---

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

            Tuesday, October 21, 2008, Vol. 12, No. 251           

                             Headlines

3900 LLC: Case Summary & 14 Largest Unsecured Creditors
ADRENALINA: Posts $1.9 Million Net Loss for Qtr. Ended June 2008
ADVANCED ENVIRONMENTAL: Nasdaq Suspends Bid Price Rule Duress
ADVANCED MICRO: Posts $67 Million Net Loss for Third Quarter 2008
ADVANCED MICRO: Mubadala Development, et al., Disclose 8.1% Stake

ADVOCACY & RESOURCES: Plan Confirmation Hearing Set for Today
AGUILAR LAW: Voluntary Chapter 11 Case Summary
ALESCO FINANCIAL: To Cure Share Price Non-Compliance with NYSE
ALLIED DEFENSE: Holders Seek Redemption of $9MM Promissory Notes
AM1.LTD.PTR: Case Summary & Largest Unsecured Creditor

AMERICAN AXLE: Production Slump Cues Fitch to Cut Debt Ratings
AMERICAN INT'L: To Stop Seeking for Changes in Mortgage Law
AMERICHIP INTERNATIONAL: Delays 10QSB Filing for Aug. 31 Quarter
APARTMENT INVESTMENT: Fitch Holds 'BB+' Rating on Preferred Stock
ARCHWAY COOKIES: Section 341(a) Meeting Set for November 17

ARCHWAY COOKIES: Sued by Employees for Alleged WARN Act Breach
ARCHWAY COOKIES: Gets Interim OK to Use $58 Mil. Wachovia Facility
ASCENDIA BRANDS: Panel Seeks More Time to Challenge Lenders' Liens
ASHTON WOODS: Delays 10-Q Filing, Receives Covenant Default Notice
ATHEROGENICS INC: Court Converts Chapter 7 Case to Chapter 11

ATHEROGENICS INC: Court Approves Retention of Professionals
AURA SYSTEMS: Reports $2.8 Million Net Loss for Aug. 31, 2008
AVENSYS CORPORATION: Liquidity Woes May Lead to Operations Halt
BACM 2007-5: Stable Performance Cues Fitch to Affirm Ratings
BANKS.COM INC: Has Until November 10 to Submit Cure Plan to NYSE

BASELINE OIL: Moody's PD Rating to 'D' on Financing Failure
BEAR STEARNS: Moody's Cuts Ratings on 387 Tranches from 37 RMBS
BONTEN MEDIA: S&P Holds 'B' Rating & Revises Outlook to Negative
BON-TON STORES: Expects Full Year Results at Low End of Target
BRIGGS RANCH: Section 341(a) Meeting Scheduled for November 20

BUILDING MATERIALS: Fails to Comply with NYSE Listing Rules
BUXTON FUNERAL: Case Summary & 14 Largest Unsecured Creditors
CARUSO HOMES: May Continue Using Cash Collateral Until Dec. 12
CARUSO HOMES: Wants Plan Exclusivity Period Extended to May 1
C-BASS: Moody's Cuts Ratings on 214 Tranches From 23 Subprime RMBS

CENTERLINE HOLDING: Moody's Cuts Rating to 'B1' on Weak Earnings
CHRYSLER LLC: Prefers GM Over Nissan-Renault, WSJ Report Says
CHRYSLER LLC: GM Unable to Secure Financing for Merger
CIRCUIT CITY: Shares Rise After Saying It May Avoid Bankruptcy
CIRTRAN CORP: Inks Amended Debenture Deal with YA Global, Highgate

CITADEL BROADCASTING: S&P Holds 'B+' Rating; Outlook Negative
COBALT CMBS: Moody's Chips Ratings on Six Classes of Certificates
COMFORT CO: Chapter 11 Filing Won't Affect Business
COMMERCE PARK II: Bankruptcy Suspends Building Foreclosure Sale
COMMONWEALTH MATERIAL: Case Summary & Largest Unsecured Creditors

CONSTAR INTERNATIONAL: Restructures Operation to Cut Costs
CORLISS LANDING: Case Summary & 20 Largest Unsecured Creditors
CREATIVE LOAFING: City Paper to Focus on Online Publication
CREDIT DERIVATES: Moody's Cuts Ratings on Credit Quality Slide
CREDIT SUISSE: S&P Puts 10 Cert. Ratings Under Negative Watch

CROSS ATLANTIC: Court Dismisses Chapter 11 Bankruptcy Cases
DELTEK INC: Expects Up to $71 Million in Total Revenues
DIAMOND PRESS: Case Summary & 20 Largest Unsecured Creditors
DOLLAR THRIFTY: S&P Cuts Ratings to 'B-' on Weak Earnings Outlook
DURRETT CHEESE: Faces Suit by Immigrant Workers

EATON VANCE: Moody's Junks Ratings on Market Value Deterioration
ELCOM INTERNATIONAL: March 31 Balance Sheet Upside-down by $1.7MM
ENTERCOM RADIO: Moody's Trims 7.625% Sub. Notes Rating to B3
EPICEPT CORPORATION: Hercules Converts Secured Loan to Shares
FAREED HAYAT: Case Summary & Six Largest Unsecured Creditors

FIRST FRANKLIN: Moody's Chips Ratings on 366 Tranches from 39 RMBS
FISCHER CROSSINGS: Involuntary Chapter 11 Case Summary
FOOTHILLS RESOURCES: Inks Forbearance Deal w/ Wells Fargo, et al.
FORSTER DRILLING: Delays Form 10-QSB Filing for Qtr Ended Aug. 31
FREMONT GENERAL: Wants Creditors' Exclusivity Objection Dismissed

FREMONT TRUST: Moody's Trims Ratings on 115 Tranches from 12 RMBS
FUSION TELECOMMUNICATIONS: Receives Amex Non-Compliance Notice
GAINEY CORP: Court Approves Use of Up to $6.3MM Until Oct. 22
GAINEY CORPORATION: Moody's Puts 'D' Rtngs After Bankruptcy Filing
GATEWAY ETHANOL: Court Extends Schedules Filing to October 31

GATEWAY ETHANOL: Seeks Court OK to Employ Bryan Cave as Counsel
GC PHOENIX: Voluntary Chapter 11 Case Summary
GENERAL GROWTH: Hikes Interim CFO's Annual Salary to $710,000
GENERAL MOTORS: Unable to Secure Financing for Chrysler Merger
GLOBAL WINE: Operations Taken Over by Oak Ridge Winery

GOODYEAR TIRE: CFO Schmitz Resigns, Darren R. Wells Assumes Role
GOODY'S FAMILY: To Exit Bankruptcy After Oct. 20 Plan Effectivity
GREEKTOWN CASINO: Bankruptcy Exit Preparations Cue Board Revamp
GROVE CITY: Involuntary Chapter 11 Case Summary
GSC ABS: Poor Credit Quality Cues Moody's to Trim Notes Ratings

GWLS HOLDINGS: Blames Chapter 11 Filing to High Fuel Cost
GWLS Holdings Inc. together with its 50 affiliates filed for
GWLS HOLDINGS: Case Summary & 50 Largest Unsecured Creditors
HAMIL CORP: Files List of 20 Largest Unsecured Creditors
HARLEY-DAVIDSON: Moody's Downgrades Ratings on Two Loan Trusts

HERITAGE FORD: Files for Chapter 11 Bankruptcy in Tennessee
HOME INTERIORS: Wants to Use Cash Collateral Until Feb. 27, 2009
HRP MYRTLE: Hearing on Lenders' Objection to Financing Set Oct. 22
HURD WINDOWS: U.S. Trustee Names 5 Members to Creditors Panel
IMARX THERAPEUTICS: Nasdaq to Halt Stock Trading October 22

IMPLANT SCIENCES: June 30 Balance Sheet Upside-Down
IMPLANT SCIENCES: Board Taps Noblemen to Explore Strategic Options
INFINITI SPC: S&P Junks Ratings on Class B & B-E Notes
JONES APPAREL: Earnings Revision Won't Affect S&P's 'BB' Rating
JP MORGAN: Moody's Junks Rating on $5.056MM Class O Certificates

JP MORGAN: Fitch Holds Three Low-B Ratings & Puts Stable Outlook
KARYKEION INC: Wants to Employ Fainsbert Mase as Bankr. Counsel
KARYKEION INC: Creditors Panel Wants Buchalter Nemer as Counsel
LANCER FUNDING: Moody's Cuts Ratings on Credit Quality Slide
LANDRY'S RESTAURANTS: Amends Fertitta Merger Deal

LEHMAN BROS: S&P Withdraws Low-B Ratings After Certs. Repayment
LITTLE TRAVERSE: Moody's Cuts Corp. Family Rating to Caa1 From B2
LOHREY ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
LONG BEACH: Moody's Trims Ratings on 245 Tranches from 24 RMBS
MADAKET FUNDING: Moody's Lowers Ratings on Six Classes of Notes

MASONITE CORP: Weak Capital Structure Cues Moody's Ratings Cut
MATTRESS DISCOUNTERS: Wants to Sell Assets at Oct. 31 Auction
MCDONALD TECHNOLOGIES: Moody's Junks Ratings on Weak Financial
MEDICURE INC: Aug. 31 Balance Sheet Upside-Down by C$9.55 Million
MERRILL LYNCH: Moody's Holds Low-B Ratings on Cert. Classes

MERRILL LYNCH: $5.1BB 3rd Quarter Loss Shows Firm's Desperation
MERVYNS LLC: To Hold Going Out of Business Sales at All Locations
MGM MIRAGE: Tracinda Corp. Discloses 53.8% Equity Stake
MICHAEL LUNKES: Case Summary & Eight Largest Unsecured Creditors
MINT 2005-1: Credit Quality Decline Cues Moody's Rating Actions

ML-CFC COMMERCIAL: Performance Decline Cues Moody's Ratings Cut
MOBILE TOWER: 34-Story Downtown Building to be Sold for $7.2MM
MORGAN STANLEY: Moody's Cuts $1.5MM Class IV Notes Rating to Caa2
MORGAN STANLEY: Moody's Chips $10MM Notes Rating to B3 From Baa3
MORRIS PUBLISHING: Heightened Risk Cues Moody's to Cut Ratings

MOTOR COACH: Creditors' Committee Opposes Financing and Lockup
NORTH OAKLAND: Oct. 23 Hearing to Sell Hospital for $9MM Scheduled
NXT ENERGY: Retains Howard Group as Investor Relations Provider
OCWEN REAL: Fitch Rates $15MM Class A-2 Certificates at 'B'
OPEN ENERGY: August 31 Balance Sheet Upside-Down by $76,000

PAETEC HOLDING: Draws $50 Million from Credit Facility
PAETEC HOLDING: McLeodUSA Unit Settles Lawsuit Against Qwest
PAPER INTERNATIONAL: Section 341(a) Meeting Set for December 16
PARMALAT SPA: Loses Case Against Citigroup; Must Pay $364 Mln.
PEPPERBALL TECH: Merger with SWAT Fails Nasdaq Listing Criteria

PHYSICIANS MEDICAL: Files for Bankruptcy Protection
PHYSICIANS MEDICAL: Case Summary & 20 Largest Unsecured Creditors
PRIMUS GUARANTY: S&P Cuts Counterparty Credit Rating to BB
RAMP: Moody's Chips Ratings on 217 Tranches From 31 Subprime RMBS
RAPID LINK: Names Chris Canfield as CEO & Micheal McGuane as CFO

REFCO INC: Files Quarterly Report for Period Ended September 30
REGENT COMMUNICATIONS: S&P Cuts $240MM Facilities Rating to 'B-'
RENAISSANCE CUSTOM: Gets Interim Authority to Borrow $310,000
RFC: Moody's Lowers Ratings on 346 Tranches From 43 Subprime RMBS
RITE AID: Board OKs Reverse Stock Split to Ensure NYSE Compliance

SALS B-2005-1: Moody's Cuts $9MM Notes Rating to 'Ca' from 'Caa2'
SANKATY HIGH: Decline in Prices Cues Fitch to Cut 5 Notes Ratings
SFD@HOLLYWOOD LLC: Files for Chapter 11 Bankruptcy
SG: Moody's Chips Ratings on 49 Tranches From Five Subprime RMBS
SIGMA FINANCE: Failure to Cure Default Cues S&P to Put 'D' Ratings

SUENO DEL RIO: Voluntary Chapter 11 Case Summary
SURE LINK: Case Summary & Two Largest Unsecured Creditors
SYNCHRONOUS AEROSPACE: Moody's Reinstates Ratings; Outlook Neg.
THOMPSON CREEK: Moody's Withdraws Ratings for Business Reasons
TORRENT ENERGY: U.S. Trustee Wants Case Dismissed or Converted

TORRENT ENERGY: Court Approves Asset Sale Procedures
TRIESTE INVESTMENTS: Seeks to Hire Ryan Rapp as Bankr. Counsel
TRIESTE INVESTMENTS: Section 341(a) Meeting Set for November 12
UNICO INC: August 31 Balance Sheet Upside-down by $11.6 Million
UNIVERSAL ENERGY: August 2008 Production Up by 21%

UTSTARCOM INC: Discloses Result of Option Exchange Offer
VALLEY CLUB: California National Says Plan Unconfirmable
VIKING DRILLING: Wants to Sell Drilling Rigs in A Nov. 5 Auction
VISION TWO: Case Summary & 20 Largest Unsecured Creditors
VISTA LEVERAGED: Moody's Slashes $187.5MM Notes Rating to 'Ba1'

VISTEON CORP: Weak Sales Prompt S&P to Lower Corp. Credit to 'B-'
VPG INVESTMENTS: Court Dismisses Chapter 11 Bankruptcy Cases
WMABS: Moody's Downgrades Ratings on 80 Tranches from Seven RMBS
WORLD HEART: Unveils Agenda for Shareholders' Meeting
YOUNG BROADCASTING: GAMCO, et al., Disclose 7.58% Equity Stake

* Fitch Chips Ratings on Three Mortgage Insurance Companies
* S&P Trims Ratings on 45 Tranches From 12 Cash Flow & Hybrid CDOs

* Large Companies with Insolvent Balance Sheets

                             *********


3900 LLC: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 3900, LLC
        aka Michael's Plaza
        3900 S. HualapaI Way
        Las Vegas, NV 89147
        
Bankruptcy Case No.: 08-22163

Chapter 11 Petition Date: October 17, 2008

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Matthew L. Johnson, Esq.
                  bankruptcy@mjohnsonlaw.com
                  Matthew L. Johnson & Associates, P.C.
                  8831 W. Sahara Avenue
                  Las Vegas, NV 89117
                  Tel: (702) 471-0065
                  Fax: (702) 471-0075

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Millennium Commercial                            $676,933
Properties                    
3900 S. Hualapai Way #100     
Las Vegas, NV 89147

Innovative Assets, LLC                           $248,000
3900 S. Hualapai
Way, Ste. 100                           
Las Vegas, NV 89147

CMX, LLC                        engineering      $26,381
7740 N. 16th Street Suite 100
Phoenix, AZ 85020             

Elliot D. Pollack & Company,                     $8,800
Inc.

Millennium Properties &                          $3,302
Development, Inc.

Fennemore Craig, P.C.                            $2,797

Arizona Classic Landscape                        $2,350

SRP                                              $875

Waste Management of             garbage          $596
Arizona                         collection

Pro-Sweep, LLC                                   $516

ACS Inspection Services                          $225

CCG Credence Cleaning                            $150
Group, LLC

Arizona Department of                            $94
Revenue

Vestin Mortgage         Vacant land - NW         Unknown
8379 West Sunset Road   of Michael's Plaza
Las Vegas, NV 89113     Near Price Road;
                        Secured: $3,879,878

ADRENALINA: Posts $1.9 Million Net Loss for Qtr. Ended June 2008
----------------------------------------------------------------
Adrenalina reported $1,977,454 net loss on total revenues of
$1,194,839 for the three months ended June 30, 2008, compared to
$1,002,114 net loss on total revenues of $677,491 for the same
period a year ago.

The company's condensed consolidated balance sheet at June 30,
2008, showed $10,775,935 in total assets and $9,350,266 in total
liabilities resulting in a $1,425,669 stockholders' equity.

A full-text copy of the company's regulatory filing is available
for free at http://ResearchArchives.com/t/s?340c

                     Going Concern Disclaimer

On April 16, 2008, Goldstein Schechter Koch Price Lucas
Horwitz & Co., P.A., in Miami, expressed substantial doubt about
Adrenalina's ability to continue as a going concern after auditing
the company's consolidated financial statements for the year ended
Dec. 31, 2007.  The auditing firm reported that the company
incurred a net loss of approximately $5,767,000 in 2007.  The
auditing firm added that the company has an accumulated deficit of
approximately $9,408,000 at Dec. 31, 2007, and is currently unable
to generate sufficient cash flow to fund current operations.

                         About Adrenalina

Headquartered in Miami, Florida, Adrenalina (OTC BB: AENA)
-- http://www.adrenalinastore.com/-- is a retail, entertainment,   
media and publishing company that is focused on the nature and
lifestyle surrounding extreme sports and outdoor adventures.  
Currently the company has two stores open and is in the process of
opening 5 stores during 2008.


ADVANCED ENVIRONMENTAL: Nasdaq Suspends Bid Price Rule Duress
-------------------------------------------------------------
Advanced Environmental Recycling Technologies, Inc. informed that,
effective Oct. 17, 2008, NASDAQ had suspended enforcement of the
rules requiring a minimum $1 closing bid stock price in order to
maintain its listing.  In addition, NASDAQ will not take any
action to delist any security for this concern during the
suspension.  The suspension will remain in effect through
Jan. 16, 2009.  The minimum $1.00 bid rule will be reinstated on
Jan. 19, 2009.

AERT, which was granted a grace period on June 18, 2008, was
given until Dec. 15, 2008, to take actions necessary to maintain
compliance with the minimum $1.00 bid price on its common stock
or risk delisting by the NASDAQ Capital Markets Exchange.  AERT
has been informed that around Jan. 19, 2009, the company will get
a new letter granting them the "unused" portion of their existing
grace period.

"We are pleased that, in light of the current market turmoil,
NASDAQ has temporarily relaxed its listing requirements," AERT
Chairman & CEO Joe Brooks, said.  "AERT is but one of over
150 NASDAQ listed companies that are currently out of compliance.
We are hopeful that when the listing requirement rules are put
back into effect next year, AERT's share price will accurately
reflect the progress being made towards our goal of becoming the
industry leader in the business of collecting and revaluing waste
plastic."

Based in Springdale, Arizona, Advanced Environmental Recycling
Tech. (NASDAQ:AERT) -- http://www.aertinc.com/-- develops,  
manufactures and markets composite building materials that are
used in place of traditional wood or plastic products for exterior
applications in building and remodeling homes and for certain
other industrial or commercial building purposes.  


ADVANCED MICRO: Posts $67 Million Net Loss for Third Quarter 2008
-----------------------------------------------------------------
Advanced Micro Devices Inc. reported third quarter 2008 revenue
from continuing operations of $1.776 billion, including process
technology license revenue of $191 million.  Third quarter 2008
revenue increased 32% compared to the second quarter of 2008 and
14% compared to the third quarter of 2007.

In the third quarter, AMD reported a net loss of $67 million, or
$0.11 per share.  For continuing operations, third quarter 2008
income was $41 million, or $0.07 per share, including the process
technology license revenue of $191 million, or $0.31 a share.
Third quarter 2008 operating income was $131 million.  Loss from
discontinued operations was $108 million, or $0.18 a share.

In the second quarter of 2008, AMD had revenue from continuing
operations of $1.349 billion, a net loss of $1.189 billion, a loss
from continuing operations of $269 million and an operating loss
of $143 million. In the third quarter of 2007, AMD had revenue
from continuing operations of $1.558 billion, a net loss of $396
million, a loss from continuing operations of $344 million and an
operating loss of $181 million.

"We achieved a significant milestone with the recent announcement
of our Asset Smart strategy, which will transform both AMD and the
industry through the creation of 'The Foundry Company'," said Dirk
Meyer, AMD's president and CEO.  "AMD will be assured access to
leading-edge manufacturing processes without the obligation to
make the capital investment required to maintain a world-class
manufacturing operation. We look forward to the successful closing
of this joint venture early in 2009."

"We are pleased to have reached our goal of operational
profitability this quarter while increasing gross margin to 51
percent," said Robert J. Rivet, AMD's chief financial officer.
"Improved execution across all of our businesses was punctuated by
a refresh of our graphics product line-up, driving 55 percent
sequential revenue growth and market share gains. In addition,
customer adoption of our quad-core microprocessors was strong,
with unit shipments increasing 46 percent sequentially."

Third quarter 2008 gross margin was 51%, and 45% excluding process
technology license revenue. This compares favorably to both the
second quarter 2008 non-GAAP gross margin of 37%, and third
quarter of 2007 gross margin of 41%.

                         Current Outlook

AMD's outlook statements are based on current expectations of its
continuing operations. The following statements are forward
looking, and actual results could differ materially depending on
market conditions and the factors set forth under "Cautionary
Statement" below.

Third quarter 2008 revenue was $1.585 billion, not including
process technology license revenue. In light of the current
macroeconomic conditions, AMD expects fourth quarter 2008 revenue
from continuing operations to be roughly flat to that number.

                       Additional Highlights

As the cornerstone of its Asset Smart strategy, AMD and the
Advanced Technology Investment Company (ATIC) of Abu Dhabi
announced an agreement to create a U.S.-headquartered, leading-
edge semiconductor manufacturing company to address growing demand
for independent foundry production capabilities.  The new global
company will serve this need by combining advanced process
technology, industry-leading manufacturing facilities and
aggressive plans to expand its global capacity footprint.

AMD announced that Mubadala Development Corporation will increase
its stake in AMD from 8.1% to 19.3% of outstanding shares on a
fully diluted basis through the purchase of 58 million newly
issued shares and warrants for 30 million additional shares.

AMD introduced the entire ATI Radeon HD 4000 family of graphics
cards with 10 new products spanning all market segments.  From the
ATI Radeon HD 4870 X2, the world's fastest graphics card designed
for the ultra-enthusiast, to the ATI Radeon HD 4350 providing a
great visual experience for the value-minded market.  AMD also
strengthened its workstation graphics product offerings with the
introduction of two new ATI FirePro graphics products.

Dell and HP introduced new quad-core server platforms designed
specifically to take advantage of the virtualization performance
advantages of the quad core AMD Opteron processor.

AMD expanded its desktop consumer and commercial processor line-
up, introducing:

   -- Six new desktop processors, including three quad-core and
      three triple-core processors;

   -- Four new AMD Business Class processors, extending the B-
      series product offerings to a total of 11 processors that  
      support the essential security and manageability
      requirements of business users.

Acer, Dell, NEC, Samsung, Toshiba, and others introduced new
notebook systems powered by the recently introduced AMD Turion X2
Ultra notebook platform.

Ten of the largest motherboard partners introduced new products
based on the AMD 790GX desktop chipset, delivering best-in-class
3D graphics performance, enhanced scalability and stability for
high-performance gaming and multimedia.

AMD launched a new corporate brand campaign under a new tagline,
"The Future is Fusion."  The campaign focuses on how the unique
AMD combination of technologies, coupled with close relationships
with computer manufacturers and a deep understanding of customer
needs, results in exciting next-generation capabilities and
experiences at work, at home, and at play.

                       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.


ADVANCED MICRO: Mubadala Development, et al., Disclose 8.1% Stake
-----------------------------------------------------------------
Mubadala Development Company PJSC, West Coast Hitech L.P., West
Coast Hitech G.P., Ltd, disclosed in a Securities and Exchange
Commission filing that they may be deemed to beneficially own
49,000,000 shares of Advanced Micro Devices Inc.'s common stock,
representing 8.1% of the 607,192,663 shares of common stock
outstanding as of Aug. 1, 2008.

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.


ADVOCACY & RESOURCES: Plan Confirmation Hearing Set for Today
-------------------------------------------------------------
The Honorable Keith M. Lundin of the U.S. Bankruptcy Court for the
Middle District of Tennessee approved the second amended
disclosure statement explaining the First Amended Plan of
Reorganization proposed by Michael E. Collins, the Chapter 11
Trustee of Advocacy & Resources Corp.  A hearing to consider
confirmation of the plan is scheduled for today, Oct. 21, 2008, at
10:00 a.m. in Courtroom 2, at 701 Broadway, in Nashville,
Tennessee.

                       Funding of the Plan

Few available assets will be liquidated to pay unsecured claims,
which exceeds $6 million.  The Chapter 11 Trustee determined that
a reorganization of the company, if successful, would provide the
best opportunity for a meaningful distribution to unsecured
creditors and would provide gainful employment to the physically
disabled workers.

The claims to be paid on the effective date will be paid from
operating cash flow, liquidation of non-core assets, and financing
under the Post-Confirmation Credit Facility.  The trustee projects
that administrativeclaims will total approximately $696,000.  The
unencumbered balance in the Trustee's non-operating accounts
currently totals approximately $146,000.  Additionally, the
Trustee has a Section 506(c) claim against LSF5 in the amount of
$225,000, which will also be used to fund payment of the
administrativeclaims.  

                       Treatment of Claims

All administrativeand priority tax claims will be paid in full.

Class 1A Secured Claims of LSF5 Cookeville, LLC, will have an
allowed secured non-recourse claim in the amount of $8.9 Million.  
The claim will be paid in monthly installments of $25,000 until
paid in full (approximately 29.7 years).  The proposed payments
have a present value of $3.5 Million, assuming an annual interest
rate of 7.6%.  ARC will provide to LSF5 a note, deed of trust, and
security agreement reflecting the treatment and including such
other covenants and provisions that are not inconsistent with the
Plan.  Proposed documentation will be provided to LSF5 no later
than 25 days prior to the deadlines for filing objections to the
Plan.

Class 1B Secured Claim of AUI Management, LLC, fka LMM&M, LLC,
will have a first-priority lien on all of the Debtor's
undistributed assets, except the Gould Drive Facility and the
Prepetition Equipment.  AUI will have a lien on the Gould Drive
Facility and the Prepetition Equipment that is junior to the lien
of LSF5, but senior to any and all other liens.  AUI will receive
payment on its claims in accordance with the terms of the Post-
Confirmation Credit Facility.  The Trustee will move for the
approval of the Post-Confirmation Credit Facility to be heard in
conjunction with the hearing on confirmation of the Plan.

In the event that it is determined that U.S. Agency for
International Development has an allowed secured claim pursuant to
the USAID's proof of claim dated June 15, 2007, the Class 1C
allowed claim will be paid in equal monthly payments amortized
over 20 years at the Prime Rate of interest.  The allowed USAID
claim will be paid by the Reorganized Debtor out of future
operations.  In the event that the USAID claim is determined not
to be a secured claim, such claim will be treated as a Class 6
claim.

All Class 2 allowed non-tax priority claims, including priority
employee benefit claims, will be paid in full from the Post-
Confirmation Trust on the effective date of the Plan.

Class 3 Claims, consisting of General Unsecured Claims under $500,
will be paid 50% of their allowed claim in cash from the Post-
Confirmation Trust on the effective date of the Plan.  Any
creditor with a claim in excess of $500 may voluntarily reduce
their claim to $500 in order to participate in the Convenience
Class.

To the extent funds are available in the Post-Confirmation Trust
after payment in full of administrativeClaims, Priority Tax
Claims, Class 2 Claims, and Class 3 Claims, all Class 4 allowed
non-priority, non-executive employee wage and benefit claims will
receive an initial distribution of 50% of the allowed amount of
such claim from the Post-Confirmation Trust.  The payment of Class
4 Claims will be made on the effective date to the extent of the
Available Cash at that time.  In the event that the Class 4 Claims
are not paid their full 50% distribution on the effective date,
25% of the First Distribution and each Quarterly Distribution will
be allotted to pro rata payment of the Class 4 claims until each
allowed Class 4 Claim holder receives 50% of their allowed claim.  
In the event that the holders of Class 5 and Class 6 claims are to
receive dividends in excess of 50% of their allowed claims, the
holders of Class 4 claims will share in the Excess Distributions
with the Class 5, Class 6 and Class 7 claimholders on a pro rata
basis.

To the extent funds are available in the Post-Confirmation Trust
after payment in full of administrative claims, priority tax
claims, Class 2 Claims, and Class 3 Claims, and subject to the
treatment of the Class 4 Claims, holders of Class 5 General
Unsecured Claims (providers of trade credit) will share, pro rata,
50% of the allowed amount of such claim from the Post-Confirmation
Trust.  About 50% of the First Distribution and each Quarterly
Distribution will be allotted to pro rata payment of the Class 5
Claims until such time as the Class 4 Claims have received 50% of
their allowed claims, after which 75% of the Quarterly
Distribution will be allocated to pro rata payment of the Class 5
Claims until such time as the Class 5 Claims have received 50% of
their allowed claims.  In the event that the holders of Class 6
and Class 7 claims are to receive dividends in excess of 50% of
their allowed claims, the holders of Class 5 claims will share in
the Excess distributions with the Class 4, Class 6 and Class 7
claimholders on a pro rata basis.

To the extent funds are available in the Post-Confirmation Trust
after payment in full of administrative claims, priority tax
claims, Class 2 claims, and Class 3 claims, and subject to the
treatment of the Class 4 and Class 5 claims, holders of Class 6
General Unsecured Claims and holders of Class 7 Claims will share,
pro rata, 25% of each Quarterly Distribution until such time as
both Class 4 and Class 5 claimholders have received 50% of their
allowed claims, after which Class 6 and Class 7 Claims will share,
pro rata, 100% of each Quarterly Distribution.  In the event that
the holders of Class 6 and Class 7 claims are to receive dividends
in excess of 50% of their allowed claims, the holders of Class 4
and Class 5 claims will share in the Excess Distributions with the
Class 6 and Class 7 claimholders on a pro rata basis.

To the extent funds are available in the Post-Confirmation Trust
after payment in full of administrative claims, priority tax
claims, Class 2 Claims, and Class 3 Claims, and subject to the
treatment of the Class 4 and Class 5 Claims, holders of Class 6
Claims and holders of Class 7 unsecured deficiency Claims will
share, pro rata, 25% of each Quarterly Distribution until such
time as both Class 4 and Class 5 claimholders have received 50% of
their allowed claims, after which Class 6 and Class 7 Claims will
share, pro rata, 100% of each Quarterly Distribution.  In the
event that the holders of Class 6 and Class 7 claims are to
receive dividends in excess of 50% of their allowed claims, the
holders of Class 4 and Class 5 claims will share in the Excess
Distributions with the Class 6 and Class 7 claimholders on a pro
rata basis.

A full-text copy of the First Amended Plan of Reorganization is
available for free at http://researcharchives.com/t/s?340e

                   About Advocacy & Resources

Based in Cookeville, Tennessee, Advocacy and Resources Corporation
is a non-profit corporation that manufactures food products for
feeding programs operated by the U.S. Government.  Customers
include the U.S. Department of Agriculture, the Department of
Defense, and other private distribution firms.  The company filed
for chapter 11 protection on June 20, 2006 (Bankr. M.D. Tenn. Case
No. 06-03067).  Michael E. Collins, Esq., serves as Chapter 11
Trustee.  Manier & Herod PC represents Mr. Collins.  When the
Debtor filed for chapter 11 protection, it estimated assets and
debts between $10 million and $50 million.


AGUILAR LAW: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Aguilar Law Office, P.C.
        1803 Rio Grande Blvd. NW
        Albuquerque, NM 87104

Bankruptcy Case No.: 08-13478

Type of Business: October 16, 2008

Chapter 11 Petition Date:

Court: New Mexico (Albuquerque)

Judge: Mark B. McFeeley

Debtor's Counsels: Arin Elizabeth Berkson, Esq.
                   mbglaw@swcp.com
                   Moore, Berkson & Gandarilla, P.C.
                   P.O. Box 216
                   Albuquerque, NM 87103-0216
                   Tel: (505) 242-1218
                   Fax: (505) 242-2836

                   George M Moore
                   mbglaw@swcp.com
                   Moore, Berkson & Gandarilla, P.C.
                   P.O. Box 216
                   Albuquerque, NM 87103-0216
                   Tel: (505) 242-1218
                   Fax: (505) 242-2836

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Aguilar Law Office did not file its list of largest unsecured
creditors.


ALESCO FINANCIAL: To Cure Share Price Non-Compliance with NYSE
--------------------------------------------------------------
Alesco Financial Inc. was notified by the New York Stock Exchange,
or the NYSE, on Oct. 10, 2008, that it was not in compliance
with the NYSE continued listing standard relating to minimum
share price. The standard requires that the average closing price
of any listing security not fall below $1.00 per share for any
consecutive 30 trading-day period.

Under NYSE rules, the company has ten business days, or until
Oct. 24, 2008, to notify the NYSE of its intent to cure this
deficiency.  On Oct. 15, 2008, the company notified the NYSE
of its intent to cure this deficiency.  Under NYSE rules, the
company has six months from the date of the NYSE notice to comply
with the NYSE minimum share price standard.  If the company is
not compliant by that date, its common stock will be subject to
suspension and delisting by the NYSE.

The company is exploring alternatives for curing the deficiency
and restoring compliance with the continued listing standards.
The company's common stock remains listed on the NYSE under the
symbol "AFN," but will be assigned a ".BC" indicator by the NYSE
to signify that the company is not currently in compliance with
the NYSE's continued listing standards.

                      About Alesco Financial

Headquartered in Philadelphia, Alesco Financial Inc. (NYSE: AFN)
-- http://www.alescofinancial.com/-- is a specialty finance real     
estate investment trust (REIT).  The company is externally managed
by Cohen & Company Management LLC, a subsidiary of Cohen Brothers
LLC (which does business as Cohen & Company), an alternative
investment management firm, which, since 2001, has provided
financing to small and mid-sized companies in financial services,
real estate and other sectors.

                         *     *     *

As reported in the Troubled Company Reporter on May 9, 2008, the
company received written notice from the trustees of Kleros Real
Estate I, II, and III that each CDO has experienced an event of
default.  These events of default resulted from the failure of
certain additional overcollateralization tests due to credit
rating agency downgrades.  The events of default provide the
controlling class debtholder in each CDO with the option to
liquidate all of the MBS assets collateralizing the particular
CDO.  The proceeds of any such liquidation would be used to repay
the controlling class debtholder.  

On May 1, 2008, the company received written notice from the
trustee of Kleros Real Estate III that the controlling class
debtholder has submitted a notice of liquidation.  Although
liquidation of the underlying collateral has not yet occurred,
once the liquidation process commences the company will no longer
able to include the liquidated assets and the related income as a
component of its REIT qualifying assets and income.  

As of May 9, 2008, the controlling class debtholders of
Kleros Real Estate I and II have not exercised their rights to
liquidate either CDO.  Since the company is not receiving any cash
flow from its investments in any of the Kleros Real Estate CDOs,
the events of default and liquidation notices do not have any
further impact on the company's cash flows.  

However, the assets of the Kleros Real Estate I, II and III CDOs
and the income they generate for tax purposes are a component of
the company's REIT qualifying assets and income.  If more than one
of the Kleros Real Estate CDOs is liquidated the company may have
to deploy additional capital into REIT qualifying assets in order
to continue to qualify as a REIT.  If the company is not able to
invest in sufficient other REIT qualifying assets, its ability
to qualify as a REIT could be materially adversely affected.


ALLIED DEFENSE: Holders Seek Redemption of $9MM Promissory Notes
----------------------------------------------------------------
The Allied Defense Group Inc. disclosed in a Securities and
Exchange Commission filing that on Oct. 10 to 14, 2008, it
received letters from all four of the holders of its senior
secured convertible promissory notes requiring the company to
redeem all the outstanding notes at face value on the 18-month
anniversary of the issue of the Notes.

The Company is required to redeem $8,038,915 of the Notes on Dec.
26, 2008 and $928,321 of the Notes on Jan. 19, 2009. The Company
expects to timely satisfy these obligations.

As required by the terms of the Notes, the Company repaid
$10,908,415 in principal on the Notes since Oct. 6, 2008, in
conjunction with the net proceeds of the Company's sale of
substantially all of the assets of its Global Microwave Systems
subsidiary that closed on October 1, 2008.

Headquartered in Vienna, Virginia, The Allied Defense Group Inc.
(Amex: ADG) -- www.allieddefensegroup.com -- is a diversified
international defense and security firm which develops and
produces conventional medium caliber ammunition marketed to
defense departments worldwide.  The company also designs, produces
and markets sophisticated electronic and microwave security
systems principally for European and North American markets.

                         Going Concern Doubt

BDO Seidman LLP, in Bethesda, Maryland, expressed substantial
doubt about The Allied Defense Group Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2007.  The
auditing firm reported that in 2007 and 2006 the company suffered
losses from operations.

The auditing firm added that, in January and February 2008, the
banking group of the company's key subsidiary sent notifications
to the company of their intentions to terminate the credit
facilities.  Subsequently, in March 2008, the members of the
banking group notified the company of their intentions to continue
with the credit facility contingent upon the resolution of
additional requirements.

The company posted $2.4 million in net losses on $76.4 million in
net revenues for the first half ended June 30, 2008.


AM1.LTD.PTR: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: AM1.LTD.PTR. L.P.
        2450 Alhambra Blvd.
        Sacramento, CA 95817

Bankruptcy Case No.: 08-35007

Chapter 11 Petition Date: October 17, 2008

Court: Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Aristides G. Tzikas, Esq.
                  Matheny, Sears, Linkert & Jaime LLP
                  3638 American River Dr.
                  Sacramento, CA 95864
                  Tel: (916) 978-3434

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

           http://bankrupt.com/misc/califeb08-35007.pdf


AMERICAN AXLE: Production Slump Cues Fitch to Cut Debt Ratings
--------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating of American
Axle to 'B' from 'B+' and the company's unsecured debt to 'B/RR4'
from 'B+/RR4'.  The rating action reflects further deterioration
in production volumes of American Axle's key GM platform resulting
from accelerated production shutdowns and the deepening impact of
the credit crisis on dealers, leasing activity and retail sales
financing.  Negative cash flows in the remainder of 2008 and 2009
will be steeper than previously envisioned, and the company's
liquidity profile has tightened.

American Axle's restructuring of its labor contracts and
manufacturing footprint is expected to be completed by the end of
the first half of 2009, but the costs of implementation, when
combined with operating losses, will require access to its
revolving credit agreement which matures in 2010.

At the end of the second quarter, following an 87 day strike,
American Axle had $196 million in cash and $572 million available
under its unsecured revolving credit agreement.  However, the
company is likely to violate its leverage covenant at some point
over the next six months, and Fitch estimates that American Axle
could require $300 million - $350 million in external borrowings
debt in order to complete the transition to its new manufacturing
and labor model.  This will materially increase the company's
existing debt load of approximately $858 million as of June 30,
2008. The company's shrunken market capitalization severely limits
the company's ability to raise equity-linked capital.  American
Axle has no other significant maturities until 2010.

Given the current capital market conditions and deterioration in
the U.S. auto market, Fitch expects that American Axle will not be
able to establish a new revolver, even on a secured basis, in an
equivalent size to its existing facility.  Fitch expects that a
new facility could move to a borrowing-base collateral structure,
which would limit the company's borrowing capacity.  Primary
securitizable assets, include GM receivables and GM-dedicated
inventory, are likely to have a reduced collateral value.  In the
event of a new secured bank agreement, Fitch will review the
ratings and could further notch down the ratings on existing
unsecured debt.

Over the longer term, Fitch expects that the pickup truck will
partially rebound in line with any stabilization and improvement
in the housing market.  American Axle continues to expand its
geographic, customer and product diversification with healthy new
business wins, although a lot of this business remains in a start-
up phase and will not contribute to operating performance until
the second half of 2009.  The flexibility and cost reductions
provided by American Axle's new labor contract position the
company to downsize its cost structure in response to current
market conditions.  

The company should also benefit from modest commodity price
relief.  Over the longer term, improvement in the company's
operating performance and leverage position will be correlated
with the ramp-up of the company's international new business wins.  
Market conditions will also affect pension asset returns, which
will likely to require incremental pension contributions over the
next several years.

Ratings downgraded:

American Axle & Manufacturing, Inc
  -- IDR to 'B' from 'B+'
  -- Unsecured debt to 'B/RR4' from 'B+/RR4'.

American Axle & Manufacturing Holdings, Inc
  -- IDR to 'B' from 'B+'.


AMERICAN INT'L: To Stop Seeking for Changes in Mortgage Law
-----------------------------------------------------------
Elizabeth Williamson at The Wall Street Journal reports that
American International Group Inc. said it will stop asking
lawmakers and regulators for changes in the mortgage law, after
the congress questioned the company on how it is using more than
$120 billion loaned by the government.

"We're not suspending lobbying as a cost-saving measure but as
part of an overall review of what activities we should be involved
in," WSJ quoted AIG spokesperson Nick Ashooh as saying.

WSJ relates that congressional overseers have questioned AIG on
its lavish events in the days after its government rescue in
September, including a $440,000 weekend at a California spa for
top business producers.

As reported in the Troubled Company Reporter on Oct. 20, 2008,
Senator Dianne Feinstein of California, and Senator Mel Martinez
of Florida asked AIG to stop using taxpayers money in its effort
to diminish the new federal controls over the mortgage industry.  
After receiving an emergency loan from the government, in exchange
of an 80% stake in the firm, AIG has continued to lobby states
implementing a federal law that subjects mortgage originators to
greater scrutiny.  AIG, along with Citigroup Inc., and HSBC
Holdings PLC, have engaged in a state-by-state effort to win
concessions as states implement the law, saying that the licensing
fees are too expensive, and that the information required from
originators could lead to privacy violations.  The companies want
greater transparency over how the licensing fees are to be spent
by the states.

Under the Secure and Fair Enforcement for Mortgage Licensing Act
of 2008, mortgage originators must be licensed by the states, and
that they must supply comprehensive background information so
regulators can better track their activities.  

According to WSJ, Mr. Ashooh said on Monday that the company has
cancelled about 160 events scheduled for the coming months, that
were to cost a total of $80 million.  "We're reviewing all of our
expenses and activities.  As part of that we have suspended
lobbying activities," the report quoted Mr. Ashooh as saying.  Mr.
Ashooh said that Mr. Liddy has told employees that any personal
expenses incurred during the California spa weekend must be
reimbursed, according to the report.

AIG wasn't closing any of its lobbying offices for now, but staff
layoffs would be part of the company's restructuring, WSJ states,
citing Mr. Ashooh.  

           AIG CEO Demands Apology From Jim Cramer

Heidi N. Moore posted on The Deal Journal on Monday that AIG's CEO
Edward Liddy is demanding an apology from CNBC investor and "Mad
Money" host Jim Cramer.

Mr. Liddy said in a letter to Mr. Cramer, "I was deeply
disappointed last Thursday when you urged your viewers to harass
AIG employees....  I demand they be retracted and that you
apologize to AIG˙s employees.  It is one thing to criticize the
executive leadership of AIG -- that's fair commentary.  But it is
way out of bounds to incite people to confront and harass other
AIG employees -- hard-working, dedicated people who are running
good businesses and are committed to our success.  The employees
of AIG did not cause this mess, but they are paying for it -- in
diminished 401K savings and in some job losses as we sell
companies to repay the Federal loan."

                  About American International

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

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

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

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

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

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

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

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


AMERICHIP INTERNATIONAL: Delays 10QSB Filing for Aug. 31 Quarter
----------------------------------------------------------------
AmeriChip International Inc. disclosed in a Securities and
Exchange Commission filing that it has been unable to complete its
Form 10-QSB for the quarter ended Aug. 31, 2008, within the
prescribed time because of delays in completing the preparation of
its unaudited financial statements and its management discussion
and analysis.  

The delays are primarily due to the management's dedication of its
time to business matters.  This has taken a significant amount of
management's time away from the preparation of the Form 10-QSB and
delayed the preparation of the unaudited financial statements for
quarter ended August 31, 2008.

                 About AmeriChip International

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

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

                     Going Concern Doubt

As reported in the Troubled Company Reporter on March 13, 2008,
Jewett, Schwartz, Wolfe & Associates, in Hollywood, Fla.,  
expressed substantial doubt about Americhip International Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Nov. 30, 2007.  The auditing firm pointed to the company's  
recurring losses from operations.

At May 31, 2008, the company had an accumulated deficit of
$33,747,767.


APARTMENT INVESTMENT: Fitch Holds 'BB+' Rating on Preferred Stock
-----------------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of Apartment
Investment and Management Company as:

  -- Issuer Default Rating at 'BBB-';
  -- $475 million corporate term loans at 'BBB-';
  -- $650 million revolving loan commitments at 'BBB-';
  -- $723.5 million of preferred stock at 'BB+'.

AIMCO Properties, L.P. (as co-borrower with Aimco)
  -- Issuer Default Rating at 'BBB-';
  -- $475 million corporate term loans at 'BBB-';
  -- $650 million revolving loan commitments at 'BBB-'.

The Rating Outlook has been revised to Negative from Stable.

The Negative Outlook revolves around Aimco's small pool of
unencumbered apartment properties for the 'BBB-' rating level.  In
Fitch's view, maintaining an unencumbered pool is particularly
important as a source of contingent liquidity given the ongoing
challenges in the real estate debt capital markets.  Fitch
believes that Aimco's small pool of unencumbered assets relative
to its corporate debt is very low for the 'BBB-' IDR.

Fitch continues to assess liquidity among rated U.S. equity real
estate investment trusts, taking into account access to capital,
organic liquidity, committed bank lines, asset sales, joint
venture platforms, and access to the mortgage market and other
markets.  Positively, Fitch notes that Aimco has a proven track
record of accessing non-recourse property mortgage financing.  In
addition, Aimco has accessed funding through a $650 million
committed bank line, $475 million in term loans, Fannie Mae and
Freddie Mac financings, preferred and common stock, an established
asset sale platform and joint venture arrangements.

That being the case, Fitch continues to emphasize the importance
of maintaining a pool of unencumbered assets to generate
sufficient cash flow and value for corporate lenders.  Fitch
calculates that Aimco's unencumbered pool was equal to only 1.4%
of properties on a gross book basis as of year-end 2007 and notes
that this level is weak for the 'BBB-' rating in that it limits
financial flexibility, particularly in light of the recent turmoil
in the residential real estate credit markets.

The Negative Outlook centers on the view that while there is
residual cash flow and value available to corporate debt
investors, nearly all of the cash flow generated by the company's
portfolio is structurally subordinated to Aimco's non-recourse
secured property debt.  The Outlook also points to a Fitch-
calculated liquidity shortfall for Aimco through year-end 2009.

The 'BBB-' IDR continues to reflect Fitch's view that Aimco's
same-store property performance has been good.  Same-store net
operating income for Aimco grew 4.5% in calendar year 2007 and
4.4% in the second quarter of 2008 relative to the same periods in
the previous year, while same-store net operating income growth is
projected in the 2.5% - 4.5% range throughout 2008.  The 'BBB-'
rating also points to the strength of the company's management
team, Aimco's large, geographically diversified portfolio, strong
redevelopment platform and the multiple earning streams generated
through Aimco's various businesses.  

In addition, Aimco's fixed charge coverage ratio was 1.5 times for
the 12 months ended June 30, 2008 and 1.5x during 2007.  Fitch
calculates that Aimco's debt-to-recurring EBITDA and debt-to-
undepreciated book capital ratios as of June 30, 2008 were 9.0x
and 59.7% respectively, compared with 8.3x and 54.8%,
respectively, as of Dec. 31, 2006.

Given the ongoing pressures in the credit markets and Fitch's
focus on liquidity and unencumbered assets, Fitch's Negative
Outlook for Aimco will likely be resolved in the next 6-12 months.  
Fitch will likely downgrade Aimco's IDR to 'BB+' if the company
does not take meaningful steps towards establishing an
unencumbered pool in the coming months to the point where
unencumbered assets to unsecured corporate debt reaches 100%.  
Conversely, the Rating Outlook would likely return to Stable if
Aimco establishes a larger unencumbered pool during the next 6-12
months to the point where the ratio of unencumbered assets to
unsecured corporate debt reaches 150%.

Headquartered in Denver, Aimco had $13.3 billion in undepreciated
book assets and $4.6 billion in undepreciated book equity as of
June 30, 2008.  As of June 30, 2008, Aimco owned or managed a real
estate portfolio of 1,114 apartment properties containing 188,672
apartment units located in 46 states, the District of Columbia and
Puerto Rico.


ARCHWAY COOKIES: Section 341(a) Meeting Set for November 17
-----------------------------------------------------------
The U.S. Trustee for Region 3, Robert A. DeAngelis, will convene
a meeting of creditors of Archway Cookies and Mother's Cake &
Cookie Co. on Nov. 17, 2008, at 1:00 p.m.  The meeting will take
place at J. Caleb Boggs Federal Building, 2nd Floor, Room 2112 in
Wilmington, Delaware.

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

Parmalat Finanziaria of Italy acquired Mother's Cake and Cookie
Company and Archway Cookies from The Specialty Foods Acquisition
Corporation for $250 million in 2000.  Parmalat later sold its
North American Bakery Group, which includes the Archway brands,
Mother's brands and the U.S. and Canadian private label cookie
businesses, to the private equity firm Catterton Partners and
their operating partner Insight Holdings in 2005.  Terms were not
disclosed at that time.

The company and its affiliate Mother's Cake & Cookie Co. filed for
Chapter 11 protection on Oct. 6, 2008 (Bankr. D. Del. Lead Case
No. 08-12323).  The Debtors' affiliates, A&M Cookie Company Canada
and A&M Canada Blocker Corp. is expected to commence a proceeding
before the Superior Court, Commercial Division, for the Judicial
District of Ontario under the Companies' Creditors Arrangement
Act.

Michael R. Lastowski, Esq., at Duane Morris LLP, represents the
Debtors in their restructuring effort.  The Debtor selected (i)
Jeffrey Granger of Focus Management Group USA, Inc., as chief
restructuring officer; (ii) Rothschild Inc., as investment banker
and financial advisors; and Alvarez & Marsal North America, LLC,
as business advisors; (iii) Joele Frank of Wilkinson Brimmer
Katcher as communications advisor; and (iv) Kurtzman Carson
Consultants LLC as claims agent.

When the Debtors filed for protection from their creditors, they
listed assets and debts of between $50 million and $100 million.


ARCHWAY COOKIES: Sued by Employees for Alleged WARN Act Breach
--------------------------------------------------------------
Archway Cookies, LLC allegedly violated federal and California
labor laws when hundreds of employees at company facilities in
Ohio, Michigan and California were abruptly terminated earlier
this month, according to lawyers for a former company worker who
sued Wednesday in Delaware federal bankruptcy court.

Former Archway employee Jeffrey Austen, who worked as an oven
operator at the company's Ashland, Ohio plant, filed suit on
behalf of himself and other similarly situated former employees.

The lawsuit seeks WARN Act-required wages, salary, commissions,
bonuses, accrued holiday pay, accrued vacation pay, pension and
401(k) contributions, and other benefits that would have been
paid or covered during the 60-day notice period, and attorneys'
fees and litigation-related costs.

According to the Complaint, Archway Cookies, and affiliated
companies, were required by the federal Worker Adjustment and
Retraining Notification (WARN) Act to give at least 60 days
advance written notice of the employee terminations and continue
paying certain wages, salary, and benefits during the notice
period in accordance with federal law.

Mr. Austen is represented by Adam T. Klein, Jack A. Raisner, and
Rene' S. Roupinian, of Outten & Golden LLP, of New York; and
Christopher D. Loizides, of Loizides, P.A., of Wilmington,
Delaware.

The workers' legal team will seek to have the lawsuit certified
as a class action that includes all persons who were terminated
without cause at company facilities on or about Oct. 3.

Attorney Rene' S. Roupinian, of Outten & Golden LLP, stated, "We
allege that the Archway Cookies employees are entitled to the
protections of the WARN Act. We also believe that the reasons
given for the company's lack of advance notice -- the rising
cost of fuel and ingredients -- do not meet the WARN Act's
'unforeseeable business circumstance' exception."

Mr. Austen stated, "We were notified of the shutdown by letter
delivered in overnight mail. It's hard to believe that this 60-
year-old company just vanished. We should have been given more
time to prepare for the closing. Because of the WARN Act, we
hope that this lawsuit will force companies like Archway Cookies
to follow the law when it comes to their employees."

     The defendants are:

     -- Battle Creek,
     -- Michigan-based Archway Cookies, LLC;
     -- Mother's Cake & Cookie Co.;
     -- private equity company Catterton Partners Corp., which
        bought Archway Cookies and Mother's Cake & Cookie Co. in
        2005; and
     -- Insight Holding, Catterton's management group.

The case is "Jeffrey Austen, et al., v. Archway Cookies, LLC, et
al., Case No. 08-12323 CSS," filed in the U.S. Bankruptcy Court
for the District of Delaware.

                      About Archway Cookies

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

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

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


ARCHWAY COOKIES: Gets Interim OK to Use $58 Mil. Wachovia Facility
------------------------------------------------------------------
The Hon. Christopher S. Sontchi of the United States Bankruptcy
Court for the District of Delaware authorized Archway Cookies LLC
and Mother's Cake & Cookies Co., to obtain, on an interim basis,
$58,000,000 in debtor-in-possession financing from Wachovia
Capital Finance Corporation, N.A., as administrative agent and
lender.

Judge Sontchi also authorized the Debtors to use cash collateral
securing repayment of the secured loan to the lender.

A hearing is set for Oct. 27, 2008, at 2:00 p.m., to consider
final approval of the motion.  Objections, if any, are due
Oct. 22, 2008.

The proceeds of the loan will be used for working capital and
other general corporate purposes in accordance with the DIP
budget.  The loan is expected to mature on the earliest to occur
of:

  a) October 6, 2009;

  b) the confirmation of a plan of reorganization; or

  c) the last termination date set fort in the interim financing
     order.

Under the DIP agreement with Wachovia Capital, the loans will
incur interest rates:

  a) revolving loans: 1.5% per annum in excess of US Prime Rate
     or per annum in excess of Adjusted Eurodollar Rate for the
     applicable interest period.

  b) Term A1 and Term B1 Loans: 1.75% per annum in excess of US
     prime rate or 4.25% per annum in excess of Adjusted
     Eurodollar Rate for the applicable period.

  c) Term A2 and B2 loans: 2.75% per annum in excess of the
     Canadian Prim Rate.

  d) Term C Loans: 2.5% per annum in excess of the US Prime Rate
     or 5% per annum in excess of the Adjusted Eurodollar Rate for
     the applicable interest period.

To secure their DIP obligations, the Debtors granted to the lender
a superpriority administrative expenses claim status over all and
any administrative expense claim.

The DIP facility is subject to $300,000 carve-out for payment of
statutory fees payables to the U.S. Trustee and Clerk of the
Court; and fees and expenses of professionals retained by the
Debtors or any committee.

The DIP agreement contains customary and appropriate events of
default, which include (a) failure to report in accordances with
ratification agreement; (b) failure to comply with budget without
material budget deviation; and (c) conversion or dismissal of
either of the Chapter 11 cases.

As part of transaction, the lender will be paid a $500,000
facility fee in the aggregate.

                 Prepetition Loans and Obligations

Before their bankruptcy filing, the Debtors entered into a
loan and security agreement dated Jan. 28, 2005, with Wachovia
Capital, as amended on May 22, 2008, which is secured by all
of the Debtors' assets.  The aggregate amount of all loans is
$50 million, plus interest accrued together with all costs, fees,
expenses, and attorneys' fees and legal expenses.

The loan was amended 11 times.

According to court documents, the Debtors are co-borrowers under
two separate loan agreements with Catterton Partner V L.P., as
administrative agent, including:

  -- a $20 million in second lien term loan under a term loan and
     security agreement dated Jan. 28, 2005;

  -- a $35 million in subordinated term loans (with $13.5 million
     added into the facility on Aug. 31, 2008) under a
     subordinated loan and security agreement dated Jan. 28, 2005;
     and

As of Oct. 1, 2008, the amount due under the (i) term loan is
$12.4 million plus $1.3 million in accrued interest; and (ii)
subordinated loan is $48.5 million plus $17.7 million in accrued
interest.

Furthermore, the Debtors had about $25.6 million in unpaid
ordinary course trade debt, which comprised of a $22.2 million in
trade accounts payable and $3.4 million owed in connection with
purchases for which invoices had not yet been received.

A full-text copy of the Debtors' Ratification and Amendment
Agreement and budget are available for free at:

               http://ResearchArchives.com/t/s?33ae

A full-text copy of the Debtors' budget is available for free
at:

               http://ResearchArchives.com/t/s?3409

Headquartered in Battle Creek, Michigan, Archway Cookies, LLC, --
http://www.archwaycookies.com/-- make soft-baked cookies and
crackers.  In 1998, Specialty Foods Corporation acquired the
Debtors for about $100 million.

Parmalat Finanziaria of Italy acquired Mother's Cake and Cookie
Company and Archway Cookies from The Specialty Foods Acquisition
Corporation for $250 million in 2000.  Parmalat later sold its
North American Bakery Group, which includes the Archway brands,
Mother's brands and the U.S. and Canadian private label cookie
businesses, to the private equity firm Catterton Partners and
their operating partner Insight Holdings in 2005.  Terms were not
disclosed at that time.

The company and its affiliate Mother's Cake & Cookie Co. filed for
Chapter 11 protection on Oct. 6, 2008 (Bankr. D. Del. Lead Case
No. 08-12323).  The Debtors' affiliates, A&M Cookie Company Canada
and A&M Canada Blocker Corp. is expected to commence a proceeding
before the Superior Court, Commercial Division, for the Judicial
District of Ontario under the Companies' Creditors Arrangement
Act.

Michael R. Lastowski, Esq., at Duane Morris LLP, represents the
Debtors in their restructuring effort.  The Debtor selected (i)
Jeffrey Granger of Focus Management Group USA, Inc., as chief
restructuring officer; (ii) Rothschild Inc., as investment banker
and financial advisors; and Alvarez & Marsal North America, LLC,
as business advisors; (iii) Joele Frank of Wilkinson Brimmer
Katcher as communications advisor; and (iv) Kurtzman Carson
Consultants LLC as claims agent.

When the Debtors filed for protection from their creditors, they
listed assets and debts between $50 million and $100 million.


ASCENDIA BRANDS: Panel Seeks More Time to Challenge Lenders' Liens
------------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the Official
Committee of Unsecured Creditors of Ascendia Brands, Inc., and
its bankrupt affiliates asks the U.S. Bankruptcy Court for the
District of Delaware for more time to investigate and challenge
the validity of $96.5 million in secured claims by the Debtors'
prepetition lenders.  The Committee had an Oct. 20, 2008 deadline
to commence lawsuit or causes of action challenging the validity
of the lenders' liens or claims, according to the report.

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


ASHTON WOODS: Delays 10-Q Filing, Receives Covenant Default Notice
------------------------------------------------------------------
Ashton Woods USA L.L.C. disclosed in a Securities and Exchange
Commission filing that it was unable to file the Form 10-Q by the
prescribed due date of Oct. 15, 2008, without unreasonable effort
and expense.

As a result of the company's financial performance during the
fiscal year ended May 31, 2008, and the fiscal quarter ended
Aug. 31, 2008, at the end of the quarter, the company was in
default under certain maintenance covenants of its senior credit
facility.

On Aug. 21, 2008, the lenders under the senior credit facility
delivered a notice of default to the company with respect to the
covenant compliance issues existing as of the end of the fiscal
year, which among other things prohibits payments on its 9.5%
Senior Subordinated Notes due 2015.  As a result, subsequent to
the end of the quarter, the company defaulted in the payment of
interest under its Subordinated Notes.  As a result of the
company's tangible net worth at the end of the quarter and fiscal
year, the company is currently required to offer to purchase 10%
of the Subordinated Notes, which is also prohibited as a result of
the defaults under the senior credit facility.

The company is currently in negotiations with the lenders for an
amendment of the credit facility to address the defaults, to allow
it to address its issues under the Subordinated Notes and to
provide a facility going forward and is currently engaged in
planning efforts to address the requirements of its Subordinated
Notes.  These plans could include a range of alternatives,
including seeking an amendment or waiver under the Subordinated
Notes or finding another way to satisfy the company's obligations.

As a result, the time required for the company to prepare the Form
10-K for the fiscal year ended May 31, 2008, took longer than the
company anticipated, which then delayed the ability of the company
to begin its quarter closing and financial statement process.
Further, the members of management involved in preparing the Form
10-Q are also directly involved with the negotiations with lenders
and the planning process for the Subordinated Notes, which has
further delayed their ability to complete the Form 10-Q.

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

                        *     *     *    

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


ATHEROGENICS INC: Court Converts Chapter 7 Case to Chapter 11
-------------------------------------------------------------
Dailyreportonline.com reports that a Chapter 7 case for
AtheroGenics Inc. has been converted to Chapter 11.

As reported by the Troubled Company Reporter on Oct. 9, 2008, the
Debtor asked the United States Bankruptcy Court for the
Northern District of Georgia to convert the Chapter 7 liquidation
proceeding to a case under Chapter 11 of the Bankruptcy Code.

According to Dailyreportonline.com, interested parties are lining
up legal counsel.

                       About AtheroGenics

Based in Alpharetta, Georgia, AtheroGenics, Inc. --
http://www.atherogenics.com/-- is a research-based pharmaceutical  
company focused on the discovery, development and
commercialization of drugs for the treatment of chronic
inflammatory diseases, including diabetes and coronary heart
disease. It has one late stage clinical drug development program.  
Noteholders filed on Sept. 15, 2008, a petition with the U.S.
Bankruptcy Court for the Northern District of Georgia to place
AtheroGenics in Chapter 7 bankruptcy.

The petitioning noteholders are:

   -- AQR Absolute Return Master Account, L.P.;
   -- CNH CA Master Account, L.P.;
   -- Tamalpais Global Partner Master Fund, LTD;
   -- Tang Capital Partners, LP; and
   -- Zazove High Yield Convertible Securities Fund, L.P.

As of June 30, 2008, AtheroGenics, Inc. had $72.41 million in
total assets, $294.57 million in total liabilities, resulting in
$222.17 million in shareholders' deficit.


ATHEROGENICS INC: Court Approves Retention of Professionals
-----------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court for the
Northern District of Georgia approved the motions of AtheroGenics,
Inc., to retain Administar Services Group as claims, noticing
and balloting agent, Paul, Hastings, Janofsky & Walker as special
counsel for independent board members, Merriman Curham Ford & Co.
as investment banker and financial advisor, and King & Spalding as
legal assistant.

Administar Services Group's professionals, from administrative  
staff, operations staff and call center attendants to president
and senior vice-president will be compensated with hourly rates
ranging from $35 to $215.

Paul, Hastings, Janofsky & Walker's partners will be compensated
with hourly rates ranging from $745 to 825.

Merriman Curham Ford & Co. will be compensated with a $50,000
advisory fee and a completion fee.

King & Spalding's legal assistants will be compensated with hourly
rates ranging from $145 to $350 and its attorneys will be
compensated with hourly rates ranging from $240 to $875.

                        About AtheroGenics

Headquartered in Alpharetta, Georgia, AtheroGenics Inc. --
http://www.atherogenics.com/-- is a research-based   
pharmaceutical company focused on the discovery, development
and commercialization of drugs for the treatment of chronic
inflammatory diseases, including diabetes and coronary heart
disease. It has one late stage clinical drug development program.   

E. Penn Nicholson, Esq., at Powell Goldstein LLP, and James H.
Millar, Esq., Melanie J. Dritz, Esq., and Thomas W. White, Esq.,
at Wilmer Cutler Pickering Hale And Dorr LL, represent the
petitioners.  The Debtor selects James A. Pardo, Jr., Esq., and
Michelle Carter, Esq., at King & Spalding, as its counsel.

Interested party The Bank of New York Mellon, fka The Bank of New
York, is represented by John D. Elrod, Esq., at Greenberg,
Traurig, LLP.

As of June 30, 2008, AtheroGenics, Inc. had $72.41 million in
total assets, $294.57 million in total liabilities, resulting in
$222.17 million in shareholders' deficit.


AURA SYSTEMS: Reports $2.8 Million Net Loss for Aug. 31, 2008
-------------------------------------------------------------
Aura Systems, Inc., reported $2,825,373 net loss on net revenues
of $590,425 for the three months ended Aug. 31, 2008, compared to
$2,017,740 net loss on net revenues of $382,845 for the same
period a year ago.

The company's condensed balance sheet at Aug. 31, 2008, showed
$5,448,650 in total assets and $5,280,161 in total liabilities
resulting in a $168,489 stockholders' equity.

                        Going Concern Doubt

According to the Troubled Company Reporter on June 19, 2008,
Los Angeles-based Kabani & Company, Inc., raised substantial doubt
on the ability of Aura Systems, Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended Feb. 29, 2008.

The auditing firm disclosed that during the years ended Feb. 29,
2008, and Feb. 28, 2007, the company incurred losses of $8,960,486
and $6,168,447, respectively and had negative cash flows from
operating activities of $7,334,594 and $3,233,516, respectively
during the years ended Feb. 29, 2008, and Feb. 28, 2007.  The
company had an accumulated deficit of $354,121,403 as of Feb. 29,
2008.

Substantial additional capital resources will be required to fund
continuing expenditures related to its research, development,
manufacturing and business development activities.  During the
year ended Feb. 29, 2008, the company completed a private
placement wherein it raised $6,433,088 to be used to fund the
company's working capital needs.  Assurance cannot be given that
this source of financing will continue to be available to the
company and demand for the company's equity instruments will be
sufficient to meet its capital needs.

A full-text copy of the company's regulatory filing is available
for free at http://ResearchArchives.com/t/s?33ff

                       About Aura Systems

Headquartered in El Segundo, California, Aura Systems, Inc., --
http://www.aurasystems.com/-- develops and sells AuraGen(R)   
mobile induction power systems to the industrial, commercial and
defense mobile power generation markets.

The company filed for chapter 11 protection on June 24, 2005
(Bankr. C.D. Calif. Case No. 05-24550).  Ron Bender, Esq., at
Levene Neale Bender Rankin & Brill LLP, represented the Debtor in
its restructuring efforts.  When the Debtor filed for bankruptcy,
it reported $18,036,502 in assets and $28,919,987 in debts.  The
recapitalized company emerged from Chapter 11 proceedings in
accordance with the reorganization plan confirmed by the
bankruptcy court and became effective on Jan. 31, 2006.


AVENSYS CORPORATION: Liquidity Woes May Lead to Operations Halt
---------------------------------------------------------------
Avensys Corporation reported financial results for the fourth
quarter and full fiscal year ended June 30, 2008.

For the year ended June 30, 2008, the company incurred net loss
of $3,120,523 compared to net loss of $2,370,754 for the same
period in the previous year.

The increase in net loss was attributed to the cost of severance
paid to departed executives and by the cost of compliance with
Sarbanes Oxley during the year.  

Net loss for the three month period ended June 30, 2008, has
decreased to approximately $285,000 compared with $712,000 for the
same period last year.

       Financial Condition, Liquidity and Capital Resources

The company related that its operating subsidiary, Avensys Inc.'s
financial covenants were not respected as at June 30, 2008, which  
constituted an event of default and could result in the financial
institution requiring repayment of a loan.  The failed covenants
triggered cross-default clauses affecting the company's Working
Capital Facility and Senior Secured Convertible Debenture.

Subsequent to year-end, the company has obtained waivers with
respect to such cross-default clauses for the Working Capital
Facility and Senior Secured Convertible Debenture.  Avensys Inc.
was seeking to renegotiate the credit agreement with the financial
institution and is also seeking to obtain additional conventional
bank credit-line financing to that which it already has, to
support its growing operations.  

As at June 30, 2008, net working capital increased to $700,503,
compared to net working capital of $596,800 at June 30, 2007.

During the three month period ended June 30, 2008, the company,
having produced a net loss of $285,068, generated $470,428 of cash
to fund Operating Activities from continuing operations.
Excluding working capital items, the company used $93,672 of cash
to fund Operating Activities from continuing operations.  During
the three month period ended June 30, 2007, the company, having
produced a net loss of $712,252, generated $593,030 of cash to
fund Operating Activities from continuing operations.  Excluding
working capital items, the Company generated $39,750 of cash to
fund Operating Activities from continuing operations.

As of June 30, 2008, the company had 99,036,152 issued and
outstanding shares compared to 93,437,654 on June 30, 2007.  The
increase in common shares is mainly due to the issuance of
649,955 common shares in connection with the Series B Notes, the
issuance of 2,759,235 common shares in connection with the
cashless exercise of warrants, and the issuance of 1,477,273
common shares for placement agent fees in connection with the
Senior Secured OID Convertible Debenture.

At June 30, 2008, the company's balance sheet showed total assets
of $21,340,000, total liabilities of $13,705,000 and shareholders'
equity of $ 7,635,000.   

In the company's Oct. 17, 2008, regulatory filing with the
Securities and Exchange Commission, it stated that if it is not
able to achieve its objectives or raise additional capital, it
may be forced to suspend or cease operations.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?3408

                       About Avensys Corp.

Headquartered in Montreal, Canada, Avensys Corp. fka. Manaris
Corp. (OTC BB: AVNY) -- http://www.avensyscorporation.com/--
operates Avensys Inc., its wholly-owned core subsidiary.  Avensys
Inc., through its manufacturing division Avensys Technologies,
designs, manufactures, distributes, and markets high reliability
optical components and modules as well as FBGs for the telecom
market and high power devices and sub-assemblies for the
industrial market.

Avensys Technologies also develops packaged fiber-based sensors.
Avensys Environmental Solutions, also a division of Avensys Inc.,
provides environmental monitoring solutions for air, water and
soil in the Canadian marketplace.

                       Going Concern Doubt

Raymond Chabot Grant Thornton LLP expressed substantial doubt
about Manaris Corp. nka. Avensys Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended June 30, 2008.  The auditor pointed
to the significant losses the company incurred since inception and
has relied on non-operational sources of financing to fund
operations.


BACM 2007-5: Stable Performance Cues Fitch to Affirm Ratings
------------------------------------------------------------
Fitch Ratings has affirmed all classes of notes from BACM 2007-5
and assigned Rating Outlooks for each tranche:

  -- $22.7 million class A-1 at 'AAA'; Outlook Stable;
  -- $77 million class A-2 at 'AAA'; Outlook Stable;
  -- $281 million class A-3 at 'AAA'; Outlook Stable;
  -- $48.3 billion class A-SB at 'AAA'; Outlook Stable;
  -- $612 million class A-4 at 'AAA'; Outlook Stable;
  -- $257.3 million class A-1A at 'AAA'; Outlook Stable;
  -- $185.9 million class A-M at 'AAA'; Outlook Stable;
  -- $139.4 million class A-J at 'AAA'; Outlook Stable;
  -- Interest-only class XW at 'AAA'; Outlook Stable;
  -- $20.9 million class B at 'AA+' ; Outlook Stable;
  -- $13.9 million class C at 'AA'; Outlook Stable;
  -- $20.9 million class D at 'AA-'; Outlook Stable;
  -- $18.6 million class E at 'A+'; Outlook Stable;
  -- $11.6 million class F at 'A'; Outlook Stable;
  -- $18.6 million class G at 'A-'; Outlook Stable;
  -- $20.9 million class H at 'BBB+'; Outlook Stable;
  -- $16.3 million class J at 'BBB'; Outlook Stable;
  -- $18.6 million class K at 'BBB-'; Outlook Stable;
  -- $11.6 million class L at 'BB+'; Outlook Negative;
  -- $7 million class M at 'BB'; Outlook Negative;
  -- $4.6 million class N at 'BB-'; Outlook Negative;
  -- $7 million class O at 'B+'; Outlook Negative;
  -- $2.3 million class P at 'B'; Outlook Negative;
  -- $4.6 million class Q at 'B-'; Outlook Negative.

Fitch does not rate the $34.9 million class S certificates.

The rating affirmations are the result of stable performance and
minimal pay down since issuance in December 2007.  Rating Outlooks
reflect the likely direction of any rating changes over the next
one to two years.  As of the October 2008 distribution date, the
pool's aggregate certificate balance has decreased 0.13% to
$1.858 billion from $1.856 billion at issuance.

There is one specially serviced asset (0.4% of the pool), a 21,344
square foot unanchored, retail center located in Sacramento,
California.  The asset was transferred to special servicing due to
monetary default and the servicer has proceeded with foreclosure.

Fitch has identified 10 Loans of Concern (8.5% of the pool),
including one top ten loan, Smith Barney Building (5.4%).  Smith
Barney Building is secured by an office property in San Diego,
California.  The property reported a third quarter debt service
coverage ratio of 1.03 times as of March 2008, and the subject has
significant roll-over with 47% of tenants roll in the first two
years and 80% of leases roll in the first four years of the loan
term.

Another top-10 Loan of Concern, 708 Third Avenue (3.9%), reported
a low DSCR as of June 2008.  708 Third Avenue is secured by an
office property in New York, NY with 100% of the leases expiring
within the loan term.  However current in-place rents are below
market and income is expected to improve over the term of the
loan.  In addition, the loan is low leveraged with a loan per
square foot amount of $207.  This loan is not considered a Fitch
Loan of Concern.

The 450 Seventh Avenue loan maintains an investment-grade shadow
rating.  450 Seventh Avenue reported occupancy as of June 2008 at
99% and servicer reported DSCR of 2.75x.

The transaction has minimal near-term maturity risk as only 15.5%
of the loans mature in 2014, and 66.7% mature in 2017.


BANKS.COM INC: Has Until November 10 to Submit Cure Plan to NYSE
----------------------------------------------------------------
Banks.com, Inc. received notice from the NYSE Alternext US LLC on
Oct. 10, 2008, indicating that Banks.com, Inc. is below certain of
the Exchange's continued listing standards.  Specifically, the
company is not in compliance with Section 1003(a)(iv) of the
Exchange's Company Guide in that it has sustained losses which
are so substantial in relation to its overall operations or its
existing financial resources, or its financial condition has
become so impaired that it appears questionable, in the opinion of
the Exchange, as to whether the company will be able to continue
operations and/or meet its obligations as they mature.

The company was afforded the opportunity to submit a plan of
compliance to the Exchange by Nov. 10, 2008, that demonstrates
the company's ability to regain compliance with Section
1003(a)(iv) of the Company Guide by April 10, 2009.  If the
company does not submit a plan, or if the plan is not accepted by
the Exchange, the company will be subject to delisting procedures
as set forth in Section 1010 and part 12 of the Company Guide.

Headquartered in San Francisco, California, Banks.com Inc. --
http://www.Banks.com/-- is a financial services portal  
containing a unique breadth and depth of products and services.  
The company's  mission is to bring its users and subscribers
financial information on the web.  Banks.com provides access to
thousands of pages of current financial content, including:
articles, stock quotes, audio, video, blogs and much more.  In
addition, Banks.com provides free tools to assist visitors with
their financial decision-making including stock tracking and
financial calculators.


BASELINE OIL: Moody's PD Rating to 'D' on Financing Failure
-----------------------------------------------------------
Moody's Investors Service downgraded Baseline Oil & Gas Corp.'s
$115 million of senior secured notes due 2012 to Caa3 (LGD 3, 40%)
from Caa1 (LGD3, 41%).  Moody's also downgraded the company's
Probability of Default Rating to D from Caa2 and its Corporate
Family Rating to Caa3 from Caa2.  The ratings have been placed on
review for further possible downgrade.

These rating actions follow Baseline's announcement that it was
not able to obtain financing to fund its required change of
control offer of $116.15 million to redeem its senior secured
notes and pay the $2.3 million consent fee to waive previous debt
covenant violations and obtain certain amendments to the Indenture
governing the notes.  Due to this non-payment on October 6, 2008,
the Company is in default of the Indenture as well as its $20
million senior secured bank credit facility.  The company has also
not made its $7.2 million interest payment on the notes due
October 1, 2008, for which the Indenture provides a thirty-day
cure period.

Baseline stated that it is in negotiations with the holders of a
substantial majority of the notes and its senior lender to seek,
among other things, a waiver of such default and an extension of
the payment date for its change of control offer.  Since the
company was not able to redeem the bonds by the required date,
Moody's has changed the PDR rating to D.

Moody's used a 65% recovery rate assumption to arrive at the Caa3
CFR and senior notes rating.  This estimate was based on
Baseline's reported proved oil and gas reserves of approximately
11 million boe, tempered by the commodity price and inherent
volumetric uncertainty in the valuation of those oil and gas
reserves; the composition of the noteholder ownership base; and
the potential senior secured claims under the company's
$20 million credit facility and its derivative hedging
liabilities, which would have a priority claim to the senior
secured notes.

This higher recovery rate assumption versus Moody's standard 50%
assumption resulted in essentially no change to the senior secured
notes Loss Given Default assessment and rate.

The ratings remain under review pending the outcome of the
negotiations between Baseline and its creditors.  The last rating
action for Baseline was completed on June 6, 2008, when Moody's
lowered its Speculative-Grade Liquidity rating to SGL-4 from SGL-
3.  The SGL rating remains unchanged at SGL-4.

Baseline Oil & Gas Corp. is an independent exploration and
production company based in San Antonio, Texas.


BEAR STEARNS: Moody's Cuts Ratings on 387 Tranches from 37 RMBS
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 387
tranches from 37 subprime RMBS transactions issued by Bear
Stearns.  Additionally, 28 other tranches were placed on review
for possible downgrade.  The collateral backing these transactions
consists primarily of first-lien, fixed and adjustable-rate,
subprime residential mortgage loans.

These actions follow and are as a result of Moody's September 18,  
2008 announcement that it had updated its loss projections on
first-lien subprime RMBS.

Complete rating actions are:

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-AQ1

  -- Cl. M-6, Downgraded to Ba2 from Baa3
  -- Cl. M-7, Downgraded to B3 from Ba3
  -- Cl. M-8, Downgraded to C from B3
Issuer: Bear Stearns Asset Backed Securities I Trust 2005-AQ2
  -- Cl. M-2, Downgraded to A3 from A2
  -- Cl. M-3, Downgraded to Baa3 from Baa2
  -- Cl. M-4, Downgraded to Caa2 from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Ca
  -- Cl. M-10, Downgraded to C from Ca

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-EC1

  -- Cl. M-5, Downgraded to Baa2 from A3
  -- Cl. M-6, Downgraded to Ba2 from Baa1
  -- Cl. M-7, Downgraded to Caa2 from Ba1
  -- Cl. M-8, Downgraded to C from B2

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-FR1

  -- Cl. M-3, Downgraded to Baa2 from A3
  -- Cl. M-4, Downgraded to B1 from Baa1
  -- Cl. M-5, Downgraded to Ca from Ba2
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-HE1

  -- Cl. M-6, Downgraded to B1 from Ba3
  -- Cl. M-7, Downgraded to Ca from B3

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-HE2

  -- Cl. M-1, Downgraded to A1 from Aa2
  -- Cl. M-2, Downgraded to Ba1 from Baa1
  -- Cl. M-3, Downgraded to Ba3 from Baa2
  -- Cl. M-4, Downgraded to B2 from Ba1
  -- Cl. M-5, Downgraded to B3 from Ba3
  -- Cl. M-6, Downgraded to Ca from B1
  -- Cl. M-7, Downgraded to Ca from B3
  -- Cl. M-8, Downgraded to Ca from Caa1

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-HE4

  -- Cl. M-5, Downgraded to Caa1 from B1
  -- Cl. M-6, Downgraded to Ca from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-HE5

  -- Cl. M-1, Downgraded to A1 from Aa2
  -- Cl. M-3, Downgraded to Baa2 from A3
  -- Cl. M-4, Downgraded to Ba2 from Baa2
  -- Cl. M-5, Downgraded to Caa1 from Ba1

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-HE6

  -- Cl. M-3, Downgraded to Baa1 from A3
  -- Cl. M-4, Downgraded to Ba2 from Baa3
  -- Cl. M-5, Downgraded to Caa2 from Ba2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8A, Downgraded to C from B2
  -- Cl. M-8B, Downgraded to C from Caa2

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-HE11

  -- Cl. M-4, Downgraded to Baa1 from A2
  -- Cl. M-5, Downgraded to Ba1 from A3
  -- Cl. M-6, Downgraded to Caa2 from Baa2
  -- Cl. M-7, Downgraded to C from Ba3
  -- Cl. M-8, Downgraded to C from B2
  -- Cl. M-9, Downgraded to C from Caa1
  -- Cl. M-10, Downgraded to C from Caa2

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-HE12

  -- Cl. M-4, Downgraded to Baa1 from A2
  -- Cl. M-5, Downgraded to Ba2 from Baa1
  -- Cl. M-6, Downgraded to Caa2 from Ba2
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from Caa1

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-TC1

  -- Cl. M-8, Downgraded to B1 from Ba2

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-AQ1

  -- Cl. I-1A-1, Placed on Review for Possible Downgrade,
     currently Aa2

  -- Cl. I-1A-2, Placed on Review for Possible Downgrade,
     currently A1

  -- Cl. I-1A-3, Placed on Review for Possible Downgrade,
     currently A2

  -- Cl. I-2A, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. II-A-2, Downgraded to Caa3 from A3
  -- Cl. II-A-3, Downgraded to Ca from Baa2
  -- Cl. I-M-1, Downgraded to Ca from Ba3
  -- Cl. I-M-2, Downgraded to C from B1
  -- Cl. I-M-3, Downgraded to C from B2
  -- Cl. I-M-4, Downgraded to C from B3
  -- Cl. I-M-5, Downgraded to C from Caa1
  -- Cl. I-M-6, Downgraded to C from Caa2
  -- Cl. I-M-7, Downgraded to C from Caa3
  -- Cl. I-M-8, Downgraded to C from Ca
  -- Cl. II-M-1, Downgraded to C from B1
  -- Cl. II-M-2, Downgraded to C from B2
  -- Cl. II-M-3, Downgraded to C from B2
  -- Cl. II-M-4, Downgraded to C from B3
  -- Cl. II-M-5, Downgraded to C from Caa1
  -- Cl. II-M-6, Downgraded to C from Caa2
  -- Cl. II-M-7, Downgraded to C from Caa3
  -- Cl. II-M-8, Downgraded to C from Ca
  -- Cl. II-M-9, Downgraded to C from Ca

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-EC1

  -- Cl. M-3, Downgraded to A2 from Aa3
  -- Cl. M-4, Downgraded to Ba2 from A2
  -- Cl. M-5, Downgraded to Caa2 from A3
  -- Cl. M-6, Downgraded to C from Ba3
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. M-9, Downgraded to C from Caa2

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-EC2

  -- Cl. M-2, Downgraded to A2 from Aa2
  -- Cl. M-3, Downgraded to Baa2 from Aa3
  -- Cl. M-4, Downgraded to Ba3 from A1
  -- Cl. M-5, Downgraded to Caa2 from A2
  -- Cl. M-6, Downgraded to C from A3
  -- Cl. M-7, Downgraded to C from B1
  -- Cl. M-8, Downgraded to C from B3
  -- Cl. M-9, Downgraded to C from Caa1
  -- Cl. M-10, Downgraded to C from Ca

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE1

  -- Cl. I-M-3, Downgraded to A1 from Aa3
  -- Cl. I-M-4, Downgraded to Ba1 from A2
  -- Cl. I-M-5, Downgraded to B3 from A3
  -- Cl. I-M-6, Downgraded to Ca from Baa3
  -- Cl. I-M-7, Downgraded to C from B2
  -- Cl. I-M-8, Downgraded to C from B3
  -- Cl. II-M-5, Downgraded to Baa2 from A3
  -- Cl. II-M-6, Downgraded to B1 from Baa1
  -- Cl. II-M-7, Downgraded to Ca from Ba3
  -- Cl. II-M-8, Downgraded to C from B3

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE2

  -- Cl. M-2, Downgraded to A1 from Aa2
  -- Cl. M-3, Downgraded to Baa1 from Aa3
  -- Cl. M-4, Downgraded to Baa3 from A1
  -- Cl. M-5, Downgraded to B2 from A2
  -- Cl. M-6, Downgraded to Ca from A3
  -- Cl. M-7, Downgraded to C from Baa3
  -- Cl. M-8, Downgraded to C from B2
  -- Cl. M-9, Downgraded to C from B3
  -- Cl. M-10, Downgraded to C from Caa2

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE3

  -- Cl. M-2, Downgraded to A2 from Aa2
  -- Cl. M-3, Downgraded to Baa2 from Aa3
  -- Cl. M-4, Downgraded to Ba2 from A1
  -- Cl. M-5, Downgraded to Caa2 from Baa1
  -- Cl. M-6, Downgraded to C from B1
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. M-9, Downgraded to C from Caa2
  -- Cl. M-10, Downgraded to C from Ca

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE4

  -- Cl. I-A-2, Downgraded to Baa2 from Aaa
  -- Cl. I-A-3, Downgraded to Baa3 from Aaa
  -- Cl. II-A, Downgraded to Baa2 from Aaa
  -- Cl. M-1, Downgraded to B3 from Aa1
  -- Cl. M-2, Downgraded to Ca from Baa2
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa3
  -- Cl. M-8, Downgraded to C from Caa3

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE5

  -- Cl. I-A-2, Downgraded to Aa2 from Aaa
  -- Cl. I-A-3, Downgraded to A1 from Aaa
  -- Cl. II-A, Downgraded to Aa3 from Aaa
  -- Cl. M-1, Downgraded to Baa2 from Aa1
  -- Cl. M-2, Downgraded to Ba3 from Aa2
  -- Cl. M-3, Downgraded to Caa2 from Aa3
  -- Cl. M-4, Downgraded to C from Baa1
  -- Cl. M-5, Downgraded to C from Ba3
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. M-9, Downgraded to C from Caa2
  -- Cl. M-10, Downgraded to C from Ca

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE6

  -- Cl. I-A-2, Downgraded to Aa3 from Aaa
  -- Cl. I-A-3, Downgraded to A2 from Aaa
  -- Cl. II-A-2, Downgraded to A3 from Aaa
  -- Cl. II-A-3, Downgraded to Baa1 from Aaa
  -- Cl. I-M-1, Downgraded to Ba1 from Aa1
  -- Cl. I-M-2, Downgraded to Caa2 from Aa2
  -- Cl. I-M-3, Downgraded to C from A2
  -- Cl. I-M-4, Downgraded to C from Ba1
  -- Cl. I-M-5, Downgraded to C from B2
  -- Cl. I-M-6, Downgraded to C from B3
  -- Cl. I-M-7, Downgraded to C from Caa1
  -- Cl. I-M-8, Downgraded to C from Caa2
  -- Cl. I-M-9, Downgraded to C from Caa3
  -- Cl. I-M-10, Downgraded to C from Ca
  -- Cl. II-M-1, Downgraded to B2 from Aa1
  -- Cl. II-M-2, Downgraded to Ca from A3
  -- Cl. II-M-3, Downgraded to C from Ba1
  -- Cl. II-M-4, Downgraded to C from B1
  -- Cl. II-M-5, Downgraded to C from B2
  -- Cl. II-M-6, Downgraded to C from B3
  -- Cl. II-M-7, Downgraded to C from Caa1
  -- Cl. II-M-8, Downgraded to C from Caa2
  -- Cl. II-M-9, Downgraded to C from Caa3

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE7

  -- Cl. I-A-2, Downgraded to Ba2 from Aaa
  -- Cl. I-A-3, Downgraded to Ba3 from Aaa
  -- Cl. II-1A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-1A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-1A-3, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. I-M-1, Downgraded to Caa2 from A2
  -- Cl. I-M-2, Downgraded to C from B1
  -- Cl. I-M-3, Downgraded to C from B1
  -- Cl. I-M-4, Downgraded to C from B2
  -- Cl. I-M-5, Downgraded to C from B3
  -- Cl. I-M-6, Downgraded to C from Caa1
  -- Cl. I-M-7, Downgraded to C from Caa2
  -- Cl. I-M-8, Downgraded to C from Ca
  -- Cl. I-M-9, Downgraded to C from Ca
  -- Cl. II-M-1, Downgraded to Caa2 from A3
  -- Cl. II-M-2, Downgraded to C from Ba3
  -- Cl. II-M-3, Downgraded to C from B1
  -- Cl. II-M-4, Downgraded to C from B2
  -- Cl. II-M-5, Downgraded to C from B3
  -- Cl. II-M-6, Downgraded to C from B3
  -- Cl. II-M-7, Downgraded to C from Caa1
  -- Cl. II-M-8, Downgraded to C from Caa2
  -- Cl. II-M-9, Downgraded to C from Ca
  -- Cl. II-M-10, Downgraded to C from Ca

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE8

  -- Cl. I-A-2, Downgraded to Ba1 from Aaa
  -- Cl. I-A-3, Downgraded to Ba2 from Aaa
  -- Cl. II-1A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-1A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-1A-3, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. I-M-1, Downgraded to Caa2 from Aa1
  -- Cl. I-M-2, Downgraded to C from Baa2
  -- Cl. I-M-3, Downgraded to C from Ba3
  -- Cl. I-M-4, Downgraded to C from B1
  -- Cl. I-M-5, Downgraded to C from B2
  -- Cl. I-M-6, Downgraded to C from B3
  -- Cl. I-M-7, Downgraded to C from B3
  -- Cl. I-M-8, Downgraded to C from Caa1
  -- Cl. I-M-9, Downgraded to C from Caa2
  -- Cl. I-M-10, Downgraded to C from Ca
  -- Cl. II-M-1, Downgraded to Baa2 from Aa1
  -- Cl. II-M-2, Downgraded to B2 from Baa2
  -- Cl. II-M-3, Downgraded to Caa2 from Ba2
  -- Cl. II-M-4, Downgraded to C from Ba3
  -- Cl. II-M-5, Downgraded to C from B1
  -- Cl. II-M-6, Downgraded to C from B2
  -- Cl. II-M-7, Downgraded to C from B3
  -- Cl. II-M-8, Downgraded to C from Caa1
  -- Cl. II-M-9, Downgraded to C from Caa2
  -- Cl. II-M-10, Downgraded to C from Caa3
  -- Cl. II-M-11, Downgraded to C from Ca

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE9

  -- Cl. I-A-2, Downgraded to Baa3 from Aaa
  -- Cl. I-A-3, Downgraded to Ba1 from Aaa
  -- Cl. II-A, Downgraded to Baa3 from Aaa
  -- Cl. III-A, Downgraded to Baa3 from Aaa
  -- Cl. M-1, Downgraded to B3 from Aa2
  -- Cl. M-2, Downgraded to Ca from Ba2
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. M-9, Downgraded to C from Caa3
  -- Cl. M-10, Downgraded to C from Ca

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE10

  -- Cl. I-A-2, Downgraded to A3 from Aaa
  -- Cl. I-A-3, Downgraded to Baa1 from Aaa
  -- Cl. II-1A-1, Placed on Review for Possible Downgrade,
     currently Aa3

  -- Cl. II-1A-2, Placed on Review for Possible Downgrade,
     currently A2

  -- Cl. II-1A-3, Placed on Review for Possible Downgrade,
     currently A3

  -- Cl. II-2A, Placed on Review for Possible Downgrade, currently
     Aa3

  -- Cl. II-3A, Placed on Review for Possible Downgrade, currently
     Aa1

  -- Cl. I-M-1, Downgraded to Ba1 from Aaa
  -- Cl. I-M-2, Downgraded to Caa2 from Baa2
  -- Cl. I-M-3, Downgraded to Ca from Ba2
  -- Cl. I-M-4, Downgraded to C from B1
  -- Cl. I-M-5, Downgraded to C from B1
  -- Cl. I-M-6, Downgraded to C from B2
  -- Cl. I-M-7, Downgraded to C from B3
  -- Cl. I-M-8, Downgraded to C from Caa1
  -- Cl. I-M-9, Downgraded to C from Caa2
  -- Cl. II-M-1, Downgraded to Caa2 from Ba3
  -- Cl. II-M-2, Downgraded to C from B1
  -- Cl. II-M-3, Downgraded to C from B1
  -- Cl. II-M-4, Downgraded to C from B2
  -- Cl. II-M-5, Downgraded to C from B3
  -- Cl. II-M-6, Downgraded to C from Caa1
  -- Cl. II-M-7, Downgraded to C from Caa2
  -- Cl. II-M-8, Downgraded to C from Caa3
  -- Cl. II-M-9, Downgraded to C from Ca

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-PC1

  -- Cl. M-4, Downgraded to Baa1 from A2
  -- Cl. M-5, Downgraded to Ba2 from A3
  -- Cl. M-6, Downgraded to Caa2 from Ba1
  -- Cl. M-7, Downgraded to C from B2
  -- Cl. M-8, Downgraded to C from B3
  -- Cl. M-9, Downgraded to C from Caa2

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-AQ1

  -- Cl. A-1, Downgraded to Ba1 from A1
  -- Cl. A-2, Downgraded to Caa3 from A3
  -- Cl. A-3, Downgraded to Ca from Baa1
  -- Cl. M-1, Downgraded to C from B1
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-AQ2

  -- Cl. A-2, Downgraded to B3 from Baa1
  -- Cl. A-3, Downgraded to Caa2 from Baa3
  -- Cl. A-4, Downgraded to Caa3 from Ba1
  -- Cl. M-1, Downgraded to C from B1
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-FS1

  -- Cl. I-A-2, Downgraded to Ba3 from Aa3
  -- Cl. I-A-3, Downgraded to Caa1 from A1
  -- Cl. I-A-4, Downgraded to Caa2 from A2
  -- Cl. II-A, Downgraded to Caa1 from Aa3
  -- Cl. M-1, Downgraded to C from Ba1
  -- Cl. M-2, Downgraded to C from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-HE1

  -- Cl. I-A-2, Downgraded to B3 from Ba1
  -- Cl. I-A-3, Downgraded to Caa1 from Ba3
  -- Cl. II-1A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-1A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-1A-3, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

  -- Cl. I-M-1, Downgraded to C from B1
  -- Cl. I-M-2, Downgraded to C from B2
  -- Cl. I-M-3, Downgraded to C from B3
  -- Cl. I-M-4, Downgraded to C from Caa1
  -- Cl. I-M-5, Downgraded to C from Caa2
  -- Cl. I-M-6, Downgraded to C from Caa3
  -- Cl. I-M-7, Downgraded to C from Ca
  -- Cl. II-M-1, Downgraded to Ba1 from A1
  -- Cl. II-M-2, Downgraded to B3 from Ba2
  -- Cl. II-M-3, Downgraded to Caa2 from B1
  -- Cl. II-M-4, Downgraded to C from B2
  -- Cl. II-M-5, Downgraded to C from B3
  -- Cl. II-M-6, Downgraded to C from Caa1
  -- Cl. II-M-7, Downgraded to C from Caa2
  -- Cl. II-M-8, Downgraded to C from Caa3
  -- Cl. II-M-9, Downgraded to C from Ca

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-HE2

  -- Cl. I-A-2, Downgraded to Ba3 from Aa2
  -- Cl. I-A-3, Downgraded to B2 from Aa3
  -- Cl. I-A-4, Downgraded to B3 from A1
  -- Cl. II-1A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-1A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-1A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-1A-4, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

  -- Cl. I-M-1, Downgraded to C from Baa3
  -- Cl. I-M-2, Downgraded to C from Ba3
  -- Cl. I-M-3, Downgraded to C from B1
  -- Cl. I-M-4, Downgraded to C from B2
  -- Cl. I-M-5, Downgraded to C from B3
  -- Cl. I-M-6, Downgraded to C from Caa1
  -- Cl. I-M-7, Downgraded to C from Caa2
  -- Cl. I-M-8, Downgraded to C from Caa3
  -- Cl. II-M-1, Downgraded to B3 from Aa1
  -- Cl. II-M-2, Downgraded to Ca from Baa1
  -- Cl. II-M-3, Downgraded to C from Ba1
  -- Cl. II-M-4, Downgraded to C from B1
  -- Cl. II-M-5, Downgraded to C from B2
  -- Cl. II-M-6, Downgraded to C from B3
  -- Cl. II-M-7, Downgraded to C from Caa1
  -- Cl. II-M-8, Downgraded to C from Caa2
  -- Cl. II-M-9, Downgraded to C from Caa3

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-HE3

  -- Cl. I-A-2, Downgraded to Ba1 from Aaa
  -- Cl. I-A-3, Downgraded to Ba2 from Aaa
  -- Cl. I-A-4, Downgraded to Ba3 from Aa1
  -- Cl. II-A, Downgraded to Ba2 from Aa1
  -- Cl. III-A, Downgraded to Ba2 from Aa1
  -- Cl. M-1, Downgraded to Caa2 from A3
  -- Cl. M-2, Downgraded to C from Ba3
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-HE4

  -- Cl. I-A-2, Downgraded to Ba2 from Aaa
  -- Cl. I-A-3, Downgraded to Ba3 from Aaa
  -- Cl. I-A-4, Downgraded to B1 from Aaa
  -- Cl. II-A, Downgraded to Ba3 from Aaa
  -- Cl. M-1, Downgraded to Caa2 from Aa2
  -- Cl. M-2, Downgraded to C from Baa3
  -- Cl. M-3, Downgraded to C from Ba3
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-HE5

  -- Cl. I-A-2, Downgraded to Aa1 from Aaa
  -- Cl. I-A-3, Downgraded to Aa3 from Aaa
  -- Cl. I-A-4, Downgraded to A2 from Aaa
  -- Cl. II-A, Downgraded to A1 from Aaa
  -- Cl. III-A, Downgraded to A1 from Aaa
  -- Cl. M-1, Downgraded to Ba1 from Aa1
  -- Cl. M-2, Downgraded to B2 from A2
  -- Cl. M-3, Downgraded to Caa2 from Baa1
  -- Cl. M-4, Downgraded to Caa3 from Baa2
  -- Cl. M-5, Downgraded to C from Ba1
  -- Cl. M-6, Downgraded to C from Ba2
  -- Cl. M-7, Downgraded to C from B1
  -- Cl. M-8, Downgraded to C from B2
  -- Cl. M-9, Downgraded to C from B3

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-HE6

  -- Cl. I-A-1, Downgraded to Baa1 from Aaa
  -- Cl. I-A-2, Downgraded to Ba2 from Aaa
  -- Cl. II-A, Downgraded to Ba1 from Aaa
  -- Cl. M-1, Downgraded to B3 from Ba3
  -- Cl. M-2, Downgraded to Caa2 from B1
  -- Cl. M-3, Downgraded to Ca from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Ca

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-HE7

  -- Cl. I-A-1, Downgraded to A1 from Aaa
  -- Cl. I-A-2, Downgraded to Baa3 from Aaa
  -- Cl. II-A-1, Downgraded to Baa1 from Aaa
  -- Cl. II-A-2, Downgraded to Baa2 from Aa1
  -- Cl. III-A-1, Downgraded to Baa1 from Aaa
  -- Cl. III-A-2, Downgraded to Ba1 from Aa1
  -- Cl. M-1, Downgraded to Ba3 from Baa3
  -- Cl. M-2, Downgraded to B2 from B1
  -- Cl. M-3, Downgraded to Caa3 from B1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3

Issuer: Bear Stearns Structured Products Trust 2007-EMX1

  -- Cl. M-1, Downgraded to A1 from Aa1
  -- Cl. M-2, Downgraded to A3 from A1
  -- Cl. M-4, Downgraded to Ba1 from Baa3
  -- Cl. M-6, Downgraded to B2 from B1


BONTEN MEDIA: S&P Holds 'B' Rating & Revises Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on New
York City-based Bonten Media Group Inc., including the 'B'
corporate credit rating, while revising the rating outlook to
negative from stable.

The affirmation comes in response to the company's announcement
that it notified Landmark Media Enterprises LLC that it would not
be able to close its planned acquisition of WTVF, Nashville from
Landmark on time because of financing obstacles, resulting in the
seller's termination of the acquisition agreement.

"The outlook change to negative reflects our concern about the
company's minimal EBITDA coverage of total interest expense and
its very high debt leverage in the face of prolonged economic
weakness and its impact on TV advertising revenues," said Standard
& Poor's credit analyst Deborah Kinzer.  "The previously planned
acquisition would have modestly alleviated financial pressure
because the financing structure would have reduced the company's
leverage."

The 'B' rating reflects Bonten Media's high debt leverage,
relatively narrow revenue and cash flow diversification, weak
conversion of EBITDA into discretionary cash flow because of high
interest expense, and TV broadcasting's mature revenue growth
prospects.  The good positions of the company's predominantly
major network affiliated TV stations in several small and midsize
markets, broadcasting's good EBITDA margins, and its discretionary
cash flow potential only partially offset these factors.

Bonten Media operates 16 TV stations in eight small and midsize
markets, ranging from No. 92 (Tri-Cities, Tenn.-Va.) to No. 196
(San Angelo, Texas).  Most of the company's stations are
affiliated with either NBC, ABC, or Fox.  Revenue diversification
is fairly narrow, with the top two markets contributing more than
half of pro forma revenues.


BON-TON STORES: Expects Full Year Results at Low End of Target
--------------------------------------------------------------
The Bon-Ton Stores, Inc. disclosed in a Securities and Exchange
Commission filing that based on fall season sales trends and
continued expectations for a soft holiday season, it believes its
full-year fiscal 2008 financial results will be at the low end of
the previously stated guidance range.

Guidance provided on Aug. 20, 2008 for fiscal 2008 diluted
earnings per share was in a range of $(0.45) to $(0.95) excluding
the write-off of goodwill, and $(1.17) to $(1.67) including the
write-off of goodwill.  Guidance for EBITDA was in the range of
$200 to $213 million.

Keith Plowman, Executive Vice President and Chief Financial
Officer, commented, "Given the current economic environment, we
expect sales trends to remain soft and margins to be pressured by
increasing promotional activity.  Therefore, we are guiding to the
low end of our guidance range for fiscal 2008.  We will continue
to closely monitor our sales and the consumer's reaction to the
developing macroeconomic environment."

Mr. Plowman continued, "As we have previously stated, we believe
we have an appropriate capital structure and are positioned to
work through the difficult macroeconomic environment to create
long-term shareholder value. We ended September with excess
borrowing capacity under our revolving credit facility of
approximately $241 million, well above the required balance of $75
million. Further, we believe that based upon our results through
September and the outlook for the remainder of the year, our
Company will generate positive cash flow in fiscal 2008 to reduce
debt and increase excess borrowing availability."

                    About The Bon-Ton Stores

York, Pennsylvania-based The Bon Ton Stores Inc. (Nasdaq: BONT) --
http://www.bonton.com/-- operates 280 department stores, which  
includes 11 furniture galleries, in 23 states in the Northeast,
Midwest and upper Great Plains under the Bon-Ton, Bergner's,
Boston Store, Carson Pirie Scott, Elder-Beerman, Herberger's and
Younkers nameplates and, under the Parisian nameplate, three
stores in the Detroit, Michigan area.  The stores offer a broad
assortment of brand-name fashion apparel and accessories for
women, men and children, as well as cosmetics and home
furnishings.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 20, 2008,
Standard & Poor's Ratings Services lowered the corporate credit
rating on York, Pennsylvania-based Bon-Ton Stores Inc. to 'B-'
from 'B' and the senior unsecured rating to 'CCC' from 'CCC+'.  
The outlook is stable.


BRIGGS RANCH: Section 341(a) Meeting Scheduled for November 20
--------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Briggs
Ranch Grand Vacation Club LP's creditors on Nov. 20, 2008,
at 2:30 p.m., at Room 100A, 3420 Twelfth Street, Riverside,
California 92501.

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

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

Palm Springs, California-based Briggs Ranch Grand Vacation Club LP
-- http://www.briggsranch.com/-- owns and operates a resort park.   
The company filed for Chapter 11 protection on Oct. 6, 2008
(Bankr. C. D. Calif. Case No. 08-23655).  William G. Barrett,
Esq., at McInerney & Dillon, Professional Corporation, represents
the company in its restructuring effort.  The company listed
assets of $10 million to $50 million and debts of $1 million to
$50 million.


BUILDING MATERIALS: Fails to Comply with NYSE Listing Rules
-----------------------------------------------------------
Building Materials Holding Corporation disclosed that it is not
in compliance with the continued listing standards of the New York
Stock Exchange because the 30-trading- day average closing price
of the company's common stock was less than $1.00.

The company intends to cure the deficiency, and will remain
in communication with the NYSE throughout the process.  Under
NYSE rules, the company generally has six months to cure this
deficiency before the NYSE initiates suspension and delisting
procedures.  If the trading average does not sufficiently improve,
the company intends to consider all available alternatives
including, among other things, a reverse stock split.  During
the six-month cure period, the company's common stock will
remain listed on the NYSE, provided that the company continues
to satisfy the minimum market capitalization standard, which
requires the company to maintain a thirty- trading-day average
market capitalization of at least $25 million.

As of Oct. 15, 2008, the company's thirty-trading-day average
market capitalization was $26.6 million.  The company will
continue to monitor its compliance with this standard but may
not be able to maintain the required market capitalization level.
Any failure to comply would result in immediate delisting from the
NYSE without any cure period.

The company noted that failure to be listed on the NYSE would not
constitute a default under the company's credit agreement.  In
addition, the company noted that delisting would not affect the
company's business operations and does not change its SEC
reporting requirements.

"Clearly our stock price has been impacted significantly by the
continuing pressure on the homebuilding sector, the unprecedented
turmoil in the financial markets, and the difficulty we face in
such an environment," Robert E. Mellor, chairman and chief
executive officer, stated.  "Despite this, we have continued
to implement operational and financial actions designed to
address the impact of the downturn.  In particular, we have
recently announced the successful negotiation of an amendment
to our $540 million secured credit facility.  In September, we
also completed our project of centralizing back- office
functions on schedule, and remain on target to substantially
complete our operational restructuring program by the end of
this quarter."

           About Building Materials Holding Corporation

Based in San Francisco, California, Building Materials Holding
Corporation (NYSE:BLG) -- http://www.bmhc.com-- provides        
residential construction services and building products to
professional homebuilders and contractors in western and southern
regions of the United States.  It operates through two business
segments: SelectBuild and BMC West. SelectBuild provides framing
and other construction services to high-volume homebuilders in key
markets.  BMC West markets and sells building materials,
manufactures building components and provides construction
services to professional builders and contractors through a
network of 41 distribution facilities and 60 manufacturing
facilities.  It provides construction services and building
products in 16 single-family residential construction markets.  In
November 2006, SelectBuild acquired the remaining 49% interest in
BBP companies.  In March 2007, BMHC's subsidiary, SelectBuild
Construction Inc., acquired the remaining 27% of Riggs Plumbing
LLC.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 13, 2008,
Standard & Poor's Ratings Services lowered its ratings on San
Francisco, Ca.-based Building Materials Holding Corp.,
including the corporate credit rating, to 'CCC+' from 'B-'. The
ratings remain on CreditWatch with negative implications, where
S&P placed them on July 30, 2008.


BUXTON FUNERAL: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Buxton Funeral Home, Inc.
        110 N.E. 5th Street
        Okeechobee, FL 34972-2604

Bankruptcy Case No.: 08-25572

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Buxton Living Trust u/t/d 4/20/00                  08-25573

Type of Business: The Debtor operates a funeral home company.
                  See: http://www.buxtonfuneralhome.com/

Chapter 11 Petition Date: October 19, 2008

Court: Southern District of Florida (West Palm Beach)

Debtor's Counsel: Eric A. Rosen, Esq.
                  erosen@ericrosenlaw.com
                  Eric A. Rosen, P.A.
                  2925 PGA Blvd., Suite 200
                  Palm Beach Gardens, FL 33410
                  Tel: (561) 296-3030
                  Fax: (561) 515-1401

Estimated Assets: Less than $50,000

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

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

            http://bankrupt.com/misc/flsb08-25572.pdf


CARUSO HOMES: May Continue Using Cash Collateral Until Dec. 12
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland granted
Caruso Homes Inc. authority to continue using the cash collateral
securing their obligations to Captain John Group and Bank of
America in accordance with a budget through and including Dec. 12,
2008, provided that the Debtors' right to use cash collateral may
be further extended by agreement of the Captain John Group and
BofA or further Court order.

Caruso Homes told the Court that the continued use of Cash
Collateral is necessary to allow it to operate its business during
its reorganization process.

On July 23, 2008, the Court entered a Final Order granting Caruso
Homes the right to use Cash Collateral, through and including
Oct. 10, 2008.

                        Captain John Group

The Captain John Group, consisting of Morris Helman, JASW LLC,
Barbara Kassap, Kassap Family Limited Partnership, Dorothy Mazza,
Fedele Mazza Family Limited Partnership, Nathaniel Sandler, Sonia
Sandler, Monica Teplis, Dalena Wright, Julius Zulver and Sidney
Zulver, asserts a claim of $5.5 million, plus unpaid interest and
other charges.

The Captain John Group, pursuant to two loan facilties granted on
or about April 4, 2006, and Jan. 17, 2007, holds a security
interest in, among other things, all of Caruso Homes' accounts,
collateral, chattel paper, deposit accounts, documents, equipment,
farm products, fixtures, general intangibles, gods, instruments,
inventory, investment property, letter of credit rights and
proceeds and products thereof.  

                         Bank of America

BofA asserts that Caruso Homes is indebted to it pursuant to one
or more loan facilities to which Caruso Homes and BofA were
parties, and that it has an interest in Caruso Homes' depository
accounts at BofA, and the cash proceeds of the pre-petition
Captain John collateral arising from Caruso Homes' operations.

                       Adequate Protection

As adequate protection for Captain John Group's and BofA's
interest in the Cash Collateral, to the extent that such use
results in the diminution of the Cash Collateral, Captain John
Group and BofA are granted a security interest and lien on their
collateral, and all related profits, offspring and proceeds.  To
the extent of the diminution, Captain John Group and BofA will be
entitled to a priority claim under Sec. 507(b) of the Bankruptcy
Code.

The Court further ordered that the replacement security interests
and liens granted by it will become and are duly perfected without
the necessity for filing or execution of documents which might
otherwise be required pursuant to applicable non-bankruptcy law
for the creation or perfection of such security interests, and
that these liens will survive the conversion of the case to a case
under Chapter 7 of the Bankruptcy Code, and will be binding upon
any subsequently appointed trustee and upon all creditors of
Caruso Homes and its bankruptcy estate.

                        About Caruso Homes

Headquartered in Crofton, Maryland, Caruso Homes Inc. --
http://www.carusohomes.com/-- is a custom home builder.  The     
company and 24 of its debtor-affiliates filed for Chapter 11
protection on June 23, 2008 (D. Md. Lead Case No. 08-18254).  
Diarmuid F. Gorham, Esq., Joel I. Sher, Esq., and Richard Marc
Goldberg, Esq., at Shapiro Sher Guinot & Sandler P.A, represent
the Debtors as counsel.  Alan M. Grochal, Esq., Catherine Keller
Hopkin, Esq., and Maria Ellena Chavez-Ruark, Esq., at Tydings and
Rosenberg, represent the Official Committee of Unsecured Creditors
as counsel.  The Debtors' schedules showed assets of
$16,105,716 and liabilities of $115,809,357.


CARUSO HOMES: Wants Plan Exclusivity Period Extended to May 1
-------------------------------------------------------------
Caruso Homes Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Maryland to extend their
exclusive periods to:

  a) file a plan from Oct. 21, 2008 to May 1, 2009

  b) solicit acceptances of the plan from Dec. 20, 2008, to
     June 30, 2009.

The Debtors tell the Court that because of the size of the
Debtors' business and the complexity of their cases, they will
need additional time to formulate a plan that will benefit their
creditors, as well as home buyers currently in contracts with or
recent purchasers of homes from the Debtors.  

They further tell the Court that termination of the exclusivity
periods without an extension will impact their operations
adversely.  Administrative costs would be increased significantly
and litigation over competing plans may ensue.

This is the Debtors' first request for exension of their
exclusivity periods.

Headquartered in Crofton, Maryland, Caruso Homes Inc. --
http://www.carusohomes.com/-- is a custom home builder.  The     
company and 24 of its debtor-affiliates filed for Chapter 11
protection on June 23, 2008 (D. Md. Lead Case No. 08-18254).  
Diarmuid F. Gorham, Esq., Joel I. Sher, Esq., and Richard Marc
Goldberg, Esq., at Shapiro Sher Guinot & Sandler P.A, represent
the Debtors as counsel.  Alan M. Grochal, Esq., Catherine Keller
Hopkin, Esq., and Maria Ellena Chavez-Ruark, Esq., at Tydings and
Rosenberg, represent the Official Committee of Unsecured Creditors
as counsel.  The Debtors' schedules showed assets of
$16,105,716 and liabilities of $115,809,357.


C-BASS: Moody's Cuts Ratings on 214 Tranches From 23 Subprime RMBS
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 214
tranches from 23 subprime RMBS transactions issued by C-Bass.  The
collateral backing these transactions consists primarily of first-
lien, fixed and adjustable-rate, subprime residential mortgage
loans.

These actions follow and are as a result of Moody's September 18th
2008 announcement that it had updated its loss projections on
first-lien subprime RMBS.

Complete rating actions are:

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2004-CB8

  -- Cl. B-1, Downgraded to Baa2 from Baa1
  -- Cl. B-4, Downgraded to Ca from Caa2

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2005-CB1

  -- Cl. B-3, Downgraded to Ba2 from Baa3
  -- Cl. B-4, Downgraded to Caa2 from Ba1
  -- Cl. B-5, Downgraded to C from Ba2

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2005-CB2

  -- Cl. B-4, Downgraded to Ba3 from Ba1
  -- Cl. B-5, Downgraded to Caa2 from Ba2

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2005-CB3

  -- Cl. B-1, Downgraded to Baa2 from Baa1
  -- Cl. B-2, Downgraded to Ba1 from Baa2
  -- Cl. B-3, Downgraded to Ba3 from Baa3
  -- Cl. B-4, Downgraded to Caa2 from Ba1
  -- Cl. B-5, Downgraded to C from Ba2

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2005-CB5

  -- Cl. B-3, Downgraded to Caa2 from B2
  -- Cl. B-4, Downgraded to C from Caa1
  -- Cl. B-5, Downgraded to C from Caa3

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2005-CB6

  -- Cl. M-3, Downgraded to A2 from Aa3
  -- Cl. M-4, Downgraded to Baa2 from A1
  -- Cl. M-5, Downgraded to Ba3 from A2
  -- Cl. M-6, Downgraded to Caa2 from Baa2
  -- Cl. B-1, Downgraded to C from B1
  -- Cl. B-2, Downgraded to C from B3
  -- Cl. B-3, Downgraded to C from Caa1
  -- Cl. B-4, Downgraded to C from Caa3
  -- Cl. B-5, Downgraded to C from Ca

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2005-CB7

  -- Cl. B-1, Downgraded to Baa2 from Baa1
  -- Cl. B-2, Downgraded to Ba1 from Baa2
  -- Cl. B-3, Downgraded to Caa2 from Baa3
  -- Cl. B-4, Downgraded to C from B1
  -- Cl. B-5, Downgraded to C from Caa1

Issuer: Citigroup Mortgage Loan Trust, Series 2005-CB8

  -- Cl. M-3, Downgraded to A1 from Aa3
  -- Cl. M-4, Downgraded to Baa1 from A1
  -- Cl. M-5, Downgraded to Baa2 from A2
  -- Cl. M-6, Downgraded to Ba3 from A3
  -- Cl. B-1, Downgraded to Caa2 from Baa1
  -- Cl. B-2, Downgraded to C from Baa2
  -- Cl. B-3, Downgraded to C from Ba3
  -- Cl. B-4, Downgraded to C from B2
  -- Cl. B-5, Downgraded to C from Caa1

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2006-CB2

  -- Cl. M-1, Downgraded to A1 from Aa1
  -- Cl. M-2, Downgraded to Baa2 from Aa2
  -- Cl. M-3, Downgraded to Ba2 from Aa3
  -- Cl. M-4, Downgraded to Caa2 from A1
  -- Cl. M-5, Downgraded to Ca from Baa2
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. B-1, Downgraded to C from Caa1
  -- Cl. B-2, Downgraded to C from Caa2
  -- Cl. B-3, Downgraded to C from Caa3

Issuer: Citigroup Mortgage Loan Trust 2006-CB3

  -- Cl. AV-3, Downgraded to A3 from Aaa
  -- Cl. AV-4, Downgraded to Baa1 from Aaa
  -- Cl. M-1, Downgraded to Ba2 from Aa1
  -- Cl. M-2, Downgraded to Caa2 from A2
  -- Cl. M-3, Downgraded to C from Ba1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. B-1, Downgraded to C from Caa2
  -- Cl. B-2, Downgraded to C from Caa3

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2006-CB4

  -- Cl. AV-3, Downgraded to Aa2 from Aaa
  -- Cl. AV-4, Downgraded to A1 from Aaa
  -- Cl. M-1, Downgraded to Baa2 from Aa1
  -- Cl. M-2, Downgraded to B2 from A3
  -- Cl. M-3, Downgraded to Caa2 from Ba1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. B-1, Downgraded to C from Caa2
  -- Cl. B-2, Downgraded to C from Caa3
  -- Cl. B-3, Downgraded to C from Ca

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2006-CB5

  -- Cl. A-3, Downgraded to Aa2 from Aaa
  -- Cl. A-4, Downgraded to A1 from Aaa
  -- Cl. M-1, Downgraded to Baa1 from Aa1
  -- Cl. M-2, Downgraded to Ba2 from A1
  -- Cl. M-3, Downgraded to Caa2 from Baa3
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. B-1, Downgraded to C from Caa2
  -- Cl. B-2, Downgraded to C from Caa3
  -- Cl. B-3, Downgraded to C from Ca

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2006-CB6

  -- Cl. A-I, Downgraded to Aa1 from Aaa
  -- Cl. A-II-3, Downgraded to Aa2 from Aaa
  -- Cl. A-II-4, Downgraded to A1 from Aaa
  -- Cl. M-1, Downgraded to Baa1 from Aa1
  -- Cl. M-2, Downgraded to Ba3 from Aa2
  -- Cl. M-3, Downgraded to B3 from Aa3
  -- Cl. M-4, Downgraded to Ca from Baa1
  -- Cl. M-5, Downgraded to C from Ba2
  -- Cl. M-6, Downgraded to C from B1
  -- Cl. M-7, Downgraded to C from B2
  -- Cl. M-8, Downgraded to C from B3
  -- Cl. B-1, Downgraded to C from Caa1
  -- Cl. B-2, Downgraded to C from Caa2
  -- Cl. B-3, Downgraded to C from Caa3

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2006-CB7

  -- Cl. A-1, Downgraded to Aa1 from Aaa
  -- Cl. A-4, Downgraded to Aa1 from Aaa
  -- Cl. A-5, Downgraded to A2 from Aaa
  -- Cl. M-1, Downgraded to Baa1 from Aa1
  -- Cl. M-2, Downgraded to Ba3 from Baa2
  -- Cl. M-3, Downgraded to B3 from Ba3
  -- Cl. M-4, Downgraded to Caa2 from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from B3
  -- Cl. B-1, Downgraded to C from Caa1
  -- Cl. B-2, Downgraded to C from Caa2
  -- Cl. B-3, Downgraded to C from Caa3
  -- Cl. B-4, Downgraded to C from Ca

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2006-CB8

  -- Cl. A-1, Downgraded to A1 from Aaa
  -- Cl. A-2B, Downgraded to A1 from Aaa
  -- Cl. A-2C, Downgraded to Baa1 from Aaa
  -- Cl. A-2D, Downgraded to Baa2 from Aaa
  -- Cl. M-1, Downgraded to Ba2 from Aa1
  -- Cl. M-2, Downgraded to Caa2 from A3
  -- Cl. M-3, Downgraded to C from Ba1
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from B1
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. B-1, Downgraded to C from Caa2
  -- Cl. B-2, Downgraded to C from Caa3
  -- Cl. B-3, Downgraded to C from Ca

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2006-CB9

  -- Cl. A-2, Downgraded to A2 from Aaa
  -- Cl. A-3, Downgraded to Ba2 from Aa1
  -- Cl. A-4, Downgraded to Ba3 from Aa3
  -- Cl. M-1, Downgraded to Caa2 from Ba1
  -- Cl. M-2, Downgraded to C from B1
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3
  -- Cl. B-1, Downgraded to C from Ca
  -- Cl. B-2, Downgraded to C from Ca

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-CB1

  -- Cl. AF-2, Downgraded to Ba3 from Aaa
  -- Cl. AF-3, Downgraded to B1 from Aaa
  -- Cl. AF-4, Downgraded to B2 from Aaa
  -- Cl. AF-5, Downgraded to B3 from Aaa
  -- Cl. AF-6, Downgraded to B2 from Aaa
  -- Cl. M-1, Downgraded to Ca from A2
  -- Cl. M-2, Downgraded to C from Ba2
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-CB2

  -- Cl. A1, Downgraded to Baa1 from Aaa
  -- Cl. A2-C, Downgraded to A1 from Aaa
  -- Cl. A2-D, Downgraded to A3 from Aaa
  -- Cl. A2-E, Downgraded to Baa1 from Aaa
  -- Cl. M-1, Downgraded to Ba3 from Aa1
  -- Cl. M-2, Downgraded to Caa2 from Baa1
  -- Cl. M-3, Downgraded to Ca from Baa2
  -- Cl. M-4, Downgraded to C from Ba3
  -- Cl. M-5, Downgraded to C from B1
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. B-1, Downgraded to C from B3
  -- Cl. B-2, Downgraded to C from Caa1
  -- Cl. B-3, Downgraded to C from Caa2

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-CB3

  -- Cl. A-2, Downgraded to Baa2 from Aaa
  -- Cl. A-3, Downgraded to Ba3 from Aaa
  -- Cl. A-4, Downgraded to B1 from Aaa
  -- Cl. A-5, Downgraded to Ba3 from Aaa
  -- Cl. M-1, Downgraded to Caa2 from A3
  -- Cl. M-2, Downgraded to C from Ba2
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. B-1, Downgraded to C from B3
  -- Cl. B-2, Downgraded to C from Caa1
  -- Cl. B-3, Downgraded to C from Caa2

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-CB4

  -- Cl. A-1A, Downgraded to Aa3 from Aaa
  -- Cl. A-1B, Downgraded to Ba1 from Aaa
  -- Cl. A-1C, Downgraded to B1 from Aaa
  -- Cl. A-2B, Downgraded to Aa1 from Aaa
  -- Cl. A-2C, Downgraded to Baa1 from Aaa
  -- Cl. A-2D, Downgraded to Baa1 from Aaa
  -- Cl. M-1, Downgraded to Caa2 from A2
  -- Cl. M-2, Downgraded to C from Ba1
  -- Cl. M-3, Downgraded to C from Ba3
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from B1
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. B-1, Downgraded to C from B3
  -- Cl. B-2, Downgraded to C from Caa1
  -- Cl. B-3, Downgraded to C from Caa2
  -- Cl. B-4, Downgraded to C from Caa3

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-CB5

  -- Cl. A-1, Downgraded to Aa1 from Aaa
  -- Cl. A-2, Downgraded to B1 from Aaa
  -- Cl. A-3, Downgraded to B2 from Aa2
  -- Cl. M-1, Downgraded to Caa2 from A3
  -- Cl. M-2, Downgraded to C from Ba2
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-CB6

  -- Cl. A-1, Downgraded to Aa1 from Aaa
  -- Cl. A-2, Downgraded to B1 from Aaa
  -- Cl. A-3, Downgraded to B2 from Aaa
  -- Cl. A-4, Downgraded to B3 from Aaa
  -- Cl. M-1, Downgraded to Caa2 from B1
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from Caa2

Issuer: Citigroup Mortgage Loan Trust, Series 2005-CB4

  -- Cl. B-4, Downgraded to B1 from Ba1
  -- Cl. B-5, Downgraded to Caa2 from Ba2


CENTERLINE HOLDING: Moody's Cuts Rating to 'B1' on Weak Earnings
----------------------------------------------------------------
Moody's Investors Service lowered the corporate family rating of
Centerline Holding Company to B1 from Ba3.  The rating remains on
review for further possible downgrade.  The rating action reflects
Centerline's weakened earnings and coverage metrics, near term
liquidity needs in a poor environment for generating capital,
uncertainty surrounding Fannie Mae and Freddie Mac, and generally
moderating outlook for commercial real estate and in particular
for affordable housing.

The downturn in the capital markets has weakened the credit
profile of many firms in the financial industry, including
Centerline.  The dearth of transactions and lending has had a
substantial impact on the firm's ability to generate revenues and
earnings.  Return on assets fell to (2.4%) in 1H08 from (1.9%) in
2007 and 1.1% in 2006, and return on equity was (12.3%) in 1H08
after falling to (7.9%) in 2007.  Importantly, Centerline's fixed
charge coverage has been below 2x since the acquisition of ARCap
REIT in 2006, which is not typical of Ba-rated firms.  Moody's
also believes that the firm's liquidity resources may not be
adequate for meeting its near term needs, including the term loan
expiring December 2008.

Moreover, Moody's is concerned with the uncertainty surrounding
the future business plans and investment activities of Fannie Mae
and Freddie Mac, which have been meaningful components of
Centerline's affordable housing and commercial real estate
platforms.  This creates significant challenges for Centerline to
recover and grow its businesses.  Aside from the agencies, Moody's
sees generally lower demand for the company's tax credit
syndication business, given the declining economy and the probable
decline in profitability for many businesses.  As well, state
housing agencies are facing increasing difficulties which may
serve to crimp Centerline's tax-exempt multifamily lending
business.

In its review, Moody's will monitor Centerline's ability to meet
its short-term funding needs, as well as its strategic business
profile.  A return to a stable rating outlook would be predicated
upon Centerline's ability to retire its obligations remaining this
year, especially the term loan maturing December 2008 and
demonstrate adequate liquidity for 2009.  Absent this, or should
fixed charge coverage drop below 1.5x, a further downgrade would
be likely.

These rating was lowered and remains on review for further
possible downgrade:

  -- Centerline Holding Company - Corporate family rating to B1
     from Ba3.

Centerline Holding Company (NYSE: CHC) is headquartered in New
York, New York and is the parent company of Centerline Capital
Group, which is an alternative asset manager focused on real
estate funds and financing.  As of June 30, 2008, Centerline had
more than $14 billion of assets under management.


CHRYSLER LLC: Prefers GM Over Nissan-Renault, WSJ Report Says
-------------------------------------------------------------
John D. Stoll at The Wall Street Journal reports that people
familiar with the matter said that Chrysler LLC may join a
manufacturing and development alliance between Nissan Motor Co.
and Renault SA, but still prefers a merger deal with General
Motors Corp.

WSJ relates that a merger between Chrysler and GM would reduce the
exposure of Cerberus Capital Management LP -- Chrysler's owner --
to the volatile global auto industry.  While GM is yet unable to
secure financing for the deal, Cerberus Capital is continuing to
explore Chrysler's possible team up with Nissan.

According to WSJ, the sources said that Cerberus Capital is
considering selling a minority stake to Nissan and Renault.  
Nissan has taken the lead in negotiations with Cerberus and
Chrysler, the report says, citing the sources.

WSJ states that in an alliance with Nissan and Renault, Chrysler
would have a better chance of keeping much of its operations, than
in a merger with GM.  Chrysler, says the report, has overlapping
brands and North American manufacturing plants with GM.  According
to WSJ, Nissan and Renault have strong balance sheets, and a
Nissan-Renault-Chrysler alliance would have little overlap on the
companies' operations, with Chrysler strong in trucks and
minivans, and Nissan in small cars.

Citing sources, WSJ reports that Nissan executives believe
Chrysler could have considerable cost savings in purchasing, new-
vehicle development, and production, by teaming up with Nissan and
Renault.  

Nissan and Renault's CEO Carlos Ghosn has been interested in
adding a North American partner to the alliance, but said that his
companies aren't interested in mergers or acquisitions, WSJ says.

Mr. Ghosn and GM's CEO Rick Wagoner negotiated an alliance of
their companies in 2006, but Mr. Wagoner backed out, saying that
the deal was unnecessary and a bad deal for shareholders.  Mr.
Wagoner was pressured into the talks by GM shareholder and
billionaire investor Kirk Kerkorian.

                      About Chrysler LLC

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

                         *     *     *

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

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


CHRYSLER LLC: GM Unable to Secure Financing for Merger
------------------------------------------------------
General Motors Corp. is still unable to secure the financing
necessary for its acquisition of Chrysler LLC, John D. Stoll and
Jeffrey McCracken at The Wall Street Journal report, citing people
familiar with the matter.

Citing people familiar with the talks, WSJ relates that outside
money is needed to fund the cost-cutting -- especially buyouts and
severance packages for tens of thousands of hourly and salaried
employees, which could total as much as 40,000 jobs if a deal
between GM and Chrysler succeeds.  WSJ says that GM is already
using up more than $1 billion in cash a month.

According to WSJ, GM considers the merger as a better way to
ensure the continued funding of hundreds of thousands of the
United Auto Workers union retiree pensions and health-care
benefits.  The report states that the new company would produce
above $250 billion in yearly revenue, while owning more than 30%
of the U.S. market, and have an estimated $30 billion in cash,
thus improving the firm's credit rating and lessening the
possibility of a bankruptcy filing by GM or Chrysler.

WSJ relates that several of the potential lenders are still
unconvinced.  According to the report, credit markets are
extremely tight, and a number of lenders are fearful of the
complexity and scale of a merger between two industrial giants
during an economic crisis.  The report says that supporters of the
deal could go to the U.S. government, arguing that a merger is
vital to the survival of the domestic auto industry.  

GM, Cerberus, and the banks could sell a stake in the new company
to the federal government, according to WSJ.  WSJ quoted a source
as saying, "It is still early days, but to make people feel more
comfortable or to get investors to buy in, you have to think a
government role would be important.  That role could take a lot of
forms, but it would be very important.  The government may need to
make it happen."

GM and Cerberus will still decide on how the transaction would be
structured, WSJ states, citing two people involved in the talks.

                  Merger Not Good for Michigan

Matthew Dolan at WSJ relates that a GM-Chrysler merger would land
a heavy economic blow on Michigan, which is already battered by
home foreclosures and the loss of tens of thousands of auto-
industry jobs over the last few years.  The report states that
since 2005, GM, Chrysler, and Ford Motor Co. have cut more than
100,000 jobs across the U.S., making the Detroit area one of the
highest foreclosure rates in the country, and making the economy
so dire that the U.S. State Department cut back on the placement
of Iraqi refugees in Michigan.

According to WSJ, Michigan's unemployment rate in August was 8.9%,
the highest in the U.S.  Economists suspect it could further
increase in 2009, even without a GM-Chrysler deal, the report
says.  Michigan, according to the report, had 13,605 foreclosure
filings in September, fourth highest in the U.S.

WSJ reports that analysts expect GM job cuts and closures at
several Chrysler facilities in Michigan that could be replaced by
GM operations.

                      About Chrysler LLC

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

                         *     *     *

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

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

                    About General Motors

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

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

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


CIRCUIT CITY: Shares Rise After Saying It May Avoid Bankruptcy
--------------------------------------------------------------
Chris Peterson in an Oct. 20 Bloomberg News report says that
Circuit City Stores, Inc., rose as much as 23 percent in New York
trading after the Wall Street Journal reported the electronics
chain might close at least 150 stores instead of seeking
bankruptcy protection.  

The Company rose 6 cents, or 15 percent, to 45 cents at
10:03 a.m. in New York Stock Exchange composite trading, according
to the report.  The shares jumped to as high as 48 cents earlier
on Oct. 20 for the biggest intraday jump since April 14, according
to the report.

WSJ, citing people familiar with the plans, reported that the
Company is considering closing 150 stores and cutting thousands of
jobs in an effort to avoid bankruptcy protection.

             About Circuit City Stores Inc.

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- is a specialty         
retailer of consumer electronics, home office products,
entertainment software and related services.  The company has two
segments: domestic and international.

                          *     *     *  

James A. Marcum replaced former Circuit City president,
chairperson and CEO Philip J. Schoonover, who left the company
recently.  Mr. Schoonover had engaged in a review of options for
Circuit City that includes selling all or a part of the company,
which operates 700 stores nationwide.  Blockbuster, Inc. offered a
bid, but withdrew later.  It was then thought that the failed deal
in July could force Circuit City to file for bankruptcy.  Circuit
City has since secured credit line of about $1 billion and has
filed a shelf registration that would allow it to beef up its
capital by selling new shares or to find debt-assuming buyers.


CIRTRAN CORP: Inks Amended Debenture Deal with YA Global, Highgate
------------------------------------------------------------------
CirTran Corporation disclosed in a Securities and Exchange
Commission filing that on Oct. 13, 2008, the Company entered into
an agreement with YA Global Investments, LP, and Highgate House
Funds, LTD.

The Debenture Amendment Agreement related to two convertible
debentures:

   -- a convertible debenture in the aggregate principal amount of
      $3,750,000 issued to Highgate on May 26, 2005; and

   -- a convertible debenture in the aggregate principal amount of
      $1,500,000 issued to YA in December 2005.

Under the Debenture Amendment Agreement, the maturity dates of
these two convertible debentures were changed from Aug. 31, 2008,
to Dec. 31, 2008.

Additionally under the Debenture Amendment Agreement, Highgate and
YA acknowledged and agreed that no defaults had occurred under the
two convertible debentures with respect to prior maturity dates.
The parties also agreed that no other changes were made to the
terms of the two debentures, and that the two debentures remained
unmodified and in full force and effect.

                      About CirTran Corporation

Headquartered in Salt Lake City, Utah, CirTran Corporation (OTC
BB: CIRC) -- http://www.CirTran.com/-- is an international, full-
service contract manufacturer.  CirTran's operations include:
CirTran-Asia, a subsidiary with principal offices in ShenZhen,
China, which manufactures high-volume electronics, fitness
equipment, and household products for the multi-billion-dollar
direct response industry; CirTran Online, which offers products
directly to consumers through major retail web sites, and CirTran
Beverage, which has partnered with Play Beverages LLC to introduce
the Playboy Energy Drink(TM).

CirTran Corporation's balance sheet at June 30, 2008, showed total
assets of $14,638,907 and total liabilities of $15,412,561,
resulting in a stockholders' deficit of $773,654.

CirTran reported a loss from operations for the second quarter
ended June 30, 2008, of $991,052, an improvement of 19% over its
operating loss of $1,226,983 for the second quarter of 2007.

                 Liquidity and Financing Arrangements

The company has a history of substantial losses from operations,
and of using rather than providing cash in operations.  During the
first half of 2008, the company has used, rather than provided,
cash in our operations.  As of June 30, 2008, its monthly cash
operating costs plus interest expense payable in cash averaged
approximately $250,000 per month.

In conjunction with its efforts to improve its results of
operations the company is also seeking infusions of capital from
investors, and is seeking sources to repay its existing
convertible debentures.  In its current financial condition,
it is unlikely that it will be able to obtain additional debt
financing at a reasonable cost.  Even if the company did acquire
additional debt, it would be required to devote additional cash
flow to servicing the debt, and either securing the debt with
assets, or paying a premium cost.  Accordingly, the company is
looking to obtain equity financing to meet its anticipated capital
needs.  There can be no assurance that it will be successful in
obtaining such capital.  If it issues additional shares for equity
or in connection with debt, this will dilute the value of its
common stock and existing shareholders' positions.

There can be no assurance that it will be successful in obtaining
more debt and equity financing in the future or that its results
of operations will materially improve in either the short or the
long term.  If the company fails to obtain the financing and
improve its results of operations, it will be unable to meet
its obligations as they become due.  That would raise substantial
doubt about its ability to continue as a going concern.


CITADEL BROADCASTING: S&P Holds 'B+' Rating; Outlook Negative
-------------------------------------------------------------
Standard & Poor's Rating Services revised its rating outlook on
Las Vegas-based Citadel Broadcasting Corp. to negative from
stable.  The 'B+' corporate credit rating on the company was
affirmed.

At the same time, Standard & Poor's lowered the issue-level rating
on Citadel's senior secured credit facilities to 'B+' from 'BB-'.  
The recovery rating on this debt was revised to '3', indicating
our expectation of meaningful recovery in the event of a payment
default, from '2'.

"The outlook revision reflects our expectation that the company
will not be able to reduce its gross debt to EBITDA ratio below
our 7x target over the near term as a result of greater-than-
anticipated challenges at acquired ABC stations and weakness in
certain premerger Citadel markets," said Standard & Poor's credit
analyst Michael Altberg.

Although Citadel has been able to reduce total debt balances by
roughly $275 million so far in 2008, S&P expects Citadel will be
unable to maintain this rate of debt repayment in 2009 due to
lower cash balances, economic weakness that could pressure
discretionary cash flow, uncertainty as to debtholders'
willingness to continue accepting subpar prepayment, and S&P's
expectation of continued delays in previously intended asset
sales.

In addition, S&P does not expect that debt repayment will
meaningfully offset the likely decline in EBITDA, which will be
necessary to maintain headroom of at least 10% against its
financial covenants.  Covenants step down in the fourth quarter of
2008.

Citadel is the third-largest radio operator in terms of revenues,
with 165 FM and 58 AM radio stations in 50 markets as of Feb. 22,
2008, ranking from one to 150 in market revenue.  The 'B+' rating
reflects Citadel's high debt leverage following the June 2007
acquisition of ABC Radio, competition from larger radio operators
in the majority of its markets, ongoing challenges to improving
profitability at acquired stations, and advertising spending
volatility.  The company's good geographic diversity and
competitive positions in midsize and large radio markets, healthy
EBITDA margins, and good conversion of EBITDA to discretionary
cash flow only partially offset these factors.


COBALT CMBS: Moody's Chips Ratings on Six Classes of Certificates
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of six classes
and affirmed 16 classes of COBALT CMBS Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2007-C2 and
placed nine classes on review for possible downgrade as:

  -- Class A-1, $30,742,923, affirmed at Aaa
  -- Class A-2, $241,084,000, affirmed at Aaa
  -- Class A-AB, $71,881,000, affirmed at Aaa
  -- Class A-3, $857,504,000, affirmed at Aaa
  -- Class A-1A, $485,478,214, affirmed at Aaa
  -- Class A-MFX, $221,947,000, affirmed at Aaa
  -- Class A-MFL, $20,000,000, affirmed at Aaa
  -- Class A-JFX, $102,630,000, affirmed at Aaa
  -- Class A-JFL, $100,000,000, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $21,171,000, affirmed at Aa1
  -- Class C, $27,219,000, affirmed at Aa2
  -- Class D, $21,170,000, affirmed at Aa3
  -- Class E, $15,122,000, affirmed at A1
  -- Class F, $18,146,000, affirmed at A2
  -- Class G, $30,243,000, affirmed at A3
  -- Class H, $24,195,000, currently rated Baa1, on review for
     possible downgrade

  -- Class J, $24,194,000, currently rated Baa2, on review for
     possible downgrade

  -- Class K, $30,244,000, currently rated Baa3, on review for
     possible downgrade

  -- Class L, $12,097,000, downgraded to Ba2 from Ba1, on review
     for possible downgrade

  -- Class M, $3,024,000, downgraded to Ba3 from Ba2, on review
     for possible downgrade

  -- Class N, $9,073,000, downgraded to B1 from Ba3, on review for
     possible downgrade

  -- Class O, $6,049,000, downgraded to B2 from B1, on review for
     possible downgrade

  -- Class P, $3,024,000, downgraded to Caa1 from B2, on review
     for possible downgrade

  -- Class Q, $6,049,000, downgraded to Caa2 from B3, on review
     for possible downgrade

Moody's downgraded Classes L, M, N, O, P and Q due to a decline in
the performance of the Peter Cooper Village and Stuyvesant Town
Loan and increased dispersion of the conduit portion of the
transaction.  Moody's placed Classes H, J, K, L, M, N, O, P and Q
on review for possible downgrade due to concerns about a possible
further decline in the performance of the PCV-ST Loan.

As of the September 17, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 0.3%
to $2.41 billion from $2.42 billion at securitization.  The
Certificates are collateralized by 148 mortgage loans ranging in
size from less than 1.0% to 10.4% of the pool, with the top 10
loans representing 43.3% of the pool.  The pool includes one loan,
representing 4.1% of the pool, with an investment grade underlying
rating.  The performance of the PCV-ST Loan has declined since
securitization and the loan no longer has an investment grade
underlying rating.

The pool has not experienced any losses and currently there are no
loans in special servicing.  Twenty-one loans, representing 19.6%
of the pool, are on the master servicer's watchlist.  The
watchlist includes loans which meet certain portfolio review
guidelines established as part of the Commercial Mortgage
Securities Association's monthly reporting package.  As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Moody's was provided with full-year 2007 operating results for
96.8% of the pool.  Moody's weighted average loan to value ratio
for the conduit component is 114.1% compared to 110.6% at
securitization.  In addition to the overall decline in pool
performance since securitization, the pool has experienced
increased LTV dispersion.  Approximately 43.9% of the conduit pool
has an LTV in excess of 120.0% compared to 29.0% at securitization
and 15.4% of the conduit pool has an LTV in excess of 130.0%
compared to 1.4% at securitization.

The loan with an investment grade underlying rating is the Ala
Moana Portfolio Loan ($100.0 million -- 4.1%), which represents a
pari passu interest in a $1.5 billion first mortgage loan.  The
loan is secured by a 2.0 million square foot regional mall and
office property located in Honolulu, Hawaii.  The mall is dominant
within its trade area and is considered the world's largest open-
air shopping center.  The property recently underwent an expansion
to include a 200,000 square foot Nordstrom department store as
well as 100,000 square feet of additional retail space.  The
upside potential from the expansion space, which opened for
operation during the first quarter of 2008, was accounted for at
securitization.  Moody's current underlying rating is A3, the same
as at securitization.

The Peter Cooper Village and Stuyvesant Town Loan ($250.0 million
-- 10.4%), represents a pari passu interest in a $3.0 billion
first mortgage.  The loan is secured by two adjacent multifamily
apartment complexes totaling 11,227 units located on the east side
of Manhattan.  The borrower is pursuing a comprehensive renovation
of the property and conversion of rent regulated units to market
rents.  However, progress has been slower than expected.  As of
June 2008, approximately 35.8% of the apartments were at market
rate, compared to 28.5% at securitization.  

In addition to the delay in converting apartments, operating
expenses have been higher than projected, largely due to utility
expenses and repairs and maintenance expenses associated with
upgrading apartments upon tenant lease expirations.  At
securitization, a $400.0 million interest reserve and a
$190.0 million general reserve were established to cover interest
shortfalls.  As of September 2008, approximately $200.0 million of
these reserves remain.  At the present pace of the conversion
program, it is expected that the reserves will be depleted by the
end of the third quarter of 2009.

The loan is on the servicer's watchlist due to low debt service
coverage.  The loan sponsors are Tishman Speyer and BlackRock
Realty Advisors.  In addition to the first mortgage loan, there is
a $1.4 billion mezzanine loan secured by a pledge of equity
interests in the borrower.  Moody's current valuation of this loan
reflects a slower rate of conversion of units to market rates,
higher expenses and a lower rental growth, resulting in a decrease
in value.  Moody's underlying rating is Ba3 compared to Baa3 at
securitization.

The three largest conduit loans represent 20.6% of the pool.  The
largest conduit loan is the 75 Broad Street Loan ($243.5 million
-- 10.1%), which is secured by a 648,000 square foot office
telecom building located in the Financial District of New York.  
The property was 98.1% occupied as of December 2007 compared to
94.1% at securitization.  The largest tenants include Internap
(12.5% NRA; lease expiration December 2016) and the Board of
Education (12.3%; lease expiration August 2018).  Moody's net cash
flow has increased 3.2% since securitization.  The loan is
interest only for its entire 10-year term.  Moody's LTV is 121.5%
compared to 125.5% at securitization.

The second largest conduit loan is the Woodies Building Loan
($172.1 million -- 7.1%), which is secured by a 485,000 square
foot mixed use office/retail property located in Washington, D.C.
The property was 94.1% leased as of December 2007, essentially the
same as at securitization.  The largest tenants are the GSA-
Federal Bureau of Investigation (31.2% NRA; varying lease
expirations in 2015 and 2016) and National Endowment for Democracy
(10.2%; lease expiration June 2016).  The loan is interest only
for the first 60 months of its 10-year term.  Moody's LTV is
118.7%, the same as at securitization.

The third largest conduit loan is the One Summer Street Loan
($82.0 million -- 3.4%), which is secured by a 388,000 square foot
office telecom building located in Boston, Massachusetts.  WiTel
Communications vacated its dark space on the fifth floor in
September 2008, leaving the building approximately 58.0% leased
and occupied compared to 69.8% leased at securitization.  The
largest tenants include Qwest Communications Corp (17.3% NRA,
lease expiration June 2015) and WiTel Communications LLC (14.9%
NRA; lease expiration February 2010).  The loan is interest only
for the first 24 months of its 10-year term.  Moody's LTV is 92.6%
compared to 90.1% at securitization.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's prior full
review is summarized in a Presale Report dated March 27, 2007.  
This is Moody's full first review since securitization.

Moody's has published rating methodologies outlining Moody's
analytical approach to surveillance and its approach to rating
conduit and fusion transactions.  In addition, Moody's has
published numerous articles outlining Moody's ratings approach to
the various property types customarily deposited within these
transactions along with other articles on credit issues unique to
CMBS.  The major rating methodologies employed in analyzing this
transaction include:

CMBS: Moody's Approach to Surveillance, September 30, 2002 -- this
paper provides an overview of Moody's surveillance philosophy, an
indication of what prompts a conduit review, how conduit and large
loan monitoring is performed, and what Moody's objectives are with
respect to post-closing requests and servicer reviews;

CMBS: Moody's Approach to Rating U.S. Conduit Transactions,
September 15, 2000 -- this paper provides an overview of rating
methodology and process with details on property level analysis,
loan level analysis, legal and structural characteristics, and
portfolio characteristics with supplementary information on legal
issues, a research summary, helpful information for commercial
real estate transactions, capitalization rates, and guidelines for
capital reserves; and

US CMBS: Moody's Approach to Rating Fusion Transactions, April 19,
2005 -- this paper discusses the key ratings factors for fusion
deals, value drivers for office and retail properties, valuation
and cap rate issues, property type volatility, Moody's large loan
tranching methodology, and an assessment of subordination levels.


COMFORT CO: Chapter 11 Filing Won't Affect Business
---------------------------------------------------
Urethanes-technology-international.com (New Jersey) reports that
Sleep Innovations Inc. and its units' bankruptcy filings won't
affect business.

Sleep Innovations units include:

     -- Comfort Co. Inc.;

     -- three Advanced Innovations units (Central, East, and
        West); and

     -- Advanced Urethane Technologies Inc., including AUT
        units in Brenham, Dallas, Lebanon, Newburyport, and
        West Chicago.

Sleep Innovations said on a Chapter 11 reorganization Web site
that the filings would "have no impact on production facilities or
delivery schedules."  According to Urethanes-technology-
international.com, Sleep Innovations said that suppliers would be
paid for post-petition purchases of goods and services in the
ordinary course of business.

The bankruptcy filings won't affect employee work schedules, pay
or benefits, Urethanes-technology-international.com says, citing
Sleep Innovations.

Urethanes-technology-international.com reports that with a secure
financial foundation, the companies expect to be able to serve
clients better as they will have the resources to boost
operations.

                       About Comfort Co.

Comfort West Long Branch, New Jersey-based Co., Inc. --
http://www.sleepinnovations.com/-- makes and sells foam bedding,   
sleep products and accessories.  

The company and its affiliates filed for Chapter 11 protection on
Oct. 3, 2008 (Bankr. D. Delaware Case No. 08-12305).  Michael R.
Lastowski, Esq., at Duane Morris LLP assists the company in its
restructuring effort.  The company listed assets of $100 million
to $500 million and debts of $100 million to $500 million.


COMMERCE PARK II: Bankruptcy Suspends Building Foreclosure Sale
---------------------------------------------------------------
Stacey Roberts of Arkansas Democrat Gazette reports that the
foreclosure sale of an $11.5 million, Commerce Park II LLC office
building was canceled on Oct. 15 after its ownership company filed
for Chapter 11 bankruptcy reorganization.

Commerce Park, the building's ownership company controlled by Ben
Israel, filed for bankruptcy in Western District of Arkansas
(Fayetteville) on Oct. 14, disclosing between 50 and 99 creditors.

The building was foreclosed on by Chambers Bank of North Arkansas
in August.

Mr. Israel and his Dixie Management & Investment Limited
Partnership filed separate petitions on Sept. 29 asking for
Chapter 11 bankruptcy protection.  Fayetteville attorney Derrick
Davidson filed the voluntary petitions on behalf of Mr. Israel and
his wife Nancy Kaye Israel and Dixie Management, according to the
report.

Fayetteville, Arkansas-based Commerce Park II, LLC, filed for
Chapter 11 bankruptcy protection on Oct. 14 (Bankr. W.D. Ark.,
Case No. 08-74138).  Laurie W. Harrison, Esq., represents the
Debtor.  When the Debtor filed for bankruptcy, it listed assets of
$10 million to $50 million and debts of $10 million to
$50 million.


COMMONWEALTH MATERIAL: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Commonwealth Material Handling, Inc.
        4104 Bishop Lane
        Louisville, KY 40218

Bankruptcy Case No.: 08-34591

Type of Business: The Debtor is a multi-dimensional
engineering               
                  and manufacturing company that custom designs
                  and manufacturs material handling equipment
                  for industrial and bulk material handling
                  markets.

Chapter 11 Petition Date: October 16, 2008

Court: Western District of Kentucky (Louisville)

Debtor's Counsel: Neil Charles Bordy, Esq.
                  bordy@derbycitylaw.com
                  Seiller Waterman LLC
                  2200 Meidinger Tower
                  462 S 4th Street
                  Louisville, KY 40202

Estimated Assets: less than $50,000

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

Commonwealth Material Handling, Inc.'s chapter 11 petition with a
list of 20 largest unsecured creditors is available for free at:

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


CONSTAR INTERNATIONAL: Restructures Operation to Cut Costs
----------------------------------------------------------
Constar International Inc. disclosed in a Securities and Exchange
Commission filing that on Oct. 10, 2008, it executed a new four-
year cold fill supply agreement with Pepsi-Cola Advertising and
Marketing, Inc.

Under the terms of the New Agreement, effective Jan. 1, 2009, the
company expects that there will be an approximately 24% reduction
in cold fill volume as compared to 2008 with a mix shift towards
fewer bottles and more preforms, but on improved economic terms.  
The New Agreement provides the company the exclusive right to
supply, with certain exceptions, 100% of the volume required at
specified Pepsi filling locations. The term of the New Agreement
may be extended for a fifth year at Pepsi's option.

In conjunction with the New Agreement, on Oct. 10, 2008, a
committee of the company 's Board of Directors approved a plan of
restructuring to reduce the company's manufacturing overhead cost
structure that will involve the closure of a U.S. manufacturing
facility and reduced operations in four other U.S. manufacturing
facilities.

The majority of the restructuring actions are expected to be
completed by Dec. 31, 2008. In connection with the restructuring
the company expects to incur one-time severance costs of
approximately $900,000, the majority of which will be paid in the
fourth quarter of 2008 and the remainder in 2009.

In addition, the company expects to incur capital expenditures
related to these restructuring activities of approximately
$2.5 million which will be principally incurred in the fourth
quarter of 2008.  The company is currently in the process of
estimating the charges that will result from this restructuring
plan for facility exit costs as well as related non-cash charges
for the acceleration of depreciation for certain of the company's
long-lived assets.  In addition, the company is reviewing the
potential impact of this restructuring on the carrying value of
its long-lived and intangible assets which may result in
additional non-cash impairment charges.

The estimated annual cash savings as a result of reducing
manufacturing overhead, including the savings from the closure of
the company's Houston Texas facility, is expected to be
approximately $28 million to $32 million beginning in 2009. Based
upon the company's current estimates, the company believes that
the impact of the New Agreement, when combined with the annual
cash overhead savings from the restructuring plan, will result in
higher cash flows from operating activities, net of investing
activities as compared to those realized from the Pepsi cold fill
business in 2008.

Philadelphia-based Constar International Inc. (Nasdaq: CNST) --
http://www.constar.net/-- is a producer of polyethylene  
terephthalate plastic containers for food, soft drinks and water.
The company provides full-service packaging solutions, from
product design and engineering, to ongoing customer support.  Its
customers include many of the world's leading branded consumer
products companies.

At June 30, 2008, the company 's balance sheet showed total assets
of $507.0 million and total liabilities of $588.4 million,
resulting in a shareholder's deficit of $81.4 million.

                          *     *     *

Constar International Inc. still carries Moody's Caa2 Senior
Subordinate Debt assigned on Sept. 11, 2006.


CORLISS LANDING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Corliss Landing Investments, LLC
        178 Park Street
        2nd Floor
        North Attleboro, MA 02760

Bankruptcy Case No.: 08-17805

Chapter 11 Petition Date: October 16, 2008

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Damon D'Ambrosio, Esq.
                  P.O. Box 28864
                  Providence, RI 02908
                  Tel: (410) 473-0728

Total Assets: $2,225,000

Total Debts: $2,045,000

Corliss Landing Investments, LLC did not file its list of largest
unsecured creditors.


CREATIVE LOAFING: City Paper to Focus on Online Publication
-----------------------------------------------------------
Amy Rhodin at Gwhatchet.com reports that Erik Wemple, the editor
of Creative Loafing Inc.'s the Washington City Paper, said that
the paper will focus on publishing through the Internet.

Mr. Wemple told Gwhatchet.com in an interview, "The print model
has been in trouble for years now, on a straight decline.  It's
related to the Internet, but in actuality, I think it is more
complicated than that."  According to Gwhatchet.com, the City
Paper will continue its weekly publication.

Creative Loafing purchased the City Paper in June 2007.  
Gwhatchet.com says that Creative Loafing denied a strong link
between bankruptcy and its acquisition of the City Paper and
another paper at about the same time.

Gwhatchet.com quoted Creative Loafing CEO Ben Eason as saying,
"The print business has been under siege from all quarters with
the exception of the one place that counts; audience."  The paper
posted on its Web site that recent changes in the economy and
readership have made elements of production unsustainable as
currently practiced.

According to Gwhatchet.com, Mr. Wemple said that the City paper
will reorganize and put more focus on its Web site in the next few
weeks.  A stronger Internet base will be a modern and more
profitable way to boost news circulation, the report says, citing
Mr. Wemple.

                      About Creative Loafing

Headquartered in Tampa, Florida, Creative Loafing, Inc. --
http://www.creativeloafing.com/-- publishes newspapers and   
magazines.  The company and eight of its affiliates filed for
Chapter 11 protection on September 29, 2008 (Bankr. M.D. Fla. Lead
Case No. 08-14939).  Chad S. Bowen, Esq., and David S. Jennis,
Esq., Jennis & Bowen, P.L., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between
$10 million and $50 million each.


CREDIT DERIVATES: Moody's Cuts Ratings on Credit Quality Slide
--------------------------------------------------------------
Moody's Investors Service has downgraded its rating on the Credit
Derivates Transaction Supplements:

Class Description: $56,100,000 Transaction Supplement 1

  -- Prior Rating: A2
  -- Prior Rating Date: August 31, 2006
  -- Current Rating: Ba3

Class Description: $56,100,000 Transaction Supplement 2

  -- Prior Rating: Aa3
  -- Prior Rating Date: August 31, 2006
  -- Current Rating: Baa1

Class Description: $56,100,000 Transaction Supplement 3

  -- Prior Rating: A3
  -- Prior Rating Date: August 31, 2006
  -- Current Rating: Baa3

Class Description: $56,100,000 Transaction Supplement 4

  -- Prior Rating: A3
  -- Prior Rating Date: August 31, 2006
  -- Current Rating: Baa3

Class Description: $56,100,000 Transaction Supplement 5

  -- Prior Rating: A3
  -- Prior Rating Date: August 31, 2006
  -- Current Rating: Baa3

Class Description: $56,100,000 Transaction Supplement 6

  -- Prior Rating: A3
  -- Prior Rating Date: August 31, 2006
  -- Current Rating: Baa3

Class Description: $56,100,000 Transaction Supplement 7

  -- Prior Rating: A3
  -- Prior Rating Date: August 31, 2006
  -- Current Rating: Ba1

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transactions' reference
portfolios, which includes but are 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.


CREDIT SUISSE: S&P Puts 10 Cert. Ratings Under Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 10
classes of commercial mortgage pass-through certificates from
Credit Suisse Commercial Mortgage Trust Series 2007-C2 on
CreditWatch with negative implications.

The negative CreditWatch placements reflect Standard & Poor's
preliminary analysis of the Alliance Portfolio SAFD-HC4 (Alliance
HC4), which was transferred to the special servicer, ING Clarion
Capital Loan Services LLC, on Oct. 3, 2008, due to imminent
default.

Alliance HC4 has a trust and whole-loan balance of $93 million (3%
of the pool balance).  The 10-year, fixed-rate, interest-only loan
bears interest at 5.345% and matures in November 2016.  The
Alliance HC4 whole loan is secured by 10 multifamily properties
totaling 1,938 units.  Nine properties comprising 1,622 units are
located in Houston, Texas, and one property comprising 316 units
is located in West Palm Beach, Florida.  The properties were built
between 1967 and 1990.  The sponsor of the bankruptcy-remote SPE
borrower is Alliance Holdings LLC.  The financing for the property
portfolio also includes two mezzanine loans totaling $26 million.

The master servicer, Wachovia Bank N.A., reported debt service
coverage of 1.12x and combined occupancy of 87% for Alliance HC4
as of Dec. 31, 2007.  The reported net cash flow of $5.7 million
for the year ended Dec. 31, 2007, is slightly lower than S&P's
projected NCF of $5.9 million at issuance.  Based on the Aug. 20,
2008, rent rolls, occupancy for the combined portfolio was 79%.   
Based on the Aug. 20, 2008, rent rolls and year-end 2007 financial
information, Standard & Poor's preliminary analysis indicates that
NCF has declined by 36% since Dec. 31, 2007, due to the
combination of decreased occupancy, lower rental rates, and higher
operating expenses.

The largest loan in the pool, Alliance SAFD-PJ, has a whole-loan
and trust balance of $475 million (14%).  The loan is not cross-
collateralized with the Alliance HC4 loan; however, the principals
of this loan are the same as those for the Alliance HC4 loan.  The
financing for this portfolio of multifamily properties also
includes two mezzanine loans totaling $55.8 million.  The loan is
secured by 32 multifamily properties totaling 9,504 units in five
states including Texas, Arizona, Florida, Georgia, and Tennessee.  
As of June 30, 2008, the master servicer reported a DSC of 1.20x,
down from 1.37x at issuance.  Occupancy remained the same at 89%.

Wachovia reported that several of the Houston-area properties in
the Alliance HC4 portfolio suffered damage from Hurricane Ike.  
ING is scheduled to perform a site inspection by the end of
October to determine the extent of the damage and any deferred
maintenance for the properties.  ING is currently soliciting bids
for broker opinions of value and appraisals.

Standard & Poor's will update or resolve the CreditWatch negative
placements as more information becomes available on the workout
process and as S&P complete its analysis of the Alliance HC4 loan
and the remaining loans in the pool.
  
              Ratings Placed on Creditwatch Negative

Credit Suisse Commercial Mortgage Trust Series 2007-C2
Commercial mortgage pass-through certificates

            Rating
            ------
Class  To               From    Credit enhancement
-----  --               ----    ------------------
G      A-/Watch Neg     A-             6.51%
H      BBB+/Watch Neg   BBB+           5.13%
J      BBB/Watch Neg    BBB            4.01%
K      BBB-/Watch Neg   BBB-           3.01%
L      BB+/Watch Neg    BB+            2.75%
M      BB/Watch Neg     BB             2.50%
N      BB-/Watch Neg    BB-            2.00%
O      B+/Watch Neg     B+             1.88%
P      B/Watch Neg      B              1.50%
Q      B-/Watch Neg     B-             1.25%


CROSS ATLANTIC: Court Dismisses Chapter 11 Bankruptcy Cases
-----------------------------------------------------------
Christopher Scinta of Bloomberg News reports that the U.S.
Bankruptcy Court for the District of Idaho granted the
request of Credit Suisse Group on Oct. 14, 2008, and dismissed the
Chapter 11 bankruptcy cases of real estate firms Cross Atlantic
Real Estate, LLC, and VPG Investments, Inc., who are controlling
owners of troubled Idaho-based ski and golf resort Tamarack
Resort, LLC.  According to the report, Tamarack owes Credit Suisse
more than $250 million.

Credit Suisse, according to the report, argued that the cases
should be dismissed because no progress has been made and Tamarack
continues to endure losses stemming from poor management.

Credit Suisse, according to the report, also sued Jean-Pierre
Boespflug, who is a majority owner of Tamarack through Cross
Atlantic, and Mexican industrialist Alfredo Miguel Afif, who holds
a stake in Tamarack through VPG Investments, in March before the
U.S. District Court for the District of Idaho to hold them
personally responsible for Tamarack's defaulted $250 million loan.  

Credit Suisse, according to the report, is also suing in state
court in a bid to foreclose on Tamarack and have a receiver
appointed for it.

                      About Tamarack Resort

Tamarack Resort LLC -- http://www.tamarackidaho.com/-- is the    
first all-season resort to open in the U.S. in 24 years and has
received national attention for its world-class mountain for
skiing, hiking and mountain biking; Osprey Meadows, a Robert Trent
Jones, Jr., signature golf course; and beautiful Lake Cascade,
suitable for swimming, sailing, fishing, sea kayaking, and
boating.  A key element of the Tamarack community is The Club at
Tamarack for homeowners, their families and guests.   Nestled in
Idaho's Payette River Mountains, Tamarack is a luxury boutique
resort with a variety of lodging options all within walking
distance of the four-season amenities.  It opened in 2004 after
Alfredo Miguel Afif and Jean-Pierre Boespflug took over a
controversial and long-stalled ski resort project.

                      About VPG Investments

Beverly Hills, California-based VPG Investments Inc. owns 26% of
Tamarack Resorts LLC.  The Debtor filed for chapter 11 protection
on Feb. 15, 2008 (Bankr. D. Idaho Case No. 08-00253).  Joseph M.
Meier, Esq., at Cosho Humphrey LLP serves as the Debtor's counsel.  
The Debtor listed assets of $29,214,653 and debts of $301,407,518
when it filed for bankruptcy.   Alfredo Miguel Afif, a Mexican
businessman, owns VPG Investments.

                       About Cross Atlantic

Tamarack, Idaho-based Cross Atlantic Real Estate LLC owns a 50.6%
interest in Tamarack Resorts LLC.  Cross Atlantic filed for
chapter 11 protection on Feb. 15, 2008 (Bankr. D. Idaho Case No.
08-00249).  Thomas James Angstman, Esq., represents the Debtor in
its restructuring efforts.  The Debtor disclosed $44,190,000 in
total assets of $44,190,000 and zero debts when it filed for
bankruptcy.  Cross Atlantic is owned by Jean-Pierre Boespflug, a
native of Nice, France.


DELTEK INC: Expects Up to $71 Million in Total Revenues
-------------------------------------------------------
Deltek, Inc. disclosed in a Securities and Exchange Commission
filing its preliminary financial results for its third quarter
ended Sept. 30, 2008.

For the third quarter, Deltek expects to report license revenue
of $18.0 million to $18.5 million, compared to guidance of
$22 million to $23 million. Total revenue for the third quarter
2008 is expected to be $70 million to $71 million, compared to
guidance of $74 million to $75.5 million.

GAAP EPS is expected to be $0.16 to $0.17 per diluted share,
compared to guidance of $0.14 to $0.15 per diluted share.  
Included in these results is approximately $2.5 million of income
tax savings, as a result of recently implemented international tax
planning initiatives, along with other income tax credits,
deductions and adjustments.

Non-GAAP EPS is expected to be $0.21 to $0.22 per diluted share,
compared to guidance of $0.19 to $0.20 per diluted share.  Third
quarter non-GAAP EPS results exclude approximately $2.3 million of
pre-tax expenses related to stock-based compensation and
approximately $1.5 million for the amortization of acquired
intangible assets, which includes $600,000 for the recent
acquisition of the MPM solutions and related assets.

Deltek expects to report operating cash flow of approximately
$14 million in the third quarter. Cash and cash equivalents at
quarter-end are expected to total approximately $29 million,
reflecting the use of approximately $16 million for the MPM
acquisition.

"In the third quarter, we experienced double-digit license revenue
growth from our government contracting customers. However, sales
to our architecture and engineering customers were below our
expectations as the rapidly accelerating macro economic
uncertainty resulted in delayed purchasing decisions by a
significant number of our A&E customers," said Kevin Parker,
president and CEO of Deltek.  "We continue to be engaged with the
vast majority of these customers and anticipate, with the return
of a level of economic stability, that these deals will close in
the coming quarters."

"Given the difficult economic environment, we are pleased with our
results as our government contracting market remained strong, and
we exceeded our EPS guidance due to a combination of strong
margins, cost savings and tax planning initiatives."

Headquartered in Herndon, Virginia, Deltek, Inc. --
http://www.deltek.com/--provides  enterprise applications   
software and related services designed specifically for project-
focused organizations. Project-focused organizations generate
revenue from defined, discrete, customer-specific engagements or
activities.  

Deltek's balance sheet as of June 30, 2008, showed $181.3 million
in total assets, $253.6 million in total liabilities, resulting to
$72.3 million in shareholders' deficit.


DIAMOND PRESS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Diamond Press & Printing Inc.
        900 Rock Avenue
        San Jose, CA 95131

Bankruptcy Case No.: 08-55953

Type of Business: The Debtor is a printing company.
                  See: http://www.diamondpress.biz/

Chapter 11 Petition Date: October 18, 2008

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Richard T. Hilovsky, Esq.
                  hilski5633@sbcglobal.net.
                  Law Offices of Richard T. Hilovsky
                  960 Saratoga Ave. #112
                  San Jose, CA 95129
                  Tel: (408) 249-3600

Total Assets: $274,000

Total Debts: $3,224,837

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

           http://bankrupt.com/misc/califnb08-55953.pdf


DOLLAR THRIFTY: S&P Cuts Ratings to 'B-' on Weak Earnings Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Dollar
Thrifty Automotive Group Inc., including lowering the corporate
credit rating to 'B-' from 'B'.  All ratings remain on
CreditWatch, where they were placed with negative implications on
Feb. 12, 2008.

S&P also lowered the issue-level rating on the rental car
company's $600 million credit facility to 'B-' from 'BB-'.  S&P
revised the recovery rating on this debt to '3' from '1',
indicating expectation of meaningful recovery in the event
of default.

"The downgrade is based on the company's continuing weak earnings
outlook, due to pressure on pricing and vehicle depreciation
costs, which began earlier in 2008," said Standard & Poor's credit
analyst Betsy Snyder.  "The company has had to obtain covenant
relief on permissible leverage in its corporate credit facility
for 60 days beginning Sept. 30 and continuing through Nov. 30,
2008."

Dollar Thrifty faces a decline in travel due to the weakening
economy in addition to reduced access to capital and higher
borrowing costs, and currently has a market capitalization of only
$22 million.  The downgrade on the credit facility reflects these
issues, as well as a decline in available assets for recovery
purposes.

Tulsa, Oklahoma-based Dollar Thrifty, the parent of the Dollar and
Thrifty car rental brands, currently has around 12% of the U.S.
on-airport car rental market, significantly smaller than the
approximate 30% share of each of its major competitors Hertz
Corp., Avis Budget Group Inc. (parent of the Avis and Budget
brands), and Enterprise Rent-A-Car Co. (parent of the Enterprise,
Alamo, and National brands).  Dollar Thrifty derives most of its
revenues from leisure travelers, whose travel plans are likely to
be reduced to a greater extent from economic weakness.

Ratings remain on CreditWatch pending a longer-term resolution of
covenant relief, at which time S&P will also assess the company's
operating and financial prospects.


DURRETT CHEESE: Faces Suit by Immigrant Workers
-----------------------------------------------
Bill Poovey of Associated Press reports that Montgomery, Ala.-
based Southern Poverty Law Center filed a suit against Durrett
Cheese Sales, Inc., in U.S. District Court, Middle District of
Tennessee for alleged mistreatment of 12 illegal immigrant
employees shortly following the company's filing of Chapter 11
bankruptcy petition in August 2007.

The suit also claims that the Latino employees were wrongly
arrested at their jobs in Manchester when they demanded back pay.  
They were allegedly made victims of "wage theft, discrimination
and retaliation."  The suit reportedly seeks damages for nine
women and three men who were in the United States illegally when
they were arrested at the factory in October 2007.

A hearing on the suit has been set Nov. 3 at Winchester, according
to the report.

According to the complaint, "Plaintiffs only seek redress for
conduct which occurred and claims which accrued after Defendant
Durrett Cheese's bankruptcy filing. Therefore their claims against
Defendant Durrett Cheese are not subject to the jurisdiction of
the bankruptcy court. Out of an abundance of caution, however,
Plaintiffs have moved the bankruptcy court for express
authorization for proceeding with their post-petition claims
against Defendant Durrett Cheese in this action."

Manchester, Tenn.-based Durrett Cheese Sales, Inc., filed for
bankruptcy petition on August 8, 2007 (Bankr. E.D. Tenn. Case No.
07-13225).  Paul E. Jennings, Esq., represents the Debtor.  When
the Debtor filed for bankruptcy, it listed assets of $100,000 to
$1,000,000 and debts of $1,000,000 to $100,000,000.


EATON VANCE: Moody's Junks Ratings on Market Value Deterioration
----------------------------------------------------------------
Moody's Investors Service has taken negative rating actions on the
medium term notes and capital notes issued by Eaton Vance Variable
Leverage Fund Ltd.:

* Medium-Term Notes Program ($455,000,000 currently outstanding)

  -- Current Long-Term Rating: Caa3, on review for downgrade
  -- Prior Long-Term Rating: Baa2, on review for downgrade
  -- Prior Rating Date: October 8, 2008

* Capital Notes ($209,000,000 currently outstanding)

  -- Current Long-Term Rating: C
  -- Prior Long-Term Rating: Ca
  -- Prior Rating Date: October 8, 2008

EVVLF is a structured investment vehicle that invests primarily in
the leveraged bank loan market where the obligors are typically
corporations with non-investment grade ratings.  EVVLF is managed
by Eaton Vance Management.

The rating actions reflect the deterioration of the market value
of the vehicle's asset portfolio.  Moody's will review whether the
expected loss of the Medium-Term Notes Program is consistent with
the expected loss implied by a Caa3 rating.


ELCOM INTERNATIONAL: March 31 Balance Sheet Upside-down by $1.7MM
-----------------------------------------------------------------
Elcom International Inc.'s consolidated balance sheet at March 31,
2008, showed $3,071,000 in total assets and $4,817,000 in total
liabilities resulting in a $1,746,000 stockholders' deficit.

The company's consolidated balance sheet revealed strained
liquidity with $2,479,000 in total current assets available to
pay $4,677,000 in total current liabilities.

The company reported $948,000 net loss on total net revenues of
$1,224,000 for the three months ended March 31, 2008, compared to
$1,630,000 net loss on total

                     Going Concern Doubt

According to the Troubled Company Reporter on Sept. 22, 2008,
Houston-based Malone Bailey PC raised substantial doubt about
the ability of Elcom International, Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2007.  According to the auditing firm,
Elcom has suffered recurring losses from operations and has an
accumulated deficit.

A full-text copy of the company's regulatory filing is available
for free at http://ResearchArchives.com/t/s?340d

                   About Elcom International

Elcom International, Inc. -- http://www.elcom.com/-- develops   
online managed services for eProcurement and eMarketplaces that
enable buyers and sellers to transact seamlessly over the internet
and create additional sources of revenue and increase market share
for partners.

Its core products and services include application software
designed to automate the entire procurement process from sourcing
to spend analysis, hosting and application management services
including all hardware and software required to operate an
eProcurement and eMarketplace system and ongoing support to manage
catalogues and designated end users.  Elcom is headquartered
outside of Boston, in Norwood, Mass.  Its main country of
operation is the US, however it also provides additional support
to its UK customer base through home based employees.

Elcom International Inc.'s stock trades on the Pink Sheets in the
United States under the symbol ELCO.


ENTERCOM RADIO: Moody's Trims 7.625% Sub. Notes Rating to B3
------------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
probability of default ratings for Entercom Radio LLC to B1 from
Ba3 and downgraded its 7.625% senior subordinated notes to B3 from
B2 and changed the outlook to negative from stable.  Moody's
expects radio broadcasting revenue to come under increasing
pressure due to the slowdown in consumer spending, its impact on
corporate profits and the resulting cutbacks in advertising and
marketing budgets.  These revenue trends will likely pressure
Entercom's ability to maintain leverage in the mid 5 times debt-
to-EBITDA range as anticipated in the Ba3 rating, and also erode
its cushion of compliance under the leverage covenant within its
bank facility.  The negative outlook incorporates Moody's concern
over a potential covenant breach.

However, Moody's anticipates Entercom will severely curtail its
historic pattern of shareholder returns and instead direct free
cash flow to debt repayment, enabling the company to continue to
generate positive free cash flow and to maintain leverage below 7
times despite deterioration of the top line.

In February 2008, Moody's downgraded Entercom's corporate family
rating to Ba3 from Ba2, because the combination of increased
borrowing to fund incremental share repurchases and lower than
projected EBITDA led to leverage in excess of expectations.  The
current downgrade to B1 incorporates further deterioration of
fundamental industry trends and the resultant negative impact on
leverage.

Entercom's B1 corporate family rating reflects the maturity and
inherent cyclicality of the radio industry, high leverage, and
some concentration of revenue within its highly competitive top 5
markets.  Strong EBITDA margins and the capacity to generate free
cash flow, despite weak industry fundamentals, along with
geographic and format diversity, support the ratings.

The outlook is negative.

Entercom Radio, LLC

  -- Probability of Default Rating, Downgraded to B1 from Ba3

  -- Corporate Family Rating, Downgraded to B1 from Ba3

  -- Senior Subordinated Bonds, Downgraded to B3, LGD6, 94% from
     B2, LGD6, 93%

  -- Outlook, changed to negative from stable

Entercom Communications Corp., headquartered in Bala Cynwyd,
Pennsylvania, operates over 100 radio stations clustered in 23
markets across the country.  Its annual revenue is approximately
$470 million.


EPICEPT CORPORATION: Hercules Converts Secured Loan to Shares
-------------------------------------------------------------
EpiCept Corporation disclosed in a Securities and Exchange
Commission filing that on Oct. 9, 2008, Hercules Technology Growth
Capital, Inc., converted a total of $250,000 in principal amount
of the Company's senior secured loan into 485,437 shares of the
Company's common stock.  Hercules has converted $500,000 in
principal amount of the Company's senior secured loan into 970,874
shares of the Company's common stock.

On June 23, 2008, the company amended certain terms in its senior
secured loan agreement with Hercules to provide Hercules with the
right, between July 23, 2008 and December 23, 2008, to convert up
to $1.9 million of the outstanding senior secured loan into shares
of the Company's common stock at a conversion price of $0.515 per
share.

                   About EpiCept Corporation

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

                      Going Concern Doubt

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

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


FAREED HAYAT: Case Summary & Six Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Fareed Nassor Hayat
        50 Stonegate Drive
        Silver Spring, MD 20905

Bankruptcy Case No.: 08-23469

Chapter 11 Petition Date: October 16,2008

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Brent C. Strickland, Esq.
                  bstrickland@wtplaw.com
                  Seven St. Paul Street, Suite 1800
                  Baltimore, MD 21202-1626
                  Tel: (410) 347-8700

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's Six Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
   U.S. Dept. of Education               $70,000
   501 Bleecker Street
   Utica, NY 13501

   Bank of America                       $19,000
   100 North Tryon Street
   Charlotte, NC 28255

   Citibank                              $13,000
   P.O. Box 6500
   Sioux Falls, SD 57117

   Citibank                              $12,000
   P.O. Box 6500
   Sioux Falls, SD 57117

   Bank of America                        $5,000
   100 North Tryon Street
   Charlotte, NC 28255

   UCLA Loans                                 $1
   10920 Wilshire Blvd St.
   Los Angeles, CA 90024


FIRST FRANKLIN: Moody's Chips Ratings on 366 Tranches from 39 RMBS
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 366
tranches from 39 subprime RMBS transactions issued by First
Franklin.  The collateral backing these transactions consists
primarily of first-lien, fixed and adjustable-rate, subprime
residential mortgage loans.

These actions follow and are as a result of Moody's September 18,
2008 announcement that it had updated its loss projections on
first-lien subprime RMBS.

Complete rating actions are:

Issuer: First Franklin Mortgage Loan Trust 2005-FF1

  -- Cl. B-1, Downgraded to Ba3 from Ba2
  -- Cl. B-2, Downgraded to B3 from Ba3
  -- Cl. B-3, Downgraded to Ca from B1
  -- Cl. B-4, Downgraded to C from Caa2

Issuer: First Franklin Mortgage Loan Trust 2005-FF11

  -- Cl. M-4, Downgraded to Baa1 from A3
  -- Cl. M-5, Downgraded to Ba1 from Baa2
  -- Cl. M-6, Downgraded to B2 from Ba1
  -- Cl. B-1, Downgraded to Caa2 from B1
  -- Cl. B-2, Downgraded to C from B2
  -- Cl. B-3, Downgraded to C from B3

Issuer: First Franklin Mortgage Loan Trust 2005-FF12

  -- Cl. M-4, Downgraded to Baa1 from A3
  -- Cl. M-5, Downgraded to Ba1 from Baa3
  -- Cl. M-6, Downgraded to B2 from B1
  -- Cl. B-1, Downgraded to Ca from B2
  -- Cl. B-2, Downgraded to C from B3
  -- Cl. B-3, Downgraded to C from Caa1

Issuer: First Franklin Mortgage Loan Trust 2005-FF2

  -- Cl. M-3, Downgraded to A2 from Aa3
  -- Cl. M-4, Downgraded to Baa1 from A3
  -- Cl. M-5, Downgraded to Baa2 from Baa1
  -- Cl. M-6, Downgraded to Ba1 from Baa3
  -- Cl. B-1, Downgraded to B2 from Ba2
  -- Cl. B-2, Downgraded to Caa2 from Ba3
  -- Cl. B-3, Downgraded to Ca from B2
  -- Cl. B-4, Downgraded to Ca from Caa2
  -- Cl. B-5, Downgraded to C from Caa3

Issuer: First Franklin Mortgage Loan Trust 2005-FF3

  -- Cl. M6, Downgraded to Ba1 from Baa3
  -- Cl. M7, Downgraded to B2 from Ba3
  -- Cl. M8, Downgraded to Caa2 from B2
  -- Cl. M9, Downgraded to Caa3 from Caa2
  -- Cl. B1, Downgraded to Ca from Caa3

Issuer: First Franklin Mortgage Loan Trust 2005-FF4

  -- Cl. M-7, Downgraded to B3 from Ba2
  -- Cl. M-8, Downgraded to Ca from B3

Issuer: First Franklin Mortgage Loan Trust 2005-FF7

  -- Cl. M-8, Downgraded to Caa2 from B2
  -- Cl. M-9, Downgraded to Ca from Caa1

Issuer: First Franklin Mortgage Loan Trust 2005-FF8

  -- Cl. B-2, Downgraded to Caa2 from B3
  -- Cl. B-3, Downgraded to C from Caa1
  -- Cl. B-4, Downgraded to C from Caa2

Issuer: First Franklin Mortgage Loan Trust 2005-FFH1

  -- Cl. M-1, Downgraded to Aa2 from Aa1
  -- Cl. M-2, Downgraded to A2 from Aa2
  -- Cl. M-3, Downgraded to Baa2 from Aa3
  -- Cl. M-4, Downgraded to Ba2 from A3
  -- Cl. M-5, Downgraded to B3 from Baa2
  -- Cl. M-6, Downgraded to C from Ba1
  -- Cl. B-1, Downgraded to C from B1
  -- Cl. B-2, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2005-FFH2

  -- Cl. M2, Downgraded to A1 from Aa2
  -- Cl. M3, Downgraded to A3 from Aa3
  -- Cl. M4, Downgraded to Baa3 from Baa1
  -- Cl. M5, Downgraded to B2 from Baa3
  -- Cl. M6, Downgraded to Ca from Ba3
  -- Cl. M7, Downgraded to C from B3
  -- Cl. M8, Downgraded to C from Caa2
  -- Cl. M9, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2005-FFH3

  -- Cl. M-7, Downgraded to Caa2 from B2
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. M-9, Downgraded to C from Caa2
  -- Cl. M-10, Downgraded to C from Caa2
  -- Cl. B-1, Downgraded to C from Caa3
  -- Cl. B-2, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2005-FFH4

  -- Cl. M-6, Downgraded to Caa1 from B1
  -- Cl. M-7, Downgraded to C from B2
  -- Cl. M-8, Downgraded to C from B3
  -- Cl. M-9, Downgraded to C from Caa1
  -- Cl. M-10, Downgraded to C from Caa2
  -- Cl. B-1, Downgraded to C from Caa3
  -- Cl. B-2, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2006-FF1

  -- Cl. M-2, Downgraded to A2 from Aa2
  -- Cl. M-3, Downgraded to Baa2 from Aa3
  -- Cl. M-4, Downgraded to Ba2 from A1
  -- Cl. M-5, Downgraded to Caa1 from Baa1
  -- Cl. M-6, Downgraded to Ca from Ba2
  -- Cl. M-7, Downgraded to C from B2
  -- Cl. M-8, Downgraded to C from B3
  -- Cl. M-9, Downgraded to C from Caa1
  -- Cl. M-10, Downgraded to C from Caa2
  -- Cl. M-11, Downgraded to C from Caa3

Issuer: First Franklin Mortgage Loan Trust 2006-FF10

  -- Cl. A1, Downgraded to Aa1 from Aaa
  -- Cl. A5, Downgraded to Baa1 from Aaa
  -- Cl. M1, Downgraded to Ba1 from A3
  -- Cl. M2, Downgraded to Caa2 from B1
  -- Cl. M3, Downgraded to C from B2
  -- Cl. M4, Downgraded to C from B3
  -- Cl. M5, Downgraded to C from Caa1
  -- Cl. M6, Downgraded to C from Caa2
  -- Cl. M7, Downgraded to C from Caa3
  -- Cl. M8, Downgraded to C from Ca
  -- Cl. M9, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2006-FF11

  -- Cl. I-A-2, Downgraded to A3 from A2
  -- Cl. II-A-3, Downgraded to Baa2 from Baa1
  -- Cl. II-A-4, Downgraded to Baa3 from Baa2
  -- Cl. M-1, Downgraded to B2 from B1
  -- Cl. M-2, Downgraded to Ca from B2
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca
  -- Cl. M-8, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2006-FF12

  -- Cl. A4, Downgraded to Aa2 from Aaa
  -- Cl. A5, Downgraded to Baa2 from Aa2
  -- Cl. M1, Downgraded to B1 from Ba1
  -- Cl. M2, Downgraded to Ca from B1
  -- Cl. M3, Downgraded to C from B2
  -- Cl. M4, Downgraded to C from B3
  -- Cl. M5, Downgraded to C from Caa1
  -- Cl. M6, Downgraded to C from Caa2
  -- Cl. M7, Downgraded to C from Caa3
  -- Cl. M8, Downgraded to C from Ca
  -- Cl. M9, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2006-FF13

  -- Cl. A-2C, Downgraded to Baa1 from Aa3
  -- Cl. A-2D, Downgraded to Baa2 from A1
  -- Cl. M-1, Downgraded to Ba3 from Ba2
  -- Cl. M-2, Downgraded to Caa2 from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Caa2
  -- Cl. M-7, Downgraded to C from Caa3
  -- Cl. M-8, Downgraded to C from Ca
  -- Cl. M-9, Downgraded to C from Ca
  -- Cl. B-1, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2006-FF14

  -- Cl. A1, Downgraded to Aa3 from Aaa
  -- Cl. A5, Downgraded to A2 from A1
  -- Cl. A6, Downgraded to Ba1 from A3
  -- Cl. M1, Downgraded to Caa2 from B1
  -- Cl. M2, Downgraded to C from B2
  -- Cl. M3, Downgraded to C from B3
  -- Cl. M4, Downgraded to C from Caa1
  -- Cl. M5, Downgraded to C from Caa2
  -- Cl. M6, Downgraded to C from Caa3
  -- Cl. M7, Downgraded to C from Ca
  -- Cl. M8, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2006-FF15

  -- Cl. A1, Downgraded to A3 from Aaa
  -- Cl. A2, Downgraded to A1 from Aaa
  -- Cl. A5, Downgraded to Baa2 from Aa1
  -- Cl. A6, Downgraded to B1 from Baa1
  -- Cl. M1, Downgraded to Caa3 from B1
  -- Cl. M2, Downgraded to C from B2
  -- Cl. M3, Downgraded to C from B3
  -- Cl. M4, Downgraded to C from Caa1
  -- Cl. M5, Downgraded to C from Caa2
  -- Cl. M6, Downgraded to C from Caa3
  -- Cl. M7, Downgraded to C from Ca
  -- Cl. M8, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2006-FF16

  -- Cl. I-A1, Downgraded to Baa1 from Aaa
  -- Cl. II-A3, Downgraded to B2 from Baa2
  -- Cl. II-A4, Downgraded to B3 from Baa3
  -- Cl. M-1, Downgraded to Ca from B1
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca
  -- Cl. M-8, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2006-FF17

  -- Cl. A1, Downgraded to Baa1 from Aaa
  -- Cl. A2, Downgraded to Baa3 from Aa1
  -- Cl. A4, Downgraded to Aa3 from Aaa
  -- Cl. A5, Downgraded to B2 from Aa3
  -- Cl. A6, Downgraded to B3 from Ba1
  -- Cl. M1, Downgraded to C from B1
  -- Cl. M2, Downgraded to C from B2
  -- Cl. M3, Downgraded to C from B3
  -- Cl. M4, Downgraded to C from Caa1
  -- Cl. M5, Downgraded to C from Caa2
  -- Cl. M6, Downgraded to C from Caa3
  -- Cl. M7, Downgraded to C from Ca
  -- Cl. M8, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2006-FF18

  -- Cl. A-1, Downgraded to A1 from Aaa
  -- Cl. A-2B, Downgraded to Aa2 from Aaa
  -- Cl. A-2C, Downgraded to Ba2 from Aa2
  -- Cl. A-2D, Downgraded to Ba3 from A1
  -- Cl. M-1, Downgraded to Caa2 from Ba2
  -- Cl. M-2, Downgraded to C from Ba3
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa2
  -- Cl. B-1, Downgraded to C from Caa2
  -- Cl. B-2, Downgraded to C from Caa3
  -- Cl. B-3, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2006-FF3

  -- Cl. A-2C, Downgraded to Aa1 from Aaa
  -- Cl. M-1, Downgraded to A2 from Aa1
  -- Cl. M-2, Downgraded to Baa3 from Aa2
  -- Cl. M-3, Downgraded to B1 from Baa1
  -- Cl. M-4, Downgraded to Caa2 from Ba2
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3
  -- Cl. B-1, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2006-FF4

  -- Cl. A-3, Downgraded to Aa1 from Aaa
  -- Cl. M-1, Downgraded to A2 from Aa1
  -- Cl. M-2, Downgraded to Baa2 from A2
  -- Cl. M-3, Downgraded to Ba3 from Ba1
  -- Cl. M-4, Downgraded to Caa2 from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. B-1, Downgraded to C from Caa3

Issuer: First Franklin Mortgage Loan Trust 2006-FF5

  -- Cl. II-A-3, Downgraded to Aa1 from Aaa
  -- Cl. II-A-4, Downgraded to Aa3 from Aaa
  -- Cl. II-A-5, Downgraded to Aa2 from Aaa
  -- Cl. M-1, Downgraded to A2 from Aa1
  -- Cl. M-2, Downgraded to Ba2 from Ba1
  -- Cl. M-3, Downgraded to B3 from B1
  -- Cl. M-4, Downgraded to Ca from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa2
  -- Cl. M-7, Downgraded to C from Caa3
  -- Cl. M-8, Downgraded to C from Ca
  -- Cl. M-9, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2006-FF6

  -- Cl. A-4, Downgraded to Aa1 from Aaa
  -- Cl. M-1, Downgraded to Baa3 from Baa2
  -- Cl. M-2, Downgraded to Ca from B2
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Caa3

Issuer: First Franklin Mortgage Loan Trust 2006-FF7

  -- Cl. I-A, Downgraded to A1 from Aaa
  -- Cl. II-A-3, Downgraded to Baa3 from Aaa
  -- Cl. II-A-4, Downgraded to Ba1 from Aaa
  -- Cl. M-1, Downgraded to Caa2 from Baa1
  -- Cl. M-2, Downgraded to C from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca
  -- Cl. M-8, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2006-FF8

  -- Cl. II-A-4, Downgraded to Aa2 from Aaa
  -- Cl. M-1, Downgraded to A3 from Aa1
  -- Cl. M-2, Downgraded to Ba1 from Baa1
  -- Cl. M-3, Downgraded to B2 from Ba2
  -- Cl. M-4, Downgraded to Caa2 from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3

Issuer: First Franklin Mortgage Loan Trust 2006-FF9

  -- Cl. II-A-3, Downgraded to A3 from Aaa
  -- Cl. II-A-4, Downgraded to Baa1 from Aa2
  -- Cl. M-1, Downgraded to Ba2 from Baa3
  -- Cl. M-2, Downgraded to Caa2 from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Caa2
  -- Cl. M-7, Downgraded to C from Caa3
  -- Cl. M-8, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2006-FFH1

  -- Cl. M-2, Downgraded to A1 from Aa2
  -- Cl. M-3, Downgraded to Baa1 from Aa3
  -- Cl. M-4, Downgraded to Baa2 from A1
  -- Cl. M-5, Downgraded to Ba2 from Baa2
  -- Cl. M-6, Downgraded to B3 from Ba3
  -- Cl. M-7, Downgraded to Ca from B2
  -- Cl. M-8, Downgraded to C from B3
  -- Cl. M-9, Downgraded to C from Caa1
  -- Cl. M-10, Downgraded to C from Caa3

Issuer: First Franklin Mortgage Loan Trust 2007-FF1

  -- Cl. A-1, Downgraded to A3 from Aaa
  -- Cl. A-2B, Downgraded to A2 from Aaa
  -- Cl. A-2C, Downgraded to Ba3 from Aa1
  -- Cl. A-2D, Downgraded to B1 from Aa3
  -- Cl. M-1, Downgraded to Caa2 from Baa3
  -- Cl. M-2, Downgraded to C from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Caa2
  -- Cl. B-1, Downgraded to C from Caa3
  -- Cl. B-2, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust Mortgage Loan Asset-
Backed Certificates, Series 2007-FF2

  -- Cl. A-1, Downgraded to B2 from A3
  -- Cl. A-2C, Downgraded to B3 from Baa3
  -- Cl. A-2D, Downgraded to Caa1 from Ba1
  -- Cl. M-1, Downgraded to C from B1
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa2
  -- Cl. M-5, Downgraded to C from Caa3
  -- Cl. M-6, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust Series 2005-FF6

  -- Cl. M-4, Downgraded to Baa1 from A2
  -- Cl. M-5, Downgraded to Baa3 from Baa2
  -- Cl. B-1, Downgraded to Ba3 from Baa3
  -- Cl. B-2, Downgraded to Caa2 from Ba2
  -- Cl. B-3, Downgraded to Ca from B1
  -- Cl. B-4, Downgraded to C from Caa1

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-1

  -- Cl. A-1, Downgraded to B1 from A2
  -- Cl. A-2C, Downgraded to B3 from Baa3
  -- Cl. A-2D, Downgraded to Caa1 from Ba1
  -- Cl. M-1, Downgraded to C from B1
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa2
  -- Cl. M-5, Downgraded to C from Caa3
  -- Cl. M-6, Downgraded to C from Ca
  -- Cl. B-1, Downgraded to C from Ca
  -- Cl. B-2, Downgraded to C from Ca

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-2

  -- Cl. A-1, Downgraded to Baa1 from Aaa
  -- Cl. A-2B, Downgraded to Baa2 from Aaa
  -- Cl. A-2C, Downgraded to B1 from Aa1
  -- Cl. A-2D, Downgraded to B2 from Aa3
  -- Cl. M-1, Downgraded to Ca from Baa3
  -- Cl. M-2, Downgraded to C from B1
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. B-1, Downgraded to C from Caa2
  -- Cl. B-2, Downgraded to C from Caa3
  -- Cl. B-3, Downgraded to C from Ca

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-3

  -- Cl. A-1C, Downgraded to A3 from Aaa
  -- Cl. A-1D, Downgraded to Baa1 from Aaa
  -- Cl. A-2B, Downgraded to Baa2 from Aaa
  -- Cl. A-2C, Downgraded to Ba1 from Aaa
  -- Cl. A-2D, Downgraded to Ba2 from Aaa
  -- Cl. M-1-1, Downgraded to Caa2 from A3
  -- Cl. M-1-2, Downgraded to Caa2 from A3
  -- Cl. M-2-1, Downgraded to C from Ba3
  -- Cl. M-2-2, Downgraded to C from Ba3
  -- Cl. M-3-1, Downgraded to C from B1
  -- Cl. M-3-2, Downgraded to C from B1
  -- Cl. M-4-1, Downgraded to C from B2
  -- Cl. M-4-2, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. B-1, Downgraded to C from Caa1
  -- Cl. B-2, Downgraded to C from Caa2
  -- Cl. B-3, Downgraded to C from Caa3

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-4

  -- Cl. 1-A, Downgraded to Baa3 from Aaa
  -- Cl. 2-A2, Downgraded to Baa2 from Aaa
  -- Cl. 2-A3, Downgraded to B2 from Aa1
  -- Cl. 2-A4, Downgraded to B3 from Aa3
  -- Cl. 1-M1, Downgraded to C from Ba1
  -- Cl. 2-M1, Downgraded to C from Ba1
  -- Cl. 1-M2, Downgraded to C from Ba3
  -- Cl. 2-M2, Downgraded to C from Ba3
  -- Cl. 1-M3, Downgraded to C from B1
  -- Cl. 2-M3, Downgraded to C from B1
  -- Cl. M4, Downgraded to C from B2
  -- Cl. M5, Downgraded to C from B3
  -- Cl. M6, Downgraded to C from B3
  -- Cl. B1, Downgraded to C from Caa1
  -- Cl. B2, Downgraded to C from Caa2
  -- Cl. B3, Downgraded to C from Caa3

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-5

  -- Cl. 2-A3, Downgraded to Aa1 from Aaa
  -- Cl. M-1, Downgraded to A1 from Aa1
  -- Cl. M-2, Downgraded to A3 from Aa2
  -- Cl. M-3, Downgraded to Baa1 from A1
  -- Cl. M-4, Downgraded to Baa2 from Baa1
  -- Cl. M-5, Downgraded to Ba1 from Baa2
  -- Cl. B-2, Downgraded to Caa2 from B2

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-H1

  -- Cl. 1-A1, Downgraded to A1 from Aaa
  -- Cl. 1-A2, Downgraded to Baa1 from Aaa
  -- Cl. 1-A3, Downgraded to Ba1 from Aaa
  -- Cl. 2-A1, Downgraded to Ba3 from Aaa
  -- Cl. 2-A2, Downgraded to B2 from Aaa
  -- Cl. 2-A3A, Downgraded to B3 from Aaa
  -- Cl. 2-A3B, Downgraded to B3 from Aaa
  -- Cl. X-A, Downgraded to A1 from Aaa
  -- Cl. M-1, Downgraded to Ca from Ba2
  -- Cl. M-2, Downgraded to C from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3


FISCHER CROSSINGS: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: Fischer Crossings Development Group, LLC
                2004 Commerce Drive, North, Suite 110
                Peachtree City, GA 30269
                Tel: (770) 631-0931

Case Number: 08-12904

Involuntary Petition Date: October 6, 2008

Court: Northern District of Georgia (Newnan)

Petitioner's Counsel: John A. Thomson, Jr., Esq.
                      jthomson@wcsr.com
                      Womble Carlyle Sandridge & Rice, PLLC
                      One Atlantic Center, Suite 3500
                      1201 West Peachtree Street
                      Atlanta, GA 30309
                      Tel: (404) 888-7409
                      Fax: (404) 870-4841

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Richard R. Harp Excavation     services rendered    $2,180,000
Inc.


FOOTHILLS RESOURCES: Inks Forbearance Deal w/ Wells Fargo, et al.
-----------------------------------------------------------------
Foothills Resources, Inc. entered into a Third Amendment to
Credit Agreement and Amended and Restated Forbearance Agreement
with its lenders in connection with defaults on financial
covenants contained in its Credit Agreement with various lenders
and Wells Fargo Foothill, LLC, as agent.

The Amended Credit Facility is effective Sept. 15, 2008, the
expiration date of the previous forbearance granted by the
lenders, and extends the forbearance until Dec. 31, 2008.  The
company will be required to comply with the actions and
timetable contained in a restructuring analysis provided to the
lenders, which it prepared with the assistance of Parkman Whaling
LLC, its advisor.  The restructuring analysis provides for the
evaluation of a range of possible strategic alternatives,
including a sale of a portion of the company's assets, a merger
or other business combination, or the issuance of equity or other
securities.

The Amended Credit Facility contains additional or revised
financial covenants during the forbearance period pertaining to
the company's leverage ratio, minimum earnings before interest,
taxes, depreciation and amortization, and minimum production
levels, but suspends the company's obligation to comply with the
asset coverage and interest coverage ratios during the forbearance
period.  In addition, it provides for increases in existing
interest rates on loans outstanding under the Amended Credit
Facility, and for the payment of forbearance fees to the lenders.
The company also reported that the borrowing base under the
revolving credit facility has been confirmed at $25 million, and
further that under the Amended Credit Facility the $2 million
reserve against the borrowing base imposed under the previous
forbearance agreement has been terminated.

The company and its advisor are working toward completion of the
strategic alternatives initiative at the earliest possible date,
but the company cannot predict whether this effort will lead to
completion of a transaction or if so, the approximate time it
would take for a transaction to be closed.  The company does not
intend to provide further updates on the process unless and until
the board of directors approves a specific transaction or
transactions.

The company may require forbearance extensions in future periods.
There can be no assurance that the company will be able to
negotiate additional forbearances or that such forbearances will
be on terms acceptable to the company, or that the company will
be able to complete any of the strategic alternatives on
satisfactory terms, or at all.  The restructuring plan may
impair the company's operations and future prospects.

"We are confident that this additional time will allow the
company to identify and execute the strategic alternative which
can provide the best possible outcome for all Foothills
stakeholders," Foothills chief executive officer, Dennis Tower,
commented.

                  About Foothills Resources, Inc.

Headquartered in Bakersfield, California, Foothills Resources,
Inc. (OTC:FTRS) -- http://www.foothills-resources.com/-- is an  
independent energy company engaged in the acquisition,
exploration, exploitation and production of oil and natural gas
opportunities in California, Texas and Oklahoma.


FORSTER DRILLING: Delays Form 10-QSB Filing for Qtr Ended Aug. 31
-----------------------------------------------------------------
Forster Drilling Corporation disclosed in a Securities and
Exchange Commission filing that it is in the process of preparing
and reviewing the financial and other information to be disclosed
in the quarterly report on form 10-QSB for the quarter ended
Aug. 31, 2008.

The company's management said it did not believe the Form 10-QSB
can be completed on or before the Oct. 15, 2008 prescribed due
date without unreasonable effort or expense.

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

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

                       Going Concern Doubt

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


FREMONT GENERAL: Wants Creditors' Exclusivity Objection Dismissed
-----------------------------------------------------------------
BankruptcyLaw360.com reports that Fremont General Corp. asked the
U.S. Bankruptcy Court for the Central District of California to
dismiss the opposition of the Official Committee of Unsecured
Creditors to the Debtor's request for an extension of the period
within which it has the exclusive right to propose a Chapter 11
plan.

As reported by the Troubled Company Reporter on Oct. 1, Fremont
General asked the Court to extend its exclusive right to propose a
Chapter 11 plan until Jan. 30, 2009.  The Debtor said that asent
an extension of their Exclusive Periods, there could be three or
more competing plans.  

As reported by the Troubled Company Reporter on Oct. 14, the
Official Committee of Unsecured Creditors filed its opposition
with the Court to the request of Fremont General to extend its
exclusive right to propose a Chapter 11 plan.

The Committee says the Debtor hasn't come up with a single example
of how its proposal to sell tax losses has "been used in the real
world".

The Committee also says that the assets are being wasted by
expenses of the reorganization while an $89 million priority
claim filed by the U.S. Internal Revenue Service makes a recovery
by stockholders unlikely, according to the report.

In the BankruptcyLaw360.com report, the Debtor contends that the
Committee just wants to seize control of its case.

                      About Fremont General

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

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

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

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


FREMONT TRUST: Moody's Trims Ratings on 115 Tranches from 12 RMBS
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 115
tranches from 12 subprime RMBS transactions issued by Fremont.  
The collateral backing these transactions consists primarily of
first-lien, fixed and adjustable-rate, subprime residential
mortgage loans.

These actions follow and are as a result of Moody's September 18,
2008 announcement that it had updated its loss projections on
first-lien subprime RMBS.

Complete rating actions are:

Issuer: Fremont Home Loan Trust 2005-2

  -- Cl. M-6, Downgraded to Baa1 from A3
  -- Cl. M-8, Downgraded to Caa2 from B3
  -- Cl. M-9, Downgraded to C from Caa1
  -- Cl. B-1, Downgraded to C from Caa2
  -- Cl. B-2, Downgraded to C from Ca

Issuer: Fremont Home Loan Trust 2005-C

  -- Cl. M7, Downgraded to Baa3 from Baa1
  -- Cl. M8, Downgraded to Ba3 from Baa2
  -- Cl. M9, Downgraded to Caa2 from Ba2

Issuer: Fremont Home Loan Trust 2005-D

  -- Cl. M2, Downgraded to A1 from Aa2
  -- Cl. M3, Downgraded to Baa1 from Aa3
  -- Cl. M4, Downgraded to Ba1 from A1
  -- Cl. M5, Downgraded to B2 from Baa1
  -- Cl. M6, Downgraded to Caa3 from Ba2
  -- Cl. M7, Downgraded to C from B3
  -- Cl. M8, Downgraded to C from Caa1
  -- Cl. M9, Downgraded to C from Caa2
  -- Cl. B1, Downgraded to C from Caa3
  -- Cl. B2, Downgraded to C from Ca

Issuer: Fremont Home Loan Trust 2005-E

  -- Cl. M2, Downgraded to A1 from Aa2
  -- Cl. M3, Downgraded to A3 from Aa3
  -- Cl. M4, Downgraded to Baa2 from A1
  -- Cl. M5, Downgraded to Ba3 from Baa1
  -- Cl. M6, Downgraded to Caa2 from Ba2
  -- Cl. M7, Downgraded to C from B2
  -- Cl. M8, Downgraded to C from B3
  -- Cl. M9, Downgraded to C from Caa2
  -- Cl. B1, Downgraded to C from Caa3
  -- Cl. B2-A, Downgraded to C from Caa3
  -- Cl. B2-B, Downgraded to C from Caa3
  -- Cl. B2-C, Downgraded to C from Caa3
  -- Cl. B2-D, Downgraded to C from Caa3

Issuer: Fremont Home Loan Trust 2006-1

  -- Cl. II-A-3, Downgraded to Aa3 from Aaa
  -- Cl. II-A-4, Downgraded to A2 from Aa2
  -- Cl. M-2, Downgraded to Caa2 from B3
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca

Issuer: Fremont Home Loan Trust 2006-2

  -- Cl. M-1, Downgraded to A1 from Aa2
  -- Cl. M-2, Downgraded to Baa1 from Aa3
  -- Cl. M-3, Downgraded to Ba1 from Baa1
  -- Cl. M-4, Downgraded to B2 from Ba2
  -- Cl. M-5, Downgraded to Caa2 from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3
  -- Cl. M-10, Downgraded to C from Ca

Issuer: Fremont Home Loan Trust 2006-3

  -- Cl. I-A-1, Downgraded to Baa1 from A2
  -- Cl. II-A-2, Downgraded to A2 from A1
  -- Cl. II-A-3, Downgraded to B3 from A3
  -- Cl. II-A-4, Downgraded to Caa1 from Baa1
  -- Cl. M-1, Downgraded to C from B1
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Caa3
  -- Cl. M-8, Downgraded to C from Ca

Issuer: Fremont Home Loan Trust 2006-A

  -- Cl. 2-A-3, Downgraded to Aa2 from Aaa
  -- Cl. 2-A-4, Downgraded to A1 from Aa2
  -- Cl. M-2, Downgraded to B3 from B2
  -- Cl. M-3, Downgraded to Ca from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca

Issuer: Fremont Home Loan Trust 2006-B

  -- Cl. 1-A, Downgraded to A3 from A2
  -- Cl. 2-A-3, Downgraded to B1 from Baa1
  -- Cl. 2-A-4, Downgraded to B2 from Baa2
  -- Cl. M-1, Downgraded to Ca from B1
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca

Issuer: Fremont Home Loan Trust 2006-C

  -- Cl. 2-A2, Downgraded to Baa3 from A1
  -- Cl. 2-A3, Downgraded to Ba1 from A3
  -- Cl. M1, Downgraded to Caa2 from B1
  -- Cl. M2, Downgraded to C from B2
  -- Cl. M3, Downgraded to C from B3
  -- Cl. M4, Downgraded to C from Caa1
  -- Cl. M5, Downgraded to C from Caa2
  -- Cl. M6, Downgraded to C from Caa3
  -- Cl. M7, Downgraded to C from Ca
  -- Cl. M8, Downgraded to C from Ca

Issuer: Fremont Home Loan Trust 2006-D

  -- Cl. 1-A1, Downgraded to Aa3 from Aaa
  -- Cl. 2-A2, Downgraded to A2 from Aaa
  -- Cl. 2-A3, Downgraded to Ba1 from Aaa
  -- Cl. 2-A4, Downgraded to Ba2 from Aa2
  -- Cl. M1, Downgraded to Caa2 from Baa2
  -- Cl. M2, Downgraded to C from B1
  -- Cl. M3, Downgraded to C from B2
  -- Cl. M4, Downgraded to C from B3
  -- Cl. M5, Downgraded to C from Caa1
  -- Cl. M6, Downgraded to C from Caa2
  -- Cl. M7, Downgraded to C from Caa3
  -- Cl. M8, Downgraded to C from Caa3
  -- Cl. M9, Downgraded to C from Ca

Issuer: Fremont Home Loan Trust 2006-E

  -- Cl. 1-A1, Downgraded to A2 from Aa1
  -- Cl. 2-A2, Downgraded to Baa3 from Aaa
  -- Cl. 2-A3, Downgraded to Ba1 from Aa1
  -- Cl. 2-A4, Downgraded to Ba2 from Aa3
  -- Cl. M1, Downgraded to Caa2 from Baa3
  -- Cl. M2, Downgraded to C from B1
  -- Cl. M3, Downgraded to C from B2
  -- Cl. M4, Downgraded to C from B3
  -- Cl. M5, Downgraded to C from B3
  -- Cl. M6, Downgraded to C from Caa1
  -- Cl. M7, Downgraded to C from Caa2
  -- Cl. M8, Downgraded to C from Caa3
  -- Cl. M9, Downgraded to C from Ca


FUSION TELECOMMUNICATIONS: Receives Amex Non-Compliance Notice
--------------------------------------------------------------
Fusion Telecommunications International, Inc., received notice
from the NYSE Alternext US LLC fka AMEX, indicating that the
company is not in compliance with certain of the Exchange's
continued listing standards.  Specifically, the notice cited that
Fusion is not in compliance with these sections of the Exchange
company Guide:

   -- Section 1003(a)(ii) in that Fusion has stockholders' equity
      of less than $4,000,000 and losses from continuing
      operations and net losses in three out of its four most
      recent fiscal years;

   -- Section 1003(a)(iii) in that Fusion has stockholders'
      equity of less than $6,000,000 and losses from continuing
      operations and net losses in its five most recent fiscal
      years; and,

   -- Section 1003(a)(iv) in that Fusion has sustained losses
      which are so substantial in relation to its overall
      operations or its existing financial resources, or its
      financial condition has become so impaired that it appears
      questionable, in the opinion of the Exchange, as to whether
      Fusion will be able to continue operations and meet its
      obligations as they mature.

In order to maintain its listing on the Exchange, the company
must submit plans to the Exchange by Nov. 17, 2008, addressing
how it intends to regain compliance with Section 1003(a)(iv) of
the Company Guide by April 10, 2009, and with Sections 1003(a)(ii)
and 1003(a)(iii) of the Company Guide by April 12, 2010.  If
the company does not timely submit the Plans, or if the Plans
are not accepted, the company will be subject to delisting
proceedings.  If the Plans are accepted, but the company is not
in compliance with the continued listing standards of the
Company Guide by April 10, 2009 and April 12, 2010, or if the
company does not make progress consistent with the Plans during
the plan periods, the Exchange Staff may initiate delisting
proceedings as it deems appropriate.

Management fully intends to submit the company's Plans to bring
itself into compliance with Sections 1003(a)(ii), (iii), and (iv)
of the Company Guide by the prescribed deadline of Nov. 17, 2008,
and expects that the Plans will demonstrate the company's ability
to meet the Exchange's continuing listing standards within the
required timeframe.  

                 About Fusion Telecommunications

Headquartered in New York City, Fusion Telecommunications
International, Inc. (AMEX:FSN) -- http://www.fusiontel.com/-- is  
an international communications carrier delivering voice-over
Internet protocol and other Internet services to, from, in and
between markets in Asia, the Middle East, Africa, Latin America
and the Caribbean.  

                       Going Concern Doubt

Rothstein, Kass & Company P.C., in Roseland, New Jersey,
expressed substantial doubt about Fusion Telecommunications
International 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 reported
that the company has had negative working capital balances,
incurred negative cash flows from operations and net losses since
inception and has limited capital to fund future operations.


GAINEY CORP: Court Approves Use of Up to $6.3MM Until Oct. 22
-------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Bankruptcy
Court for the Western District of Michigan gave authority to
Gainey Corp. and its debtor-affiliates to use as much as
$6.3 million in cash until Oct. 22, 2008.

Headquartered in Grand Rapids, Michigan, Gainey Corp.--
http://www.gaineycorp.com/-- provides trucking and freight-  
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,3000 workers including 1,900
truck drivers.

The Company and its subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Mich. Lead Case No. 08-09092) on Oct. 14,
2008.  Daniel F. Gosch, Esq., and John T. Schuring, Esq., at
Dickinson Wright, PLLC, represents the Debtors in their
restructuring efforts.  The Lead Debtor listed between $50 million
and $100 million in estimated assets and between $100 million and
$500 million in estimated debts.


GAINEY CORPORATION: Moody's Puts 'D' Rtngs After Bankruptcy Filing
------------------------------------------------------------------
Moody's Investors Service has downgraded the probability of
default rating of Gainey Corporation to D from Caa3.  In addition
to the probability of default rating downgrade, these rating
changes have occurred:

  -- Corporate family rating: to Ca from Caa2
  -- First lien revolving credit and term loan facility: to Ca LGD
     4 from Caa2 LGD 3

The downgrades follow Gainey's entering Chapter 11 protection
under the U.S. Bankruptcy Code on October 14, 2008.  The Ca LGD 4
rating on the bank credit facility reflects an expectation of a
weak to moderate level of recovery for lenders.

Subsequent to this rating action, Moody's will withdraw all its
ratings on Gainey Corporation.

Moody's last rating action on Gainey Corporation took place
May 16, 2008 when the corporate family rating was downgraded to
Caa2 from Caa1.

Gainey Corporation, headquartered in Grand Rapids, Michigan,
provides truckload transportation services, primarily through its
owned fleet, throughout the continental U.S. and certain provinces
of Canada.


GATEWAY ETHANOL: Court Extends Schedules Filing to October 31
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas extended, at
the behest of Gateway Ethanol, L.L.C., the deadline for the filing
of the Debtor's schedules of assets and liabilities,
schedules of current income and expenditures, statements of
financial affairs, and statements of executory contracts to
Oct. 31, 2008.

On Oct. 5, 2008, the Debtor filed for Chapter 11 protection and
asked the Court to grant it an extension to file its Schedules and
Statements.

At the time of filing its voluntary petition, the Debtor filed a
matrix listing its known creditors' and interested parties' names
and addresses.  The matrix contains the names and addresses of
about 350 creditors and parties in interest.  

The Debtor told the Court that it was unable to complete and file
its Schedules and Statements with its petition due to:

     -- the Debtor's necessity to quickly file its Chapter 11
        petition;

     -- the nature of the Debtor's business and its assets,
        liabilities, financial and transactional records,
        executory contracts, and unexpired leases; and

     -- the number of demands on the personnel possessing
        information necessary to complete schedules.

                      About Gateway Ethanol

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The Company filed for bankruptcy
protection on Oct. 5, 2008 (Bankr. D. Ks. Case
No. 08-22579).  Laurence M. Frazen, Esq., Megan J. Redmond, Esq.,
and Tammee E. McVey, Esq., at Bryan Cave, LLP, represent the
Debtor in its restructuring efforts.  In its filing, the Debtor
listed estimated assets between $50 million to
$100 million and estimated debts between $50 million to
$100 million.


GATEWAY ETHANOL: Seeks Court OK to Employ Bryan Cave as Counsel
---------------------------------------------------------------
Gateway Ethanol, L.L.C., seeks permission from the U.S. Bankruptcy
Court for the District of Kansas to employ Bryan Cave LLP as its
bankruptcy counsel.

The Firm will, among other things, advise the Debtor on its
rights, powers, and duties in its Chapter 11 case, and on any
arbitration and litigation matters in which the Debtor may be
involved, including continued prosecution or defense of actions
and negotiations on the Debtor's behalf.

The Firm will charge the Debtor these hourly rates:

           Partners                 $350 - $530
           Counsel/Associates       $185 - $345
           Paraprofessionals         $85 - $165

Laurence M. Frazen, Esq., a partner at the Firm, and Tammee E.
McVey, Esq., an associate at the Firm, assure the Court of the
Firm's disinterestedness and that the Firm doesn't hold or
represent any interests adverse to that of the estate, or the
Debtor.

                      About Gateway Ethanol

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The Company filed for bankruptcy
protection on Oct. 5, 2008 (Bankr. D. Ks. Case
No. 08-22579).  Laurence M. Frazen, Esq., Megan J. Redmond, Esq.,
and Tammee E. McVey, Esq., at Bryan Cave, LLP, represent the
Debtor in its restructuring efforts.  In its filing, the Debtor
listed estimated assets between $50 million to
$100 million and estimated debts between $50 million to
$100 million.


GC PHOENIX: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: GC Phoenix Desert, L.L.C
        3049 W. Ina Road, Suite 111
        Tucson, AZ 85741

Bankruptcy Case No.: 08-14489

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
GC Sierra Vista-M&F, L.L.C.                        08-14490
GC Northern Crossing, L.L.C.                       08-14492
GC Southwest Holding Company                       08-14494

Type of Business: The Debtors operate a chain of restaurants.

Chapter 11 Petition Date: October 17, 2008

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Scott D. Gibson, Esq.
                  SGibson@gnglaw.com
                  Gibson, Nakamura & Green, PLLC
                  2329 N. Tucson Blvd.
                  Tucson, AZ 85716
                  Tel: (520) 722-2600
                  Fax: (520) 722-0400

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.


GENERAL GROWTH: Hikes Interim CFO's Annual Salary to $710,000
-------------------------------------------------------------
General Growth Properties, Inc. disclosed in a Securities and
Exchange Commission filing on Oct. 10, 2008, that it increased
Edmund Hoyt's annual salary to $710,000 effective as of Oct. 2,
2008 and continuing for the period he serves as the Company's
interim Chief Financial Officer.

No other modifications to Mr. Hoyt's compensation arrangements
have been made in connection with his appointment as the Company's
interim Chief Financial Officer.

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

                           *     *    *


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

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

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

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

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

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

Fitch has also downgraded and withdrawn these ratings:

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

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


GENERAL MOTORS: Unable to Secure Financing for Chrysler Merger
--------------------------------------------------------------
General Motors Corp. is still unable to secure the financing
necessary for its acquisition of Chrysler LLC, John D. Stoll and
Jeffrey McCracken at The Wall Street Journal report, citing people
familiar with the matter.

WSJ relates that outside money is needed to fund the cost-cutting
-- especially buyouts and severance packages for tens of thousands
of hourly and salaried employees, which could total as much as
40,000 jobs if a deal between GM and Chrysler succeeds.  WSJ says
that GM is already using up more than $1 billion in cash a month.

According to WSJ, GM considers the merger as a better way to
ensure the continued funding of hundreds of thousands of the
United Auto Workers union retiree pensions and health-care
benefits.  The report states that the new company would produce
above $250 billion in yearly revenue, while owning more than 30%
of the U.S. market, and have an estimated $30 billion in cash,
thus improving the firm's credit rating and lessening the
possibility of a bankruptcy filing by GM or Chrysler.

WSJ relates that several of the potential lenders are still
unconvinced.  According to the report, credit markets are
extremely tight, and a number of lenders are fearful of the
complexity and scale of a merger between two industrial giants
during an economic crisis.  The report says that supporters of the
deal could go to the U.S. government, arguing that a merger is
vital to the survival of the domestic auto industry.  

GM, Cerberus, and the banks could sell a stake in the new company
to the federal government, according to WSJ.  WSJ quoted a source
as saying, "It is still early days, but to make people feel more
comfortable or to get investors to buy in, you have to think a
government role would be important.  That role could take a lot of
forms, but it would be very important.  The government may need to
make it happen."

GM and Cerberus will still decide on how the transaction would be
structured, WSJ states, citing two people involved in the talks.

                  Merger Not Good for Michigan

Matthew Dolan at WSJ relates that a GM-Chrysler merger would land
a heavy economic blow on Michigan, which is already battered by
home foreclosures and the loss of tens of thousands of auto-
industry jobs over the last few years.  The report states that
since 2005, GM, Chrysler, and Ford Motor Co. have cut more than
100,000 jobs across the U.S., making the Detroit area one of the
highest foreclosure rates in the country, and making the economy
so dire that the U.S. State Department cut back on the placement
of Iraqi refugees in Michigan.

According to WSJ, Michigan's unemployment rate in August was 8.9%,
the highest in the U.S.  Economists suspect it could further
increase in 2009, even without a GM-Chrysler deal, the report
says.  Michigan, according to the report, had 13,605 foreclosure
filings in September, fourth highest in the U.S.

WSJ reports that analysts expect GM job cuts and closures at
several Chrysler facilities in Michigan that could be replaced by
GM operations.

                    About General Motors

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

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

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

                      About Chrysler LLC

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

                         *     *     *

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

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


GLOBAL WINE: Operations Taken Over by Oak Ridge Winery
------------------------------------------------------
The Record (Cal.) reports that Oak Ridge Winery has taken over
operations of Global Wine Group, under terms of Global's Chapter
11 bankruptcy reorganization.

Oak Ridge general manager Nicholas Karavidas said Oak Ridge will
continue to produce, bottle and sell wine under the Hidden Jewel
label, the wine brand developed by Global.  Mr. Karavidas said the
Hidden Jewel tasting room on Woodbridge Road west of Highway 99
will remain in operation under separate management but receiving
wine from Oak Ridge.

Global changed its labels to California's Jewel Collection and,
finally, Hidden Jewel after being hurt by aggressive sales plans
that fell short and a 2006 trademark lawsuit from American Stores
Co. of Boise, Idaho.

It was forced into bankruptcy in November by three private
investors, collectively claiming the company had defaulted on
nearly $1.5 million in unsecured notes.

Global Wine Group aka Triad Global Group --
http://www.globalwinegroup.com/-- founded in 1998, is based in  
Woodbridge, California.  Jewel was named in 2003 as one of the
fastest-growing brands in the United States, producing more than
80,000 cases a year.  Court filings show that a Chapter 7
involuntary liquidation filed against Global Wine on Nov. 30,
2007, was converted to Chapter 11 on April 1, 2008.  Judge
Christopher M. Klein of the U.S. Bankruptcy Court for the Eastern
District of California presides over the case (no. 07-30279).  The
Debtor is represented by Julia P. Gibbs, Esq.  It reported assets
of $1.12 million and liabilities of $8.67 million in court
documents filed May 28, according to Sacramento Business Journal.


GOODYEAR TIRE: CFO Schmitz Resigns, Darren R. Wells Assumes Role
----------------------------------------------------------------
The Goodyear Tire & Rubber Company disclosed that W. Mark
Schmitz, executive vice president and chief financial officer,
has elected to leave the company to pursue other interests.  
Darren R. Wells, previously senior vice president of finance and
strategy, has been named to replace Mr. Schmitz as CFO effective
immediately.

Mr. Schmitz, served the company as chief financial officer for
the past 14 months.  Mr. Wells, 42, was one of the key leaders
and architects of the company's financial restructuring since
joining the company from Visteon Corp. six years ago as
Goodyear's vice president and treasurer.  Mr. Wells was promoted
to senior vice president business development and treasurer in
May 2005, and to his most recent position in March 2007.

"The innovative plans to restructure our balance sheet executed
under [Mr. Wells'] leadership served as the foundation of the
company's rebirth as a stronger, more respected competitor in the
tire industry," Robert J. Keegan, chairman and chief executive
officer, said.  "As chief financial officer, [Mr. Wells] will
use his outstanding business and financial skills and strong
leadership capabilities to generate shareholder value."

A native of Indianapolis, Mr. Wells earned his bachelor of arts
degree from DePauw University in Greencastle, Indiana, and his
MBA in finance from Indiana University.  He held positions of
increasing importance in 10 years at Ford Motor Company,
including assignments in Australia for Ford Credit and Ford
Investment Enterprises. He returned to the U.S. in 2000 as
assistant treasurer of Visteon.

Mr. Schmitz was with Tyco International's Fire and Security
segment as vice president and chief financial officer for four
years prior to joining Goodyear.

"We appreciate [Mr. Schmitz'] contributions during a challenging
period in our industry and in the global economy, and wish him
well in the next phase of his career," Mr. Keegan said.

                          Liquidity Woes

As reported in the Troubled Company Reporter on Sept. 29, 2008,
Goodyear Tire stated that it will draw $600 million from its
existing U.S. revolving credit facility due to a temporary delay
in its ability to access $360 million of cash currently invested
with The Reserve Primary Fund.  The funds will also be used to
support seasonal working capital needs and to enhance the
company's cash liquidity position.

                       About Goodyear Tire

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest   
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 60 facilities in 26 countries
and employs 80,000 people worldwide.  Goodyear has subsidiaries in
New Zealand, Venezuela, Peru, Mexico, Luxembourg, Finland, Korea
and Japan, among others.  

                          *     *     *

As reported by the Troubled Company Reporter-Europe on March 6,
2008, Fitch Ratings upgraded The Goodyear Tire & Rubber Company's
Issuer Default Rating to 'BB-' from 'B+' and senior unsecured debt
rating to 'B+' from 'B-/RR6'.    


GOODY'S FAMILY: To Exit Bankruptcy After Oct. 20 Plan Effectivity
-----------------------------------------------------------------
Goody's Family Clothing, Inc. disclosed that the company's
Second Amended Plan of Reorganization proposed by Goody's Family
Clothing, Inc., its Subsidiary Debtors and the Official Committee
of Unsecured Creditors became effective on Oct. 20,2008, marking
the company's emergence from Chapter 11 bankruptcy.  The Plan was
confirmed by order of the United States Bankruptcy Court for the
District of Delaware on Oct. 7, 2008.

During the Chapter 11 bankruptcy, Goody's streamlined and
reorganized its operations to improve the business model,
significantly reduced operating costs, and maximized the value of
core assets.  This included the closure and liquidation of
69 underperforming retail locations in 18 states, the closing of
a distribution center in Arkansas and a corporate office in New
York, and the elimination of excessive corporate spending.  In
addition, Goody's eliminated the Company's e-commerce business,
well as an associated distribution center in Tennessee.

"We believe we have significantly strengthened both our business
and capital structure and this will allow Goody's to continue to
build on its 55-year heritage," Paul White, Goody's Chief
Executive Officer, stated.  "Our Plan has enabled us to eliminate
considerable costs from our business and we now have a profitable
store base that is more efficient and productive.  Importantly,
this was all done while continuing to manage our stores without
interruption and successfully serve our customers.

"I am particularly pleased that we were able to accomplish this
restructuring in such an expeditious fashion," Mr. White
continued.  "This is due in great part to the planning, hard
work, and execution of our management team, employees and our
external advisors.  Further, our customers and vendor partners
have been critical in the effort to successfully complete this
restructuring.  We therefore thank them for their support and
look forward to continuing these strong and important
relationships.  Looking ahead, we are energized by the
opportunity in front of us and are focused on continuing to
fulfil the Goody's mission: to be a one-of-a-kind destination,
offering great value and exceptional customer service in
convenient locations that are close to home."

In conjunction with the Plan, Goody's has closed a $175 million
revolving exit credit facility provided by GE Corporate Lending
and Bank of America, N.A.  In addition, Goody's has secured
$10 million and $35 million exit term loans from GB Merchant
Partners, LLC and PGDYS Lending LLC.

                       About Goody's Family

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

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

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

GREEKTOWN CASINO: Bankruptcy Exit Preparations Cue Board Revamp
---------------------------------------------------------------
Greektown Casino disclosed changes to the casino's management
board and executive team, including reducing the number of board
members and appointing outside professionals who possess
experience in gaming operations, business restructuring and
general business management.

The changes, disclosed at a Michigan Gaming Control Board meeting,
are part of an ongoing focus by the Sault Ste. Marie Tribe of
Chippewa Indians and the Kewadin Gaming Authority to position
Greektown Casino for a timely exit from bankruptcy that maximizes
value for creditors and tribal members.

As Greektown moves closer to completing its permanent casino
and hotel complex, the new management board will play a key role
in setting the future strategy for the casino and addressing the
challenges and opportunities Greektown faces as it works through
reorganization.

"The new Sault Tribe Board elected in June and the Kewadin
Gaming Authority have determined that a new management direction
is needed at Greektown Casino to chart a course that will
maximize the value of the asset for our tribal members,
creditors, and the State of Michigan," Joe McCoy, Sault Tribe
Board chairman.  

"Pending MGCB approval, the new members of the management board
are business people with the experiences and qualifications to
take us through the completion of our permanent casino and to
put the Tribe in the best position possible as we exit
Chapter 11 next year.  While a difficult decision, it is the
correct decision for the casino, our tribal members and all other
stakeholders."

The new Greektown Casino management board will have five
members instead of 12.  Initially three, and eventually four,
of the new members will be professionals who are not members of
the  Sault Tribe.  The new management board members were
identified in a thorough search for individuals with gaming
industry experience, reorganization experience and significant
business management experience.  Names will be disclosed in the
coming weeks.        

In addition, Greektown Casino CEO Craig Ghelfi has tendered
retirement effective October 31 after more than four decades
in casino management at many properties in various states.
Mr. Ghelfi, who disclosed his retirement to the casino's senior
staff, said he wants to spend more time playing tennis, fishing
and being with his family.

"We are grateful for [Mr.] Ghelfi's contributions to Greektown
Casino," McCoy said.  "He is a true professional who helped guide
the property through an extraordinarily challenging casino
construction project, and we thank him for his years of
dedicated service.  We are conducting an intensive nationwide
search for a replacement."

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC and its
affiliates -- http://www.greektowncasino.com/-- operates world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.

Greektown Casino employs approximately 1,971 employees, and
estimates that it attracts over 15,800 patrons each day, many of
whom make regular visits to its casino complex and related
properties.  In 2007, Greektown Casino achieved a 25.6% market
share of the metropolitan Detroit gaming market.  Greektown Casino
has also been rated as the "Best Casino in Michigan" and "Best
Casino in Detroit" numerous times in annual readers' polls in
Detroit's two largest newspapers.

The company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.  

(Greektown Casino Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).                        


GROVE CITY: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: Grove City Materials, L.P.
                3440 US Route 422
                New Castle, PA 16101

Case Number: 08-26639

Involuntary Petition Date: October 3, 2008

Court: Western District of Pennsylvania (Pittsburgh)

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

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Carlson Mining                 contract             $890,000
166 Mt. Herman Church Road
New Castle, PA 16101


GSC ABS: Poor Credit Quality Cues Moody's to Trim Notes Ratings
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of four
classes of notes issued by GSC ABS CDO 2006-1c, Ltd. The notes
affected by the rating action are:

Class Description: $54,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Prior Rating Date: April 29, 2008
  -- Current Rating: Ca

Class Description: $40,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: April 29, 2008
  -- Current Rating: Ca

Class Description: $26,000,000 Class B Floating Rate Deferrable
Subordinate Secured Notes Due 2046

  -- Prior Rating: B1, on review for possible downgrade
  -- Prior Rating Date: April 29, 2008
  -- Current Rating: C

Class Description: $20,000,000 Class C Floating Rate Deferrable
Junior Subordinate Secured Notes Due 2046

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Prior Rating Date: April 29, 2008
  -- Current Rating: C

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Trustee on October 8, 2008, of an event of default that
occurs when the Net Outstanding Portfolio Balance on such
Determination Date plus the MVS Account Excess as of such
Determination Date is less than (b) the sum of the Remaining
Unfunded Notional Amount plus the Outstanding Swap Counterparty
Amount plus the Aggregate Outstanding Amount of the Class A-1
Notes, as described in Section 5.1(h) of the Indenture dated
March 31, 2006.

GSC ABS CDO 2006-1c, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.


GWLS HOLDINGS: Blames Chapter 11 Filing to High Fuel Cost
---------------------------------------------------------
GWLS Holdings Inc. together with its 50 affiliates filed for
voluntary petition under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.

The company attributed the filing to (i) significant fuel price
increases; (ii) significant industry-wide freight declines in the
prior decade; (iii) revenue shortfalls in the company's business
that affected profitability; (iv) variety of volume and customer-
related issues that impacted profitability; and (v) unexpected
increase in required collateral for insurance.

In conjunction with the filing, the company asked the Court to
obtain as much as $73.6 million in debtor-in-possession financing
from a group of financial institution led by UBS AG, Standford
Branch, as administrative agent and issuing lender.  The proceeds
of the loan will be used to fund ongoing operations of the
company's business including payment of payroll and contract
obligations as it restructure its debt.

The company intends to access at least $45 million in financing on
the interim basis.

The loans will bear interest at Base Rate of 5.25% and the
greater of the Federal Funds Rate plus 3% and the prime commercial
lending rate of the lender plus the applicable margin at 6%.

The company's executive vice president and chief financial
officer, Stephen Bishop, said the company is planning to commence
a sale process, on an expedited basis, subject to competitive
bidding and auction.  The company is expected to consummate by
Jan. 31, 2009, he continued.

The company listed assets and debts between $500 million and
$1 billion each in its filing.  The company had consolidated
unaudited revenues of $881.5 million for the eight month period
ending Aug. 30, 2008.  The company owes 113,070,892 to
its unsecured creditors including UBS Securities LLC owing
$90,000,000 in bank loan; Comdata Corporation owing $2,500,000 in
trade; and Fenway Partners owing $2,000,000 in contract.

Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
represent the company as its counsel.

The company selected Willkie Farr Gallagher LLP as its co-counsel
and Miller Buckfire & Co., LLC as its financial advisor.

Kurztman Carson Consultants LLC will serve as the company's
claims agent.

                        About GWLS Holdings

Headquartered in Dallas, Texas, GWLS Holdings Inc. --
http://www.greatwide.com/-- operates trucking and logistics
company.  The company operates through four lines of business (i)
dedicated transport; (ii) truckload management; freight brokerage;
and (iv) distribution logistics.  The company has roughly 2,935
full-time and 116 part-time employees.


GWLS HOLDINGS: Case Summary & 50 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: GWLS Holdings, Inc.
        12404 Park Central Drive, Suite 300 South
        Dallas, TX 75251

Bankruptcy Case No.: 08-12430

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Greatwide Logistics Services, Inc.                 08-12431
Transport Industries Holdings, L.P.                08-12432
Transport Industries, L.P.                         08-12433
American Trans-Freight, LLC                        08-12434
Greatwide Truckload Management, LLC                08-12435
Cheetah Transportation, LLC                        08-12436
ATF Management, LLC                                08-12437
Trans Coastal Trucking, L.L.C.                     08-12438
AFT Flatbed, LLC                                   08-12439
National Transportation Specialists, LLC           08-12440
ATF Van, LLC                                       08-12441
ATF Leasing, LLC                                   08-12442
ATF Logistics, LLC                                 08-12443
ATF Trucking, LLC                                  08-12444
Dallas & Mavis Holdings, LLC                       08-12445
Dallas & Mavis Specialized Carrier Co., LLC        08-12446
RKHL Holdings, LLC                                 08-12447
RK Holdings and Leasing, Inc.                      08-12448
Total Warehousing, Inc.                            08-12449
Total Warehousing/Ontario, L.L.C.                  08-12450
TIH Cargo-Master Holding Company, LLC              08-12451
Cargo-Master, Inc.                                 08-12452
Golman-Hayden Company, Inc.                        08-12453
Greatwide Canada Holdings, Inc.                    08-12454
Greatwide Dedicated Transport, L.P.                08-12455
Greatwide Dedicated Transport II, Inc.             08-12456
Brisk Transportation, L.P.                         08-12457
Greatwide Southpoint Holdings, LLC                 08-12458
Sunshine Carriers, Inc.                            08-12459
Southpoint Distributing, Inc.                      08-12460
THI Am-Can Holding Company, LLC                    08-12461
A-C Leasing, L.L.C.                                08-12462
Am-Can Transport Service, Inc.                     08-12463
A-C Logistics, L.L.C.                              08-12464
Greatwide Dedicated Transport III, Inc.            08-12466
CDL Leasing, Inc.                                  08-12467
CDL Diesel Repair, LLC                             08-12468
Camrett Brokerage, Inc.                            08-12469
May Trucking, LLC                                  08-12470
Greenhead, Ltd.                                    08-12472
Cousins, Ltd.                                      08-12473
Stewart Stiles Truck Line, Inc.                    08-12474
Avenue K, Ltd.                                     08-12475
Bachelor Creek, Ltd.                               08-12476
Avenue W, Ltd.                                     08-12477
Transport Industries Equipment Services, L.L.C.    08-12479
Greatwide Transportation Management Services, Inc. 08-12480
TII Holdings GP, LLC                               08-12481
TI GP, LLC                                         08-12482
TI Sub GP, LLC                                     08-12483

Type of Business: The Debtors operate trucking and logistics
                  company.

                  According to the Troubled Company Reporter on
                  Jul 15, 2008, Standard & Poor's Ratings Services
                  lowered its corporate credit ratings on GWLS
                  Holdings Inc. to 'D' from 'B-'.
     
                  Concurrently, S&P lowered the rating on the
                  company's primary operating subsidiary Greatwide
                  Logistics Services Inc.'s $70 senior secured
                  revolving credit facility, $300 million secured
                  first-lien term loan, and $127 million secured
                  second-lien term loan to 'D', the same level as
                  the corporate credit rating.
      
                  "The downgrade follows the company's June 30,
                  2008, failure to meet scheduled interest and
                  principal payments on its debt," said Standard &
                  Poor's credit analyst Anita Ogbara.  The lending
                  group has approved a forbearance agreement which
                  the company believes will allow sufficient time
                  to negotiate new terms under its credit
                  agreement.

                  See: http://www.greatwide.com/

Chapter 11 Petition Date: October 20, 2008

Court: District of Delaware (Delaware)

Debtors' Counsel: Robert S. Brady, Esq.
                  bankfilings@ycst.com
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253

Debtors' Co-Counsel: Willkie Farr Gallagher LLP

Financial Advisor: Miller Buckfire & Co., LLC

Estimated Assets: $500 million to $1 billion

Estimated Debts: $500 million to $1 billion

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
UBS Securities LLC             bank loan         $90,000,000
Attn: Christopher Gomes
677 Washington Boulevard
Stamford, Connecticut 06901
Fax: (203) 719-4176

Comdata Corporation            trade             $2,500,000
Attn: Patrick Franz
300 Riverchase Parkway East
Birmingham, AL 35244
Tel: (800) 833-7160
     (972) 491-3902

Fenway Partners                contract          $2,000,000
Attn: David Richman
152 W. 57th Street, 59th fl.
New York, NY 10019
Tel: (212) 698-9941

Pilot Fuel Corporation         trade             $1,435,667
Attn: Vince Greco or
      Kristi Rains
P.O. Box 502711
St. Louis, MO 63150
Tel: (229) 244-3179
     (800) 562-6210

Primerica Life Insurance       insurance         $1,409,884
Services
242 Trumbull Street
P.O. Box 150449
Hartford, CT 06115-0449

Ryder Transportation Services  trade             $200,260

CR England Inc.                trade             $192,000

Penske Truck Leasing Co. LP    trade             $186,294

Peoplenet                      trade             $127,899

Qualcomm                       trade             $122,702

UPS                            trade             $117,314

Qwest                          trade             $112,419

Ameriplan Benefit Corp.        trade             $100,000

Demerit Brothers               trade             $98,986

Rode Fuel                      trade             $85,868

Stanley Fastening Systems      trade             $83,000

LRC Trucking                   utility           $75,030

Mondics Insurance Group        insurance         $74,750

Stanley Freight LLC            trade             $74,445

James A. Smith Transportation  trade             $65,127

D&M Transport Inc.             trade             $63,647

Priority Transport Inc.        trade             $59,050

Hendrickson Trucking           trade             $57,844

Great Dane Trailers            trade             $52,045

Hollenbeck Enterprises         trade             $50,205

LA Xpress Assembly             trade             $49,410

National Semi-Trailer Corp.    trade             $47,000

Bridgestone Bandag             trade             $45,220

Michelin North America         trade             $44,260

Senco Products Inc.            trade             $42,319

Randall Manufacturing LLC      trade             $41,225

VIP Xpress Inc.                trade             $41,185            

Kings Way Express Inc.         trade             $40,968

Blanchard & Johnson            trade             $38,520

ACT LLC                        trade             $37,865

Big Rock Transport             trade             $37,574

LGS Express Inc.               trade             $36,060

Caliber Distribution LLC       trade             $34,190

RAJ Express                    trade             $33,700

Blue Ribbon Distributing       trade             $32,800

Tricor Industrial Inc.         trade             $29,000

Southern International Inc.    trade             $28,966

Transport International Pool   trade             $27,894

Landstar                       trade             $27,105

GIX Logistics                  trade             $25,705

SSI Petroleum                  trade             $24,129

Ferrel Gas                     trade             $23,075

Ft. Worth Bolth & Tool Ltd.    trade             $23,023

F/G Products Inc.              trade             $22,154


HAMIL CORP: Files List of 20 Largest Unsecured Creditors
--------------------------------------------------------
The Hamil Corporation filed in the U.S. Bankruptcy Court for the
Northern District of Georgia a list of its 20 largest creditors
with unsecured claims.

The creditors are:

     Accountnet Inc.                   $24,310
     3920 Westbrook Road
     Suwanee, GA 30024

     Boring Technologies               $43,409
     1037 Laurel Ridge Drive
     Mcdonough, GA 30252

     Concrete Supply                   $72,273
     P.O. Box 313
     Fayetteville, GA 30214
     
     D&S Environmental                 $17,280
     252 Manassas Mile
     Fayetteville, GA 30215

     Foley Products                    $26,518
     P.O. Box 2447
     Columbus, GA 31902

     Georgia Environmental Services    $35,280
     128 Jackson Avenue
     Gray, GA 31032

     Georgia Explosives LLC            $79,207
     8855 Bright Star Road
     Douglasville, GA 30134
      
     Great Northern Construction      $250,968
     P.O. Box 924
     Norcross, GA 30091

     Machine Construction Co.          $74,319
     P.O. Box 967
     Sharpsburg, GA 30277

     Mainline Supply Co.               $98,719
     P.O. Box 934450
     Atlanta, GA 31193

     Nasser Heavy Equipment           $176,393
     525 Hurricane Shoals Road
     Lawrenceville, GA 30045

     Prime Rate                        $25,208
     P.O. Box 580016
     Charlotte, NC 28258

     Roosevelt Landfill & Dirt         $18,020
     P.O. Box 686
     Experiment, GA 30212

     Smithville Industries             $91,675
     P.O. Box 47517
     Atlanta, GA 30360

     Southeast Culvert                  $141,357
     P.O. Box 999
     Auburn, GA 30011

     Spalding Co. Tax Comm               $64,723
     P.O. Box 509
     Griffin, GA 30224

     Stafford Equip.                     $103,757
     540 Hosea Road
     Lawrenceville, GA 30045

     Sunbelt Rentals                      $28,961
     P.O. Box 281961
     Atlanta, GA 30384

     Wrights Hydroseeding                 $24,482
     175 Walter Way, Suite B
     Fayetteville, GA 30214

     Young Petroleum                      $19,310
     P.O. Box 830
     Griffin, GA 30224

                       About Hamil Corp.

Griffin, Georgia-based The Hamil Corporation offers industrial
construction services.  The company filed for Chapter 11
protection on Oct. 6, 2008 (Bankr. N. D. Ga. Case No. 08-12916).  
Scott B. Riddle, Esq., who has an office at Resurgens Plaza,
Atlanta, Georgia, represents the company in its restructuring
effort.  The company listed assets of $10 million to $50 million
and debts of $1 million to $10 million.


HARLEY-DAVIDSON: Moody's Downgrades Ratings on Two Loan Trusts
--------------------------------------------------------------
Moody's downgraded three tranches from two vehicle loan
transactions issued by Harley-Davidson Motorcycle Trust which were
placed on review for possible downgrade on June 16, 2008.  In all
cases, the decisions were prompted by current low enhancement
levels relative to our updated expected loss projections.

Complete rating actions are:

Issuer: Harley-Davidson Motorcycle Trust 2007-2

  -- Cl. C, Downgraded to Ba2 from Baa2

Issuer: Harley-Davidson Motorcycle Trust 2007-3

  -- Cl. B, Downgraded to A1 from Aa3
  -- Cl. C, Downgraded to Ba2 from Baa2


HERITAGE FORD: Files for Chapter 11 Bankruptcy in Tennessee
-----------------------------------------------------------
Cookeville, Tenn.-based Heritage Ford-Lincoln-Mercury and Middle
Tennessee RV LLC aka Middle Tennessee Airstream, both owned by
Jamie Vergara, filed separate petitions for Chapter 11 protection
last week, Liz Engel of the Herald-Citizen (Cookeville, Tennessee)
reported Wednesday.  Both dealerships continue to operate while
undergoing reorganization under Chapter 11, but the Heritage Ford
Wholesale Super Center on Neal Street has been closed.

The Herald-Citizen say that the bankruptcy filings are connected
with the slump in auto sales, particularly in the truck market.

Heritage Ford-Lincoln-Mercury Inc. and Middle Tennessee Airstream
operate as vehicle dealerships in Cookeville, Tennessee.  Heritage
Ford-Lincoln-Mercury and Middle Tennessee Airstream filed separate
petitions for Chapter 11 relief on Oct. 9, 2008 (Bankr. M.D. Tenn.
Case Nos. 08-09286 and 08-09283, respectively).  In court
documents, Heritage listed assets of less than $50,000, and debts
of $50,000 to $100,000.  Middle Tennessee listed assets and debts
of less than $50,000 each.


HOME INTERIORS: Wants to Use Cash Collateral Until Feb. 27, 2009
----------------------------------------------------------------
Home Interiors & Gifts Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas for authority
to use collateral securing their obligations to their lenders,
pursuant to a budget.  This the Debtors' third request for
authority to use cash collateral.  On July 3, 2008, the Court
issued its final order authorizing Debtors' use of Cash Collateral
through and including Oct. 31, 2008.

Pending a final hearing, the Debtors request that they be given
interim authority to use Cash Collateral to expire on the earlier
of (i) the conclusion of a Final Hearing on its Third Cash
Collateral Motion, or (ii) further Court order.

                Need for Cash Collateral Explained

The Debtors tell the Court that they need to use the Pre-Petition
Lenders' Cash Collateral to fund their businesses and maintain
their going concern values, and that without the use of Cash
Collateral, they cannot continue to operate, and their
reorganization efforts will come to an abrupt end, causing
irreparable injury to their business and the bankruptcy estates.

                       Pre-Petition Lenders

The Debtors' Pre-Petition Lenders are NexBank, SSB, as
administrative agent for itself and and certain other pre-petition
lenders, whose aggregate exposure to the Debtors are in excess of
$380 million.

These loans are secured by substantially all of the assets of the
Debtors, including, without limitation, all accounts, inventory,
and general intangibles.  The pre-petition lenders assert that
their security interests in the Petition Collateral extend to
rents, income, receipts, revenues, issues, profits and cash
proceeds of the Pre-Petition Collateral, and such property
constitues Cash Collateral of the Pre-Petition Lenders.

With the exception of allegations made by the Committee of
Unsecured Creditors and certain other Minority Lenders in  
pleadings filed on Oct. 3, 2008, the Debtors are not presently
aware of any basis to challenge the validity, perfection,
enforceability, or priority of the liens and security interests in
the Pre-Petition Collateral granted by the Debtors to the Pre-
Petition Lenders.

             Adequate Protection/Superpriority Claim
  
As adequate protection for any resulting decrease in the value of
the collateral of the Pre-Petition Lenders, the Debtors request
for authority to grant the Pre-Petition Lenders valid and
perfected replacement liens in and liens on all post-petition
assets and properties of the Debtors, whether now existing or
newly acquired or arising, and all proceeds and products thereof.

The replacement liens will be prior and senior to all liens and
encumbrances of all other secured creditors in and to such Post-
Petition Collateral granted or arising after the Petition Date.

                            Carve-Out

The Debtors likewise request that a Carve-Out be established for
the reasonable professional fees of the Debtors and the Creditors'
Committee for fees and expenses incurred after Oct. 31, 2008.  The
Carve-Out will consist of $60,000 per month for the Debtors'
business consultant and CRO, the sum of $415,000 per month for the
Debtors' other professionals, and the sum of $125,000 per month
for the Creditors' Committee and its advisors.

                     About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and           
distributes indoor and outdoor home decorative accessories.  It
was founded by Mary Crowley in 1957.  Through its affiliates,
the company has a significant presence in Mexico, Puerto Rico,
and Canada.  Annual revenue in 2007 reached $300 million.  When
Mary Crowley, died in 1986, her son, Don Carter continued the
business operation nearly debt-free.  In a leveraged transaction
in 1998, private equity firm of Hicks, Muse, Tate, and Furst
acquired 66% of the parent company, which resulted in the
imposition of more than $500 million in debt on the Debtors.  In
the face of decreased sales and increased debt load, bondholders
canceled their debts in February 2006 in exchange for receiving
most of the outstanding equity of the Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico
and Puerto Rico significantly increased.

The company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.
08-31961).  Andrew Jillson, Esq., Cameron Kinvig, Esq., Robert
McCormick, Esq., and Mike Massad, Esq., at Hunton & Williams, LLP,
represent the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 6 has appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  Richard A. Lindenmuth,
at Boulder International LLC, is designated as CRO.  Munsch Hardt
Kopf & Harr, PC represents the Committee in these cases.  When the
Debtors filed for protection against their creditors, they listed
assets and debts of between $100 million and $500 million each.


HRP MYRTLE: Hearing on Lenders' Objection to Financing Set Oct. 22
------------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the agent for the
senior secured lenders owed $15 million by HRP Myrtle Beach
Holdings LLC and its debtor-affiliates told the U.S. Bankruptcy
Court for the District of Delaware that the Debtors have "no
realistic prospect for a successful reorganization" and for that
reason don't need to employ nine different professional firms.

On another topic, the Court, according to the report, has
scheduled on Oct. 22 a hearing to consider the objection of the
agent for the junior secured noteholders to the $2 million in
secured financing that would impose a new lien senior to the
holders of the 12.5 percent notes.  The agent for the junior
lenders says they are entitled to protection for the use of their
collateral, according to the report.

                      About HRP Myrtle

Based 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).  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.


HURD WINDOWS: U.S. Trustee Names 5 Members to Creditors Panel
-------------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 6, appoints five
members to the Official Committee of Unsecured Creditors in Hurd
Windows and Doors, Inc.'s Chapter 11 cases.

The Committee members are:

   1) UIS, Inc.                     
      15 Exchange Place             
      Jersey City, NJ 07302         
                              
   2) Oldcastle Glass               
      5103 Janice Avenue            
      Schofield, WI 54476
                              
   3) Prochnow Transport, Inc.
      1360 Donald Street
      P.O. Box 565
      Medford, WI 54451

   4) B & B Engineering Corporation
      610 Jensen Drive
      P.O. Box 505
      Medford, WI 54451

   5) Linetec
      725 S. 75th Avenue              
      Wausau, WI 54401

Medford, Wisconsin-based Hurd Windows and Doors, Inc. --
http://www.hurd.com/-- makes windows and doors.  The company and  
its affiliates filed for Chapter 11 protection on Sept. 15, 2008
(Bankr. W. D. Wis. Case No. 08-14794).  Claire Ann Resop, Esq., at
von Briesen & Roper, s.c., represents the companies in their
restructuring efforts.  The companies listed assets of $10 million
to $50 million and debts of $10 million to $50 million.


IMARX THERAPEUTICS: Nasdaq to Halt Stock Trading October 22
-----------------------------------------------------------
ImaRx Therapeutics, Inc., was advised by The Nasdaq Stock Market
pursuant to Marketplace Rule 4300 that, in view of the
company's recent business dispositions, it no longer has an
operating business.  Consequently, trading of the company's
common stock will be suspended at the opening of business on
Oct. 22, 2008, and a Form 25-NSE will be filed with the
Securities and Exchange Commission removing the company's
securities from listing and registration on The Nasdaq Stock
Market.

The company does not intend to appeal NASDAQ's decision.
ImaRx disclosed a significant corporate restructuring that
included a reduction in force.  In addition, the company stated
it would commence exploring strategic alternatives for its
commercial urokinase assets, clinical-stage SonoLysis program  
well as its other company assets.  To that effect, ImaRx has
divested its urokinase business to Microbix Biosystems, Inc. for
an upfront payment of $2 million and the assumption of $500,000
in chargeback liabilities and the potential of an additional
$2.5 million payment upon release by the FDA of the three lots
of urokinase that are currently subject to a May 2008 Approvable
Letter.  The company continues to evaluate strategic alternatives
pertaining to its SonoLysis program and other corporate assets.
The company has been advised that a market maker has submitted an
application to begin quoting the company's common stock on the
OTC Bulletin Board commencing with the opening of business on
Oct. 22, 2008.  The OTC Bulletin Board is a regulated quotation
service that displays real-time quotes, last-sales prices, and
volume information in over-the-counter securities.

                     About ImaRx Therapeutics

Based in Tucson, Arizona, ImaRx Therapeutics Inc. (Nasdaq: IMRX)
-- http://www.imarx.com/-- is a biopharmaceutical company  
developing and commercializing therapies for vascular disorders.  
The company's research and development efforts are focused on
therapies for stroke and other vascular disorders using its
proprietary microbubble technology.  The company's
commercialization efforts are currently focused on its product,
urokinase, for the treatment of acute massive pulmonary embolism.

                   Going Concern Doubt

Ernst & Young LLP, in Phoenix, Arizona, expressed substantial
doubt about ImaRx Therapeutics 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
said that the company has recurring losses, which has resulted in
an accumulated deficit of $81.2 million at Dec. 31, 2007.  

Subsequent to the end of the quarter, the company paid
$5.2 million to satisfy all outstanding liabilities to Abbott
Laboratories, including the $10.8 million balance on the
$15.0 million non-recourse note.


IMPLANT SCIENCES: June 30 Balance Sheet Upside-Down
---------------------------------------------------
Implant Sciences Corporation's balance sheet at June 30, 2008,
showed total assets of $12,096,000, total liabilities of
$12,461,000, resulting in a shareholders' deficit of $365,000.

Implant Sciences disclosed financial results for its fiscal year
ended June 30, 2008.  The company's financial condition and
results of operations include only continuing operations, which
exclude the financial condition and results of operations of i)
Accurel Systems International, due to the sale of substantially
all of the assets of this subsidiary on May 1, 2007, ii) Core
Systems, the company's subsidiary which is being marketed for
sale, and iii) the medical reporting unit, the assets of which
have been sold or are in the process of being sold as part of the
company's decision to withdraw from the medical business.

Net loss for three months ended June 30, 2008 was  $2,189,000
compared to net loss of $6,788,000 for the same period in the
previous year.

Net loss for year ended June 30, 2008, was $10,735,000 compared to
net loss of $10,688,000 for the same period in the previous year.

Loss from continuing operations for the three months ended
June 30, 2008 was $2,246,000, compared with $2,128,000 for the
comparable prior year period.  Loss from continuing operations
for the year ended June 30, 2008, was $7,714,000 compared with
$4,733,000 for the comparable prior year period.  The company's
net loss from discontinued operations for the year ended June 30,
2008 was $3,021,000 as compared with $5,955,000 for the comparable
prior year.

As of June 30, 2008, the company's cash position was $412,000,
down from $2,421,000 at March 31, 2008 and $9,621,000 at June 30,
2007.  The decrease in cash during the three months ended June 30,
2008 is attributable to:

   i) cash repayments aggregating to $496,000 related to the
        monthly amortization and dividend payments on its
        Series D Redeemable Convertible Preferred Stock;

  ii) increased deposits of $439,000 to restricted cash
      investments;

iii) cash payments of $231,000, net of cash received, relating
      to the Ion Metrics acquisition;

  iv) repayment of $212,000 of long-term debt, long-term lease
      obligations and capital lease obligations;

   v) continued investment in research and development to further
      the development and commercialization of its security
      products; and

  vi) investment in personnel in the areas of engineering, sales,
      and marketing necessary to stabilize and expand the
      company's security business.

The company's ability to continue operations after Oct. 24, 2008,
will depend significantly on its ability either to refinance its
obligations to Laurus Master Fund Ltd. or negotiate a further
extension of its obligation to redeem the Series D Preferred
Stock.  There can be no assurance that it will be successful in
refinancing or extending its obligations to Laurus.  If the
company is successful, however, current management plans will
also depend on its ability to successfully defend certain
litigation and on achieving current sales, expense and cash flow
projections, the ability to borrow under the company's line of
credit, the sale of its Core subsidiary and other assets, and
the ability of the company to raise additional capital.  However,
there can be no assurance management will be successful in
executing these plans.  Management will continue to monitor
and attempt to control costs at the company and actively seek
needed operating capital through continuing sales of its products,
equity infusions, government grants and awards, strategic
alliances, and through its lending institutions.

                      About Implant Sciences

Based in Wakefield, Massachusetts, Implant Sciences Corporation  
-- http://www.implantsciences.com/-- develops, manufactures and     
sells products through its primary business units: (i) explosives
trace detection systems for homeland security, defense, and other
security related applications and (ii) state of the art services
for the medical and semiconductor industries.  The company has
developed proprietary technology used in its commercial portable
and bench-top ETD systems, which ship to a growing number of
locations domestically and around the world.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 19, 2007,
UHY LLP, in Boston, expressed substantial doubt about Implant
Sciences Corporation's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the fiscal year ended June 30, 2007.  The auditing firm pointed to
the company's recurring losses from operations.

Implant Sciences Corp. reported a net loss of $1,528,000, on
security revenues of $787,000, for the third quarter ended
March 31, 2008, compared with a net loss of $1,892,000, on
security revenues of $1,121,000, in the same period last year.


IMPLANT SCIENCES: Board Taps Noblemen to Explore Strategic Options
------------------------------------------------------------------
Implant Sciences Corporation's board of directors has retained
Noblemen Holdings LLC to provide M&A and management advisory
services to assist in creating, evaluating, and implementing
strategic alternatives for the company.

"Through the efforts of the Noblemen Group, we have received
inquiries from a number of sources who have expressed an
interest in a potential transaction with the company, Phillip
C. Thomas, president and CEO of Implant Sciences, stated.  "As
such, we are moving to be in a position to evaluate various
alternatives on behalf of our shareholders, each intended to
maximize our corporate value.  This process is underway and we
are endeavoring to move it along as expeditiously as possible.
In parallel with these efforts, we continue to execute on our
operating plan to the best of our ability during a
financing/business environment which is challenging and
unpredictable.  In the last year, we believe we have made
significant progress in the disposition of non-strategic assets
and focusing our efforts on the expansion of our security
products business and we continue our efforts in these areas."

There can be no assurance that the evaluation of strategic
alternatives will result in any agreements or transactions. The
company does not intend to disclose developments with respect to
the evaluation of strategic alternatives unless and until its
board deems it appropriate.

                      About Implant Sciences

Headquartered in Wakefield, Mass., Implant Sciences Corporation  
-- http://www.implantsciences.com/-- develops, manufactures and     
sells products through its primary business units: (i) explosives
trace detection systems for homeland security, defense, and other
security related applications and (ii) state of the art services
for the medical and semiconductor industries.  The company has
developed proprietary technology used in its commercial portable
and bench-top ETD systems, which ship to a growing number of
locations domestically and around the world.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 19, 2007,
UHY LLP, in Boston, expressed substantial doubt about Implant
Sciences Corporation's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the fiscal year ended June 30, 2007.  The auditing firm pointed to
the company's recurring losses from operations.

Implant Sciences Corp. reported a net loss of $1,528,000, on
security revenues of $787,000, for the third quarter ended
March 31, 2008, compared with a net loss of $1,892,000, on
security revenues of $1,121,000, in the same period last year.


INFINITI SPC: S&P Junks Ratings on Class B & B-E Notes
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Infiniti
SPC Ltd.'s $84.000 million class B fixed-rate notes (CPORTS
2006-1) due 2013 and EUR55.388 million class B-E fixed-rate notes
(CPORTS 2006-1) due 2013, and removed the ratings from CreditWatch
negative, where they were placed Sept. 17, 2008.

Infiniti SPC is a synthetic, corporate, investment-grade
collateralized debt obligation.

The rating actions reflect a transaction restructuring in which
amendments made to the transaction documents adjusted the
attachment point under the credit default swap, and changes made
to the reference portfolio resulted in a synthetic rated
overcollateralization percentage of more than 100% (at a 'CCC'
rating level).  In addition, the class B notes' notional amount is
increasing to $84 million from $83 million, the class B notes'
interest rate is decreasing to 6.50% from 7.00%, and the class B-E
notes' interest rate is increasing to 7.21% from 7.71%.
   
        Rating Lowered and Removed from Creditwatch Negative

                           Infiniti SPC Ltd.
    
               Class                 Rating
               -----                 ------
                              To                From
                              --                ----
        B (CPORTS 2006-1)     CCC               A-/Watch Neg
        B-E (CPORTS 2006-1)   CCC               A-/Watch Neg


JONES APPAREL: Earnings Revision Won't Affect S&P's 'BB' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that the rating and
outlook on Jones Apparel Group Inc. (BB/Negative/--) would not be
immediately affected following the company's revision of its full-
year earnings guidance.  Jones pre-announced that the September
quarter and full-year 2008 fiscal results will be lower than
original expectations, based on the continued weak economic
outlook and softness in the retail sector, as well as lower-than-
expected comparable store sales in its owned retail segment.

S&P's ratings downgrade of Aug. 4, 2008 incorporated weaker retail
trends and its expectation that despite the tough retail
environment, the company should be able to modestly improve credit
metrics, and in particular, reduce leverage to about 5x by fiscal
year-end.  As of June 30, 2008, S&P estimates that leverage was
5.5x.  Standard & Poor's will continue to monitor the company's
operating performance closely, and if Jones cannot reduce leverage
as expected, and/or operating trends continue to deteriorate, it
will review the ratings for a possible downgrade.


JP MORGAN: Moody's Junks Rating on $5.056MM Class O Certificates
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of four classes
and affirmed 19 classes of J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2005-LDP3 as:

  -- Class A-1, $27,241,949, affirmed at Aaa
  -- Class A-2, $238,973,000, affirmed at Aaa
  -- Class A-3, $269,596,000, affirmed at Aaa
  -- Class A-4A, $546,251,000, affirmed at Aaa
  -- Class A-4B, $78,036,000, affirmed at Aaa
  -- Class A-SB, $104,651,000, affirmed at Aaa
  -- Class A-1A, $309,320,874, affirmed at Aaa
  -- Class A-J, $151,703,000, affirmed at Aaa
  -- Class X-1, Notional, affirmed at Aaa
  -- Class X-2, Notional, affirmed at Aaa
  -- Class B, $37,925,000, affirmed at Aa2
  -- Class C, $17,699,000, affirmed at Aa3
  -- Class D, $37,926,000, affirmed at A2
  -- Class E, $17,699,000, affirmed at A3
  -- Class F, $27,812,000, affirmed at Baa1
  -- Class G, $20,227,000, affirmed at Baa2
  -- Class H, $25,284,000, affirmed at Baa3
  -- Class J, $10,113,000, affirmed at Ba1
  -- Class K, $10,114,000, affirmed at Ba2
  -- Class L, $7,585,000, downgraded to B1 from Ba3
  -- Class M, $2,528,000, downgraded to B2 from B1
  -- Class N, $7,586,000, downgraded to B3 from B2
  -- Class O, $5,056,000, downgraded to Caa1 from B3

Moody's downgraded Classes L, M, N and O due to increased
dispersion.

As of the September 15, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 2.2%
to $1.98 billion from $2.02 billion at securitization.  The
Certificates are collateralized by 232 mortgage loans ranging in
size from less than 1.0% to 8.4% of the pool, with the top 10
loans representing 33.0% of the pool.  The pool includes one loan,
representing 5.1% of the pool, with an investment grade underlying
rating.  Two loans, representing 3.6% of the pool, have defeased
and are collateralized by U.S. Government securities.

The pool has not realized any losses since securitization and
currently there are no loans in special servicing.  Forty-nine
loans, representing 14.6% of the pool, are on the master
servicer's watchlist.  The watchlist includes loans which meet
certain portfolio review guidelines established as part of the
Commercial Mortgage Securities Association's monthly reporting
package.  As part of Moody's ongoing monitoring of a transaction,
Moody's reviews the watchlist to assess which loans have material
issues that could impact performance.

Moody's was provided with full-year 2007 operating results for
96.8% of the pool.  Moody's weighted average loan to value ratio
for the conduit component is 98.2% compared to 97.0% at last
review and 97.4% at securitization.  Although the overall LTV is
in line with Moody's original expectations, LTV dispersion has
increased.  Based on Moody's analysis, 6.9% of the pool has an LTV
greater than 120.0% compared to 1.0% at last review and 0% at
securitization.

The loan with an underlying rating is the Universal Hotel
Portfolio Loan ($100.0 million - 5.1%), which is secured by three
full service hotels located within the Universal Theme Park in
Orlando, Florida.  The portfolio contains 2,400 rooms.  The loan
represents a 25.0% pari-passu interest in a $400.0 million loan.  
The overall occupancy and RevPAR for full year 2007 were 80.2% and
$173.94, respectively, compared to 80.0% and $171.70 in 2006 and
80.0% and $168.20 at securitization.  The loan is interest only
for its entire term. Moody's current underlying rating is Baa3,
the same as at last review.

The three largest conduit loans represent 15.6% of the pool.  The
largest conduit loan is the Shoppes at Buckland Hills Loan
($166.7 million -- 8.4%), which is secured by the borrower's
interest in a 985,000 square foot regional mall (473,000 square
feet of collateral) located in Manchester, Connecticut.  The mall
is anchored by Macy's, Macy's Men, Children & Furniture, Sears and
J.C. Penny.  The in-line shops were 87.2% occupied as of December
2007 compared to 90.7% at last review and 88.7% at securitization.  
The loan sponsor is GGP. Moody's LTV is 89.3% compared to 93.8% at
last review.

The second largest conduit loan is the Four Seasons Hotel Loan
($80.0 million -- 4.0%), which is secured by a 273-room luxury
hotel located in Boston, Massachusetts.  Occupancy and RevPAR for
full-year 2007 were 81.4% and $373.21, respectively, compared to
78.0% and $323.41 in 2006.  The loan is interest only for the
first 60 months of its term, amortizing on a 300-month schedule
thereafter.  Moody's LTV is 76.0%, essentially the same as at last
review.

The third largest conduit loan is the Sikes Senter Loan
($62.0 million -- 3.1%), which is secured by a 668,000 square foot
regional mall located approximately 140 miles north of Dallas in
Wichita Falls, Texas, The mall is anchored by Dillard's (lease
expiration October 2009), J.C. Penney (lease expiration May 2009)
and Sears (lease expiration April 2011).  The in-line space was
96.5% occupied as of December 2007 compared to 98.0% at last
review and 93.7% at securitization.  Financial performance has
weakened due to a decline in base revenues.  The loan is on the
servicer's watchlist due to low debt service coverage.  The
Moody's LTV is 110.5% compared to 104.2% at last review.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's prior full
review is summarized in a press release dated June 11, 2007.

Moody's has published rating methodologies outlining its
analytical approach to surveillance and its approach to rating
conduit and fusion transactions.  In addition, Moody's has
published numerous articles outlining Moody's ratings approach to
the various property types customarily deposited within these
transactions along with other articles on credit issues unique to
CMBS.  The major rating methodologies employed in analyzing this
transaction include:

CMBS: Moody's Approach to Surveillance, September 30, 2002 -- this
paper provides an overview of Moody's surveillance philosophy, an
indication of what prompts a conduit review, how conduit and large
loan monitoring is performed, and what Moody's objectives are with
respect to post-closing requests and servicer reviews;

CMBS: Moody's Approach to Rating U.S. Conduit Transactions,
September 15, 2000 -- this paper provides an overview of rating
methodology and process with details on property level analysis,
loan level analysis, legal and structural characteristics, and
portfolio characteristics with supplementary information on legal
issues, a research summary, helpful information for commercial
real estate transactions, capitalization rates, and guidelines for
capital reserves; and

US CMBS: Moody's Approach to Rating Fusion Transactions, April 19,
2005 -- this paper discusses the key ratings factors for fusion
deals, value drivers for office and retail properties, valuation
and cap rate issues, property type volatility, Moody's large loan
tranching methodology, and an assessment of subordination levels.


JP MORGAN: Fitch Holds Three Low-B Ratings & Puts Stable Outlook
----------------------------------------------------------------
Fitch Ratings affirmed and assigned Outlooks to JP Morgan Chase
Capital 1 Trust series 2007-CIBC20 commercial mortgage pass-
through certificates as:

  -- $24.8 million class A-1 at 'AAA'; Outlook Stable;
  -- $105.1 million class A-2 at 'AAA'; Outlook Stable;
  -- $208.6 million class A-3 at 'AAA'; Outlook Stable;
  -- $991.7 million class A-4 at 'AAA'; Outlook Stable;
  -- $84.4 million class A-SB at 'AAA'; Outlook Stable;
  -- $361.1 billion class A-1A at 'AAA'; Outlook Stable;
  -- $219.3 million class AM at 'AAA'; Outlook Stable;
  -- $35 million class AJ-FL at 'AAA'; Outlook Stable;
  -- $152.6 million class AJ at 'AAA'; Outlook Stable;
  -- Interest-only class X-1 at 'AAA'; Outlook Stable;
  -- Interest-only class X-2 at 'AAA'; Outlook Stable;
  -- $31.8 million class B at 'AA+'; Outlook Stable;
  -- $25.4 million class C at 'AA'; Outlook Stable;
  -- $28.6 million class D at 'AA-'; Outlook Stable;
  -- $22.3 million class E at 'A+'; Outlook Stable;
  -- $22.3 million class F at 'A'; Outlook Stable;
  -- $25.4 million class G at 'A-'; Outlook Stable;
  -- $35.0 million class H at 'BBB+'; Outlook Stable;
  -- $31.8 million class J at 'BBB'; Outlook Stable;
  -- $28.6 million class K at 'BBB-'; Outlook Stable;
  -- $31.8 million class L at 'BB+'; Outlook Stable;
  -- $9.6 million class M at 'BB'; Outlook Stable;
  -- $6.4 million class N at 'BB-'; Outlook Stable.

Fitch does not rate these classes: $19.0 million class P, $3.2
million class Q, $ 9.6 million class T and $25.4 million class NR.

The affirmations are the result of stable performance and minimal
paydown since issuance.  Rating Outlooks reflect the likely
direction of any rating changes over the next one to two year.  As
of the September 2008 distribution date, the pool's certificate
balance has decreased 0.18% to $2.539 billion from $2.543 billion
at issuance. Of the pool, 98 loans (85.9% of the pool) are
interest-only or partial interest-only and there are no near term
maturities.

The largest loan, Centro-New Plan Pool 1 (11.68% of the pool)
consists of 18 cross collateralized and cross defaulted retail
properties spread across 12 states and is sponsored by Centro Watt
America REIT, Inc.  The servicer-reported debt service coverage
ratio for year-end 2007 was 1.58 times.

The second largest loan, The Gurnee Mills Mall, is a 1.56 million
sf regional mall located in Gurnee, Illinois.  The servicer-
reported DSCR and occupancy for YE2007 was 1.53x and 95%,
respectively.

The Portola Plaza Hotel (1.56% of the pool) and 1564 Broadway
(0.77% of the pool) maintain investment-grade shadow ratings based
on stable performance.  The Portola Plaza Hotel is a full service
hotel located in Monterey, California.  The servicer reported DSCR
as of YE2007 is 4.4x.

1564 Broadway is 100% occupied by the Palace Theater.  The
servicer reported DSCR as of YE2007 is 4.18x.  The Palace's
Theater feature production, Legally Blond, will be ending in
October 2008.  Fitch will monitor this loan.

Fitch identified 10 loans (5.06% of the pool) as loans of concern.  
The largest loan of concern is the Baldwin Park Retail Center
(1.62% of the pool), a newly constructed retail center in a master
planned community in Orlando, Florida.  The property was in lease-
up at issuance. The servicer-reported YE2007 DSCR was 0.60x.  The
loan does not have any debt service reserves.


KARYKEION INC: Wants to Employ Fainsbert Mase as Bankr. Counsel
---------------------------------------------------------------
Karykeion, Inc., seeks authority from the U.S. Bankruptcy Court
for the Central District of California to employ Fainsbert Mase &
Snyder LLP as its counsel.

The firm will:

   a) investigate various potential claims by the Debtor to
      recover assets for the estate, including, but not limited
      to, fraudulent and preferential transfers;

   b) prepare and prosecute litigation on behalf of the Debtor
      based upon the results of the foregoing investigation;
      prepare and take discovery, including Bankruptcy Rule 2004
      examinations, as necessary and proper to perform the
      foregoing investigation and to prosecute any litigation;
      conduct and evaluate legal research with respect to issues
      which have arisen, or appear likely to arise, in connection
      with the foregoing matters, in bankruptcy and in other areas
      of federal and state law;

   c) formulate and seek to confirm a Plan of Reorganization,
      including, but not limited to, preparation of a disclosure
      statement to accompany any such plan, analysis of executory
      contracts, and prosecution of claims objections; and

   d) perform all other necessary legal services in connection
      with the scope of its retention as counsel to Debtor.

The Debtor relates that the firm's professionals bill:

            Professional            Hourly Rate
            ------------            -----------
            Michael H. Weiss           $500
            Sherry D. Spees            $475
            Laura J. Meltzer           $350
            Eva J. Lee                 $225

Other partners bill $400 to $500 per hour depending on their
experience.  Other associates bill $225 to $375 per hour.  
Paralegals bill $125 to $200 per hour.

The Debtor declares that the firm does not hold any interest
adverse to the Debtor, its estate or its creditors, and is a
"disinterested person" as the term is defined in the Bankruptcy
Code.

Headquartered in Studio City, California, Karykeion Inc. operates
two hospitals known as Community Hospital of Huntington Park and
Mission hospital of Huntington Park.  The Debtor filed for Chapter
11 protection on Sept. 22, 2007 (Bankr. C.D. Calif. Case No.
08-17254).


KARYKEION INC: Creditors Panel Wants Buchalter Nemer as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy case of Karykeion Inc. asks permission to retain
Buchalter Nemer P.C. as its counsel.

Buchalter Nemer will:

     a) advise and consult with the committee concerning legal and
        practical questions arising in these cases and concerning
        the rights and remedies of the committee with regard to
        property of the estate; claims asserted against the Debtor
        and its estates and claims the Debtor and its estate may
        hold against third parties;

     b) appear in, prosecute and defend suits and proceedings
        concerning the property of the estates and matters
        relating to it;

     c) take all necessary and proper steps in other matters
        involving or connected with the affairs of the estates;

     d) prepare on behalf of the committee necessary applications,
        motions, pleadings, orders, reports and other papers
        required to be filed in or in connection with the Debtor's
        Chapter 11 cases; and

     e) perform all other legal services for the committee which
        may be necessary.

The Debtor discloses that the firm's professionals bill:

           Professional             Hourly Rate
           ------------             -----------
           Senior Partners             $600
           Junior Associates           $235

The Debtor further discloses that the firm does not hold any
interest adverse to the estate and is a "disinterested person" as
defined in the Bankruptcy Code.

Headquartered in Studio City, California, Karykeion Inc. operates
two hospitals known as Community Hospital of Huntington Park and
Mission hospital of Huntington Park.  The Debtor filed for Chapter
11 protection on Sept. 22, 2007 (Bankr. C.D. Calif. Case No.
08-17254).


LANCER FUNDING: Moody's Cuts Ratings on Credit Quality Slide
------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade, the class of notes issued by Lancer Funding,
Ltd.:

Class Description: $1,200,000,000 Class A1S1 Senior Floating Rate
Notes Due April 2046

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade
  -- Prior Rating Action Date: 5/9/2008

Additionally, Moody's has downgraded these notes:

Class Description: $150,000,000 Class A1S2 Senior Floating Rate
Notes Due April 2046

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: 5/9/2008

Class Description: $61,000,000 Class A1J Senior Floating Rate
Notes Due April 2046

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: 5/9/2008

Class Description: $33,500,000 Class A2 Senior Floating Rate Notes
Due April 2046

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: 5/9/2008

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

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: 5/9/2008

Class Description: $10,500,000 Class B Deferrable Floating Rate
Notes Due April 2046

  -- Prior Rating: Ca
  -- Current Rating: C
  -- Prior Rating Action Date: 5/9/2008

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


LANDRY'S RESTAURANTS: Amends Fertitta Merger Deal
-------------------------------------------------
Landry's Restaurants, Inc. entered into an amendment to the
merger agreement entered into with Fertitta Holdings, Inc., a
holding company, owned by Tilman J. Fertitta, the chairman,
chief executive officer and president of the company, whereby
Fertitta agreed to acquire all of the outstanding common stock of
the company.  Mr. Fertitta owns approximately 39% of the
outstanding shares of the company's common stock.  

The amended merger agreement provides that, among other things,
Fertitta will acquire the outstanding shares of the company's
common stock for $13.50 per share, a premium of 49% over the
closing price of the company's common stock on Oct. 17, 2008.

As reported in the Troubled Company Reporter on June 17, 2008,
Fertitta agreed to acquire all of the company's outstanding
common stock for $21.0 per share in cash.  The total value of
the transaction was approximately $1.3 billion, which included
approximately $885.0 million of debt.

The company disclosed that it had been advised by Mr. Fertitta
that in view of the unprecedented collapse of the credit markets,
the closure of the company's Kemah and Galveston properties and
the slow down in the casual dining and gaming industries, the
financing to complete the merger at the agreed upon price was
in jeopardy.  As part of a compromise that was reached among the
company, Fertitta and Jefferies Funding, LLC, Jefferies & Company,
Inc., Jefferies Finance, LLC and Wells Fargo Foothill, LLC, the
Lenders agreed under their amended debt financing commitment and
Fertitta agreed under the amended merger agreement that they
would not claim that a material adverse effect had occurred as
a result of the occurrence of any event known to them through the
date of execution of the amended financing commitment and the
amended merger agreement.

Moreover, due to the credit market crisis, and the substantial
increase in the cost of capital as well as the limited
availability of capital, the Lenders agreed under the amended
debt financing commitment to provide Fertitta with only
$500.0 million in funded debt financing for the acquisition on
terms reflecting the current credit market disruption.  As part
of the compromise reached among the parties, Fertitta negotiated
and obtained on behalf of the company an alternative financing
commitment from the Lenders to provide the company with
alternative financing on terms similar to the terms for the
transaction financing in the event the acquisition is not
consummated and certain other conditions are satisfied.  The
alternative financing would be sufficient to repay the
company's existing indebtedness which is subject to acceleration
and redemption starting in December of this year.  Fertitta's
negotiations therefore allow stockholders to vote on the
transaction knowing that alternative financing is available to
the company.

The company's board of directors, acting upon the unanimous
recommendation of a special committee comprised entirely of
independent directors or the special committee, has approved
the amended merger agreement and has recommended that the
company's stockholders vote in favor of the amended merger
agreement.  The special committee also approved the terms of
the alternative financing commitment in the event the
transaction was not consummated.  The company's board of
directors has also recommended that the company's stockholders
vote in favor of the amended merger agreement.  Cowen and
Company served as financial advisor to the special committee
and rendered a fairness opinion in connection with the revised
transaction.

Under the amended merger agreement, there is a new "go-shop"
provision whereby the special committee, with the assistance of
its independent advisors, will actively solicit superior
acquisition proposals from third parties for another 30 days
following the signing of the amended merger agreement.  

The company does not intend to disclose developments with
respect to this solicitation process unless and until the special
committee has made a decision with respect to alternative
proposals, if any, it receives.  No assurances can be given that
the solicitation of superior proposals will result in an
alternative transaction.

A stockholders meeting to consider the amended merger agreement
is expected to be held in December of this year, and the amended
merger agreement requires the approval of a majority of the
outstanding shares of the company's common stock.  The closing
of the transaction is expected to occur in the first calendar
quarter of 2009, and in any event prior to Feb. 15, 2009, the new
expiration date of the Lenders' financing commitment and is
subject to customary closing conditions and performance criteria,
including no material adverse effect on the company's results and
operations prior to closing, although all known material adverse
effects through the date of execution of the amended debt
financing commitment and amended merger agreement have been waived
by the Lenders and Fertitta.

                  About Landry's Restaurants Inc.

Headquartered in Houston, Texas, Landry's Restaurants Inc.
(NYSE: LNY) -- http://www.landrysrestaurants.com/-- is a     
restaurant and entertainment company engaged in the ownership and
operation of full-service, casual dining restaurants, primarily
under the names of Rainforest Cafe, Saltgrass Steak House,
Landry's Seafood House, The Crab House, Charley's Crab and The
Chart House.  Its portfolio of restaurants consists of formats,
menus and price points that appeal to a wide range of markets and
customer tastes.  It offers concepts ranging from steak and
seafood restaurants to casual theme-based restaurants.  The
company is also engaged in the ownership and operation of select
hospitality businesses, including hotel and casino resorts that
provide dining, leisure and entertainment experiences.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 15, 2008,
Moody's Investors Service downgraded the corporate family rating
and probability of default rating of Landry's Restaurants Inc.
to Caa1 from B2.  In addition, Moody's also downgraded
the CFR and PDR of the Golden Nugget Inc., a wholly owned
unrestricted subsidiary of Landry's, to B3 from B2.  All ratings
remain on review for further possible downgrade.


LEHMAN BROS: S&P Withdraws Low-B Ratings After Certs. Repayment
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class ASH-1 and ASH-2 commercial mortgage pass-through
certificates from Lehman Bros.  Floating Rate Commercial Mortgage
Trust 2006-CCL C2.  S&P withdrew the ratings after all of the
amounts due on the classes were repaid, as reflected on the
Oct. 15, 2008 remittance date.

On Oct. 13, 2008, S&P affirmed its ratings on these classes and
removed them from CreditWatch negative.  S&P had placed the
ratings on CreditWatch negative because of interest shortfalls
resulting from special servicing fees related to the Avalon at
Seven Hills loan.

TriMont Real Estate Advisors, the special servicer, opted to
foreclose on the Avalon loan while it continued to pursue a
settlement and forbearance agreement with the borrower.  Under the
terms of the settlement agreement, two nonrefundable deposits were
applied toward the retirement of the Avalon loan.  The two
deposits fully paid off the accumulated interest shortfalls and
principal on these two classes.

The ratings on classes ASH-1 and ASH-2 were wholly dependent on
Avalon's performance and derived 100% of their cash flows from the
collateral that secure the loan.

                         Ratings Withdrawn

Lehman Bros. Floating Rate Commercial Mortgage Trust 2006-CCL C2
          Commercial mortgage pass-through certificates

                                   Rating
                                   ------
                     Class      To        From
                     -----      --        ----
                     ASH-1      NR        B
                     ASH-2      NR        B-


LITTLE TRAVERSE: Moody's Cuts Corp. Family Rating to Caa1 From B2
-----------------------------------------------------------------
Moody's Investors Service lowered Little Traverse Bay Bands of
Odawa Indians' corporate family rating to Caa1 from B2 and
probability of default rating to B3 from B1.  The rating of the
10.25% senior unsecured notes due 2014 was also downgraded to Caa1
from B2.  The rating outlook remains negative.  The rating actions
consider the significant economic challenges affecting LTBB's
operating performance and financial profile, which are exacerbated
in Moody's opinion by the relatively weak fundamentals of LTBB's
primary market.

Moody's believes that the weakening economic conditions could hurt
the Odawa Casino Resort's earnings and key financial metrics in
the near term, as higher unemployment rate and depressed personal
income and discretionary consumer spending are expected to more
than offset the likely moderation in gas prices and negatively
affect both visitation and spend per visit.  The rating agency
also considers the unfavorable demographics in Odawa Casino
Resort's primary market due to the low concentration of permanent
residents, offering limited latent demand potential, and the risk
that seasonal tourist demand could be harmed due to curtailed
leisure travel budgets.

Additionally, Odawa Casino Resort competes with two other
facilities within 60 miles, including the newly renovated/expanded
Turtle Creek casino.  More positively, LTBB's liquidity is still
considered adequate, as Moody's expects LTBB's cash balance,
sinking fund available for debt service obligations and EBITDA to
continue to cover interest expense, FF&E loan principal
amortization and maintenance capex.

The rating outlook remains negative, as Moody's expects the trend
of weak earnings to continue in the short term.  Further negative
pressures could be exerted should the deterioration in the
operating performance accelerate and liquidity materially weaken.

The last rating action occurred on May 15, 2008, when Moody's
changed the rating outlook to negative from stable.

Ratings downgraded:

  -- Corporate family rating to Caa1 from B2
  -- Probability of default rating to B3 from B1
  -- Senior unsecured notes due 2014 to Caa1 from B2 (LGD
     assessment unchanged at LGD4/66%)

LTBB is a federally-recognized Indian tribe with approximately
4,000 enrolled members.  Odawa Casino Resort, based in Petoskey,
Michigan, is an Enterprise Fund of LTBB.  Odawa Casino Resort
started operations in June 2007, replacing the former Victories
Casino.


LOHREY ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Lohrey Enterprises, Inc.
        dba West Coast Linen
        3 Harbor Drive, Suite 105
        Sausalito, CA 94965

Bankruptcy Case No.: 08-12206

Type of Business: The Debtor offers industrial valet service.

Chapter 11 Petition Date: October 17, 2008

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  mcfallon@fallonlaw.net
                  Law Offices of Michael C. Fallon
                  100 E St. #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

           http://bankrupt.com/misc/califnb08-12206.pdf


LONG BEACH: Moody's Trims Ratings on 245 Tranches from 24 RMBS
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 245
tranches from 24 subprime RMBS transactions issued by Long Beach.   
The collateral backing these transactions consists primarily of
first-lien, fixed and adjustable-rate, subprime residential
mortgage loans.

These actions follow and are as a result of Moody's September 18th
2008 announcement that it had updated its loss projections on
first-lien subprime RMBS.

Complete rating actions are:

Issuer: Long Beach Mortgage Loan Trust 2005-1

  -- Cl. M-2, Downgraded to A1 from Aa2
  -- Cl. M-4, Downgraded to Baa2 from A3
  -- Cl. M-5, Downgraded to Baa3 from Baa1
  -- Cl. M-6, Downgraded to Ba1 from Baa2
  -- Cl. M-7, Downgraded to Ba3 from Baa3
  -- Cl. M-8, Downgraded to Caa2 from Ba2
  -- Cl. M-9, Downgraded to C from B1
  -- Cl. B-1, Downgraded to C from B3

Issuer: Long Beach Mortgage Loan Trust 2005-2

  -- Cl. M-6, Downgraded to Baa1 from A3
  -- Cl. M-7, Downgraded to Ba3 from Baa1
  -- Cl. M-8, Downgraded to Caa3 from Ba1
  -- Cl. M-9, Downgraded to C from Ba3
  -- Cl. B-1, Downgraded to C from Caa3

Issuer: Long Beach Mortgage Loan Trust 2005-3

  -- Cl. I-A, Downgraded to A1 from Aaa
  -- Cl. II-A2, Downgraded to Aa2 from Aaa
  -- Cl. II-A3, Downgraded to A1 from Aa1
  -- Cl. M-1, Downgraded to Baa3 from A3
  -- Cl. M-2, Downgraded to Caa2 from Ba3
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Caa3
  -- Cl. M-8, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2005-WL1

  -- Cl. I/II-M4, Downgraded to Baa1 from A3
  -- Cl. I/II-M5, Downgraded to Ba1 from Baa1
  -- Cl. I/II-M6, Downgraded to B2 from Baa3
  -- Cl. I/II-M7, Downgraded to Ca from B1
  -- Cl. I/II-M8, Downgraded to C from Caa1
  -- Cl. I/II-M9, Downgraded to C from Caa3
  -- Cl. I/II-M10, Downgraded to C from Ca
  -- Cl. III-M2, Downgraded to A1 from Aa3
  -- Cl. III-M3, Downgraded to Ba2 from A2
  -- Cl. III-M4, Downgraded to Caa2 from Baa2
  -- Cl. III-M5, Downgraded to C from B1
  -- Cl. III-M6, Downgraded to C from B3
  -- Cl. III-M7, Downgraded to C from Caa2

Issuer: Long Beach Mortgage Loan Trust 2005-WL2

  -- Cl. M-4, Downgraded to A2 from A1
  -- Cl. M-5, Downgraded to Baa2 from A2
  -- Cl. M-6, Downgraded to Ba3 from Baa2
  -- Cl. M-7, Downgraded to Caa2 from Ba2
  -- Cl. M-8, Downgraded to C from B3
  -- Cl. M-9, Downgraded to C from Caa1
  -- Cl. M-10, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2005-WL3

  -- Cl. M-2, Downgraded to Baa1 from Aa3
  -- Cl. M-3, Downgraded to Ba1 from A2
  -- Cl. M-4, Downgraded to Caa2 from Ba1
  -- Cl. M-5, Downgraded to Ca from B2
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-1

  -- Cl. I-A, Downgraded to Aa2 from Aaa
  -- Cl. II-A3, Downgraded to Baa3 from Aaa
  -- Cl. II-A4, Downgraded to Ba1 from Aaa
  -- Cl. M-1, Downgraded to B3 from Aa2
  -- Cl. M-2, Downgraded to Ca from Ba1
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Caa2
  -- Cl. M-7, Downgraded to C from Caa3
  -- Cl. M-8, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-10

  -- Cl. I-A, Downgraded to Baa1 from A3
  -- Cl. II-A3, Downgraded to Caa1 from Baa3
  -- Cl. II-A4, Downgraded to Caa2 from Baa3
  -- Cl. M-1, Downgraded to C from B1
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Caa3
  -- Cl. M-8, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-11

  -- Cl. II-A3, Downgraded to Caa3 from Ba2
  -- Cl. II-A4, Downgraded to Caa3 from Ba2
  -- Cl. M-1, Downgraded to C from B1
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca
  -- Cl. M-8, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-2

  -- Cl. I-A, Downgraded to Baa2 from Aaa
  -- Cl. II-A3, Downgraded to Caa1 from Aaa
  -- Cl. II-A4, Downgraded to Caa2 from Aaa
  -- Cl. M-1, Downgraded to C from Baa1
  -- Cl. M-2, Downgraded to C from B3
  -- Cl. M-3, Downgraded to C from Caa1
  -- Cl. M-4, Downgraded to C from Caa2
  -- Cl. M-5, Downgraded to C from Caa3
  -- Cl. M-6, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-3

  -- Cl. I-A, Downgraded to A1 from Aa1
  -- Cl. II-A3, Downgraded to B3 from A1
  -- Cl. II-A4, Downgraded to Caa1 from A1
  -- Cl. M-1, Downgraded to C from Ba2
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from Caa1
  -- Cl. M-4, Downgraded to C from Caa2
  -- Cl. M-5, Downgraded to C from Caa3
  -- Cl. M-6, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-4

  -- Cl. I-A, Downgraded to Ba3 from A1
  -- Cl. II-A3, Downgraded to Caa1 from A2
  -- Cl. II-A4, Downgraded to Caa2 from A2
  -- Cl. M-1, Downgraded to C from Ba3
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from Caa1
  -- Cl. M-4, Downgraded to C from Caa2
  -- Cl. M-5, Downgraded to C from Caa3
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-5

  -- Cl. I-A, Downgraded to A1 from Aaa
  -- Cl. II-A3, Downgraded to B2 from Aaa
  -- Cl. II-A4, Downgraded to B3 from Aa2
  -- Cl. M-1, Downgraded to C from Baa2
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-6

  -- Cl. I-A, Downgraded to Baa1 from A1
  -- Cl. II-A-3, Downgraded to Caa1 from A1
  -- Cl. II-A-4, Downgraded to Caa2 from A2
  -- Cl. M-1, Downgraded to C from Ba1
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-7

  -- Cl. I-A, Downgraded to B2 from Baa3
  -- Cl. II-A3, Downgraded to Caa1 from Ba3
  -- Cl. II-A4, Downgraded to Caa2 from Ba3
  -- Cl. M-1, Downgraded to C from B2
  -- Cl. M-2, Downgraded to C from B3
  -- Cl. M-3, Downgraded to C from Caa1
  -- Cl. M-4, Downgraded to C from Caa2
  -- Cl. M-5, Downgraded to C from Caa3
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-8

  -- Cl. II-A-2, Downgraded to Ba2 from Ba1
  -- Cl. II-A-3, Downgraded to Caa1 from B1
  -- Cl. II-A-4, Downgraded to Caa2 from B1
  -- Cl. M-1, Downgraded to C from B2
  -- Cl. M-2, Downgraded to C from B3
  -- Cl. M-3, Downgraded to C from Caa1
  -- Cl. M-4, Downgraded to C from Caa2
  -- Cl. M-5, Downgraded to C from Caa3
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-9

  -- Cl. I-A, Downgraded to B2 from Baa3
  -- Cl. II-A2, Downgraded to B3 from Baa3
  -- Cl. II-A3, Downgraded to Caa2 from Ba2
  -- Cl. II-A4, Downgraded to Caa2 from Ba2
  -- Cl. M-1, Downgraded to C from B2
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-WL1

  -- Cl. I-A1, Downgraded to Aa3 from Aaa
  -- Cl. I-A3, Downgraded to A1 from Aaa
  -- Cl. II-A3, Downgraded to Aa2 from Aaa
  -- Cl. II-A4, Downgraded to A1 from Aaa
  -- Cl. M-1, Downgraded to Baa1 from Aa1
  -- Cl. M-2, Downgraded to Ba3 from Aa2
  -- Cl. M-3, Downgraded to Caa2 from A2
  -- Cl. M-4, Downgraded to C from Ba1
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3
  -- Cl. M-10, Downgraded to C from Caa3
  -- Cl. M-11, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-WL2

  -- Cl. I-A, Downgraded to A1 from Aaa
  -- Cl. II-A3, Downgraded to Aa1 from Aaa
  -- Cl. II-A4, Downgraded to Baa2 from Aaa
  -- Cl. M-1, Downgraded to B3 from Aa1
  -- Cl. M-2, Downgraded to C from Baa2
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca

Issuer: Long Beach Mortgage Loan Trust 2006-WL3

  -- Cl. I-A, Downgraded to A1 from Aaa
  -- Cl. II-A3, Downgraded to A1 from Aaa
  -- Cl. II-A4, Downgraded to Ba1 from Aaa
  -- Cl. M-1, Downgraded to Caa2 from Aa1
  -- Cl. M-2, Downgraded to C from Baa3
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca

Issuer: WaMu Asset-Backed Certificates, WaMu Series 2007-HE1 Trust

  -- Cl. I-A, Downgraded to Baa1 from A2
  -- Cl. II-A3, Downgraded to B3 from Baa1
  -- Cl. II-A4, Downgraded to Caa1 from Baa1
  -- Cl. M-1, Downgraded to C from B1
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca
  -- Cl. M-8, Downgraded to C from Ca

Issuer: WaMu Asset-Backed Certificates, WaMu Series 2007-HE2 Trust

  -- Cl. I-A, Downgraded to Ba3 from A3
  -- Cl. II-A2, Downgraded to Ba1 from Baa1
  -- Cl. II-A3, Downgraded to Caa1 from Baa2
  -- Cl. II-A4, Downgraded to Caa2 from Baa2
  -- Cl. M-1, Downgraded to C from B1
  -- Cl. M-2, Downgraded to C from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca

Issuer: WaMu Asset-Backed Certificates, WaMu Series 2007-HE3 Trust

  -- Cl. I-A, Downgraded to Baa1 from Aaa
  -- Cl. II-A3, Downgraded to A3 from Aaa
  -- Cl. II-A4, Downgraded to Ba1 from Aaa
  -- Cl. II-A5, Downgraded to B3 from Aaa
  -- Cl. M-1, Downgraded to C from A1
  -- Cl. M-2, Downgraded to C from Baa3
  -- Cl. M-3, Downgraded to C from Ba3
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from B1
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. M-9, Downgraded to C from Ca

Issuer: WaMu Asset-Backed Certificates, WaMu Series 2007-HE4 Trust

  -- Cl. I-A, Downgraded to A3 from Aa3
  -- Cl. II-A-3, Downgraded to Ba2 from A1
  -- Cl. II-A-4, Downgraded to Ba3 from A2
  -- Cl. M-1, Downgraded to Caa3 from Baa2
  -- Cl. M-2, Downgraded to C from B1
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Ca


MADAKET FUNDING: Moody's Lowers Ratings on Six Classes of Notes
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of six
classes of notes issued by Madaket Funding I, Ltd., and left two
of these ratings on review for possible downgrade.  The notes
affected by the rating actions are:

Class Description: $500,000,000 Class A1M Floating Rate Notes Due
2046

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade
  -- Prior Rating Action Date: May 30, 2008

Class Description: $300,000,000 Class A1Q Floating Rate Notes Due
2046

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade
  -- Prior Rating Action Date: May 30, 2008

Class Description: $50,000,000 Class A2 Floating Rate Notes Due
2046

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: May 30, 2008

Class Description: $80,000,000 Class A3 Floating Rate Notes Due
2046

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: May 30, 2008

Class Description: $28,000,000 Class A4 Floating Rate Notes Due
2046

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: May 30, 2008

Class Description: $19,000,000 Class B Deferrable Floating Rate
Notes Due 2046

  -- Prior Rating: Ca
  -- Current Rating: C
  -- Prior Rating Action Date: May 30, 2008

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


MASONITE CORP: Weak Capital Structure Cues Moody's Ratings Cut
--------------------------------------------------------------
Moody's Investors Service downgraded Masonite Corporation's
Corporate Family Rating to Caa3 from Caa1 and Probability of
Default Rating to Ca from Caa2.  The outlook remains negative.

These debt ratings have downgraded:

  -- Corporate family rating, downgraded to Caa3 from Caa1;

  -- Probability of default rating, downgraded to Ca from Caa2;

  -- $1,172 million Gtd. Sr. Sec. Term Loan due 2013, downgraded
     to Caa2 from B2. LGD assessment changed to LGD3, 32% from
     LGD2, 22%;

  -- $350 million Gtd. Sr. Sec. Revolver due 2011, downgraded to
     Caa2 from B2. LGD assessment changed to LGD3, 32% from LGD2,
     22%;

  -- Speculative grade liquidity rating is affirmed at SGL-4.

The downgrade results from the company's weak capital structure,
uncured covenant violations, and the blocked payment on its
subordinated notes.

The Caa3 CFR rating reflects high credit risks surrounding its
ongoing negotiations to obtain a waiver from the senior note
holders to cure the covenant breach and address the missed
interest payment on the sub-notes that was due October 15.  This
missed interest payment started a 30-day clock that could lead to
an interest payment default if not cured by November 15.  The
forbearance agreement on the company's covenant breach expires
November 13th.  The downgrade also reflects Moody's expectation
that the company will continue to experience negative free cash
flow through 2009.

The senior secured credit facility ratings are now rated one notch
higher than the CFR vs. two notches previously.  This notching of
the senior facility considers its senior status in the event of
bankruptcy and its anticipated recovery in a default scenario.  
However, the reduction in the notching reflects the belief that
weak business conditions and a weak outlook could result in lower
recovery for the bank ratings relative to the overall CFR.  
Moreover, the CFR and the notching are primarily a result of the
company's capital structure and tiered anticipated recovery by
debt class in the event of default per Moody's LGD rating
methodology.  The Ca probability of default rating reflects the
possibility that the sub-note holders will have their debt
renegotiated in some form, including but not limited to accepting
pay in kind interest payments, which would be viewed as a Limited
Default by Moody's.

Masonite is headquartered in Ontario, Canada.  The company is a
leading global manufacturer of doors and door components with
customers in over 70 countries and manufacturing facilities in 18
countries in North America, Europe, Latin America, Asia and
Africa.  Revenues for the trailing twelve month period ended
March 31, 2008 were approximately $2 billion.


MATTRESS DISCOUNTERS: Wants to Sell Assets at Oct. 31 Auction
-------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the Mattress
Discounters Corp. and debtor-affiliate Mattress Discounters
Corporation East sought authority from the U.S. Bankruptcy Court
for the District of Maryland to hold an auction of their assets on
Oct. 31, 2008.  The Debtors also asked for authority from the
Court to accept bids until Oct. 27.

According to the report, a buyer has offered $152,000 to purchase
leases on five stores in New England that are closing.  The net
price is $30,000 after subtracting the cost of curing lease-
payment arrears, according to the report.

Based in Upper Marlboro, Maryland, 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. D. Md. Case Nos. 08-21642 and 08-21644).  
Kevin Kobbe, Esq., at DLA Piper LLP (US) represents the Debtor.

  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. D. Md. Case No. 02-22330).  The Debtor
emerged from its first bankruptcy filing on March 14, 2003.  


MCDONALD TECHNOLOGIES: Moody's Junks Ratings on Weak Financial
--------------------------------------------------------------
Moody's Investors Service downgraded McDonald Technologies'
corporate family and senior secured term loan ratings to Caa1 from
B3 and probability of default rating to Caa2 from B3.  
Simultaneously, the ratings outlook was revised to negative from
stable.

The rating downgrade reflects McDonald's weaker than expected
financial performance over the last several quarters due to weak
macro economic environment, as well as slower than expected new
customer program ramps, leading to declines in revenues and
profitability and very tight cushions for the financial covenants
under the company's senior secured term loan credit agreement.

In Moody's opinion a continuation of such lackluster performance
along with significant step-downs/ups in covenants may lead to
violation of some of the credit agreement financial covenants.  
The negative outlook reflects Moody's expectation of continued
weakness in McDonald's operating performance and the possibility
of covenant breach over the near to intermediate term.

These ratings were changed:

  -- Corporate Family Rating to Caa1 from B3
  -- Probability of default rating to Caa2 from B3
  -- $14 million senior secured term loan to Caa1 (LGD3 -- 36%)
     from B3 (LGD4 -- 51%)

Ratings outlook is negative

McDonald Technologies' Caa1 CFR reflects the company's: i) weaker
than expected financial performance over the last several quarters
with declining revenues, lower operating margins, and decreased
profitability, combined with Moody's expectation of continued
weakness over the near to intermediate term; ii) very tight
cushions for the financial maintenance covenants under its term
loan credit agreement; iii) small size and heavily concentrated
customer base which increases susceptibility to lumpy revenue and
earnings in the volatile EMS sector; and iv) potential competition
from larger and better capitalized EMS companies.

The Caa1 CFR is supported by the company's: i) modest financial
leverage of 3.4x total debt/adjusted EBITDA (Moody's adjusted);
ii) niche position in the high-mix/low volume EMS space due to the
company's engineering design and development expertise; (iii) a
relatively low fixed cost structure with a significant percentage
of its total labor pool consisting of temporary workers which
provides flexibility in matching costs with revenue-generating
activities; and iv) presence of manufacturing service agreements
with all of its major customers where material and component
procurements used in finished products are backed by firm orders
which mitigates asset write-offs tied up in inventory.

The negative rating outlook reflects Moody's expectation of
continued weakness in McDonald's operating and financial
performance over the near term as the company seeks to grow its
revenues with new customer engagements in an adverse macro
economic environment.  The negative rating outlook also reflects
Moody's opinion that there is a possibility of financial covenant
violation under the company's term loan credit agreement.

The previous rating action occurred on September 7, 2007 when
Moody's assigned first-time ratings to McDonald Technologies of B3
for the CFR and B3 to a $20 million secured term loan with a
stable ratings outlook.

Headquartered in Farmers Branch, Texas, McDonald Technologies is
an EMS company engaged in the assembly of PCB, back-planes, cable
harnesses, and electro-mechanical assemblies.  Focusing on high-
mix/low volume production and design capabilities, the company's
products are used for applications including communications,
seismic imaging, electronic voting systems, industrial controls
and aerospace industries.  For the last twelve months ended
June 30, 2008, the company had revenues of approximately $52
million.


MEDICURE INC: Aug. 31 Balance Sheet Upside-Down by C$9.55 Million
-----------------------------------------------------------------
Medicure Inc.'s balance sheet as of Aug. 31, 2008, showed C$31.24
million in total assets, C$40.79 million in total liabilities,
resulting to C$9.55 million in shareholders' deficit.

The company also had C$138.24 in accumulated deficit.

Medicure posted C$3 million in net losses on C$1.7 billion in net
revenues for the quarter ended Aug. 31, 2008, compared with
C$13.96 million in net losses on C$15.08 billion in net revenues
for same period ended Aug. 31, 2007.

Full-text copy of Medicure Inc.'s financial report for the quarter
ended Aug. 31, 2008, is available free of charge at
http://researcharchives.com/t/s?3407

                        About Medicure Inc.

Medicure Inc. (TSX:MPH) -- http://www.medicure.com-- is a   
biopharmaceutical company focused on the research, development and
commercialization of novel compounds to treat cardiovascular
disorders.  Cardiovascular medicine represents the largest
pharmaceutical sector, with annual worldwide sales of over
$70 billion.  Medicure aims to make a worldwide impact on
cardiovascular disease and stroke by reducing deaths, improving
the quality of life and serving the unmet needs of people who
suffer from cardiovascular disease and stroke.

                       Going Concern Doubt

The company believes existing conditions raise substantial doubt
about its ability to continue as a going concern.  The company has
experienced operating losses and cash outflows from operations
since incorporation, and has accumulated a deficit of
C$132,528,447 as at Feb. 29, 2008.  

In addition the company announced in March 2008 that it will
undergo significant corporate restructuring stemming from the
unfavourable results of the Phase 3 MEND-CABG II trial.  This
restructuring includes the significant reduction in numbers of
staff and in resources allocated to certain programs.  

Based on the company's operating plan, its existing working
capital is not sufficient to meet the cash requirements to fund
the company's currently planned operating expenses, capital
requirements, working capital requirements and long-term debt
obligations through the first quarter of fiscal 2009 without
additional sources of cash or deferral, reduction or elimination
of significant planned expenditures.  


MERRILL LYNCH: Moody's Holds Low-B Ratings on Cert. Classes
-----------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed 12 classes of Merrill Lynch Financial Assets Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2003-Canada
10 as:

  -- Class A-1, $84,461,600, affirmed at Aaa
  -- Class A-2, $243,600,000, affirmed at Aaa
  -- Class XP-1, Notional, affirmed at Aaa
  -- Class XP-2, Notional, affirmed at Aaa
  -- Class XC-1, Notional, affirmed at Aaa
  -- Class XC-2, Notional, affirmed at Aaa
  -- Class B, $10,300,000, affirmed at Aaa
  -- Class C, $13,300,000, upgraded to Aaa from Aa2
  -- Class D-1, $13,199,000, upgraded to A2 from Baa1
  -- Class D-2, $1,000, upgraded to A2 from Baa1
  -- Class E-1, $5,199,000, upgraded to Baa2 from Baa3
  -- Class E-2, $1,000, upgraded to Baa2 from Baa3
  -- Class F, $4,054,000, affirmed at Ba1
  -- Class G, $4,029,000, affirmed at Ba2
  -- Class H, $2,302,000, affirmed at Ba3
  -- Class J, $3,913,000, affirmed at B2
  -- Class K, $1,612,000, affirmed at B3

Moody's upgraded Classes C, D-1, D-2, E-1 and E-2 due to overall
stable pool performance, increased credit enhancement and
increased defeasance.

As of the October 14, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 14.9%
to $392.0 million from $460.4 million at securitization.  The
Certificates are collateralized by 55 mortgage loans ranging in
size from less than 1.0% to 7.9% of the pool, with the top 10
conduit loans representing 33.7% of the pool.  The pool includes
two loans, representing 13.1% of the pool, with investment grade
underlying ratings.  Six loans, representing 20.4% of the pool,
have defeased and are collateralized by Canadian Government
securities.

The pool has not experienced any losses since securitization and
currently there are no loans in special servicing. Nine loans,
representing 13.6% of the pool, are on the master servicer's
watchlist.  The watchlist includes loans which meet certain
portfolio review guidelines established as part of the Commercial
Mortgage Securities Association's monthly reporting package.  As
part of Moody's ongoing monitoring of a transaction, Moody's
reviews the watchlist to assess which loans have material issues
that could impact performance.

Moody's was provided with full-year 2007 operating results for
84.9% of the pool. Moody's loan to value ratio for the conduit
component is 66.6% compared to 69.6% at Moody's prior review in
December 2006 and 80.3% at securitization.

The largest loan with an underlying rating is the Sheridan Center
Loan ($31.0 million - 7.9%), which is secured by a 540,000 square
foot value oriented mixed-use retail and office center located
approximately 13 miles west of Toronto in Mississauga, Ontario.  
The retail portion (59.9%) consists of a community center anchored
by Zellers and A&P.  The largest tenant in the office portion is
Royal & Sun Alliance which occupies 38.3% of the premises through
2018.  The center was 97.1% occupied as of June 2007 compared to
92.3% at last review.  The loan has amortized approximately 10.5%
since securitization. Moody's current underlying rating is A1
compared to A3 at last review.

The second loan with an underlying rating is the Richmond Center
North Loan ($20.4 million - 5.2%), which is secured by the
borrower's interest in a 716,000 square foot regional mall
(309,000 square feet of collateral) located approximately seven
miles south of Vancouver in Richmond, British Columbia.  The
center is anchored by The Bay and Shoppers Drug Mart and is shadow
anchored by Sears.  The center was 89.9% occupied as of April
2008, essentially the same as at last review.  Moody's current
underlying rating is Aaa, the same as at last review.

The three largest conduit loans represent 16.0% of the pool.  The
largest conduit loan is the RioCan Fairgrounds Loan ($24.3 million
- 6.2%), which is secured by a 250,000 square foot power center
located approximately 50 miles northwest of Toronto in
Orangeville, Ontario.  Major tenants include Wal-Mart, Commisso's
Food Markets, Future Shop and Galaxy Theatres.  The center was
98.5% leased as of January 2008 compared to 100.0% at last review.  
The borrower is a property holding company for RioCan Real
Investment Trust, a publicly traded REIT. Moody's LTV is 71.8%
compared to 79.4% at last review.

The second largest conduit loan is The Junction (Phase 1) Loan
($20.1 million - 5.1%), which is secured by a 194,000 square foot
power center located in Mission, British Columbia.  Major tenants
include Sav-On-Foods and London Drugs.  The property was 99.4%
occupied as of January 2008 compared to 97.5% at last review.  The
loan sponsors are RioCan and Kimco Realty.  Moody's LTV is 71.3%
compared to 82.0% at securitization.

The third largest conduit loan is the Lawrence Terrace Loan
($18.1 million - 4.6%), which is secured by a 410-unit apartment
complex located in Toronto, Ontario.  The property was 91.0%
occupied as of March 2008 compared to 87.6% at last review and
100.0% at securitization.  The property's performance has declined
since securitization due to increased competition.  The loan is on
the master servicer's watchlist due to low debt service coverage.  
Moody's LTV is 118.0% compared to 115.2% at last review.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's prior full
review is summarized in a press release dated December 13, 2006.

Moody's has published rating methodologies outlining Moody's
analytical approach to surveillance and its approach to rating
conduit and fusion transactions.  In addition, Moody's has
published numerous articles outlining Moody's ratings approach to
the various property types customarily deposited within these
transactions along with other articles on credit issues unique to
CMBS.  The major rating methodologies employed in analyzing this
transaction include:

CMBS: Moody's Approach to Surveillance, September 30, 2002 - this
paper provides an overview of Moody's surveillance philosophy, an
indication of what prompts a conduit review, how conduit and large
loan monitoring is performed, and what Moody's objectives are with
respect to post-closing requests and servicer reviews; and

Moody's Approach to Rating Canadian CMBS, May 26, 2000 -- this
paper provides an overview of the Canadian CMBS market, an
explanation of Moody's methodology, a discussion of property level
analysis, loan level analysis, legal and structural
characteristics, portfolio characteristics, diversity, and Moody's
rating process.


MERRILL LYNCH: $5.1BB 3rd Quarter Loss Shows Firm's Desperation
---------------------------------------------------------------
Aaaron Lucchetti and Jessica Papini at The Wall Street Journal
report that Merrill Lynch & Co.'s third quarter net loss reflected
badly the bank was hurting when it agreed to sell itself to Bank
of America Corp.  As reported in the Troubled Company Reporter on
Sept. 15, 2008, BofA will acquire Merrill Lynch for $44 billion.

Merrill Lynch disclosed a net loss from continuing operations for
the third quarter of 2008 of $5.1 billion, compared with a net
loss from continuing operations of $2.4 billion for the third
quarter of 2007.  Merrill Lynch's net loss for the third quarter
of 2008 was $5.2 billion, compared with a net loss of $2.2
billion, for the year-ago quarter.

According to WSJ, Merrill Lynch's third-quarter loss was its fifth
straight quarter in the red and would have been even worse without
a $4.3 billion pretax gain on the sale of its stake in Bloomberg
LP and a gain of $2.8 billion under mark-to-market accounting
rules from the deteriorating market value of Merrill's own debt.  
According to WSJ, Merrill Lynch's CEO John Thain said that
persistent losses in the credit markets and the worsening economic
environment "only reinforced" the logic of selling to Bank of
America.  Merrill Lynch shareholders will vote on the deal in
November, and the sale will close by year-end, WSJ states.

WSJ relates that Bank of America's purchase will give Merrill
Lynch a bigger funding base and could help protect the company
from the volatility that affected its financial results and share
price.  

Merrill Lynch's third quarter results, says WSJ, also emphasized
that many of the company's businesses will likely  keep suffering
after the acquisition is completed.  WSJ reports that Merrill
Lynch suffered from $9.5 billion in write-downs of troubled
assets, partly indicating its exposure to Fannie Mae, Freddie Mac,
and Lehman Brothers Holdings Inc.  Merrill Lynch's chief financial
officier Nelson Chai said that Lehman was "certainly a big driver
of the numbers that we disclosed" and that the unwinding of Lehman
trades has been "significantly more expensive than anybody would
have thought."

                       About Merrill Lynch

Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth     
management, capital markets and advisory companies with offices in
40 countries and territories.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management.  Merrill Lynch's operations are organized into two
business segments: Global Markets and Investment Banking (GMI) and
Global Wealth Management (GWM).  GMI provides service global
markets and origination products and services to corporate,
institutional, and government clients around the world.  GWM
creates and distributes investment products and services for
individuals, small- and mid-size businesses, and employee benefit
plans.


MERVYNS LLC: To Hold Going Out of Business Sales at All Locations
-----------------------------------------------------------------
Mervyns LLC disclosed its plan to hold going out of business
sales at all of its remaining 149 locations and to wind down its
business.  The company intends to effect this process through
Section 363 under Chapter 11 of the U.S. Bankruptcy Code.

Together with its financial and legal advisers, Mervyns
completed a thorough analysis of all available options, including
a sale of the company, prior to undertaking this course of action.
The company and its board of directors determined that holding
going out of business sales during the holiday season is the best
way to maximize value for the company's creditors.  Mervyns
intends to retain an outside professional services firm to assist
in the liquidation sales of inventory.

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

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

                          About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provides a mix of top national brands
and exclusive private labels.  Mervyn's has 176 locations in seven
states.  Mervyn's stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30,
2008, showed $665,493,000 in total assets and $717,160,000 in
total liabilities resulting in a $51,667,000 total stockholders'
deficit.

(Mervyn's Bankruptcy News, Issue 8; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


MGM MIRAGE: Tracinda Corp. Discloses 53.8% Equity Stake
-------------------------------------------------------
Tracinda Corporation and Kirk Kerkorian disclosed in a Securities
and Exchange Commission filing that they may be deemed to
beneficially own 148,837,330 shares of MGM Mirage's common stock,
representing 53.8% of the shares issued and outstanding.

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It     
owns and operates 17 properties located in Nevada, Mississippi
and Michigan, and has investments in three other properties in
Nevada, New Jersey and Illinois.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2008,
Tamara Audi at The Wall Street Journal reports that MGM Mirage
needs to raise about $1.2 billion to complete the financing of its
CityCenter project in Las Vegas.

As reported in the Troubled Company Reporter on Oct. 7, 2008, MGM
Mirage said that CityCenter, its joint development project with
Dubai World, completed the first phase of its $3.0 billion
financing package by securing a $1.8 billion senior bank credit
facility.  The facility matures in April 2013 and is expected to
be increased to a total amount of $3.0 billion as additional
commitments are received.  CityCenter has received additional
signed commitment letters totaling in excess of $500 million,
which commitments are expected to be added to the facility once
completed.  MGM Mirage and Dubai World continue to work with
additional lenders and will seek the remaining commitment amounts
through a syndication process beginning on Oct. 7, 2008.  The
gross project budget consists of $9.3 billion of construction
costs (including capitalized interest), $1.7 billion of land, $0.2
billion of preopening expenses, and $0.1 billion of intangible
assets.  CityCenter is scheduled to be completed in December 2009.

According to WSJ, MGM Mirage is working to secure 41.2 billion in
financing to round out the $3 billion needed to complete the
project.  Jim Murren, MGM Mirage's chief operating officer and
president, said that he hopes to have the remaining funds
committed by Oct. 31, WSJ says.

As reported in the Troubled Company Reporter on Sept. 5, 2008,
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas-based MGM MIRAGE to negative from stable.  Ratings on
the company, including the 'BB' corporate credit rating, were
affirmed.

As reported in the Troubled Company Reporter on Aug. 12, 2008,
Fitch Ratings has affirmed MGM MIRAGE's ratings and revised its
Outlook to Negative from Stable as: Issuer Default Rating 'BB';
Senior credit facility 'BB'; Senior notes 'BB'; and Senior
subordinated notes 'B+'.


MICHAEL LUNKES: Case Summary & Eight Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Michael Lunkes
        Eileen Lunkes
        5032 N. Central Park
        Chicago, IL 60635

Bankruptcy Case No.: 08-27972

Chapter 11 Petition Date: October 17, 2008

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Glenn R Heyman, Esq.
                  gheyman@craneheyman.com
                  Crane Heyman Simon Welch & Clar
                  135 S Lasalle, Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777

Total Assets: $1,873,778

Total Debts: $1,985150

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

            http://bankrupt.com/misc/ilnb08-27972.pdf


MINT 2005-1: Credit Quality Decline Cues Moody's Rating Actions
---------------------------------------------------------------
Moody's Investors Service has downgraded its ratings on the notes
issued by Mint 2005-1 Ltd:

Class Description: $25,000,000 Series A1 USD Floating Rate Credit
Linked Secured Notes due 2012

  -- Prior Rating: Aaa
  -- Prior Rating Date: 06/21/2005
  -- Current Rating: A3

Class Description: EUR15,000,000 Series A2 EUR Floating Rate
Credit Linked Secured Notes due 2012

  -- Prior Rating: Aaa
  -- Prior Rating Date: 06/21/2005
  -- Current Rating: A3

Class Description: GBP10,000,000 Series 2A GBP 5.00 per cent.
Credit Linked Secured Notes due 2012

  -- Prior Rating: Aaa
  -- Prior Rating Date: 06/21/2005
  -- Current Rating: A3

Class Description: $71,000,000 Series B1 USD Floating Rate Credit
Linked Secured Notes due 2012

  -- Prior Rating: Aaa
  -- Prior Rating Date: 06/21/2005
  -- Current Rating: Baa3

Class Description: EUR4,500,000 Series B2 EUR Floating Rate Credit
Linked Secured Notes due 2012

  -- Prior Rating: Aaa
  -- Prior Rating Date: 06/21/2005
  -- Current Rating: Baa3

Class Description: EUR5,000,000 Series B3 EUR 3.99 per cent.
Credit Linked Secured Notes due 2012

  -- Prior Rating: Aaa
  -- Prior Rating Date: 06/21/2005
  -- Current Rating: Baa3

Class Description: $6,000,000 Series 2B-1 USD Floating Rate Credit
Linked Secured Notes due 2012

  -- Prior Rating: Aaa
  -- Prior Rating Date: 04/21/2005
  -- Current Rating: Baa3

Class Description: JPY1,000,000,000 Series 2B-2 JPY Floating Rate
Credit Linked Secured Notes due 2012

  -- Prior Rating: Aaa
  -- Prior Rating Date: 06/21/2005
  -- Current Rating: Baa3

Class Description: $80,000,000 Series C1 USD Floating Rate Credit
Linked Secured Notes due 2012

  -- Prior Rating: Aa2
  -- Prior Rating Date: 04/21/2005
  -- Current Rating: Ba2

Class Description: EUR20,500,000 Series C2 EUR Floating Rate
Credit Linked Secured Notes due 2012

  -- Prior Rating: Aa2
  -- Prior Rating Date: 06/21/2005
  -- Current Rating: Ba2

Class Description: JPY3,000,000,000 Series C3 JPY Floating Rate
Credit Linked Secured Notes due 2012

  -- Prior Rating: Aa2
  -- Prior Rating Date: 06/21/2005
  -- Current Rating: Ba2

Class Description: JPY1,000,000,000 Series C4 JPY 1.83 per cent.
Credit Linked Secured Notes due 2012

  -- Prior Rating: Aa2
  -- Prior Rating Date: 06/21/2005
  -- Current Rating: Ba2

Class Description: $17,800,000 Series 2C-1 USD Floating Rate
Credit Linked Secured Notes due 2012

  -- Prior Rating: Aa2
  -- Prior Rating Date: 06/21/2005
  -- Current Rating: Ba2

Class Description: $20,000,000 Series 2C-2 USD 6.045 per cent.
Credit Linked Secured Notes due 2012

  -- Prior Rating: Aa2
  -- Prior Rating Date: 06/21/2005
  -- Current Rating: Ba2

Class Description: AUD3,000,000 Series 2C-3 AUD 6.70 per cent.
Credit Linked Secured Notes due 2012

  -- Prior Rating: Aa2
  -- Prior Rating Date: 06/21/2005
  -- Current Rating: Ba2

Class Description: JPY500,000,000 Series D1 JPY 2.10 per cent.
Credit Linked Secured Notes due 2012

  -- Prior Rating: A2
  -- Prior Rating Date: 06/21/2005
  -- Current Rating: B2

Class Description: $5,000,000 Series D2 USD 6.00 per cent. Credit
Linked Secured Notes due 2012

  -- Prior Rating: A2
  -- Prior Rating Date: 06/21/2005
  -- Current Rating: B2

Class Description: $5,000,000 Series 2E USD Floating Rate Credit
Linked Secured Notes due 2012

  -- Prior Rating: Baa2
  -- Prior Rating Date: 06/21/2005
  -- Current Rating: Caa2

Class Description: JPY1,000,000,000 Series E JPY Floating Rate
Credit Linked Secured Notes due 2012

  -- Prior Rating: Baa2
  -- Prior Rating Date: 06/21/2005
  -- Current Rating: Caa2

According to Moody's, the rating actions are 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.


ML-CFC COMMERCIAL: Performance Decline Cues Moody's Ratings Cut
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes
and affirmed 15 classes of ML-CFC Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2007-5 and
placed seven classes on review for possible downgrade as:

  -- Class A-1, $66,453,200, affirmed at Aaa
  -- Class A-2, $63,315,000, affirmed at Aaa
  -- Class A-2FL, $60,000,000, affirmed at Aaa
  -- Class A-3, $153,428,000, affirmed at Aaa
  -- Class A-SB, $187,053,000, affirmed at Aaa
  -- Class A-4, $1,090,152,000, affirmed at Aaa
  -- Class A-4FL, $245,000,000, affirmed at Aaa
  -- Class A-1A, $1,202,396,750, affirmed at Aaa
  -- Class A-M, $341,702,000, affirmed at Aaa
  -- Class AM-FL, $100,000,000, affirmed at Aaa
  -- Class A-J, $211,490,000, affirmed at Aaa
  -- Class AJ-FL, $175,000,000, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $77,297,000, affirmed at Aa2
  -- Class C, $33,128,000, affirmed at Aa3
  -- Class D, $77,298,000, currently rated A2, on review for
     possible downgrade

  -- Class E, $38,649,000, currently rated A3, on review for
     possible downgrade

  -- Class F, $55,213,000, currently rated Baa1, on review for
     possible downgrade

  -- Class G, $49,691,000, currently rated Baa2, on review for
     possible downgrade

  -- Class H, $49,692,000, downgraded to Ba1 from Baa3, on review
     for possible downgrade

  -- Class M, $11,042,000, downgraded to B3 from B1, on review for
     possible downgrade

  -- Class P, $11,043,000, downgraded to Caa2 from B3, on review
     for possible downgrade

Moody's downgraded Classes H, M and P due to the decline in
performance of the Peter Cooper Village and Stuyvesant Town Loan,
increased dispersion and realized and anticipated losses from
specially serviced loans.  Moody's placed Classes D, E, F, G, H, M
and P on review for possible downgrade due to concerns about
possible further decline in the performance of the PCV-ST Loan.

As of the October 15, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 0.6%
to $4.39 billion from $4.42 billion at securitization.  The
Certificates are collateralized by 331 mortgage loans ranging in
size from less than 1.0% to 18.2% of the pool, with the top 10
loans representing 35.6% of the pool.  The pool includes three
loans, representing 1.5% of the pool, with investment grade
underlying ratings.  The performance of the PCV-ST Loan has
declined since securitization and the loan no longer has an
investment grade underlying rating.

One loan has been liquidated from the pool since securitization,
resulting in a $4.0 million loss to the trust.  Currently there is
one loan, representing less than 1.0% of the pool, in special
servicing.  Moody's has estimated a $1.7 million loss for this
specially serviced loan.  Fifty-one loans, representing 27.4% of
the pool, are on the master servicer's watchlist.  The watchlist
includes loans which meet certain portfolio review guidelines
established as part of the Commercial Mortgage Securities
Association's monthly reporting package.  As part of Moody's
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Moody's was provided with full-year 2007 and partial- year 2008
operating results for 97.6% and 53.5%, respectively, of the pool.  
Moody's weighted average loan to value ratio for the conduit
component is 111.5% compared to 108.6% at securitization.  In
addition to the overall decline in pool performance, LTV
dispersion has increased since securitization.  Based on Moody's
analysis, approximately 32.4% of the conduit pool has a LTV in
excess of 120.0% compared to 17.4% at securitization and 14.0% of
the pool has an LTV in excess of 130.0% compared to 2.0% at
securitization.

The loans with investment grade underlying ratings represent 1.5%
of the pool.  The OMNI Senior Living Portfolio Loan ($42.3 million
-- 1.0%) is secured by three senior care facilities located in New
Jersey.  The overall portfolio was 96.5% occupied as of December
2007 compared to 95.0% at securitization.  Moody's current
underlying rating is A2, compared to A3 at securitization.  The
FRIS Chicken Portfolio ($23.4 million -- 0.5%) is secured by 192
Church's Chicken restaurants located in twelve states.  Moody's
current underlying rating is Baa1, the same as at securitization.
The 789 West End Avenue Loan ($2.2 million -- 0.1%) is secured by
a cooperative apartment property located in New York City.  
Moody's underlying rating is Aaa, the same as at securitization.

The Peter Cooper Village and Stuyvesant Town Loan ($800.0 million
-- 18.2%) represents a pari passu interest in a $3.0 billion first
mortgage.  The loan is secured by two adjacent multifamily
apartment complexes totaling 11,227 units located on the east side
of Manhattan.  The borrower is pursuing a comprehensive renovation
of the property and conversion of rent regulated units to market
rents.  However, progress has been slower than expected.  As of
June 2008, approximately 35.8% of the apartments were at market
rate, compared to 28.5% at securitization.

In addition to the delay in converting apartments, operating
expenses have been higher than projected, largely due to utility
expenses and repairs and maintenance expenses associated with
upgrading apartments upon tenant lease expirations.  At
securitization, a $400.0 million interest reserve and a
$190.0 million general reserve were established to cover interest
shortfalls.  As of September 2008, approximately $200.0 million of
these reserves remain.  At the present pace of the conversion
program, it is expected that the reserves will be depleted by the
end of the third quarter of 2009.  The loan is on the servicer's
watchlist due to low debt service coverage.

The loan sponsors are Tishman Speyer and BlackRock Realty
Advisors.  In addition to the first mortgage loan, there is a
$1.4 billion mezzanine loan secured by a pledge of equity
interests in the borrower.  Moody's current valuation of this loan
reflects a slower rate of conversion of units to market rates,
higher expenses and a lower market rental growth, resulting in a
decrease in value.  Moody's underlying rating is Ba3 compared to
Baa3 at securitization.

The three largest conduit loans represent 8.6% of the pool.  The
largest conduit loan is the Tower 45 Loan ($170.0 million --
3.9%), which is secured by a 444,000 square foot office building
located in the Times Square/Theater District submarket in
Manhattan.  The property was 99.1% occupied as of December 2007,
essentially the same as at securitization.  The largest tenant is
D.E. Shaw & Company, which occupies 43.4% of the premises under
leases expiring in 2011, 2015 and 2017.  The loan is interest only
for its entire 10-year term. Moody's LTV is 122.2%, the same as at
securitization.

The second largest conduit loan is the Hotel Gansevoort Loan
($125.0 million -- 2.8%), which is secured by a 187-room full
service boutique hotel located in the Meatpacking District in
Manhattan.  As of December 2007, occupancy and RevPAR were 89.0%
and $406.78, respectively, compared to 83.9% and $364.72 in 2006.  
The loan is interest only for the first 24 months of its 10-year
term. Moody's LTV is 99.3% compared to 111.8% at securitization.

The third largest conduit loan is the Renaissance Austin Hotel
Loan ($83.0 million -- 1.9%), which is secured by a 492-room full
service hotel located in Austin, Texas.  As of December 2007,
occupancy and RevPAR were 76.6% and $117.05, respectively,
compared to 73.3% and $105.36 in 2006.  The loan is interest only
for its entire 10-year term.  Moody's LTV is 119.1% compared to
128.6% at securitization.

Moody's periodically completes full reviews in addition to
monitoring transactions on a monthly basis.  Moody's prior full
review is summarized in a Presale Report dated May 24, 2007. This
is Moody's full first review since securitization.

Moody's has published rating methodologies outlining its
analytical approach to surveillance and its approach to rating
conduit and fusion transactions.  In addition, Moody's has
published numerous articles outlining its ratings approach to the
various property types customarily deposited within these
transactions along with other articles on credit issues unique to
CMBS.  The major rating methodologies employed in analyzing this
transaction include:

CMBS: Moody's Approach to Surveillance, September 30, 2002 -- this
paper provides an overview of Moody's surveillance philosophy, an
indication of what prompts a conduit review, how conduit and large
loan monitoring is performed, and what Moody's objectives are with
respect to post-closing requests and servicer reviews;

CMBS: Moody's Approach to Rating U.S. Conduit Transactions,
September 15, 2000 -- this paper provides an overview of rating
methodology and process with details on property level analysis,
loan level analysis, legal and structural characteristics, and
portfolio characteristics with supplementary information on legal
issues, a research summary, helpful information for commercial
real estate transactions, capitalization rates, and guidelines for
capital reserves; and

US CMBS: Moody's Approach to Rating Fusion Transactions, April 19,
2005 -- this paper discusses the key ratings factors for fusion
deals, value drivers for office and retail properties, valuation
and cap rate issues, property type volatility, Moody's large loan
tranching methodology, and an assessment of subordination levels.


MOBILE TOWER: 34-Story Downtown Building to be Sold for $7.2MM
--------------------------------------------------------------
Kathy Jumper of Press Register (Ala.), reports that Mobile
attorneys say a 34-story AmSouth downtown building of Mobile Tower
Limited Partnership is under contract to be purchased for $7.2
million, or about $26 per square foot, by real estate investor
Alan Shuman of Reading.  

According to the report, the owners, which in May filed for
Chapter 11 bankruptcy protection to halt a pending foreclosure
sale, filed have filed a motion asking the court to approve the
sale, according to attorney Doug Anderson, who represents Mr.
Shuman.  A hearing is set for early November, he said.

The purchase price "will pay for, if not all, 90 percent of all
liens and debts owed," Mr. Anderson said, according to the report.     
A six-story, 480-space parking garage is by itself probably worth
$4 (million) or $5 million," he said.  Reportedly, the building is
listed for sale by Harbert Realty Services in Birmingham at
$11.5 million.

The report says the building's mortgage is held by LaSalle Bank
National Association and serviced by Orix USA Corp., an investment
banking and financial services firm based in Dallas.  AmSouth
building managers say the lender is holding in escrow
$2.25 million that the owners received from what is now Regions
Bank when the bank canceled its lease, according to the report.

Attorney Irving Silver, who represents the owners, say a sale
could close by the end of the year.

New York, N.Y.-based Mobile Tower Limited Partnership, filed for
Chapter 11 bankruptcy protection on May 27, 2008 (Bankr. S.D.
Ala., Case No. 08-11839).  Lawrence B. Voit, Esq., at Silver, Voit
& Thompson represents the Debtor. When the Debtor filed for
bankruptcy, it listed assets of $10 million to $50 million and
debts of $1 million to $10 million.


MORGAN STANLEY: Moody's Cuts $1.5MM Class IV Notes Rating to Caa2
-----------------------------------------------------------------
Moody's Investors Service has downgraded its ratings of the notes
issued by Morgan Stanley ACES SPC, Series 2006-37:

Class Description: $19,000,000 Class IA Secured Floating Rate
Notes due 2016

  -- Prior Rating: Baa3
  -- Prior Rating Date: July 11, 2008
  -- Current Rating: Ba2

Class Description: JPY1,000,000,000 Class IB Secured Floating Rate
Notes due 2016

  -- Prior Rating: Baa3
  -- Prior Rating Date: July 11, 2008
  -- Current Rating: Ba2

Class Description: $5,000,000 Class II Secured Floating Rate Notes
due 2016

  -- Prior Rating: Baa3
  -- Prior Rating Date: July 11, 2008
  -- Current Rating: Ba2

Class Description: $5,700,000 Class IIIA Secured Floating Rate
Notes due 2016

  -- Prior Rating: Ba3
  -- Prior Rating Date: July 11, 2008
  -- Current Rating: B3

Class Description: $1,500,000 Class IV Secured Floating Rate Notes
due 2016

  -- Prior Rating: Caa1
  -- Prior Rating Date: July 11, 2008
  -- Current Rating: Caa2

According to Moody's, the rating actions are 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 Fannie
Mae and Freddie Mac, which were placed into the conservatorship of
the U.S. government on September 8, 2008.


MORGAN STANLEY: Moody's Chips $10MM Notes Rating to B3 From Baa3
----------------------------------------------------------------
Moody's Investors Service has downgraded its rating of the notes
issued by Morgan Stanley ACES SPC Series 2007-12 Segregated
Portfolio:

Class Description: $10,000,000 Secured Fixed Rate Notes due 2017

  -- Prior Rating: Baa3
  -- Prior Rating Date: May 31, 2007
  -- Current Rating: B3

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 Fannie
Mae and Freddie Mac, which were placed into the conservatorship of
the U.S. government on September 8, 2008.


MORRIS PUBLISHING: Heightened Risk Cues Moody's to Cut Ratings
--------------------------------------------------------------
Moody's Investors Service downgraded Morris Publishing Group,
LLC's Corporate Family rating to Caa3 from B3, Probability of
Default rating to Caa3 from Caa1, senior secured credit facility
to B3 from Ba3 and senior subordinated notes to Ca from Caa1.  The
downgrades reflect Moody's belief that newspaper advertising
revenue pressure and the recent amendment to the senior secured
credit facility requiring the company to consummate a transaction
in order to generate sufficient proceeds to prepay in full or
repurchase at par outstanding loans under the credit facility by
May 30, 2009, have heightened the risk of default.

When coupled with protracted weakness in market conditions, as
expected, this onerous requirement suggests recovery levels will
also likely be lower than previously anticipated, causing a
reversion back to an average level from the prior above-average
recovery expectation.  The rating outlook is negative.

Downgrades:

Issuer: Morris Publishing Group, LLC

-- Corporate Family Rating, Downgraded to Caa3 from B3

  -- Probability of Default Rating, Downgraded to Caa3 from Caa1

  -- Senior Secured Bank Credit Facility, Downgraded to B3,
     LGD2 - 16% from Ba3, LGD1 - 8%

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to Ca,
     LGD5 - 73% from Caa1, LGD4 - 56%

Moody's anticipates the company will consider a range of
alternatives in an effort to fund the loan repayment, but that
asset sales conducted in the current credit and economic
environment might need to be consummated at distressed levels
which could weaken recovery in the event of a default.  This could
include the outdoor, radio and other publishing assets at the
company's parent, Morris Communications Company, LLC, as such
assets are included in the credit agreement's collateral package.

Moody's is concerned that significant pressure on newspaper
advertising revenue is elevating the risk of default and loss
potential for the senior subordinated notes in the event the
company is able to fund the prepayment or repurchase of the credit
facility loans.  While MCC and Shivers do not guarantee the
subordinated notes, those assets provide some flexibility to the
organization that could benefit Morris Publishing.  The sale of
some or all of those assets would reduce the group's flexibility
and this is a contributing factor to the downgrade and reduction
in the mean family recovery estimate to 50%.

Morris Publishing's liquidity position is weak.  Moody's does not
anticipate MCC will generate sufficient cash flow from internal
sources to meet the loan repayment and is therefore dependent upon
unsigned asset sales and/or capital contributions from Shivers or
other investors to fund the obligations absent another
amendment/waiver.  The amendment provides the company with cushion
under its financial maintenance covenants through March 31, 2009,
but, based on current operating trends, Moody's does not
anticipate the company will be able to comply with the step down
in the cash flow ratio covenant to 5.50x on June 30, 2009 from
9.50x absent asset sales or new financing.

The negative outlook reflects Moody's view that Morris Publishing
will continue to experience very soft market conditions in most of
its newspaper publishing markets, especially the hard-hit
Jacksonville, Florida market (accounting for more than 32% of
Morris Publishing's 2007 sales).

On May 6, 2008, Moody's lowered Morris Publishing's CFR to B3 from
B1 and Probability of Default rating to Caa1 from B1.  The
downgrade followed the company's disclosure that it was in risk of
failing to meet one or more of its financial covenants for the
period ended December 31, 2008.

Headquartered in Augusta, Georgia, Morris Publishing Group
reported revenues of $352 million for the LTM period ended
June 30, 20008.  Morris Publishing Group is a wholly owned
subsidiary of Morris Communications, which also owns and operates
periodicals, outdoor advertising, book publishing, commercial
printing and radio broadcast properties.


MOTOR COACH: Creditors' Committee Opposes Financing and Lockup
--------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the Official
Committee of Unsecured Creditors of Motor Coach Industries
International, Inc., and its debtor-affiliates is opposing the
approval by the U.S. Bankruptcy Court for the District of Delaware
of $315 million in secured financing for the Debtors until they
can complete the prepackaged Chapter 11 reorganization.

The Committee, according to the report, also opposes the so-called
lockup agreement committing other creditors to abide by the pre-
negotiated reorganization, and contends that the Court is being
used "to allocate value rightfully belonging to unsecured
creditors to holders of the debtors' third-lien debt."

The Committee says that the plan together with the lockup
agreement "dictates" that the Chapter 11 plan "shall provide
no recovery for unsecured creditors", according to the report.

Wilmington, Delaware-based Motor Coach Industries International,
Inc.-- http://www.mcicoach.com/-- and its subsidiaries     
manufacture intercity coaches for the tour, charter, line-haul,
scheduled service, and commuter transit sectors in the U.S. and
Canada.  They also operate seven sales centers and nine service
centers in the U.S. and Canada and is the industry's supplier of
aftermarket parts for most makes and models.

The Company and its debtor-affiliates filed for separate Chapter
bankrupty protection with the United States Bankruptcy Court for
the District of Delaware on September 15, 2008 (Lead Case No. 08-
12136), to implement a pre-negotiated restructuring plan to be
funded by Franklin Mutual Advisors, LLC and certain of its
affiliates.  The Company's Canadian operations are not included in
the filing.

Kenneth S. Ziman, Esq., and Elisha D. Graff, Esq., at Simpson
Thacher & Bartlett LLP, in New York; and Jason M. Madron, Esq.,
and Lee E. Kaufman, Esq., at Richards Layton & Finger, P.A., in
Wilmington, Delaware, represent the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  Rothschild Inc. and AlixPartners LLP also provide
restructuring advice.  At the time of filing, the Debtors listed
assets of between $500,000,000 and $1,000,000,000 and liabilities
of between $100,000,000 and $500,000,000.


NORTH OAKLAND: Oct. 23 Hearing to Sell Hospital for $9MM Scheduled
------------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Bankruptcy
Court for the Eastern District of Michigan scheduled for Oct. 23 a
hearing to decide whether to approve the sale of the 366-bed not-
for-profit hospital of North Oakland Medical Center, Inc., and its
debtor-affiliates to a group of doctors for $9 million.

The Debtors, according to the report, attracted no other bidders
at an auction.

                        About North Oakland

Headquartered in Pontiac, Michigan, North Oakland Medical Center,
Inc. dba Pontiac General Hospital and Medical Center provides
health care services.  The company and two of its affiliates filed
for Chapter 11 protection on Aug. 26, 2008 (Bankr. E.D. Mich. Lead
Case No.08-60731).  Matthew Wilkins, Esq., and Max J. Newman,
Esq., at Butzel Long, P.C., represent the Debtors in their
restructuring efforts.  The Debtors selected Kurtzman Carson
Consultants LLC as their claims agent.  The U.S. Trustee for
Region 9 appointed creditors to serve on an Official Committee of
Unsecured Creditors.  The Committee selected McDonald Hopkins, LLC
as its proposed counsel.  As reported in the Troubled Company
Reporter on Sept. 24, 2008, the Debtors listed in their schedules,
total assets of $23,340,128 and total debts of $67,232,583.


NXT ENERGY: Retains Howard Group as Investor Relations Provider
---------------------------------------------------------------
NXT Energy Solutions Inc. disclosed in a Securities and Exchange
Commission filing that it has engaged The Howard Group Inc. of
Calgary, Alberta, to provide investor and financial relations
services to the company.

Since 1988, The Howard Group Inc. has provided comprehensive
investor and financial relations, business development solutions,
in-depth strategic planning and financing services to public
companies.  The Howard Group Inc. is associated with the Insight
Limited Partnerships I & II, which invest in micro and small cap
companies.

The initial term of the agreement is for a period of 12 months.
The Howard Group Inc. will be compensated with a monthly retainer
of C$7,000 and 164,000 options.  The options have an exercise
price of $1.90 with a term expiring Aug. 31, 2011.

                    About  NXT Energy Solutions

Based in Calgary, Alberta, Canada, NXT Energy Solutions Inc.  (OTC
BB: NSFDF; TSX-V: SFD) -- http://www.nxtenergy.com/-- is in the   
business of providing wide-area airborne exploration services to
the oil and gas industry.  The company utilizes its proprietary
Stress Field Detection Survey System to offer its clients a unique
service to rapidly identify sub-surface structures with reservoir
potential in sedimentary basins with no environmental impact.  The
value of the service is providing clients with an efficient, cost
effective method of surveying large tracts of land and delivering
an inventory of SFD prospects with high potential.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 28, 2008,
Energy Exploration Technologies Inc. said is in the early stage of
commercializing its SFD technology.  Its ability to generate
cash flow from operations will depend on its ability to service
its existing clients and develop new clients for its SFD services.  
Management also recognizes that this early commercialization phase
can last for several years.  In addition, Energy Exploration said
that consistent with this early stage of commercialization the
company has a significant economic dependency on a few customers.

Energy Exploration Technologies Inc. believes these conditions
cast substantial doubt about its ability to continue as a
going concern.  


OCWEN REAL: Fitch Rates $15MM Class A-2 Certificates at 'B'
-----------------------------------------------------------
Ocwen Real Estate Asset Liquidating Trust 2007-1 Amendment 2 is
rated by Fitch Ratings as:

  -- $21,773,811 class A-1 'AA';
  -- $15,000,000 class A-2 'B'.

This transaction is a restructuring of the existing Ocwen Real
Estate Asset Liquidating Trust 2007-1 closed on August 30, 2007.  
The original structure of the OREALT 2007-1 consisted of a single
Class A certificate supported by an OC.  The current collateral
pool consists of first and junior lien, fixed and adjustable rate
residential mortgage loans.  As of the cut off date, approximately
42.37%, 17.14%, 31.89%, and 8.60% of the Mortgage Assets
constituted Performing Loans, Sub-Performing Loans, Non-Performing
Loans, and REO Property, respectively.  The newly structured
Classes A-1, A-2, and A-3 certificates will receive their cash-
flow primarily from proceeds of liquidations of the Mortgage
Assets in this pool.  Class A-3 is not rated by Fitch.


OPEN ENERGY: August 31 Balance Sheet Upside-Down by $76,000
-----------------------------------------------------------
Open Energy Corporation's balance sheet as of Aug. 31, 2008,
showed $24,778,000 in total assets, $24,854,000 in total
liabilities, resulting to $76,000 in shareholders' deficit.  The
company also had $91,949,000 in accumulated deficit.

At Aug. 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $8,005,000 in total current assets
available to pay $14,948,000 in total current liabilities.

The company posted $4,561,000 in net losses on $766,000 in net
revenues for the quarter ended Aug. 31, 2008, compared with
$8,898,000 in net losses on $1,547,000 in net revenues for the
quarter ended Aug. 31, 2007.

                        About Open Energy

Based in Solana Beach, Calif., Open Energy Corporation (OTC BB:
OEGY) -- http://www.openenergycorp.com -- a renewable energy     
company, focuses on the development and commercialization of a
portfolio of solar technologies for residential, commercial, and
industrial applications.  The company designs, manufactures, and
distributes building-integrated photovoltaic roofing tiles,
roofing membranes, and architectural photovoltaic glass products
under the SolarSave(R) trade name.

                          *      *      *

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.


PAETEC HOLDING: Draws $50 Million from Credit Facility
------------------------------------------------------
PAETEC Holding Corp. disclosed in a Securities and Exchange
Commission filing that on Oct. 15, 2008, it obtained $50 million
principal amount of revolving loans by a drawdown of the maximum
amount available under the company's existing revolving credit
facility.

The revolving credit facility and loans outstanding from time to
time under the facility are subject to the terms of the Credit
Agreement, dated as of February 28, 2007, as amended, among the
company, as borrower, the lenders parties thereto, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as Syndication Agent, CIT
Lending Services Corporation, as Documentation Agent, and Deutsche
Bank Trust company Americas, as Administrative Agent.

There are no scheduled principal payments under the revolving
loans.  Any outstanding revolving loans will be payable in full on
the revolving loan maturity date of Feb. 28, 2012.

The outstanding revolving loans bear interest, at the company's
option, at an annual rate equal to either a specified "base rate"
plus a margin of 1.50% or the specified London interbank offered
rate plus a margin of 2.50%.  The margin applicable to LIBOR loans
under the revolving credit facility is subject to specified
reductions based on certain reductions in the company's total
leverage ratio under the Credit Agreement. Under the applicable
covenant, the company's ratio of consolidated debt to adjusted
consolidated EBITDA (as defined for purposes of the Credit
Agreement) for any measurement period is not permitted to be
greater than 5.00:1.00.

The company will use the proceeds of the revolving loans for
capital expenditures, working capital and other general corporate
purposes, including potential repurchases of common stock under
the company's previously announced program to repurchase up to
$30 million of common stock through August 2009. The company's
board of directors authorized the revolving loans based on its
consideration of, among other matters, the current adverse
conditions in the credit markets and uncertainties concerning the
timetable for a recovery of those markets. Before drawing under
its revolving credit facility, the company had cash and cash
equivalents of approximately $71 million.

The company is obligated as the borrower, and the company's
subsidiaries are obligated as guarantors, on the revolving loans.
The payment of all outstanding principal, interest and other
amounts outstanding from time to time under the revolving loans
may be declared immediately due and payable upon the occurrence of
an event of default.  The Credit Agreement contains customary
events of default, including an event of default upon a change of
control of the Company.  An event of default will occur under the
Credit Agreement if the Company, or, in some circumstances,
another loan party, fails to make payments when due, fails to
comply with specific affirmative or negative covenants, makes a
material misrepresentation, defaults on other indebtedness, fails
to discharge judgments, loses a material license or governmental
approval, becomes subject to specified claims under ERISA or
environmental laws, or becomes subject to specified events of
bankruptcy, insolvency, reorganization or similar events.

                       About PAETEC Holding

Headquartered in Fairport, New York, PAETEC Holding Corp.
(NASDAQ GS: PAET) -- http://www.paetec.com/-- provides large,    
medium-sized and, to a lesser extent, small business end-user
customers in metropolitan areas with a package of integrated
communications services that includes local and long distance
voice, data, and broadband Internet access services.  PAETEC
Holding had approximately 3,900 employees as of March 1, 2008.  

As of March 1, 2008, excluding the effect of the McLeodUSA merger,
PAETEC Holding had in service 124,261 digital T1 transmission
lines, which represented the equivalent of 2,982,264 telephone
lines, for over 30,000 business customers in a service area
encompassing 53 of the top 100 metropolitan statistical areas.

                          *     *     *

As reported in the Troubled company Reporter on Aug. 12, 2008
Standard & Poor's Rating Services revised its outlook on Fairport,
N.Y.-based competitive local exchange carrier (CLEC) PAETEC
Holding Corp. to stable from positive following the company's
announcement that 2008 revenue and EBITDA would fall short of its
original guidance. S&P affirmed all ratings, including the 'B'
corporate credit rating. Total operating lease-adjusted debt is
approximately $1.2 billion.

                          *     *     *

PAETEC Holding Corp. still carries Moody's Investors Service's
Caa1 senior unsecured debt rating assigned on June 21, 2007.


PAETEC HOLDING: McLeodUSA Unit Settles Lawsuit Against Qwest
------------------------------------------------------------
PAETEC Holding Corp. disclosed in a Securities and Exchange
Commission filing that on Oct. 10, 2008, McLeodUSA Incorporated
and McLeodUSA Telecommunications Services, Inc. entered into a
Settlement Agreement and Mutual Release with Qwest Corporation and
Qwest Communications Corporation to settle all remaining claims in
a proceeding in the U.S. District Court for the Northern District
of Iowa seeking recovery of damages related to billing disputes
between the parties, with prejudice.

Pursuant to the Settlement Agreement, which is effective as of
Aug. 1, 2008, Qwest agreed to make a payment and, under specified
circumstances, provide commercial credits to McLeodUSA.

The company believes that the amount of the payments and potential
credits are immaterial to its business.

The Settlement Agreement also includes provisions related to
prospective business arrangements between McLeodUSA and Qwest,
which the company does not expect will be material to its business
or results of operations, and a customary release of each party
and its affiliates by the other party.

Under the agreement, Qwest also will release a letter of credit
issued by McLeodUSA. Each party will bear its own costs, expenses
and attorneys' fees in connection with this proceeding and its
settlement.

                       About PAETEC Holding

Headquartered in Fairport, New York,
(NASDAQ GS: PAET) -- http://www.paetec.com/-- provides large,    
medium-sized and, to a lesser extent, small business end-user
customers in metropolitan areas with a package of integrated
communications services that includes local and long distance
voice, data, and broadband Internet access services.  PAETEC
Holding had approximately 3,900 employees as of March 1, 2008.  

As of March 1, 2008, excluding the effect of the McLeodUSA merger,
PAETEC Holding had in service 124,261 digital T1 transmission
lines, which represented the equivalent of 2,982,264 telephone
lines, for over 30,000 business customers in a service area
encompassing 53 of the top 100 metropolitan statistical areas.

                          *     *     *

As reported in the Troubled company Reporter on Aug. 12, 2008
Standard & Poor's Rating Services revised its outlook on Fairport,
N.Y.-based competitive local exchange carrier (CLEC) PAETEC
Holding Corp. to stable from positive following the company's
announcement that 2008 revenue and EBITDA would fall short of its
original guidance. S&P affirmed all ratings, including the 'B'
corporate credit rating. Total operating lease-adjusted debt is
approximately $1.2 billion.

                          *     *     *

PAETEC Holding Corp. still carries Moody's Investors Service's
Caa1 senior unsecured debt rating assigned on June 21, 2007.


PAPER INTERNATIONAL: Section 341(a) Meeting Set for December 16
---------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
of Paper International Inc. and Fibers Management of Texas, Inc.,
on Dec. 16, 2008, at 2:00 p.m., in the Office of United States
Trustee at 80 Broad Street, 4th floor in New York.

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

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

Headquartered in Prewitt, New Mexico, Paper International, Inc.
-- http://www.internationalpaper.com-- manufactures paper and
packaging products with operations in North America, Europe, Latin
America, Russia and North Africa.  The Debtors have more than
50,000 employees in in 20 countries.  The company and Fiber
Management of Texas, Inc. filed for Chapter 11 protection on
Oct. 6, 2008 (Bankr. S.D. N.Y. Lead Case No.08-13917).  Larren M.
Nashelsky, Esq., at Morrison & Foerster LLP, at represents the
Debtors.  The Debtor selected Meade Monger as their chief
restructuring officer.  The Debtors also selected AP Services, LLC
as their restructuring advisor.

Corporacion Durango, S.A.B. de C.V. of Durango, Mexico, owns
100% of the Debtors' interests as of October 6, 2008.  Corporacion
Durango filed a voluntary Chapter 15 petition in the United
States Bankruptcy Court for the District of New York, Case
No. 08-13911.

Paper International listed assetsof  between $100 million and
$500 million, and debts between $500 million to $1 billion, while
Fiber Management listed assets between $1 million to $10 million,
and debts between $500 million and $1 billion.


PARMALAT SPA: Loses Case Against Citigroup; Must Pay $364 Mln.
--------------------------------------------------------------
Chad Bray at The Wall Street Journal reports that the U.S.
District Court of New Jersey has rejected Parmalat SpA's claims
against Citigroup Inc., and ruled that Parmalat should pay
$364 million in damages to Citigroup.

According to Dow Jones, Parmalat had filed a $2.2 billion lawsuit
against Citigroup, alleging that the bank was involved in a fraud
that led to the collapse of Parmalat in 2003.  WSJ relates that
Parmalat collapsed after it was discovered executives had looted
the firm.  

Citigroup, says Dow Jones, fought Parmalat's legal action with
claims that it had been a victim of the fraud in Parmalat.  

Dow Jones relates that Parmalat and its CEO Enrico Bondi sought to
recover, through fraud lawsuits, billions of dollars in damages
from banks and auditors who did business with Parmalat before its
collapse.  According to the report, Mr. Bondi ignored signs of
involvement by former Parmalat executives in the fraud.

Parmalat said in a statement that it will appeal the court's
verdict, and a decision by Superior Court Judge Jonathan Harris in
April.  Dow JOnes quoted Parmalat as saying, "Parmalat continues
to believe that Citigroup played an important role in contributing
to the financial collapse of the Parmalat Group in December 2003,
and it will continue to pursue all legal remedies at its disposal
to hold Citigroup accountable for its role, including through
ongoing Italian criminal proceedings."

According to Dow Jones, Parmalat said that the $364 million
payment it has to make to Citigroup must be presented to a
bankruptcy court in Parma, Italy, for review.  If the decision is
upheld, the amount would be paid out as shares in the now-relisted
Parmalat if the decision stands, the report states, citing
Parmalat.  A Parmalat spokesperson said that the company would pay
out about 18.8 million shares, Dow Jones states.

                        About Parmalat

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

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

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

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

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

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


PEPPERBALL TECH: Merger with SWAT Fails Nasdaq Listing Criteria
--------------------------------------------------------------
PepperBall Technologies, Inc. received a notice from The Nasdaq
Stock Market indicating that the Nasdaq Staff has determined that
the Sept. 19, 2008, merger between PepperBall Technologies, Inc.,
then known as Security With Advanced Technology, Inc., and the
former PepperBall Technologies, Inc., a privately-held Delaware
corporation, constituted a business combination that resulted in
a "Change of Control" pursuant to Nasdaq Marketplace Rule 4340(a).

Under the Rule, in order to remain listed on Nasdaq, the company
was required to satisfy all of Nasdaq's initial listing criteria
and to complete Nasdaq's initial listing process, including the
payment of all applicable fees, before consummation of the
transaction.  The company does not currently, and did not at the
time of the closing of the merger, satisfy all of Nasdaq's initial
listing criteria, nor did the company file an initial listing
application with Nasdaq.  As a result, Nasdaq has determined
that this matter serves as an additional basis for delisting the
company's securities from The Nasdaq Stock Market in addition to
the "Minimum Bid Price Rule" notice that the company disclosed in
its Current Report on Form 8-K filed on Sept. 26, 2008.

The company has submitted information to Nasdaq in support of
its position that the merger was not a "Change of Control" under
the Rule.  Nasdaq has added this matter to the upcoming hearing
agenda for the Minimum Bid Price Rule.

If the appeal process is not successful, the company's common
stock will be delisted.  If the company's stock is delisted, the
company expects that its common stock will become eligible for
quotation on the OTC Bulletin Board and/or the "Pink Sheets"
after the approval by the Financial Industry Regulatory
Authority of an application by one or more market makers to
continue quoting the company's common stock.

                About PepperBall Technologies, Inc.

Headquartered in San Diego, California, PepperBall Technologies,
Inc. (NASDAQ:PBAL) -- http://www.pepperball.com/-- fka Security  
With Advanced Technology, Inc., develops, manufactures and
distributes the PepperBall brand line of less-lethal solutions for
governmental, military, corrections, private security, bail
enforcement, and law enforcement agencies.  PepperBall supplies a
line of products to include PepperBall system launchers and
projectiles.  


PHYSICIANS MEDICAL: Files for Bankruptcy Protection
---------------------------------------------------
Dawn McCarty of Bloomberg News reports Physicians Medical Center,
LLC, filed for bankruptcy protection with the U.S. Bankruptcy
Court for the Northern District of Alabama (Case No. 08-05206) on
Oct. 20, 2008, amid losses and plans to close.

The Debtor, according to the report, faced with operating losses
and unable to raise capital, determined that it was in its best
interest, and that of its creditors, to "transfer current patients
to other local facilities and to terminate operations".

The Debtor had revenues of $97.3 million in 2007 and $59.2 million
in the first eight months of this year.

The 20 largest creditors without collateral backing their claims
are owed a total of $4.3 million.  The three biggest unsecured
creditors are listed as McKesson Information Solutions, owed
$649,397; Cardinal Health, owed $536,609; and Balch & Bingham LLP,
owed $426,384.  The Debtor has about $8 million in secured debt.

Birmingham, Alabama-based Physicians Medical Center, LLC, formerly
Carraway Methodist Medical Center, owns and operates a 617-bed
acute care hospital employs about 1,000 workers and serves as a
training site for residents in the University of Alabama School of
Medicine's anesthesiology program.

Christopher L. Hawkins, Esq., and M. Leesa Booth, Esq., at Bradley
Arant Rose & White represent the Debtor in its restructuring
efforts.  The Debtor listed estimated assets between $10 million
and $50 million and estimated debts between $10 million and $50
million.


PHYSICIANS MEDICAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Physicians Medical Center, LLC
        1600 Carraway Boulevard
        Birmingham, AL 35234

Bankruptcy Case No.: 08-0520

Type of Business: The Debtor provides health care services.  It
                  specializes in family practice
medicine,                   
                  internal medicine, geriatric medicine and
                  pediatric medicine.   the debtor's services and
                  diagnostic procedures include: laboratory,
                  x-ray, cardio/pulmonary testing, EKGs,
                  bone density testing, ultra sounds,
                  echocardiograms, treadmill stress
testing,                   
                  general physicals, preventative health care,
                  comprehensive foot and ankle care, diabetic
                  health care and management, and workman's
                  compensation.

Chapter 11 Petition Date: October 20, 2008

Court: Northern District of Alabama (Birmingham)

Judge: Tamara O. Mitchell

Debtor's Counsel: Christopher L. Hawkins, Esq.
                  chawkins@bradleyarant.com
                  Bradley Arant Rose & White
                  1819 5th Avenue N
                  Birmingham, AL 35203
                  Tel: (205) 521-8556

                  M. Leesa Booth, Esq.
                  lbooth@bradleyarant.com
                  Bradley Arant Rose & White LLP
                  1819 Fifth Avenue North One Federal PL
                  Birmingham, AL 35203-2104
                  Tel: (205) 521-8180

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
   ------                      ---------------       ------------
McKesson Information           Trade Vendor              $649,397
Solutions               
One Post Street
San Francisco, CA 94104


Cardinal Health                Trade Vendor              $536,609
7000 Cardinal Place
Dublin, OH 43017
Attn: Anne Gelin

Balch & Bingham, LLP           Legal Services            $426,383
1901 Sixth Avenue North
Suite 1500
Birmingham, AL 35203

Medline Industries, Inc.       Trade Vendor              $406,005
One Medline Place Mundelein
Illinois 60060
1-800-MEDLINE

Alabama Power Company          Utility Service           $242,945
600 North 18th Street
Birmingham, AL 35291

Allied Barton                  Trade Vendor              $205,001
Security Services
Eight Tower Bridge, 161
Washington Street, Suite 600
Conshohocken, PA 19428

J & J Health Care              Trade Vendor              $203,263
(Johnson & Johnson)    
P.O. Box 726
Langhorne, PA 19047-0726

Synthes, Inc.                  Trade Vendor              $154,375
1302 Wrights Lane East                                  
West Chester, PA 19380


American Red Cross             Trade Vendor              $139,105
National Headquarters
8111 Gatehouse Road
Falls Church, Virginia 22042

Boston Scientific              Trade Vendor              $127,938
One Boston Scientific Place
Natick, MA 01760-1537

The Valencia Group             Collection Services       $136,728
2200 Riverchase Center
Suite 600
Birmingham, AL 35244

Olympus Financial Services     Equipment Lessor          $119,599
3500 Corporate Parkway
Center Valley, PA 18034-0610

Ortho-Clinical Diagnostics     Trade Vendor              $119,036
100 Indigo Creek Drive
Rochester, NY 14626

Medtronic USA, Inc.            Trade Vendor              $109,062
710 Medtronic Parkway
Minneapolis, MN 55432-5604

North East Alabama             Dialysis Facilities       $116,290
Kidney Clinic
1000 Quintard Facilities
Suite 500
Anniston, AL 36201

Musculoskeletal Transplant     Trade Vendor              $104,654
Foundation
125 May Street
Edison, NJ 08837

Advanced Clinical              Staffing Services          $84,022
Employment Staffing
28276 State Highway 75
Oneonta, AL 35121-1659

Alabama Gas Corporation        Utility Services          $147,552
605 Richard Arrington Blvd.
North Birmingham, AL 35203

Physicians Emergency Service   ER Staffing                $84,000
812 Aberlady Place
Birmingham, AL 35242

Sodexo                         Trade Vendor              $200,000
9801 Washingtonian Boulevard
Gaithersburg, Maryland 20878


PRIMUS GUARANTY: S&P Cuts Counterparty Credit Rating to BB
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Primus Guaranty Ltd. to 'BB' from 'BBB+'.  The firm
remains on CreditWatch with negative implications.

The downgrade reflects S&P's rising concern that Primus Financial
Products Inc., its derivatives product company, may experience
diminishing cash flows.

Primus relies on revenue streams generated by the DPC for its
profitability and debt service.  The DPC's viability as a
counterparty to engage in the credit default swap business is
imperative for the company's success.  Lower volumes of CDS have
been written in the second and third quarters of 2008 after a
strong first quarter of growth.  As a result, net revenue streams
are weakening--its portfolio has declined from its high of around
$24 billion.  Unearned premiums tend to decline as they are
collected over time or are settled in the event of a default.  
Primus still has more than $300 million in unearned premium to
collect over the life of the portfolios (3.5 years on average).

Revenue streams are concentrated in single-name CDS.  Tranche
business has been at a standstill for the past year generating
minimal incremental revenues.

"Until recently, we believed that much of the deterioration in
GAAP earnings was attributable to market sentiment towards the
widening of spreads as opposed to actual credit deterioration.  
Persistently weak and still-eroding economic conditions are
leading to a higher level of corporate defaults, which we now
think will negatively affect liquidity in settling contracts and
capital, lead to actual realized losses at PFP, and, ultimately,
disrupt cash flows to Primus," said Standard & Poor's credit
analyst Daniel Teclaw.

"We will continue to monitor the DPC portfolio's new business
originations along with its collection and cash flow trends.  We
will also monitor any credit events to see how they may have an
impact upon the company's liquidity and capital.  We do not see
any upward potential for the rating in the current economic
environment. Furthermore, if corporate defaults continue to
manifest themselves in credit events for the DPC, the rating could
be lowered further," Mr. Teclaw added.


RAMP: Moody's Chips Ratings on 217 Tranches From 31 Subprime RMBS
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 217
tranches from 31 subprime RMBS transactions issued by RAMP.  The
collateral backing these transactions consists primarily of first-
lien, fixed and adjustable-rate, subprime residential mortgage
loans.

These actions follow and are as a result of Moody's September 18th
2008 announcement that it had updated its loss projections on
first-lien subprime RMBS.

Moody's Investors Service also takes action on certain insured
notes.  The ratings on securities that are guaranteed or "wrapped"
by a financial guarantor is the higher of a) the rating of the
guarantor or b) the published underlying rating.

The underlying ratings on these insured notes reflect the
intrinsic credit quality of the notes in the absence of the
guarantee.  The   -- Current Ratings on the below notes are
consistent with Moody's practice of rating insured securities at
the higher of the guarantor's insurance financial strength rating
and any underlying rating that is public.

Complete rating actions are:

Issuer: RAMP Series 2005-EFC1 Trust

  -- Cl. M-3, Downgraded to A1 from Aa3
  -- Cl. M-4, Downgraded to A3 from A1
  -- Cl. M-5, Downgraded to Baa3 from A2
  -- Cl. M-6, Downgraded to Ba3 from A3
  -- Cl. M-7, Downgraded to Caa2 from Baa1
  -- Cl. M-8, Downgraded to C from Baa2
  -- Cl. M-9, Downgraded to C from Ba2
  -- Cl. B-1, Downgraded to C from B2

Issuer: RAMP Series 2005-EFC2 Trust

  -- Cl. M-7, Downgraded to Baa2 from Baa1
  -- Cl. M-8, Downgraded to Ba2 from Baa2
  -- Cl. M-9, Downgraded to Caa3 from Baa3
  -- Cl. M-10, Downgraded to C from Ba1

Issuer: RAMP Series 2005-EFC3 Trust

  -- Cl. M-9, Downgraded to B1 from Baa3
  -- Cl. M-10, Downgraded to Ca from Ba1

Issuer: RAMP Series 2005-EFC4 Trust

  -- Cl. M-9, Downgraded to Caa2 from Caa1
  -- Cl. M-10, Downgraded to C from Caa2

Issuer: RAMP Series 2005-EFC5 Trust

  -- Cl. M-7, Downgraded to Ba1 from Baa1
  -- Cl. M-8, Downgraded to Caa2 from Ba2
  -- Cl. M-9, Downgraded to C from B3
  -- Cl. M-10, Downgraded to C from Caa2

Issuer: RAMP Series 2005-EFC6 Trust

  -- Cl. M-6, Downgraded to Baa3 from A3
  -- Cl. M-7, Downgraded to Caa2 from Ba1
  -- Cl. M-8, Downgraded to C from B3
  -- Cl. M-9, Downgraded to C from Caa2

Issuer: RAMP Series 2005-EFC7 Trust

  -- Cl. A-I-3, Downgraded to B1 from Baa2

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: B2
  -- Cl. A-II, Currently B1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: B2

Issuer: RAMP Series 2005-NC1 Trust

  -- Cl. A-I-3, Downgraded to B1 from Baa3

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: B3
  -- Cl. A-I-4, Currently B1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Caa1
  -- Cl. A-II, Currently B1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: B3

Issuer: RAMP Series 2005-RS1 Trust

  -- Cl. A-I-5, Downgraded to Aa2 from Aaa
  -- Cl. A-I-6, Downgraded to Aa1 from Aaa
  -- Cl. M-I-1, Downgraded to A1 from Aa2
  -- Cl. M-I-2, Downgraded to Baa1 from A2
  -- Cl. M-I-3, Downgraded to Baa2 from Baa1
  -- Cl. M-I-4, Downgraded to Ba1 from Baa2
  -- Cl. M-II-4, Downgraded to Ca from Caa3

Issuer: RAMP Series 2005-RS2 Trust

  -- Cl. M-7, Downgraded to Caa2 from Caa1
  -- Cl. M-8, Downgraded to C from Caa3

Issuer: RAMP Series 2005-RS3 Trust

  -- Cl. M-1, Downgraded to A1 from Aa1
  -- Cl. M-2, Downgraded to Baa1 from Aa2
  -- Cl. M-3, Downgraded to Ba1 from A2
  -- Cl. M-4, Downgraded to B1 from A3
  -- Cl. M-5, Downgraded to Caa2 from Baa1
  -- Cl. M-6, Downgraded to Ca from Baa3
  -- Cl. M-7, Downgraded to C from Ba3
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. M-9, Downgraded to C from Caa2
  -- Cl. B-1, Downgraded to C from Caa3
  -- Cl. B-2, Downgraded to C from Ca

Issuer: RAMP Series 2005-RS4 Trust

  -- Cl. M-3, Downgraded to A1 from Aa3
  -- Cl. M-4, Downgraded to A3 from A1
  -- Cl. M-5, Downgraded to Baa2 from A2
  -- Cl. M-6, Downgraded to Ba2 from Baa1
  -- Cl. M-7, Downgraded to Caa1 from B1
  -- Cl. M-8, Downgraded to C from B3
  -- Cl. M-9, Downgraded to C from Caa2
  -- Cl. B-1, Downgraded to C from Caa3

Issuer: RAMP Series 2005-RS5 Trust

  -- Cl. M-2, Downgraded to A1 from Aa2
  -- Cl. M-3, Downgraded to Baa1 from Aa3
  -- Cl. M-4, Downgraded to Baa2 from A1
  -- Cl. M-5, Downgraded to Ba1 from Baa2
  -- Cl. M-6, Downgraded to B3 from Ba3
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. M-9, Downgraded to C from Caa2
  -- Cl. B-1, Downgraded to C from Ca

Issuer: RAMP Series 2005-RS6 Trust

  -- Cl. M-3, Downgraded to A1 from Aa3
  -- Cl. M-4, Downgraded to Baa1 from A1
  -- Cl. M-5, Downgraded to Baa2 from A2
  -- Cl. M-6, Downgraded to Ba1 from A3
  -- Cl. M-7, Downgraded to B2 from Baa3
  -- Cl. M-8, Downgraded to Ca from B2
  -- Cl. M-9, Downgraded to C from Caa1
  -- Cl. M-10, Downgraded to C from Caa2

Issuer: RAMP Series 2005-RS7 Trust

  -- Cl. M-8, Downgraded to Caa2 from B2
  -- Cl. M-9, Downgraded to C from B3
  -- Cl. B, Downgraded to C from Caa2

Issuer: RAMP Series 2005-RS8 Trust

  -- Cl. M-6, Downgraded to B3 from B2
  -- Cl. M-7, Downgraded to Ca from B3
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. M-9, Downgraded to C from Caa2
  -- Cl. B-1, Downgraded to C from Caa3
  -- Cl. B-2, Downgraded to C from Ca

Issuer: RAMP Series 2005-RS9 Trust

  -- Cl. A-I-3, Downgraded to B1 from Ba1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Caa1
  -- Cl. A-II, Currently B1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Caa1

Issuer: RAMP Series 2005-RZ3 Trust

  -- Cl. M-5, Downgraded to Baa1 from A2
  -- Cl. M-6, Downgraded to Ba2 from A3
  -- Cl. M-7, Downgraded to Ca from Baa3
  -- Cl. M-8, Downgraded to C from B1
  -- Cl. M-9, Downgraded to C from B2
  -- Cl. M-10, Downgraded to C from Caa1

Issuer: RAMP Series 2006-EFC1 Trust

  -- Cl. M-3, Downgraded to A3 from Aa3
  -- Cl. M-4, Downgraded to Ba1 from A1
  -- Cl. M-5, Downgraded to B3 from A2
  -- Cl. M-6, Downgraded to Ca from Baa1
  -- Cl. M-7, Downgraded to C from B1
  -- Cl. M-8, Downgraded to C from B3
  -- Cl. M-9, Downgraded to C from Caa1

Issuer: RAMP Series 2006-EFC2 Trust

  -- Cl. A-3, Downgraded to Aa2 from Aaa
  -- Cl. A-4, Downgraded to A1 from Aaa
  -- Cl. M-1S, Downgraded to Baa1 from Aa1
  -- Cl. M-2S, Downgraded to Ba1 from Aa2
  -- Cl. M-3S, Downgraded to B2 from Aa3
  -- Cl. M-4, Downgraded to Caa2 from A3
  -- Cl. M-5, Downgraded to C from Baa3
  -- Cl. M-6, Downgraded to C from B1
  -- Cl. M-7, Downgraded to C from B1
  -- Cl. M-8, Downgraded to C from B2
  -- Cl. M-9, Downgraded to C from B3
  -- Cl. B, Downgraded to C from Caa1

Issuer: RAMP Series 2006-NC1 Trust

  -- Cl. M-1, Downgraded to Aa2 from Aa1
  -- Cl. M-2, Downgraded to Baa1 from Aa2
  -- Cl. M-3, Downgraded to Ba1 from A1
  -- Cl. M-4, Downgraded to B3 from Baa3
  -- Cl. M-5, Downgraded to Ca from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3

Issuer: RAMP Series 2006-NC2 Trust

  -- Cl. M-1, Downgraded to A1 from Aa1
  -- Cl. M-2, Downgraded to Baa2 from A2
  -- Cl. M-3, Downgraded to Ba3 from Ba1
  -- Cl. M-4, Downgraded to Caa2 from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3
  -- Cl. B-1, Downgraded to C from Ca

Issuer: RAMP Series 2006-NC3 Trust

  -- Cl. A-2, Downgraded to Aa1 from Aaa
  -- Cl. A-3, Downgraded to Aa3 from Aaa
  -- Cl. M-1, Downgraded to Baa1 from Aa1
  -- Cl. M-2, Downgraded to Ba2 from Baa1
  -- Cl. M-3, Downgraded to B3 from Ba2
  -- Cl. M-4, Downgraded to Ca from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3
  -- Cl. M-10, Downgraded to C from Ca

Issuer: RAMP Series 2006-RS1 Trust

  -- Cl. A-I-3, Downgraded to Aa1 from Aaa
  -- Cl. M-1, Downgraded to A2 from Aa1
  -- Cl. M-2, Downgraded to Baa3 from Baa1
  -- Cl. M-3, Downgraded to B2 from Ba2
  -- Cl. M-4, Downgraded to Ca from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3

Issuer: RAMP Series 2006-RS2 Trust

  -- Cl. M-1, Downgraded to A1 from Aa1
  -- Cl. M-2, Downgraded to Baa2 from Baa1
  -- Cl. M-3, Downgraded to B1 from Ba1
  -- Cl. M-4, Downgraded to Caa2 from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3

Issuer: RAMP Series 2006-RS3 Trust

  -- Cl. A-3, Downgraded to B1 from A1
  -- Cl. A-4, Downgraded to B2 from Baa1
  -- Cl. M-1, Downgraded to Ca from Ba3
  -- Cl. M-2, Downgraded to C from B1
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Caa3
  -- Cl. M-8, Downgraded to C from Ca

Issuer: RAMP Series 2006-RS4 Trust

  -- Cl. A-4, Downgraded to Aa1 from Aaa
  -- Cl. M-1, Downgraded to A1 from Aa1
  -- Cl. M-2, Downgraded to Baa2 from Aa2
  -- Cl. M-3, Downgraded to Ba3 from A3
  -- Cl. M-4, Downgraded to Caa2 from Ba1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. M-9, Downgraded to C from Caa2

Issuer: RAMP Series 2006-RS5 Trust

  -- Cl. A-3, Downgraded to Aa3 from Aa1
  -- Cl. A-4, Downgraded to A2 from Aa2
  -- Cl. M-1, Downgraded to Ba1 from Baa3
  -- Cl. M-2, Downgraded to Caa1 from Ba3
  -- Cl. M-3, Downgraded to Ca from B1
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Ca

Issuer: RAMP Series 2006-RS6 Trust

  -- Cl. A-2, Downgraded to Aa2 from Aa1
  -- Cl. A-3, Downgraded to B3 from Baa3
  -- Cl. A-4, Downgraded to Caa1 from Ba2
  -- Cl. M-1, Downgraded to C from B1
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Caa3
  -- Cl. M-8, Downgraded to C from Ca

Issuer: RAMP Series 2007-RS1 Trust

  -- Cl. A-1, Downgraded to Baa2 from Aaa
  -- Cl. A-2, Downgraded to B3 from Aa2
  -- Cl. A-3, Downgraded to Caa1 from Ba2
  -- Cl. A-4, Downgraded to Caa2 from B2
  -- Cl. A-5, Downgraded to Caa3 from B2
  -- Cl. M-1, Downgraded to C from B3
  -- Cl. M-2, Downgraded to C from Caa1
  -- Cl. M-3, Downgraded to C from Caa2
  -- Cl. M-4, Downgraded to C from Caa3
  -- Cl. M-5, Downgraded to C from Ca
  -- Cl. M-6, Downgraded to C from Ca

Issuer: RAMP Series 2007-RS2 Trust

  -- Cl. A-2, Downgraded to Baa2 from Aa2
  -- Cl. A-3, Downgraded to Baa3 from Aa3
  -- Cl. M-1, Downgraded to Ba3 from Aa2
  -- Cl. M-2, Downgraded to Caa2 from Baa1
  -- Cl. M-3, Downgraded to C from Ba2
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1


RAPID LINK: Names Chris Canfield as CEO & Micheal McGuane as CFO
----------------------------------------------------------------
Rapid Link, Incorporated, disclosed in a Securities and Exchange
Commission filing that effective Oct. 10, 2008, its Board of
Directors, named Chris Canfield as its new Chief Executive
Officer, and Michael McGuane as its new Chief Financial Officer.  

Additionally Matt Liotta, former founder and Chief Executive of
One Ring Networks, Inc., will join the Board of Directors.

Mr. Canfield has served as the President and Chief Financial
Officer, Board member, and President of Rapid Link since 2006, and
takes over for John Jenkins who will remain as Chairman of the
Board.  Michael McGuane takes on the CFO role effective
immediately, moving into the executive ranks from his current role
as Vice President of Finance.  Currently serving as Rapid Link's
Chief Technology Officer, Mr. Liotta has agreed to a Board
position effective immediately.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 29, 2008, KBA
Group LLP, in Dallas, expressed substantial doubt about Rapid
Link Inc.'s ability to continue as a going concern after auditing
the company's consolidated financial statements for the years
ended Oct. 31, 2007, and 2006.  The auditing firm pointed to the
company's recurring losses from continuing operations during each
of the last two fiscal years and working capital and stockholders'
deficits.

                         About Rapid Link

Headquartered in Omaha, Nebraska, Rapid Link Inc. (OTC BB: RPID)
-- http://www.rapidlink.com/-- is a facilities-based, diversified    
communication services company providing various forms of voice,
Internet and data services to wholesale and retail customers
throughout the world.  

During the second quarter of fiscal 2008, the company acquired One
Ring Networks, which operates one of the largest hybrid fiber
optic and fixed wireless networks in the United States, and is one
of the few carriers offering end-to-end communications and
networking services.  

Rapid Link Inc.'s consolidated balance sheet at July 31, 2008,
showed total assets of $12,100,545 and total liabilities of
$14,268,393 resulting in a total shareholders' deficit of
$2,167,848.

At July 31, 2008, the company's consolidated balance sheet showed
strained liquidity with $2,118,694 in total current assets
available to pay $3,171,866 in total current liabilities.

The company reported net loss of $662,934 on revenues of
$4,483,714 for the quarterly period ended July 31, 2008, compared
to a $505,406 net loss on revenues of $4,229,804 for the same
period a year ago.


REFCO INC: Files Quarterly Report for Period Ended September 30
---------------------------------------------------------------
Refco, Inc., and its affiliates, including Refco Capital Markets,
Ltd., delivered to the U.S. District Court for the Southern
District of New York a copy of their post-confirmation quarterly
report for the period from July 1 to Sept. 30, 2008.

Peter F. James, controller of Refco, reports that cash balance
of $147,755,000 at the start of July 2008 decreased to
$146,403,000 at the end of the reporting period.  The
Reorganized Debtors received $7,236,000 in total cash and
disbursed $8,588,000 for the second quarter of 2008.

      Unaudited Schedule of Cash Receipts and Disbursements
                          (in thousands)

                      Beginning                           Ending
Debtor                Balance  Receipts  Disbursements  Balance
------               --------- --------  -------------  -------
Refco Capital Markets  $86,571      $578    ($4,170)     $82,979
Refco Capital LLC       12,566     6,402     (1,877)       6,941
Refco Commodity Mgt.     4,386        26         (2)       4,410
Refco F/X Assoc.         8,527        23     (1,666)       6,884
Refco Global Holdings   34,867       207         (1)      45,073
Refco Inc.                 838         -        872          116
Other Debtors                -         -          -            -
                      --------  --------   --------     --------
         Totals       $147,755    $7,236    ($8,588)    $146,403

Mr. James notes that Refco Capital LLC made intercompany
transfers totaling $10,150,000 broken down as $10,000,000 to
Refco Global Holdings, LLC, and $150,000 to Refco Inc.

The Reorganized Debtors served as paying agent for certain non-
Debtors and Refco, LLC.

Mr. James states that the $578,000 in receipts for RCM includes
$231,000 in proceeds from miscellaneous asset recoveries and
$347,000 in interest income.

Mr. James adds that RCM's $4,170,000 disbursement includes
distributions to creditors, totaling $2,280,000, and the payment
of operating expenses, including professional fees.  He notes
that no securities were sold during the reporting period.

Furthermore, Mr. James reports that $6,400,000 in receipts for
Refco Capital LLC includes (i) a $10,000,000 transfer in July
2008 by Refco Capital to Refco Global Holdings, for investment in
treasury and other government securities, and (ii) $150,000 in
funding by Refco Capital to Refco, Inc. for catch-up payments to
Contributing Debtor Allowed Class 5a Unsecured Claims for claims
allowed subsequent to June 30, 2008.

Mr. James states that the cash balance at June 30, 2008, includes
reserves, totaling $6,900,000, for disputed claims and wind-down
costs.

Mr. James discloses RCMI received $26,000 as interest income and
paid $2,000 for its direct expenses.  Refco F/X Associates also:

   * earned interest income totaling $23,000;

   * disbursed $1,670,000 for operating expenses and professional
     fees, totaling $100,000; and

   * made distributions to creditors, totaling $1,570,000.

According to Mr. James, Refco Global Holding, LLC, received
$207,000 as interest income.  It disbursed $1,000 for its direct
expenses.  Its intercompany receipts include the $10,000,000
transfer by Refco Capital LLC for investment in treasury and
other government securities.  

Mr. James notes that the Reorganized Debtors' cash balance at
September 30, 2008, includes $45,100,000 for reserves for
disputed claims against the Contributing Debtors and for wind-
down costs.

The Debtors' cash at Sept. 30, 2008, and at June 30, 2008,
included $100,000 and $900,000 for outstanding checks from the
first through the sixth interim distributions to allowed class 5a
unsecured claims, Mr. James noted.

Mr. James reports that all insurance policies of the Reorganized
Debtors are fully paid for the current period, including amounts
owed for workers' compensation and disability insurance.

            Schedule of Cash Distributions to Creditors
                          (in thousands)

                                      Quarter Ended   Emergence
                                      Sep. 30, 2008   to Date
                                      --------------  ---------
Administrative and Operating Expenses       $2,924      $87,959

TREATMENT OF CONTRIBUTING DEBTORS'
CREDITORS AND INTEREST HOLDERS
Priority Tax Claims                            600        1,557
Class 1 - Non Tax Priority Claims                -            -
Class 2 - Other Secured Claims                   -            -
Class 3 - Secured Lender Claims                  -      703,967
Class 4 - Senior Subordinated Note Claims        -      335,985
Class 5(a) - Contributing Debtors
   General Unsecured Claims                    872      137,172
Class 5(b) - Related Claims                      -            -
Class 6 - RCM Intercompany Claims                -            -
Class 7 - Subordinated Claims                    -            -
Class 8 - Old Equity Interests                   -            -

TREATMENT OF FXA CREDITORS
Priority Tax Claims                              -           90
Class 1 - FXA Non-Tax Priority Claims            -            -
Class 2 - FXA Other Secured Claims               -            -
Class 3 - FXA Secured Lender Claims              -            -
Class 4 - FXA Sr. Subordinated Note Claims       -            -
Class 5(a) - FXA General Unsecured Claims    1,037       19,453
Class 5(b) - Related Claims                      -            -
Class 6 - FXA Convenience Claims                 -        4,827
Class 7 - FXA Subordinated Claims                -            -

TREATMENT OF RCM CREDITORS
Priority Tax Claims                              -            -
Class 1 - RCM Non-Tax Priority Claims            -            -
Class 2 - RCM Other Secured Claims               -            -
Class 3 - RCM FX/Unsecured Claims            1,562      324,465
Class 4 - RCM Securities Customer Claims       717    2,585,394
Class 5 - RCM Leuthold Metals Claims             -       19,364
Class 6 - Related Claims                         -            -
Class 7 - RCM Subordinated Claims                -            -

A full-text copy of the Reorganized Debtors' Post-Confirmation
Quarterly Report for the Third Quarter 2008 is available at no
charge at http://ResearchArchives.com/t/s?3403

                          About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/    
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.  (Refco Bankruptcy News, Issue No. 88; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


REGENT COMMUNICATIONS: S&P Cuts $240MM Facilities Rating to 'B-'
----------------------------------------------------------------
Standard & Poor's Rating Services lowered its long-term corporate
credit rating on Covington, Kentucky-based Regent Communications
Inc. to 'B-' from 'B'.  The outlook is negative.

At the same time, S&P lowered the issue-level rating on Regent
Broadcasting LLC's $240 million senior secured credit facilities
to 'B-' from 'B+'.  The recovery rating on this debt was revised
to '3', which indicates S&P's expectation of meaningful recovery
in the event of a payment default, from '2'.  The credit facility
consists of a $115 million term loan, a $50 million delayed-draw
term loan, and a $75 million revolving credit facility, all due
2013.

"The ratings downgrade reflects the company's narrow margin of
covenant compliance and our concern that it may have difficulty
meeting its year-end covenant, especially as economic conditions
worsen," said Standard & Poor's credit analyst Michael Altberg.

As of June 30, 2008, total debt to EBITDA was 6.5x versus a 7.0x
financial covenant, leaving roughly a 7% cushion against EBITDA
declines.  The covenant stepped down to 6.75x on Oct. 1, 2008, and
will continue to tighten to 6.50x at April 1, 2009.

Regent is a radio station operator primarily focused on small and
midsize markets, with designated market area rankings ranging from
50 to 150.  National advertising, a highly volatile revenue
source, only accounts for 14% of total revenue due to the
company's small market focus, compared to an average of about 20%
for most radio broadcasters.  Regent's station clusters are
primarily ranked No. 1 or No. 2 in their markets.  Its operating
performance is closely tied to the health of the Buffalo and
Albany, New York, radio advertising markets, which account for a
significant portion of the company's revenue and cash flow.


RENAISSANCE CUSTOM: Gets Interim Authority to Borrow $310,000
-------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Bankruptcy
Court for the District of Oregon gave interim authority to
Renaissance Custom Homes, LLC, and its debtor-affiliates to borrow
$310,000 for construction costs and operational expenses.  The
Court has set another hearing on Nov. 3, 2008, to consider the
Debtors' request for final authority to borrow $600,000.

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 and two of its debtor-affiliates filed separate petitions
for Chapter 11 relief on on Sept. 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 as counsel.  In its filing, Renaissance Custom Homes LLC  
listed between $50 million and $100 million in assets, and between
$50 million and $100 million in debts.


RFC: Moody's Lowers Ratings on 346 Tranches From 43 Subprime RMBS
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 346
tranches from 43 subprime RMBS transactions issued by RFC (RASC).  
The collateral backing these transactions consists primarily of
first-lien, fixed and adjustable-rate, subprime residential
mortgage loans.

These actions follow and are as a result of Moody's September 18,
2008, announcement that it had updated its loss projections on
first-lien subprime RMBS.

Moody's Investors Service also takes action on certain insured
notes.  The ratings on securities that are guaranteed or "wrapped"
by a financial guarantor is the higher of a) the rating of the
guarantor or b) the published underlying rating.

The underlying ratings on these insured notes reflect the
intrinsic credit quality of the notes in the absence of the
guarantee.  The   -- Current Ratings on the below notes are
consistent with Moody's practice of rating insured securities at
the higher of the guarantor's insurance financial strength rating
and any underlying rating that is public.

Complete rating actions are:

Issuer: RASC Series 2005-AHL1 Trust

  -- Cl. M-5, Downgraded to Ba1 from Baa3
  -- Cl. M-6, Downgraded to B3 from B2
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3

Issuer: RASC Series 2005-AHL2 Trust

  -- Cl. M-4, Downgraded to Baa3 from Baa2
  -- Cl. M-5, Downgraded to B1 from Ba3
  -- Cl. M-6, Downgraded to Ca from B2
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. M-9, Downgraded to C from Caa2
  -- Cl. M-10, Downgraded to C from Caa3

Issuer: RASC Series 2005-AHL3 Trust

  -- Cl. M-1, Downgraded to A2 from A1
  -- Cl. M-3, Downgraded to Caa1 from B3
  -- Cl. M-4, Downgraded to Ca from B3
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Caa2
  -- Cl. M-7, Downgraded to C from Caa3
  -- Cl. M-8, Downgraded to C from Ca

Issuer: RASC Series 2005-EMX1 Trust

  -- Cl. M-5, Downgraded to Baa3 from Baa2
  -- Cl. M-6, Downgraded to Ba2 from Ba1
  -- Cl. B, Downgraded to Ca from Ba3

Issuer: RASC Series 2005-EMX2 Trust

  -- Cl. M-2, Downgraded to A1 from Aa2
  -- Cl. M-3, Downgraded to A2 from Aa3
  -- Cl. M-4, Downgraded to Baa1 from A1
  -- Cl. M-5, Downgraded to Baa2 from Baa1
  -- Cl. M-6, Downgraded to Ba1 from Baa2
  -- Cl. M-7, Downgraded to B2 from Baa3
  -- Cl. M-8, Downgraded to Caa1 from Ba1
  -- Cl. M-9, Downgraded to Caa3 from Ba3
  -- Cl. B, Downgraded to Ca from B2

Issuer: RASC Series 2005-EMX3 Trust

  -- Cl. M-8, Downgraded to Ba2 from Baa3
  -- Cl. M-9, Downgraded to Caa2 from B3
  -- Cl. M-10, Downgraded to C from Caa1

Issuer: RASC Series 2005-EMX4 Trust

  -- Cl. M-5, Downgraded to Baa2 from A2
  -- Cl. M-6, Downgraded to B1 from A3
  -- Cl. M-7, Downgraded to Caa3 from Baa2
  -- Cl. M-8, Downgraded to C from Ba2
  -- Cl. M-9, Downgraded to C from B2

Issuer: RASC Series 2005-EMX5 Trust

  -- Cl. A-2, Downgraded to B1 from Aa3

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Caa1
  -- Cl. A-3, Currently B1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Caa2

Issuer: RASC Series 2005-KS1 Trust

  -- Cl. M-2, Downgraded to Baa2 from A2
  -- Cl. M-3, Downgraded to Ba1 from A3
  -- Cl. M-4, Downgraded to B2 from Baa1
  -- Cl. M-5, Downgraded to Ca from Baa2
  -- Cl. M-6, Downgraded to C from Baa3
  -- Cl. B, Downgraded to C from Ba1

Issuer: RASC Series 2005-KS10 Trust

  -- Cl. M-6, Downgraded to Ba1 from Baa3
  -- Cl. M-7, Downgraded to Caa2 from B2
  -- Cl. M-8, Downgraded to C from B2
  -- Cl. M-9, Downgraded to C from B3
  -- Cl. B, Downgraded to C from Caa1

Issuer: RASC Series 2005-KS11 Trust

  -- Cl. M-3, Downgraded to A1 from Aa3
  -- Cl. M-4, Downgraded to Baa1 from A1
  -- Cl. M-5, Downgraded to Ba3 from A3
  -- Cl. M-6, Downgraded to Caa2 from Baa3
  -- Cl. M-7, Downgraded to C from B2
  -- Cl. M-8, Downgraded to C from B2
  -- Cl. M-9, Downgraded to C from Caa1

Issuer: RASC Series 2005-KS12 Trust

  -- Cl. M-3, Downgraded to A1 from Aa3
  -- Cl. M-4, Downgraded to Baa2 from A1
  -- Cl. M-5, Downgraded to B1 from A2
  -- Cl. M-6, Downgraded to Caa2 from Baa2
  -- Cl. M-7, Downgraded to C from Ba3
  -- Cl. M-8, Downgraded to C from B3
  -- Cl. M-9, Downgraded to C from Caa1

Issuer: RASC Series 2005-KS2 Trust

  -- Cl. M-1, Downgraded to A1 from Aa2
  -- Cl. M-2, Downgraded to Baa3 from A2
  -- Cl. M-3, Downgraded to Ba3 from A3
  -- Cl. M-4, Downgraded to Ca from Baa1
  -- Cl. M-5, Downgraded to C from Baa2
  -- Cl. M-6, Downgraded to C from Baa3
  -- Cl. B, Downgraded to C from Ba1

Issuer: RASC Series 2005-KS3 Trust

  -- Cl. M-8, Downgraded to Ba3 from Ba2
  -- Cl. M-9, Downgraded to Caa1 from Ba3
  -- Cl. M-10, Downgraded to C from B2
  -- Cl. B-1, Downgraded to C from Caa1
  -- Cl. B-2, Downgraded to C from Caa2

Issuer: RASC Series 2005-KS4 Trust

  -- Cl. M-3, Downgraded to Baa1 from A2
  -- Cl. M-5, Downgraded to Ba1 from Baa3
  -- Cl. M-6, Downgraded to B2 from Ba2
  -- Cl. M-7, Downgraded to Ca from B1
  -- Cl. B-1, Downgraded to C from B3

Issuer: RASC Series 2005-KS5 Trust

  -- Cl. M-8, Downgraded to Ba2 from Ba1
  -- Cl. M-9, Downgraded to Caa2 from Ba2
  -- Cl. B-1, Downgraded to C from B1
  -- Cl. B-2, Downgraded to C from Caa2

Issuer: RASC Series 2005-KS6 Trust

  -- Cl. M-6, Downgraded to Baa1 from A3
  -- Cl. M-7, Downgraded to Baa3 from Baa1
  -- Cl. M-8, Downgraded to Ba1 from Baa3
  -- Cl. M-9, Downgraded to Caa2 from Ba2
  -- Cl. M-10, Downgraded to C from B1

Issuer: RASC Series 2005-KS7 Trust

  -- Cl. M-8, Downgraded to Baa3 from Baa2
  -- Cl. M-9, Downgraded to B2 from Ba3
  -- Cl. M-10, Downgraded to Ca from B3

Issuer: RASC Series 2005-KS8 Trust

  -- Cl. M-8, Downgraded to B1 from Ba2
  -- Cl. M-9, Downgraded to Ca from B2
  -- Cl. M-10, Downgraded to C from B3

Issuer: RASC Series 2005-KS9 Trust

  -- Cl. M-9, Downgraded to B2 from B1
  -- Cl. B-1, Downgraded to Ca from B3
  -- Cl. B-2, Downgraded to C from Caa1

Issuer: RASC Series 2006-EMX1 Trust

  -- Cl. M-2, Downgraded to Baa1 from Aa2
  -- Cl. M-3, Downgraded to Ba1 from Aa3
  -- Cl. M-4, Downgraded to B1 from A1
  -- Cl. M-5, Downgraded to Caa2 from A2
  -- Cl. M-6, Downgraded to C from A3
  -- Cl. M-7, Downgraded to C from Baa3
  -- Cl. M-8, Downgraded to C from B2
  -- Cl. M-9, Downgraded to C from B3

Issuer: RASC Series 2006-EMX2 Trust

  -- Cl. A-3, Downgraded to Aa1 from Aaa
  -- Cl. M-1, Downgraded to A1 from Aa1
  -- Cl. M-2, Downgraded to Baa3 from Aa2
  -- Cl. M-3, Downgraded to B1 from Aa3
  -- Cl. M-4, Downgraded to Caa2 from A1
  -- Cl. M-5, Downgraded to C from A2
  -- Cl. M-6, Downgraded to C from Baa2
  -- Cl. M-7, Downgraded to C from B2
  -- Cl. M-8, Downgraded to C from B3
  -- Cl. M-9, Downgraded to C from Caa1

Issuer: RASC Series 2006-EMX3 Trust

  -- Cl. A-2, Downgraded to Aa2 from Aaa
  -- Cl. A-3, Downgraded to A1 from Aaa
  -- Cl. M-1, Downgraded to Baa2 from Aa1
  -- Cl. M-2, Downgraded to B2 from Aa2
  -- Cl. M-3, Downgraded to Caa2 from Aa3
  -- Cl. M-4, Downgraded to C from Baa1
  -- Cl. M-5, Downgraded to C from B1
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3

Issuer: RASC Series 2006-EMX4 Trust

  -- Cl. A-3, Downgraded to A3 from Aaa
  -- Cl. A-4, Downgraded to Baa1 from Aaa
  -- Cl. M-1, Downgraded to Ba3 from Aa1
  -- Cl. M-2, Downgraded to Caa2 from A3
  -- Cl. M-3, Downgraded to C from Ba1
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3

Issuer: RASC Series 2006-EMX5 Trust

  -- Cl. A-3, Downgraded to Ba1 from Aaa
  -- Cl. A-4, Downgraded to Ba2 from Aaa
  -- Cl. M-1, Downgraded to Caa2 from Aa1
  -- Cl. M-2, Downgraded to C from Baa1
  -- Cl. M-3, Downgraded to C from Ba3
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Ca

Issuer: RASC Series 2006-EMX6 Trust

  -- Cl. A-3, Downgraded to Baa3 from Aaa
  -- Cl. A-4, Downgraded to Ba1 from Aaa
  -- Cl. M-1, Downgraded to B3 from Aa3
  -- Cl. M-2, Downgraded to Ca from Ba2
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Ca

Issuer: RASC Series 2006-EMX7 Trust

  -- Cl. A-3, Downgraded to Baa2 from Aaa
  -- Cl. A-4, Downgraded to Baa3 from Aaa
  -- Cl. M-1, Downgraded to B3 from Aa3
  -- Cl. M-2, Downgraded to Ca from Ba1
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3

Issuer: RASC Series 2006-EMX8 Trust

  -- Cl. A-I-3, Downgraded to Ba3 from Aaa
  -- Cl. A-I-4, Downgraded to B1 from Aaa
  -- Cl. A-II, Downgraded to Ba3 from Aaa
  -- Cl. M-1, Downgraded to Caa3 from A3
  -- Cl. M-2, Downgraded to C from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Ca

Issuer: RASC Series 2006-EMX9 Trust

  -- Cl. A-I-2, Downgraded to Aa2 from Aaa
  -- Cl. A-I-3, Downgraded to Ba1 from Aaa
  -- Cl. A-I-4, Downgraded to Ba2 from Aaa
  -- Cl. A-II, Downgraded to Ba1 from Aaa
  -- Cl. M-1, Downgraded to Caa2 from Aa3
  -- Cl. M-2, Downgraded to C from B1
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Ca

Issuer: RASC Series 2006-KS1 Trust

  -- Cl. M-2, Downgraded to A1 from Aa2
  -- Cl. M-3, Downgraded to Baa1 from Aa3
  -- Cl. M-4, Downgraded to Ba1 from A2
  -- Cl. M-5, Downgraded to B3 from Baa1
  -- Cl. M-6, Downgraded to C from Baa3
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from B3
  -- Cl. M-9, Downgraded to C from Caa1

Issuer: RASC Series 2006-KS2 Trust

  -- Cl. M-2, Downgraded to A1 from Aa2
  -- Cl. M-3, Downgraded to A3 from Aa3
  -- Cl. M-4, Downgraded to Baa2 from A1
  -- Cl. M-5, Downgraded to B1 from A2
  -- Cl. M-6, Downgraded to Caa2 from A3
  -- Cl. M-7, Downgraded to C from Ba2
  -- Cl. M-8, Downgraded to C from B2
  -- Cl. M-9, Downgraded to C from B3
  -- Cl. M-10, Downgraded to C from Caa2

Issuer: RASC Series 2006-KS3 Trust

  -- Cl. M-1, Downgraded to A1 from Aa1
  -- Cl. M-2, Downgraded to Baa2 from Aa2
  -- Cl. M-3, Downgraded to Ba3 from Aa3
  -- Cl. M-4, Downgraded to Caa2 from A1
  -- Cl. M-5, Downgraded to C from Baa2
  -- Cl. M-6, Downgraded to C from B1
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. M-9, Downgraded to C from Caa2
  -- Cl. M-10, Downgraded to C from Caa3
  -- Cl. M-11, Downgraded to C from Ca

Issuer: RASC Series 2006-KS4 Trust

  -- Cl. A-4, Downgraded to Aa1 from Aaa
  -- Cl. M-1, Downgraded to A2 from Aa1
  -- Cl. M-2, Downgraded to Baa3 from Aa2
  -- Cl. M-3, Downgraded to Ba3 from A1
  -- Cl. M-4, Downgraded to Caa2 from Baa2
  -- Cl. M-5, Downgraded to C from B1
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Ca
  -- Cl. M-10, Downgraded to C from Ca

Issuer: RASC Series 2006-KS5 Trust

  -- Cl. A-3, Downgraded to Aa3 from Aaa
  -- Cl. A-4, Downgraded to A2 from Aaa
  -- Cl. M-1, Downgraded to Baa2 from Aa1
  -- Cl. M-2, Downgraded to B2 from Aa2
  -- Cl. M-3, Downgraded to Ca from A1
  -- Cl. M-4, Downgraded to C from Baa3
  -- Cl. M-5, Downgraded to C from B1
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3
  -- Cl. B, Downgraded to C from Ca

Issuer: RASC Series 2006-KS6 Trust

  -- Cl. A-3, Downgraded to Aa2 from Aaa
  -- Cl. A-4, Downgraded to A1 from Aaa
  -- Cl. M-1, Downgraded to A3 from Aa1
  -- Cl. M-2, Downgraded to Ba1 from Aa2
  -- Cl. M-3, Downgraded to B2 from A1
  -- Cl. M-4, Downgraded to Caa2 from Baa2
  -- Cl. M-5, Downgraded to C from B1
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. M-9, Downgraded to C from Caa2
  -- Cl. B, Downgraded to C from Caa3

Issuer: RASC Series 2006-KS7 Trust

  -- Cl. A-3, Downgraded to Aa2 from Aaa
  -- Cl. A-4, Downgraded to A1 from Aaa
  -- Cl. M-1, Downgraded to Baa1 from Aa1
  -- Cl. M-2, Downgraded to Ba1 from Aa3
  -- Cl. M-3, Downgraded to B2 from Baa1
  -- Cl. M-4, Downgraded to Ca from Ba3
  -- Cl. M-5, Downgraded to C from B1
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. M-9, Downgraded to C from Caa2

Issuer: RASC Series 2006-KS8 Trust

  -- Cl. A-3, Downgraded to Baa1 from Aaa
  -- Cl. A-4, Downgraded to Baa2 from Aaa
  -- Cl. M-1, Downgraded to B1 from A2
  -- Cl. M-2, Downgraded to Caa3 from Ba3
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Ca

Issuer: RASC Series 2006-KS9 Trust

  -- Cl. A-I-2, Downgraded to Aa2 from Aaa
  -- Cl. A-I-3, Downgraded to Ba3 from Aaa
  -- Cl. A-I-4, Downgraded to B1 from Aaa
  -- Cl. A-II, Downgraded to Ba3 from Aaa
  -- Cl. M-1S, Downgraded to Caa3 from A3
  -- Cl. M-2S, Downgraded to C from B1
  -- Cl. M-3S, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Caa2
  -- Cl. M-7, Downgraded to C from Caa3
  -- Cl. M-8, Downgraded to C from Ca
  -- Cl. M-9, Downgraded to C from Ca

Issuer: RASC Series 2007-EMX1 Trust

  -- Cl. A-I-1, Downgraded to B1 from A1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: B3
  -- Cl. A-I-2, Downgraded to B1 from Ba2

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Caa2
  -- Cl. A-I-3, Currently B1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Caa3
  -- Cl. A-I-4, Currently B1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Caa3
  -- Cl. A-II, Currently B1

Financial Guarantor: Financial Guaranty Insurance Company (B1,
negative outlook)

  -- Underlying Rating: Caa2

Issuer: RASC Series 2007-KS1 Trust

  -- Cl. A-2, Downgraded to A2 from Aaa
  -- Cl. A-3, Downgraded to Baa1 from Aaa
  -- Cl. A-4, Downgraded to Baa2 from Aaa
  -- Cl. M-1S, Downgraded to B1 from Aa1
  -- Cl. M-2S, Downgraded to Caa2 from A1
  -- Cl. M-3S, Downgraded to C from Baa1
  -- Cl. M-4, Downgraded to C from Ba2
  -- Cl. M-5, Downgraded to C from B1
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Ca

Issuer: RASC Series 2007-KS2 Trust

  -- Cl. A-I-2, Downgraded to Baa2 from Aaa
  -- Cl. A-I-3, Downgraded to Ba1 from Aaa
  -- Cl. A-I-4, Downgraded to Ba2 from Aaa
  -- Cl. A-II, Downgraded to Ba1 from Aaa
  -- Cl. M-1, Downgraded to Caa1 from Aa3
  -- Cl. M-2, Downgraded to C from Baa3
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2

Issuer: RASC Series 2007-KS3 Trust

  -- Cl. A-I-2, Downgraded to Baa2 from Aaa
  -- Cl. A-I-3, Downgraded to Ba1 from Aaa
  -- Cl. A-I-4, Downgraded to Ba2 from Aaa
  -- Cl. A-II, Downgraded to Ba1 from Aaa
  -- Cl. M-1S, Downgraded to Caa2 from A1
  -- Cl. M-2S, Downgraded to C from Ba3
  -- Cl. M-3S, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Ca

Issuer: RASC Series 2007-KS4 Trust

  -- Cl. A-2, Downgraded to Baa2 from Aaa
  -- Cl. A-3, Downgraded to Ba2 from Aaa
  -- Cl. A-4, Downgraded to Ba3 from Aaa
  -- Cl. M-1S, Downgraded to B3 from Aa1
  -- Cl. M-2S, Downgraded to C from Baa1
  -- Cl. M-3S, Downgraded to C from Baa2
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B3
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Ca


RITE AID: Board OKs Reverse Stock Split to Ensure NYSE Compliance
-----------------------------------------------------------------
Rite Aid Corporation 's board of directors approved a reverse
stock split of the company's common stock.  The board's decision
is intended to ensure that Rite Aid is in full compliance with
the New York Stock Exchange listing rules.  The reverse stock
split is subject to stockholder approval.

The company said it was notified on Oct. 16, 2008, by the NYSE
that the average closing share price of its common stock had
fallen below $1 per share over 30 consecutive trading days so
that the company was no longer in compliance with the NYSE's share
price listing standard.  Subject to the NYSE rules, Rite Aid has
six months from the date of the notice to regain compliance with
the minimum share price rule.  During that time, Rite Aid's
common stock continues to be listed on the NYSE and trade as
usual. Rite Aid is in compliance with all other NYSE listing
rules.

The company said it believes a reverse stock split would also
benefit stockholders because a higher price will make Rite Aid
common stock more attractive to a broader range of institutional
and other investors.

Once stockholders approve the split, Rite Aid's board will
select a reverse stock split ratio of either 1-for-10, 1-for-15
or 1-for-20 so that, depending on the ratio chosen, either 10,
15 or 20 shares of issued and outstanding common stock will
convert into one share of common stock.  The price of each
common share would increase by the same ratio so that a
stockholder would have fewer but higher priced shares, keeping
the total investment the same when the market opens on the date
a split becomes effective.  A reverse stock split would not have
any impact on the voting and other rights of stockholders.  Rite
Aid said a reverse stock split will have no impact on its
business operations or any of its credit facilities.

The company plans to hold a special meeting of stockholders and
complete the reverse stock split in December. The time, date,
location and other details regarding the special meeting will be
communicated to stockholders at a later date via proxy material
which will be filed with, and subject to the review by the
Securities and Exchange Commission.  Rite Aid's board has
preliminarily set Oct. 28, 2008, as the record date for
stockholders entitled to receive a proxy statement and vote at
the special meeting.

Per NYSE rules, Rite Aid will be in compliance with the share
price listing rule if at the end of the six month cure period it
has at least a $1.00 share price and has maintained at least a
$1.00 average closing share price over the preceding 30
consecutive trading days.

Stockholders may obtain a free copy of the proxy statement and
other documents, when available.  When filed, the proxy statement
and these other documents may also be obtained for free from the
company by directing a request to Rite Aid Corporation, 30 Hunter
Lane, Camp Hill, Pennsylvania 17011, Attention: Investor
Relations.

                  About Rite Aid Corporation

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is a drugstore chain           
with more than 5,000 stores in 31 states and the District of
Columbia.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 29, 2008,
Moody's Investors Service downgraded Rite Aid Corporation's long
term ratings, including its probability of default rating, to Caa1
from B3 and affirmed its speculative grade liquidity rating at
SGL-4.  In addition, Rite Aid's long term ratings were placed on
review for further possible downgrade.  The downgrade to Caa1
reflects Rite Aid's very weak operating performance for the second
quarter ended August 30, 2008 (EBIT fell to negative $62 million
versus positive $29 million in the prior period) which has
resulted in a weakening in credit metrics.  The review for further
possible downgrade reflects Rite Aid's continued difficulties at
its Eckert subsidiary, management's downward earnings revision, as
well as the high likelihood that EBIT will be unable to cover
interest for the full year ended March 2009 and that many of Rite
Aid's debt protection measures will deteriorate further.  These
ratings are downgraded and placed on review for further possible
downgrade:

  -- Corporate family rating to Caa1 from B3;
  -- Probability of default rating to Caa1 from B3;
  -- First-lien bank facilities to B2 from Ba3;
  -- Second-lien secured notes to Caa1 from B3;
  -- Guaranteed senior notes to Caa2 from Caa1;
  -- Senior notes and debentures to Caa3 from Caa2.

This rating is affirmed:

  -- Speculative grade liquidity rating at SGL-4.

The current LGD assessments remain subject to change.
                       

SALS B-2005-1: Moody's Cuts $9MM Notes Rating to 'Ca' from 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service has downgraded its rating on the notes
issued by SALS B-2005-1:

Class Description: $9,000,000 SALS B-2005-1 Floating Rate Notes
due June 20, 2012

  -- Prior Rating: Caa2
  -- Prior Rating Date: 7/8/2008
  -- Current Rating: Ca

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 Freddie Mac, which were placed
into the conservatorship of the U.S. government on September 8,
2008.


SANKATY HIGH: Decline in Prices Cues Fitch to Cut 5 Notes Ratings
-----------------------------------------------------------------
Fitch Ratings downgraded five classes of notes issued by Sankaty
High Yield Partners III, L.P., and places eight classes on Rating
Watch Negative.

Due to recent further declines in secondary loan prices, the class
C, D, and E over-collateralization tests have been breached.  If
the OC test breach is not able to be cured within the 10 business
days' grace period outlined in the Indenture, a liquidation of the
portfolio could occur.  However, the ultimate timing of asset
sales is still to be determined, as the manager is contemplating a
forbearance agreement with the noteholders and lenders to
liquidate the collateral in an orderly fashion.

These rating actions are effective immediately:

  -- $95,000,000 class A-1A first senior secured variable-funding
     notes remain at 'AAA', placed on Rating Watch Negative;

  -- $105,000,000 equivalent class A-1B first second senior
     secured variable-funding multi-currency notes remain at
     'AAA', placed on Rating Watch Negative;

  -- $35,000,000 class A-1C first senior secured variable-funding
     swingline notes remain at 'AAA', placed on Rating Watch
     Negative;

  -- $220,000,000 class A-1 first senior secured floating-rate
     notes remain at 'AAA', placed on Rating Watch Negative;

  -- $22,500,000 second senior term loan facility 'AA' downgraded
     to 'BBB', placed on Rating Watch Negative;

  -- $14,000,000 class A-2 second senior secured floating-rate
     notes 'AA' downgraded to 'BBB', placed on Rating Watch
     Negative;

  -- $29,500,000 class B third senior secured fixed-rate notes 'A'
     downgraded to 'BB', placed on Rating Watch Negative;

  -- $11,000,000 class B third senior secured floating-rate notes
     'A' downgraded to 'BB', placed on Rating Watch Negative;

  -- $7,500,000 class C senior subordinated secured fixed-rate
     notes 'BBB' downgraded to 'CCC';

  -- $43,000,000 class C senior subordinated secured floating-rate
     notes 'BBB' downgraded to 'CCC';

  -- $3,500,000 class D subordinated secured fixed-rate notes 'BB'
     downgraded to 'CC';

  -- $17,500,000 class D subordinated secured floating-rate notes
     'BB' downgraded to 'CC';

  -- $12,500,000 class E junior subordinated secured floating-rate
     notes 'B downgraded to 'CC'.


SFD@HOLLYWOOD LLC: Files for Chapter 11 Bankruptcy
--------------------------------------------------
SFD@Hollywood LLC, the developer of Hollywood's Great Southern
Hotel, has filed for Chapter 11 reorganization, the South Florida
Business Journal reported Wednesday.   Attorney Thomas M. Messana
of Fort Lauderdale-based Messana Weinstein & Stern, P.A. said the
filing was made as a result of the failure to resolve a dispute
over the delivery of 25,000 square feet of retail space on the
ground floor of the proposed building.

The plan for the project was to renovate certain portions of the
Great Southern into 19 stories of mixed-used space that would have
included 239 condominiums, 25,000 square feet of retail stores and
a parking garage.

Based in Hollywood, Florida, SFD@Hollywood, LLC, is a Single Asset
Real Estate developer.  The company filed for Chapter 11 relief on
Oct. 14, 2008 (Bankr. S.D. Fla. Case No. 08-25185).  Thomas M.
Messana, Esq. at Messana Weinstein & Stern, P.A., 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.


SG: Moody's Chips Ratings on 49 Tranches From Five Subprime RMBS
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 49
tranches from 5 subprime RMBS transactions issued by SG. The
collateral backing these transactions consists primarily of first-
lien, fixed and adjustable-rate, subprime residential mortgage
loans.

These actions follow and are as a result of Moody's September 18,
2008 announcement that it had updated its loss projections on
first-lien subprime RMBS.

Complete rating actions are:

Issuer: SG Mortgage Securities Trust 2005-OPT1

  -- Cl. M-7, Downgraded to Caa2 from B2
  -- Cl. M-8, Downgraded to C from Caa1
  -- Cl. M-9, Downgraded to C from Caa2
  -- Cl. M-10, Downgraded to C from Caa3
  -- Cl. M-11, Downgraded to C from Caa3

Issuer: SG Mortgage Securities Trust 2006-FRE1

  -- Cl. A-1A, Downgraded to Aa3 from Aaa
  -- Cl. A-1B, Downgraded to A2 from Aaa
  -- Cl. A-2B, Downgraded to B1 from Aaa
  -- Cl. A-2C, Downgraded to B2 from Aa1
  -- Cl. M-1, Downgraded to Ca from Baa2
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca

Issuer: SG Mortgage Securities Trust 2006-FRE2

  -- Cl. A-1, Downgraded to Ba3 from Baa3
  -- Cl. A-2C, Downgraded to Caa1 from Baa3
  -- Cl. A-2D, Downgraded to Caa2 from Ba1
  -- Cl. M-1, Downgraded to C from B3
  -- Cl. M-2, Downgraded to C from Caa1
  -- Cl. M-3, Downgraded to C from Caa2
  -- Cl. M-4, Downgraded to C from Caa3
  -- Cl. M-5, Downgraded to C from Ca

Issuer: SG Mortgage Securities Trust 2006-OPT2

  -- Cl. A-1, Downgraded to Baa3 from Aaa
  -- Cl. A-2, Downgraded to Baa3 from Aaa
  -- Cl. A-3B, Downgraded to Ba2 from Aaa
  -- Cl. A-3C, Downgraded to Ba3 from Aaa
  -- Cl. A-3D, Downgraded to B1 from Aa2
  -- Cl. M-1, Downgraded to Ca from Baa3
  -- Cl. M-2, Downgraded to C from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Ca

Issuer: SG Mortgage Securities Trust 2007-NC1

  -- Cl. A-1, Downgraded to Baa2 from Aaa
  -- Cl. A-2, Downgraded to Ba3 from Aa2
  -- Cl. M-1, Downgraded to Caa2 from Baa1
  -- Cl. M-2, Downgraded to C from Ba3
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. M-7, Downgraded to C from Caa1
  -- Cl. M-8, Downgraded to C from Caa2
  -- Cl. M-9, Downgraded to C from Caa3


SIGMA FINANCE: Failure to Cure Default Cues S&P to Put 'D' Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit and
senior debt ratings on Sigma Finance Corp. and its senior debt
ratings on Sigma Finance Inc.

The rating actions follow the Oct. 6, 2008, appointment of
receivers and managers for Sigma and Sigma's failure to cure an
event of default that occurred on Oct. 2, 2008.

On Oct. 2, 2008, Deutsche Trustee Co. Ltd., the security trustee
for Sigma's outstanding debt, received notice that an event of
default had occurred under a liquidity facility.  This notice
constituted an enforcement event under the security trust deed
and, as a result, Sigma entered enforcement.  The security trustee
then appointed the receivers and managers according to the
security trust deed.

Sigma is a limited purpose finance company that began its business
in 1995.
   
                           Ratings Lowered

                          Sigma Finance Corp.
   
                                      Rating
                                      ------
                                 To            From
                                 --            ----
Issuer credit rating             D             CCC-/Watch Neg
Senior debt rating               D             CCC-/Watch Neg
   
Sigma Finance Inc.

                                      Rating
                                      ------
                                 To            From
                                 --            ----
Senior debt rating               D             CCC-/Watch Neg


SUENO DEL RIO: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Sueno Del Rio, LLC
        287 South Indiana Avenue
        Englewood, FL 34223

Bankruptcy Case No.: 08-16249

Chapter 11 Petition Date: October 17, 2008

Court: Middle District of Florida (Tampa)

Judge: Catherine Peek McEwen

Debtor's Counsel: R. John Cole, II, Esq.
                  rjc@rjcolelaw.com
                  R. John Cole, II, PA
                  46 N Washington Blvd, Suite 24
                  Sarasota, FL 34236
                  Tel: (941) 365-4055
                  Fax: (941) 365-4219

Total Assets: $2,100,000

Total Debts: $1,232,781

The Debtor does not have any creditors who are not insiders.


SURE LINK: Case Summary & Two Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Sure Link Storage, LLC
        c/o Randy Pearson
        449 Santa Fe Dr. #105
        Encinitas, CA 92024  

Bankruptcy Case No.: 08-14459

Type of Business: The Debtor operates a storage facility.

Chapter 11 Petition Date: October 17, 2008

Court: District of Arizona (Tucson)

Judge: James M. Marlar

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

Total Assets: $6,352,017

Total Debts: $4,015,750

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

            http://bankrupt.com/misc/azb08-14459.pdf


SYNCHRONOUS AEROSPACE: Moody's Reinstates Ratings; Outlook Neg.
---------------------------------------------------------------
Moody's Investors Service has reinstated ratings on Synchronous
Aerospace Group including a B3 corporate family and a Caa1
probability of default.  The ratings outlook is negative.

Synchronous' B3 corporate family rating reflects concerns about
the sustainability of interest coverage until pricing pressure
from legacy contracts can be corrected.  The rating also reflects
concerns that the Boeing labor strike, which has thus far
continued beyond a month with no talks now underway, may cause
tier one parts suppliers to expand work shut downs which will
materially impair Synchronous' operating performance.  Also
incorporated in the rating is an acknowledgement of the company's
historically high level of revenue predictability based on its
role as a supplier of key components to aircraft OEM's.

The negative outlook reflects both the expectation of weaker
earnings upcoming due to the strike and potential for credit
facility financial ratio covenant breaches in coming periods.
Synchronous maintains several million dollars in cash, and relies
on its $20 million revolving credit line as its source of external
committed liquidity.  An elongation of the Boeing labor strike
could cause a significant decline in ratings.  Should production
and pricing levels normalize and the company's liquidity profile
improve and be sustained, the outlook could be stabilized.

The ratings are:

  -- CFR ... B3
  -- PDR ... Caa1
  -- $20 mil. sr. secured revolver due August 2013 B3 LGD 3, 36%
  -- $75 mil. sr. secured term loan due August 2014 B3 LGD 3, 36%

Synchronous Aerospace Group headquartered in Santa Ana,
California, is a manufacturer of structural components for the
commercial and military aerospace and space industries.   
Synchronous is majority owned by the private equity firm
Littlejohn & Co., LLC.


THOMPSON CREEK: Moody's Withdraws Ratings for Business Reasons
--------------------------------------------------------------
Moody's Investors Service withdrew all ratings on Thompson Creek
following the repayment of the First Lien Term Loan.  The ratings
are being withdrawn for business reasons. Please refer to Moody's
Withdrawal Policy on Moodys.com for further details.

These ratings were withdrawn:

  -- B3 Corporate Family Rating;
  -- B3 Probability of Default Rating;
  -- B3 (LGD 4, 53%) First Lien Term Loan;
  -- B3 (LGD 4, 53%) Revolving Credit Facility

Thompson Creek Metals Company Inc. is engaged in the mining and
processing of molybdenum from two open pit mines in Idaho and
British Columbia and a metallurgical facility in Pennsylvania.


TORRENT ENERGY: U.S. Trustee Wants Case Dismissed or Converted
--------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the U.S. Trustee told
the U.S. Bankruptcy Court for the District of Oregon to either
dismiss the Chapter 11 cases of Torrent Energy Corp. and its
debtor-affiliates or convert the cases to a liquidation under
Chapter 7.

According to Troubled Company Reporter, the Debtors intended to
confirm a Chapter 11 plan until the secured lender Y.A. Global
Investments LP decided to stop funding the reorganization.  On the
same day the Debtors announced the loss of financing, they filed
papers to set up an auction for the sale of the assets to Y.A.
Global, according to the report.

The U.S. Trustee has argued that a sale, where Y.A. would buy the
assets with its secured claim, benefits only Y.A. Global and
´counsel for the debtors whose fees will be paidˇ, according to
Mr. Rochelle.  The U.S. Trustee enumerated the benefits to Y.A.
Global as including obtaining the assets free of liens without
having to undergo multiple real property foreclosures that ´could
be lengthy and expensiveˇ, according to Mr. Rochelle.

Meanwhile, the Court authorized the Debtors to hold an auction on
Nov. 11, 2008, if competing offers are received by Nov. 7, the
report adds.

                       About Torrent Energy

Headquartered in Portland, Oregon, Torrent Energy Corporation
-- http://www.torrentenergy.com/-- is an exploration stage    
company engaged in the exploration for coalbed methane in the Coos
Bay region of Oregon and in the Chehalis Basin region of
Washington State.  The company and two of its affiliates filed for
Chapter 11 protection on June 2, 2008 (Bankr. D. Ore. Case Nos.
08-32638 through 08-32640).  Jeanette L. Thomas, Esq., at
Perkins Coie LLP, represents the Debtors in their restructuring
efforts.  

                       Going Concern Doubt

Peterson Sullivan PLLC, in Seattle, Washington, expressed
substantial doubt about Torrent Energy Corporation's ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended March 31,
2008.  The auditing firm pointed to the company's recurring losses
from operations since inception, substantial accumulated deficit,
and the company's recent filing for reorganization under Chapter
11 of the U.S. Bankruptcy Code.


TORRENT ENERGY: Court Approves Asset Sale Procedures
----------------------------------------------------
OilVoice reports that Torrent Energy Corporation said that the
U.S. Bankruptcy Court for the District of Oregon has approved the
bid procedures for the company's asset sale.

According to OilVoice, bids for the assets must be submitted by
3:00 p.m., on Nov. 7, 2008, and must be at least $4.55 million.  
Once qualifying bids are received, an auction will be held on
Nov. 11, 2008 at 10:00 a.m., at the offices of Perkins Coie LLP in
Portland, Oregon, the report says.

OilVoice relates that a hearing for the approval of the sale will
be held on Nov. 13, 2008, at 9:30 a.m.  The sale is expected to be
closed by Nov. 15, 2008, OilVoice reports.

                       About Torrent Energy

Headquartered in Portland, Oregon, Torrent Energy Corporation
-- http://www.torrentenergy.com/-- is an exploration stage    
company engaged in the exploration for coalbed methane in the Coos
Bay region of Oregon and in the Chehalis Basin region of
Washington State.  The company and two of its affiliates filed for
Chapter 11 protection on June 2, 2008 (Bankr. D. Ore. Case Nos.
08-32638 through 08-32640).  Jeanette L. Thomas, Esq., at
Perkins Coie LLP, represents the Debtors in their restructuring
efforts.  


TRIESTE INVESTMENTS: Seeks to Hire Ryan Rapp as Bankr. Counsel
--------------------------------------------------------------
Trieste Investments, LLLP, seeks permission from the U.S.
Bankruptcy Court for the District of Arizona to employ Ryan Rapp &
Underwood, P.L.C., as bankruptcy counsel, nunc pro tunc to Oct. 6,
2008.

The firm will, among other things, advise the Debtor with respect
to the Debtor's powers and duties in the continued operation of
the business and management of property of the Debtor, negotiate
with creditors, and appear before the Court, any appellate courts,
and the U.S. Trustee to represent and protect the interests of the
Debtor and its estate.

The Firm will charge the Debtor these hourly rates:

         Franklin D. Dodge        $350
         Timothy C. Dietz         $300
         Sandra Portney           $300
         Terrie S. Rendler        $295
         Polly Rapp               $295
         Paralegals               $115-$125

The Debtor assures the Court that the Firm represents no interest
adverse to the Debtor or the estate.

Scottsdale, Arizona-based Trieste Investments, LLLP, filed for
Chapter 11 protection on Oct. 6, 2008 (Bankr. D. Ariz. Case
No. 08-13674).  The company listed assets of $10 million to
$50 million and debts of $10 million to $50 million.


TRIESTE INVESTMENTS: Section 341(a) Meeting Set for November 12
---------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of Trieste
Investments, LLLP's creditors on Nov. 12, 2008, at 10:30 a.m., at
the U.S. Trustee Meeting Room, 230 North First Avenue, Suite 102,
Phoenix, Arizona.

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

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

Scottsdale, Arizona-based Trieste Investments, LLLP, filed for
Chapter 11 protection on Oct. 6, 2008 (Bankr. D. Ariz. Case No.
08-13674).  Franklin D. Dodge, Esq., at Ryan Rapp & Underwood,
P.L.C., represents the company in its restructuring effort.  The
company listed assets of $10 million to $50 million and debts of
$10 million to $50 million.


UNICO INC: August 31 Balance Sheet Upside-down by $11.6 Million
---------------------------------------------------------------
Unico, Inc.'s consolidated balance sheet at Aug. 31, 2008, showed
$6,679,303 in total assets and $18,374,501 in total liabilities
resulting in a $11,695,198 stockholders' deficit.

The company's consolidated balance sheet also showed strained
liquidity with $56,592 in total current assets available to pay
$18,374,501 in total current liabilities.

The company reported $1,578,192 in net loss for the three months
ended Aug. 31, 2008, compared to $5,511,384 net loss for the same
period a year ago.  The company did not generate any revenues for
the three and six months ended Aug. 31, 2008.

A full-text copy of the company's regulatory filing is available
for free at http://ResearchArchives.com/t/s?340a

                       Going Concern Doubt

On June 2, 2008, HJ Associates & Consultants, LLP, in Salt Lake
City, expressed substantial doubt about Unico Incorporated's
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Feb. 29, 2008.  The auditing firm pointed to the company's
significant losses, accumulated deficit and deficit in working
capital.

The company has incurred losses of $62,436,208 from its inception
through May 31, 2008.  It has not established any revenues with
which to cover its operating costs and to allow it to continue as
a going concern.   

                          About Unico Inc.

Based in San Diego, California, Unico Inc. (OTC BB: UNCO)
-- http://www.unicomining.com/-- is a publicly traded natural   
resource company in the precious metals mining sector that is
focused on the exploration, development and production of gold,
silver, lead, zinc, and copper concentrates at its two mine
properties: the Deer Trail Mine and the Silver Bell Mine.


UNIVERSAL ENERGY: August 2008 Production Up by 21%
--------------------------------------------------
Universal Energy Corp. disclosed in a Securities and Exchange
Commission filing that gas and oil production quantities increased
for the eighth consecutive month in August 2008.  August 2008
production increased 21% over July 2008 and it was a 108% increase
over the average monthly production of the second quarter 2008.

The wells were ordered to be shut in by the Governor of Louisiana
on August 29, 2008 in preparation for Hurricane Gustav. Assessment
of damages was slowed as the area was evacuated for the storm and
the following week another hurricane hit the Gulf Coast area. The
wells were not damaged by the storm but the production equipment
was damaged on three wells. Repairs are currently being completed
and the affected wells are expected to be back online within two
weeks. Insurance claims have been filed and confirmed by insurance
adjusters.

"Dealing with hurricanes is just part of doing business in the
Gulf Coast area," commented Billy Raley, Chief Executive Officer
of Universal Energy Corp. Raley continued, "With production
beginning at Amberjack yesterday, Caviar #1 later this week, and
Caviar #4 in the next two weeks, we hope to continue increased
production throughout the remainder of the year."

                       Going Concern Doubt

Cross, Fernandez & Riley, LLP, in Orlando, Fla., expressed
substantial doubt about Universal Energy 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 losses and
negative cash flows from operations since inception.

The company has no proven reserves as of June 30, 2008, and has
only recently begun generation of revenues from operations of its  
oil and gas activities.  From inception to June 30, 2008, the
company has accumulated losses of $11,885,273 and expects to incur
further losses in the development of its business.

]Universal Energy Corp.'s consolidated balance sheet at June 30,
2008, showed $4,827,824 in total assets and $9,309,914 in total
liabilities, resulting in a $4,482,090 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $607,646 in total current assets
available to pay $9,162,255 in total current liabilities.

The company reported net income of $2,938,337 for the second
quarter ended June 30, 2008, compared with a net loss of
$2,031,225 for the same period of 2007.

Revenue for the three months ended June 30, 2008, increased
$328,476 to $328,476 from $0 for the same period in 2007.  The
increase was attributable to successful drilling and completion
efforts at the company's Amberjack and Lake Campo prospects that
began production in December 2007 and January 2008, respectively.

                      About Universal Energy

Headquartered in Lake Mary, Fla., Universal Energy Corp. (OTC BB:
UVSE) is an independent energy company engaged in the acquisition
and development of crude oil and natural gas leases in the United
States and Canada.  The company's minority working interests in
drilling prospects currently consist of land in Alberta, Canada,
Louisiana and Texas.


UTSTARCOM INC: Discloses Result of Option Exchange Offer
--------------------------------------------------------
UTStarcom, Inc. disclosed in a Securities and Exchange Commission
filing the results of its offer to exchange certain outstanding
options.  The Offer to Exchange, including all withdrawal rights,
expired at 9:00 p.m. Pacific Time on Oct. 1, 2008.

A total of 124 Eligible Employees who were subject to U.S.
taxation elected to amend, in the aggregate, 858,885 Discount
Options to modify the exercise price per share of such options in
order to eliminate the potential adverse tax consequences of
Section 409A of the Internal Revenue Code.

A total of 1,541 Eligible Employees elected to exchange, in the
aggregate, 6,072,818 Eligible Options (including amended Discount
Options) for 1,983,920 new options issued under the Company's 2006
Equity Incentive Plan.  The new options have an exercise price of
$3.24 per share, the closing price of the Company's common stock
on October 1, 2008.

As of Oct. 1, 2008, 1,014,323 Eligible Options had not been
tendered for exchange and remain outstanding according to their
original terms and subject to the Company's 1997 Stock Plan.  With
respect to the shares of the Company's common stock covered by the
6,072,818 Eligible Options tendered and canceled in the exchange,
(a) 1,983,920 shares are covered by the new options issued under
the 2006 Equity Incentive Plan, (b) 3,200,000 shares were returned
to the 2006 Equity Incentive Plan share reserve and are available
for future grants, and (c) 888,898 shares are no longer available
for future grants under any equity plan.

                      About UTStarcom Inc.

Headquartered in Alameda, California, UTStarcom Inc. (Nasdaq:
UTSI) -- http://www.utstar.com/-- provides IP-based, end-to-end      
networking solutions and international service and support.  The
company develops, manufactures and markets its broadband,
wireless, and terminal solutions to network operators in both
emerging and established telecommunications markets worldwide.  
UTStarcom was founded in 1991 and is headquartered in Alameda,
California.  The company has research and development centers in
the USA, Canada, China, Korea and India.

                       Going Concern Doubt

PricewaterhouseCoopers LLP, in San Jose, California, expressed
substantial doubt about UTStarcom Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring net losses, negative cash flows
from operations and significant debt obligations.  

On March 3, 2008, the company repaid the convertible subordinated
notes of $289.5 million which included a principal payment of
$274.6 million and the accrued interest of $14.9 million.

The company reported an operating loss of $30.9 million for the
quarter ended March 31, 2008.  

At March 31, 2008, the company's consolidated balance sheet showed
$1.7 billion in total assets, $1.1 billion in total liabilities,
and $616.2 million in total stockholders' equity.


VALLEY CLUB: California National Says Plan Unconfirmable
--------------------------------------------------------
Bill Rochelle of Bloomberg News reports that California National
Bank told the U.S. Bankruptcy Court for the District of Idaho that
the Chapter 11 plan of Valley Club Homes, LLC, is ´patently
unconfirmableˇ.

The Plan, according to the report, calls for giving California
National title to two parcels of property in exchange for a
$5 million reduction in debt.  While California National would be
required to subordinate its mortgage to new lending to build
homes, it would be paid $580,000 each time a home is sold, the
Plan says according to the report.

Unsecured creditors would be paid in full and the owners would
retain their interests in the development, according to the
report.

The Court has scheduled a hearing on Oct. 24, 2008, for approval
of the disclosure statement explaining the plan is scheduled.

Headquartered in Ketchum, Idaho, Valley Club Homes LLC owns and
operates a membership sports and recreation club.  The company
filed for Chapter 11 protection on April 29, 2008 (Bankr. D. Idaho
Case No. 08-40339).  Joseph M. Meier, Esq., at Cosho Humphrey,
LLP, in Boise, Idaho, represents the Debtor as counsel.  When the
Debtor filed for protection from its creditors, it listed total
assets of $32,435,402 and total liabilities of $24,179,659.


VIKING DRILLING: Wants to Sell Drilling Rigs in A Nov. 5 Auction
----------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that Viking Drilling ASA
asked the U.S. Bankruptcy Court for the Southern District of Texas
to approve its request to hold an auction on Nov. 5, 2008, to sell
three semi-submersible offshore drilling rigs.

The Debtor was unable to sign up sale contracts for the rigs using
the usual U.S. bankruptcy sale procedures, according to the
report.  The Debtor, according to the report, explained that many
of the potential purchasers, being from abroad and not familiar
with U.S. procedures, were unwilling to commit to a contract when
they might not end up buying a vessel.

Headquartered in Oslo, Norway, Viking Drilling ASA and its
debtor-affiliates -- http://www.vikingdrilling.com/-- are   
active in the floating drilling rig mid-water segment.  The
companies filed for Chapter 11 protection on February 29, 2008
(Bankr. S.D. Tex. Case No. 08-31228).  John P. Melko, Esq. at
Gardere Wynne Sewell, LLP represents the Debtors.  When they
filed for protection from their creditors, the companies listed
assets and debts both between US$100 million to US$500 million.


VISION TWO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Vision Two Hospitality Management, LLC
        c/o Mantiff Management
        fka Mantiff 749 Statesville Hospitality, LLC
        dba Econolodge  
        387 Passaic Avenue
        Fairfield, NJ 07004

Bankruptcy Case No.: 08-30365

Type of Business: The Debtor operates a hotel.

Chapter 11 Petition Date: October 17, 2008

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Joseph J. DiPasquale, Esq.
                  jdipasquale@trenklawfirm.com
                  Trenk, DiPasquale, Webster,
                  Della Fera & Sodono, P.C.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Fax: (973) 243-8677

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/njb08-30365.pdf


VISTA LEVERAGED: Moody's Slashes $187.5MM Notes Rating to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has downgraded its ratings of the class
of notes issued by Vista Leveraged Income Fund, and left it on
review for possible further downgrade:

Class Description: $187,500,000 Senior Notes due 2012

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Prior Rating Date: 9/18/2008
  -- Current Rating: Ba1, on review for possible downgrade

The rating action reflects deterioration in the credit quality and
market value of the underlying collateral pool.

Vista Leveraged Income Fund is a collateralized loan obligation
backed primarily by senior secured loans.


VISTEON CORP: Weak Sales Prompt S&P to Lower Corp. Credit to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Visteon Corp. to 'B-' from 'B'.  At the same time, S&P
also lowered its issue-level ratings on the company's debt.  The
outlook is negative.

"The downgrades reflect our view that weak auto sales in North
America and Europe for the remainder of 2008 and potentially all
of 2009 will cut Visteon's currently substantial cash balances,
perhaps significantly," said Standard & Poor's credit analyst
Robert Schulz.  "Consequently, the company's ability to reach
profitability while sharply reducing its cash use will be more
difficult than we previously expected," he continued.

The ratings reflect the company's negative cash flow resulting
from vehicle production cuts, continued pressure from high raw
material prices, and a costly and wide-ranging operational
restructuring.  The company's near-term liquidity appears adequate
and consists of cash balances and some availability under various
financing agreements.

Visteon has a highly leveraged financial profile, stemming from
its heavy debt and a number of loss-making operations, which the
company is shedding.  Even at the current rating, S&P still
expects various restructuring actions to improve Visteon's
performance and eventually strengthen its earnings and cash flow,
but this progress will be slowed by lower sales.  

S&P does not expect the company to become profitable until late
2009 at best.  In the meantime, the company will continue to use
substantial cash from operations, including funding restructuring.

Visteon's dependence in North America on Ford Motor Co. (about 12%
of sales in the first half of 2008) has been greatly reduced in
recent years, but Ford remains an important Visteon customer in
the rest of the world, where production is also coming under
pressure.  Ford has forecast its fourth-quarter 2008 North
American production to be down 27% from 2007 levels, following an
expected 34% year-over-year reduction in third-quarter production.

Visteon has completed 28 of the 30 announced restructuring
actions, which include improving some plants and closing or
selling others.  The company is restructuring its operations in
interior, climate control, electronics, and other auto components.  
A Ford-funded escrow account is partly paying for the
restructuring actions, and Ford recently contributed another
$50 million.  These efforts should allow Visteon to improve
profitability, but with industry conditions deteriorating,
progress could be slowed. Even after the 2005 transfer of certain
operations to Ford, a number of the company's businesses are still
underperforming, and some of its remaining plants are generating
losses.

Visteon's financial position could improve beyond 2008 as the
restructuring actions enhance profitability and cash flow, but
difficult business conditions will result in little debt reduction
beyond a recent tender offer.  Still, Visteon's existing cash
balances, including the remaining escrow from Ford, leave it with
some time to make much-needed progress on its restructuring plan.   
Even if the company uses slightly more cash in 2008 than it plans
to, S&P currently expects it to move through at least the early
quarters of 2009 with adequate liquidity.  S&P would revisit this
assumption and its rating if the company's cash use in 2008 or
early 2009 fails to meet this expectation.

The outlook on Visteon is negative.  It will not be easy for the
company to further restructure poorly performing operations while
diversifying its customer base in the very difficult environment
in North America and, increasingly, Europe.  S&P could lower the
rating in the next year if industry challenges, restructuring
delays, or reduced customer demand in North America and Europe
appear poised to cause Visteon's global cash balances to drop
below $900 million.  

S&P could also lower the ratings if any of these factors cause
availability under the asset-based revolving credit facility to
fall below $100 million, or if cash balances in the company's U.S.
or European operations fail to remain substantial.  These measures
could be triggered if Visteon fails to make consistent progress
toward generating pretax profits and positive free cash flow.  
Toward late 2009, S&P could revise the outlook to stable if the
company staunches its cash outflows and achieves stronger
performance and credit measures because of successful
restructuring and customer diversification efforts.


VPG INVESTMENTS: Court Dismisses Chapter 11 Bankruptcy Cases
------------------------------------------------------------
Christopher Scinta of Bloomberg News reports that the U.S.
Bankruptcy Court for the District of Idaho granted the
request of Credit Suisse Group on Oct. 14, 2008, and dismissed the
Chapter 11 bankruptcy cases of real estate firms Cross Atlantic
Real Estate, LLC, and VPG Investments, Inc., who are controlling
owners of troubled Idaho-based ski and golf resort Tamarack
Resort, LLC.  According to the report, Tamarack owes Credit Suisse
more than $250 million.

Credit Suisse, according to the report, argued that the cases
should be dismissed because no progress has been made and Tamarack
continues to endure losses stemming from poor management.

Credit Suisse, according to the report, also sued Jean-Pierre
Boespflug, who is a majority owner of Tamarack through Cross
Atlantic, and Mexican industrialist Alfredo Miguel Afif, who holds
a stake in Tamarack through VPG Investments, in March before the
U.S. District Court for the District of Idaho to hold them
personally responsible for Tamarack's defaulted $250 million loan.  

Credit Suisse, according to the report, is also suing in state
court in a bid to foreclose on Tamarack and have a receiver
appointed for it.

                      About Tamarack Resort

Tamarack Resort LLC -- http://www.tamarackidaho.com/-- is the    
first all-season resort to open in the U.S. in 24 years and has
received national attention for its world-class mountain for
skiing, hiking and mountain biking; Osprey Meadows, a Robert Trent
Jones, Jr., signature golf course; and beautiful Lake Cascade,
suitable for swimming, sailing, fishing, sea kayaking, and
boating.  A key element of the Tamarack community is The Club at
Tamarack for homeowners, their families and guests.   Nestled in
Idaho's Payette River Mountains, Tamarack is a luxury boutique
resort with a variety of lodging options all within walking
distance of the four-season amenities.  It opened in 2004 after
Alfredo Miguel Afif and Jean-Pierre Boespflug took over a
controversial and long-stalled ski resort project.

                      About VPG Investments

Beverly Hills, California-based VPG Investments Inc. owns 26% of
Tamarack Resorts LLC.  The Debtor filed for chapter 11 protection
on Feb. 15, 2008 (Bankr. D. Idaho Case No. 08-00253).  Joseph M.
Meier, Esq., at Cosho Humphrey LLP serves as the Debtor's counsel.  
The Debtor listed assets of $29,214,653 and debts of $301,407,518
when it filed for bankruptcy.   Alfredo Miguel Afif, a Mexican
businessman, owns VPG Investments.

                       About Cross Atlantic

Tamarack, Idaho-based Cross Atlantic Real Estate LLC owns a 50.6%
interest in Tamarack Resorts LLC.  Cross Atlantic filed for
chapter 11 protection on Feb. 15, 2008 (Bankr. D. Idaho Case No.
08-00249).  Thomas James Angstman, Esq., represents the Debtor in
its restructuring efforts.  The Debtor disclosed $44,190,000 in
total assets of $44,190,000 and zero debts when it filed for
bankruptcy.  Cross Atlantic is owned by Jean-Pierre Boespflug, a
native of Nice, France.


WMABS: Moody's Downgrades Ratings on 80 Tranches from Seven RMBS
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 80
tranches from 7 subprime RMBS transactions issued by WMABS.  The
collateral backing these transactions consists primarily of first-
lien, fixed and adjustable-rate, subprime residential mortgage
loans.

These actions follow and are as a result of Moody's September 18,
2008 announcement that it had updated its loss projections on
first-lien subprime RMBS.

Complete rating actions are:

Issuer: WaMu Mortgage Pass-Through Certificates, WMABS Series
2006-HE1 Trust

  -- Cl. II-A-4, Downgraded to Aa1 from Aaa
  -- Cl. M-1, Downgraded to A2 from Aa1
  -- Cl. M-2, Downgraded to Baa2 from Aa2
  -- Cl. M-3, Downgraded to Ba3 from Aa3
  -- Cl. M-4, Downgraded to Caa2 from A1
  -- Cl. M-5, Downgraded to C from Baa2
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. M-7, Downgraded to C from B2
  -- Cl. M-8, Downgraded to C from B3
  -- Cl. M-9, Downgraded to C from Caa2
  -- Cl. M-10, Downgraded to C from Caa3
  -- Cl. M-11, Downgraded to C from Ca

Issuer: WaMu Mortgage Pass-Through Certificates, WMABS Series
2006-HE2 Trust

  -- Cl. A-3, Downgraded to Baa3 from Aaa
  -- Cl. A-4, Downgraded to Ba1 from Aaa
  -- Cl. M-1, Downgraded to Caa2 from Aa1
  -- Cl. M-2, Downgraded to C from Baa1
  -- Cl. M-3, Downgraded to C from Ba2
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Ca

Issuer: Washington Mutual Asset-Backed Certificates, WMABS Series
2006-HE3 Trust

  -- Cl. I-A, Downgraded to Aa1 from Aaa
  -- Cl. II-A-3, Downgraded to Baa3 from Aaa
  -- Cl. II-A-4, Downgraded to Ba1 from Aa2
  -- Cl. M-1, Downgraded to B2 from Baa3
  -- Cl. M-2, Downgraded to Ca from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Ca
  -- Cl. B-1, Downgraded to C from Ca

Issuer: Washington Mutual Asset-Backed Certificates, WMABS Series
2006-HE4 Trust

  -- Cl. I-A, Downgraded to Baa2 from Aaa
  -- Cl. II-A-2, Downgraded to Caa1 from Aa2
  -- Cl. M-1, Downgraded to C from Baa3
  -- Cl. M-2, Downgraded to C from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Caa2
  -- Cl. M-7, Downgraded to C from Caa3
  -- Cl. M-8, Downgraded to C from Ca

Issuer: Washington Mutual Asset-Backed Certificates, WMABS Series
2006-HE5 Trust

  -- Cl. I-A, Downgraded to A1 from Aaa
  -- Cl. II-A-2, Downgraded to Ba3 from Aaa
  -- Cl. II-A-3, Downgraded to B1 from Aaa
  -- Cl. M-1, Downgraded to Caa2 from A3
  -- Cl. M-2, Downgraded to C from Ba3
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from B2
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Caa2
  -- Cl. M-8, Downgraded to C from Caa3
  -- Cl. M-9, Downgraded to C from Ca
  -- Cl. B-1, Downgraded to C from Ca

Issuer: Washington Mutual Asset-Backed Certificates, WMABS Series
2007-HE1 Trust

  -- Cl. I-A, Downgraded to A3 from Aaa
  -- Cl. II-A-2, Downgraded to B3 from Aa2
  -- Cl. II-A-3, Downgraded to Caa1 from A1
  -- Cl. M-1, Downgraded to C from Ba2
  -- Cl. M-2, Downgraded to C from B1
  -- Cl. M-3, Downgraded to C from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Caa3
  -- Cl. M-7, Downgraded to C from Ca
  -- Cl. M-8, Downgraded to C from Ca

Issuer: Washington Mutual Asset-Backed Certificates, WMABS Series
2007-HE2 Trust

  -- Cl. I-A, Downgraded to Baa2 from Baa1
  -- Cl. II-A-2, Downgraded to Caa1 from Ba1
  -- Cl. II-A-3, Downgraded to Caa2 from Ba2
  -- Cl. M-1, Downgraded to C from B1
  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from Caa1
  -- Cl. M-4, Downgraded to C from Caa2
  -- Cl. M-5, Downgraded to C from Caa3
  -- Cl. M-6, Downgraded to C from Ca
  -- Cl. M-7, Downgraded to C from Ca


WORLD HEART: Unveils Agenda for Shareholders' Meeting
-----------------------------------------------------
World Heart Corporation disclosed in a Securities and Exchange
Commission filing that on Oct. 9, 2008, it held its Special
Meeting of Shareholders where proposals for shareholders' vote
were presented for these purposes:

   -- to elect directors to serve until the next annual meeting of
      the shareholders or until their successors are elected or
      appointed, unless the office is vacated earlier;

   -- to approve an amendment of the World Heart Corporation 2006
      Equity Incentive Plan to increase the maximum number of
      common shares that may be issued under the plan from
      1,477,251 to 44,000,000;

   -- to approve the grant of discretionary authority to the
      company's Board of Directors to amend its articles to effect
      a reverse stock split of the Company's common shares at a
      ratio within the range from 20-to-1 to 30-to-1 at any time
      prior to the first anniversary of this Special Meeting;

   -- to approve the issuance of warrants exercisable for
      2,500,000 common shares of the Company to certain advisors
      of the Company in partial payment of fees owed to such
      advisors in connection with the Company's recently completed
      recapitalization and financing transactions.

The election of directors and all of the proposals were carried by
a majority of the votes at the meeting in person or by proxy.

                      About World Heart Corp.

World Heart Corp. -- http://www.worldheart.com/-- is a
developer of mechanical circulatory support systems.  The company
is headquartered in Oakland, Calif. with additional facilities in
Salt Lake City, and Herkenbosch, Netherlands.  WorldHeart's
registered office is Ottawa, Ontario, Canada.

World Heart Corp.'s consolidated balance sheet at June 30, 2008,
showed $2,394,260 in total assets and $9,819,747 in total
liabilities, resulting in a $7,425,487 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,323,363 in total current assets
available to pay $3,819,747 in total current liabilities.

The company reported a net loss of $3,049,673 on revenue of
$535,534 for the second quarter ended June 30, 2008, versus a net
loss of $4,476,681 on revenue of $848,594 in the comparable period
a year ago.


YOUNG BROADCASTING: GAMCO, et al., Disclose 7.58% Equity 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
1,656,000 shares of Young Broadcasting Inc.'s common stock,
representing 7.58% of the 21,836,161 shares outstanding as of
June 30, 2008.  

Gabelli Funds, LLC beneficially owned 740,000 shares, representing
3.39% of the outstanding shares in the company.

GAMCO Asset Management Inc. beneficially owned 871,000 shares,
representing 3.99% of the outstanding shares in the company.

Teton Advisors, Inc. beneficially owned 45,000 shares,
representing 0.21% of the outstanding shares in the company.

                     About Young Broadcasting

Headquartered in New York City, Young Broadcasting Inc. --
http://www.youngbroadcasting.com/-- owns ten television stations       
and the national television representation firm, Adam Young Inc.  
Five stations are affiliated with the ABC Television Network,
three are affiliated with the CBS Television Network, one is
affiliated with the NBC Television Network, and one is affiliated
with MyNetwork.  In addition, KELO-TV-Sioux Falls, SD is also the
MyNetwork affiliate in that market through the use of its digital
channel capacity.
                          *     *     *

As reported in the Troubled Company Reporter on Sept. 9, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue-level ratings on New York City-based Young
Broadcasting Inc.  The corporate credit rating was lowered to
'CCC' from 'CCC+'.  The rating outlook is negative.  The company
had about $826 million of outstanding debt as of June 30, 2008.


* Fitch Chips Ratings on Three Mortgage Insurance Companies
-----------------------------------------------------------
Fitch Ratings has downgraded the ratings for three mortgage
insurance companies and affiliated ratings:

  -- Genworth Mortgage Insurance Corporation
  -- Mortgage Guaranty Insurance Corporation
  -- PMI Mortgage Insurance Co.

Additionally, Fitch is reviewing the rating of Republic Mortgage
Insurance Corp. (insurer financial strength 'AA-', Rating Watch
Negative) and expects to issue separate commentary on this rating
within one week.

Fitch is also reviewing the ratings of United Guaranty Residential
Insurance Company (IFS 'AA-', Rating Watch Evolving) as part of an
overall review with regard to its ultimate parent company,
American International Group, Inc. (AIG, long-term issuer default
rating 'A'; Rating Watch Evolving) and plans to issue commentary
on United Guaranty in concert with the overall AIG review.

The actions reflect continued deterioration across the U.S. MI
industry, arising primarily from exposure to mortgages originated
in 2006 and 2007.  Early performance statistics related to
business insured in the first half of 2008 indicate that this book
of business may perform poorly as well given that some of the more
meaningful underwriting changes were not fully incorporated until
the second quarter of 2008.  Looser underwriting, increased
incidence of fraud and sharp home price depreciation have resulted
in high levels of early term delinquencies which, in turn, have
caused the MI industry to post significant loss reserves.  Fitch
anticipates increased delinquencies and losses for the industry,
and is forecasting on average a 30% peak-to-trough decline in home
prices nationally.

Offsetting increased losses, however, Fitch notes a meaningful
increase in claim denial activity across the industry relating to
fraudulent loans.  Fitch believes that rescission activity will
play a significant role in the MI industry's loss mitigation
strategy over the short term, particularly with regard to the 2007
vintage and Alt-A exposure, allowing to varying degrees some
control over the amount and timing of losses.

The current environment also has served as a catalyst for change
in several fundamental aspects of the MI business that are likely
to improve the stability and profitability of the business in the
future.  For instance, the MI companies have implemented several
rounds of underwriting changes that will result in a more
conservative credit profile, once the legacy portfolios'
performance stabilizes.  In addition to more conservative
underwriting guidelines, MI companies have implemented pricing
increases with the most notable increases becoming effective in
August of 2008 when the MI industry increased prices on all
products by an average of 20%.  Finally, the industry will also
benefit from reduced use of excess-of-loss lender captive
reinsurance arrangements, allowing them to capture more of the
mortgage origination value-chain.

Fitch believes that while the prospects for future business are
positive, these are overshadowed by the near-term challenges of
the legacy insured portfolios.  In the event of a continued
economic slowdown, mortgage insurers would likely face rising
losses.  Mortgage insurers will also be limited in how much new
business they can write under the new, more profitable
underwriting/pricing guidelines given that the companies will
likely need to conserve capital in the near term.  Given the
challenges at hand, Fitch anticipates that the MI industry will
not return to profitability until 2010 at the earliest.

Fitch also recognizes there is significant uncertainty with regard
to what overall impact the concerted government initiatives will
have on the MI industry.  If actions by the U.S. government serve
to stabilize the U.S. residential housing markets and reduce
foreclosure rates, this would be an unambiguously positive
development for the MI industry, as would material capital
injections.

Fitch will also continue to monitor any implications that may
arise for the industry as a whole or for individual MI companies
in relation to the primary beneficiaries of their product, the
government-sponsored enterprises.  Historically, there were strong
incentives for the MI industry to manage to a 'AA' ratings level
to maintain the GSE's minimum credit profile.  Fitch will monitor
industry developments including whether this remains a long term
goal for the industry.

Fitch provides these rating actions on these mortgage insurance
companies:

   * Genworth Mortgage Insurance Corp.:

Fitch has downgraded the IFS rating of Genworth Mortgage Insurance
Corp., its U.S. operational affiliates, and Genworth Financial
Mortgage Insurance Limited to 'A+' from 'AA'.

Fitch has also downgraded the IFS rating of Genworth Financial
Mortgage Insurance Pty Ltd to 'AA-' from 'AA'.

All ratings have been removed from Rating Watch Negative.

The Outlook on all ratings has been revised to Negative.

Fitch has downgraded the following IFS ratings and placed them on
Outlook Negative:

  -- Genworth Mortgage Insurance Corporation

  -- Genworth Residential Mortgage Insurance Corporation of North
     Carolina

  -- Genworth Financial Assurance Corporation

  -- Genworth Financial Mortgage Insurance Limited
     (Genworth Europe)

  -- IFS to 'A+' from 'AA'.

  -- Genworth Financial Mortgage Insurance Pty Ltd (Genworth
     Australia)

  -- IFS to 'AA-' from 'AA'.

These rating actions incorporate Fitch's view that GMICO will
continue to experience elevated losses on the 2005 through 2007
vintage insured exposure, particularly if the U.S. economy
continues to slow, and that the performance of these vintages in
the near term will outweigh the underwriting and profitability
improvements on current originations.  Additionally, Fitch also
believes that a deteriorating economic outlook in Europe would
depress Genworth Europe's operating results, which could
potentially create additional strain for the U.S. mortgage
insurance balance sheet given the intercompany support agreement
currently in place.

The ratings reflect Fitch's views of the company's risk profile
and capitalization as a standalone entity, following Genworth
Financial, Inc.'s (GNW, long term issuer default rating 'A-')
recently announced strategic review of the U.S. mortgage insurance
business.  While historically GMICO's ratings had benefitted from
its ownership by a diversified holding company, GWN's support for
the U.S. MI operations is not expected at this time.  GMICO
historically had operated with a level of capital more consistent
with a 'AA' category rating.  Fitch views GMICO as being
adequately capitalized at its current ratings level, fully taking
into consideration changes in implied support from GNW.

Positively, GMICO continues to maintain an insured portfolio whose
credit profile compares favorably with other MI companies with
respect to certain key risk characteristics.  For instance,
relative to the industry, on June 30, 2008 GMICO had lower Alt-A
exposure (5% of primary risk in force), a higher percentage of
fixed rate mortgages (95% of primary risk in force), and lower
exposure to certain stressed regions such as California and
Florida (6% and 9% of primary risk in force, respectively).  This
has resulted in more favorable delinquency and loss development
for GMICO when compared to other MI companies.  However, the
delinquency performance GMICO's 2007 vintage has developed closer
to that of the rest of the industry and GMICO underwrote
significant volume in the first half of 2008, prior to
underwriting and pricing changes fully going into affect.

Genworth's Australia's operations benefit from stringent capital
standards required by the Australian regulatory authorities,
which, combined with a high level of regulatory oversight and a
strict corporate governance regime, substantially ringfence the
Australian subsidiary from the capital adequacy concerns regarding
GMICO.  Genworth Australia's established market position combined
with the benefits created by the regulatory environment affords
the company a certain degree of ratings separation from its parent
company and GMICO.  As a result of these considerations, Fitch
believes that a one-notch downgrade of Genworth Australia's IFS to
'AA-' adequately balances the benefits of Genworth Australia's
franchise value, stand-alone capital adequacy and regulatory
environment against concerns created by financial pressure being
experienced by GMICO.

The ratings of Genworth Europe have been downgraded in tandem with
GMICO as this entity receives tangible support from the U.S.
mortgage operations in the form of a net worth maintenance
agreement.

As of June 30, 2008, GMICO and its consolidated U.S. mortgage
insurance affiliates maintained consolidated U.S. risk in force of
$36.4 billion and consolidated U.S. statutory capital of
$2.5 billion for a risk to capital ratio of 14.6:1.  GMICO also
maintains $948 million in of capital in trust related to captive
reinsurance arrangements as of this date.

   * Mortgage Guaranty Insurance Corp.:

Fitch has downgraded the IFS ratings of Mortgage Guaranty
Insurance Corp. and MGIC Australia Pty Ltd to 'A-' from 'A+'.

Fitch has also downgraded the long-term issuer ratings of MGIC
Investment Corp. to 'BBB-' from 'BBB+'.

The ratings for these entities have been removed from Rating Watch
Negative, and the Outlook has been revised to Negative.

Mortgage Guaranty Insurance Corp.
MGIC Australia Pty Ltd
  -- IFS to 'A-' from 'A+'

MGIC Investment Corp.
  -- Long-Term Issuer Rating to 'BBB-' from 'BBB+';

  -- $200 million 5.625% senior notes due Sept. 15, 2011 to 'BBB-'
     from 'BBB+';

  -- $300 million 5.375% senior notes due Nov. 1, 2015 to 'BBB-'
     from 'BBB+';

  -- $390 million of convertible junior subordinated debentures to
     'BB' from 'BBB';

MGIC's ratings incorporate Fitch's view that MGIC will continue to
experience elevated losses on the 2005 through 2007 vintage
exposure as the U.S. economy continues to slow, and that the
performance of these vintages will significantly outweigh the
underwriting and profitability improvements of new business over
the near to intermediate term.  The rating actions also factor in
the significant progress that MGIC has made in bolstering the
balance sheet of the U.S. mortgage insurance operations through
the recent issuance of common stock and convertible junior
subordinated debentures by MGIC Investment and the sale of MGIC's
entire interest in Sherman Financial Group LLC.

Largely as a result of these capital raising initiatives, Fitch
views MGIC as appropriately capitalized for a MI company rated in
the 'A' category.  That said, Fitch is concerned that MGIC's
earnings profile may exhibit significant volatility given MGIC's
sizable volume of new insurance written in 2007.  Further, on
Sept. 30, 2008 the company maintained significant exposure to
stressed regions such as Florida and California (8.3% and 7.5% of
primary risk in force, respectively), and to low FICO mortgages.  
To the extent that MGIC experiences higher losses, Fitch would
expect this to be partially offset by greater loss mitigation
activity, particularly in the form of claim rescissions.

The rating on the convertible junior subordinated debt reflects
Fitch's concern that the stress facing MGIC could, at some point,
lead to reduced dividend payments to MGIC Investment, which fund
the bulk of the holding company's debt service requirements.  
This, in turn, would place pressure on MGIC Investment's debt
service capacity.  The subordinated debentures are deferrable for
up to ten years, and in Fitch's opinion would be at greatest risk
of a payment suspension.

Fitch notes that the risk of dividend reduction to the holding
company is partly mitigated by the $382 million of cash held by
MGIC Investment.  That said, liquidity resources required to repay
the $200 million outstanding under MGIC Investment's bank line,
either to eliminate the potential for a breach of the bank line's
financial covenants or at its due date in 2010, may limit the
holding company's ability to apply the full balance of its cash
reserves to ongoing debt service requirements in the event of a
reduction in MGIC dividend capacity.

The rating of MGIC Australia Pty Ltd has also been downgraded
based on the rating action on U.S. mortgage insurance operations.  
While subject to ring fencing, this entity has not underwritten
significant exposures to date and in Fitch's view, its franchise
value is closely linked to the U.S. operations.

As of Sept. 30, 2008, MGIC maintained U.S. risk in force of
$62 billion and a risk to capital ratio of 13.9:1. MGIC also
maintains $796 million of capital in trust related to captive
reinsurance arrangements.

   * PMI Mortgage Insurance Co.:

Fitch has downgraded the IFS ratings of PMI Mortgage Insurance
Co., its U.S. based operational affiliates and PMI Mortgage
Insurance Company Limited (PMI Europe) to 'BBB+' from 'A+'.

Fitch has also downgraded the long-term issuer ratings of The PMI
Group, Inc. and PMI Capital I.

These ratings for these entities have been removed from Rating
Watch Negative, and the Outlook has been revised to Negative.

Fitch has downgraded these ratings:

PMI Mortgage Insurance Co.
PMI Insurance Co.
PMI Mortgage Insurance Company Limited (PMI Europe)
  -- IFS to 'BBB+' from 'A+'

The PMI Group, Inc.
  -- Long-term Issuer Rating to 'BB' from 'BBB+';
  -- $250 million 6% senior notes due 2016 to 'BB' from 'BBB+';
  -- $150 million 6.625% senior notes 2036 to 'BB' from 'BBB+';
  -- $45 million 5.568% senior notes due 2008 to 'BB' from 'BBB+'.

PMI Capital I
-- $52 million 8.309% trust preferred securities 2027 to 'BB-'
   from 'BBB'.

The rating actions incorporate expectations of continued losses in
2005 through early 2008 vintages, which, when compared to the rest
of the MI industry, include higher concentration levels to
geographic regions and mortgage products are under the greatest
stress.  As a result, Fitch expects the performance of the legacy
portfolio will outweigh near-term benefits from actions PMI has
taken to improve underwriting and profitability.  The action also
reflects concerns that the deteriorating economic outlook in
Europe may depress PMI Europe's operating results, which could
create additional strain for the U.S. operating and holding
company balance sheets given the intercompany support agreement
currently in place.

Positively, Fitch's actions recognize the progress that PMI has
made in bolstering U.S. mortgage operation's balance sheet and
capitalization through the sale of PMI's Australian and Asian
mortgage insurance operations, by repatriating capital from PMI
Guaranty and its plans to repatriate capital from its Canadian
mortgage insurance operations.  Nonetheless, Fitch views PMI's
risk-adjusted capitalization as more in line with a rating in the
'BBB' category.

Fitch is concerned that PMI's earnings profile may exhibit greater
than industry average volatility given PMI's relatively larger
exposure to stressed regions such as California and Florida (8.4%
and 10.8% of primary risk in force, respectively), and a higher
proportion of Alt-A mortgages (21.9% of primary risk in force).  
PMI also maintains a noticeable amount of exposure to interest
only mortgages (13.8% of primary risk in force).  To the extent
that PMI experiences higher losses, Fitch would expect this to be
partially offset by greater loss mitigation activity, particularly
in the form of claim rescissions.

The ratings differential between the operating company and the
holding company reflect concerns that PMI's holding company
liquidity position is at increased risk arising from certain
financial and ratings-based covenants within the company's bank
credit facility, particularly with regard to a maximum risk-to-
capital ratio of 20:1.  If one or more of these covenants are
tripped, this would cause an acceleration of the $200 million in
borrowings under the bank facility as well as acceleration of
other outstanding senior debt obligations under existing cross-
default provisions.  

With $282 million of cash at the holding company currently, TPG
maintains sufficient cash at the holding company to meet such a
liquidity event, but with a limited margin of safety.  Such a
liquidity event would pressure TPG's debt service coverage and
overall financial flexibility, and is inconsistent with an
investment-grade rating at the holding company in Fitch's view.

As of June 30, 2008, PMI maintained U.S. risk in force of
$33.4 billion and a reported risk to capital ratio of 12.6:1.  PMI
also maintains $787.8 million in of capital in trust related to
captive reinsurance arrangements.


* S&P Trims Ratings on 45 Tranches From 12 Cash Flow & Hybrid CDOs
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 45
tranches from 12 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 17 of the lowered ratings
from CreditWatch with negative implications.  At the same time,
S&P affirmed one rating from Northlake CDO I Ltd. and removed it
from CreditWatch with negative implications.

In addition, S&P placed one rating from Tricadia CDO 2005-3 Ltd.
on CreditWatch with negative implications.  Lastly, S&P withdrew
its rating on two tranches from Pinnacle Point Funding II Ltd.  
The ratings on 28 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 45 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $8.445 billion.  Six of the 12 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.  Another five of the 12 affected 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 other transaction is a CDO of
CDOs that was collateralized at origination primarily by notes
from other CDOs, as well as by tranches from RMBS and other SF
transactions.  The CDO downgrades reflect a number of factors,
including credit deterioration and recent negative rating actions
on U.S. subprime RMBS.

To date, S&P has lowered its ratings on 3,937 tranches from 885
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, 1,210 ratings from 445
transactions are currently on CreditWatch with negative
implications for the same reasons.  In all, S&P has downgraded
$464.250 billion of CDO issuance.  Additionally, S&P's ratings on
$23.264 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
  -----------                 -----   --              ----
Ambassador Structured Finance A-1     A/Watch Neg     AAA/Watch Neg
Ambassador Structured Finance A-2     BB+/Watch Neg   A+/Watch Neg
Ambassador Structured Finance B       B+/Watch Neg    BBB+/Watch Neg
Ambassador Structured Finance C       CCC-/Watch Neg  BB-/Watch Neg  
Ambassador Structured Finance D       CC              CCC/Watch Neg
FAB US 2006-1 PLC             S       CCC-/Watch Neg  BBB-/Watch Neg
FAB US 2006-1 PLC             A1      CCC-/Watch Neg  BBB-/Watch Neg
FAB US 2006-1 PLC             A2      CC              B-/Watch Neg  
FAB US 2006-1 PLC             A3      CC              CCC-/Watch Neg
Harp High Grade CDO I Ltd.    A-1     BB/Watch Neg    BBB/Watch Neg  
Harp High Grade CDO I Ltd.    A-2     CC              BB-/Watch Neg
Harp High Grade CDO I Ltd.    B       CC              B-/Watch Neg   
Harp High Grade CDO I Ltd.    C       CC              CCC-/Watch Neg
McKinley II Funding Ltd.      ABCP    B-/B/Watch Neg  AA-/A-1+/WatchNeg
McKinley II Funding Ltd.      A-1     CC              BB+/Watch Neg
McKinley II Funding Ltd.      A-2     CC              CCC+/Watch Neg
Northlake CDO I Ltd.          I-MM    AAA/A-1+        AAA/A-1+/WatchNeg
Northlake CDO I Ltd.          I-A     B/Watch Neg     BB-/Watch Neg
Northwall Funding CDO I Ltd.  A-1     BBB+/Watch Neg  AAA/Watch Neg
Northwall Funding CDO I Ltd.  A-2     CC              BB-/Watch Neg
Pinnacle Point Funding II Ltd CP nts  NR              BBB/A-3/Watch Neg
Pinnacle Point Funding II Ltd A-1A-EX NR              BBB/A-3/Watch Neg
Pinnacle Point Funding II Ltd A-1B    CCC/Watch Neg   BBB/Watch Neg
Pinnacle Point Funding II Ltd A-2     CC              CCC+/Watch Neg
Pinnacle Point Funding II Ltd B       CC              CCC-/Watch Neg
Saturn Ventures 2005-1 Ltd.   A-2     BBB-/Watch Neg  AA+/Watch Neg
Saturn Ventures 2005-1 Ltd.   A-3     CCC/Watch Neg   BBB-/Watch Neg
Saturn Ventures 2005-1 Ltd.   B       CC              B/Watch Neg
Sierra Madre Funding Ltd.     A-1LT-a AA+/Watch Neg  AAA/Watch Neg
Sierra Madre Funding Ltd.     A-1LT-b AA+/Watch Neg  AAA/Watch Neg
Sierra Madre Funding Ltd.     A-2     AA-/Watch Neg  AAA/Watch Neg
Sierra Madre Funding Ltd.     B       A/Watch Neg    AA/Watch Neg
Sierra Madre Funding Ltd.     C       BBB-/Watch Neg A-/Watch Neg
Sierra Madre Funding Ltd.     D       BB/Watch Neg   BBB/Watch Neg
South Coast Funding VII Ltd.  A-1ANV  BBB-/Watch Neg AAA/Watch Neg
South Coast Funding VII Ltd.  A-1AV   BBB-/Watch Neg AAA/Watch Neg
South Coast Funding VII Ltd.  A-1B    BBB-/Watch Neg AAA/Watch Neg  
South Coast Funding VII Ltd   A-2     CC             BBB-/Watch Neg
South Coast Funding VII Ltd.  B       CC             B+/Watch Neg      
South Coast Funding VII Ltd.  C       CC             CCC-/Watch Neg    
Tricadia CDO 2005-3 Ltd.      A-2L    AA/Watch Neg   AA                
Tricadia CDO 2005-3 Ltd.      A-3L    BBB+/Watch Neg A/Watch Neg       
Tricadia CDO 2005-3 Ltd.      B-1L    CCC/Watch Neg  BBB/Watch Neg     
Trinity CDO Ltd.              A-1     AA/Watch Neg   AAA               
Trinity CDO Ltd.              A-2     BBB+/Watch Neg AAA/Watch Neg  
Trinity CDO Ltd.              A-3     B+/Watch Neg   A+/Watch Neg      
Trinity CDO Ltd.              B       CCC-/Watch Neg BBB+/Watch Neg    
Trinity CDO Ltd.              C-1     CC             BB+/Watch Neg     
Trinity CDO Ltd.              C-2     CC             BB+/Watch Neg     

                        Other Outstanding Ratings

Transaction                   Class     Rating
-----------                   -----     ------
FAB US 2006-1 PLC             A4
CC                               
FAB US 2006-1 PLC             B
CC                               
FAB US 2006-1 PLC             C
CC                               
Harp High Grade CDO I Ltd.    D
CC                               
McKinley II Funding Ltd.      B
CC                               
McKinley II Funding Ltd.      Q
CC                               
Northlake CDO I Ltd.          II
CC                               
Northlake CDO I Ltd.          III
CC                               
Northwall Funding CDO I Ltd.  B
CC                               
Northwall Funding CDO I Ltd.  C
CC                               
Pinnacle Point Funding II Ltd C-1
CC                               
Pinnacle Point Funding II Ltd C-2
CC                               
Pinnacle Point Funding II Ltd D
CC                               
Saturn Ventures 2005-1 Ltd.   A-1
AAA                              
Saturn Ventures 2005-1 Ltd.   C
CC                               
South Coast Funding VII Ltd.  D-1A
CC                               
South Coast Funding VII Ltd.  D-1B
CC                               
South Coast Funding VII Ltd.  D-2
CC                               
South Coast Funding VII Ltd.  Pref shrs
CC                               
Tricadia CDO 2005-3 Ltd.      A-1L
AAA                              
Tricadia CDO 2005-3 Ltd.      X
AAA                              


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                                Total
                                               Share-
                                     Total    holders   Working
                                    Assets     Equity   Capital
Company                Ticker        ($MM)      ($MM)     ($MM)
-------                ------     --------    -------   -------
ABSOLUTE SOFTWRE       ABT CN          103        (3)       31
APP PHARMACEUTIC       APPX US       1,105       (42)      260
BARE ESCENTUALS        BARE US         263       (49)      113
BLOUNT INTL            BLT US          482       (33)      148
CABLEVISION SYS        CVC US        9,483    (5,001)     (633)
CENTENNIAL COMM        CYCL US       1,394    (1,026)       86
CHENIERE ENERGY        CQP US        1,855      (289)      185
CHOICE HOTELS          CHH US          349      (115)      (16)
CLOROX CO              CLX US        4,708      (370)     (412)
COREL CORP             CREL US         252        (9)      (11)
COREL CORP             CRE CN          252        (9)      (11)
CROWN MEDIA HL-A       CRWN US         682      (661)      (35)
CV THERAPEUTICS        CVTX US         351      (207)      267
CYBERONICS             CYBX US         144        (7)      119
DELTEK INC             PROJ US         181       (72)       39
DISH NETWORK-A         DISH US       7,681    (2,092)     (466)
DOMINO'S PIZZA         DPZ US          466    (1,438)       78
DUN & BRADSTREET       DNB US        1,658      (512)     (192)
EXTENDICARE REAL       EXE-U CN      1,569       (20)      128
GARTNER INC            IT US         1,121       (42)     (266)
GENCORP INC            GY US         1,014       (22)       66
GENERAL MOTO-CED       GM AR       136,046   (55,594)  (18,825)
GENERAL MOTORS         GM US       136,046   (55,594)  (18,825)
GENERAL MOTORS C       GMB BB      136,046   (55,594)  (18,825)
GLG PARTNERS INC       GLG US          581      (350)       80
GLG PARTNERS-UTS       GLG/U US        581      (350)       80
HEALTHSOUTH CORP       HLS US        1,965      (872)     (161)
HUMAN GENOME SCI       HGSI US         847      (120)      (36)
IMAX CORP              IMX CN          216       (89)       (4)
IMS HEALTH INC         RX US         2,360       (10)      324
INCYTE CORP            INCY US         205      (237)      152
INTERMUNE INC          ITMN US         210       (81)      143
IPCS INC               IPCS US         553       (38)       60
KNOLOGY INC            KNOL US         650       (43)        2
LIFE SCIENCES RE       LSR US          202       (14)       10
LINEAR TECH CORP       LLTC US       1,584      (434)    1,070
MEDIACOM COMM-A        MCCC US       3,659      (283)     (295)
MOODY'S CORP           MCO US        1,664      (822)     (248)
NATIONAL CINEMED       NCMI US         540      (475)       58
NAVISTAR INTL          NAV US       11,557      (228)    1,501
NPS PHARM INC          NPSP US         188      (197)       95
OCH-ZIFF CAPIT-A       OZM US        2,129      (208)      N.A.        
OSIRIS THERAPEUT       OSIR US          32       (15)      (23)
PROTECTION ONE         PONE US         654       (52)        4
RASER TECHNOLOGI       RZ US            73       (11)      (12)
REGAL ENTERTAI-A       RGC US        2,688      (214)     (124)
REVLON INC-A           REV US          884    (1,063)      110
ROTHMANS INC           ROC CN          545      (213)      102
SALLY BEAUTY HOL       SBH US        1,496      (695)      413
SEALY CORP             ZZ US         1,051       (98)       49
SONIC CORP             SONC US         798       (87)      (41)
ST JOHN KNITS IN       SJKI US         213       (52)       80
SUN COMMUNITIES        SUI US        1,221       (11)      N.A.        
SYNTA PHARMACEUT       SNTA US          87       (10)       60
TAUBMAN CENTERS        TCO US        3,198        (1)      N.A.        
TEAL EXPLORATION       TEL SJ           56       (22)      (62)
THERAVANCE             THRX US         281      (112)      202
UAL CORP               UAUA US      21,336      (570)   (2,522)
UST INC                UST US        1,417      (394)      165
WARNER MUSIC GRO       WMG US        4,519       (99)     (750)
WEIGHT WATCHERS        WTW US        1,107      (893)     (210)
WR GRACE & CO          GRA US        3,859      (273)      934
XM SATELLITE -A        XMSR US       1,724    (1,144)     (683)


                             *********

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 ***