from 'AA+'; -- Class B-1 remains at 'CC/DR3'; -- Class B-2 remains at 'C/DR4'. Series 1996-B -- Class A-6 affirmed at 'A'; -- Class B-1 revised to 'C/DR4' from 'C/DR3'. Series 1996-C -- Class A-6 affirmed at 'A'; -- Class B-1 revised to 'C/DR4' from 'C/DR3'. Series 1997-A -- Class A-6 affirmed at 'A'; -- Class B-1 revised to 'C/DR4' from 'C/DR3'. Series 1997-B -- Class A-4 affirmed at 'AAA'; -- Class A-5 affirmed at 'AAA'; -- Class M upgraded to 'A+' from 'BBB+'; -- Class B-1 remains at 'C/DR4'. Series 1997-C -- Class A-3 affirmed at 'AAA'; -- Class A-4 affirmed at 'AAA'; -- Class A-5 affirmed at 'AAA'; -- Class A-6 affirmed at 'AAA'; -- Class M upgraded to 'A' from 'BBB'; -- Class B-1 remains at 'C/DR3'. Series 1997-D -- Class A-3 affirmed at 'AAA'; -- Class A-4 affirmed at 'AAA'; -- Class A-5 affirmed at 'AAA'; -- Class M affirmed at 'BB'; -- Class B-1 remains at 'C/DR5'. Series 1998-B -- Class A-3 affirmed at 'A+'; -- Class A-4 affirmed at 'A+'; -- Class A-5 affirmed at 'A+'; -- Class M-1 remains at 'C/DR3'; -- Class M-2 remains at 'C/DR6'. Series 1998-C -- Class A affirmed at 'BBB-''; -- Class A-1 ARM affirmed at 'BBB-'; -- Class M-1 remains at 'C/DR4'; -- Class M-2 remains at 'C/DR6'. Series 1999-A -- Class A-2 affirmed at 'BB'; -- Class A-3 affirmed at 'BB'; -- Class A-4 affirmed at 'BB'; -- Class A-5 affirmed at 'BB'; -- Class M-1 remains at 'C/DR4'; -- Class M-2 remains at 'C/DR6'. Series 1999-B -- Class A-2 affirmed at 'B'; -- Class A-3 affirmed at 'B'; -- Class A-4 affirmed at 'B'; -- Class M-1 remains at 'C/DR5'. Series 1999-C -- Class A-2 affirmed at 'B'; -- Class M-1 remains at 'C/DR5'. Series 1999-E -- Class A-1 affirmed at 'B'; -- Class M-1 remains at 'C/DR5'; -- Class M-2 remains at 'C/DR6'. Series 2000-A -- Class A-2 remains at 'CC/DR2'; -- Class A-3 remains at 'CC/DR2'; -- Class A-4 remains at 'CC/DR2'; -- Class A-5 remains at 'CC/DR2'; -- Class M-1 remains at 'C/DR6'. Series 2000-B -- Class A-1 remains at 'C/DR3'. Series 2000-D -- Class A-3 downgraded to 'C/DR4' from 'A'; -- Class A-4 revised to 'C/DR4' from 'C/DR3'; -- Class M-1 remains at 'C/DR6'. Series 2001-B -- Class A-2 rated 'BB+', removed from Rating Watch Negative; -- Class A-3 rated 'BB+', removed from Rating Watch Negative; -- Class A-4 rated 'BB+', removed from Rating Watch Negative; -- Class M-1 remains at 'C/DR5. O & K DEVELOPMENT: Case Summary & Two Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: O. & K. Development Co. P.O. Box 31233 Phoenix, AZ 85046 Bankruptcy Case No.: 08-13534 Chapter 11 Petition Date: October 2, 2008 Court: District of Arizona (Phoenix) Judge: George B. Nielsen Jr. Debtor's Counsel: Dennis J. Wortman, Esq. djwortman@azbar.org Dennis J. Wortman, P.C. 202 East Earll Drive, Suite 490 Phoenix, AZ 85012 Tel: (602) 257-0101 Fax: (602) 279-5650 Estimated Assets: $1,000,000 to $10,000,000 Estimated Debts: $100,000 to $500,000 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/azb08-13534.pdf OPEN DOOR: U.S. Trustee Schedules 341(a) Meeting for October 14 --------------------------------------------------------------- The United States Trustee for the Southern District of Texas will convene a meeting of creditors of Open Door Community Church at 1:00 p.m., on Oct. 14, 2008, at 515 Rusk Suite 3401 in Houston, Texas. 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 Manvel, Texas, Open Door Community Church is a religious organization, which filed for Chapter 11 protection on Aug. 29, 2008 (Bankr. S.D. Tex. Case No. 08-35666). Margaret Maxwell McClure, Esq., in Houston, Texas, represents the Debtor. When the Debtor filed for protection from its creditors, it listed an unknown amounts of both its assets and debts. OPEN ENERGY: David & Monica Gelbaum Disclose 86.4% Equity Stake --------------------------------------------------------------- David Gelbaum and Monica Chavez Gelbaum disclosed in a Securities and Exchange Commission filing that, as trustees of The Quercus Trust, they may be deemed to beneficially own 735,120,221 shares of Open Energy Corporation's common stock, representing 86.4% of the 851,028,118 shares issued and outstanding. Based in Solana Beach, Calif., Open Energy Corporation (OTC BB: OEGY) -- http://www.openenergycorp.com -- a renewable energy company, focuses on the development and commercialization of a portfolio of solar technologies for residential, commercial, and industrial applications. The company designs, manufactures, and distributes building-integrated photovoltaic roofing tiles, roofing membranes, and architectural photovoltaic glass products under the SolarSave(R) trade name. * * * As reported in the Troubled Company Reporter on Sept. 24, 2008, Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego raised substantial doubt about the ability of Open Energy 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. ORIGEN FINANCIAL: Fitch Keeps 'C/DR6' Rating on Class M-2 Issue --------------------------------------------------------------- Fitch Ratings has taken rating actions on Origen Financial Inc. manufactured housing issue: Series 2001-A -- Class A-5 upgraded to 'AA-' from 'A+'; -- Class A-6 affirmed at 'BBB-'; -- Class A-7 affirmed at 'BBB-'; -- Class M-1 remains at 'C/DR4'; -- Class M-2 remains at 'C/DR6'. OSI RESTAURANT: S&P Cuts $1.3 Bil. Term Loan Rating to 'B' ---------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on Tampa, Florida-based OSI Restaurant Partners LLC, including its corporate credit rating to 'B-' from 'B'. S&P also lowered the issue rating on the company's $1.3 billion term loan 'B' to 'B+' from 'BB-' while the recovery rating remains at '1', indicating S&P's expectation for very high recovery in the event of a payment default. In addition, S&P lowered the rating on OSI's $550 million notes to 'CCC' from 'CCC+', and the recovery rating on the notes remains at '6', indicating S&P's expectation for negligible recovery in the event of a payment default. The outlook is stable. "The downgrade reflects OSI's weaker-than-expected operating performance and thinning cash flow protection measures," said Standard & Poor's credit analyst Ana Lai. Sales trends have been negative at OSI for the past several quarters, including at its core concept, Outback Steakhouse, because of an overall decline in the casual-dining segment and a highly competitive environment. PACIFIC COAST: S&P Junks Cl. B Notes Rtng & Puts Under Neg. Watch ----------------------------------------------------------------- Standard & Poor's Ratings Services lowered its rating on Pacific Coast CDO Ltd.'s class B notes to 'CC' and placed its rating on the class A notes on CreditWatch with negative implications. The 'CC' ratings on the class C-1 and C-2 notes are unaffected by these actions. Pacific Coast CDO Ltd. is a cash flow collateralized debt obligation of asset-backed securities that was originated in September 2001. The lowered rating and CreditWatch placement reflect the negative migration in the credit quality of the underlying collateral and the increase in defaults since the last rating action in October 2005. Based on the Aug. 31, 2008, trustee report, 43.57% ($90.91 million) of the total securities in the underlying collateral pool have speculative-grade ratings, up from 30.11% ($117.897 million) as of the Sept. 30, 2005, trustee report. In the same period of time, the trustee reports show an increase of 8.67% in defaulted securities (to $110.46 million from $101.56 million). The class A notes have paid down approximately $323.789 million since the transaction was issued in September 2001. Rating Lowered Pacific Coast CDO Ltd. Rating ------ Class To From Current balance ----- -- ---- --------------- B CC B+ $96,000,000 Rating Put on Creditwatch Negative Pacific Coast CDO Ltd. Rating ------ Class To From Current balance ----- -- ---- --------------- A AAA Watch/Neg AAA $126,211,000 Other outstanding Ratings Pacific Coast CDO Ltd. Class Rating Current balance ----- ------ --------------- C-1 CC $25,449,000 C-2 CC $10,746,000 PARCS MASTER: Moody's Trims $19MM Class 2006-4 Trust Rating to Ba3 ------------------------------------------------------------------ Moody's Investors Service has downgraded its rating of the Class 2006-4 Montaigne (Floating Recovery) Units issued by PARCS Master Trust: Class Description: $19,000,000 Class 2006-4 Montaigne (Floating Recovery) Units due September 2014 -- Prior Rating: Ba1 -- Prior Rating Date: 9/19/2008 -- Prior Rating: Ba3 According to Moody's, the rating action is the result of deterioration in the credit quality of the transaction's reference portfolio, which includes but is not limited to exposure to Lehman Brothers Holdings Inc., which filed for protection under Chapter 11 of the U.S. Bankruptcy Code on Sept. 15, 2008, Washington Mutual Inc., which was seized by federal regulators on Sept. 25, 2008 and subsequently virtually all of its assets were sold to JPMorgan Chase, and Fannie Mae and Freddie Mac, which were placed into the conservatorship of the U.S. government on September 8, 2008. PENNSYLVANIA REAL: Fitch Holds & Withdraws Ratings; Outlook Stable ------------------------------------------------------------------ Fitch Ratings affirmed and simultaneously withdraws the ratings of Pennsylvania Real Estate Investment Trust as: -- Issuer Default Rating affirmed at 'BB'; -- Exchangeable senior notes affirmed at 'BB'; -- Preferred stock (indicative) affirmed at 'B+'. Fitch has revised the Rating Outlook to Stable from Positive. Fitch will no longer provide analytical coverage of this issuer. PINNACLE ENT: Fitch Holds 'B' IDR; Changes Outlook to Negative -------------------------------------------------------------- Fitch Ratings has revised Pinnacle Entertainment's Outlook to Negative from Stable and affirmed PNK's ratings as: -- Issuer Default Rating at 'B'; -- Bank facility at 'BB/RR1'; -- Subordinated notes at 'BB-/RR2'. The ratings apply to its $625 million bank credit facility and to $795 million of subordinated notes. The Negative Outlook reflects the deteriorating consumer operating environment and a slow ramp up of Lumiere Place in St. Louis, Missouri. Pinnacle's adjusted EBITDA has declined from $169 million in 2007 to $152 million in the last 12 months ended June 30, 2008. Lumiere Place opened in December 2007, but the operating ramp up has been slower than anticipated as it is not expected to generate positive EBITDA until this quarter. Given the consumer weakness that is not likely to abate in the near- term, Fitch expects a lower EBITDA contribution from Lumiere in 2008 and 2009 than it previously expected, while results at other properties will also likely be under pressure. In addition, Pinnacle's credit facility covenants tighten significantly in 2009. The company's leverage covenant in its credit facility is currently 7.25x and it steps down to 7.0x by year-end 2008, 6.5x by March 31, 2009, 6.0x by June 30, 2009, and 5.5x by December 31, 2009. Fitch believes there is increased likelihood of Pinnacle seeking covenant relief with respect to its credit facility in 2009. With $916 million of debt at the end of Q2'08, Pinnacle's leverage based on reported adjusted EBITDA was 6.0x. Although the company may need to address the terms in its credit facility in an unfriendly credit market, Fitch believes that Pinnacle has ample flexibility in order to delay a covenant breach or negotiate reasonable amendments. For example, Pinnacle can slow spending on River City, its second St. Louis project, or potentially mothball the project altogether for a period of time, thereby becoming free cash flow positive. For a temporary delay, Pinnacle is only required to pay St. Louis County $4 million in annual rent if River City is not opened by Aug. 11, 2009 and it recently pushed back the expected opening to late 2009/early 2010 from mid 2009. Also, Pinnacle can add its Argentina operations, which generates roughly $12 million in annual EBITDA, to the credit facility's restricted group as it is currently unrestricted. Pinnacle's debt maturity profile is attractive. The credit facility matures in Dec. 2010, while the first of its sub notes does not mature until 2012. So although Pinnacle may need some sort of covenant relief in 2009, a larger refinancing may be delayed depending on the credit market environment. Current ratings incorporate the expectation that the company's development pipeline after River City is effectively on hold until the credit markets improve. Draws on the credit revolver, which had an outstanding balance of $125 million as of June 30, 2008, are limited to $350 million due to the existence of a senior debt incurrence limitation in one of its subordinate bond indentures. These scenarios could trigger a downgrade of the IDR to 'B-': -- The operating environment continues to deteriorate, particularly with respect to the ramp up of Lumiere Place. -- River City spending continues or accelerates, preventing free cash flow generation and pushing financial metrics against bank facility covenants in 2009. -- The credit market environment continues to deteriorate, which hinders Pinnacle's ability to negotiate acceptable covenant waiver terms in 2009 and creates a poor outlook for the full refinancing in 2010. At such time, Fitch would review the underlying free cash flow outlook. These scenarios could trigger a return to a Stable Outlook from Negative: -- The operating environment stabilizes, the ramp up of Lumiere Place accelerates, and Missouri repeals the $500 loss limit in a November referendum. -- River City spending is delayed or the project is mothballed for a period, enabling free cash flow generation and a greater ability to self-fund the project, reducing the reliance on external financing. -- The credit environment stabilizes, terms for any covenant waivers in 2009 are reasonable, and the outlook for the full refinancing in 2010 improves. At such time, Fitch would review the underlying free cash flow outlook. PNM RESOURCES: Fitch Assigns 'BB' Issuer Default Rating ------------------------------------------------------- Fitch has assigned Issuer Default Ratings of 'BB' for PNM Resources and its primary operating utility subsidiary, Public Service Company of New Mexico. Fitch has also assigned an IDR of 'BB+' to Texas New Mexico Power Company and short-term IDRs of 'B' for PNMR, PNM, and TNMP. At the same time, Fitch has established individual PNMR and subsidiary instrument ratings as: PNMR -- Senior unsecured notes 'BB'; -- Revolving credit agreement 'BB'. PNM -- Secured PCRBs 'BBB-'; -- Senior unsecured notes 'BB+'; -- Unsecured PCRBs 'BB+'; -- Term Loan/credit facility 'BB+'; -- Preferred securities 'BB'. TNMP -- Senior unsecured notes 'BBB-'; -- Term Loan/credit facility 'BBB-'. The Rating Outlook is Stable. The ratings reflect PNMR's high debt leverage and operating challenges confronting its core operating utility subsidiary, PNM, and the higher risk profile and poor performance at PNMR's unregulated Texas retail power supply business, First Choice Power. The ratings also consider PNMR's plan to focus on a more traditional regulated utility model, use proceeds from the sale of PNM Gas to reduce debt and possible sale of PNMR's retail supply business. PNMR recently announced that it is evaluating strategic options for FCP, in the wake of earnings volatility and trading losses experienced in recent quarters. In Fitch's view, the divestiture of FCP, if accomplished, would meaningfully improve the company's business risk profile. Following large first-half 2008 trading and operating losses at FCP, management has suspended speculative trading and is focused on preserving margin and customer retention. In addition, Texas regulators have taken steps to address ERCOT market dislocations and congestion pricing issues. Nonetheless, future earnings shocks at FCP cannot be ruled out as PNMR continues to evaluate its strategic options for FCP. On the operating front, power plant performance deteriorated at PNM in 2007. In addition, New Mexico regulators delayed PNM's general rate case, effectively extending the utility's five-year rate freeze into the second quarter of 2008. High gas prices, frozen tariffs and higher purchased power requirements due to poor power plant performance were major contributing factors to weak earnings and cash flows evident in PNM's 2007 and first-half 2008 results. Important to note, the adoption by the New Mexico Public Regulation Commission of a temporary purchased power and fuel adjustment clause meaningfully lowers risk. In addition, the final PRC order in PNM's GRC authorized a $34 million revenue increase, approximately $10 million above the $24 million recommendation in the hearing examiner's proposed order. Fitch expects PNMR to use the $460 million of estimated after-tax proceeds from the pending sale of its New Mexico natural gas distribution business to reduce utility and holding company debt. On Aug. 20, 2008, the company announced that it reached a stipulation for approval of PNM's proposed sale of its natural gas distribution business with key interveners. The PRC is not bound by the agreement. Hearings have been completed and a final order is expected around year-end 2008. Final approval of the stipulation would be a constructive regulatory development, in Fitch's view. Going forward, Fitch expects PNM's operating earnings and cash flows to improve somewhat as the result of PRC approval of PNM's PPFAC, higher rates authorized by the commission in the utility's last GRC, and improved power plant performance. Further improvement in PNMR's credit metrics will require, in addition to better management execution, regulatory outcomes that will allow the company to earn a reasonable return on investment, especially in light of PNM's large capital requirements. Future regulatory outcomes that result in further erosion to PNM and PNMR's already weak credit metrics is a primary concern for PNM and PNMR investors that could lead to future ratings downgrades. Similarly, Fitch's ratings for TNMP assume that the utility will be able to recover prudent investment in plant and equipment. The TNMP ratings also consider the utility's relatively low business risk and higher anticipated costs associated with recent and anticipated debt maturities. Unexpected regulatory decisions that result in future earnings and cash flows meaningfully below Fitch's expectations could result in future credit rating downgrades. Financing costs are expected to be higher in 2009 as PNMR has substantial financing needs over the next 18 months. As of Aug. 4, 2008, PNMR and its subsidiaries had approximately $1.1 billion available under credit, term loan and letter of credit facilities totaling $1.6 billion. Bank lines, along with planned divestiture proceeds, should provide adequate liquidity on a consolidated basis. POMARE LTD: Files Chapter 11 Bankruptcy Protection -------------------------------------------------- Bill Rochelle of Bloomberg News reports that Pomare, Ltd., now known as Hilo Hattie, filed for Chapter 11 bankruptcy protection on Oct. 2, 2008, in the U.S. Bankruptcy Court for the District of Hawaii (Case No. 08-01448). The filing resulted from "aggressive expansion" and a drop in tourist traffic, according to the report. The Debtor revealed that revenue for the fiscal year ended October 2007 was $56 million, resulting in a $4.6 million loss. North Tustin Partners, Inc., 87 percent owner, is offering $5 million in financing, according to the report. There are no blanket liens on the assets, according to the report. Honolulu, Hawaii-based Pomare, Ltd. makes and sells men's clothing. Chuck C. Choi, Esq., and James A. Wagner, Esq., at Wagner Choi & Evers represent the Debtor. In its filing, the Debtor listed assets of $21.5 million and debts of $23.2 million as of Sept. 27. POMARE LTD: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Pomare, Ltd. dba Hilo Hattie 700 North Nimitz Hwy. Honolulu, HI 96817 Bankruptcy Case No.: 08-01448 Type of Business: The Debtor makes and sells men's clothing. Chapter 11 Petition Date: October 2, 2008 Court: District of Hawaii (Honolulu) Judge: Robert J. Faris Debtor's Counsel: Chuck C. Choi, Esq. cchoi@wcelaw.com James A. Wagner, Esq. wcelaw@wcelaw.com Wagner Choi & Evers 745 Fort Street, Suite 1900 Honolulu, HI 96813 Tel: (808) 533-1877 Fax: (808) 566-6900 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 ------ --------------- ------------ Maui Divers of Hawaii Ltd. $1,250,500 1520 Liona Street Honolulu, HI 96814 Royal Hawaiian Creations $798,434, 500 Ala Kawa #102-C Honolulu, Hi 96817 deVille, Paul promissory note $723,140 606 Hakaka Street Honolulu, HI 96817 Uemura, Kenneth promissory note $209,468 Island Import Co. Inc. $200,291 MV Enterprises Inc. $192,180 Reed, John promissory note $180,000 Roberts Hawaii Tours, Inc. $173,189 This Week Publications $172,047 Cisco Systems Capital Corp. $153,755 Nani Makana $144,843 Kramer, Carlton promissory note $142,300 Young, Lena promissory note $122,763 Active Sportswear $120,545 Hamakua Macadamia Nut Co. $107,329 Tinas Creations $106,704 The Islander Group $104,530 Chiefly Company Ltd. $102,312 Island Heritage $102,013 Dias, Chad $99,609 RED MILE: Posts $1 Million Net Losses for Quarter Ended June 30 --------------------------------------------------------------- Red Mile Entertainment, Inc. posted $1,009,611 in net losses on $37,087 in net revenues for the first quarter ended June 30, 2008, as compared with $1,376,844 in net losses on $274,422 in net revenues for the same period ended June 30, 2007. At June 30, 2008, the company's balance sheet showed $9,510,965 in total assets, US$6,998,864 in total liabilities, and $2,512,101 in total stockholders' equity. As of June 30, 2008, the company had $33,938,950 in accumulated deficit. A full-text copy of Red Mile's financial report for the first quarter ended June 30, 2008, is available for free at http://ResearchArchives.com/t/s?333e About Red Mile Headquartered in Sausalito, California, Red Mile Entertainment, Inc., (OTC BB: RDML.OB) -- http://www.redmileentertainment.com/-- is a worldwide developer and publisher of interactive entertainment software. Red Mile creates, incubates, and licenses premier intellectual properties and develops products for console video-game systems, personal computers, and other interactive entertainment platforms. Going Concern Doubt San Francisco-based Burr, Pilger & Mayer LLP raised substantial doubt on the ability of Red Mile Entertainment, Inc., 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 and accumulated deficit of $32,900,000 at March 31, 2008. The company has sustained substantial operating losses since inception of $32,929,339 at March 31, 2008, and has incurred negative cash flows from operations. RELIANT ENERGY: Merrill Lynch Waives Compliance Until October 31 ---------------------------------------------------------------- Reliant Energy, Inc., and Merrill Lynch have agreed to take steps to end their credit-enhanced retail structure, given the current operating environment and Reliant's decision to develop a new retail strategy aimed at lowering collateral requirements and providing more consistent earnings. The company has obtained commitments for $1 billion in new capital to support its business to facilitate the transition. "Our retail results in 2008 have been disappointing, due in part to the recent impact of Hurricane Ike," Mark Jacobs, president and chief executive officer, Reliant Energy, said. "We have also faced unprecedented turmoil in the financial markets. To address these challenges, we have determined that terminating our credit-enhanced retail structure in an orderly manner is appropriate." "We have arranged for $1 billion of additional capital," added Mr. Jacobs. "Combined with current liquidity of $1.2 billion, we will have adequate liquidity to facilitate the termination of the credit-enhanced retail structure. Certainly, conditions for raising additional capital are not favorable, however, on balance we believe these steps are in our best long-term interests." Reliant Energy disclosed that it is also revising its 2008 outlook downward to reflect the financial impact of Hurricane Ike and lower commodity prices in its wholesale business. The company has lowered its retail contribution margin outlook for 2008 by $300 million to $350 million as a result of the effects of Hurricane Ike, including reduced sales volumes, the sale of excess supply during this time, updates to retail pricing assumptions and increased storm-related operating costs. In response to its intention to terminate the credit-enhanced retail structure and current operating environment, Reliant is developing a new retail strategy aimed at lowering collateral requirements and providing more consistent earnings. Commodity prices have fallen significantly since the company provided its most recent outlook. In addition, third quarter results were impacted by mild weather and reduced off-peak prices. The company estimates that its outlook for 2008 open wholesale contribution margin will be approximately $480 million lower than its previous outlook. These outlook updates exclude any financial impact arising from termination of the credit-enhanced structure. Reliant has arranged for $1 billion in additional capital consisting of a commitment for a $650 million term loan from GS Loan Partners and an agreement to issue $350 million of convertible preferred stock to the energy private equity firm of First Reserve Corporation. Each of these arrangements is contingent upon completion of definitive agreements and, among other things, reaching definitive agreements with Merrill Lynch regarding termination of the credit-enhanced retail structure. Reliant and Merrill Lynch have agreed to use their efforts to negotiate definitive agreements before Oct. 31, 2008. Merrill Lynch has waived compliance with the minimum adjusted EBITDA covenant in the $300 million retail working capital facility through Oct. 31, 2008, so long as all other covenants are complied with, and Reliant has agreed to not draw on the retail working capital facility. Material Terms of New Financing Arrangements The commitment with GS Loan Partners, dated Sept. 29, 2008, for a $650 million senior secured term loan includes these material terms: -- November 2012 maturity; -- issue at 4% closing payment; -- initial interest at LIBOR plus 4.50% with LIBOR floor of 3.75%, or a base rate plus 3.50% with a base rate floor of 4.75%; -- 10% prepayment premium on the amount prepaid during the first year, 5% during the second year, 3% during the third year and no prepayment premium thereafter; -- equally secured with the same collateral that secures Reliant's revolving credit agreement, senior secured notes, and PEDFA Guarantees; -- its subsidiaries, except those contractually prohibited from doing so, will be guarantors; -- minimum availability and maximum hedging limitations; and -- specified levels for the ratios of adjusted net secured debt and total debt to adjusted net earnings (loss) before interest expense, interest income, income taxes, depreciation and amortization (consolidated secured leverage and total leverage ratios). The agreement with First Reserve Fund XII L.P., dated Sept. 29, 2008, providing for the purchase of 350,000 shares of Reliant convertible participating preferred stock at $1,000 per share provides for these terms: -- cumulative quarterly cash dividends, payable at 14% per annum; -- convertible at lesser of $11 and lowest 20-day volume weighted average price of our common stock during the six months after closing, with a floor of $8.00; -- holders may require redemption of the preferred stock upon a change of control at the greater of (i) face amount plus accrued and unpaid dividends, plus a make-whole premium if the redemption is before the fifth anniversary or (ii) the amount received by common stock holders on an as-converted basis; -- the company may redeem the preferred stock after the third anniversary for the face amount plus accrued and unpaid dividends, plus a make-whole premium if the redemption is before the fifth anniversary; -- holders may require redemption any time after the seventh anniversary for the face amount plus accrued and unpaid dividends; and -- First Reserve may designate one director to our board so long as it retains 50% of the initial convertible preferred stock or the common stock issued upon conversion. Full-text copies of the commitment letter with GS Loan Partners and the letter agreement with First Reserve are available for free at: http://ResearchArchives.com/t/s?331b http://ResearchArchives.com/t/s?331c About Reliant Energy Inc. Headquartered in Houston, Texas, Reliant Energy Inc. (NYSE: RRI) - http://www.reliant.com/-- provides electricity and energy services to retail and wholesale customers in the United States. In Texas, the company provides service to nearly 1.9 million retail electricity customers, including residential and small business customers and commercial, industrial, governmental and institutional customers. Reliant also serves commercial, industrial, governmental and institutional customers in the PJM, Pennsylvania, New Jersey and Maryland market. The company is an independent power producers in the nation with approximately 16,000 megawatts of power generation capacity across the United States. These strategically located generating assets utilize natural gas, fuel oil and coal. * * * As reported in the Troubled Company Reporter on Aug. 12, 2008, Fitch Ratings has affirmed the ratings of Reliant Energy Inc. and revised the Ratings Outlook to Stable from Positive. Approximately $3 billion of debt is affected. The ratings affirmed were: (i) issuer default rating 'B'; (ii) senior secured debt 'BB/RR1'; (iii) senior unsecured debt 'B+/RR2'; and (iv) short-term IDR 'B'. RELIANT ENERGY: Fitch Affirms Ratings; Revises Outlook to Negative ------------------------------------------------------------------ Fitch Ratings has affirmed the Issuer Default Rating and outstanding debt ratings for Reliant Energy Inc. as: -- IDR 'B'; -- Senior secured debt 'BB/RR1'; -- Senior unsecured debt 'B+/RR2'; -- Short-term IDR 'B'. Fitch has also revised RRI's Rating Outlook to Negative from Stable The Outlook revision follows RRI's announcement that it is revising its 2008 outlook downward due to the financial impact of Hurricane Ike on the company's retail business and lower prices at its wholesale power business. In addition, RRI announced that it would be ending their credit-enhanced retail structure with Merrill Lynch and raising $1 billion in new capital in the form of a $650 million term loan and $350 million in convertible preferred stock to help facilitate the unwinding of the credit sleeve. The Negative Outlook reflects less favorable prospects facing RRI's core retail and wholesale power businesses, along with the unwinding of the credit sleeve. Fitch had viewed the establishment of the Credit Sleeve favorably as it effectively allowed RRI to use Merrill Lynch's balance sheet to support the hedging and collateral obligations of its retail business. The absence of this sleeve creates additional capital requirements that were not necessarily considered in Fitch's current ratings. In addition, the Outlook revision reflects expectations that RRI's earnings and cash flow will be significantly lower than Fitch originally anticipated, likely reversing recent improvements in the company's credit metrics. A thorough review of RRI's proposed changes to its retail strategy will influence Fitch's future Outlook and ratings analysis. Fitch believes that the $1 billion in new capital raised, in addition to, RRI's current liquidity position of $1.2 Billion should be more than adequate to cover the unwinding of the credit sleeve. Operating EBITDA and cash flow at RRI's retail business continues to underperform and margin stability has proven to be elusive. Additionally, operating with a merchant model, near term prospects for RRI's wholesale generating portfolio is mixed. With gas on the margin in most of RRI's coal-fired generating fleet operating area, RRI has experienced contraction in dark spreads as natural gas prices have trended lower in recent periods. On the other hand, natural gas fired combined cycle plants will likely see higher dispatch. The affirmed 'BB/RR1' rating reflects the superior recovery prospects for these debt obligations. 'RR1' Recovery Ratings ratings have recovery prospects of over 90%. The senior unsecured rating of 'B+/RR2' reflects the structural subordination of this debt, and weaker recovery prospects. RENAISSANCE CUSTOM: Court Consolidates Case with Affiliates ----------------------------------------------------------- Terry Brennan of The Deal.com reports that the U.S. Bankruptcy Court for the District of Oregon consolidated the separate cases of Renaissance Custom Homes, LLC, and its two debtor-affiliates on Sept. 29, 2008. Headquartered in Lake Oswego and West Linn, Oregon, Renaissance Customs Homes LLC -- http://www.renaissance-homes.com/-- engages in residential real estate and home-building business. The company as about 34 full-time employees. The Debtors filed for Chapter 11 bankruptcy protection separately on September 25, 2008 (Bankr. D. Ore. Lead Case No. 08-35023). Albert N. Kennedy, Esq., Ava L. Schoen, Esq., and Timothy J. Conway, Esq., at Tonkon Torp LLP represent the Debtors. In its filing, the Lead Debtor listed between $100 million and $500 million in estimated assets and between $100 million and $500 million in estimated debts. RESIDENTIAL ASSET: Fitch Cuts Ratings on Two Classes to 'BB' ------------------------------------------------------------ Fitch Ratings downgraded two and affirmed one class of these residential mortgage-backed securities. Residential Asset Securities Corporation 2001-KS1 -- Class A-1-5 downgraded to ' BB' from 'BBB'; -- Class A-1-6 downgraded to ' BB' from 'BBB'; -- Class A-II affirmed at 'BBB'. Classes A-1-5, A-1-6 and A-II are insured by FGIC. Fitch's policy is to maintain ratings on insured transactions at the higher of the underlying rating of the insured transaction if rated by Fitch or the rating of the insurer. Fitch downgraded FGIC's Insurer Financial Strength rating to 'CCC' and also placed the IFS on Rating Watch Evolving. RICHARD HODGES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Richard Owen Hodges 454 W. Campbell Goodlettsville, TN 37072 Bankruptcy Case No.: 08-08904 Chapter 11 Petition Date: September 30, 2008 Court: Middle District of Tennessee (Nashville) Judge: Keith M. Lundin Debtor's Counsel: Steven L. Lefkovitz, Esq. Law Offices Lefkovitz & Lefkovitz 618 Church Street Suite 410 Nashville, TN 37219 Tel: (615) 256-8300 Fax: (615) 250-4926 E-mail: Stevelefkovitz@aol.com Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million North Creekside Apartments, LLC 's chapter 11 petition with a list of 20 largest unsecured creditors is available for free at: http://researcharchives.com/t/s?33443 ROBEX LLC: Case Summary & 13 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Robex, LLC 5830 Highway 161 Springfield, TN 37172 Bankruptcy Case No.: 08-0900 Chapter 11 Petition Date: October 1, 2008 Court: Middle District of Tennessee (Nashville) Judge: George C. Paine II Debtor's Counsel: Steven L. Lefkovitz, Esq. Law Offices Lefkovitz & Lefkovitz 618 Church Street, Suite 410 Nashville, TN 37219 Tel: (615) 256-8300 Fax: (615) 250-4926 E-mail: Stevelefkovitz@aol.com Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million Robex LLC's chapter 11 petition with a list of 13 largest unsecured creditors is available for free at: http://researcharchives.com/t/s?3345 SACO I: Fitch Cuts Ratings on Two Classes of Trusts --------------------------------------------------- Fitch Ratings has taken rating actions on SACO I Trust 2005-GP1: SACO I Trust 2005-GP1 -- Class A-1 affirmed at 'AAA'; -- Class A-2 affirmed at 'AAA'; -- Class M-1 affirmed at 'AAA'; -- Class M-2 downgraded to 'C/DR6' from 'BBB'; -- Class B-1 downgraded to 'C/DR6' from 'BBB-'. SIGNAL SECURITIZATION: Fitch Holds ‘BB-‘ Rating on Class A Issue ---------------------------------------------------------------- Fitch Ratings has taken rating actions on Signal Securitization Corp. manufactured housing issues: Series 1997-3 -- Class A affirmed at 'AAA'; -- Class B affirmed at 'BB'. Series 1998-1 -- Class A affirmed at 'AA-'. Series 1998-2 -- Class A affirmed at 'BB-'. SIRIUS XM: Taps KPMG LLP as Independent Accountant -------------------------------------------------- Sirius XM Radio Inc. disclosed in a Securities and Exchange Commission filing that the audit committee of its board of directors has approved the engagement of KPMG LLP as the company's independent registered accounting firm, as part of the merger integration process. Since 1997, KPMG has performed the audit of XM Satellite Radio Holdings Inc., which became the company subsidiary upon the closing of the merger on July 28, 2008. During the two most recent fiscal years and any subsequent interim period prior to the engagement of KPMG, neither the company nor anyone on its behalf consulted with KPMG, regarding either: -- the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the company's financial statements; or -- any matter that was either the subject of a "disagreement" or a "reportable event." Effective as of Sept. 23, 2008, the company dismissed Ernst & Young LLP as independent auditors. This action was approved by the audit committee of the board of directors. The reports of Ernst & Young on the company's financial statements for the fiscal years ended December 31, 2007 and 2006 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the years ended Dec. 31, 2007 and 2006 and through Sept. 23, 2008, there were no disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Ernst & Young, would have caused it to make reference to the subject matter of the disagreements in connection with its report, nor were there any "reportable events." Headquartered in New York, Sirius XM Radio Inc. -- http://www.sirius.com/-- formerly Sirius Satellite Radio Inc., is a satellite radio provider. The company offers over 130 channels to its subscribers, 69 channels of 100% commercial-free music and 65 channels of sports, news, talk, entertainment, traffic, weather and data content. Its primary source of revenue is subscription fees, with most of its customers subscribing to SIRIUS on either an annual, semi-annual, quarterly or monthly basis. The company derives revenue from activation fees, the sale of advertising on its non-music channels, and the direct sale of SIRIUS radios and accessories. Various brands of SIRIUS radios are Best Buy, Circuit City, Costco, Crutchfield, Sam's Club, Target and Wal- Mart. * * * Standard & Poor's Ratings Services affirmed its corporate ratings on Sirius XM Radio Inc. (CCC+) and XM Satellite Radio Holdings Inc., which S&P analyzes on a consolidated basis for purposes of the corporate credit rating, and removed them from CreditWatch with developing implications, where S&P placed them on March 4, 2008. The issue-level ratings on debt at New York City-based Sirius XM Radio Inc. and at Sirius' unrestricted subsidiaries, XM Satellite Radio Holdings Inc. and XM Satellite Radio Inc., remain on CreditWatch with developing implications until additional information becomes available regarding the ultimate capitalization and the effect of cost-saving plans and growth initiatives on secured and unsecured recovery at Sirius and XM. Upon S&P's examination of additional information, S&P could raise, affirm, or lower the issue-level ratings. The outlook is developing. SOUTHWEST CHARTER: May Use Arizona Bank Cash Collateral ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona granted Southwest Charter Lines, Inc., authority to use the cash collateral of Arizona Bank & Trust through Oct. 31, 2008, pursuant to a budget. The company needs access to the cash collateral to pay direct and indirect costs of its business. Arizona Bank & Trust shall have a continuing senior lien on the cash collateral of the Debtor. The Court also ordered the Debtor to pay $70,000 to Arizona Bank & Trust by Oct. 14, 2008. A budget for October 2008 is available for free at: http://researcharchives.com/t/s?334a Headquartered in Gilbert, Arizona, Southwest Charter Lines Inc. -- http://www.swcl.com/-- provides transportation services. The company filed for Chapter 11 bankruptcy protection on May 29, 2008 (D. Ariz. Case No. 08-06252). Donald W. Powell, Esq. at Carmichael & Powell PC, represents the Debtor as bankruptcy counsel. When the Debtor filed for Chapter 11 restructuring, it listed total assets of $12,907,933 and total debts of $12,352,275. STEERS CREDIT: Moody's Chips Rating to 'Ba2' on $40MM Certificates ------------------------------------------------------------------ Moody's Investors Service has downgraded its rating of the notes issued by Steers Credit Linked Trust, Torino Tranche, 2006-1: Class Description: $40,000,000 Trust Certificates -- Prior Rating: Baa2 -- Prior Rating Date: September 19, 2008 -- Current Rating: Ba2 According to Moody's, the rating action is the result of deterioration in the credit quality of the transaction's reference portfolio, which includes but is not limited to exposure to Lehman Brothers Holdings Inc., which filed for protection under Chapter 11 of the U.S. Bankruptcy Code on September 15, 2008, Washington Mutual Inc., which was seized by federal regulators on September 25, 2008 and subsequently virtually all of its assets were sold to JPMorgan Chase, and Fannie Mae and Freddie Mac, which were placed into the conservatorship of the U.S. government on September 8, 2008. STURGIS IRON: Will Auction Elkhart Mega-Shredder on Oct. 14 ----------------------------------------------------------- According to Metalbulletin.com, Sturgis Iron & Metal Co. will auction its idled Elkhart Mega-Shredder on Oct. 14, 2008. Sturgis Iron's Mega Shredder was the largest of its kind in North America, Disenfranchised American reported in May. The Mega- Shredder was built with private funding. It started operating in 2006. It is "the centerpiece of the Elkhart recycling facility" in northern Indiana that has more than 125 workers, Disenfranchised American states. Recycling Today Magazine said in May that the reported acquisition of the company's facilities -- primarily in Michigan and Indiana -- by Steel Dynamics Inc. in May 2008 didn't include the mega- shredder. WNDU.com reported in May that Sturgis Iron just leased the shredder from another party, which would disallow Sturgis Iron to sell the asset. The report says that the interested bidders had to contact the party that owns it and work out a deal with them. About Sturgis Iron Based in Sturgis, Michigan, Sturgis Iron & Metal Co., Inc., sells ferrous metal scrap & waste in wholesale. It also manufactures secondary nonferrous metals, and provides pre-finishing iron or steel processes services, finishing metal processing services, and smelting metal services. The company filed for chapter 11 protection on Apr. 4, 2008 (Bankr. W.D. Mich. Case No. 08-02966). Jay L. Welford, Esq., Judith Greenstone Miller, Esq., Paige Barr, Esq., Paul R. Hage, Esq. and Richard E. Kruger, Esq., at Jaffe Raitt Heuer & Weiss, P.C. represent the Debtor in its restructuring efforts. The Debtor selected Kurtzman Carson Consultants, LLC, as claims agent. Its special counsel is Dresser, Dresser, Haas & Caywood, P.C. The U.S. Trustee for Region 9 appointed an Official Committee of Unsecured Creditors in this case. The Committee proposed Winston & Strawn LLP as its counsel. As reported in the Troubled Company Reporter on May 13, 2008, the Debtor's summary of schedules shows total assets of $23,363,626 and total debts of $96,346,739. SUFFIELD CLO: Fitch Junks Ratings on Three Classes of Notes ----------------------------------------------------------- Fitch Ratings has downgraded five and affirmed four classes of notes issued by Suffield CLO, Ltd. These rating actions are effective immediately: -- $74,327,891 class I notes affirmed at 'AAA'; -- $53,000,000 class II notes affirmed at 'AA+'; -- $42,000,000 class III-A notes affirmed at 'A'; -- $15,000,000 class III-B notes affirmed at 'A'; -- $35,000,000 class IV notes downgraded to 'B' from 'BBB+'; -- $6,000,000 class V-A notes downgraded to 'CCC' from 'BB'; -- $15,000,000 class V-B notes downgraded to 'CCC' from 'BB'; -- $20,000,000 class K combo notes downgraded to 'B' from 'BBB+'; -- $14,700,000 class L combo notes downgraded to 'CC' from 'B/DR2'. Suffield is a collateralized loan obligation, which closed on Sept. 13, 2000, and is managed by Babson Capital Management LLC. The transaction exited its revolving period in September 2005. Suffield's portfolio is composed of 95.0% senior secured loans, 4.1% senior unsecured loans and 0.9% subordinate loans. The class III notes are comprised of the class III-A and III_B notes. The class V notes include the class V-A and V-B notes. Since the last review on December 19, 2007, the overall credit quality of the portfolio has migrated to 'B/B-' from 'B+/B'. Additionally, 4.7% of the portfolio is on Rating Watch Negative by at least one rating agency and another 21.4% is on Rating Outlook Negative. Furthermore, 15% of the portfolio assets are rated 'CCC' and lower, which is up from 2.2% rated 'CCC' and lower at the time of the last rating review. Since Suffield has concluded its reinvestment period principal proceeds have been and will continue to be used to redeem notes in order of priority. The class I notes have paid down approximately 14.7% and 79.6% since the last rating review and the closing date, respectively. As a protection to note-holders, Suffield includes several overcollateralization and interest coverage tests in its priority of payments. Failure of any of the senior or class III/IV coverage tests diverts principal proceeds and then excess spread to redeem the notes sequentially. Failure of the class V OC tests diverts only excess spread to pay down the class V notes. Since the class I notes have been paying down, the senior OC test, which covers the class I and II notes, has improved to 193.7% as of the latest trustee report dated August 20, 2008 from 148.6% at the time of the last review. Likewise, the class III/IV OC test has increased to 112.4% from 108.6% over the same period. The affirmations of the class I, II and III notes reflect the continued increase in credit enhancement levels for these classes. As of the latest trustee report, the class V OC ratio measured 102.6% versus a test level of 100.0%. The downgrade of the class IV and V notes reflects the erosion of credit support available to these notes and Fitch's collateral performance expectations. The ratings of the class I and II notes address the likelihood that investors will receive full and timely payments of interest on scheduled interest payment dates, as well as the stated balance of principal by the legal final maturity date as per the transaction's governing documents. The ratings of the class III, IV, and V notes address the likelihood that investors will receive ultimate and compensating interest payments, as well as the stated balance of principal by the legal final maturity date, as per the transaction's governing documents. The rating of the class K combination securities addresses the likelihood that investors will receive the stated balance of principal by the final payment date. The class K combination securities are composed of 75% class V-B notes and 25% preferred shares. Therefore, their performance is closely aligned to that of the class V-B notes. The class K combination securities, however, benefit from the preference share component which has paid in full and is still receiving excess spread distributions. This is reflected in a higher rating relative to the class V-B notes. To date, the class K combination securities have received proceeds that make up approximately 72.2% of their stated principal balance. The rating of the class L combination securities addresses the likelihood that investors will receive the stated balance of principal by the final payment date, as well as a yield of 8.4% on the original investment. The class L combination securities are comprised of approximately 14% class III-A notes, 68% class IV notes, and 18% preferred shares. While the class L combination securities share, for the most part, the same profile as the class III-A and Class IV notes, their rating is comparatively lower because they are rated to a yield of 8.4%. Fitch reviewed this transaction in accordance with its updated criteria released on April 30, 2008 for Corporate CDOs. At that time, Fitch noted it would be reviewing its ratings accordingly to establish consistency for existing and new transactions. As part of this review, Fitch makes standard adjustments for any names on Rating Watch Negative or Outlook Negative, reducing such ratings for default analysis purpose by two and one notch, respectively. SURGILIGHT INC: Case Summary & Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Surgilight, Inc. 375 Park Avenue, Suite 3406 New York, NY 10152 Bankruptcy Case No.: 08-13851 Type of Business: The Debtor develops, makes and sell ophthalmic lasers. See: http://www.surgilight.com/ Chapter 11 Petition Date: October 1, 2008 Court: Southern District of New York (Manhattan) Judge: Martin Glenn Debtor's Counsel: Douglas T. Tabachnik, Esq. dtabachnik@dttlaw.com Law Offices of Douglas T. Tabachnik Woodhull House, Suite C 63 West Main Street Freehold, NJ 07728 Tel: (732) 792-2760 Fax: (732) 792-2761 Total Assets: $15,700 Total Debts: $5,894,032 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/nysb08-13851.pdf TEKNI-PLEX INC: Fails to File Annual Report By Deadline ------------------------------------------------------- Tekni-Plex, Inc. disclosed in a Securities and Exchange Commission filing that it was not be able to timely file its annual report on Form 10-K for the year ended June 27, 2008, by the prescribed due date of Sept. 25, 2008. Tekni-Plex had initiated an internal investigation regarding its financial records. Its Board of Directors continued to conduct this inquiry, however, the investigation is not yet complete and the Company cannot predict at this time whether the investigation will conclude that adjustments to financial statements for any period covered by the report are necessary. To the extent that such adjustments are determined to be necessary, the adjustments could be material. The investigation is ongoing and the Company cannot estimate at this time when the investigation of the relevant issues will conclude. The Company intends to file the Form 10-K as soon as reasonably practicable after the Board's investigation of the relevant issues has concluded. About Tekni-Plex Inc. Based in Coppell, Texas, Tekni-Plex Inc. -- http://www.tekni- plex.com/ -- manufactures packaging, packaging products and materials as well as tubing products. The company primarily serves the food, healthcare and consumer markets. It has built leadership positions in its core markets, and focuses on vertically integrated production of highly specialized products. Tekni-Plex has operations in the United States, Europe, China, Argentina and Canada. Tekni-Plex Inc.'s consolidated balance sheet at March 28, 2008, showed $620.1 million in total assets and $1.05 billion in total liabilities, resulting in a $427.0 million total stockholders' deficit. * * * As reported in the Troubled Company Reporter on Dec. 27, 2007, Moody's Investors Service downgraded the Corporate Family Ratings of Tekni-Plex Inc. to Caa3 from Caa1. TEKNI-PLEX INC: Inks Consent and Waiver Deal with Lenders --------------------------------------------------------- Tekni-Plex Inc. disclosed in a Securities and Exchange Commission filing that on Sept. 25, 2008, it entered into a Consent and Waiver under its Amended and Restated Credit Agreement among the Company, the lenders and issuers party, Citicorp USA, Inc. as Administrative Agent, and General Electric Capital Corporation as Syndication Agent. The Consent and Waiver provides for, among other things, a waiver through Oct. 31, 2008 of: -- events of default arising by reason of the Company's noncompliance with a covenant requiring delivery by Sept. 26, 2008 of audited financial statements and related compliance certificates for fiscal year ended June 27, 2008; -- events of default in respect of certain representations and warranties for previously delivered financial information that may have been incorrect in a material respect, which events of default may arise if the Company restates financial statements for prior account periods as a result of the Company's ongoing investigation of alleged irregularities with respect to accounting for inventory and accounts receivable; and -- certain conditions precedent to extensions of credit to permit the Company to borrow during the period from Sept. 26, 2008, through Oct. 31, 2008, notwithstanding the events of default. About Tekni-Plex Inc. Based in Coppell, Texas, Tekni-Plex Inc. -- http://www.tekni- plex.com/ -- manufactures packaging, packaging products and materials as well as tubing products. The company primarily serves the food, healthcare and consumer markets. It has built leadership positions in its core markets, and focuses on vertically integrated production of highly specialized products. Tekni-Plex has operations in the United States, Europe, China, Argentina and Canada. Tekni-Plex Inc.'s consolidated balance sheet at March 28, 2008, showed $620.1 million in total assets and $1.05 billion in total liabilities, resulting in a $427.0 million total stockholders' deficit. * * * As reported in the Troubled Company Reporter on Dec. 27, 2007, Moody's Investors Service downgraded the Corporate Family Ratings of Tekni-Plex Inc. to Caa3 from Caa1. TERWIN MORTGAGE: Moody's Puts Ba3 Underlying Rating to A-3 Notes ---------------------------------------------------------------- Moody's Investors Service has published the underlying ratings on certain insured notes, and has taken action on these tranches accordingly. The ratings of these insured notes were previously derived from public ratings on non-sequential pari passu or more junior uninsured tranches of the same deals. The underlying ratings reflect the intrinsic credit quality of the notes in the absence of the guarantee. The ratings on securities that are guaranteed or "wrapped" by a financial guarantor is the higher of a) the rating of the guarantor or b) the published underlying rating. The Current Ratings on the 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: Terwin Mortgage Trust 2007-6ALT Class Description: Cl. A-1 -- Current Rating: Aaa Financial Guarantor: Financial Security Assurance Inc (Aaa on review for possible downgrade) -- Underlying Rating: Aaa Class Description: Cl. A-2 -- Current Rating: Aaa Financial Guarantor: Financial Security Assurance Inc (Aaa on review for possible downgrade) -- Underlying Rating: Aaa Class Description: Cl. A-3 -- Current Rating: Placed on Review for Possible Downgrade, currently Aaa Financial Guarantor: Financial Security Assurance Inc (Aaa on review for possible downgrade) -- Underlying Rating: Ba3 THOMAS CLEMENS: Case Summary & Four Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Thomas A. Clemens 4800 Kerria Court Carmel, IN 46033 Bankruptcy Case No.: 08-12269 Chapter 11 Petition Date: October 2, 2008 Court: Southern District of Indiana (Indianapolis) Judge: Anthony J. Metz III Debtor's Counsel: Alfred. E McClure, Esq. almcclureecf@aol.com McClure & O'Farrell 210 Meijer Drive, Suite C Lafayette, IN 47905 Tel: (765) 446-8228 Thomas B. O'Farrell, Esq. ecf@mcclureofarrell.net McClure & O'Farrell P.O. Box 45 Westfield, IN 46074 Tel: (317) 867-4131 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million Debtor's Four Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Bank of America $41,365 P.O. Box 15713 Wilmington DE 19886 Chase Visa Business Card $4,500 P.O. Box 15298 Wilmington DE 19850 Veolia Water NA/ $3,764 Indianapolis Water 1220 Waterway Road Indianapolis IN 46202 USAA Federal Savings Bank $3,151 P.O. Box 65020 San Antonio TX 78265 TIM DODSON: Case Summary & 11 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Tim Dodson 4400 Seagrove Road Portsmouth, VA 23703 Bankruptcy Case No.: 08-73311 Chapter 11 Petition Date: October 1, 2008 Court: Eastern District of Virginia (Norfolk) Debtor's Counsel: Kelly Megan Barnhart, Esq. kbarnhart@mclfirm.com Marcus Crowley & Liberatore, P.C. 1435 Crossways Boulevard, Suite 300 Chesapeake, VA 23320 Tel: (757) 333-4500 Fax: (757) 333-4501 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million Tim Dodson's chapter 11 petition with list of 11 largest unsecured creditors is available for free at: http://researcharchives.com/t/s?3346 TRONOX INCORPORATED: Extends ABN Receivables Pact to October 31 --------------------------------------------------------------- Tronox Incorporated disclosed in a Securities and Exchange Commission filing that on Sept. 18, 2008, the Company and its subsidiary Tronox Worldwide LLC entered into a Second Amendment to Receivables Sale Agreement to the Receivables Sale Agreement dated as of Sept. 26, 2007. Amendment No. 2 revised the term "Scheduled Termination Date" in the Agreement to extend the date from Sept. 24, 2008 to Oct. 31, 2008. The Company executed an accounts receivable securitization program in September 2007 with an initial term of one year. Financing under the program could be extended for an additional two years in the form of a securitization or a secured borrowing as determined by the sponsoring institution, ABN AMRO Bank N.V.. Under the Program, all receivables owned by the company's U.S. subsidiaries -- transferor subsidiaries -- are sold on a recurring basis by the Company to Tronox Funding LLC, a wholly owned special purpose subsidiary of the company. Funding, in turn, sells to either Amsterdam Funding, an asset-backed multi-seller commercial paper conduit sponsored by ABN, or to ABN directly, an undivided percentage ownership interest in the pool of receivables Funding acquires from the transferor subsidiaries. At June 30, 2008, the balance in receivables sold by the transferor subsidiaries to Funding totaled $109.3 million, of which $59.7 million was sold to Amsterdam in the form of the purchased participation interest, resulting in a subordinated retained interest held by Funding with a fair value of $48.9 million. The receivables sale agreement contains cross default provisions with the company's debt agreements. In June 2008, the Company obtained a waiver under the agreement which, due to a default under the company's Credit Agreement at May 31, 2008, would have otherwise prevented Funding from purchasing additional receivables from the transferor subsidiaries. In July 2008, the receivables sale agreement was amended resulting in the elimination of the two-year extension option and reducing the program size to $75.0 million. Extension of the program beyond the expiration of the initial term in September 2008 will be allowed only upon consent of ABN. In the event that ABN elects not to extend financing beyond the initial term, the program will enter into a termination phase. During this phase, all collections on receivables owned by Funding will be remitted to ABN up to the outstanding amount of ABN's purchased participating interest along with any outstanding fees. If the program is not extended, there would be no further sales of receivables under the program and cash flows from operations would decrease compared to periods where the current program is ongoing. The Company and Tronox Worldwide entered into the amendment in connection with its evaluation of strategic options for its businesses. There is no assurance that the Company and Tronox Worldwide will be able to obtain additional amendments or waivers to the Agreement. For the three month and six month periods ended June 30, 2008, the Company incurred losses in connection with the sale of receivables under the Program of $1.4 million and $3.1 million, respectively, along with interest income accreted on the collections of receivables of $0.7 million and $1.6 million, respectively. The net of both items for the three month and six month periods ended June 30, 2008, was $0.7 million and $1.5 million, respectively, representing the net expense associated with the Company's securitization program for the applicable periods. A copy of the amendment to the Second Amendment to Receivables Sale Agreement to the Receivables Sale Agreement is available free of charge at http://researcharchives.com/t/s?332c About Tronox 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 Company expects, but there is no assurance, that the shares will begin trading over the counter. An OTC security is considered to be any equity security that is not listed on NYSE, NASDAQ or Amex. The OTC Bulletin Board is an electronic quotation system that displays quotes from broker dealers on many OTC securities. 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+'. UAL CORP: Board Okays Compensation Arrangement for Kathryn Mikells ------------------------------------------------------------------ UAL Corporation disclosed in a Securities and Exchange Commission filing that on Sept. 25, 2008, the Human Resources Subcommittee of the UAL Board approved the compensation arrangement for Kathryn A. Mikells, the company's Senior Vice President and Chief Financial Officer effective Nov. 1, 2008. In recognition of her increased level of responsibility as Senior Vice President and Chief Financial Officer and based on a review of external market data of chief financial officer compensation, the Human Resources Subcommittee approved increases in her annual salary, annual bonus opportunity and long-term incentive equity awards. Effective November 1, 2008, Ms. Mikells will receive an annual salary of $525,000 and an annual incentive award opportunity of 60% of annual salary. The Human Resources Subcommittee also approved the grant of an equity award to Ms. Mikells under the 2008 Incentive Compensation Plan, effective Nov. 3, 2008. The award will consist of 50,000 stock options and 30,000 shares of restricted stock, and will vest at a rate of 25% annually over four years beginning on Nov. 3, 2009. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The company filed for chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors before the Committee was dissolved when the Debtors emerged from bankruptcy. Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20, 2006. The company emerged from bankruptcy protection on Feb. 1, 2006. (United Airlines Bankruptcy News, Issue No. 164, Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported in the Troubled Company Reporter on July 29, 2008, Standard & Poor's Ratings Services lowered its ratings on UAL Corp. and subsidiary United Air Lines Inc. (both rated B- /Negative/--), including lowering the long-term corporate credit ratings on both entities to 'B-' from 'B', and removed the ratings from CreditWatch, where they had been placed with negative implications May 22, 2008, as part of an industrywide review. The outlook is negative. US ENERGY: Wants Until February 18 to Solicit Plan Acceptances -------------------------------------------------------------- U.S. Energy Systems, Inc., and its debtor-affiliates ask the United States Bankruptcy Court for the Southern District of New York to further extend their exclusive period to solicit acceptances of their Chapter 11 plan from Oct. 21, 2008, to Feb. 18, 2009. A hearing is set for Oct. 14, 2008, at 10:00 a.m., to consider the Debtors' motion. Objections, if any, are due Oct. 9, 2008, at 4:00 p.m. The Debtors' chief executive officer Richard J. Augustine said the Debtors filed on Aug. 22, 2008, separate Chapter 11 plans for U.S. Energy Overseas Investments LLC and GBGH LLC. The Debtors submitted to the Court a joint liquidating plan of reorganization for USEO while a plan of reorganization for GBGH, Mr. Augustine says. According to Bloomberg News, explanatory disclosure statements have not been filed. Under the USEO plan, a liquidation trust will be formed and any remaining assets -- including any proceeds from USEY's sale of 100% of the common stock of USEB and any residual ownership interest in GBGH -- will be transferred into the trust for liquidation and the subsequent distribution of net liquidation proceeds to USEY equity holders. GBGH plan includes, among other things (i) the restructuring of GBGH's first lien debt through issuance of a restructure first lien note, (ii) the execution of a rights offering for the raising of at least $10 million of new equity in GBGH, and (iii) the issuance of new warrants convertible into equity interests in GBGH at to be established strike prices. The Debtors say that they do not have sufficient time to (i) make final amendments to the Chapter 11 plans before the solicitation process expires on Oct. 22, 2008, and (ii) obtain approval of disclosure statements regarding the Chapter 11 plans. U.K. Plant Shutdown On Aug. 23, 2008, the Knapton Plant, a 42MW natural gas-fired electricity generating plant in the United Kingdom, was shut down to perform scheduled maintenance and gas flows from the plant were as well shut down in order to preserve gas reserves. Upon the completion of the scheduled maintenance work five days later, attempts to restart the gas flows from the plan failed. Ground water that overtook the natural gas in the plant's reservoir was blamed for the malfunction. As a result, the inability to obtain gas production, electricity production at the plant has been reduced to two to four hours per day. This will remain the case until new wells are drilled. The current business plan includes the drilling of new wells in early 2009. According to the Debtors, these operational difficulties have changed the short-term economics of the Chapter 11 Plans and required additional time on the part of potential equity investors to consider amendments to the Chapter 11 Plans, which the Debtors are in the midst of negotiating. A full-text copy U.S. Energy and U.S. Energy Overseas' Chapter 11 plan is available for free at http://ResearchArchives.com/t/s?3162 A full-text copy of GBGH's Chapter 11 plan is available for free at http://ResearchArchives.com/t/s?3163 About U.S. Energy Based in Avon, Connecticut, U.S. Energy Systems, Inc., (Pink Sheets: USEY) -- http://www.usenergysystems.com/-- owns green power and clean energy and resources. USEY owns and operates energy projects in the United States and United Kingdom that generate electricity, thermal energy and gas production. The company filed for Chapter 11 protection on Jan. 9, 2008 (Bank. S.D. N.Y. Case No. 08-10054). Subsequently, 34 affiliates filed separate Chapter 11 petitions. Peter S. Partee, Esq., at Hunton & Williams LLP, represents the Debtor in its restructuring efforts. Jefferies & Company, Inc., serves as the company's financial advisor. The Debtor selected Epiq Bankruptcy Solutions LLC as noticing, claims and balloting agent. The Official Committee of Unsecured Creditors has yet to be appointed in these cases by the U.S. Trustee for Region 2. When the Debtors filed for protection from their creditors, they listed total assets of $258,200,000 and total debts of $175,300,000. VERTIS HOLDINGS: Works on ACG Merger Completion and Exit Financing ------------------------------------------------------------------ Following the confirmation of the Joint Prepackaged Plans of Vertis Holdings, Inc., and ACG Holdings, Inc., on Aug. 26, 2008, the Vertis Debtors have diligently worked to effectuate their Chapter 11 Plan and close their merger with the ACG Debtors, including, among others, finalizing their exit financing. The Vertis Debtors maintain that they have negotiated their Prepackaged Plan with parties-in-interest who have voted overwhelmingly to accept the Plan. Hence, the purposes of filing (i) the schedules of assets and liabilities, (ii) the schedules of executory contracts and unexpired leases, (iii) lists of equity holders, (iv) schedules of current income and expenditures, and (v) statements of financial affairs have been generally fulfilled by other means, Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, contends. Furthermore, the Vertis Debtors have continued to satisfy the prepetition claims of trade creditors, eliminating the need for those creditors to use the Schedules and Statements to file a proof of claim, Mr. Collins maintains. Mr. Collins notes that to prepare and complete the Schedules and Statements, the Vertis Debtors would have to compile voluminous information from books, records and documents relating to the claims of over 50,000 creditors and their many assets and contracts. Assembling the necessary information will require significant time and effort on the part of the Vertis Debtors and their employees in the near term, he says. For these reasons, the Vertis Debtors ask the Court to: (a) extend the deadline within which they may file their Schedules and Statements for an additional 41 days, through and including November 5, 2008; and (b) permanently waive the requirement for them to file the Schedules and Statements upon the occurrence of the effective date of Vertis Plan. The current deadline for the Vertis Debtors to file their Schedules and Statements was Sept. 25, 2008. The requested extension, Mr. Collins asserts, will assist the Vertis Debtors in moving towards the expeditious confirmation of their Prepackaged Plans with the least possible disruption or harm to their businesses. About American Color Graphics American Color Graphics Inc. -- http://www.americancolor.com/ -- is one of North America's largest and most experienced full service premedia and print companies, with eight print locations across the continent, six regional premedia centers, photography studios nationwide and a growing roster of customer managed service sites. The company provides solutions and services such as asset management, photography, and digital workflow solutions that improve the effectiveness of advertising and drive revenues for their customers. The company filed and its four affiliates filed for Chapter 11 protection on July 15, 2008 (Bank.D.Del. Case No. 08-11467). Pauline K. Morgan, Esq. and Sean T. Greecher ,Esq., at Young, Conaway, Stargatt & Taylor represent the Debtors in their restructuring efforts. Lehman Brothers, Inc. serves as the company's financial advisors. When the Debtors filed for protection from their creditors they listed estimated assets of $100 million to $500 million and estimated debts of $500 million to $1 billion. ACG Holdings, Inc. and American Color Graphics also filed bankruptcy petition under the Companies' Creditors Arrangement Act before the Ontario Superior Court of Justice (Commercial List) on July 16, 2008. Jay A. Carfagnini, Esq., David B. Bish, Esq., and Jason Wadden, Esq. at Goodmans LLP are their solicitors. PricewaterhouseCoopers Inc. serves as their CCAA Information Officer. About Vertis Holdings Inc. Headquartered in Baltimore, Maryland, Vertis Holdings, Inc. -- http://www.vertisinc.com/-- is a provider of targeted print advertising and direct marketing solutions to America's retail and consumer services companies. The company and its six affiliates filed for Chapter 11 protection on July 15, 2008 (Bankr. D. Del. Case No. 08-11460). Gary T. Holtzer, Esq. and Stephen A. Youngman, Esq. at Weil, Gotshal & Manges LLP represent the Debtors as lead counsels. Mark D. Collins, Esq. and Michael Joseph Merchant, Esq. at Richards Layton & Finger, P.A. represent the Debtors as Delaware local counsels. Lazard Freres & Co. LLC is the company's financial advisor. When the Debtors filed for protection from their creditors they listed assets of between $500 million and $1 billion and debts of more than $1 billion. (Vertis Bankruptcy News, Issue 7; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) WACHOVIA BANK: Limits Schools' Access to Investment Fund -------------------------------------------------------- Standard & Poor's Ratings Services is analyzing the effect on the rated debt of colleges, universities, and independent schools of the closure of the Commonfund Short Term Fund. There are 1,007 educational institutions with investments in the fund, composed of approximately 900 colleges and universities and 100 private, independent schools. Wachovia Bank N.A., the trustee of the fund, has announced that it will close the fund. On Sept. 29, 2008, Wachovia limited liquidity to 10% of each participant investor's account value, and announced that the remaining 90% of the fund would be available to investors over the near term as securities in the portfolio mature and as advisors are able to sell underlying securities in normalized markets. Already, the liquidity available to investors is a slightly higher percentage (32.6%) than the amount expected on Sept. 29. S&P sees two levels of risk for investors stemming from the limits on liquidity. First, a number of investors had been using the fund as a source of liquidity for variable-rate demand bonds and commercial paper. S&P is evaluating whether it believes those institutions still have sufficient liquidity to cover the purchase price of bonds or notes that have been tendered but not remarketed. The recent inclusion of numerous external bank facilities to provide additional liquidity for bonded debt is a positive development in S&P's opinion, and many institutions have already indicated they are using bank facilities exclusively to cover their debt. For those institutions that rely on a mix of liquidity, including the Commonfund Short Term Fund or other closed money market funds, a failure to provide sufficient coverage on outstanding put bonds or notes could lead it to withdraw S&P's short-term ratings on affected debt. The investment of working capital and operational liquidity in the short-term fund is another level of risk S&P sees for many institutions. Many institutions deposited tuition and fees for the fall semester in the fund, expecting to use the money for payroll and other operating expenses. Standard & Poor's has learned that the fund expects to return full principal to institutions invested in the fund. While the fund has some exposure to credit risk, S&P believes the delay in receipt of funds is a near-term risk to institutions. The Commonfund indicates that institutions can expect to receive 57% of invested funds by Dec. 31, 2008, and 74% of invested funds by Dec. 31, 2009. S&P expects the trustee's strategy of allowing withdrawals upon maturity of the high quality, short-term investments to result in full repayment of invested principal to institutions. However, the delay in receipt of funds that could be sizable for some institutions could also affect payroll, debt repayments, and other operating expenses. The fund's assets totaled approximately $9.3 billion and the investments by individual schools in the fund ranged from thousands of dollars to several hundred million dollars. Once S&P obtains additional information, S&P will provide an update. WACHOVIA BANK: S&P Affirms Ratings on 19 Classes of Certificates ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on five classes of commercial mortgage pass-through certificates from Wachovia Bank Commercial Mortgage Trust's series 2006-C28. Concurrently, S&P affirmed its ratings on 19 other classes from this transaction. The downgrades reflect credit concerns with nine ($126.9 million, 4%) of the 18 ($430.6 million, 12%) loans in the pool that have a reported debt service coverage level below 1.0x. The affirmed ratings reflect credit enhancement levels that provide adequate support through various stress scenarios. The nine loans that are credit concerns are secured by multifamily, retail, and senior housing properties. These loans include five loans with a total exposure of $97.2 million (3%) on the Carefree senior housing properties, which have a related borrower. The properties are located in the Las Vegas area. The nine other loans are in various stages of renovation or lease-up and are not current credit concerns because S&P expects the recent improvement in net cash flow to continue. As of the Sept. 17, 2008, remittance report, the collateral pool consisted of 207 loans with an aggregate balance of $3.580 billion, compared with the same number of loans with a balance of $3.595 billion at issuance. The master servicer, Wachovia Bank N.A., reported financial information for 96% of the pool. All of the servicer-provided information was full-year 2007 data. Standard & Poor's calculated a weighted average DSC of 1.33x for the pool, compared with 1.39x at issuance. All of the loans in the pool are current with the exception of one loan ($26.4 million, 0.7%) that is more than 30 days delinquent. None of the loans in the pool are currently with the special servicer, and the trust has not experienced any losses to date. The top 10 loan exposures secured by real estate have an aggregate outstanding balance of $1.509 billion (42%) and a weighted average DSC of 1.31x, compared with 1.45x at issuance. S&P attributes this decline in DSC to the presentation of stabilized cash flows at issuance for three of the top 10 loans (16% of the pool). The second- and fifth-largest loans are on the master servicer's watchlist and are discussed below. Standard & Poor's reviewed property inspections provided by Wachovia for all of the assets underlying the top 10 exposures, and all of the properties were characterized as "good" or "excellent." One loan, Montclair Plaza ($190 million, 5%), had credit characteristics consistent with investment-grade obligations at issuance, but no longer does. Montclair Plaza is the third- largest loan in the pool and is secured by 875,085 sq. ft. of a 1.35 million-sq.-ft. two-story enclosed mall near the I-10 freeway in Montclair, California. JCPenney, Sears, and Nordstrom anchor the property. The Macy's store, which is not part of the collateral, is currently being redeveloped. For the year ended Dec. 31, 2007, DSC for this loan was 1.76x with 86.8% occupancy, compared with a DSC of 1.89x and 99% occupancy at issuance. Operating expenses at the property have increased, and Standard & Poor's adjusted NCF for this loan is down 7% since issuance. Wachovia reported a watchlist of 40 loans with an aggregate outstanding balance of $804.9 million (22.4%). The two largest loans on the watchlist are: -- The 1180 Peachtree Street loan ($193.8 million, 5%) is the largest loan on the watchlist and the second-largest loan in the pool. The loan is secured by a newly constructed (built in 2006), 41-story, 670,000-sq.-ft. office building in Midtown Atlanta. For the year ended Dec. 31, 2007, DSC was 1.07x, down from 1.39x at issuance. The master servicer placed this loan on the watchlist because of the decline in DSC. However, as of June 30, 2008, DSC increased to 1.20x for the trailing six-month period. Since issuance, the property has undergone significant lease-up; rent roll has increased to 93% from 87%. -- The second-largest loan on the watchlist and the fifth- largest loan in the pool is the 311 South Wacker loan ($158.6 million, 4%). The loan is secured by the fee interest in a 1,281,000-sq.-ft., 65-story, class A office building in the downtown Chicago area. The loan was placed on the watchlist because reported DSC had dropped to 0.66x as of Dec. 31, 2007. However, as of June 30, 2008, DSC had increased to 1.04x for the six-month period. At issuance, occupancy at the property was 71% due to recent lease expirations; however, as of June 30, 2008, occupancy increased significantly to 86.0%. Standard & Poor's identified six properties ($39.4 million; 1%) in areas affected by Hurricane Ike. Wachovia could not confirm whether the properties were damaged. Five of the six loans have wind/hail and flood insurance, and one loan has flood insurance. Standard & Poor's stressed some of the loans on the watchlist, along with other loans with credit issues, as part of its pool analysis. The resultant credit enhancement levels support the lowered and affirmed ratings. Ratings Lowered Wachovia Bank Commercial Mortgage Trust Commercial mortgage pass-through certificates series 2006-C28 Rating ------ Class To From Credit enhancement ----- -- ---- ------------------ L BB- BB 2.39% M B+ BB- 2.01% N B B+ 1.88% O B- B 1.63% P CCC+ B- 1.38% Ratings Affirmed Wachovia Bank Commercial Mortgage Trust Commercial mortgage pass-through certificates series 2006-C28 Class Rating Credit enhancement ----- ------ ------------------ A-1 AAA 30.13% A-2 AAA 30.13% A-PB AAA 30.13% A-3 AAA 30.13% A-4 AAA 30.13% A-4FL AAA 30.13% A-1A AAA 30.13% A-M AAA 20.08% A-J AAA 12.30% B AA+ 11.67% C AA 10.04% D AA- 9.16% E A 7.78% F A- 6.65% G BBB+ 5.52% H BBB 4.39% J BBB- 3.14% K BB+ 2.64% IO AAA N/A N/A -- Not applicable. WACHOVIA CORP: Court Extends Exclusivity Pact With Citigroup ------------------------------------------------------------ The Hon. Charles Ramos of the Supreme Court of the State of New York granted Citigroup Inc. an emergency injunctive relief extending the company's Exclusivity Agreement with Wachovia Corp. until further order of the court. This relief was granted over the objection of Wachovia. On Sept. 29, Citigroup and Wachovia disclosed an agreement-in- principle for Citigroup to acquire all of the banking subsidiaries of Wachovia. Wachovia-Wells Fargo Merger Agreement On Oct. 3, 2008, Wachovia and Wells Fargo & Company signed a definitive agreement for the merger of the two companies, including all of Wachovia's banking operations in a whole company transaction requiring no financial assistance from the Federal Deposit Insurance Corporation or any other government agency. Under the agreement, Wells Fargo will acquire all outstanding shares of common stock of Wachovia in a stock-for-stock transaction. Wells Fargo will acquire all of Wachovia Corporation and all its businesses and obligations, including its preferred equity and indebtedness, and all its banking deposits. Wachovia shareholders will receive 0.1991 shares of Wells Fargo common stock in exchange for each share of Wachovia common stock. The transaction, based on Wells Fargo's closing stock price of $35.16 on Oct. 2, 2008, is valued at $7.00 per Wachovia common share for a total transaction value of approximately $15.1 billion. Wachovia has almost 2.2 billion common shares outstanding. The agreement requires the approval of Wachovia shareholders and customary approvals of regulators. Wells Fargo will record Wachovia's credit-impaired assets at fair value. The acquisition is expected to exceed Wells Fargo's internal rate of return goal and add to Wells Fargo's earnings per share in the first year of operations, excluding integration costs, write-downs, transaction charges, and credit reserve build. Wells Fargo expects to incur merger and integration charges of approximately $10 billion. To maintain its strong capital position, Wells Fargo intends to issue up to $20 billion of new Wells Fargo securities, primarily common stock. Wells Fargo Chairman Dick Kovacevich said that the merger provides superior value compared to the previous offer to acquire only the banking operations of the company. Wachovia shareholders, says Mr. Kovacevich, will benefit from holding the stock of a strong financial institution, the U.S. bank with the highest credit ratings and with a long history of increasing dividends on its common stock. The combined company will have a strong presence in Charlotte, which will be the headquarters for the combined company's East Coast retail and commercial and corporate banking business. St. Louis will remain the headquarters of Wachovia Securities. In addition, three members of the Wachovia Board will be invited to join the Wells Fargo & Company Board when the transaction is completed. Wells Fargo's President and CEO John Stumpf stated that the merged company will retain as many of Wachovia's employees as possible. Wells Fargo's Chief Financial Officer Howard Atkins said, "As always, we only consider acquisitions that add to earnings per share no later than the third year after purchase and earn an internal rate of return of at least 15 percent. This acquisition comfortably exceeds all our financial requirements. This is a unique opportunity to expand both our Community Banking and Wholesale Banking presence in current markets and enter some new markets by acquiring another full service financial services retail banking company with a strong culture of customer service and community involvement very similar to ours." In connection with the agreement, Wachovia and Wells Fargo entered into a share exchange agreement under which Wachovia is issuing Wells Fargo preferred stock that votes as a single class with Wachovia's common stock representing 39.9% of Wachovia's voting power. Wells Fargo was advised on the transaction by Wachtell, Lipton, Rosen & Katz and JPMorgan Securities, Inc. was the exclusive financial advisor to Wells Fargo. Wachovia was advised on the transaction by Sullivan & Cromwell LLP, Goldman Sachs & Co. and Perella Weinberg Partners. Citigroup Complaint on Wells Fargo - Wachovia Merger Citigroup Inc. said last week that Wachovia's agreement to a transaction with Wells Fargo is in clear breach of Citigroup's Exclusivity Agreement with Wachovia. The Exclusivity Agreement provides, among other things, that Wachovia will not enter into any transaction with any party other than Citigroup, and will not participate in any discussions or negotiations with any third party. The Exclusivity Agreement also provides that the parties would be irreparably harmed by any breach of the agreement and that the remedy of specific performance of the agreement is appropriate. At the time the Wachovia-Wells Fargo transaction was disclosed, Citigroup was finalizing the agreements required to consummate its FDIC-assisted open bank transaction with Wachovia. Citigroup has been providing liquidity support to Wachovia since the day of the announcement. Citigroup said it was negotiating in good faith and nearly completed the definitive agreements required to consummate the Citigroup-Wachovia transaction that was disclosed last week. The value of the Citigroup agreement to Wachovia shareholders was substantially in excess of Wachovia's closing price on Oct. 2. Citigroup has also been providing liquidity support to Wachovia Bank since last week. Citigroup has demanded that Wachovia and Wells Fargo terminate and not proceed with any proposed transaction. FDIC's Chairperson Sheila Bair said, "Since the close of our bidding process, Wells has apparently re-assessed its position and come forth with this new offer that does not require FDIC assistance. It should be emphasized that both the Citigroup proposal as well as the new Wells proposal would stand behind all creditors including depositors, insured and uninsured. Under either proposal, all banking customers of the merged institutions would be fully covered with no disruptions in service." "The FDIC stands behind its previously announced agreement with Citigroup. The FDIC will be reviewing all proposals and working with the primary regulators of all three institutions to pursue a resolution that serves the public interest," Ms. Bair stated. Citigroup's Exclusivity Agreement With Wachovia As indicated by Citigroup in court filings, the Exclusivity Agreement, while in effect, unconditionally bars Wachovia from negotiating or entering into a merger or acquisition agreement with any party other than Citigroup. Under the judicial order, Citigroup and Wachovia must appear before Judge Ramos on Oct. 10, 2008. Citigroup is prepared to continue negotiations with Wachovia on the parties' previously agreed-to transaction. Citigroup remains willing to enter into an agreement with Wachovia which the company believes would deliver powerful capabilities of the two entities to their respective stakeholders. Wachovia Seeks to Proceed Merger With Wells Fargo Patricia Hurtado and David Glovin at Bloomberg News report that Wachovia asked at an emergency hearing in Manhattan the the U.S. District Court Judge John Koeltl to ignore Judge Ramos' ruling on the company's Exclusivity Agreement with Citigroup and allow its merger with Wells Fargo to proceed. Judge Ramos didn't have jurisdiction to block the Wells Fargo bid, the report says, citing Wachovia. According to Bloomberg, the attorneys for Wachovia told Judge Koeltl that the $700 billion federal bailout of the banking industry includes language that permits Wells Fargo to step in. Citing David Boies, the attorney for Wachovia, the report says that the bailout law allows Wachovia to entertain a superior bid. Bloomberg relates that Judge Koeltl said that it Wachovia seemed to have the "superior argument," and declined to rule on the dispute, giving the parties until Oct. 7 to file briefs on the matter. The report says that Wachovia and Citigroup legal representatives said they were prepared for a trial in the case. Judge Koeltl said that another judge would be assigned to the case, according to the report. Wells Fargo and Wachovia will proceed with their merger, Bloomberg states. Wells Fargo said in a statement that they "have a firm, binding merger agreement." About Citigroup Inc. Headquartered on New York City, Citigroup Inc., a.k.a. Citi (NYSE: C) -- http://www.citigroup.com/citigroup/-- a leading global financial services company, has some 200 million customer accounts and does business in more than 100 countries, providing consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, and wealth management. The company's major brand names include Citibank, CitiFinancial, Primerica, Smith Barney, Banamex, and Nikko. About Wells Fargo Wells Fargo & Company -- http://wellsfargo.com-- is a diversified financial services company with $609 billion in assets, providing banking, insurance, investments, mortgage and consumer finance through almost 6,000 stores and the internet across North America and elsewhere internationally. About Wachovia Corporation Based in Charlotte, North Carolina, Wachovia Corporation (NYSE:WB) -- http://www.wachovia.com/-- is one of the nation's diversified financial services companies, with assets of $812.4 billion at June 30, 2008. Wachovia provides a broad range of retail banking and brokerage, asset and wealth management, and corporate and investment banking products and services to customers through 3,300 retail financial centers in 21 states from Connecticut to Florida and west to Texas and California, and nationwide retail brokerage, mortgage lending and auto finance businesses. Clients are served in selected corporate and institutional sectors and through more than 40 international offices. Its retail brokerage operations under the Wachovia Securities brand name manage more than $1.1 trillion in client assets through 18,600 registered representatives in 1,500 offices nationwide. Online banking is available at wachovia.com; online brokerage products and services at wachoviasec.com; and investment products and services at evergreeninvestments.com. Wachovia is exposed to large mortgage losses as a result of its 2006 purchase of mortgage lender Golden West Financial Corp., according to The Wall Street Journal. The company, WSJ stated, now believes total losses for Golden West's payment option loan portfolio could eventually reach 12%, up from previous forecasts. Wachovia has lowered its second-quarter results to account for a possible legal settlement. Wachovia said its second-quarter net loss will be $9.11 billion instead of $8.86 billion. It has disclosed a $500 million pretax increase to legal reserves. Wachovia has also disclosed plans to lay off 6,950 people to reduce expenses. As reported in the Troubled Company Reporter on Oct. 2, 2008, Moody's Investors Service lowered Wachovia Corporation's preferred stock rating to Ba3 from A3 and placed it under review with direction uncertain. As reported in the Troubled Company Reporter on Oct. 1, 2008, Standard & Poor's Ratings Services placed all its ratings on Wachovia Corp. and Wachovia Bank on CreditWatch with negative implications. S&P also lowered its DRD Series J and K and convertible preferred stock Series L ratings on Wachovia Corporation to 'BB' from 'A-', as these securities will not be acquired and will continue to reside with the new Wachovia. WAVERLY GARDENS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Waverly Gardens of Memphis, LLC dba Waverly Gardens 6539 Knight Arnold Road Memphis, TN 38115 Bankruptcy Case No.: 08-30218 Type of Business: The Debtor operates a retirement home facility. See: http://www.waverlygardens.com/ Chapter 11 Petition Date: October 2, 2008 Court: Western District of Tennessee (Memphis) Judge: Paulette J Delk Debtor's Counsel: Michael P. Coury, Esq. mpcoury@farris-law.com Farris Bobango Branan PLC One Commerce Square 40 S. Main St., Suite 2000 Memphis, TN 38103 Tel: (901) 259-7100 Fax: (901)328-1582 Estimated Assets: $10 million to $50 million Estimated Debts: $1 million to $10 million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Paul Mattila 2007- 2008 %146,651 Shelby County Trustee Property taxes P. O. Box 2751 Memphis, TN 38101-2751 Treasurer, City of Memphis 2008 Property $126,781 125 N. Main, Room 375 Taxes Memphis, TN 38103-2080 MLG&W $78,848 P. O. Box 388 Memphis, TN 38145-0388 U. S. Foodservice, Inc. $59,137 HVAC Technologies $13,757 Caruthers & Associates, Inc. $11,489 Direct Supply Equipment $9,830 Focus Receivables Mgt. for $6,498 AT&T Turf Concepts, LLC $4,578 Sam's Club $4,574 Tennessee Dept. of Revenue $4,011 All Star Waste, LLC $3,295 tw telecom $3,224 Terminix International $3,105 Interim Healthcare of $2,911 Memphis, Inc. Topmost Chemical & Paper $2,545 Corp. Mid South Security Group, $2,443 LLC Comcast Spotlight in $2,262 Memphis J & L Janatorial Services, $2,160 LLC GCS Service, Inc. $1,891 WESTSIDE RESORT: Case Summary & Nine Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Westside Resort, LLC, Debtor 3750 West 500 South Salt Lake City, UT 84104 Bankruptcy Case No.: 08-26697 Chapter 11 Petition Date: October 2, 2008 Court: District of Utah (Salt Lake City) Debtor's Counsel: Andres' Diaz, Esq. courtmail@adexpresslaw.com 1 On 1 Legal Services 307 West 200 South, Suite 3004 Salt Lake City, UT 84101 Tel: (801) 596-1661 Fax: (801) 359-6803 Estimated Assets: Less than $50,000 Estimated Debts: $10,000 to $50,000,000 Debtor's Nine Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Carval Investors $27,500,000 12700 White Water Drive Hopkins, MN 55343 SCI Investments, LLC $3,400,000 4084 South 300 West Farmington, UT 84025 Jordanelle Special Services Additional Account $239,886 District P.O. Box 519 Heber City, UT 84032 OZ Architects Architecture $97,679 DPL Phase I. Inc. Consultation $96,000 Services Design Workshop Site $87,185 Analysis/Marketing Aspen, CO 81611 Gateway Consultation Engineering $48,420 Epic Engineering Staking $37,176 Engineering Universal Business Insurance Insurance $695 WHITEHALL JEWELERS: Grant Thornton LLP Quits as Accountant ---------------------------------------------------------- Whitehall Jewelers Holdings Inc. disclosed in a Securities and Exchange Commission filing that Grant Thornton LLP resigned the company's registered public accounting firm. The reports of Grant Thornton on the company's consolidated financial statements as of and for the years ended Feb. 2, 2008, and Jan. 31, 2007, did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company's two most recent fiscal years, as well as the subsequent interim period through Aug. 1, 2008, there were no disagreements between the Company and Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. 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. WICKES FURNITURE: To Sell Headquarters at Nov. 10 Auction --------------------------------------------------------- Bill Rochelle of Bloomberg News reports that Wickes Furniture Co., Inc. and its debtor-affiliates plan to hold an auction on Nov. 10, 2008, for their former corporate headquarters and clearance center in Wheeling, Illinois. A buyer isn't yet under contract, according to the report. The property has 210,000 square feet on an 11.3-acre site, according to the report. The U.S. Bankruptcy Court for the District of Delaware will convene a hearing on Oct. 14 to consider the Debtors' request for approval of competitive bidding and sales procedure. According to the report, the Debtors require competing bids to be submitted by Nov. 5, and a hearing to consider approval of the successful bid as well as the asset sale on Nov. 18. Based in Wheeling, Illinois, Wickes Furniture Company, Inc. -- http://www.wickesfurniture.com/-- is a furniture retailer in the U.S. with 43 retail stores serving greater Chicago, Los Angeles, Las Vegas, and Portland. Founded in 1971, Wickes offers room packages featuring complete living rooms, dining rooms, bedrooms as well as bedding, home entertainment, accessories and accent furniture. Wickes employs more than 1,700 employees and offers products from leading furniture and bedding manufacturers. The company and two of its debtor-affiliates filed for Chapter 11 protection on Feb. 3, 2008 (Bankr. D. Del. Lead Case No. 08-10213). Nancy Peterman, Esq., at Greenberg Traurig LLP, in Florida and Sandra G. Selzer, Esq., at Greenberg Traurig LLP, in Delaware represent the Debtors in their restructuring efforts. The Debtors selected Epiq Bankruptcy Solutions LLC as claims, noticing and balloting agent. The U.S. Trustee for Region 3 appointed seven creditors to serve on an Official Committee of Unsecured Creditors. Margaret M. Manning, Esq., at Whiteford Taylor & Preston in Wilmington, Delaware, represents the Committee in these cases. Wickes Furniture Company's schedules show total assets of $95,503,244 and total liabilities of $153,787,895. Wickes Holding's schedules show total assets of $15,108,493 and total liabilities of $79,535,472. WILL WILLIAMS: Voluntary Chapter Case Summary --------------------------------------------- Debtor: Will James Williams aka The Willliams Family Trust udtd January 1, 1999 aka Will Williams dba Fresno Altas Realty, Inc. 777 First Street Gilroy, CA 95020 Bankruptcy Case No.: 08-55617 Chapter 11 Petition Date: Oct. 1, 2008 Court: Northern District of California (San Jose) Judge: Arthur S. Weissbrodt Debtor's Counsel: Robert C. Borris, Jr., Esq. RBorrisjr@aol.com Law Offices of Robert C. Borris Jr. 21550 Foothill Blvd., 2nd Floor Hayward, CA 94541 Tel: (510) 581-7111 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million The Debtor did not file a list of 20 largest unsecured creditors. WP HICKMAN: Accounting Discrepancies Blamed for Chapter 11 Filing ----------------------------------------------------------------- W.P. Hickman Systems, Inc., and its two affiliates filed voluntary petitions under Chapter 11 in the United States Bankruptcy Court for the Western District of Pennsylvania, citing accounting irregularities, fraudulent transfers of former insiders and subordinated debt holders, and a lender's unwillingness to refinance a loan for their troubles. In September 2004, the company together with its two non-debtor wholly owned subsidiaries, CDI Restoration Services Inc. and Contractors Diversified Inc., entered into a credit facility and security agreement with FirstMerit Bank, N.A., regarding a $5 million revolving credit facility and $3 million in Term Loan. To secure the Revolver and Term Loan obligation, FirstMerit asserted first lien in and security on substantially all of the company's real and personal assets. W.P. Hickman has satisfied all outstanding amounts due under the Term Loan. Before it filed for protection from its creditors, the Revolver and a lock box account served as W.P. Hickman's cash management system, wherein all of its receivables were deposited into a lock box held at FirstMerit and applied to reduce the amount outstanding under the Revolver. In turn, W.P. Hickman would request advances under the Revolver to fund its day-to-day operating obligations. The Revolver's maturity date was extended from Oct. 31, 2007, to July 30, 2008, pursuant to numerous amendments. On July 29, 2008, the company and FirstMerit entered into certain Forbearance and Amendment Agreement, whereby FirstMerit agreed to extend the maturity of the Revolver to September 30, 2008, and forebear from exercising its rights under the Revolver and related loan documents until that date. During the forbearance period, W.P. Hickman used its best efforts to secure alternative financing to refinance the Revolver. W.P. Hickman obtained a written letter of intent from Valens US SPV I, LLC to refinance the Revolver but terminated the transaction citing troubled credit market. As a result of Valens' termination, FirstMerit refused to advance funds under the Revolver even though the Debtors had more than $680,000 available to them under the Revolver's receivables borrowing base. FirstMerit continued to collect the receivables in the lock box and apply them to the Revolver. Under the forbearance agreement, the borrowing base was lowered from 85% to 75%. According to the company, when it contacted FirstMerit to discuss why the Revolver was prematurely terminated and requested a further extension, FirstMerit refused to engage in any constructive discussions notwithstanding the Debtors' offer to provide approximately $4 million in additional collateral. As of the company's bankruptcy filing, the aggregate amount outstanding under the Revolver was approximately $3 million. The company said that FirstMerit intends to aggressively pursue all available legal remedies, including requesting the appointment of a receiver and liquidation of its assets. In addition to the financial stress, W.P. Hickman it certain accounting irregularities and potentially fraudulent activities in excess of $5 million by former insiders and subordinated debt holders. Lawsuits against certain of these insiders are pending before the Court. According to papers filed with the Court, the company listed assets and debts of between $10,000,000 and $50,000,000 each. The company owes $1,443,345 to unsecured creditors including Soprema, Inc., of Cleveland, Ohio, which is owed $480,739; Tucker Arensburg of Pittsburg, Pennsylvania, owed $174,399; and Thomas Hine of Cleveland, Ohio, owed $87,177. W.P. Hickman's affiliates are Hickman Manufacturing Inc., and A.M. Technologies Inc. Hickman Manufacturing is the company's manufacturing operations in Wampun, Pennsylvania. A.M. Technologies offers asset management services to control roofing expenses, among other things. Paul J. Cordaro, Esq., at Campbell & Levine, LLC, represents the Debtors in their restructuring efforts. Financial In fiscal years ending May 31, 2007 and 2008, the company generated gross revenues of approximately $29 million and $27 million, respectively. The company posted a taxable gain of approximately $1.9 million in 2007 and a taxable loss of approximately $1.3 million in 2008. Through the first quarter 2009, the W.P. Hickman posted gross revenues of approximately $13 million and, due to implementation of significant cost reductions, has generated a profit of approximately $1 million. W.P. Hickman says that it is operating on a cash positive basis and is paying its day-to-day debts as they become due. About W.P. Hickman Headquartered in Solon, Ohio, W.P. Hickman Systems Inc. -- http://www.wphickman.com/-- offers commercial roofing products and engages in providing services to federal government through its GSA certification. It is involved in major buying groups, including Sodexho-USA, Horizon Resource Group and U.S Community Services. WP HICKMAN: Case Summary & 18 Largest Unsecured Creditors --------------------------------------------------------- Debtor: W.P. Hickman Systems, Inc. 30700 Solon Industrial Parkway Solon, OH 44139 Bankruptcy Case No.: 08-26591 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Hickman Manufacturing Inc. 08-26591 A.M. Technologies Inc. 08-26591 Type of Business: The Debtors offer commercial roofing products. The Debtors engage in providing services to federal government through its GSA certification and are involved in major buying groups including Sodexho-USA, Horizon Resource Group and U.S Community Services. See: http://www.wphickman.com/ Chapter 11 Petition Date: October 2, 2008 Court: Western District of Pennsylvania (Pittsburgh) Debtor's Counsel: Paul J. Cordaro, Esq. pjc@camlev.com Campbell & Levine LLC 1700 Grant Building Pittsburgh, PA 15219 Tel: (412) 261-0310 Fax: (412) 261-5066 Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million Debtor's 18 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Soprema, Inc. Trade Creditor $480,739 P.O. Box 75755 Cleveland, OH 44101 Tucker Arensburg Trade Creditor $174,399 1500 One PPG Place Pittsburgh, PA 15222 Thompson Hine Trade Creditor $87,177 3900 Key Center 127 Public Square Cleveland, OH 44114-1291 RDF Trucking, Inc. Trade Creditor $76,517 Premium Loan Services, Inc. Trade Creditor $69,675 Hollywood Beach Marriott Trade Creditor $66,507 Maloney & Novotny, LLC Trade Creditor $65,925 Creation Industries Trade Creditor $55,036 Anthem BCBS OH Group Trade Creditor $51,859 Metal-Era, Inc. Roof Edge Trade Creditor $51,084 Systems Wickens, Herzer, Panza & Trade Creditor $40,779 Cook PA Department of Revenue Trade Creditor $39,351 Black Warrior Roofing, Inc. Trade Creditor $37,051 Dawson Insurance, Inc. Trade Creditor $33,879 William Holman Trade Creditor $33,000 AKHIA Trade Creditor $28,104 Cunningham & Associates Trade Creditor $26,290 Renner Otto Boisselle & Trade Creditor $25,973 Sklar, LLP ZVUE CORP: Names Ulysses Curry Jr. as Chairman and Interim CEO -------------------------------------------------------------- ZVUE Corporation disclosed in a Securities and Exchange Commission filing that its Board of Directors has elected Ulysses S. Curry Jr., as Chairman and Interim CEO, effective Sept. 19, 2008. Mr. Curry, a current ZVUE board member, has over 25 years of corporate lending and financing experience with institutions including Bank of America, Citicorp, Xerox Credit Corporation, and ITT Capital. He is also the former CFO of Accuray Incorporated (NASDAQ: ARAY), where he was instrumental in the Company's equity restructuring and capital raising efforts. He successfully implemented changes that allowed the company to achieve its operational, strategic and financial objectives. Mr. Curry Jr., Chairman of the Board and Interim CEO, commented, "I am excited to become ZVUE's interim CEO. Although our company is going through a difficult period, we still have great opportunities in front of us, and I am looking forward to executing on those opportunities." Mr. Curry concluded, "I would personally like to thank Jeff for his leadership and tireless efforts over the past four years to bring the Company this far, and positioning the Company for future growth, and further thank the entire board of directors who remain committed to improving shareholder value by unlocking the true value of our assets going forward." About ZVUE Corp. Based in San Francisco, ZVUE Corporation (Nasdaq: ZVUE) -- http://www.zvue.com/-- is a global digital entertainment company. ZVUE(TM) personal media players are mass-market priced and currently available for purchase online and in Wal-Mart stores throughout the U.S. Going Concern Doubt Salberg & Company, P.A., in Boca Raton, Florida, expressed substantial doubt about ZVUE Corp.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing firm pointed to the company's net loss of $18,188,833 and net cash used in operations of $12,156,127 for the year ended Dec. 31, 2007, and accumulated deficit of $41,218,007 at Dec. 31, 2007. The company has incurred losses and negative cash flows from operations and has an accumulated deficit at June 30, 2008, of $56,897,000. The company posted $8,120,000 in net losses on $1,737,00 for the quarter ended June 30, 2008. At June 30, 2008, the company's consolidated balance sheet also showed strained liquidity with $5,002,000 in total current assets available to pay $6,856,000 in total current liabilities. * Fitch Downgrades Ratings on 25 Tranches from Eight CLOs --------------------------------------------------------- Fitch Ratings has downgraded 25 tranches from 8 total rate of return collateralized loan obligations and affirmed 10 tranches from 5 TRR CLOs. In addition, Fitch places two tranches from two TRR CLOs on Rating Watch Negative. The actions are a result of the continued decline in loan prices in the secondary market, as evidenced by a drop in the average loan price as reported by the Loan Syndications and Trading Association to 82.12 as of Sept. 30, 2008 from 85.91 as of Sept. 15, 2008. Since the last rating actions taken on Sept. 17, 2008, Fitch has confirmed that three transactions have breached their TRS Termination triggers. In two instances, the total return swap counterparties have delivered a TRS notice of termination which has required a liquidation of the collateral. Fitch also estimates that there are an additional seven transactions that are deemed to be within 4 points of their respective termination triggers. The potential for additional loan prices declines could be exacerbated by further portfolio liquidations. These rating actions are effective immediately: Loan Funding Corp 2003-1 -- $25,000,000 class A notes remain at 'B', placed on Rating Watch Negative. -- $12,000,000 class B notes remain at 'CCC'. Boston Light Structured Enhanced Return Vehicle Trust I (Boston Light SERVES) -- $13,000,000 class A-1 downgraded to 'CCC' from 'BB'; -- $25,666,000 class A-2 downgraded to 'CCC' from 'BB'; -- $4,667,000 class B-1 downgraded to 'CCC' from 'B'; -- $20,000,000 class B-2 downgraded to 'CCC' from 'B'. Rivendell Loan Fund, LLC -- $28,750,000 Class A Notes downgraded to 'CCC' from 'B'; -- $18,750,000 Class B Notes remain at 'CCC'. Structured Enhanced Return Vehicle Trust Securities 2004-1, Ltd. (SERVES 2004-1) -- $47,500,000 Class A Notes remain at 'CCC'. Malibu Loan Fund, LLC -- $110,800,000 Class B Notes remain at 'B', placed on Rating Watch Negative. INVESCO Navigator Fund -- $125,000,000 securities remain at 'CCC'. Structured Enhanced Return Vehicle Trust, series 2001-6 (SERVES 2001-6) -- $71,250,000 notes remain at 'BBB+'. CENT Income Opportunity Fund I, LLC -- $100,000,000 income notes remain at 'CCC'. Structured Enhanced Return Vehicle Trust, series 1998-1 (SERVES 1998-1) -- $87,084,000 notes downgraded to 'CCC' from 'BB'. Bryn Mawr CLO II Ltd., (Bryn Mawr) -- $126,000,000 class A-1 revolving notes, downgraded to 'B' from 'BB'; -- $250,000,000 class A-2 term notes to downgraded 'B' from 'BB'; -- $20,000,000 class B notes downgraded to 'CCC' from 'B'; -- $40,223,000 class C notes downgraded to 'CCC' from 'B'; -- $27,865,000 class D notes remain at 'CCC'; -- $900,000 class E-1 notes remain at 'CCC'; -- $900,000 class E-2 notes remain at 'CCC'; Fall Creek CLO, Ltd. -- $157,500,000 class A-1 revolving notes to 'B' from 'BB'; -- $312,500,000 class A-2 notes to 'B' from 'BB'; -- $29,167,000 class B notes to 'CCC' from 'B'; -- $47,000,000 class C notes remain at 'CCC'; -- $6,857,000 class D-1 notes remain at 'CCC'; -- $5,167,000 class D-2 notes remain at 'CCC'. LCM VII, Ltd. -- $126,000,000 class A-1 revolving notes downgraded to 'B' from 'BB'; -- $250,000,000 class A-2 term notes downgraded to 'B' from 'BB'; -- $20,000,000 class B notes downgraded to 'CCC' from 'B'; -- $42,763,000 class C notes downgraded to 'CCC' from 'B'; -- $29,040,000 class D notes remain at 'CCC'; -- $937,000 class E-1 notes remain at 'CC'; -- $937,000 class E-2 notes remain at 'CC'. PPM Riviera Loan Fund, Ltd. -- $21,735,000 class A-1 notes downgraded to 'C' from 'CCC'; -- $11,665,000 class A-2 notes downgraded to 'C' from 'CCC'; -- $22,000,000 class B notes to 'C' from 'CC'. Castle Harbor II, Ltd. -- $21,000,000 class A notes downgraded to 'C' from 'CCC'; -- $26,000,000 class B-1 notes downgraded to 'C' from 'CCC'; -- $10,000,000 class B-2 notes downgraded to 'C' from 'CCC'; -- $3,000,000 class C notes downgraded to 'C' from 'CCC'; -- $8,350,000 combination notes downgraded to 'C' from 'CCC'. Structured Enhanced Return Vehicle Trust, series 2006-1 (SERVES 2006-1) -- $157,500,000 class A-1 revolving notes remain at 'BB'; -- $312,500,000 class A-2 notes remain at 'BB'; -- $29,167,000 class B notes remain at 'CCC'; -- $50,000,000 class C notes remain at 'CCC'; -- $2,080,000 class D-1 notes remain at 'CCC'; -- $2,087,000 class D-2 notes remain at 'CCC'. * Default Rate Continues to Rise in September, S&P Report Says -------------------------------------------------------------- As the downturn in the financial markets continues its nosedive, corporate defaults in the U.S. continue to rise, said an article published by Standard & Poor's. Relevant credit metrics in the U.S. show continued deterioration of credit quality alongside a prolonged contraction of new issuance and tightening credit conditions. The number of corporate defaults continues to rise as expected, with nine U.S. defaults in September, bringing the year-to-date total to 61, according to the article, titled "U.S. Credit Metrics Monthly: Default Rate Continued To Rise In September." This includes the notable defaults of Lehman Brothers and Washington Mutual and their subsidiaries. This easily exceeds the combined 16 and 22 defaults in full-years 2007 and 2006, respectively. The preliminary estimate for the U.S. 12-month-trailing speculative-grade default rate in September is 2.68% (subject to revision), roughly in line with 2.5% in August and higher than the 0.97% reported in December 2007. "We expect the speculative-grade default rate to escalate to a mean forecast of 4.9% by August 2009, but it could reach as high as 8.5% if economic conditions are worse than expected," said Diane Vazza, head of Standard & Poor's Global Fixed Income Research Group. * S&P: Striving Economy & Jittery Markets Rattle Sr. Living Sector ------------------------------------------------------------------ Dwindling investment returns, diminishing home equity values, and the shaky economy are causing many senior citizens to reevaluate plans to move to senior-living communities or housing, according to a report published by Standard & Poor's Ratings Services. The article, "Economic Woes And Shaky Markets Are Likely To Weaken The U.S. Not-For-Profit Senior-Living Sector," also says that since many communities rely on investment and other nonoperating income to produce positive excess margins, S&P can expects balance sheet ratios and debt service coverage to retreat, possibly affecting Standard & Poor's ratings and outlooks on certain senior-living issues. "While the ratings distribution of the 85 issues that make up Standard & Poor's senior-living sector portfolio remained stable in 2008, downgrades exceeded upgrades for the first time in three years," said Standard & Poor's credit analyst Karl Propst. "In addition, our negative outlooks have started to trend higher, with the number of positive outlooks remaining flat," said Mr. Propst. Counterbalancing the expected periods of financial instability is the continued strong demand for services by seniors as their ranks increase in concert with overall demographical trends. * S&P: Wachovia's Commonfund Closing May Affect Higher Education ---------------------------------------------------------------- Standard & Poor's Ratings Services is analyzing the effect on the rated debt of colleges, universities, and independent schools of the closure of the Commonfund Short Term Fund. There are 1,007 educational institutions with investments in the fund, composed of approximately 900 colleges and universities and 100 private, independent schools. Wachovia Bank N.A., the trustee of the fund, has announced that it will close the fund. On Sept. 29, 2008, Wachovia limited liquidity to 10% of each participant investor's account value, and announced that the remaining 90% of the fund would be available to investors over the near term as securities in the portfolio mature and as advisors are able to sell underlying securities in normalized markets. Already, the liquidity available to investors is a slightly higher percentage (32.6%) than the amount expected on Sept. 29. S&P sees two levels of risk for investors stemming from the limits on liquidity. First, a number of investors had been using the fund as a source of liquidity for variable-rate demand bonds and commercial paper. S&P is evaluating whether it believes those institutions still have sufficient liquidity to cover the purchase price of bonds or notes that have been tendered but not remarketed. The recent inclusion of numerous external bank facilities to provide additional liquidity for bonded debt is a positive development in S&P's opinion, and many institutions have already indicated they are using bank facilities exclusively to cover their debt. For those institutions that rely on a mix of liquidity, including the Commonfund Short Term Fund or other closed money market funds, a failure to provide sufficient coverage on outstanding put bonds or notes could lead it to withdraw S&P's short-term ratings on affected debt. The investment of working capital and operational liquidity in the short-term fund is another level of risk S&P sees for many institutions. Many institutions deposited tuition and fees for the fall semester in the fund, expecting to use the money for payroll and other operating expenses. Standard & Poor's has learned that the fund expects to return full principal to institutions invested in the fund. While the fund has some exposure to credit risk, S&P believes the delay in receipt of funds is a near-term risk to institutions. The Commonfund indicates that institutions can expect to receive 57% of invested funds by Dec. 31, 2008, and 74% of invested funds by Dec. 31, 2009. S&P expects the trustee's strategy of allowing withdrawals upon maturity of the high quality, short-term investments to result in full repayment of invested principal to institutions. However, the delay in receipt of funds that could be sizable for some institutions could also affect payroll, debt repayments, and other operating expenses. The fund's assets totaled approximately $9.3 billion and the investments by individual schools in the fund ranged from thousands of dollars to several hundred million dollars. Once S&P obtains additional information, S&P will provide an update. * S&P Cuts Ratings on 38 Tranches from 13 Cash Flow & Hybrid CDOs ----------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on 38 tranches from 13 U.S. cash flow and hybrid collateralized debt obligation transactions. S&P removed 16 of the lowered ratings from CreditWatch with negative implications. At the same time, S&P placed two additional ratings from two transactions on CreditWatch with negative implications. The ratings on 16 of the downgraded tranches are on CreditWatch with negative implications, indicating a significant likelihood of further downgrades. The CreditWatch placements primarily affect transactions for which a significant portion of the collateral assets currently have ratings on CreditWatch with negative implications or have significant exposure to assets rated in the 'CCC' category. The 38 downgraded U.S. cash flow and hybrid tranches have a total issuance amount of $7.191 billion. Seven of the 13 affected transactions are mezzanine structured finance CDOs of asset-backed securities, which are collateralized in large part by mezzanine tranches of residential mortgage-backed securities and other SF securities. Six of the 13 transactions are high-grade SF CDOs of ABS, which were collateralized at origination primarily by 'AAA' through 'A' rated tranches of RMBS and other SF securities. The CDO downgrades reflect a number of factors, including credit deterioration and recent negative rating actions on U.S. subprime RMBS. To date, including the CDO tranches listed below and including actions on both publicly and confidentially rated tranches, S&P has lowered its ratings on 3,857 tranches from 873 U.S. cash flow, hybrid, and synthetic CDO transactions as a result of stress in the U.S. residential mortgage market and credit deterioration of U.S. RMBS. In addition, 1,334 ratings from 464 transactions are currently on CreditWatch with negative implications for the same reasons. In all, S&P has downgraded $445.901 billion of CDO issuance. Additionally, S&P's ratings on $33.527 billion of securities have not been lowered but are currently on CreditWatch with negative implications, indicating a high likelihood of future downgrades. Rating Actions Rating ------ Transaction Class To From ----------- ----- -- ---- Broderick CDO 1 Ltd A-1V BB+/Watch Neg AAA/Watch Neg Broderick CDO 1 Ltd A-1NVA BB+/Watch Neg AAA/Watch Neg Broderick CDO 1 Ltd A-1NVB BB+/Watch Neg AAA/Watch Neg Broderick CDO 1 Ltd A-2 CCC-/Watch Neg A+/Watch Neg Broderick CDO 1 Ltd B CC BBB/Watch Neg Broderick CDO 1 Ltd C CC BB- /Watch Neg Duke Funding High Grade VI Ltd X AAA/Watch Neg AAA Duke Funding High Grade VI Ltd A-1LA B+/Watch Neg AA/Watch Neg Duke Funding High Grade VI Ltd A-1LB CCC-/Watch Neg AA- /Watch Neg Duke Funding High Grade VI Ltd A-2L CC B-/Watch Neg Duke Funding High Grade VI Ltd A-3L CC CCC/Watch Neg Fort Duquesne CDO 2006-1 Ltd A-1A AAA/Watch Neg AAA Fort Duquesne CDO 2006-1 Ltd A-1B BB-/Watch Neg AA/Watch Neg Fort Duquesne CDO 2006-1 Ltd X BB-/Watch Neg AAA/Watch Neg Fort Duquesne CDO 2006-1 Ltd A-2 CC BB- /Watch Neg Fort Duquesne CDO 2006-1 Ltd B CC CCC+/Watch Neg Fort Point CDO II Ltd. A-1 AA-/Watch Neg AAA Fort Point CDO II Ltd. A-2 B-/Watch Neg AAA Fort Point CDO II Ltd. A-3 CC BBB + Fort Point CDO II Ltd. B CC BBB- Fort Point CDO II Ltd. C CC CCC+/Watch Neg Fourth Street Funding Ltd. A-1 CC B+/Watch Neg Fourth Street Funding Ltd. A-2 CC CCC- /Watch Neg Kent Funding II Ltd X AA/Watch Neg AAA Kent Funding II Ltd A-1A CCC-/Watch Neg BB- /Watch Neg Kent Funding II Ltd A-1B CCC-/Watch Neg BB- /Watch Neg Kent Funding II Ltd A-2 CC CCC- /Watch Neg Kleros Preferred Funding VII Ltd A-1 CC BB- /Watch Neg MKP CBO II Ltd A-2 A AA MKP CBO II Ltd B CC B + Nautilus RMBS CDO III Ltd A-1S CCC/Watch Neg BB/Watch Neg Pacific Pinnacle CDO Ltd X B/Watch Neg BBB/Watch Neg Pacific Pinnacle CDO Ltd A-1LA CC B/Watch Neg Pacific Pinnacle CDO Ltd A-1LB CC CCC- /Watch Neg Saturn Ventures 2004 - Fund B BB+ BBB America Investors III Ltd. Saturn Ventures 2004 - Fund C B- BB- America Investors III Ltd. Sorin CDO VI Ltd A-1LA CC BB- /Watch Neg Sorin CDO VI Ltd A-1LB CC CCC/Watch Neg Term CDO 2007-1 Ltd A-1LA CCC-/Watch Neg BB- /Watch Neg Term CDO 2007-1 Ltd A-1LB CC B-/Watch Neg OTHER OUTSTANDING RATINGS Transaction Class Rating Duke Funding High Grade VI Ltd B-1L CC Fort Duquesne CDO 2006-1 Ltd C CC Fort Duquesne CDO 2006-1 Ltd D CC Fourth Street Funding, Ltd. A-3 CC Fourth Street Funding, Ltd. B CC Fourth Street Funding, Ltd. C CC Fourth Street Funding, Ltd. D CC Fourth Street Funding, Ltd. E CC Fourth Street Funding, Ltd. F CC Kent Funding II Ltd B CC Kent Funding II Ltd C CC Kent Funding II Ltd D CC Kent Funding II Ltd E CC Kleros Preferred Funding VII Ltd A-2 CC Kleros Preferred Funding VII Ltd A-3 CC Kleros Preferred Funding VII Ltd A-4 CC Kleros Preferred Funding VII Ltd B CC Kleros Preferred Funding VII Ltd C CC Kleros Preferred Funding VII Ltd D CC MKP CBO II Ltd A-1 AAA MKP CBO II Ltd C-1 CC MKP CBO II Ltd C-2 CC Nautilus RMBS CDO III Ltd A-1J CCC-/Watch Neg Nautilus RMBS CDO III Ltd A-2 CCC-/Watch Neg Nautilus RMBS CDO III Ltd A-3F CC Nautilus RMBS CDO III Ltd A-3V CC Nautilus RMBS CDO III Ltd B CC Nautilus RMBS CDO III Ltd C CC Pacific Pinnacle CDO Ltd A-1LC CC Pacific Pinnacle CDO Ltd A-2L CC Pacific Pinnacle CDO Ltd A-3L CC Pacific Pinnacle CDO Ltd B-1L CC Saturn Ventures 2004 - Fund A-1 AAA America Investors III, Limited Saturn Ventures 2004 - Fund A-2 AAA America Investors III, Limited Saturn Ventures 2004 - Fund A-3 A + America Investors III, Limited Sorin CDO VI Ltd A-2L CC Sorin CDO VI Ltd A-3L CC Sorin CDO VI Ltd B-1L CC Sorin CDO VI Ltd B-2L CC Term CDO 2007-1 Ltd A-2L CC Term CDO 2007-1 Ltd A-3L CC Term CDO 2007-1 Ltd B-1L CC * S&P Lowers Ratings on Eight Cert. Classes from Three US RMBS -------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on eight classes of mortgage pass-through certificates from three U.S. residential mortgage-backed securities transactions backed by prime jumbo mortgage collateral. S&P removed three of the lowered ratings from CreditWatch with negative implications. Concurrently, S&P affirmed its ratings on 53 other classes from various transactions, including those with lowered ratings. The lowered ratings reflect S&P's loss expectations based on the dollar amount of loans in the transactions' delinquency pipelines, coupled with remaining credit support. Because the pool factors for the transactions with lowered ratings are becoming increasingly small, the potential losses from delinquent loans could have a more significant impact on the credit support available for the remaining classes. Based on the current collateral performance of these transactions, S&P projects that future credit enhancement percentages will be insufficient to maintain the ratings at their previous levels. In fact, S&P previously downgraded classes from two of the three transactions to 'D'. As of the August 2008 remittance report, the levels of current credit support compared with severe delinquencies for the three deals are: IndyMac ARM Trust IndyMac Grantor Trust 2001-H1 Series Class Credit support (mil. $) Sev. del. (mil. $) ------ ----- ----------------------- ------------------ 2001-H1 B-1 0.663 2.379 2001-H1 B-2 0.211 2.379 IndyMac ARM Trust 2001-H2 Series Class Credit support (mil. $) Sev. del. (mil. $) ------ ----- ----------------------- ------------------ 2001-H2 B-2 0.274 0.698 2001-H2 B-3 0.110 0.698 Structured Asset Securities Corp. 2002-18A Series Class Credit support (mil. $) Sev. del. (mil. $) ------ ----- ----------------------- ------------------ 2002-18A B2I,B2IX,B2II 1.168 2.875 2002-18A B-3 0.616 2.875 As of the Aug. 25, 2008, distribution, cumulative losses for the downgraded transactions ranged from 0.11% to 0.48% of each transaction's original pool balance. Total delinquencies ranged from 17.85% to 42.44% of the current pool balances, while severe delinquencies ranged from 17.85% to 28.42% of the current pool balances. The affirmations reflect current and projected credit support percentages that are sufficient to maintain the ratings at their current levels. A senior-subordinate structure provides credit support for these transactions. The collateral backing the certificates originally consisted of 15- to 30-year prime fixed- and adjustable-rate mortgage loans secured by one- to four-family residential properties. Rating Actions IndyMac ARM Trust IndyMac ARM Grantor Trust 2001-H1 Series 2001-H1 Rating ------ Class CUSIP To From ----- ----- -- ---- B-1 45660UAF6 BBB- AA B-2 45660UAG4 CCC BBB-/Watch Neg IndyMac ARM Trust 2001-H2 Series 2001-H2 Rating ------ Class CUSIP To From ----- ----- -- ---- B-2 45660UAW9 BB A B-3 45660UAX7 B BB/Watch Neg Structured Asset Securities Corp. Series 2002-18A Rating ------ Class CUSIP To From ----- ----- -- ---- B2-I 86358R5N3 A AA B2-I-X 86358R5P8 A AA B2-II 86358R5R4 A AA B3 86358R5S2 B BBB/Watch Neg Ratings Affirmed Bank of America Mortgage Securities Inc. Series 2002-G Class CUSIP Rating ----- ----- ------ 1-A-1 06050HKP2 AAA 1-A-2 06050HKQ0 AAA 1-A-3 06050HKR8 AAA 1-A-4 06050HKS6 AAA 1-A-5 06050HKT4 AAA A-PT 06050HKW7 AAA 2-A-1 06050HKV9 AAA 2-B-1 06050HLA4 AAA 2-B-2 06050HLB2 AAA 2-B-3 06050HLC0 A+ Credit Suisse First Boston Mortgage Securities Corp. Series 2002-29 Class CUSIP Rating ----- ----- ------ I-A-1 22541NPK9 AAA I-P 22541NPR4 AAA I-B-1 22541NPT0 AA- I-B-2 22541NPU7 A- A-X 22541NPQ6 AAA I-B-3 22541NPV5 BBB- II-P 22541NPS2 AAA II-B-1 22541NPW3 AA+ II-B-2 22541NPX1 A- II-B-3 22541NPY9 BB IndyMac ARM Trust IndyMac ARM Grantor Trust 2001-H1 Series 2001-H1 Class CUSIP Rating ----- ----- ------ I-A 45660UAA7 AAA II-A 45660UAB5 AAA III-A-2 45660UAJ8 AAA X-1 45660UAE9 AAA X-2 45660UAK5 AAA IndyMac ARM Trust 2001-H2 Series 2001-H2 Class CUSIP Rating ----- ----- ------ A-1 45660UAQ2 AAA A-2 45660UAT6 AAA A-3 45660UAU3 AAA X 45660UAY5 AAA B-1 45660UAV1 AA MASTR Adjustable Rate Mortgages Trust 2002-3 Series 2002-3 Class CUSIP Rating ----- ----- ------ 1-A-1 576433BH8 AAA 2-A-1 576433BJ4 AAA 3-A-1 576433BL9 AAA 4-A-1 576433BM7 AAA B-1 576433BQ8 AAA B-2 576433BR6 AA+ B-3 576433BS4 A- Sequoia Mortgage Trust 9 Series 9 Class CUSIP Rating ----- ----- ------ 1A 81743SAA8 AAA 2A 81743SAB6 AAA X-1A 81743SAC4 AAA X-1B 81743SAD2 AAA X-B 81743SAE0 AAA B-1 81743SAG5 AAA B-2 81743SAH3 AA- B-3 81743SAJ9 BBB+ B-4 BB B-5 B Structured Asset Securities Corp. Series 2002-18A Class CUSIP Rating ----- ----- ------ 1-A1 86358R5E3 AAA 2-A1 86358R5G8 AAA 3-A 86358R5J2 AAA B1-I 86358R5L7 AA+ B1-I-X 86358R5M5 AA+ B1-II 86358R5Q6 AA+ * Bruce E. de'Medici Joins SmithAmundsen LLC -------------------------------------------- SmithAmundsen LLC disclosed that Bruce E. de'Medici has joined the firm's Chicago office as a partner in its Bankruptcy & Creditors' Rights Practice Group. Prior to joining SmithAmundsen, Mr. de'Medici was of counsel at Mendell Menkes & Surdyk LLC in Chicago. Mr. de'Medici has more than 20 years experience representing clients in commercial transactions in state and federal courts, including the bankruptcy court, as well as in non-judicial insolvency settings. He has experience recovering assets, collecting accounts, enforcing negotiable instruments, avoiding and defending preferences, and utilizing the protections of the U.S. Bankruptcy Code and applicable law to reorganize clients' operations, and preserve their businesses. Mr. de'Medici's clients include chapter 11 debtors, bankruptcy trustees, secured creditors, vendors, lessors, and other parties. "We are excited to have Bruce join our growing practice," said Brian Graham, chair of SmithAmundsen's Bankruptcy & Creditors' Rights Practice Group. "His experience substantially broadens the array and depth of services available to our clients." Mr. de'Medici received a B.A. from University of Michigan and a J.D. from Wayne State University and he is admitted to practice in Illinois and Michigan. About SmithAmundsen LLC Headquartered in Chicago, Illinois, SmithAmundsen LLC -- http://www.salawus.com/-- has grown to more than 110 attorneys with offices in Chicago, Rockford, St. Charles, Waukegan, and Woodstock, Illinois and Milwaukee, Wisconsin. SmithAmundsen's attorneys offer expertise in a broad range of practice areas. As one of Chicago's premier litigation firms, SmithAmundsen's success is built upon a foundation of integrity, professionalism, and a commitment to exceeding client expectations. * Traxi Adds Kelly Beaudin Stapleton as Sr. Managing Director ------------------------------------------------------------- Traxi LLC disclosed that former U.S. Trustee Kelly Beaudin Stapleton has joined the firm as a senior managing director in its Corporate Restructuring and Advisory Group. Ms. Stapleton will be responsible for providing financial and business advice to the firm's clients, building on Traxi's successful track record. In addition, she will lead Traxi's office in the Wilmington -- Philadelphia corridor, opening this fall. "[Ms. Stapleton] brings invaluable insight into the bankruptcy and restructuring process and the critical issues facing distressed companies, creditors and lenders in a range of industries," Perry M. Mandarino, senior managing director, Traxi LLC, said. "She will play a key role in the growth of our Corporate Restructuring and Advisory Group. Our success stems from the senior-level attention that we provide our clients and Kelly's experience adds a new dimension to our skill set." As U.S. Trustee for Region 3, Stapleton was responsible for the management of five federal agency offices and oversight of all bankruptcies filed in Pennsylvania, New Jersey and Delaware. She supervised all of the Chapter 7 and 13 trustees, well as Justice Department staff, managing all aspects of the bankruptcy process including first day motions, formation of creditors' committees, review of professional retentions and fees, and appellate review. Additionally, she was responsible for the engagement of outside professionals in the appointments of trustees and examiners in Chapter 11 cases. Ms. Stapleton was appointed the Trustee by Attorney General John Ashcroft in 2005 and during her tenure oversaw significant restructurings in the areas of asbestos; consumer protection; corporate fraud; disclosure and professional fees; employee retention and bonus plans; subprime lending; retail; restaurant chains and airlines. Ms. Stapleton oversaw some of the largest cases ever filed in Region 3, including W.R. Grace & Co., Armstrong World Industries, Congoleum Corporation, Owens Corning, New Century Financial, Dura Automotive Systems, Nellson Neutraceutical, American Business Financial Services, e-Toys, Sharper Image Corporation, Lillian Vernon, Buffets and Independence Air. "I am pleased to begin an exciting new phase of my career at a firm with the impressive background and credentials as Traxi," Ms. Stapleton said. "Traxi's client base and deep experience in advising companies and creditors in distressed situations provides me with a national platform to help companies and executives navigate the challenging landscape of corporate restructuring." The addition of Stapleton follows the recent hire of several professionals to the firm's New York office including Rich Mgrdechian as a managing director; Peter Hoberman as a director; Kelly Sickles as a vice president and Rich Saltzman and Patricia Chernego as associates. "This is a time of unprecedented growth for Traxi," added Anthony Pacchia, founding partner of Traxi. "The addition of these talented professionals to our team broadens the depth and breadth of our capabilities and areas of expertise and will help us serve an expanding national client roster." About Traxi LLC Headquartered in New York City, Traxi LLC -- http://www.traxi.com/ -- is a premier special situation advisory firm and provider of value-enhancing business solutions to companies, financial institutions, creditors' committees, investors and government agencies. Areas of expertise include: Corporate Restructuring and Advisory; Corporate Finance; Asset Recovery and Portfolio Management; Dispute & Forensic Analysis and Fiduciary Positions. * BOND PRICING: For the Week of Sept. 29 - Aug. 5, 2008 ----------------------------------------------------- Issuer Coupon Maturity Bid Price ------ ------ -------- --------- AIRTRAN HOLDINGS 7.000% 7/1/2023 49.57 ABITIBI-CONS FIN 7.875% 8/1/2009 75.00 BOWATER INC 6.500% 6/15/2013 37.00 AMBAC INC 9.375% 8/1/2011 82.75 ALESCO FINANCIAL 7.625% 5/15/2027 51.00 ANTIGENICS 5.250% 2/1/2025 30.50 ATHEROGENICS INC 4.500% 9/1/2008 11.50 ATHEROGENICS INC 4.500% 3/1/2011 11.50 ATHEROGENICS INC 1.500% 2/1/2012 11.75 AMER GENL FIN 3.750% 11/15/2008 75.36 AMER GENL FIN 3.750% 12/15/2008 84.50 AMER GENL FIN 3.750% 12/15/2008 95.06 AMER GENL FIN 3.875% 12/15/2008 92.00 INTL LEASE FIN 6.375% 3/15/2009 92.50 INTL LEASE FIN 3.500% 4/1/2009 90.50 AMER GENL FIN 3.800% 4/15/2009 72.00 AMER GENL FIN 3.350% 5/15/2009 34.01 AMER GENL FIN 4.400% 5/15/2009 25.26 AMER GENL FIN 4.625% 5/15/2009 64.50 INTL LEASE FIN 5.600% 5/15/2009 70.00 AMER GENL FIN 4.000% 6/15/2009 53.13 AMER GENL FIN 4.350% 6/15/2009 44.89 INTL LEASE FIN 4.750% 7/1/2009 88.00 AMER GENL FIN 4.400% 7/15/2009 60.00 AMER GENL FIN 4.500% 7/15/2009 80.00 AMER GENL FIN 4.000% 8/15/2009 70.00 AMER GENL FIN 4.200% 8/15/2009 45.00 AMER GENL FIN 5.375% 9/1/2009 64.58 AMER GENL FIN 3.900% 9/15/2009 78.73 AMER GENL FIN 4.300% 9/15/2009 50.03 AMER GENL FIN 4.500% 9/15/2009 79.87 AMER GENL FIN 5.000% 9/15/2009 64.05 AMER GENL FIN 3.875% 10/1/2009 61.57 AMER GENL FIN 4.550% 10/15/2009 38.85 AMER GENL FIN 8.450% 10/15/2009 75.00 AMER GENL FIN 3.875% 11/15/2009 38.96 AMER GENL FIN 4.000% 11/15/2009 60.07 AMER GENL FIN 4.000% 11/15/2009 54.90 AMER GENL FIN 4.200% 11/15/2009 40.00 AMER GENL FIN 4.600% 11/15/2009 62.50 AMER GENL FIN 4.125% 1/15/2010 69.50 INTL LEASE FIN 7.250% 2/15/2010 75.04 INTL LEASE FIN 5.150% 3/15/2010 60.26 INTL LEASE FIN 5.000% 4/15/2010 79.00 AMER GENL FIN 4.050% 5/15/2010 56.22 AMER GENL FIN 4.875% 5/15/2010 66.46 AMER GENL FIN 4.300% 6/15/2010 65.00 AMER GENL FIN 4.750% 6/15/2010 52.70 AMER GENL FIN 4.875% 6/15/2010 54.50 AMER GENL FIN 5.200% 6/15/2010 51.50 INTL LEASE FIN 5.400% 6/15/2010 70.04 AMER GENL FIN 4.300% 7/15/2010 40.55 AMER GENL FIN 5.350% 7/15/2010 60.04 AMER GENL FIN 6.250% 7/15/2010 50.15 INTL LEASE FIN 7.250% 7/15/2010 70.25 AMER GENL CORP 7.500% 8/11/2010 66.00 AMER GENL FIN 4.500% 8/15/2010 38.25 AMER GENL FIN 8.000% 8/15/2010 62.00 AMER GENL FIN 4.625% 9/1/2010 64.02 INTL LEASE FIN 4.875% 9/1/2010 67.00 AMER GENL FIN 4.600% 9/15/2010 44.06 AMER GENL FIN 5.000% 9/15/2010 35.00 AMER GENL FIN 5.200% 9/15/2010 26.01 AMER GENL FIN 4.250% 10/15/2010 40.00 AMER GENL FIN 4.600% 10/15/2010 34.02 AMER GENL FIN 4.150% 11/15/2010 29.13 AMER GENL FIN 5.000% 11/15/2010 54.00 AMER GENL FIN 4.400% 12/15/2010 45.10 AMER GENL FIN 5.000% 12/15/2010 48.07 AMER GENL FIN 5.000% 12/15/2010 31.00 AMER GENL FIN 5.000% 1/15/2011 25.01 AMER GENL FIN 4.000% 3/15/2011 47.00 AMER GENL FIN 5.000% 3/15/2011 25.26 INTL LEASE FIN 5.450% 3/24/2011 70.90 AMER GENL FIN 5.250% 4/15/2011 25.01 AMER GENL FIN 5.500% 4/15/2011 27.00 AMER GENL FIN 5.200% 5/15/2011 27.88 AMER GENL FIN 5.000% 6/15/2011 15.01 AMER GENL FIN 5.600% 6/15/2011 40.00 INTL LEASE FIN 5.650% 6/15/2011 35.00 AMER GENL FIN 6.000% 7/15/2011 25.01 AMER GENL FIN 6.250% 7/15/2011 43.00 AMER GENL FIN 6.250% 7/15/2011 12.05 AMER GENL FIN 8.150% 8/15/2011 20.10 AMER GENL FIN 5.625% 8/17/2011 43.50 AMER GENL FIN 4.300% 10/15/2011 25.89 AMER INTL GROUP 5.375% 10/18/2011 59.00 AMER GENL FIN 5.200% 12/15/2011 45.50 AMER GENL FIN 4.625% 3/15/2012 30.60 AMER GENL FIN 5.500% 6/15/2012 45.00 AMER GENL FIN 4.100% 7/15/2012 30.26 AMER GENL FIN 4.875% 7/15/2012 37.00 AMER GENL FIN 5.375% 10/1/2012 44.80 AMER GENL FIN 5.250% 12/15/2012 31.25 AMER GENL FIN 5.500% 12/15/2012 40.00 AMER GENL FIN 6.000% 4/15/2013 24.00 AMER GENL FIN 6.000% 4/15/2013 25.26 AMER GENL FIN 5.400% 5/15/2013 26.00 AMER GENL FIN 5.750% 5/15/2013 23.89 AMER GENL FIN 5.850% 6/1/2013 46.50 INTL LEASE FIN 7.500% 7/15/2013 40.00 INTL LEASE FIN 7.500% 7/15/2013 45.05 AMER GENL FIN 5.000% 8/15/2013 30.00 AMER GENL FIN 5.400% 9/15/2013 30.26 AMER GENL FIN 5.800% 9/15/2013 35.00 AMER GENL FIN 5.500% 5/15/2014 26.26 AMER GENL FIN 5.400% 6/15/2014 30.63 AMER GENL FIN 5.500% 6/15/2014 30.26 AMER GENL FIN 5.500% 6/15/2014 15.20 AMER GENL FIN 6.000% 10/15/2014 22.90 AMER GENL FIN 6.000% 10/15/2014 30.04 AMER GENL FIN 6.000% 12/15/2014 24.00 AMER GENL FIN 7.000% 7/15/2015 25.25 AMER GENL FIN 7.500% 7/15/2015 25.25 AMER GENL INSTIT 8.125% 3/15/2046 19.93 AMES TRUE TEMPER 10.000% 7/15/2012 60.00 AMBASSADORS INTL 3.750% 4/15/2027 38.00 AMR CORP 9.200% 1/30/2012 56.00 AMR CORP 9.000% 8/1/2012 60.18 AMR CORP 4.500% 2/15/2024 89.88 AMER MEDIA OPER 10.250% 5/1/2009 71.50 ARVIN INDUSTRIES 7.125% 3/15/2009 88.78 BANK NEW ENGLAND 8.750% 4/1/1999 5.75 BANK NEW ENGLAND 9.875% 9/15/1999 3.00 BURLINGTON COAT 11.125% 4/15/2014 51.00 BALLY TOTAL FITN 13.000% 7/15/2011 17.00 BANKUNITED CAP 3.125% 3/1/2034 22.90 BUFFETS INC 12.500% 11/1/2014 1.50 BON-TON DEPT STR 10.250% 3/15/2014 20.70 BOSTON PVT FINL 3.000% 7/15/2027 82.32 BRODER BROS CO 11.250% 10/15/2010 60.00 COMPUCREDIT 3.625% 5/30/2025 33.15 CHANCELLOR MEDIA 8.000% 11/1/2008 97.00 CLEAR CHANNEL 5.750% 1/15/2013 33.00 CLEAR CHANNEL 5.500% 9/15/2014 31.12 CLEAR CHANNEL 4.900% 5/15/2015 38.46 CELL GENESYS INC 3.125% 11/1/2011 41.50 CHEROKEE INTL 5.250% 11/1/2008 75.00 CHARTER COMM HLD 10.000% 4/1/2009 91.50 CHARTER COMM HLD 11.125% 1/15/2011 49.68 CHARTER COMM HLD 10.000% 5/15/2011 54.00 CHARTER COMM HLD 11.750% 5/15/2011 65.00 CCH I LLC 11.125% 1/15/2014 45.00 CCH I LLC 9.920% 4/1/2014 38.00 CCH I LLC 10.000% 5/15/2014 37.25 CHARTER COMM INC 6.500% 10/1/2027 24.08 CIT GROUP INC 3.875% 11/3/2008 98.00 CIT GROUP INC 5.125% 11/15/2008 93.50 CIT GROUP INC 3.375% 4/1/2009 90.00 CIT GROUP INC 6.250% 9/15/2009 79.80 CIT GROUP INC 6.250% 9/15/2009 81.00 CIT GROUP INC 6.875% 11/1/2009 75.00 CIT GROUP INC 4.125% 11/3/2009 65.00 CIT GROUP INC 4.250% 2/1/2010 66.00 CIT GROUP INC 6.500% 3/15/2010 60.30 CIT GROUP INC 5.250% 9/15/2010 51.63 CIT GROUP INC 5.200% 11/3/2010 55.03 CIT GROUP INC 5.250% 11/15/2010 54.96 CIT GROUP INC 4.750% 12/15/2010 60.60 CIT GROUP INC 5.600% 4/27/2011 60.50 CIT GROUP INC 5.800% 7/28/2011 47.90 CIT GROUP INC 7.625% 11/30/2012 51.55 CIT GROUP INC 5.400% 3/7/2013 53.00 CIT GROUP INC 7.900% 3/15/2013 45.00 CIT GROUP INC 6.250% 11/15/2017 25.00 CIT GROUP INC 6.150% 9/15/2021 23.50 CLAIRE'S STORES 9.250% 6/1/2015 43.50 CLAIRE'S STORES 10.500% 6/1/2017 34.25 NEW PLAN EXCEL 7.400% 9/15/2009 61.00 CONSTAR INTL 11.000% 12/1/2012 18.41 CAPITAL ONE BANK 4.250% 12/1/2008 96.10 CARAUSTAR INDS 7.375% 6/1/2009 70.00 CELL THERAPEUTIC 5.750% 12/15/2011 10.25 DECODE GENETICS 3.500% 4/15/2011 32.10 DELTA MILLS INC 9.625% 9/1/2007 9.00 DELPHI CORP 6.500% 8/15/2013 11.75 DAYTON SUPERIOR 13.000% 6/15/2009 74.66 EOP OPERATING LP 4.000% 10/15/2008 99.00 EOP OPERATING LP 4.800% 4/15/2009 88.30 FORD MOTOR CRED 5.250% 10/20/2008 97.88 FORD MOTOR CRED 6.375% 11/5/2008 94.50 FORD MOTOR CRED 5.100% 12/22/2008 92.00 FORD MOTOR CRED 5.800% 1/12/2009 91.50 FORD MOTOR CRED 4.600% 1/20/2009 90.90 FORD MOTOR CRED 4.350% 2/20/2009 89.18 FORD MOTOR CRED 4.350% 2/20/2009 87.82 FORD MOTOR CRED 4.500% 3/20/2009 85.69 FORD MOTOR CRED 4.900% 5/20/2009 82.98 FORD MOTOR CRED 5.350% 5/20/2009 78.70 FORD MOTOR CRED 5.250% 6/22/2009 75.57 FORD MOTOR CRED 5.400% 6/22/2009 75.37 FORD MOTOR CRED 5.500% 6/22/2009 77.00 FORD MOTOR CRED 5.500% 6/22/2009 79.02 FORD MOTOR CRED 4.800% 7/20/2009 79.85 FORD MOTOR CRED 5.100% 7/20/2009 78.50 FORD MOTOR CRED 5.200% 7/20/2009 79.75 FORD MOTOR CRED 5.000% 8/20/2009 78.84 FORD MOTOR CRED 4.900% 9/21/2009 69.40 FORD MOTOR CRED 5.000% 9/21/2009 77.00 FORD MOTOR CRED 5.000% 9/21/2009 69.60 FORD MOTOR CRED 5.000% 9/21/2009 80.21 FORD MOTOR CRED 5.050% 9/21/2009 44.00 FORD MOTOR CRED 4.900% 10/20/2009 54.88 FORD MOTOR CRED 5.000% 10/20/2009 67.00 FORD MOTOR CRED 7.375% 10/28/2009 69.50 FORD MOTOR CRED 5.100% 11/20/2009 73.29 FORD MOTOR CRED 5.150% 11/20/2009 59.90 FORD MOTOR CRED 5.150% 11/20/2009 64.71 FORD MOTOR CRED 5.150% 11/20/2009 73.85 FORD MOTOR CRED 5.250% 12/21/2009 63.98 FORD MOTOR CRED 5.350% 12/21/2009 72.27 FORD MOTOR CRED 5.400% 12/21/2009 62.90 FORD MOTOR CRED 5.700% 1/15/2010 73.75 FORD MOTOR CRED 5.500% 1/20/2010 69.05 FORD MOTOR CRED 5.500% 2/22/2010 68.00 FORD MOTOR CRED 5.500% 2/22/2010 67.61 FORD MOTOR CRED 6.000% 2/22/2010 61.70 FORD MOTOR CRED 7.250% 3/22/2010 59.25 FORD MOTOR CRED 5.950% 5/20/2010 65.62 FORD MOTOR CRED 7.875% 6/15/2010 61.13 FORD MOTOR CRED 5.750% 6/21/2010 61.86 FORD MOTOR CRED 5.850% 6/21/2010 61.00 FORD MOTOR CRED 6.000% 6/21/2010 63.35 FORD MOTOR CRED 6.050% 7/20/2010 55.11 FORD MOTOR CRED 6.150% 7/20/2010 54.77 FORD MOTOR CRED 7.000% 7/20/2010 55.00 FORD MOTOR CRED 6.400% 8/20/2010 62.19 FORD MOTOR CRED 7.150% 8/20/2010 43.00 FORD MOTOR CRED 9.750% 9/15/2010 67.00 FORD MOTOR CRED 6.050% 9/20/2010 52.00 FORD MOTOR CRED 6.150% 9/20/2010 61.65 FORD MOTOR CRED 5.750% 10/20/2010 59.69 FORD MOTOR CRED 8.625% 11/1/2010 65.99 FORD MOTOR CRED 5.800% 11/22/2010 45.00 FORD MOTOR CRED 5.600% 12/20/2010 53.31 FORD MOTOR CRED 5.650% 12/20/2010 57.33 FORD MOTOR CRED 7.375% 2/1/2011 60.00 FORD MOTOR CRED 5.250% 3/21/2011 59.00 FORD MOTOR CRED 5.250% 3/21/2011 58.72 FORD MOTOR CRED 5.300% 3/21/2011 53.35 FORD MOTOR CRED 5.300% 4/20/2011 50.41 FORD MOTOR CRED 5.700% 5/20/2011 46.50 FORD MOTOR CRED 6.050% 6/20/2011 46.60 FORD MOTOR CRED 6.250% 6/20/2011 52.82 FORD MOTOR CRED 5.900% 7/20/2011 50.07 FORD MOTOR CRED 9.875% 8/10/2011 64.00 FORD MOTOR CRED 5.600% 8/22/2011 55.74 FORD MOTOR CRED 5.750% 8/22/2011 53.75 FORD MOTOR CO 9.500% 9/15/2011 59.99 FORD MOTOR CRED 5.400% 9/20/2011 55.06 FORD MOTOR CRED 5.450% 10/20/2011 48.41 FORD MOTOR CRED 7.250% 10/25/2011 53.50 FORD MOTOR CRED 5.600% 11/21/2011 47.71 FORD MOTOR CRED 5.600% 11/21/2011 46.83 FORD MOTOR CRED 5.650% 11/21/2011 45.10 FORD MOTOR CRED 5.650% 12/20/2011 45.50 FORD MOTOR CRED 5.750% 12/20/2011 48.50 FORD MOTOR CRED 6.000% 1/20/2012 46.00 FORD MOTOR CRED 7.300% 1/23/2012 40.00 FORD MOTOR CRED 7.800% 6/1/2012 57.00 FORD MOTOR CRED 7.000% 8/15/2012 36.16 FORD MOTOR CRED 6.850% 9/20/2013 40.08 FORD MOTOR CRED 7.050% 9/20/2013 36.85 FORD MOTOR CRED 7.100% 9/20/2013 29.50 FORD MOTOR CRED 7.100% 9/20/2013 40.00 FORD MOTOR CRED 6.600% 10/21/2013 39.00 FORD MOTOR CRED 6.650% 10/21/2013 33.00 FORD MOTOR CRED 6.750% 10/21/2013 42.65 FORD MOTOR CRED 6.500% 12/20/2013 37.07 FORD MOTOR CRED 6.000% 1/21/2014 34.14 FORD MOTOR CRED 5.750% 2/20/2014 36.45 FORD MOTOR CRED 5.900% 2/20/2014 32.00 FORD MOTOR CRED 6.000% 3/20/2014 35.38 FORD MOTOR CRED 6.000% 3/20/2014 34.98 FORD MOTOR CRED 6.000% 3/20/2014 32.63 FORD MOTOR CRED 6.000% 3/20/2014 32.90 FORD MOTOR CRED 6.050% 4/21/2014 34.00 FORD MOTOR CRED 6.250% 4/21/2014 39.00 FORD MOTOR CRED 6.350% 4/21/2014 35.30 FORD MOTOR CRED 6.300% 5/20/2014 36.21 FORD MOTOR CRED 6.950% 5/20/2014 35.70 FORD MOTOR CRED 6.800% 6/20/2014 33.91 FORD MOTOR CRED 6.050% 12/22/2014 30.54 FORD MOTOR CRED 6.050% 12/22/2014 32.00 FORD MOTOR CRED 6.050% 2/20/2015 32.57 FORD MOTOR CRED 6.100% 2/20/2015 33.30 FORD MOTOR CRED 6.500% 2/20/2015 33.75 FORD MOTOR CRED 6.500% 3/20/2015 33.46 FORD MOTOR CRED 7.400% 8/21/2017 30.04 FRANKLIN BANK 4.500% 5/1/2027 26.50 FIRST DATA CORP 5.800% 12/15/2008 94.64 FIRST DATA CORP 3.900% 10/1/2009 77.00 FIRST DATA CORP 4.500% 6/15/2010 60.13 FIRST DATA CORP 5.625% 11/1/2011 54.50 FEDDERS NORTH AM 9.875% 3/1/2014 1.25 FLEETWOOD ENTERP 5.000% 12/15/2023 91.50 FREMONT GEN CORP 7.875% 3/17/2009 44.65 FINLAY FINE JWLY 8.375% 6/1/2012 11.00 FRONTIER AIRLINE 5.000% 12/15/2025 25.00 MEDIANEWS GROUP 6.875% 10/1/2013 42.00 GEORGIA GULF CRP 10.750% 10/15/2016 48.00 ROUSE COMPANY 3.625% 3/15/2009 67.50 GENL GROWTH PROP 3.980% 4/15/2027 45.68 GENERAL MOTORS 7.200% 1/15/2011 48.04 GENERAL MOTORS 9.450% 11/1/2011 58.50 GENERAL MOTORS 7.125% 7/15/2013 37.63 GENERAL MOTORS 7.700% 4/15/2016 32.57 GENERAL MOTORS 8.800% 3/1/2021 30.88 GENERAL MOTORS 9.400% 7/15/2021 38.00 GENERAL MOTORS 7.400% 9/1/2025 26.75 GMAC 4.750% 10/15/2008 96.26 GMAC 4.750% 10/15/2008 98.97 GMAC 4.750% 10/15/2008 98.50 GMAC 6.250% 10/15/2008 99.01 GMAC 6.450% 10/15/2008 97.50 GMAC 6.600% 10/15/2008 97.93 GMAC 8.000% 10/15/2008 92.50 GMAC 4.700% 11/15/2008 92.97 GMAC 4.750% 11/15/2008 91.29 GMAC 5.000% 11/15/2008 91.00 GMAC 6.125% 11/15/2008 94.90 GMAC 6.250% 11/15/2008 97.00 GMAC 6.500% 11/15/2008 84.41 GMAC 6.500% 11/15/2008 91.00 GMAC 4.250% 3/15/2009 73.87 GMAC 6.000% 3/15/2009 92.00 GMAC 6.050% 3/15/2009 90.94 GMAC 6.100% 3/15/2009 94.76 GMAC 7.000% 3/15/2009 75.77 GMAC 4.500% 4/15/2009 73.59 GMAC 6.000% 4/15/2009 88.51 GMAC 6.100% 4/15/2009 90.46 GMAC 6.100% 4/15/2009 89.35 GMAC 6.150% 4/15/2009 90.59 GMAC 4.700% 5/15/2009 71.34 GMAC 5.250% 5/15/2009 70.00 GMAC 5.625% 5/15/2009 67.07 GMAC LLC 6.250% 5/15/2009 87.84 GMAC 5.500% 6/15/2009 59.00 GMAC 5.500% 6/15/2009 67.25 GMAC LLC 6.250% 6/15/2009 86.31 GMAC 6.700% 6/15/2009 62.02 GMAC 5.050% 7/15/2009 57.74 GMAC 5.100% 7/15/2009 53.50 GMAC 5.250% 7/15/2009 68.90 GMAC 5.250% 7/15/2009 57.81 GMAC 6.700% 7/15/2009 85.00 GMAC 6.800% 7/15/2009 70.11 GMAC 6.850% 7/15/2009 61.89 GMAC 7.000% 7/15/2009 55.48 GMAC 5.000% 8/15/2009 67.64 GMAC 5.000% 8/15/2009 51.50 GMAC 5.100% 8/15/2009 52.03 GMAC 5.250% 8/15/2009 57.00 GMAC 5.250% 8/15/2009 56.62 GMAC 7.000% 8/15/2009 55.59 GMAC 7.125% 8/15/2009 56.16 GMAC 7.150% 8/15/2009 54.50 GMAC 7.200% 8/15/2009 75.00 GMAC 5.000% 9/15/2009 49.96 GMAC 5.000% 9/15/2009 57.00 GMAC 5.000% 9/15/2009 53.70 GMAC 5.100% 9/15/2009 59.88 GMAC 7.000% 9/15/2009 57.63 GMAC 7.000% 9/15/2009 66.75 GMAC 8.125% 9/15/2009 83.45 GMAC 4.900% 10/15/2009 60.70 GMAC 4.900% 10/15/2009 60.25 GMAC 4.950% 10/15/2009 59.78 GMAC 5.000% 10/15/2009 55.00 GMAC 6.500% 10/15/2009 60.25 GMAC 6.850% 10/15/2009 61.45 GMAC 7.000% 10/15/2009 80.30 GMAC 7.000% 10/15/2009 55.37 GMAC 7.050% 10/15/2009 56.33 GMAC 5.200% 11/15/2009 45.00 GMAC 5.200% 11/15/2009 59.73 GMAC 5.250% 11/15/2009 54.68 GMAC 5.250% 11/15/2009 62.19 GMAC 5.350% 11/15/2009 50.00 GMAC 6.750% 11/15/2009 78.88 GMAC 7.000% 11/15/2009 78.17 GMAC 7.250% 11/15/2009 62.94 GMAC 5.350% 12/15/2009 59.52 GMAC 5.350% 12/15/2009 52.00 GMAC 5.400% 12/15/2009 42.90 GMAC 5.400% 12/15/2009 57.36 GMAC 7.000% 12/15/2009 60.00 GMAC 5.300% 1/15/2010 70.40 GMAC 5.500% 1/15/2010 52.00 GMAC 5.750% 1/15/2010 46.00 GMAC 6.000% 1/15/2010 50.73 GMAC 7.000% 1/15/2010 55.68 GMAC 7.250% 1/15/2010 76.05 GMAC 7.250% 1/15/2010 47.00 GMAC 5.850% 2/15/2010 53.03 GMAC 6.000% 2/15/2010 54.19 GMAC 6.000% 2/15/2010 52.00 GMAC 6.050% 3/15/2010 54.71 GMAC 6.150% 3/15/2010 49.16 GMAC 6.500% 3/15/2010 54.00 GMAC 7.000% 3/15/2010 49.62 GMAC 8.050% 4/15/2010 52.31 GMAC 8.400% 4/15/2010 45.00 GMAC 8.500% 5/15/2010 51.55 GMAC 6.375% 6/15/2010 47.95 GMAC 8.000% 6/15/2010 48.00 GMAC 8.000% 6/15/2010 57.00 GMAC 8.000% 7/15/2010 41.48 GMAC 8.200% 7/15/2010 39.00 GMAC 8.500% 10/15/2010 35.00 GMAC LLC 6.000% 4/1/2011 39.50 GMAC 6.750% 9/15/2011 34.67 GMAC 6.625% 10/15/2011 29.00 GMAC 6.750% 10/15/2011 24.00 GMAC 6.750% 10/15/2011 37.00 GMAC 7.000% 10/15/2011 41.25 GMAC LLC 6.000% 12/15/2011 38.00 GMAC LLC 6.500% 5/15/2012 50.27 GMAC LLC 6.625% 5/15/2012 39.75 GMAC 6.500% 7/15/2012 37.48 GMAC LLC 6.750% 7/15/2012 38.08 GMAC 7.125% 8/15/2012 30.25 GMAC 7.250% 8/15/2012 32.63 GMAC 6.875% 8/28/2012 39.97 GMAC 6.750% 9/15/2012 33.08 GMAC 6.750% 9/15/2012 34.00 GMAC 7.000% 9/15/2012 42.23 GMAC 7.100% 9/15/2012 34.33 GMAC 6.750% 10/15/2012 36.28 GMAC 6.875% 10/15/2012 24.88 GMAC 7.000% 10/15/2012 23.50 GMAC 7.500% 10/15/2012 22.50 GMAC 7.750% 10/15/2012 39.76 GMAC 7.000% 11/15/2012 26.02 GMAC 7.150% 11/15/2012 23.00 GMAC 7.625% 11/15/2012 27.25 GMAC 7.875% 11/15/2012 44.50 GMAC 7.000% 12/15/2012 33.85 GMAC 7.125% 12/15/2012 24.00 GMAC 7.250% 12/15/2012 26.87 GMAC 7.250% 12/15/2012 28.00 GMAC 7.000% 1/15/2013 23.00 GMAC 7.100% 1/15/2013 25.32 GMAC 7.100% 1/15/2013 23.84 GMAC 6.450% 2/15/2013 45.00 GMAC 6.500% 2/15/2013 31.00 GMAC 6.800% 2/15/2013 26.76 GMAC 6.250% 3/15/2013 31.25 GMAC 6.300% 3/15/2013 37.42 GMAC 6.400% 3/15/2013 25.08 GMAC 6.500% 4/15/2013 38.80 GMAC 6.750% 4/15/2013 45.50 GMAC 6.750% 4/15/2013 32.60 GMAC 6.800% 4/15/2013 22.50 GMAC 6.875% 4/15/2013 37.42 GMAC 6.350% 5/15/2013 37.13 GMAC 6.500% 5/15/2013 36.13 GMAC 5.700% 6/15/2013 34.85 GMAC 5.850% 6/15/2013 21.00 GMAC 5.850% 6/15/2013 25.50 GMAC 5.850% 6/15/2013 28.00 GMAC 6.500% 6/15/2013 39.02 GMAC 6.000% 7/15/2013 29.42 GMAC 6.500% 8/15/2013 35.75 GMAC 6.150% 9/15/2013 23.00 GMAC 5.700% 10/15/2013 36.05 GMAC 6.250% 10/15/2013 21.00 GMAC 6.300% 10/15/2013 29.39 GMAC 6.000% 11/15/2013 28.00 GMAC 6.100% 11/15/2013 42.99 GMAC 6.150% 11/15/2013 30.00 GMAC 6.200% 11/15/2013 32.00 GMAC 6.250% 11/15/2013 18.50 GMAC 6.300% 11/15/2013 30.00 GMAC 6.500% 11/15/2013 30.62 GMAC 5.700% 12/15/2013 27.79 GMAC 5.900% 12/15/2013 29.16 GMAC 6.000% 12/15/2013 19.50 GMAC 6.150% 12/15/2013 21.50 GMAC 5.250% 1/15/2014 35.89 GMAC 5.350% 1/15/2014 34.49 GMAC 5.750% 1/15/2014 29.78 GMAC 6.375% 1/15/2014 34.12 GMAC 6.700% 5/15/2014 37.30 GMAC 6.700% 5/15/2014 22.50 GMAC 6.700% 6/15/2014 27.00 GMAC 6.750% 6/15/2014 22.50 GMAC 6.750% 12/1/2014 35.03 GMAC 9.000% 7/15/2015 35.87 GMAC 8.650% 8/15/2015 18.32 GMAC 6.750% 7/15/2016 21.75 GMAC 6.600% 8/15/2016 30.25 GMAC 6.700% 8/15/2016 24.27 GMAC 6.750% 8/15/2016 23.00 GMAC 6.875% 8/15/2016 28.00 GMAC 6.750% 9/15/2016 24.20 GMAC 7.375% 11/15/2016 25.00 GMAC 7.500% 11/15/2016 20.00 GMAC 6.900% 6/15/2017 21.00 GMAC 6.950% 6/15/2017 22.00 GMAC 7.000% 6/15/2017 22.00 GMAC 7.000% 7/15/2017 21.40 GMAC 7.500% 8/15/2017 18.97 GMAC 7.250% 9/15/2017 22.13 GMAC 7.250% 9/15/2017 27.25 GMAC 7.250% 9/15/2017 22.13 GMAC 7.250% 9/15/2017 27.25 GMAC 7.125% 10/15/2017 24.00 GMAC 7.200% 10/15/2017 22.00 GMAC 7.200% 10/15/2017 25.00 GMAC 7.750% 10/15/2017 27.25 GMAC 8.000% 10/15/2017 28.00 GMAC 7.500% 11/15/2017 31.00 GMAC 7.500% 11/15/2017 27.50 GMAC 8.000% 11/15/2017 25.00 GMAC 8.125% 11/15/2017 20.00 GMAC 7.500% 12/15/2017 24.00 GMAC 7.250% 1/15/2018 27.25 GMAC 7.300% 1/15/2018 19.90 GMAC 7.300% 1/15/2018 27.25 GMAC 7.000% 2/15/2018 26.98 GMAC 7.000% 2/15/2018 23.13 GMAC 6.750% 3/15/2018 18.34 GMAC 7.000% 3/15/2018 28.15 GMAC 7.050% 3/15/2018 28.66 GMAC 7.050% 4/15/2018 25.50 GMAC 7.250% 4/15/2018 24.00 GMAC 7.250% 4/15/2018 20.76 GMAC 7.350% 4/15/2018 21.75 GMAC 7.375% 4/15/2018 30.40 GMAC 6.600% 5/15/2018 26.28 GMAC 6.850% 5/15/2018 25.00 GMAC 7.000% 5/15/2018 24.00 GMAC 6.500% 6/15/2018 25.00 GMAC 6.650% 6/15/2018 24.00 GMAC 6.700% 6/15/2018 24.00 GMAC 6.750% 7/15/2018 22.13 GMAC 6.875% 7/15/2018 20.57 GMAC 6.900% 7/15/2018 18.53 GMAC 6.900% 8/15/2018 21.00 GMAC 7.000% 8/15/2018 27.62 GMAC 7.250% 8/15/2018 26.00 GMAC 6.750% 9/15/2018 23.00 GMAC 7.000% 9/15/2018 19.96 GMAC 7.150% 9/15/2018 22.50 GMAC 7.250% 9/15/2018 24.00 GMAC 6.650% 10/15/2018 26.80 GMAC 6.750% 10/15/2018 26.10 GMAC 6.800% 10/15/2018 24.00 GMAC 6.750% 11/15/2018 16.00 GMAC 6.250% 12/15/2018 23.70 GMAC 6.400% 12/15/2018 22.50 GMAC 6.500% 12/15/2018 23.13 GMAC 6.500% 12/15/2018 21.00 GMAC 5.900% 1/15/2019 14.44 GMAC 6.250% 1/15/2019 24.00 GMAC 6.000% 2/15/2019 24.00 GMAC 6.000% 3/15/2019 20.00 GMAC 6.000% 3/15/2019 14.09 GMAC 6.000% 3/15/2019 22.50 GMAC 6.000% 3/15/2019 20.10 GMAC 6.000% 3/15/2019 23.50 GMAC 6.000% 4/15/2019 20.00 GMAC 6.200% 4/15/2019 20.55 GMAC 6.250% 4/15/2019 25.00 GMAC 6.250% 5/15/2019 17.42 GMAC 6.500% 5/15/2019 23.00 GMAC 6.750% 5/15/2019 22.13 GMAC 6.750% 5/15/2019 25.00 GMAC 6.600% 6/15/2019 18.30 GMAC 6.700% 6/15/2019 20.30 GMAC 6.750% 6/15/2019 23.13 GMAC 6.750% 6/15/2019 28.39 GMAC 6.250% 7/15/2019 27.66 GMAC 6.350% 7/15/2019 28.54 GMAC 6.050% 8/15/2019 16.99 GMAC 6.300% 8/15/2019 21.50 GMAC 6.000% 9/15/2019 22.00 GMAC 6.150% 9/15/2019 32.00 GMAC 5.900% 10/15/2019 30.00 GMAC 6.050% 10/15/2019 22.50 GMAC 6.125% 10/15/2019 33.00 GMAC 6.150% 10/15/2019 21.13 GMAC 6.400% 11/15/2019 30.55 GMAC 6.400% 11/15/2019 21.17 GMAC 6.550% 12/15/2019 25.07 GMAC 6.550% 12/15/2019 23.00 GMAC 6.700% 12/15/2019 31.00 GMAC 6.500% 1/15/2020 26.00 GMAC 6.500% 2/15/2020 27.87 GMAC 9.000% 7/15/2020 31.77 GMAC 7.000% 9/15/2021 18.90 GMAC 7.000% 9/15/2021 20.00 GMAC 7.000% 6/15/2022 18.28 GMAC 7.000% 11/15/2023 25.00 GMAC 7.150% 1/15/2025 23.50 GMAC 7.250% 2/15/2025 33.95 GMAC 7.150% 3/15/2025 36.00 GMAC 8.000% 3/15/2025 43.25 REALOGY CORP 10.500% 4/15/2014 40.00 REALOGY CORP 12.375% 4/15/2015 31.13 HERBST GAMING 8.125% 6/1/2012 6.00 HERBST GAMING 7.000% 11/15/2014 6.00 PARK PLACE ENT 7.875% 3/15/2010 72.00 HARRAHS OPER CO 5.500% 7/1/2010 70.25 HARRAHS OPER CO 8.000% 2/1/2011 61.50 PARK PLACE ENT 8.125% 5/15/2011 49.94 HARRAHS OPER CO 5.375% 12/15/2013 28.00 HARRAHS OPER CO 5.625% 6/1/2015 23.25 HARRAHS OPER CO 10.750% 2/1/2016 43.95 HARRAHS OPER CO 6.500% 6/1/2016 29.35 HARRAHS OPER CO 5.750% 10/1/2017 23.70 HINES NURSERIES 10.250% 10/1/2011 15.00 K HOVNANIAN ENTR 6.000% 1/15/2010 81.30 HOUSEHOLD FIN CO 6.500% 11/15/2008 99.85 HAWAIIAN TELCOM 9.750% 5/1/2013 25.00 HAWAIIAN TELCOM 12.500% 5/1/2015 15.00 IDEARC INC 8.000% 11/15/2016 25.22 ISOLAGEN INC 3.500% 11/1/2024 32.00 INN OF THE MOUNT 12.000% 11/15/2010 71.13 JETBLUE AIRWAYS 3.750% 3/15/2035 72.50 KEMET CORP 2.250% 11/15/2026 36.03 KEMET CORP 2.250% 11/15/2026 36.38 KIMBALL HILL INC 10.500% 12/15/2012 3.60 KULICKE & SOFFA 0.500% 11/30/2008 98.25 KELLWOOD CO 7.875% 7/15/2009 80.00 LITHIA MOTORS 2.875% 5/1/2014 86.50 LAZYDAYS RV 11.750% 5/15/2012 51.00 US AIRWAYS GROUP 7.000% 9/30/2020 59.00 LEHMAN BROS HLDG 4.000% 8/3/2009 10.00 LEHMAN BROS HLDG 7.200% 8/15/2009 12.75 LEHMAN BROS HLDG 7.875% 11/1/2009 12.75 LEHMAN BROS HLDG 3.950% 11/10/2009 12.50 LEHMAN BROS HLDG 4.250% 1/27/2010 12.85 LEHMAN BROS HLDG 4.500% 7/26/2010 12.25 LEHMAN BROS HLDG 7.875% 8/15/2010 14.00 LEHMAN BROS HLDG 4.375% 11/30/2010 14.00 LEHMAN BROS HLDG 5.000% 1/14/2011 13.75 LEHMAN BROS HLDG 6.000% 4/1/2011 12.00 LEHMAN BROS HLDG 5.750% 4/25/2011 14.00 LEHMAN BROS HLDG 5.750% 7/18/2011 11.00 LEHMAN BROS HLDG 4.500% 8/3/2011 8.56 LEHMAN BROS HLDG 6.625% 1/18/2012 14.25 LEHMAN BROS HLDG 5.250% 2/6/2012 12.25 LEHMAN BROS HLDG 6.000% 7/19/2012 15.00 LEHMAN BROS HLDG 5.000% 1/22/2013 8.06 LEHMAN BROS HLDG 5.625% 1/24/2013 14.50 LEHMAN BROS HLDG 5.100% 1/28/2013 8.00 LEHMAN BROS HLDG 5.000% 2/11/2013 13.00 LEHMAN BROS HLDG 4.800% 2/27/2013 12.00 LEHMAN BROS HLDG 4.700% 3/6/2013 13.00 LEHMAN BROS HLDG 5.000% 3/27/2013 7.25 LEHMAN BROS HLDG 5.750% 5/17/2013 11.50 LEHMAN BROS HLDG 5.250% 1/30/2014 20.00 LEHMAN BROS HLDG 4.800% 3/13/2014 11.00 LEHMAN BROS HLDG 5.000% 8/3/2014 8.25 LEHMAN BROS HLDG 6.200% 9/26/2014 13.00 LEHMAN BROS HLDG 5.150% 2/4/2015 8.56 LEHMAN BROS HLDG 5.250% 2/11/2015 13.50 LEHMAN BROS HLDG 8.800% 3/1/2015 13.25 LEHMAN BROS HLDG 8.500% 8/1/2015 13.25 LEHMAN BROS HLDG 5.000% 8/5/2015 8.06 LEHMAN BROS HLDG 5.000% 12/18/2015 6.00 LEHMAN BROS HLDG 5.500% 4/4/2016 14.00 LEHMAN BROS HLDG 5.750% 1/3/2017 19.38 LEHMAN BROS HLDG 8.920% 2/16/2017 17.50 LEHMAN BROS HLDG 6.500% 7/19/2017 0.16 LEHMAN BROS HLDG 11.000% 10/25/2017 10.00 LEHMAN BROS HLDG 5.875% 11/15/2017 8.50 LEHMAN BROS HLDG 5.600% 1/22/2018 9.50 LEHMAN BROS HLDG 5.700% 1/28/2018 9.00 LEHMAN BROS HLDG 5.500% 2/4/2018 9.90 LEHMAN BROS HLDG 5.550% 2/11/2018 10.00 LEHMAN BROS HLDG 5.500% 2/19/2018 8.63 LEHMAN BROS HLDG 5.350% 2/25/2018 12.00 LEHMAN BROS HLDG 5.250% 3/5/2018 20.00 LEHMAN BROS HLDG 6.875% 5/2/2018 15.00 LEHMAN BROS HLDG 5.500% 11/4/2018 8.06 LEHMAN BROS HLDG 8.050% 1/15/2019 10.00 LEHMAN BROS HLDG 4.000% 4/16/2019 7.88 LEHMAN BROS HLDG 6.000% 1/22/2020 12.63 LEHMAN BROS HLDG 6.000% 2/12/2020 10.00 LEHMAN BROS HLDG 5.100% 2/15/2020 4.13 LEHMAN BROS HLDG 5.500% 2/27/2020 11.50 LEHMAN BROS HLDG 5.400% 3/6/2020 5.13 LEHMAN BROS HLDG 5.250% 3/8/2020 13.06 LEHMAN BROS HLDG 5.350% 3/13/2020 13.06 LEHMAN BROS HLDG 5.400% 3/20/2020 6.20 LEHMAN BROS HLDG 5.200% 5/13/2020 13.00 LEHMAN BROS HLDG 5.800% 9/3/2020 11.00 LEHMAN BROS HLDG 6.000% 1/29/2021 9.90 LEHMAN BROS HLDG 6.250% 2/5/2021 10.00 LEHMAN BROS HLDG 6.750% 7/1/2022 8.00 LEHMAN BROS HLDG 6.600% 10/3/2022 8.40 LEHMAN BROS HLDG 6.400% 10/11/2022 8.00 LEHMAN BROS HLDG 9.500% 1/30/2023 12.00 LEHMAN BROS HLDG 6.250% 2/22/2023 10.20 LEHMAN BROS HLDG 9.500% 2/27/2023 6.00 LEHMAN BROS HLDG 6.500% 2/28/2023 10.00 LEHMAN BROS HLDG 6.500% 3/6/2023 9.00 LEHMAN BROS HLDG 5.500% 3/14/2023 9.00 LEHMAN BROS HLDG 5.750% 3/27/2023 9.90 LEHMAN BROS HLDG 5.500% 4/8/2023 9.90 LEHMAN BROS HLDG 5.500% 4/15/2023 4.97 LEHMAN BROS HLDG 5.500% 4/23/2023 6.75 LEHMAN BROS HLDG 5.250% 5/20/2023 9.00 LEHMAN BROS HLDG 5.000% 5/30/2023 5.50 LEHMAN BROS HLDG 5.000% 6/10/2023 5.24 LEHMAN BROS HLDG 5.000% 6/17/2023 10.00 LEHMAN BROS HLDG 4.800% 6/24/2023 16.00 LEHMAN BROS HLDG 5.500% 8/5/2023 4.41 LEHMAN BROS HLDG 6.100% 8/12/2023 7.13 LEHMAN BROS HLDG 5.750% 9/16/2023 9.50 LEHMAN BROS HLDG 5.600% 9/23/2023 17.00 LEHMAN BROS HLDG 5.500% 10/7/2023 11.50 LEHMAN BROS HLDG 5.750% 10/15/2023 5.85 LEHMAN BROS HLDG 5.750% 10/21/2023 8.00 LEHMAN BROS HLDG 5.750% 11/12/2023 8.06 LEHMAN BROS HLDG 5.750% 11/25/2023 10.00 LEHMAN BROS HLDG 5.450% 3/15/2025 14.00 LEHMAN BROS HLDG 6.200% 6/15/2027 9.00 LEHMAN BROS HLDG 6.625% 7/27/2027 13.52 LEHMAN BROS HLDG 6.500% 9/20/2027 7.00 LEHMAN BROS HLDG 7.000% 9/27/2027 13.00 LEHMAN BROS HLDG 6.500% 10/18/2027 10.17 LEHMAN BROS HLDG 6.500% 10/25/2027 11.88 LEHMAN BROS HLDG 6.750% 11/22/2027 20.12 LEHMAN BROS HLDG 11.000% 3/17/2028 11.40 LEHMAN BROS HLDG 6.000% 10/23/2028 4.41 LEHMAN BROS HLDG 6.000% 11/18/2028 11.50 LEHMAN BROS HLDG 5.750% 12/16/2028 13.06 LEHMAN BROS HLDG 5.750% 12/23/2028 7.80 LEHMAN BROS HLDG 5.500% 2/3/2029 7.00 LEHMAN BROS HLDG 5.700% 2/10/2029 8.06 LEHMAN BROS HLDG 5.600% 2/17/2029 8.00 LEHMAN BROS HLDG 5.600% 2/24/2029 14.04 LEHMAN BROS HLDG 5.600% 3/2/2029 7.00 LEHMAN BROS HLDG 5.550% 3/9/2029 13.78 LEHMAN BROS HLDG 5.400% 3/30/2029 8.00 LEHMAN BROS HLDG 5.450% 4/6/2029 12.00 LEHMAN BROS HLDG 5.700% 4/13/2029 10.00 LEHMAN BROS HLDG 5.900% 5/4/2029 8.00 LEHMAN BROS HLDG 6.000% 5/11/2029 13.75 LEHMAN BROS HLDG 6.200% 5/25/2029 10.00 LEHMAN BROS HLDG 6.050% 6/29/2029 12.00 LEHMAN BROS HLDG 6.000% 7/20/2029 7.02 LEHMAN BROS HLDG 5.750% 8/24/2029 6.63 LEHMAN BROS HLDG 5.700% 9/7/2029 10.00 LEHMAN BROS HLDG 5.750% 9/14/2029 7.63 LEHMAN BROS HLDG 5.750% 10/12/2029 3.35 LEHMAN BROS HLDG 5.650% 11/23/2029 9.00 LEHMAN BROS HLDG 5.700% 12/14/2029 10.00 LEHMAN BROS HLDG 5.550% 1/25/2030 8.00 LEHMAN BROS HLDG 5.450% 2/22/2030 10.00 LEHMAN BROS HLDG 5.600% 2/25/2030 16.00 LEHMAN BROS HLDG 5.625% 3/15/2030 6.50 LEHMAN BROS HLDG 5.750% 3/29/2030 16.00 LEHMAN BROS HLDG 5.600% 5/3/2030 11.50 LEHMAN BROS HLDG 5.450% 7/19/2030 13.50 LEHMAN BROS HLDG 5.650% 8/16/2030 9.06 LEHMAN BROS HLDG 5.450% 9/20/2030 13.75 LEHMAN BROS HLDG 5.800% 10/25/2030 7.50 LEHMAN BROS HLDG 5.850% 11/8/2030 13.75 LEHMAN BROS HLDG 5.950% 12/20/2030 9.00 LEHMAN BROS HLDG 5.900% 2/7/2031 17.12 LEHMAN BROS HLDG 6.000% 3/21/2031 18.00 LEHMAN BROS HLDG 6.150% 4/11/2031 10.05 LEHMAN BROS HLDG 6.850% 8/16/2032 14.00 LEHMAN BROS HLDG 6.850% 8/23/2032 20.00 LEHMAN BROS HLDG 6.900% 9/1/2032 9.00 LEHMAN BROS HLDG 6.800% 9/7/2032 10.00 LEHMAN BROS HLDG 7.000% 10/4/2032 10.00 LEHMAN BROS HLDG 6.500% 11/15/2032 11.00 LEHMAN BROS HLDG 6.500% 1/17/2033 7.65 LEHMAN BROS HLDG 6.750% 3/11/2033 9.00 LEHMAN BROS HLDG 6.000% 4/30/2034 10.00 LEHMAN BROS HLDG 6.000% 7/30/2034 5.77 LEHMAN BROS HLDG 5.550% 12/31/2034 13.75 LEHMAN BROS HLDG 5.650% 12/31/2034 8.00 LEHMAN BROS HLDG 6.000% 2/21/2036 8.00 LEHMAN BROS HLDG 6.000% 2/24/2036 7.81 LEHMAN BROS HLDG 6.400% 12/19/2036 18.25 LEHMAN BROS HLDG 6.500% 12/22/2036 7.56 LEHMAN BROS HLDG 6.000% 2/12/2037 10.50 LEHMAN BROS HLDG 6.500% 2/13/2037 10.00 LEHMAN BROS HLDG 6.300% 3/27/2037 14.00 LEHMAN BROS HLDG 6.500% 6/21/2037 10.00 LEHMAN BROS HLDG 6.500% 7/13/2037 8.60 LEHMAN BROS HLDG 6.875% 7/17/2037 0.27 LEHMAN BROS HLDG 7.000% 7/27/2037 9.60 LEHMAN BROS HLDG 7.000% 9/28/2037 10.75 LEHMAN BROS HLDG 6.750% 10/26/2037 7.48 LEHMAN BROS HLDG 7.000% 12/28/2037 10.80 LEHMAN BROS HLDG 7.000% 1/31/2038 9.00 LEHMAN BROS HLDG 7.000% 2/1/2038 9.55 LEHMAN BROS HLDG 7.000% 2/8/2038 10.00 LEHMAN BROS HLDG 7.050% 2/27/2038 9.60 LEHMAN BROS HLDG 7.250% 2/27/2038 11.50 LEHMAN BROS HLDG 7.100% 3/25/2038 22.00 LEHMAN BROS HLDG 7.000% 4/22/2038 5.04 LEHMAN BROS HLDG 7.250% 4/29/2038 13.85 LEHMAN BROS HLDG 7.350% 5/6/2038 10.00 LIBERTY FINL 6.750% 11/15/2008 97.00 CHENIERE ENERGY 2.250% 8/1/2012 16.00 LANDRY'S RESTAUR 9.500% 12/15/2014 86.75 MAJESTIC STAR 9.500% 10/15/2010 48.50 MAJESTIC STAR 9.750% 1/15/2011 3.00 MAGNA ENTERTAINM 7.250% 12/15/2009 51.00 MAGNA ENTERTAINM 8.550% 6/15/2010 46.20 MERRILL LYNCH 11.000% 4/28/2009 19.38 MERRILL LYNCH 12.000% 3/26/2010 21.42 MERRILL LYNCH 7.530% 3/9/2011 87.25 MERIX CORP 4.000% 5/15/2013 30.50 METALDYNE CORP 11.000% 6/15/2012 9.50 METALDYNE CORP 10.000% 11/1/2013 15.00 JOHN HANCOCK LIF 4.300% 10/15/2008 95.90 MASONITE CORP 11.000% 4/6/2015 24.50 MICHAELS STORES 11.375% 11/1/2016 40.75 KNIGHT RIDDER 4.625% 11/1/2014 30.25 MORRIS PUBLISH 7.000% 8/1/2013 25.25 MRS FIELDS 9.000% 3/15/2011 56.50 MRS FIELDS 11.500% 3/15/2011 60.50 MORGAN ST DEAN W 1.250% 12/30/2008 86.50 MORGAN STANLEY 3.875% 1/15/2009 94.50 NORTH ATL TRADNG 9.250% 3/1/2012 42.00 NATL CITY BANK 4.150% 8/1/2009 66.00 NATL CITY BANK 2.700% 8/24/2009 70.96 NATL CITY BANK 4.250% 1/29/2010 55.13 NATL CITY BK CLE 7.250% 7/15/2010 35.00 NATL CITY BK KEN 6.300% 2/15/2011 40.67 NATL CITY BANK 6.250% 3/15/2011 40.00 NATL CITY BK PA 7.250% 10/21/2011 42.00 NATL CITY BANK 6.200% 12/15/2011 39.85 NEFF CORP 10.000% 6/1/2015 28.00 NEWARK GROUP INC 9.750% 3/15/2014 40.00 NEKTAR THERAPEUT 3.250% 9/28/2012 41.00 LEINER HEALTH 11.000% 6/1/2012 9.75 OSCIENT PHARM 3.500% 4/15/2011 25.75 OSCIENT PHARM 3.500% 4/15/2011 19.13 OSI RESTAURANT 10.000% 6/15/2015 39.25 PFG-CALL10/08 5.450% 10/15/2013 98.38 PFG-CALL10/08 5.700% 10/17/2016 98.10 RESTAURANT CO 10.000% 10/1/2013 50.00 PIERRE FOODS INC 9.875% 7/15/2012 7.88 PLIANT CORP 11.125% 9/1/2009 76.50 PLY GEM INDS 9.000% 2/15/2012 51.50 PINNACLE AIRLINE 3.250% 2/15/2025 73.32 PORTOLA PACKAGIN 8.250% 2/1/2012 51.75 PRIMUS TELECOM 5.000% 6/30/2009 64.50 PRIMUS TELECOM 3.750% 9/15/2010 51.75 PRIMUS TELECOM 8.000% 1/15/2014 32.00 NUTRITIONAL SRC 10.125% 8/1/2009 21.50 QUALITY DISTRIBU 9.000% 11/15/2010 55.06 RITE AID CORP 6.875% 8/15/2013 42.05 RITE AID CORP 8.625% 3/1/2015 50.68 RAFAELLA APPAREL 11.250% 6/15/2011 39.00 RADIAN GROUP 7.750% 6/1/2011 51.95 RESIDENTIAL CAP 8.125% 11/21/2008 80.25 RESIDENTIAL CAP 8.375% 6/30/2010 23.00 RESIDENTIAL CAP 8.000% 2/22/2011 5.00 RESIDENTIAL CAP 8.500% 6/1/2012 25.92 RESIDENTIAL CAP 8.500% 4/17/2013 18.13 RESIDENTIAL CAP 8.875% 6/30/2015 21.00 RH DONNELLEY 6.875% 1/15/2013 38.75 DEX MEDIA WEST 9.875% 8/15/2013 50.50 RH DONNELLEY 8.875% 1/15/2016 31.75 ROTECH HEALTHCA 9.500% 4/1/2012 58.00 ISTAR FINANCIAL 5.650% 9/15/2011 57.50 SPHERIS INC 11.000% 12/15/2012 54.00 XM SATELLITE 10.000% 12/1/2009 65.00 SIRIUS SATELLITE 9.625% 8/1/2013 53.37 SIX FLAGS INC 9.750% 4/15/2013 54.00 SIX FLAGS INC 9.625% 6/1/2014 35.00 SLM CORP 4.200% 9/15/2010 50.11 SLM CORP 4.700% 8/15/2012 42.00 SOVEREIGN CAP TR 7.908% 6/13/2036 25.00 STANLEY-MARTIN 9.750% 8/15/2015 35.25 STATION CASINOS 6.000% 4/1/2012 51.00 STATION CASINOS 6.500% 2/1/2014 30.00 STATION CASINOS 6.875% 3/1/2016 28.00 STATION CASINOS 6.625% 3/15/2018 26.50 SWIFT TRANS CO 12.500% 5/15/2017 32.82 TEKNI-PLEX INC 12.750% 6/15/2010 65.00 TOUSA INC 9.000% 7/1/2010 45.00 TOUSA INC 9.000% 7/1/2010 44.00 TOUSA INC 7.500% 3/15/2011 2.00 TOUSA INC 10.375% 7/1/2012 5.00 TOUSA INC 7.500% 1/15/2015 2.00 TRIBUNE CO 5.500% 10/6/2008 95.00 TRIBUNE CO 5.670% 12/8/2008 94.00 TRIBUNE CO 4.875% 8/15/2010 46.83 TIMES MIRROR CO 7.250% 3/1/2013 26.50 TRIBUNE CO 5.250% 8/15/2015 23.80 TIMES MIRROR CO 7.500% 7/1/2023 22.00 TRUMP ENTERTNMNT 8.500% 6/1/2015 37.00 WIMAR OP LLC/FIN 9.625% 12/15/2014 8.00 TRUE TEMPER 8.375% 9/15/2011 29.80 TRONOX WORLDWIDE 9.500% 12/1/2012 37.94 JAZZ TECHNOLOGIE 8.000% 12/31/2011 40.00 RJ TOWER CORP 12.000% 6/1/2013 1.13 TXU ENERGY CO 7.000% 3/15/2013 41.50 UAL CORP 5.000% 2/1/2021 39.00 UAL CORP 4.500% 6/30/2021 42.50 UPS-CALL10/08 5.150% 10/15/2018 99.00 USAUTOS TRUST 5.100% 3/3/2011 49.00 UNIVISION COMM 3.875% 10/15/2008 99.87 VERTIS INC 9.750% 4/1/2009 73.50 VERENIUM CORP 5.500% 4/1/2027 38.00 VERASUN ENERGY 9.875% 12/15/2012 71.50 VESTA INSUR GRP 8.750% 7/15/2025 1.00 WACHOVIA CORP 3.625% 2/17/2009 97.44 WCI COMMUNITIES 9.125% 5/1/2012 28.50 WCI COMMUNITIES 7.875% 10/1/2013 35.00 WILLIAM LYON 7.625% 12/15/2012 46.00 WILLIAM LYON 10.750% 4/1/2013 42.00 WILLIAM LYON 7.500% 2/15/2014 36.81 WOLVERINE TUBE 10.500% 4/1/2009 87.50 WASH MUTUAL INC 4.000% 1/15/2009 64.00 WASH MUTUAL INC 4.200% 1/15/2010 61.50 WASH MUTUAL INC 8.250% 4/1/2010 1.00 WASH MUT BANK NV 5.550% 6/16/2010 36.27 WASH MUT BANK NV 5.950% 5/20/2013 0.75 WASH MUTUAL INC 4.625% 4/1/2014 19.00 WASH MUT BANK FA 5.650% 8/15/2014 2.50 WASH MUT BANK NV 5.125% 1/15/2015 2.25 WASH MUTUAL INC 7.250% 11/1/2017 14.00 YOUNG BROADCSTNG 10.000% 3/1/2011 18.00 YOUNG BROADCSTNG 8.750% 1/15/2014 25.00 USFREIGHTWAYS 6.500% 5/1/2009 95.50 USFREIGHTWAYS 8.500% 4/15/2010 77.00 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Julybien D. Atadero, Sheryl Joy P. Olano, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Ludivino Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2008. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***