TCR_Public/081104.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, November 4, 2008, Vol. 12, No. 263

                             Headlines



11-2001 LLC: Voluntary Chapter 11 Case Summary
ADRENALINA: Amends 2007 Annual Financial Report
ADRENALINA: Posts $2.2 Million Net Loss for March 2008
ADVANCED LOGIC: Case Summary & 20 Largest Unsecured Creditors
ADVANTA CORP: Fitch Keeps 'BB-' IDR; Revises Outlook to Negative

AFFIRMATIVE INSURANCE: S&P Lowers Rating to 'B-'; Outlook Neg
ALC FALCON: Case Summary & Six Largest Unsecured Creditors
ALLESANDRO AUTOMATIC: Case Summary & 20 Largest Unsec. Creditors
AMERICAN FIBERS: Court Sets December 5 as Claims Bar Date
AMERICAN HOME: U.S. Trustee Appoints Borrowers' Committee

AMERICAN HOME: Seeks More Time to Solicit Plan Support
AMERICAN INT'L: 4 Units Want to Tap $20.9Bln From Fed. Reserve
AMERICAN INT'L: Gary Gorton May be Partly at Fault for Collapse
ARACRUZ CELULOSE: Fitch Cuts Currency IDRs to 'BB-'
ATA AIRLINES: Gets Assistance from Huron for FedEx Lawsuit

ATHEROGENICS INC: Files Schedules of Assets and Liabilities
BABB-TIDWELL: Voluntary Chapter 11 Case Summary
BARNEYS NEW YORK: Moody's Junks CFR to Caa1; Outlook Negative
BELO CORP: Moody's Puts Ba1 Ratings on Review for Downgrade
BIRCH MOUNTAIN: Tricap Demands Payment, May Foreclose

BLOCKBUSTER INC: Cuts Viacom Letter of Credit to $75MM
BLUEGREEN CORP: S&P Puts 'B' Rating Placed On Watch Negative
BOYNTON BEACH: S&P Cuts Series 2002 Housing Bond Rating to 'BB'
BROADCASTER INC: Auditor Raises Going Concern Doubt
CADENCE INNOVATION: Wants to File Statements Until November 12

CANADIAN TRUST: Restructuring To Be Delayed Until November
CANADIAN TRUST: Seeks CCAA Stay Period Expanded to Nov. 28
CANADIAN TRUST: Parties in Talks on Stamford Trade Dispute
CAVALRY BRIDAL: Clients Picket Against Firm
CEMEX SAB: Fitch Downgrades IDR to 'BB+'; Outlook Negative

CENTERLINE HOLDING: Moody's Cuts CFR to B2; Review for Downgrade
CGCMT 2007-C6: Fitch Affirms B Ratings on Classes O, P & Q Certs.
CHIQUITA BRANDS: S&P Raises Sr. Unsec. Debt Ratings to 'B-'
CHRYSLER LLC: Union's Nod on Shutdowns & Layoffs May Sway Banks
CINCINNATI BELL: Appoints Craig F. Maier to Board Committees

CINCINNATI BELL: Earns $27 Million in Qrtr ended September 30
CIRCUIT CITY: Major Shareholder Cuts Holdings to 4.8% From 5.6%
CIRCUIT CITY: Will Close 155 Stores & Lay Off 17% of Work Force
CITIGROUP MORTGAGE: Fitch Junks Ratings on Classes A3 and A16
COBALT CMBS: Fitch Cuts Ratings on Classes N, O & P Certs. to 'B'

COLT DEFENSE: Moody's Upgrades CFR & PDR to B1
CONEXANT SYSTEMS: October 3 Balance Sheet Upside-Down by $137MM
CONSTELLATION ENERGY: Scott Doubts Firm's Accounting Practices
CONTINENTAL ALLOYS: S&P Affirms 'B' CCR; Removed From Watch
CREDIT SUISSE TRUST: Fitch Junks Ratings on Classes Q & S Certs.

CROCKER LOGISTICS: Voluntary Chapter 11 Case Summary
CUMULUS MEDIA: Moody's Reviewing B2 Probability of Default Rating
DAYTON SUPERIOR: S&P Junks Ratings on Near-Term Refinancing Risk
DELTA AIR: To Gain from Drop in Fuel Prices
DELTA AIR: Fitch Affirms 9 Classes of Delta Air Lines EETCs

DELTA AIR: Fitch Affirms 'B' IDR After Close of Northwest Merger
DILLARD'S INC: Fitch Downgrades IDR to 'B'; Outlook Negative
DLJ COMMERCIAL: Fitch Cuts Recovery Ratings of Classes B-7 & B-8
DOUBLE JJ: Trustee Disallows Multiple Bids in Property Auction
DUN & BRADSTREET: Earns $62MM for Quarter ended September 30

EASTMAN KODAK: Earnings Forecast Cue S&P to Put 'B+' on Watch Neg
ENERGY FUTURE: Moody's Changes Outlook to Negative
FANNIE MAE: Sen. John McCain Support Privatization
FIRST DATA: S&P Assigns 'B' Rating to $4.5BB in Notes Due 2015
FEDERAL-MOGUL: S&P Sees Lower 2009 Earnings, Affirms 'BB-' CCR

FORD MOTOR: Sees Higher F150 Sales in Jan.; To Rehire 1,000
FOREVER CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
FREDDIE MAC: Sen. John McCain Supports Privatization
GENERAL MOTORS: October Deliveries Total 170,585 Drop 45%
GENERAL MOTORS: Union's Nod on Shutdowns & Layoffs May Sway Banks

GS MORTGAGE: Fitch Cuts Ratings on Classes N, O & P Certs. to 'B'
HAWAIIAN TELCOM: Cut by S&P to 'D' After Non-Payment of Interest
HAWAIIAN TELCOM: Did Not Pay $26MM Interest Payment due Nov. 3
HELLER FINANCIAL: Fitch Cuts $7.6MM Class K Notes Rating to BB+
HILITE INT'L: Moody's Junks Corp. Family Rating; Outlook Negative

HORIZON LINES: Moody's Cuts CFR to B2; Outlook Negative
HOSPITAL PARTNERS: Prime Healthcare Takes Over Shasta Regional
HOVNANIAN ENTERPRISES: Fitch Says Debt Exchange Offer Helpful
INDIANAPOLIS DOWNS: Moody's Junks CFR; Further Downgrade Possible
INTERSTATE BAKERIES: Court Approves Disclosure Statement

INTERSTATE BAKERIES: Sends Plan for Voting, Dec. 5 Plan Hearing
IDEARC INC: September 30 Balance Sheet Upside-Down by $8.4BB
JAM FAMILY: Voluntary Chapter 11 Case Summary
JANCOR COS: Case Summary & 30 Largest Unsecured Creditors
JANCOR COS: Files for Chapter 11 Bankruptcy in Delaware

KARDEX SYSTEMS: Files for Chapter 11 in Harrisburg, Pennsylvania
K-SEA TRANSPORTATION: S&P Withdraws 'BB-' Corp. Credit Rating
LB-UBS 2003-C5: Fitch Affirms Ratings of Classes M & N at 'BB'
LIN TV CORP: Moody's Downgrades CFR to B1; Ratings Under Review
LYNN HOMES: Case Summary & 11 Largest Unsecured Creditors

MET-NET COMMUNICATIONS: Case Summary & 20 Largest Unsec Creditors
MENNONITE HOSPITAL: Fitch Affirms Ratings of $39.9MM Bonds at BB-
MERVYNS LLC: Bankruptcy Cues Fitch to Put 4 CMBS Deals on Watch
MERVYN'S LLC: BofA Wants to Terminate Credit Card Pact
METALDYNE CORP: S&P Lowers Rating to 'CC' on Prospect of Default

MICHAEL ARANDA: Voluntary Chapter 11 Case Summary
ML-CFC COMMERCIAL: Fitch Cuts Ratings on Classes L, M & N to 'B'
ML-CFC COMMERCIAL: Fitch Cuts Ratings on Classes K, L & N to 'B'
MODAVOX INC: Posts $322,190 Net Loss for August 2008
MORGAN STANLEY: Fitch Affirms 'BB' Ratings on Classes K & L

MORGAN STANLEY: Fitch Holds B Ratings on Classes M, O & P Certs.
MOTOR COACH: Files Joint Chapter 11 Plan & Disclosure Statement
NALCO COMPANY: Fitch Revises Outlook to Stable; Affirms 'B' IDR
NB BASEBALL: Case Summary & 20 Largest Unsecured Creditors
NICHOLS & SONS LANDSCAPING: Voluntary Chapter 11 Case Summary

NORTHWEST AIR: Fitch Assigns 'B' IDR After Close of Merger
NORTHWEST AIRLINES: Secures $500MM Financing from U.S. Bank
NV BROADCASTING: Moody's Downgrades CFR to Caa2; Outlook Negative
PILGRIM'S PRIDE: May Go Bankrupt in December, CreditSights Says
PREMIER AUTOMOTIVE: Voluntary Chapter 11 Case Summary

PROPEX INC: Files Joint Plan of Reorganization
PROPEX INC: Classification & Treatment of Claims Under Plan
PS RACQUET: Voluntary Chapter 11 Case Summary
RADIO ONE: Moody's Reviewing Notes' Junk Ratings for Downgrade
RIVIERA HOLDINGS: Market Conditions Cue S&P to 'B' On Watch Neg

SANDISK CORP: S&P Revises Recovery Rating on Sr. Unsecured Notes
SEACOAST EXPRESS: Hotel Sold to Robert Contreras for $2.95Mln
SILVER BOWL RESORT: Case Summary & 17 Largest Unsecured Creditors
SIMTROL INC: Posts $821,740 Net Loss for September 2008
SM COLES: Files for Chapter 11 Protection

SMART-TEK SOLUTIONS: Management Raises Going Concern Doubt
STANDARD PACIFIC: Posts $369MM Net Loss for 3rd Quarter 2008
SUN-TIMES MEDIA: Amends Compensation Pact with President and CEO
TRUMP ENTERTAINMENT: Amends Sale Agreement with Coastal Marina
TRUMP ENTERTAINMENT: Pride Capital Sells 802,600 Shares

USG CORP: GTL Secures $90M Loan Facility from DVB Bank
VALCOM INC: Auditor Raises Substantial Doubt
VALUE CITY: Faces WARN Lawsuit; Employees Seek 60 Days' Pay
VERASUN ENERGY: Moody's Cuts Probability of Default Rating to D
VERASUN ENERGY: Bankruptcy Filing Cues S&P to Cut Ratings to 'D'

VISTEON CORP: September 30 Balance Sheet Upside Down by $530 Mln.
VITRO SAB: Fitch Downgrades IDR to 'B-'; Remains on Watch Neg
WHITEHALL JEWELERS: Liquidating $500MM Jewelry; Will Close Stores
WORLDSPACE INC: Gets Initial OK to Borrow $6.5MM from Citadel

* Fitch Puts 4 CMBS Deals on Watch Due to Mervyns Bankruptcy
* Fitch Says U.S. Timeshare ABS Y-O-Y Defaults Up Significantly
* Fitch Says Changes to Loan Terms Cushion Impact on Subprime ARMs
* Fitch Says Unemployment Stoking U.S. Auto ABS Losses
* JP Morgan Launches Plan to Modify Terms of $70BB in Mortgages

* Large Companies with Insolvent Balance Sheets



                             *********

11-2001 LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 11-2001, LLC
        3333 North Main Street
        Jacksonville, FL 32206

Bankruptcy Case No.: 08-bk-06654

Chapter 11 Petition Date: October 28, 2008

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Richard R. Thames, Esq.
                  rrthames@stmlaw.net
                  Stutsman Thames & Markey, P.A.
                  50 N. Laura Street, Suite 1600
                  Jacksonville, FL 32202-3614
                  Tel: (904) 358-4000

Estimated Assets: unstated

Estimated Debts: unstated

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


ADRENALINA: Amends 2007 Annual Financial Report
-----------------------------------------------
Adrenalina and subsidiaries delivered to the Securities and
Exchange Commission on October 17, 2008, an amended annual report
for the year ended December 31, 2007.

Goldstein Schechter Koch Price Lucas Horwitz & Co., P.A., of
Miami, Florida, in a revised letter dated September 12, 2008,
related that errors were discovered by management during 2008
relating to the accounting for the Beneficial Conversion Feature
as of and for the year ended December 31, 2007.  Accordingly, the
consolidated balance sheet as of December 31, 2007 and the
Statement of Operations, Equity and Cash Flows for the year then
ended have been restated to reflect corrections to previously
reported amounts.

Management explained that the error occurred because they
incorrectly applied a marketability discount to the market value
of their common stock based on a limited history and insufficient
trading volume.  The connection of this error resulted in the
reclassification of approximately $1,698,000 of their convertible
debt to equity and the understatement of their interest expense
and net loss by approximately $31,700.

A full-text copy of the Amended 2007 Annual Report is available
for free at http://researcharchives.com/t/s?3478

The auditing firm noted that the company incurred a net loss of
approximately $5,798,000 in 2007.  Additionally, the company has
an accumulated deficit of approximately $9,440,000 at
December 31, 2007 and is currently unable to generate sufficient
cash flow to fund current operations.  "These factors, among
others, raise substantial doubt about the company?s ability to
continue as a going concern."

The operations of the company have been funded through related
party borrowings, contributed capital and a convertible debenture.
Management?s plans to generate cash flow include expanding the
company?s operations through additional store openings and raising
additional capital through debt or equity offerings in an effort
to fund the company?s anticipated expansion.  There is no
assurance additional capital or debt financing will be available
to the company on acceptable terms. The financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.

As of December 31, 2007, the company's balance sheet showed
$8,350,562 in total assets, $5,458,344 in total debts, and
$2,892,218 in total shareholders' equity.

                          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.


ADRENALINA: Posts $2.2 Million Net Loss for March 2008
------------------------------------------------------
Adrenalina reported $2,290,834 net loss on total revenues of
$1,116,718 for the three months ended March 31, 2008, compared to
$1,222,018 net loss on total revenues of $862,261 for the same
period a year earlier.

The company's condensed consolidated balance sheet at March 31,
2008, showed $9,531,759 in total assets and $6,419,951 in total
liabilities resulting in a $3,101,808 stockholders' equity.

                     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.

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

                         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 LOGIC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Advanced Logic Systems, Inc.
        dba ALSI
        811 Church Road, Suite 105
        Cherry Hill, NJ 08002

Bankruptcy Case No.: 08-31052

Chapter 11 Petition Date: October 28, 2008

Court: District of New Jersey (Camden)

Debtor's Counsel: John D. Kutzler, Esq.
                  johndkutzler@aol.com
                  Law Office of Buzby & Kutzler
                  1310 Avenue A
                  Manahawkin, NJ 08050
                  Tel: (800) 975-3336
                  Fax: (609) 978-7198

Total Assets: $5,084,062

Total Debts: $17,587,230

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Praxis Technologies, Inc.      all personal      $2,900,076
41 Kings Highway North         property
Cherry Hill, NJ 08034

Howard Rubin                   note payable      $2,289,450
12 East End Avenue, Apt. 2-A
New York, NY 10028

Kaydon Stanzione               accrued, but      $1,796,331
41 Kings Highway North         unpaid, wages
Cherry Hill, NJ 08034

Lendell Oliver                 accrued, but      $1,611,149
                               unpaid, wages

Jon Bishop                     accrued, but      $1,609,640
                               unpaid, wages

ALServ dba ALSI                note payable      $1,221,182

KSR Associates                 all personal      $1,159,695
                               property

John Fink                      all personal      $769,854
                               property

Ken and Anita Rosenzweig       all personal      $552,236
                               property

United States Treasury         all personal      $484,303
                               property

Gail Tarone                    note payable      $470,388

Clique Communications, LLC     note payable      $403,003

Stevens & Lee, Attorneys       all personal      $385,762
                               property

API Systems, Inc.              consulting        $283,889
                               services

Omni Distribution, LLC         advance on        $235,000
                               future sales

George Lucaci                  note payable      $201,008

Joseph M. Troupe, Jr., MST     professional      $178,701
CPA, P.C.                      accounting
                               services

Madison Building Associates    -                 $154,503

John Rupolo                    note payable      $100,079

Larry Abrams                   all personal      $78,985
                               property


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

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

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

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

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

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

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

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


AFFIRMATIVE INSURANCE: S&P Lowers Rating to 'B-'; Outlook Neg
-------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
counterparty credit and financial strength ratings on Affirmative
Insurance Co. and Insura Property & Casualty Insurance Co. At the
same time, Standard & Poor's lowered its counterparty credit
rating on Affirmative Insurance Holdings Inc. (AFFM) to 'B-' from
'B'. The outlook on all of the companies remains negative.

"The downgrade is a result of an adjustment to nonstandard
notching from standard notching between the ratings on the holding
company and the operating companies," said Standard & Poor's
credit analyst Tom Thun. "The rating action reflects our belief
that the company's financial flexibility is weaker than historical
levels because of limited access to capital markets and increased
earnings pressure on its operating companies."

The company paid down about $60 million of its $200 million in
debt through June 30, 2008. Nevertheless, AFFM's debt to capital
remains extremely high at about 40%, and any changes in its
operating companies' ability to provide dividends could hinder the
holding company's ability to service its debt in the next year or
two.

The insurer financial strength ratings on Affirmative reflect the
companies' good management team, unique market niche, and adequate
earnings for the rating. Partially offsetting these positive
factors are the low barriers to entry in Affirmative's chosen
market, competitive and economic pressures, and the group's
exposure to integration risk because of prior acquisitions.


ALC FALCON: Case Summary & Six Largest Unsecured Creditors
----------------------------------------------------------
Debtor: ALC Falcon LLC
        10015 Old Columbia Road
        Columbia, MD 21046

Bankruptcy Case No.: 08-23984

Chapter 11 Petition Date: October 28, 2008

Court: District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: Marc Robert Kivitz, Esq.
                  mkivitz@aol.com
                  201 N. Charles Street, Suite 1330
                  Baltimore, MD 21201
                  Tel: (410) 625-2300
                  Fax: (410) 576-0140

Total Assets: $10,176,000

Total Debts: $11,027,521

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Assisted Living Centers, Inc.  -                 $1,822,942
10015 Old Columbia Road
Columbia, MD 21046

Robert Bartolo                 -                 $125,000
9570 Long Look Lane
Columbia, MD 21045

Burton Architecture            -                 $50,000
113 West Road, Suite 101
Towson, MD 21204

Louis Buchsbaum                -                 $33,000

D.S. Thaler & Associates, Inc. -                 $15,000

Baltimore County               -                 $4,000
Office of Finance


ALLESANDRO AUTOMATIC: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Allesandro Automatic, Inc.
        10 Universal City Plaza
        20th Floor
        Universal City, CA 91608

Bankruptcy Case No.: 08-18501

Chapter 11 Petition Date: October 29, 2008

Court: Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Gail Higgins, Esq.
                  ghigginse@aol.com
                  433 North Camden Drive, 6th Floor
                  Beverly Hills, CA 90210
                  Tel: (213) 939-3163
                  Fax: (323) 939-3019

Estimated Assets: $500,000 to $1 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/cacd08-18501


AMERICAN FIBERS: Court Sets December 5 as Claims Bar Date
---------------------------------------------------------
The Hon. Peter J. Walsh of the United States Bankruptcy Court for
the District of Delaware established Dec. 5, 2008, as the deadline
for creditors of American Fibers and Yarns Company and AFY
Holdings Company to file proofs of claim.

Governmental units, however, have until March 23, 2009, to file
their proofs of claims.

                       About American Fibers

Headquartered in Chapel Hill, North Carolina, American Fibers and
Yarns Company -- http://www.afyarns.com/-- is a supplier of dyed
yarns to the automotive and apparel industries.  The company and
its affiliate, AFY Holding Company, filed for Chapter 11
protection on Sept. 22, 2008 (Bankr. D. Del. lead case no. 08-
12176).  Edward J. Kosmowski, Esq., and Michael R. Nestor, Esq.,
at Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.  The Debtors selected RAS Management
Advisors LLC as proposed financial advisor.  Epiq Bankruptcy
Solution will serve as the Debtors' claims agent.  The U.S.
Trustee for Region 3 appointed creditors to serve on an Official
Committee of Unsecured Creditors.  The Committee taps Lowenstein
Sandler PC as its counsel.  When the Debtors sought bankruptcy
protection from their creditors, they listed assets and debts
between $10 million and $50 million.


AMERICAN HOME: U.S. Trustee Appoints Borrowers' Committee
---------------------------------------------------------
Judge Sontchi of the U.S. Bankruptcy Court for the District of
Delaware directed the Office of the U.S. Trustee for Region 3 to
appoint an Official Borrowers Committee for the bankruptcy cases
of American Home Mortgage and Investment Corp. and its affiliates.

Borrowers Paula Rush, Tilton Jack, Grace Mullins, Christopher
Bilek, Mary Bilek, Sam Acquisto and Delena Lamacchia  jointly
asked the Court to direct the U.S. Trustee to appoint an official
committee of borrowers in order to include their constituency in
negotiations regarding the Debtors' plan of liquidation.

On behalf of Rush, et al., Thomas G. Macauley, Esq., at Zuckerman
Spaeder LLP, in Wilmington, Delaware. said thousands of individual
homeowners across the United States of America are borrowers of
the Debtors, who have claims or potential claims against the
estates, in light of "deceptive and fraudulent" lending practices
by the Debtors prepetition.  Mr. MaCauley said that while the
Borrowers have been sources of income of the Debtors' estates, the
cases have been dominated by warehouse lenders, mortgage
securitizers, and other financial institutions that, on several
issues, have direct conflicts with the Borrowers.

The Debtors countered that the proposal is a deliberate attempt to
delay the case, noting that the Motion was only filed 13 months
after the Petition Date.

Nevertheless, the Court approve the Borrowers' request, and
accordingly, Roberta A. DeAngelis, acting U.S. Trustee for Region
3, accordingly, has appointed seven people to the Official
Committee of Borrowers in connection with the Debtors' bankruptcy
cases:

  (1) Sam Acquisto
      Attn: Michael P. Roland
      Consumer Law Center, P.A.,
      537 10th Street West
      Bradenton, Florida 34205
      Phone: (941) 761-0363
      Fax: (941) 748-4282

  (2) Christopher Bilek
      Attn: Keith J. Keogh, Esq.
      Law Offices of Keith J. Keogh, Ltd.
      227 West Monroe Street, Suite 2000
      Chicago, Illinois 60606
      Phone: (312) 726-1092
      Fax: (312) 726-1093

  (3) Florence Dandridge
      Attn: Margaret Becker, Esq.
      Staten Island Legal Services
      36 Richmond Terrace, Room # 205
      Staten Island, New York 10301
      Phone: (718) 233-6480
      Fax: (718) 448-2264

  (4) Gracie Graves
      Attn: Rawle Andrews, Esq.
      AARP Legal Counsel for the Elderly
      601 E Street, NW, A4-410
      Washington, District of Columbia 20049
      Phone: (202) 434-2158
      Fax: (202) 434-6464

  (5) Delena Sigmon Lamacchia
      Cherryville, North Carolina 28021

  (6) Penny Montague
      Attn: Hope Del Carlo, Esq.
      Oregon Law Center
      921 SW Washington Street, Suite 516
      Portland, Oregon 97205
      Phone: (503) 473-8319
      Fax: (503) 295-0676

  (7) Paula Rush
      Churchville, Maryland 21028

The Debtors ask Judge Sontchi to extend to November 9, 2008, the
time for them to file a notice of appeal from his order granting
the appointment of the Borrowers Committee.

The Debtors note that absent guidance as to the scope of the
Borrowers Committee's appointment and the Borrowers Committee's
budgetary limitations, if any, the Debtors and the Official
Committee of Unsecured Creditors are unable to determine at this
time whether an appeal from the order is in the best interests of
the bankruptcy estates and creditors.

                       About American Home

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

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

American Home filed a de-consolidated plan of liquidation on
August 15, 2008.

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


AMERICAN HOME: Seeks More Time to Solicit Plan Support
------------------------------------------------------
American Home Mortgage and Investment Corp. and its affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to further
extend their exclusive period to solicit acceptances of their
Amended Chapter 11 Plan of Liquidation through and including
January 27, 2009.

The Debtors relate that following the appointment of the Official
Committee of Borrowers, the Court scheduled the Disclosure
Statement Hearing for November 25, 2008.  The Debtors contend that
they cannot begin to solicit acceptance of the Plan until the
Disclosure Statement has been approved; thus, they need additional
time to solicit acceptances.

In light of the recent appointment, the Debtors say that they will
need more time to negotiate with the Borrowers Committee on Plan-
related issues, and provide it with the information that its
members may request.

The Debtors assert that their Plan is viable and will ultimately
be confirmed because it received the Official Committee of
Unsecured Creditors' support.  Hence, the Debtors believe that it
is appropriate for the Court to extend their Exclusive
Solicitation Period as requested.

Judge Sontchi will convene a hearing on November 25, 2008, at
10:00 a.m., to consider the Debtors' request.  Pursuant to
Del.Bankr.LR 9006-2, the Debtors' Exclusive Solicitation Period is
automatically extended until the conclusion of that hearing.

                       About American Home

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

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

American Home filed a de-consolidated plan of liquidation on
August 15, 2008.

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


AMERICAN INT'L: 4 Units Want to Tap $20.9Bln From Fed. Reserve
--------------------------------------------------------------
American International Group, Inc. disclosed that on Oct. 27,
2008, four of its affiliates applied for participation in the
Federal Reserve Bank of New York's Commercial Paper Funding
Facility.

AIG Funding, Inc., International Lease Finance Corporation, Curzon
Funding LLC and Nightingale Finance LLC may issue up to
approximately $6.9 billion, $5.7 billion, $7.2 billion and $1.1
billion of commercial paper under the CPFF.

Proceeds from the issuance of the commercial paper will be used to
refinance AIG's outstanding commercial paper as it matures, meet
other working capital needs and make voluntary prepayments under
AIG's $85 billion credit facility with the Federal Reserve Bank of
New York.

                  About American International

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

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

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

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

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

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

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

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

                        *     *     *

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

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


AMERICAN INT'L: Gary Gorton May be Partly at Fault for Collapse
----------------------------------------------------------------
Carrick Mollenkamp, Serena Ng, Liam Pleven, and Randall Smith at
The Wall Street Journal report that Gary Gorton, a finance
professor at Yale School of Management, could be partly to blame
on American International Group's collapse, as the company used
the computer models he devised to gauge risk in more than
$400 billion of credit-default swaps.

Mr. Gorton joined AIG as consultant for AIG Financial Products
Corp. in the late 1990s, says WSJ.  Citing a former senior
executive at the unit, WSJ relates that Mr. Gorton billed AIG
about $250 an hour, which would have netted him about $200,000 per
year.  Another former colleague said that Mr. Gorton was later
paid $1 million per year, according to the report.  Mr. Gorton
continues to be a consultant at the firm, says the report.

WSJ relates that AIG's credit-default-swaps operation was run out
of AIG Financial, and AIG sold insurance on billions of dollars of
debt securities backed by corporate loans, subprime mortgages,
auto loans, and credit-card receivables.  AIG executives, says the
report, decided which swaps to sell and how to price them.

According to WSJ, AIG relied on the devised computer models to
help figure out which swap deals were safe, but didn't anticipate
how market forces and contract terms not weighed by the models
would turn the swaps into huge financial liabilities over the
short term.  WSJ relates that AIG didn't assign Mr. Gorton to
assess those threats, which have cost AIG tens of billions of
dollars and led to the government rescue in September.

WSJ relates that AIG started selling credit-default swaps around
1998.  A former senior executive at AIG Financial said that Mr.
Gorton's work helped convince former AIG Financial president
Joseph Cassano that the swaps "were only gold, that if anybody
paid you to take on these risks, it was free money" because AIG
would never have to make payments to cover actual defaults, the
report says.

According to WSJ, the swaps expose AIG to these types of financial
pain:

     -- AIG has to pay up if the debt securities default;

     -- swap buyers can demand collateral from AIG if the
        securities being insured by the swaps decline in value,
        or if AIG's corporate-debt rating is reduced;

     -- AIG must account for the contracts on its own books based
        on their market values, and if those values drop, the
        company has to take write-downs.

Mr. Gorton, states WSJ, said that he didn't rely on the default-
risk predictions of credit-rating services, and instead came up
with his own estimates of what was safe enough for AIG to insure.
WSJ reports that Mr. Gorton collected data and built models to
forecast losses on pools of assets like home loans and corporate
bonds.

According to WSJ, Mr. Gorton said in a December 2007 meeting that
AIG's "models are guided by a few, very basic principles, which
are designed to make them very robust and to introduce as little
model risk as possible.  We always build our own models.  Nothing
in our business is based on buying a model or using a publicly
available model."

WSJ relates that AIG was aware that Mr. Gorton's models didn't
measure the risk of future collateral calls or write-downs, which
have devastated AIG's finances, and the company didn't apply
effective models for valuing the swaps and for collateral risk
until the second half of 2007, after the swaps were sold.

Citing JPMorgan, Reuters reports that a rise in credit default
swaps on AIG debt indicates that the market may be skeptical about
a government program to support the company.  JPMorgan said in a
report that over the past month, five-year credit default swaps on
AIG have risen to 44% from 29%.  According to Reuters, 44% level
means that it costs $4.4 million a year to insure
$10 million of AIG's debt for five years, plus $500,000 in yearly
premiums.  The swaps traded around 53% before the government
rescue, Reuters states, citing JPMorgan.
  Transfer of Securities to NYSE From American Stock Exchange

AIG will transfer the listing of Medium-Term Notes, Series AIG-
FP, NIKKEI 225(R) Index Market Index Target-Term Securities(R)
due Jan. 5, 2011 (Symbol: NOW), currently listed on the NYSE
Alternext US, LLC -- formerly known as the American Stock
Exchange -- to NYSE Arca. The transfer is expected to take place
on Nov. 24, 2008. NYSE Euronext completed its acquisition of the
American Stock Exchange on Oct. 1, 2008.

                  About American International

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

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

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

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

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

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

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

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

                        *     *     *

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

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


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

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

All of these ratings remain on Rating Watch Negative.

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

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

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

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

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


ATA AIRLINES: Gets Assistance from Huron for FedEx Lawsuit
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana,
Indianapolis Division approved ATA Airlines' employment of Huron
Consulting Services effective as of September 26.

Huron Consulting is tasked to assist ATA Airlines in reviewing and
classifying documents in connection with the civil lawsuit, which
the airline filed against Federal Express.  The firm will be paid
$58 per hour for its services as well as $72.50 per hour for
overtime work.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for Chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

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


ATHEROGENICS INC: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
AtheroGenics Inc. filed with the U.S. Bankruptcy Court for the
Northern District of Georgia its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------

  A. Real Property

  B. Personal Property            $53,698,356

  C. Property Claimed as
     Exempt

  D. Creditors Holding                               $11,744
     Secured Claims

  E. Creditors Holding                                54,150
     Unsecured Priority
     Claims

  F. Creditors Holding                             1,218,168
     Unsecured Non-priority
     Claims

                                  -----------    -----------
     TOTAL                        $53,698,356     $1,284,062

                       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.


BABB-TIDWELL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Babb-Tidwell, Inc.
        706 Point Cloxson Circle
        Jacksons Gap, Al 36861
        Tel: (205) 458-9414

Bankruptcy Case No.: 08-81592

Chapter 11 Petition Date: October 28, 2008

Court: Middle District of Alabama (Opelika)

Debtor's Counsel: Max A. Moseley, Esq.
                  Johnston Barton Proctor & Rose LLP
                  569 Brookwood Village, Suite 901
                  Birmingham, AL 35209
                  Tel: (205) 458-9400
                  Fax: (205) 458-9500

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.


BARNEYS NEW YORK: Moody's Junks CFR to Caa1; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded Barneys New York, Inc.'s
ratings, including its corporate family and probability of default
ratings to Caa1, and its senior secured term loan to Caa1 from B3.
The ratings outlook is negative. The downgrades reflect Barneys'
weaker than expected operating performance and debt protection
measures since the company was purchased in an LBO transaction in
September 2007, as significant macro-economic pressures are
affecting consumer confidence and retail spending, including
within the luxury retail segment. As a result, the company's
probability of default has increased.

These ratings are downgraded:

   Barneys New York, Inc.

   * Corporate family rating to Caa1 from B3;

   * Probability of default rating to Caa1 from B3;

   * Senior secured term loan to Caa1 (LGD3, 45%) from B3
     (LGD3, 48%).

Barneys' Caa1 corporate family rating reflects its high leverage
and weak credit metrics as a result of the September 2007 purchase
of the company by Istithmar PJSC, as well as the risks associated
with its expansion strategy into new and untested markets to fuel
growth. In Moody's opinion, Barney's is reliant on successful
store expansion in order to service its heavy debt load. Despite
incremental revenue growth from recent new store openings,
Barneys' year-to-date operating performance has deteriorated due
to significant macro-economic pressures. As a result, its
comparable store sales are negative, margins have eroded due to
increased promotional activity, and credit metrics have weakened.
Further, Moody's is increasingly concerned that the company
continues to operate in this challenging environment without a
CEO, as the prior CEO resigned in July 2008.

The negative outlook reflects Moody's expectation that the weak
economic and retail environment will continue to constrain the
company's operating performance over the near-term. Barneys'
ratings would be downgraded if operating performance deteriorated
to a point where revolver availability materially contracts, the
fixed charge covenant is tested, and its probability of default
increases.

The last rating action on Barneys was in July 2007, when Moody's
assigned first time ratings following the purchase of the company
by Istithmar PJSC for approximately $942 million.

Barneys New York, Inc., headquartered in New York, New York, is a
unique luxury fashion specialty retailer. As of August 2, 2008,
the company operated 38 stores in the United States; 7 flagship,
16 Co-op stores, 2 regional, and 13 outlets. Revenues for the
trailing twelve month period ending August 2, 2008 were over $780
million.


BELO CORP: Moody's Puts Ba1 Ratings on Review for Downgrade
-----------------------------------------------------------
Moody's Investors Service placed Belo Corporation's Ba1 Corporate
Family, Probability of Default and senior unsecured ratings on
review for possible downgrade and lowered its speculative-grade
liquidity rating to SGL-4 from SGL-3. The rating actions are
prompted by Moody's heightened concerns that the television
broadcasting sector will face substantial revenue and cash flow
deterioration due to the high probability of further deterioration
in the U.S. economy and its effect on advertising revenue.

Moody's is concerned that the pace of revenue declines will
increase Belo's debt-to-EBITDA (estimated at 4.6x LTM 9/30/08
incorporating Moody's standard adjustments) well above the 4.75x
level previously indicated as necessary for maintenance of the Ba1
rating level, and a multi-notch downgrade will be considered. The
liquidity rating downgrade to SGL-4 reflects Moody's concern that
cash flow depressed by weak advertising market conditions and
covenant step-downs will lead to a violation of the financial
maintenance covenants in Belo's credit agreement by mid-2009
unless a waiver or amendment is obtained, the certainty and/or
expense associated with which remains highly uncertain given
currently tight credit market conditions.

On Review for Possible Downgrade:

  Issuer: Belo Corp.

  * Corporate Family Rating, Placed on Review for Possible
    Downgrade, currently Ba1

  * Probability of Default Rating, Placed on Review for Possible
    Downgrade, currently Ba1

  * Senior Unsecured Regular Bond/Debenture, Placed on Review for
    Possible Downgrade, currently Ba1, LGD4-53%

  * Senior Unsecured Shelf, Placed on Review for Possible
    Downgrade, currently (P)Ba1

Downgrades:

  Issuer: Belo Corp.

  * Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
    SGL-3

Outlook Actions:

  Issuer: Belo Corp.

  * Outlook, Changed to Rating Under Review From Stable

In the review, Moody's will evaluate the potential depth and
duration of the advertising market downturn in Belo's operating
regions and its ability to mitigate pressure on cash flow through
reductions in cash operating costs and other actions, including a
possible dividend policy change. Liquidity will also be a key area
of focus and Moody's will consider the implications for Belo's
funding costs and the priority of claim of bondholders relative to
the bank lending group if the company were to obtain a waiver or
amendment to the financial maintenance covenants. The bonds and
credit facility are currently both senior unsecured, non-
guaranteed obligations of Belo.

The SGL-4 speculative-grade liquidity rating reflects the
likelihood that free cash flow will weaken considerably in 2009
and that Belo might be in jeopardy of violating the maintenance
financial covenants in its credit facility in the second quarter
of 2009 and possibly earlier if current advertising market
conditions persist as expected. Moody's believes that Belo's free
cash flow (assuming the current dividend is paid) could be near
break-even in 2009 if revenue excluding political advertising
declines by approximately 10%. Belo will likely need an amendment
to sustain compliance with its debt-to-EBITDA covenant, which
steps down to 5.00x in March 2009 from 5.75x as of December 2008.
The SGL methodology framework does not factor in credit facility
amendments, but Moody's anticipates that Belo's solid television
audience share in its local markets (#1 or #2 in 12 of the 14
markets with a big four network affiliate) and moderate leverage
through the credit facility enhance its chances for some relief in
the form of a waiver and/or an amendment.

Moody's last rating action for Belo was a confirmation of the Ba1
CFR and a downgrade of its liquidity rating to SGL-3 from SGL-2 on
January 31, 2008, which concluded a review for downgrade initiated
on October 1, 2007. Please see the credit opinion on
http://www.moodys.com/for additional information on Belo's
ratings.

Belo is a Dallas-based media company with operations in television
broadcasting (owns 20 stations including six in top 15 markets),
cable news (owns/operates six cable news channels) and interactive
media in the United States. The television stations account for
the bulk of the company's approximate $750 million of annual
revenue.


BIRCH MOUNTAIN: Tricap Demands Payment, May Foreclose
-----------------------------------------------------
Birch Mountain Resources Ltd. received a demand for repayment of
its loans from its principal secured creditor, Tricap Partners
Ltd., together with a notice of intention to enforce security
pursuant to section 244 of the Bankruptcy and Insolvency Act.
Birch Mountain is unable to repay its indebtedness to Tricap at
this time.

It is expected that Tricap will begin enforcement proceedings this
week.  Whether or not a receiver will be appointed and whether or
not such a receiver would continue the business operations of the
Corporation is not known.  Members of the board and management
have worked hard, but without success, to attempt to preserve
value for shareholders in light of the corporation's continuing
financial difficulties.  Members of management intend to be
available to assist the receiver in maximizing value for all
stakeholders to the extent possible in the circumstances.

At this time there appears to be little likelihood that there will
be any recovery by the shareholders in the event of a liquidation
or sale of the corporation's assets.  Upon appointment of a
receiver, the powers of the board of
directors will be suspended and ongoing decisions related to the
Corporation will be undertaken by the receiver.

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

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

                        Going Concern Doubt

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

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

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

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

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


BLOCKBUSTER INC: Cuts Viacom Letter of Credit to $75MM
------------------------------------------------------
Blockbuster Inc. and Viacom Inc., its former parent company,
entered into Amendment No. 1 to the Amended and Restated Initial
Public Offering and Split-Off Agreement dated June 18, 2004.

Pursuant to the Amendment, the face amount of the Letter of Credit
required to be provided by Blockbuster for the benefit of Viacom
was reduced from $150,000,000 to $75,000,000 and the conditions
upon which Viacom may draw on the Letter of Credit were amended.
In addition, in the Amendment, Blockbuster assumed responsibility
for the payment of any and all fees and expenses incurred in
connection with the establishment and maintenance of the Letter of
Credit.

In connection with the Amendment, Blockbuster, Viacom, Viacom
International Inc., CBS Corporation and CBS Operations Inc. each
also entered into a letter agreement dated Oct. 24, 2008, pursuant
to which Blockbuster consented to the assignment of the rights,
benefits, obligations, liabilities, and duties of CBS Corporation
and CBS Operations Inc. under the documents entered into in
connection with the Blockbuster split-off, including the IPO and
Split-Off Agreement, to Viacom, and the assumption by Viacom of
all such rights, benefits, obligations, liabilities and duties of
CBS Corporation and CBS Operations Inc.

Full-text copies of the Amendment 1 TO IPO and Split Agreement and
Letter Agreement dated Oct. 24, 2008, are available for free at
http://ResearchArchives.com/t/s?3473and
http://ResearchArchives.com/t/s?3474

                    About Blockbuster Inc.

Headquartered in Dallas, Texas, Blockbuster Inc. (NYSE: BBI,
BBI.B) -- http://www.blockbuster.com/-- is a provider of in-home
movie and game entertainment, with over 7,800 stores throughout
the Americas, Europe, Asia and Australia.  The company maintains
operations in Brazil, Mexico, Denmark, Italy, Taiwan, and
Australia.

At Jan. 6, 2008, the company's total debt, including capital lease
obligations, was $757.8 million compared with
US$984.2 million in Dec. 31, 2006.

                          *     *     *

In August 2008, Moody's Investors Service downgraded Blockbuster
Inc.'s probability of default rating to Caa1 from B3.  The
company's Caa1 corporate family rating, Caa2 senior subordinated
note rating, and SGL-4 speculative grade liquidity rating were
affirmed.  At the same time, Moody's raised the company's secured
bank facilities to B1 from B3.  Moody's said that the outlook
remains negative.

In December 2007, Fitch Ratings affirmed Blockbuster Inc.'s long-
term Issuer Default Rating at 'CCC' and the senior subordinated
notes at 'CC/RR6'.  Fitch said that the rating outlook is stable.


BLUEGREEN CORP: S&P Puts 'B' Rating Placed On Watch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating for Boca Raton, Fla.-based Bluegreen Corp. on CreditWatch
with negative implications.

"The CreditWatch listing reflects our concerns around (1)
Bluegreen's operating performance for the second half of 2008 and
full-year 2009, and (2) the company's liquidity profile," said
Standard & Poor's credit analyst Liz Fairbanks.

"Given the current economic environment and contraction of
consumer discretionary spending, we have revised our outlook for
timeshare demand and are concerned that profitability will
meaningfully decline for the remainder of 2008 and 2009. We
believe that, in addition to a decline in sales revenue, sales and
marketing costs will continue to increase as a percentage of
sales, further pressuring the company's EBITDA," S&P says.

"The CreditWatch listing also reflects our concerns around the
company's ability to access the timeshare securitization market
over the intermediate term. Bluegreen's liquidity profile relies
on its ability to fund timeshare sales through the securitization
market.

"In resolving the CreditWatch listing, we will update our
expectation for operating performance in the coming quarters and
consider the company's ability to access the securitization
markets and enter into additional securitization warehouse
facilities," S&P adds.


BOYNTON BEACH: S&P Cuts Series 2002 Housing Bond Rating to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) on Boynton Beach, Fla.'s multifamily housing mortgage
revenue refunding bonds, series 2002 issued on behalf of Clipper
Cove Apartments, to 'BB' from 'BBB' due to declining debt service
coverage (DSC) and increased uncertainty relating to financial
performance. The outlook is stable.

DSC based on the last audit indicates that DSC dropped to 0.95x
for the year ended Dec. 31, 2007.  While unaudited year-to-date
financial performance indicates that coverage has improved from
2007 it still remains below both budgeted DSC levels and levels
that were expected at the time of the rating.

The audited financial statements for the fiscal year ended Dec.
31, 2007, indicate that the property's performance declined
sharply, as DSC declined to 0.95X from 1.19X from the same period
one year prior.  For the year ended Dec. 31, 20007, net rent
collected and effective gross income increased 3.4% and 3.2%,
respectively.  Net rent collected per unit increased to $823 for
the year ended Dec. 31, 2007, from $796 for the year ended Dec.
31, 2006.  However, competition in the submarket has increased
recently and the ability to increase rental income may be under
additional stresses in the future. Six month year-to-date
(unaudited) financial performance for 2008 indicates DSC has
increased to 1.25x.


BROADCASTER INC: Auditor Raises Going Concern Doubt
---------------------------------------------------
Choi, Kim & Park LLP of Los Angeles, California, in a letter dated
October 10, 2008, to the Board of Directors and Stockholders of
Broadcaster, Inc., disclosed that it audited the financial
statements of the company and its subsidiaries as of June 30, 2008
and 2007.

"The company's significant operating losses and working capital
deficit raise substantial doubt about its ability to continue as a
going concern," the firm noted.

Historically, the company has financed its working capital and
capital expenditure requirements primarily from short-term and
long-term notes and bank borrowings, capitalized leases and sales
of common stock.  It may also seek additional equity and debt
financing to sustain its growth strategy.  However, management
believes that they have sufficient funds together with anticipated
revenue from new lines of business to support the company's
operations at least for the next twelve months, based on the
company's current cash position, equity sources and borrowing
capacity.  "We believe that we will be able to obtain any
additional financing required on competitive terms. In addition,
we will continue to seek opportunities and discussions with third
parties concerning the sale or license of certain product lines
and/or the sale or license of a portion of our assets."

"To achieve our growth objectives, we are considering different
strategies, including growth through mergers and acquisitions. As
a result, we are evaluating and we will continue to evaluate other
companies and businesses for potential synergies that would add
value to our existing operations."

The company has experienced losses from continuing operations
during the last two fiscal years and has an accumulated deficit of
$129,310,000 as of June 30, 2008.  Net cash used for continuing
operations for the year ended June 30, 2008 was $6,970,000.  At
June 30, 2008, working capital deficit was $206,000.  As of June
30, 2008, the company?s principal source of liquidity is
$1,829,000 of cash and $1,700,000 of note receivable.  These
conditions raise substantial doubt that the company will be able
to continue as a going concern.  These operating results occurred
while the company was developing and continues to develop its two
new lines of business, its graphic art line of business and its
mobile communications line of business.  These factors have placed
a significant strain on the financial resources of the company.
The ability of the company to overcome these challenges depends on
its ability continue to reduce its operating costs, generate
revenue, and achieve positive cash flow from continuing operations
and profitability and continued sources of debt and equity
financing. The consolidated financial statements do not include
any adjustments that might result from the outcome of the
uncertainties.

As of June 30, 2008, the company's balance sheet showed total
assets of $4,012,000, total liabilities of $4,334,000 and total
shareholders' deficit of $322,000.

A full-text copy of Broadcaster's Annual Report is available for
free at http://researcharchives.com/t/s?347a

                        About Broadcaster Inc.

Broadcaster, Inc., is a Delaware corporation primarily engaged in
two new lines of business, the game development business and the
telecommunications business.  Until recently, the company was
solely engaged in the operation of a Social Video Network over the
Internet, which business has been discontinued.  All of its
revenues derived during the fiscal year ended June 30, 2008, was
derived from its discontinued operations as an Internet-based
business which included the operation of a Social Video Network
over the Internet through its wholly owned subsidiary, Broadcaster
Interactive Group, Inc., and an Internet based business which
provided entertainment content and old television shows and other
media through its other subsidiary, Access Media.


CADENCE INNOVATION: Wants to File Statements Until November 12
--------------------------------------------------------------
Cadence Innovation LLC, and New Venture Real Estate Holdings LLC
seek approval from the U.S. Bankruptcy Court for the District of
Delaware for an extension of their deadline to file their
schedules of assets and liabilities, statement of financial
affairs and schedules of executory contracts to Nov. 12, 2008.

The Debtors stress that their professionals have been tied down to
emergent matters which are critical to the reorganization efforts
and have devoted substantial time in the maximization of the
Debtors' North American and European businesses.

The Debtors thus believe that an extension of the current deadline
set on October 20 will give them insufficient time to accurately
gather, process, and complete the Schedules.

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No. 08-
11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between $10 million and $50
million, and debts of between $100 million and $500 million.
(Cadence Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CANADIAN TRUST: Restructuring To Be Delayed Until November
----------------------------------------------------------
The Investors representing the Pan-Canadian Investors Committee
for Third Party Structured Asset Backed Commercial Paper disclosed
that it does not expect that the proposed restructuring of the
Canadian ABCP market will be completed by the end of October.

The Investors assure that while the implementation process is
ongoing, the completion of the transactions is taking longer than
expected.  The large number of participants, as well as the
complexity of the required documentation and the recent volatility
in the global financial markets, contribute to the delay, the
Investors explain.

"The Committee, its advisors and I are committed, as we have been
throughout, to implement the restructuring at the earliest
possible date," Purdy Crawford, the Pan-Canadian Committee's
chairman, said in a press statement.  "We continue to work with
the Plan Participants and major stakeholders to finalize the
documentation and move forward with the closing process."

According to Mr. Crawford, the restructuring plan is expected to
be completed by the end of November.

Ernst & Young, Inc., as monitor of the proceedings commenced by
the Pan-Canadian Investors Committee for Third-Party Structured
Asset-Backed Commercial Paper under Canada's Companies' Creditors
Arrangement Act, in its fourteenth monitor report on October 24,
2008, noted that said that the Investors Committee indicated that
although significant progress has been made towards completing the
documentation required for the ABCP Plan, the completion of the
transaction has taken longer than expected because of the large
number of participants, the complexity of the required
documentation involved in the process, and the recent volatility
in the global financial markets.

The Investor Committee's most recent announcement, the Monitor
pointed out, confirmed the commitment to implement the
restructuring at the earliest possible date and the expectation to
have the implementation completed by the end of November 2008.

                    Canaccord Reacts to Delay

Mark Maybank, president and chief operating officer of Canaccord
Capital Corporation, assured the firm's clients in an October 20,
2008, letter that the Canaccord Relief Program remains fully
funded, and that it will be completed approximately seven to 10
days following the restructuring plan transaction.

"We are extremely disappointed by this delay," Mr. Maybank stated
in reference to the Canadian ABCP plan implementation.  He
maintained that Canaccord continues to encourage a swift
implementation of the ABCP Restructuring Plan on their behalf.

A full-text copy of Canaccord's September letter is available for
free at http://bankrupt.com/misc/ABCP_20Oct2008Letter.pdf

                            About ABCP

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone Trust,
MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet Trust,
Rocket Trust, Selkirk Funding Trust, Silverstone Trust, Slate
Trust, Structured Asset Trust, Structured Investment Trust III,
Symphony Trust, Whitehall Trust are entities based in Canada that
issue securities called third-party structured finance asset-
backed commercial paper.  As of Sept. 14, 2007, these 21 Canadian
Trusts had approximately C$33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act.  The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting C$32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.

(Canadian ABCP Trusts Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CANADIAN TRUST: Seeks CCAA Stay Period Expanded to Nov. 28
----------------------------------------------------------
The Investors representing the Pan-Canadian Investors Committee
for Third Party Structured Asset Backed Commercial Paper seek and
an order from the Superior Court of Justice (Commercial List) for
the Province of Ontario, extending the stay protection from
certain creditors under the Companies' Creditors Arrangement Act,
R.S.C. 1985, c. C-36, as amended, through November 28, 2008.

The Investors Committee's recent request comes in light of the
Committee's announcement of the postponement of the full
implementation of the ABCP Restructuring Plan through November
2008.

                        Monitor's Comments

Ernst & Young, Inc., as monitor of the proceedings commenced by
the Investors Committee, supports the Investors' CCAA stay
extension request.

The Monitor believes the Investors are acting in good faith and
with due diligence in the CCAA Proceedings.

The Monitor says it is also not aware of any circumstance that
would prevent aggregate cash flow in the ABCP Conduits from
remaining positive.  The current Cash Flow Projections project
substantial positive cash flow in the Conduits to September 2008
and the actual cash balances at July 31, 2008, indicate that
actual cash flows are, in the aggregate, substantially consistent
with the current Cash Flow Projections, the Monitor cites.

"There appears to be no material detriment to the [ABCP]
Noteholders generally if the stay of proceedings is extended to
November 28, 2008," the Monitor relates.

                            About ABCP

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone Trust,
MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet Trust,
Rocket Trust, Selkirk Funding Trust, Silverstone Trust, Slate
Trust, Structured Asset Trust, Structured Investment Trust III,
Symphony Trust, Whitehall Trust are entities based in Canada that
issue securities called third-party structured finance asset-
backed commercial paper.  As of Sept. 14, 2007, these 21 Canadian
Trusts had approximately C$33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act.  The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting C$32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.

(Canadian ABCP Trusts Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CANADIAN TRUST: Parties in Talks on Stamford Trade Dispute
----------------------------------------------------------
Ernst & Young, Inc., as monitor of the proceedings commenced by
the Pan-Canadian Investors Committee for Third-Party Structured
Asset-Backed Commercial Paper under Canada's Companies' Creditors
Arrangement Act, delivered its fourteenth monitor report on
October 24, 2008, to the Ontario Superior Court of Justice, to
update the Honorable Justice Colin Campbell with developments in
the Applicants' CCAA proceedings.

The Investors Committee related that a leveraged credit default
swap between Constellation Credit Linked Trust (Stamford) Series
2006-1, a Satellite Trust of Planet Trust (affecting Series A and
Series L8), and Wachovia Bank, N.A. was terminated on October 8,
2008.

Wachovia Bank, who is affected by the CCAA proceedings, issued a
collateral call notice to the Satellite Trust on September 29,
2008, requesting that an additional US$33,330,000 of collateral be
provided.

The Monitor disclosed that its representatives were present at the
Investors Committee meetings and certain of the conference calls
at which the proposed resolution of the Stamford trade issues were
discussed with the assistance or input of JPMorgan.

Based on its observation of those discussions, its understanding
of the structure of the Planet Trust and its understanding of the
Initial CCAA Stay Order, the Monitor is satisfied that the
decision of the Sponsor of Planet Trust, made with the concurrence
of the Investors Committee, to terminate the Stamford credit
default swap is permissible under the Initial Order because:

  (i) the activities of the Satellite Trust of Plant Trust are
      not affected by the Initial Order; and

(ii) in any event, sub-paragraph 4(a) of the Initial Order
      specifies that the Respondents and the Conduits remain in
      possession and control of their respective title and
      interest in the Conduits' assets, which assets would
      include the Satellite Trust.

The credit default swap transaction resulted in a loss to
Noteholders of Plant Trust Series A of approximately C$50.3
million, or approximately 5.7% of principal and a loss to
Noteholder of Planet Trust Series L8 of approximately C$12.5
million or approximately 94.1% of principal, according to the
Monitor.  As a further consequence of this unwinding, however,
the Monitor said, certain Tracking Notes that were to be issued
in connection with the Plan will be issued and paid down almost
immediately using recoveries from the transaction unwind of
approximately C$3.1 million or 5.9% for the Plant Trust Series A
notes and of C$0.8 million in the case of the Planet Trust Series
L8 notes.

                      Conduits' Cash Balances

The Monitor acknowledged that July 31, 2008 is the most current
date for which cash balances by Conduit are available.  The
Sponsors of the Conduits require at least one full month to
reconcile all of their bank accounts.  The Monitor is
working with the Sponsors of the Conduits to obtain updated
actual cash balances as of July 31, 2008.

As of July 31, 2008, the Conduits reported an aggregate cash
balance of about C$5.8 billion and an increase in that cash
balance of approximately $0.2 billion from June 30, 2008.

The July 31, 2008 aggregate cash balance is approximately
C$0.1 million or 1.3% higher than the aggregate cash balance
projected in the Current Cash Flow Projections.

Individually significant variances in the Conduits and the
explanations provided by the Sponsors of the Conduits for those
variances are:

  (a) Actual cash in the Comet Trust and Slate Trust at July 31,
      2008 was less than the projected balances by C$49.1
      million or 11.4% and C$33 million or 20.2%, respectively,
      due to lower principal amortization of certain Traditional
      Assets than projected;

  (b) Actual cash in the Gemini Trust and Rocket Trust exceeded
      the projected balances at July 31, 2008 by C$167.5 million
      or 20% and C$52.9 million or 3.9%, respectively, due to an
      early repurchase and higher principal amortization of
      certain Traditional Assets than projected; and

  (c) Actual cash in the Structured Asset Trust at July 31, 2008
      was less than the projected balances by $31 million or
      23.2%.  This is primarily due to the posting of C$25
      million of additional collateral on March 17, 2008 in
      connection with the Nemertes III transaction in response
      to a collateral call from CIBC.

A full-text copy of the 14th Monitor Report is available for free
at http://bankrupt.com/misc/ABCP_14thMonitorRpt.pdf

                            About ABCP

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone Trust,
MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet Trust,
Rocket Trust, Selkirk Funding Trust, Silverstone Trust, Slate
Trust, Structured Asset Trust, Structured Investment Trust III,
Symphony Trust, Whitehall Trust are entities based in Canada that
issue securities called third-party structured finance asset-
backed commercial paper.  As of Sept. 14, 2007, these 21 Canadian
Trusts had approximately C$33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act.
The Committee asked the Court to call a meeting of ABCP
noteholders to vote on a plan to restructure 20 trusts affecting
C$32 billion of notes.  The trusts were covered by the Montreal
Accord, an agreement entered by international banks and
institutional investors on Aug. 16, 2007 to work out a solution
for the ABCP crisis in Canada.  Justice Campbell appointed Ernst &
Young, Inc., as the Applicants' monitor, on March 17, 2008.

(Canadian ABCP Trusts Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CAVALRY BRIDAL: Clients Picket Against Firm
-------------------------------------------
Newsday.com reports that 10 newlyweds and brides-to-be in Millburn
picketed outside Calvary Bridal House, Inc., on Saturday,
complaining that they haven't received the dresses they have
ordered from the company.

According to Newsday.com, the protesters claimed that they paid
thousands of dollars for the dresses.  The Star-Ledger of Newark
relates that the women said that they paid as much as $4,000 for
designer gowns and never got a refund.

The Star-Ledger relates that Elga Koehler, the store's owner, said
that the company had no choice but to file for bankruptcy after
the financial crisis halted an attempted expansion.  Under
bankruptcy rules, Cavalry Bridal is allowed to remain open while
putting together a repayment plan, and clients will eventually get
their refund, Newsday states, citing Ms. Koehler.

Calvary Bridal House, Inc., filed for Chapter 11 protection on
Aug. 4, 2008 (Bankr. D. N.J. Case No. 08-24645).  The company
listed assets below $1,000,000 and debts below $1,000,000.


CEMEX SAB: Fitch Downgrades IDR to 'BB+'; Outlook Negative
----------------------------------------------------------
Fitch Ratings has downgraded these ratings of Cemex, S.A.B. de
C.V. (Cemex) and related entities:

   -- Cemex foreign currency Issuer Default Rating (IDR) to 'BB+'
      from 'BBB-';

   -- Cemex local currency IDR to 'BB+' from 'BBB-';

   -- Cemex Espana S.A. (Cemex Espana) IDR to 'BB+' from 'BBB-';

   -- Senior unsecured debt obligations of Cemex and Cemex Espana
      to 'BB+' from 'BBB-';

   -- Rinker Materials Corporation US$150 million senior unsecured
      notes due 2025 to 'BB+' from 'BBB-';

   -- Cemex long-term national scale rating to 'AA-(mex)' from
      'AA+(mex)';

   -- Cemex short-term national scale rating to 'F1(mex)' from
      'F1+(mex)';

The Rating Outlook is Negative.

The rating actions reflect weaker than expected operating results
and higher leverage levels than previously anticipated due to
economic weakness in most of the company's important markets.
Additionally, adverse market conditions have slowed the pace of
the company's divestiture program and should continue to make this
process challenging over the next year.  Further incorporated into
the ratings is Cemex's reduced liquidity position, with the
company facing significant maturities during 2009 amid a difficult
credit market, resulting in increased refinancing risk.

The ratings also consider the company's strong global business
position as an integrated cement player, robust cash flow
generation ability and good geographic diversification, with a
presence in over 50 countries.  While the company has been able to
reduce debt by close to US$3.0 billion since the Rinker
acquisition, leverage remains higher than originally anticipated.
At Sept. 30, 2008 Cemex had total adjusted debt of
US$23.3 billion.  Adjusted debt includes total debt plus perpetual
debt and operating leases; considering annual estimated EBITDAR of
US$4.9 billion, the total adjusted debt to EBITDAR ratio is 4.8
times (x), still high for the rating category.  While the company
should continue to focus its efforts on debt reduction, prevalent
weak operating market conditions in its main markets, as well as
revised economic growth prospects for most of the regions in which
it operates should result in a slower than expected pace of
deleveraging for the company.

Fitch's ratings incorporate the recent measures announced by the
company that are focused on increasing free cash flow generation.
Cemex recently announced a cost cutting program that will provide
US$500 million in recurrent annual savings, starting in 2009.  The
company has also reduced its capital expenditure program for 2009
to US$845 million, coming down from US$2.0 billion in 2008 and has
targeted additional assets to divest.  These measures should
provide additional free cash flow to be used towards debt
repayment.

Cemex's liquidity position is tight, as the company faces
maturities of US$5.7 billion during 2009.  Of this figure, US$3.0
billion consist of a syndicated loan related to the Rinker
acquisition which matures in December 2009.  The company has
started negotiating with its main banks, and has closed
commitments totaling close to US$1.3 billion to extend the
maturity until December 2010.  The remaining US$2.6 billion in
maturities in 2009 are spread throughout the year and consist of
US$310 million of Certificados Bursatiles issued in the local
capital markets and US$2.3 billion in bank debt.  Additionally,
the recent volatility in currencies resulted in mark-to-market
losses on derivatives instruments held by the company totaling
US$711 million as of Oct. 14, 2008.  Cash posted on margin calls
totaled US$445 million; further margin calls are limited as the
company has unwound most of its cross currency swaps (CCS)
positions related to its peso denominated debt and all of its
capital hedge position.  Cash available at this date was US$630
million.

CEMEX is the third-largest cement producer in the world based on
production capacity of approximately 97 million metric tons and
operates in more than 50 countries.  The company is also the
global leader in the ready mix concrete market with sales of over
80.5 million cubic meters and an important global player in the
aggregates business with sales of 222.7 million tons.  In 2007,
the company's net revenues and EBITDA reached US$21.7 billion and
US$4.6 billion, respectively. Pro forma including full year
results from Rinker, EBITDA reached US$5.1 billion.  CEMEX's U.S.
operations generated 32% of consolidated EBITDA followed by the
Mexico with 24% and Spain with 11%.


CENTERLINE HOLDING: Moody's Cuts CFR to B2; Review for Downgrade
----------------------------------------------------------------
Moody's Investors Service lowered the corporate family rating of
Centerline Holding Company to B2 from B1. The rating remains under
review for possible downgrade. This follows the deferment of
payment by Centerline's term loan lenders for 21 days; the amount
that had been due October 31st was approximately $18 million.
Centerline's near-term liquidity position remains challenging;
Moody's believes, however, that Centerline is working to alleviate
this situation through potential transactions which would provide
sufficient funds to meet its remaining needs in 2008. Looking
beyond this year, Moody's is concerned that disruptive conditions
in the commercial real estate, affordable housing and financial
markets will continue to pressure Centerline's rating.

In its review, Moody's is monitoring 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 (including
the interim amortization payment now due November 21st) and
demonstrate adequate liquidity for 2009. Absent this, or should
fixed charge coverage drop below 1.5x, a further downgrade would
be likely.

This rating was downgraded and remains on review for further
possible downgrade:

   * Centerline Holding Company - Corporate family rating to B2
     from B1.

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.


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

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

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

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

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

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

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

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


CHIQUITA BRANDS: S&P Raises Sr. Unsec. Debt Ratings to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its senior
unsecured debt ratings on Cincinnati, Ohio-based Chiquita Brands
International Inc. to 'B-' (same as the corporate credit rating)
from 'CCC+' and the recovery rating to '4' from '5' indicating the
expectation of average (30% to 50%) recovery in the event of
payment default. The upgrades are principally the result of about
$91 million of redemptions the company has made since June 2008.
At the same time, S&P affirmed the 'B-' corporate credit rating
and 'B+' senior secured ratings. The outlook is stable. As of
Sept. 30, 2008, Chiquita had about $805 million of debt.

Third-quarter sales ended Sept. 30, 2008, and increased 7%,
primarily due to improved banana pricing and favorable foreign
exchange rates. The company had an operating loss of $5 million
for third-quarter 2008, compared with a $7 million loss the
previous year. The relative improvement was due to stronger banana
operating income, as the salad and healthy snacks category remains
unprofitable. Adjusted debt was about $1.4 billion as of Sept. 30,
2008, and declined by $25 million after the quarter ended,
reflecting repayment of senior unsecured notes. The company has
repaid $91 million of notes since June 2008, using proceeds from
the sale of its Atlanta AG subsidiary.

The outlook is stable. Chiquita has reduced leverage and improved
covenant cushion despite high industry costs. S&P estimates that
if EBITDA (as calculated under the credit agreement) declines by
15%, given the current economic uncertainties, Chiquita would
maintain sufficient (greater than 20%) cushion on its financial
covenants. "An outlook revision to positive would require
sustained improvement in operating performance, credit measures,
and covenant cushion," said Standard & Poor's credit analyst
Alison Sullivan.

"We could revise the outlook to negative if liquidity becomes
constrained, for example, if covenant cushion declined to the
single-digit percentage area, and/or operating trends deteriorate
and leverage increases significantly," she continued.


CHRYSLER LLC: Union's Nod on Shutdowns & Layoffs May Sway Banks
---------------------------------------------------------------
John D. Stoll and Jeff Bennett at The Wall Street Journal report
that the United Auto Workers union President Ron Gettelfinger's
approval on the plant shutdowns and worker layoffs that the
General Motors Corp. - Chrysler LLC merger will cause could sway
banks and lawmakers into considering financing the deal.

The merger may cost 74,000 jobs and close half of Chrysler's
plants, ABI World relates, citing accounting firm Grant Thornton
LLP.  WSJ states that analysts say that at least 50,000 workers
could be dismissed.

WSJ relates that the UAW doesn't have to approve the shutdowns and
layoffs.  The report says that the merged company could seek to
close several plants employing thousands of UAW members and
renegotiate parts of the labor contracts with GM and Chrysler.

Citing people familiar with the matter, Mr. Gettelfinger has
started meeting with GM Chief Operating Officer Fritz Henderson
and could reach out to Cerberus Capital Management LP's President
Stephen Feinberg.

According to WSJ, Sen. Barack Obama's victory in Tuesday's
presidential election could also boost the union's influence since
a deal may depend on bailout money from the government.  People
close to the union said that Sen. Obama has already consulted with
Mr. Gettelfinger on labor issues, WSJ states.

Previous reports say that Mr. Gettelfinger has expressed
disapproval of the GM-Chrysler merger, saying that it could lead
to massive job losses.  Sources said that Mr. Gettelfinger also
opposes renegotiating a massive health-care trust that the union
agreed to create for GM, Ford Motor Co., and Chrysler in 2007, WSJ
relates.

Steve Girsky isn't being placed in a decision-making role, but Mr.
Gettelfinger plans to have him present and active in discussions
with GM and Chrysler, WSJ reports, citing sources.

As reported in the Troubled Company Reporter on Nov. 3, 2008, UAW
retained Mr. Girsky as adviser on the talks.  Mr. Girsky will
assist Mr. Gettelfinger in evaluating the talks between GM and
Chrysler.

                   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.


CINCINNATI BELL: Appoints Craig F. Maier to Board Committees
------------------------------------------------------------
Cincinnati Bell Inc. appointed Craig F. Maier to the Compensation
Committee and the Governance and Nominating Committee of the board
of directors effective Oct. 24, 2008.

On July 25, 2008, Mr. Maier was appointed to the board of
directors as a Class I director to fill the board vacancy.
Mr. Maier will serve a term expiring at the 2009 Annual Meeting of
Shareholders.

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/-- provides integrated
communications solutions - including local, long distance, data,
Internet, and wireless services.

In addition, the company provides office communications systems as
well as complex information technology solutions including data
center and managed services.

Cincinnati Bell conducts its operations through three business
segments: Wireline, Wireless, and Technology Solutions.

                          *     *      *

As reported in the Troubled Company Reporter dated Aug. 12, 2008,
Fitch Ratings affirmed the company's 'B+' issuer default rating.


CINCINNATI BELL: Earns $27 Million in Qrtr ended September 30
-------------------------------------------------------------
Cincinnati Bell Inc. disclosed financial results for the third
quarter of 2008 including revenue of $347 million, up $2 million
or 1% year-over-year.  Operating income was $80 million with net
income of $27 million.

                       Quarterly Highlights

   * Total revenue increased $2 million to $347 million versus
     the third quarter of 2007 driven by growth of $21 million
     in service revenue from Wireless, Wireline data, long
     distance, VoIP, and Data Center and Managed Services.

   * Wireless service revenue in the quarter was $74 million,
     up $6 million or 9% from a year ago.  This increase
     contributed to growth in Wireless operating income and
     Adjusted EBITDA of 30% and 10%.  The Adjusted EBITDA
     margin1 expanded 1%age point.

   * In the Technology Solutions segment, operating income of
     $6 million was up 2% from the prior year quarter.  Adjusted
     EBITDA increased 33% primarily due to the growth of Data
     Center and Managed Services revenue, which was up 39% from
     the third quarter of 2007.

   * Year-over-year DSL subscriber growth equaled 6%.  At the
     end of the quarter, Cincinnati Bell had a total of 231,000
     DSL subscribers.

   * Quarterly free cash flow2 was $23 million.  Capital
     expenditures in the third quarter equaled $56 million, down
     $7 million from a year ago. Net debt was $1.98 billion at
     the end of the quarter.

   * Cincinnati Bell also purchased an additional 5 million
     shares of common stock for a total of $21 million in the
     third quarter.  The company has now purchased 16 million
     shares under its current common stock repurchase program or
     7% of outstanding shares.  Cincinnati Bell expects to
     continue repurchases and the timing and nature are subject
     to market conditions and applicable securities laws.

                      About Cincinnati Bell

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/-- provides integrated
communications solutions-including local, long distance, data,
Internet, and wireless services.

In addition, the company provides office communications systems as
well as complex information technology solutions including data
center and managed services.

Cincinnati Bell conducts its operations through three business
segments: Wireline, Wireless, and Technology Solutions.

                         *     *      *

As reported in the Troubled Company Reporter dated Aug. 12, 2008,
Fitch Ratings affirmed the company's 'B+' issuer default rating.


CIRCUIT CITY: Major Shareholder Cuts Holdings to 4.8% From 5.6%
---------------------------------------------------------------
Classic Fund Management, a major shareholder of Circuit City
Stores Inc., has reduced its holdings in the company, The
Associated Press reported Thursday.

Regulatory filings show Lichenstein, Classic Fund Management
lowered its equity in the company to 8.2 million shares, or about
4.8%, from 9.5 million shares, or about 5.6%.

Last week, The Wall Street Journal said Circuit City was
considering shutting its stores and cutting jobs to avoid filing
for Chapter 11 bankruptcy protection, citing "several people
familiar with the matter."

As reported in the Troubled Company Reporter on Oct. 22, 2008,
Circuit City Stores, Inc., was considering closing at least 150
stores and laying off thousands of its 45,000 workers to avoid
bankruptcy.

According to MarketWatch, the closing of 155 underperforming
stores in the U.S. is a last ditch effort by the company to stay
afloat before what some analysts predict may be an unavoidable
bankruptcy.

Circuit City reported only one profitable quarter in the past year
and posted a bigger than anticipated second-quarter loss last
month with a 13.3% decline in same-store sales.

Circuit City's stock closed at $0.26 per share on Oct. 31, and has
been trading at below $1 apiece since Sept. 29.  From Dec. 2007
until June, the stock closed at $3 to $7 apiece.

                        About Circuit City

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.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 22, 2008,
Circuit City hired Skadden, Arps, Slate, Meagher & Flom LLP -- the
law firm that oversaw the Chapter 11 reorganization of Kmart -- as
its bankruptcy counsel.  The sources said that Circuit City also
retained FTI Consulting Inc. to develop a turnaround plan and
investment bank Rothschild Inc. to lead negotiations with banks
and secure emergency financing.


CIRCUIT CITY: Will Close 155 Stores & Lay Off 17% of Work Force
---------------------------------------------------------------
Miguel Bustillo at The Wall Street Journal reports that Circuit
City Stores Inc. said that it is closing and liquidating 155 of
its 721 U.S. stores and laying off 17%, or 6,800 of its 40,000
workers, due to a deteriorating economy, tightening credit terms
by suppliers, and reduced borrowing abilities.

As reported in the Troubled Company Reporter on Oct. 22, 2008,
Circuit City was considering closing at least 150 stores and
laying off thousands of its 45,000 workers to avoid bankruptcy.

Circuit City expects that impacted stores will not open on
Nov. 4, 2008, and the store closing sales will begin on Nov. 5,
2008.  The company expects the sales to be completed no later than
calendar year end.

For fiscal 2008, the stores that are being closed generated in
total approximately $1.4 billion in net sales.  When results were
viewed at the individual comparable store level, the closing
stores, as compared to the stores remaining open, on average had
lower net sales, a lower close rate and a lower gross profit
margin rate.  The stores, on average, were also unprofitable when
marketing expenses were allocated to the individual store-level
results.

Circuit City will continue to honor its customer commitments and
serve its guests through 566 stores in 153 U.S. media markets, via
its Web site at www.circuitcity.com and via phone at 1-800-THE-
CITY (1-800-843-2489).  During this transitional period, Circuit
City is executing a plan to minimize disruption to the operations
of stores that are remaining open.

According to WSJ, the store shutdowns and layoffs are aimed at
cutting operating, marketing, and payroll expenses, while
preserving cash needed for Circuit City to stay afloat.  The
report says that as of Aug. 31, 2008, Circuit City was down to
$92.5 million in cash and equivalents.  Citing industry analysts,
the report states that if the effort falls short, Circuit City
would have to close more stores or file for Chapter 11 protection.

Circuit City's acting CEO James A. Marcum said in a statement,
"The weakened environment has resulted in a slowdown of consumer
spending, further impacting our business as well as the business
of our vendors.  The combination of these trends has strained
severely our working capital."

WSJ relates that Circuit City said it is still considering options
to restructure.  The decision to close stores "outside of the more
favorable conditions available" in a bankruptcy court indicates
that the company has failed to secure the financing it would need
to continue in Chapter 11 reorganization, the report says, citing
analysts.

Circuit City, according to WSJ, said that its suppliers have set
more rigorous payment terms, due to the company's deteriorating
finances.  WSJ reports that an appraisal of Circuit City's
inventory determined that the liquidation value was less than
expected due to the worsening economy, reducing the amount that
the company can borrow under a $1.3 billion asset-based line of
credit.

Citing RBC Capital Markets analyst Scot Ciccarelli, WSJ states
that it would be unlikely that Circuit City will be able to get
the inventory it needs for its remaining stores during the
holidays.

WSJ relates that Circuit City said it canceled 10 store launchings
scheduled for later in its fiscal year, which ends in February
2008, and that it will ask landlords to lower rents or cancel
leases.

Over the past several weeks, a number of factors have impacted
severely Circuit City's liquidity position.  These factors
include:

     -- waning consumer confidence and a significantly weakened
        retail environment have impacted negatively the company's
        sales and gross profit margin rate to a greater degree
        than management had anticipated previously;

     -- Following the company's second quarter results
        announcement, the company's liquidity position and the
        sharply worsened overall economic environment led some of
        Circuit City's vendors to take restrictive actions with
        respect to payment terms and the credit they make
        available to the company.  Additionally, the recent
        disruption in the financial markets has contributed to
        certain of the company's vendors experiencing
        insurmountable challenges with obtaining credit insurance
        for the company's purchases.  As a result of this and
        other considerations, certain of the company's vendors
        have set more restrictive payment terms than in previous
        quarters, including in some cases requiring payment
        before shipment.  Vendors also have limited the credit
        available to the company for purchases, including in some
        cases not providing customary increases in credit lines
        for holiday purchases.  While management is working
        diligently to secure the support of its vendors and
        believes it has maintained good relationships with these
        important partners, the current mix of terms and credit
        availability is becoming unmanageable for the company;

     -- To date, the company has been unable to collect an income
        tax refund of approximately $80 million that the company
        believes it is owed from the federal government;

     -- Due primarily to the weakened economic environment and
        its potential impact on the timing of sales of the
        company's inventory and costs and expenses associated
        with the sales, a recent third-party appraisal conducted
        for the company's asset-based credit facility resulted in
        a reduction of the estimated net orderly liquidation
        value of the company's inventory.  This valuation
        adjustment was made despite the mix of merchandise
        remaining consistent with the previous appraisal in
        November 2007.  This reduction has led to a lower
        borrowing base and reduced availability for the current
        period compared with what the company had expected
        previously.

Mr. Marcum said, "Since late September, unprecedented events have
occurred in the financial and consumer markets causing
macroeconomic trends to worsen sharply.  The weakened environment
has resulted in a slowdown of consumer spending, further impacting
our business as well as the business of our vendors.  The
combination of these trends has strained severely our working
capital and liquidity, and so we are making a number of difficult,
but necessary, decisions to address the company's financial
situation as quickly as possible."

           Notification from NYSE on Non-Compliance

Circuit City said that, on Oct. 24, 2008, the New York Stock
Exchange notified the company that it did not satisfy one of the
NYSE's standards for continued listing applicable to the company's
common stock.  The NYSE noted specifically that the company was
"below criteria" for the NYSE's price criteria for common stock
because the average closing price of the company's common stock
was less than $1.00 per share over a consecutive 30-trading-day
period as of Oct. 22, 2008.

Under NYSE policy, in order to cure the deficiency for this
continued listing standard, the company's common stock share price
and the average share price over a consecutive 30-trading-day
period must both exceed $1.00 by six months following receipt of
the non-compliance notice.  The NYSE also notified the company
that the NYSE has the right to reevaluate continued listing
determinations with respect to qualitative listing standards,
including an abnormally low selling price at sustained levels.

The company's common stock remains listed on the NYSE under the
symbol "CC", but the NYSE will assign a ".BC" indicator to the
symbol to denote that the company is below the quantitative
continued listing standards.  As required by the NYSE's rules, in
order to maintain the listing, the company will notify the NYSE,
within 10 business days of receipt of the non-compliance notice,
of its intent to cure this price deficiency.

                        About Circuit City

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.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 1, 2008,
Lauren Coleman-Lochner, Mark Clothier and Jonathan Keehner of
Bloomberg News report that Circuit City Stores, Inc., has hired
turnaround firm FTI Consulting Inc. as an adviser, according to
two people with knowledge of the appointment who declined to be
identified because the information isn't public.


CITIGROUP MORTGAGE: Fitch Junks Ratings on Classes A3 and A16
-------------------------------------------------------------
Citigroup Mortgage Loan Trust 2008-3 is rated by Fitch Ratings:

   -- $137,406,000 classes A1, A2, and A5 through A14 'AAA';
   -- $0 class A15 (exchangeable) 'BBB';
   -- $34,352,594 classes A3 and A16 'CC'.

This transaction contains certain classes designated as
exchangeable certificates and others as regular certificates.
Classes A6 through A14, A15 and A16 are exchangeable certificates.
The rest of the classes are regular certificates.

This transaction is a resecuritization of approximately 31.98%
interest in the classes 1-A-18 and 1-A-19 and 100% interest in the
classes 1-A-32 and 1-A-33 mortgage pass-through certificates from
CWALT, Inc.

Alternative Loan Trust 2007-5CB Trust which represent beneficial
ownership interest in fixed-rate, conventional, first lien
residential mortgage loans, substantially all of which have
original terms to stated maturity of 30 years.  As a
resecuritization, the certificates will receive their cash-flow
from the underlying classes of certificates.


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

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

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

   -- $12.1 million class L to 'BB' from 'BB+'; Outlook Negative;
   -- $3 million class M to 'BB-' from 'BB'; Outlook Negative;
   -- $9.1 million class N to 'B+' from 'BB-'; Outlook Negative;
   -- $6 million class O to 'B' from 'B+'; Outlook Negative;
   -- $3 million class P to 'B-' from 'B'; Outlook Negative.

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

   -- $30.7 million class A-1 at 'AAA'; Outlook Stable;
   -- $241.1 million class A-2 at 'AAA'; Outlook Stable;
   -- $71.9 million class A-AB at 'AAA'; Outlook Stable;
   -- $857.5 million class A-3 at 'AAA'; Outlook Stable;
   -- $485.5 million class A-1A at 'AAA'; Outlook Stable;
   -- $221.9 million class A-MFX at 'AAA'; Outlook Stable;
   -- $20 million class A-MFL at 'AAA'; Outlook Stable;
   -- $102.6 million class A-JFX at 'AAA'; Outlook Stable;
   -- $100 million class A-JFL at 'AAA'; Outlook Stable;
   -- Interest-only class X at 'AAA'; Outlook Stable;
   -- $21.2 million class B at 'AA+'; Outlook Stable;
   -- $27.2 million class C at 'AA'; Outlook Stable;
   -- $21.2 million class D at 'AA-'; Outlook Stable;
   -- $15.1 million class E at 'A+'; Outlook Stable;
   -- $18.1 million class F at 'A'; Outlook Stable;
   -- $30.2 million class G at 'A-'; Outlook Stable;
   -- $24.2 million class H at 'BBB+'; Outlook Negative;
   -- $6 million class Q at 'B-'; Outlook Negative.

Fitch does not rate the $30.2 million class S.

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

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

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

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

The loan is interest-only with a coupon of 5.52% and a maturity
date in 2011.

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

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


COLT DEFENSE: Moody's Upgrades CFR & PDR to B1
----------------------------------------------
Moody's Investors Service has upgraded the corporate family and
probability of default ratings of Colt Defense LLC to B1 from B2.
The rating outlook is stable.

The B1 reflects strong performance, returns and backlog level
related to a large increase in demand for the company's main
products, the M16 and successor M4 assault rifles, to the U.S.
military, its primary customer. The rating also balances an
expectation of strong, intermediate-term operating results against
historically high revenue volatility and customer, product
concentration. The ratings also benefits from an adequate
liquidity profile, enhanced by cash plus unutilized revolver
availability of approximately $30 million, good covenant headroom
cushion, and an expectation that capital spending and seasonal
working capital needs will be surpassed by internal cash flow
generation in most coming quarters.

The stable outlook reflects an expectation that Colt's production
levels should remain high for the next 18-24 months. Moody's
recognizes that Colt's sole-source status as the incumbent
manufacturer of M4 rifles could be diluted if the U.S. Army
exercises its right to use alternate manufacturers for the M4
rifle after June 2009. However, the production ramp-up time for a
competing manufacturer should enable credit metrics to remain
favorable well into 2010. A longer-term issue facing the company
will be the potential for competing assault rifle models to gain
market share over the M4, or the potential that lower cost M4
manufacturers may emerge to supply the U.S. military, or the
potential that U.S. military assault rifle replacement spending
pace could slow. The stable outlook will be sensitive to changes
with the U.S. Army's M4 production sourcing.

These ratings have been upgraded:

   * Corporate family to B1 from B2

   * PDR to B1 from B2

   * $20 million senior secured revolving credit line due July
     2012 to Ba3 LGD 3, 34% from B1 LGD 3, 34%

   * $135 million senior secured term loan due July 2014 to Ba3
     LGD 3, 34% from B1 LGD 3, 34%

Moody's last rating action on Colt took place August 1, 2007 when
the company's B2 corporate family rating was initially assigned.

Colt Defense LLC, headquartered in West Hartford, CT, manufactures
small arms including the M4 carbine and M16 rifle for the U.S.
military, U.S. law enforcement agencies, and foreign allied
militaries.


CONEXANT SYSTEMS: October 3 Balance Sheet Upside-Down by $137MM
---------------------------------------------------------------
Conexant Systems, Inc.'s balance sheet at Oct. 3, 2008, showed
total assets of $446.4 million, and total liabilities of
$583.1 million, resulting in shareholders' deficit of
$136.7 million.

The company disclosed financial results for the fourth quarter of
fiscal 2008 that met the updated guidance provided on Sept. 30,
2008, when the company increased its earnings outlook.

             Fourth Fiscal Quarter Financial Results

Conexant presents financial results based on Generally Accepted
Accounting Principles well as select non-GAAP financial measures
intended to reflect its core results of operations.  The company
believes these core financial measures provide investors with
additional insight into its underlying operating results.  Core
financial measures exclude non-cash and other non-core items as
fully described in the GAAP to non-GAAP reconciliation in the
accompanying financial data.

On Aug. 11, 2008, Conexant completed the sale of its Broadband
Media Processing product lines to NXP Semiconductors.  The
financial results of the BMP business unit are classified as
discontinued operations in the company's financial statements for
all periods.

Excluding results from discontinued operations, revenues for the
fourth quarter of fiscal 2008 were $122.6 million.  Core gross
margins were 54.5% of revenues.  Core operating expenses were
$47.0 million, and core operating income was $19.9 million. Core
net income was $13.0 million.

On a GAAP basis, gross margins were 54.1% of revenues.  GAAP
operating expenses were $57.2 million.  GAAP operating income was
$9.2 million, and GAAP net loss from continuing operations was
$2.2 million.  GAAP net income was $0.4 million.  GAAP net income
in the quarter included a loss of $3.7 million from discontinued
operations related to the BMP business, which was offset by a gain
on the sale of that business of $6.3 million.

The company ended the quarter with $105.9 million in cash and cash
equivalents, a sequential decrease of approximately $30 million.
The decrease was related to several events including the company's
retirement of $80 million of its floating rate senior notes due in
November 2010, the reduction of a short-term receivables facility
by $37 million, and a $16 million cash payment for the purchase of
Freescale's "SigmaTel" multifunction printer business.  These
items were partially offset by $95 million in cash received from
the sale of the company's BMP business to NXP.

"During our recently concluded fiscal year, we dramatically
improved our financial performance by exiting or selling
unprofitable businesses and significantly improving the
performance of our continuing businesses, expanding core gross
margins, and reducing core operating expenses," Scott Mercer,
Conexant's chairman and chief executive officer, said.  "As a
result, we delivered $58 million in core operating income for
fiscal 2008, led by outstanding performance in our IPM product
lines.  We also strengthened our balance sheet by retiring nearly
$175 million in debt during the year.

"Because of the financial improvements the Conexant team delivered
over the past fiscal year, we are a stronger, more competitive
company, and we are in a much better position to work through the
current economic challenges," Mr. Mercer said. "Moving forward, we
remain committed to driving further improvements in our business
model, generating positive cash flow, and strengthening our long-
term capital structure.  We will also continue to focus our
investments on market segments where we lead or have an
opportunity to lead, and we will continue to evaluate
opportunities to augment our internal product-development efforts
with select acquisitions."

                         About Conexant

Headquartered in Newport Beach, California,  (NASDAQ: CNXT) --
http://www.conexant.com/-- has a comprehensive portfolio of
innovative semiconductor solutions which includes products for
Internet connectivity, digital imaging, and media processing
applications.  Conexant is a fabless semiconductor company that
recorded revenues of $809.0 million in fiscal year 2007.
Outside the United States, the company has subsidiaries in
Northern Ireland, China, Barbados, Korea, Mauritius, Hong Kong,
France, Germany, the United Kingdom, Iceland, India, Israel,
Japan, Netherlands, Singapore and Israel.


CONSTELLATION ENERGY: Scott Doubts Firm's Accounting Practices
--------------------------------------------------------------
Scott+Scott LLP filed a class action lawsuit against Constellation
Energy Group, Inc., and certain officers and directors of the
company in the U.S. District Court for the District of Maryland,
for violations of the Securities Exchange Act of 1934.
Scott+Scott filed the lawsuit on behalf of those purchasing the
company's common stock during the period Jan. 30, 2008, to Sept.
16, 2008.

Scott+Scott claimed that during the Class Period, Constellation
Energy issued materially false and misleading statements regarding
the Company's operations and financial performance.  Scott+Scott
said that among other things, the defendants failed to disclose
that the company's financial results were inflated by questionable
accounting practices.  In addition, the company concealed the
extent of its credit exposure to failing trading partners,
particularly Lehman Brothers Holding Inc., which would affect the
company's ability to engage in energy-related trades.  As a result
of defendants' false statements and omissions during the Class
Period, Constellation Energy common shares traded at artificially
inflated prices.

In August 2008, share prices of Constellation Energy softened as
analysts began to question certain aspects of the company's
accounting, particularly the company's questionable
characterizations of depreciation, cash flow and mark-to-market
adjustments.  On Sept. 15, 2008, Lehman Brothers, a key trading
partner of Constellation Energy, filed for Chapter 11 bankruptcy
protection.  On that day, investors were stunned as Constellation
Energy's business exposure to the Lehman bankruptcy was revealed.
By the close of the Class Period, the company's shares traded at
$24.77 per share, a 75% loss from the Class Period high.
Scott+Scott has significant experience in prosecuting major
securities, antitrust and employee retirement plan actions
throughout the United States.  The firm represents pension funds,
foundations, individuals and other entities worldwide.

Those who purchased Constellation Energy common stock during the
Class Period and want to serve as a lead plaintiff in the action
must inform the Court no later than Nov. 21, 2008.

                    About Constellation Energy

Constellation Energy -- http://www.constellation.com-- a FORTUNE
125 company with 2007 revenues of $21 billion, says it is the
nation's largest competitive supplier of electricity to large
commercial and industrial customers and the nation's largest
wholesale power seller. Constellation Energy also manages fuels
and energy services on behalf of energy intensive industries and
utilities. It owns a diversified fleet of 83 generating units
located throughout the United States, totaling approximately 9,000
megawatts of generating capacity. The company delivers electricity
and natural gas through the Baltimore Gas and Electric Company
(BGE), its regulated utility in Central Maryland.


CONTINENTAL ALLOYS: S&P Affirms 'B' CCR; Removed From Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' corporate credit rating, on Continental Alloys & Services
Inc. At the same time, S&P removed all ratings on the company from
CreditWatch. The outlook is negative.

Ratings had been placed on CreditWatch with negative implications
on Aug. 26, 2008, following the company's weaker-than-expected
second-quarter results and S&P's concern that it would not be able
to meet its fixed-charge coverage covenant in the third quarter.

"The affirmation reflects our assessment that, despite our
expectation that the company's operating performance will likely
weaken in the near term, its financial profile will remain
consistent with the rating," said Standard & Poor's credit analyst
Sherwin Brandford.

Performance will come under pressure from reduced spending by
energy service and exploration and production companies because of
falling energy prices and a generally weak economic outlook.
Specifically, S&P expects debt to EBITDA to remain at less than
3x. Nonetheless, S&P remain concerned that the cushion against
levels set out in the company's bank facility covenants will
become tighter, given S&P's expectation of weaker performance in
2009.

The ratings reflect Continental's vulnerable business position as
a niche supplier of metal products, its highly volatile and
cyclical end markets, its large working capital requirements, and
its exposure to steel prices. Only partially offsetting these
weaknesses are the company's long-standing customer relationships
and limited capital expenditure requirements.

Continental provides pipe, tube, and bar distribution; metals
sourcing and management; and manufacturing of completion products
and tools for the oilfield services sector. The company operates
primarily in the U.S. and Canada, and maintains smaller operations
in the U.K. and Singapore.


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

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

   -- $37.9 million class K to 'BB' from 'BBB-'; Outlook Negative;
   -- $8.4 million class L to 'BB-' from 'BB+'; Outlook Negative;
   -- $12.6 million class M to 'B+' from 'BB'; Outlook Negative;
   -- $8.4 million class N to 'B' from 'BB-'; Outlook Negative;
   -- $8.4 million class O to 'B-' from 'B+'; Outlook Negative;
   -- $8.4 million class P to 'B-' from 'B'; Outlook Negative;
   -- $8.4 million class Q to 'CCC/DR1' from 'B-';
   -- $12.6 million class S to 'CC/DR2' from 'CCC'.

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

   -- $30.4 million class A-1 at 'AAA'; Outlook Stable;
   -- $139.0 million class A-2 at 'AAA'; Outlook Stable;
   -- $98.3 million class A-AB at 'AAA'; Outlook Stable;
   -- $758.0 million class A-3 at 'AAA'; Outlook Stable;
   -- $1.3 billion class A-1A at 'AAA'; Outlook Stable
   -- $3.0 billion interest-only class A-SP at 'AAA'; Outlook
Stable;

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

   -- $125.0 million class A-MFL at 'AAA'; Outlook Stable;
   -- $212.1 million class A-M at 'AAA'; Outlook Stable;
   -- $286.6 million class A-J at 'AAA'; Outlook Stable;
   -- $25.3 million class B at 'AA+'; Outlook Stable;
   -- $37.9 million class C at 'AA'; Outlook Stable;
   -- $33.7 million class D at 'AA-'; Outlook Stable;
   -- $21.1 million class E at 'A+'; Outlook Negative;
   -- $29.5 million class F at 'A'; Outlook Negative;
   -- $33.7 million class G at 'A-'; Outlook Negative;
   -- $37.9 million class H at 'BBB+'; Outlook Negative.

Fitch does not rate class T.

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

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

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

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

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

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

The second largest Fitch loan of concern (1.6%) is collateralized
by a 241 room hotel located in Indianapolis, IN. The loan
represents a construction take-out, and underwritten performance
was based largely on the appraiser's determination of prevailing
market revenues and expenses. To date, the property has
underperformed expectations, with a servicer-reported year-end
2007 DSCR of 0.84x and occupancy of 60.3%. Fitch notes that
approximately $1.3 million of reserves remain, and a cash equity
contribution of approximately $36.5 million (39.9%) was made by
the borrower at issuance.

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


CROCKER LOGISTICS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Crocker Logistics, Inc.
        dba Crocker Global
        9275 Buffalo Avenue
        Rancho Cucamonga, CA 91730

Bankruptcy Case No.: 08-24807

Chapter 11 Petition Date: October 28, 2008

Court: Central District of California (Riverside)

Debtor's Counsel: Michael S. Kogan, Esq.
                  mkogan@ecjlaw.com
                  Ervin Cohen & Jessup LLP
                  9401 Wilshire Blvd., 9th Floor
                  Beverly Hills, CA 90212-2974
                  Tel: (310) 273-6333
                  Fax: (310) 859-2325

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.


CUMULUS MEDIA: Moody's Reviewing B2 Probability of Default Rating
-----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings of Radio One, Inc., and Cumulus Media Inc.

The rating actions were prompted by Moody's heightened concerns
that the radio broadcasting sector will likely face significant
revenue and cash flow deterioration due to the high probability of
further deterioration in the U.S. economy and its impact on
advertising revenue.

Moody's expects radio broadcasting revenues, which are highly
reliant on cyclical advertising, to come under increasing pressure
due to the slowdown in consumer spending, its adverse impact on
corporate profits and the resulting cutbacks in advertising and
marketing budgets by several industries. Moody's notes that the
primarily fixed cost base of most radio broadcasting companies
offers only limited avenues to reduce costs in a downturn. As a
result, risks associated with sharp revenue declines due to
curtailments in advertising budgets appear to far outweigh any
potential benefits from cost cuts implemented in an attempt to
mitigate the pressure.

Moody's expects the resultant cash flow declines to pressure
fundamental credit metrics, erode headroom under financial
maintenance covenants and cause liquidity pressure. While the sale
of assets can provide broadcasters with additional liquidity, in
our view, a sale of stations may be difficult and may take longer
to execute due to the current adverse credit environment and lack
of financing availability. Reduced access to capital markets will
also make it challenging for companies to refinance debt, raise
additional funding and remedy covenant (actual or potential)
problems.

In concluding the review of Cumulus' and Radio One's ratings,
Moody's will evaluate the companies' ability to achieve and/or
maintain credit metrics commensurate with their current ratings.
In addition, Moody's will also assess the companies' liquidity
position and ability to remain in compliance with their financial
maintenance covenants.

Ratings affected by the review are:

   Issuer - Radio One, Inc.

   * Corporate Family Rating -- B2

   * Probability-of-default rating -- B2

   * $500 million Secured revolver -- Ba3

   * $300 million Secured term loan -- Ba3

   * $200 million 6-3/8% senior subordinated notes -- Caa1

   * $300 million 8-7/8% senior subordinated notes -- Caa1

Radio One, Inc., headquartered in Lanham, Maryland is a radio
broadcaster that primarily targets African-American and urban
listeners. The company owns 52 radio stations located in 16 urban
markets in the U.S. Radio One also owns a publishing business,
interests in a cable/satellite network, REACH Media and Community
Connect Inc., an online social networking company. The company's
2007 revenues were approximately $330 million.

   Issuer - Cumulus Media Inc.

   * Corporate family rating -- B1

   * Probability-of-default rating -- B2

   * $100 Million Secured Revolver due 2012 -- B1

   * $750 Million Secured Term Loan due 2014 -- B1

Cumulus Media Inc., headquartered in Atlanta, Georgia is a radio
broadcaster that, upon completion of all pending acquisitions,
will own or operate (directly and through its investment in
Cumulus Media Partners, LLC) 340 radio stations in 66 markets.


DAYTON SUPERIOR: S&P Junks Ratings on Near-Term Refinancing Risk
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Dayton,
Ohio-based Dayton Superior Corp. The corporate credit rating was
lowered to 'CCC+' from 'B'. The ratings remain on CreditWatch,
where they were placed with negative implications on Aug. 14,
2008.

"The downgrade and continued CreditWatch listing reflect
heightened near-term refinancing risk following Dayton's extension
of its private exchange offer for its 13% senior subordinated
notes due 2009 and concurrent consent solicitation," said Standard
& Poor's credit analyst Tobias Crabtree.

Dayton extended the expiration date to Dec. 1, 2008. The lowered
ratings also reflect the company's disclosure that its ability to
continue as a going concern will be affected if the company is
unable to complete the proposed exchange offer or otherwise
refinance or extend the term of the senior subordinated notes. As
of Oct. 22, 2008, about $63.7 million in aggregate principal
amount of the notes had been tendered. If the company does not
repay, refinance, or extend the maturity of its existing 13%
notes, its $100 million term loan will mature in March 2009.

Still, the company's performance throughout 2008 has been good,
despite the challenging operating environment due to the weak U.S.
economy and lower levels of construction spending. Revenues,
earnings, and gross margins increased despite a reduction in
volumes during the nine months ended Sept. 30, 2008, a trend S&P
expects will continue in the near term. However, the company
continues to face to the difficulties of reduced nonresidential
construction activity and higher costs for fuel and raw materials.

The company remains in compliance with covenants under its
existing credit facility and expects to remain in compliance in
the near term. Borrowing availability on its $150 million asset-
based revolving credit facility varies seasonally. Liquidity is
currently adequate, with about $18.6 million available (including
$9.9 million of letters of credit outstanding).  S&P expects
liquidity to increase at the end of 2008 as a result of seasonal
cash flow generation and planned debt reduction.

In resolving S&P's CreditWatch listing, S&P will closely monitor
the company's progress in the exchange offer negotiations and
other financing proposals when, and if, they occur.


DELTA AIR: To Gain from Drop in Fuel Prices
-------------------------------------------
As reported by the Troubled Company Reporter, Delta Air Lines,
Inc. posted a net loss of only $26 million, or $0.07 per diluted
share for the quarter ended Sept. 31, 2008, despite a more than
$800 million year-over-year increase in fuel costs related to
higher prices.  Delta's total operating revenue grew 9%, or almost
$500 million, in the September 2008 quarter, despite a 1% decrease
in capacity.

Delta, among other airlines, posted quarterly losses partly due to
charges tied to jet-fuel contracts that they bought in advance.
According to its latest quarterly report, Delta hedged 51% of its
fuel consumption, resulting in an average fuel price of $3.45 per
gallon.

However, lower energy costs herald profits in 2010, reported
Bloomberg News.

"Long-term value investors who have basically avoided airlines for
decades are looking at taking stakes," FTN Midwest Research
Securities analyst Michael Derchin told Bloomberg.

According to Bloomberg, airlines had an operating loss of
$2.86 billion, based on their operating reports, collectively,
through nine months.  The drop in fuel prices further strengthens
their ability to halt losses, Bloomberg noted.

Delta and other airlines may "break-even, maybe better" this
quarter with respect to gains, the report said, quoting John
Armbrust, an aviation fuel consultant in Palm Beach Gardens,
Florida, as saying.

Kevin Crissey, an analyst at UBS Securities in New York, also
projects profits for the airlines, given their cuts in domestic
capacity of 10% to 15%, with oil price unlikely to soar back to
$147 a barrel, said the report.

                          About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the Debtors' disclosure
statement.  In April 25, 2007, the Court confirmed the Debtors'
plan.  That plan became effective on April 30, 2007.  The Court
entered a final decree closing 17 cases on Sept. 26, 2007.

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


DELTA AIR: Fitch Affirms 9 Classes of Delta Air Lines EETCs
-----------------------------------------------------------
Fitch Ratings has affirmed these classes of Delta Air Lines
(Delta) Enhanced Equipment Trust Certificate (EETC) transactions:

Delta Air Lines Pass Through Certificates, Series 2000-1
   -- Class A1 at 'BBB-';
   -- Class A2 at 'BBB-';
   -- Class B at 'BB-'.

Delta Air Lines Pass Through Certificates, Series 2001-1
   -- Class A1 at 'BBB-';
   -- Class A2 at 'BBB-';
   -- Class B at 'BB-'.

Delta Air Lines European Enhanced Equipment Trust Certificates,
Series 2001-2
   -- Class B at 'B+'.

Delta Air Lines Pass Through Certificates, Series 2002-1
   -- Class C at 'B+'.

Delta Air Lines Pass Through Certificates, Series 2007-1
   -- Class A at 'A-'.

EETCs are hybrid corporate - structured debt obligations in which
payment on the notes is effectively supported by the underlying
corporate entity, while structured elements of the transaction
provide protection to investors in the event of issuer default.
As such, Fitch's ratings on EETC transactions begin with the
underlying Issuer Default Rating (IDR) of the issuing entity and
are adjusted upward depending on the structural enhancements in
place.

The affirmations reflect the affirmation of Delta's corporate IDR
at 'B', Rating Outlook Negative.  However, Fitch remains concerned
about potential deterioration in the values of the aircraft
supporting these transactions, given the current state of the
commercial airline industry.  Fitch is particularly concerned with
Boeing 757 and 767 aircraft which serve as collateral for each of
the transactions.  As international air traffic demand may weaken,
these aircraft could be more susceptible to rejection in a
bankruptcy scenario.  Fitch will continue to monitor the values of
these aircraft and may take additional rating actions if
necessary.


DELTA AIR: Fitch Affirms 'B' IDR After Close of Northwest Merger
----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) and
outstanding debt ratings of Delta Air Lines, Inc. (NYSE: DAL)
following the closing of Delta's merger with Northwest Airlines
(NWA):

   -- IDR at 'B';
   -- First-lien senior secured credit facilities at 'BB/RR1';
   -- Second-lien secured credit facility (Term Loan B) at
      'B/RR4'.

In addition, Fitch is assigning these ratings for Northwest
Airlines, Inc., now a wholly-owned subsidiary of Delta:

   -- IDR at 'B';
   -- Secured Bank Credit Facilities - 'BB/RR1'.

The ratings apply to $2.5 billion of funded secured debt
(including the drawn $1 billion revolving credit facility) at
Delta and approximately $1.4 billion of committed credit
facilities (including $500 million of new revolving credit lines)
at Northwest.  The rating outlook for both issuing entities, now
analyzed by Fitch on a consolidated basis, is negative.

The 'B' rating reflects Fitch's view that the merged carrier's
heavy debt and lease load, sizable fixed financing obligations and
ongoing vulnerability to fuel price and air travel demand shocks
keep its overall credit profile weak.  While the rapid decline in
jet fuel prices over the last three months has improved the new
Delta's near-term free cash flow prospects markedly, the worsening
global economic picture may well force Delta and the other large
U.S. carriers to re-visit 2009 available seat mile (ASM) capacity
growth plans in response to a softening air travel demand outlook.
However, if fuel prices remain at or near current levels in 2009,
Delta's free cash flow margins should improve, making some
reduction in lease-adjusted leverage possible even if passenger
unit revenue growth comes in weaker than expected.

Delta and its major airline competitors have begun to see strong
unit revenue comparisons this fall as a result of the substantial
cuts in domestic scheduled capacity that went into effect in
September.  Delta's international network continues to grow,
however, and international revenue per ASM trends may begin to
weaken noticeably if a global recession undermines demand moving
into 2009.  Delta management noted earlier this month that it
would continue to monitor international demand closely and was
prepared to trim schedules as necessary.  The impact of the recent
fuel price collapse on consolidated DAL-NWA cash flow has been
dramatic.  Fitch estimates that a 10-cent change in the price of
jet fuel drives approximately $350 million of annual cash flow for
the new airline.  Importantly, however, Delta's ability to
participate in the fuel price decline has been limited by fuel
derivative positions layered on in the first half of the year that
will, in the near term, force DAL to post substantial amounts of
cash collateral to counterparties as contracts are marked to
market.  With many swap and collar derivatives significantly out
of the money at current energy prices, Fitch is concerned that the
amount of cash posted in the current quarter could drive year-end
unrestricted cash and investments well below the targeted $6
billion level.  Over time, as hedge contracts are settled,
liquidity pressures linked to derivatives will abate.  However,
the near-term liquidity trend requires close monitoring.

Merger-related integration risks have been reduced by the
successful negotiation of a joint DAL-NWA pilot contract and the
expected resolution of pilot seniority integration issues (either
through a negotiated agreement or binding arbitration).  Labor
cost increases driven by the new agreements, together with cash
transition costs estimated at $600 million by management, may
pressure unit costs somewhat in 2009.  Longer-term revenue
synergies, tied in particular to fleet optimization and the
creation of a diversified and deep global network, appear broadly
achievable.  Still, near-term improvements in revenue per ASM will
be driven more directly by the large domestic capacity cuts
already completed by both stand-alone carriers.  The consolidated
fleet is fragmented and diverse, limiting opportunities for big
fleet-related cost savings.  However, the opportunity to better
match aircraft to market throughout the Delta system puts the
carrier in a position to drive unit revenue growth that is better
than the U.S. industry as a whole over the next several years.

Delta's post-reorganization capital structure was streamlined as a
result of pre-petition debt and lease rejection in Chapter 11.
Recovery expectations for the first-lien revolver and term loan
are superior to those of the second-lien term loan.  Recovery
expectations for first-lien lenders are excellent, reflecting a
deep collateral pool consisting of aircraft, engines, spare parts
and other assets, as well as a tight covenant package protecting
lenders via fixed charge coverage, minimum liquidity and
collateral coverage tests.  Similar covenants are included in
NWA's secured bank credit facility, which is secured by their
Pacific route authorities.

Taking into account the credit facilities, aircraft-backed EETC
obligations and private mortgage agreements, Delta has few
unencumbered assets remaining to support additional borrowing if
liquidity conditions tighten further.  However, the carrier may be
able to raise cash through a potential credit card transaction
with its affinity card partner.  Similar deals have been completed
by other U.S. airlines in 2008.  Backstop financing commitments
for scheduled aircraft deliveries through 2010 are in place,
mitigating the risk of a further tightening of credit market
conditions over the next two years.

A downgrade to 'B-' could follow if a steep decline in global air
travel demand, combined with renewed fuel cost pressure,
undermines free cash flow generation prospects for 2009.  Negative
rating actions could also result from impaired liquidity
(exacerbated by larger than expected cash collateral deposits to
fuel hedge counterparties) coupled with a weakening of operating
margins and more serious constraints on access to aircraft capital
markets.  A revision of the Rating Outlook to Stable would likely
follow in a scenario where much lower average fuel costs next
year, together with steady growth in system revenue per ASM,
drives large improvements in Delta's free cash flow generation.


DILLARD'S INC: Fitch Downgrades IDR to 'B'; Outlook Negative
------------------------------------------------------------
Fitch Ratings has downgraded its Issuer Default Rating on
Dillard's, Inc. to 'B' from 'BB'. In addition, Fitch has
downgraded and assigned recovery ratings to:

   -- $1.2 billion secured credit facility to 'BB/RR1' from 'BB+';
   -- Senior unsecured notes to 'BB-/RR1' from 'BB';
   -- Capital securities to 'B-/RR1' from 'B'.

The Rating Outlook remains Negative.  Approximately $1.4 billion
of debt was outstanding as of Aug. 2, 2008.

The rating actions reflect Fitch's expectation for considerable
pressure in comparable store sales trends in the second half of
2008 and into 2009 which will result in a material deterioration
in the company's operating and credit metrics.  A historically
poor comparable store sales performance has been ratcheted up
recently.  Comparable store sales were negative 5% in 2007 and the
first half of 2008 and deteriorated significantly to negative 10%
combined for August and September.  Fitch expects sales trends
could remain at current levels over the near to intermediate term.

Retail earnings have been negatively affected as a result.  For
the first half of 2008, consolidated operating EBIT margin
declined to negative 0.7% from positive 1.8% in the year ago
period.  The decline has come entirely at its retail business,
with retail EBIT at a negative $100 million versus negative $15
million during the same period in 2007.  Dillard's earnings is
being supported by income from its credit card alliance with GE,
income from leased departments and other income, which at a total
of $77 million, was flat year-over-year.  While Dillard's is
taking steps to control expenses, reduce inventory, and close
underperforming stores, Fitch expects these initiatives may not be
adequate to offset the strong headwinds from declining sales.  As
a result, operating earnings are likely to be negative this year
and the company's leverage could increase significantly on low
levels of profitability (from 4.0 times [x] adjusted debt/EBITDAR
in the latest 12 months ended Aug. 2, 2008).  The Negative Outlook
reflects the expectation that Dillard's operating results and
credit metrics could remain pressured for an extended period of
time.

Although Dillard's has dedicated the bulk of its free cash flow to
debt reduction in recent years -- paying down $2.7 billion between
1998-2006 -- the significant deterioration in cash flow in 2007
reversed this trend, resulting in a net debt increase of
$91 million.  Fitch expects total borrowings to remain at around
current levels at the end of this fiscal year with 2008 maturities
of $195 million to be refinanced with its $1.2 billion credit
facility.

However, an intermediate term strength is Dillard's adequate
liquidity position and extensive real estate holdings.  Dillard's
has approximately $640 million of availability as of Aug. 2, 2008,
on its credit facility which is committed through December 2012
and there are only $135 million in debt maturities through 2012
(with $25 million due in 2009).

The issue ratings are derived from the IDR and the relevant
recovery rating.  The $1.2 billion senior credit facility, which
is secured by 100% of the inventories at Dillard's unrestricted
operating subsidiaries, and under which Dillard's, Inc. and its
operating subsidiaries are the borrowers, is rated 'BB+/RR1',
indicating outstanding (90%-100%) recovery prospects in a
distressed scenario.  The senior unsecured notes are rated
'BB/RR1', indicating outstanding recovery prospects but are rated
one notch below the secured facility, indicating a distinction
between secured and unsecured securities.  The capital securities
have outstanding recovery but are rated at 'B/RR1' reflecting
their structural subordination.


DLJ COMMERCIAL: Fitch Cuts Recovery Ratings of Classes B-7 & B-8
----------------------------------------------------------------
Fitch takes various actions and assigns Outlooks to DLJ Commercial
Mortgage Corp.'s pass-through certificates, series 1999-CG2:

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

   -- $15.5 million class B-7 to 'B'; Outlook Negative from 'B+';
   -- $10.9 million class B-8 to 'CC'/DR4' from 'CCC/DR3'.

Fitch upgrades this class:

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

Fitch also affirms these classes:

   -- $718.8 million class A-1B at 'AAA'; Outlook Stable;
   -- Interest-only class S at 'AAA'; Outlook Stable;
   -- $69.8 million class A-2 at 'AAA'; Outlook Stable;
   -- $81.4 million class A-3 at 'AAA'; Outlook Stable;
   -- $19.4 million class A-4 at 'AAA'; Outlook Stable;
   -- $58.1 million class B-1 at 'AAA'; Outlook Stable;
   -- $23.3 million class B-2 at 'AAA'; Outlook Stable;
   -- $31 million class B-4 at 'A-'; Outlook Stable;
   -- $15.5 million class B-5 at 'BBB'; Outlook Stable;
   -- $19.4 million class B-6 at 'BB+'; Outlook Negative.

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

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

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

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


DOUBLE JJ: Trustee Disallows Multiple Bids in Property Auction
--------------------------------------------------------------
Many potential bidders in bankrupt Double JJ Resort found out too
late that only a single bid would be taken for the personal
property items that were scheduled to be auctioned Thursday by
bankruptcy Trustee Thomas A. Bruinsma and the Maas Companies Inc.
of Rochester, Minnesota, Dave Alexander of The Muskegon Chronicle,
reported Thursday.

According to the report, the resort's future will begin to be
decided Wednesday in the bankruptcy courtroom of Judge Jeffery R.
Hughes in Grand Rapids.  Negotiations are continuing among
potential buyers, creditors and Double JJ's owners, the trustee's
spokesman said.

"This plays into the optimum result where everything will be kept
together and functioning as a single business," auction
spokeswoman Sherrie Graham said as bidders poured out of the
Double JJ'S Sundance Saloon.  "Negotiations continue and we do not
know where this will all end up."

"This is the worst operation of an auction I have ever seen," said
Amy Carlson, a Lansing resident and frequent auction attendee.  "I
spent the whole day, gas money and everything.  What a waste!"

The Double JJ owner who filed for Chapter 11 bankruptcy after the
conclusion of the successful ROTHBURY camp-in music festival in
July called the auction a "sham."

An all-encompassing bid of $150,000 was made on all of the
resort's equipment and animals.  BankFirst of Minnesota made an
all-encompassing "qualified bid" of $8.65 million for all but four
tracts of the 2,000-acre destination resort on behalf of a buyer
who wanted to purchase the entire entity.

BankFirst holds a $17-million-plus, unpaid construction loan on
the resort's new indoor water park.

Separate bids were also taken for the Thoroughbred Golf Course
($1 million), seven Homestead condominiums ($69,000 total), one
Thoroughbred Suites condominium ($100,000) and a house, pole barn
and 56.6 acres ($50,000).

The little more than $10 million bid for the resort is far less
than the $33 million Mr. Bruinsma estimated the Double JJ was
worth after the bankruptcy was filed.  Double JJ owes secured
creditors more than $23 million, according to bankruptcy court
documents.

As reported in the Troubled Company Reporter on Sept. 16, 2008,
the U.S. Bankruptcy Court for the District of Western District of
Michigan allowed the auction of Double JJ Resort, which closed its
doors on Sept. 3, 2008, to proceed on Oct. 30, 2008.

                         About Double JJ

Double JJ Resort Ranch operates a resort in Rothbury, Michigan.
The Debtor filed for Chapter 11 bankruptcy on July 18, 2008
(Bankr. W.D. Mich. 08-06296).  Steven L. Rayman, Esq., at Rayman &
Stone, and Michael S. McElwee, Esq., at Varnum, Riddering, Schmidt
& Howlett, LLP, represents the Debtor as counsel.  When the Debtor
filed for protection from its creditors, it listed $0 to $50,000
in total assets, and $0 to $50,000 in total debts.


DUN & BRADSTREET: Earns $62MM for Quarter ended September 30
------------------------------------------------------------
Dun & Bradstreet reported that net income before non-core gains
and charges for the third quarter of 2008 was $62.1 million, up 6%
from the prior year similar period.  On a GAAP basis, net income
for the quarter was  $65.1 million, up 16% from the prior year
similar period.

Core and total revenue for the third quarter of 2008 was
$409.2 million, up 8% from the prior year similar period before
the effect of foreign exchange, up 9% after the effect of foreign
exchange.

Operating income before non-core gains and charges for the third
quarter of 2008 was $108.4 million, up 12% from the prior year
similar period.  On a GAAP basis, operating income for the quarter
was $91.2 million, down 5% from the prior year similar period.
During the third quarter of 2008 and 2007, the Company also
incurred transition costs of $3.1 million.

Free cash flow for the first nine months of 2008, excluding the
impact of legacy tax matters, was $273.3 million, up 9% from the
first nine months of 2007.  The Company defines free cash flow as
net cash provided by operating activities less capital
expenditures and additions to computer software and other
intangibles.  Net cash provided by operating activities for the
first nine months of 2008, excluding the impact of legacy tax
matters, was $322.4 million, up 7% from the first nine months of
2007.  On a GAAP basis, net cash provided by operating activities
for the first nine months of 2008 was $348.0 million, compared to
$302.3 million in the prior year similar period.

Share repurchases during the third quarter of 2008 under the
company's discretionary repurchase program totaled $57.7 million,
while repurchases made to offset the dilutive effect of shares
issued under employee benefit plans totaled an additional
$27.8 million.

The company ended the third quarter of 2008 with $230.6 million of
cash and cash equivalents.

                     About Dun & Bradstreet

Dun & Bradstreet (NYSE: DNB) -- http://www.dnb.com/-- is the
source of commercial information and insight on businesses.  D&B's
global commercial database contains more than 130 million business
records.  D&B provides solution sets that meet a diverse set of
customer needs globally.  Customers use D&B Risk Management
Solutions(TM) to mitigate credit and supplier risk, increase cash
flow and drive increased profitability; D&B Sales & Marketing
Solutions(TM) to increase revenue from new and existing customers;
and D&B Internet Solutions to convert prospects into clients
faster by enabling business professionals to research companies,
executives and industries.


EASTMAN KODAK: Earnings Forecast Cue S&P to Put 'B+' on Watch Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating, as well as its issue-level ratings, for Rochester,
N.Y.-based Eastman Kodak Co. on CreditWatch with negative
implications. Kodak had $1.3 billion in debt as of Sept. 30, 2008.

"The CreditWatch placement reflects the company's significant
downward revision in revenue, earnings, and cash flow guidance,"
said Standard & Poor's credit analyst Tulip Lim.

The company reduced its full-year 2008 earnings from operations
guidance to a range of $200 million to $250 million, from $400
million to $500 million, on its revised expectation of revenue
decline between 3% and 5%. Kodak is assuming a 16% to 18% decline
in its traditional business in full-year 2008 and digital revenue
growth of only 1% to 4%. The expected underperformance underscores
S&P's ongoing concerns regarding the company's increasing reliance
on its digital businesses while its traditional imaging business
deteriorates.

Kodak now expects cash flow from operations for full-year 2008 of
at least $130 million, down from a range of $850 million to $950
million. Both the revised and original guidance include a one-time
benefit of $575 million from a tax settlement that the company
received in June 2008. S&P believes that without this one-time
item, Kodak will have negative discretionary cash flow in excess
of $800 million. The company's cash balance at Sept. 30, 2008
remained substantial, at $1.8 billion. Although Kodak has
indicated it wants to maintain at least a $1 billion cash balance
to finance seasonal working capital needs, its cash position could
quickly diminish if discretionary cash flow deficits do not
narrow, especially given its dividend rate of 25% of 2007 EBITDA.
The company has stated that it does not currently plan to change
its dividend policy.

Kodak repurchased $219 million of its shares in the third quarter
of 2008. The company has a share repurchase authorization that
remains in effect through the end of 2009. Kodak had a good margin
of compliance with its 3.5x leverage and 3.0x interest coverage
covenants. There are no further step-downs in covenants. Near-term
maturities are not significant.

In resolving the CreditWatch listing, S&P will assess the
company's near-term earnings and cash flow prospects. In addition,
S&P will evaluate the company's financial policies and liquidity
strategy.


ENERGY FUTURE: Moody's Changes Outlook to Negative
--------------------------------------------------
Moody's Investors Service changed the rating outlook for Energy
Future Holdings Corp. (EFH) and its primary operating subsidiary,
Texas Competitive Electric Holdings Company LLC (TCEH) to negative
from stable. The rating outlook for EFH's regulated transmission
and distribution utility, Oncor Electric Delivery Company LLC
(Oncor) is not affected by this action and remains stable. EFH's
Speculative Grade Liquidity (SGL) rating is affirmed at SGL-3.

The negative rating outlook for both EFH and TCEH is primarily
related to an abrupt and unexpected change in management's
corporate finance policies, namely, the decision to elect the non-
cash payment-in-kind interest option on $4.25 billion of senior
unsecured PIK Toggle notes.

"Moody's considers the decision to elect this option as indicative
of a fundamental deterioration in the credit profile of the
company," said Jim Hempstead, Senior Vice President. "We had
previously incorporated a view, which Moody's understood was also
shared, until recently, by both EFH's Sponsor Group and executive
management team, that the PIK Toggle option would only be utilized
as an insurance policy against a material reduction in natural gas
commodity prices from the company's original expectations."

EFH's Speculative Grade Liquidity (SGL) rating is affirmed at SGL-
3, representing an overall liquidity profile that appears adequate
at this time. Moody's estimates that EFH has approximately $4.0
billion of available sources of liquidity, which includes roughly
$1.25 billion of net, after-tax proceeds associated with the
completion of the sale of a minority stake in Oncor later this
month.

EFH's B2 Corporate Family Rating could be downgraded if EFH's cash
flow related metrics, including its cash flow before working
capital adjustments to interest and cash flow before working
capital to adjusted total debt ratios show any fundamental
deterioration, especially if those ratios were to result in
interest and adjusted debt coverage of less than 1.5x or and 5%,
respectively, for a sustained period of time. In addition, ratings
could be downgraded if EFH's overall liquidity profile began to
exhibit weakness, especially if such weakness was associated with
the existing long term hedging programs being utilized; if total
available liquidity were to fall to less than $2.0 billion; or if
the adjusted EBITDA maintenance covenant exhibits any material
erosion of its current "cushion" level. In addition, Moody's would
consider downgrading EFH's CFR if the company elected to use any
of its available liquidity to repurchase debt; an option that was
raised in a recent SEC Form 8-K filing although we understand no
debt repurchases are likely over the near-term horizon. Finally,
the B2 CFR for EFH could be downgraded if political and /or
regulatory intervention were to arise in a meaningful manner,
especially when the Texas legislature reconvenes in January 2009.


EFH is a large merchant generation company and retail electric
provider operating in Texas. EFH is headquartered in Dallas,
Texas.


FANNIE MAE: Sen. John McCain Support Privatization
----------------------------------------------------------
Sudeep Reddy at The Wall Street Journal reports that Sen. John
McCain supports breaking up Fannie Mae and Freddie Mac by selling
them off and cutting their government ties.

WSJ relates that Sen. Barack Obama is against total privatization
of the two companies, supporting some degree of public involvement
in the firms.

WSJ quoted Federal Reserve Chairperson Ben Bernanke as saying,
"Their [Freddie Mac and Fannie Mae] ability to continue to
securitize when private firms could not did not appear to result
from superior business models or management.  Instead, investors
remained willing to accept GSE mortgage-backed securities because
they continued to believe that the government stood behind them."

Citing Mr. Bernanke, WSJ relates that having Fannie Mae and
Freddie Mac compete as private firms after breaking them into
smaller units would:

     -- eliminate the conflict between private shareholders and
        public policy,

     -- diminish risks to the overall economy and financial
        system, and

     -- allow the firms to be more innovative by operating with
        less political interference.

                        About Freddie Mac

The Federal Home Loan Mortgage Corporation -- (FHLMC) NYSE: FRE --
commonly known as Freddie Mac, is a stockholder-owned government-
sponsored enterprise authorized to make loans and loan guarantees.
Freddie Mac was created in 1970 to provide a continuous and low
cost source of credit to finance America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

                         About Fannie Mae

The Federal National Mortgage Association -- (FNMA) (NYSE: FNM) --
commonly known as Fannie Mae, is a shareholder-owned U.S.
government-sponsored enterprise.  Fannie Mae has a federal charter
and operates in America's secondary mortgage market, providing
mortgage bankers and other lenders funds to lend to home buyers at
low rates.

Fannie Mae was created in 1938, under President Franklin D.
Roosevelt, at a time when millions of families could not become
homeowners, or risked losing their homes, for lack of a consistent
supply of mortgage funds across America.  The government
established Fannie Mae to expand the flow of mortgage funds in all
communities, at all times, under all economic conditions, and to
help lower the costs to buy a home.

In 1968, Fannie Mae was re-chartered by the U.S. Congress as a
shareholder-owned company, funded solely with private capital
raised from investors on Wall Street and around the world.

Fannie Mae is the U.S. largest mortgage buyer, according to The
New York Times.


FIRST DATA: S&P Assigns 'B' Rating to $4.5BB in Notes Due 2015
--------------------------------------------------------------
Standard & Poor's Ratings Services said assigned its 'B' issue-
level and '5' recovery ratings to Greenwood Village, Colo.-based
First Data Corp.'s $1.55 billion 9.875% senior unsecured notes due
2015 and $3.015 billion senior pay-in-kind (PIK) unsecured notes
due 2015. The '5' recovery rating indicates S&P's expectation of
modest (10%-30%) recovery in the event of a payment default.

In addition, Standard & Poor's assigned its 'B-' issue-level and
'6' recovery ratings to First Data's $2.5 billion 11.25%
subordinated notes due 2016. At the same time, Standard & Poor's
affirmed its 'B+' corporate credit and 'BB-' senior secured
ratings on the company.

The combined $7.065 billion of securities were exchanged for equal
amounts and maturities of First Data's LBO bridge loan as
prescribed in the bridge loan agreement when it closed in
September 2007.

"The ratings reflect First Data's highly leveraged capital
structure, weak credit protection measures, and modest free cash
flow generation following the September 2007 leveraged buyout,"
noted Standard & Poor's credit analyst Molly Toll-Reed. With 2007
revenues of $8.1 billion, First Data retains its dominant presence
in credit card and merchant processing services, and S&P believes
the company will improve its leverage profile over the
intermediate term through growth in operating income and moderate
debt reductions. The company is expected to continue to offset
pricing pressures with ongoing cost reduction actions and new
product initiatives. First Data enjoys high barriers to entry,
significant recurring revenues, and a broad customer base.

The negative outlook reflects First Data's extremely high debt
leverage for the rating, at more than 9.5x total debt to EBITDA,
and its limited capacity to reduce debt from cash flow in the near
term. S&P  could lower the rating if competitive and economic
pressures prevent leverage from strengthening to less than 9.5x
over the near term. Conversely, an outlook revision to stable
would occur following sustained improvement in the company's
financial profile, including leverage of less than 8x.


FEDERAL-MOGUL: S&P Sees Lower 2009 Earnings, Affirms 'BB-' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its outlook
on Federal-Mogul Corp. to negative from stable and affirmed its
'BB-' corporate credit rating on the company. Southfield, Mich.-
based Federal-Mogul had total balance sheet debt of $3 billion as
of Sept. 30, 2008.

"The outlook revision reflects deteriorating global economic
conditions that are likely to pressure EBITDA in upcoming
quarters," said Standard & Poor's credit analyst Nancy Messer.
"This could lead to higher leverage -- adjusted debt to EBITDA
moving toward 5x, for example -- that could result in a downgrade
in the next year," she continued. The likelihood of a downgrade
depends on the depth and duration of the economic downturn,
combined with the company's ability to manage its cost structure
to fit the new market.  For now, Federal-Mogul is expected to
generate free cash flow and maintain liquidity near currently
adequate levels.

Global market challenges on the demand and cost sides are
pressuring profitability for auto suppliers, including Federal-
Mogul. S&P expects 2008 U.S. light-vehicle sales to reach about
13.7 million units at best, the lowest level since 1992. S&P
expects further demand weakness in 2009, with unit sales of only
13 million units because of the weak economy, low consumer
confidence, and tight credit markets. Europe is also showing signs
of economic weakness, and automakers in that region have begun to
cut production volumes for the near term. Federal-Mogul has
significant exposure to the North American and European auto
markets; the former provided 38% (about half original equipment
[OE] and half aftermarket) of year-to-date revenues as of Sept.
30, 2008, and the latter provided 48%.

In addition, sales in the North American commercial truck market
remain depressed following the industry pre-buy, precipitated by
2007 regulatory changes, because of the recession. S&P expects
North American truck sales to improve in advance of the next round
of emissions regulation changes that go into effect in 2010, but
prospects for a significant rebound have dimmed, and European
commercial vehicle production volumes may decline, year over year,
in 2009 because of the weakening economy. Total heavy-duty and
industrial sales account for about 30% of Federal-Mogul's
revenues.

The ratings on Federal-Mogul also reflect its weak business risk
profile, as a major participant in the cyclical and highly
competitive global auto industry. The company manufactures
powertrain components, sealing products, bearings, brake friction
materials, and vehicle safety products for the global automotive
market. Its customers are original equipment manufacturers (OEMs)
and aftermarket participants operating in automotive, heavy-duty,
and industrial markets.

The negative outlook on Federal-Mogul reflects S&P's concern that
the company may not be able to sustain EBITDA levels, despite
restructuring initiatives, in the face of very weak vehicle demand
in both North America and Europe for both light and commercial
vehicles. Lower EBITDA in the year ahead could drive the company's
total debt to EBITDA above the appropriate range for the rating.
S&P could lower the ratings if EBITDA, including S&P's
adjustments, were to fall 15% from the $861 million as of Sept.
30, 2008, which would result in debt to EBITDA of 5x, using Sept.
30 adjusted debt levels. S&P could revise the outlook to stable if
Federal-Mogul's leverage remains near 4x or better, liquidity
remains sufficient, and free cash is generated in the year ahead
because of successful cost-side actions in the face of weak
production volumes, or because global economic conditions improve
materially.


FORD MOTOR: Sees Higher F150 Sales in Jan.; To Rehire 1,000
-----------------------------------------------------------
The Associated Press reports that Ford Motor Co. said it will
rehire 1,000 workers to its Dearborn F-150 factory in January as
demand for pickup truck is expected to go up.

The AP relates that Ford Motor said it will restore a third shift
to the plant.  Ford Motor spokesperson Angie Kozleski said that
the workers will come from those laid off earlier this year at
many Ford Motor plants when the firm cut production, the report
says.

Ford Motor's President of the Americas operations, Mark Fields,
Ford's president of the Americas, said that the company has done
well selling down the 2008 models in preparation for the new one,
and the company is anticipating increased sales, The AP states.

                    About Ford Motor Co.

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

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

                          *     *     *

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


FOREVER CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Forever Construction, Inc.
        222 North Genesee Street, Suite 205
        Waukegan, IL 60085

Bankruptcy Case No.: 08-29161

Chapter 11 Petition Date: October 28, 2008

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Joel A Schechter, Esq.
                  joelschechter@covad.net
                  Law Offices Of Joel Schechter
                  53 W. Jackson Blvd., Suite 1025
                  Chicago, IL 60604
                  Tel: (312) 332-0267
                  Fax: (312) 939-4714

Estimated Assets: $0 to $50,000

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Libertyville Bank & Trust      1819 Jackson      $141,555
507 North Milwaukee Ave.
Libertyville, IL

Bell Heating & Air             -                 $90,000
14405 Jody Lane
Wadsworth, IL 60083

HSBC Business Solutions        -                 $70,903
P.O. Box 5219
Carol Stream, IL 60197-5219

Home Depot                     credit card       $55,000
                               purchases

Credit Protection Assoc., LP   insurance         $44,500
                               audit 2005-2006

American Express               credit card       $35,000
purchases

HSBC Business Solutions        -                 $30,886

Dover Building Supplies        -                 $22,000

Stanphil Electric              -                 $24,000

Home Depot                     credit card       $21,800
                               purchases

United Rental                  -                 $13,000

U.S. Energy                    -                 $10,938

Manhardt Consulting            -                 $5,500

Sears                          credit card       $3,332

Bell Awnings, Inc.             -                 $1,688
dba Lk Shore Aw

American Express               credit card       $1,670
purchases

Lake County Treasurer          real estate       unknown
                               taxes

Stephen Martin                 legal services    unknown

Norstates Bank                 guaranty of debt  unknown

Jorge & Juana Torres           guaranty of debt  unknown


FREDDIE MAC: Sen. John McCain Supports Privatization
----------------------------------------------------
Sudeep Reddy at The Wall Street Journal reports that Sen. John
McCain supports breaking up Fannie Mae and Freddie Mac by selling
them off and cutting their government ties.

WSJ relates that Sen. Barack Obama is against total privatization
of the two companies, supporting some degree of public involvement
in the firms.

WSJ quoted Federal Reserve Chairperson Ben Bernanke as saying,
"Their [Freddie Mac and Fannie Mae] ability to continue to
securitize when private firms could not did not appear to result
from superior business models or management.  Instead, investors
remained willing to accept GSE mortgage-backed securities because
they continued to believe that the government stood behind them."

Citing Mr. Bernanke, WSJ relates that having Fannie Mae and
Freddie Mac compete as private firms after breaking them into
smaller units would:

     -- eliminate the conflict between private shareholders and
        public policy,

     -- diminish risks to the overall economy and financial
        system, and

     -- allow the firms to be more innovative by operating with
        less political interference.

                         About Fannie Mae

The Federal National Mortgage Association -- (FNMA) (NYSE: FNM) --
commonly known as Fannie Mae, is a shareholder-owned U.S.
government-sponsored enterprise.  Fannie Mae has a federal charter
and operates in America's secondary mortgage market, providing
mortgage bankers and other lenders funds to lend to home buyers at
low rates.

Fannie Mae was created in 1938, under President Franklin D.
Roosevelt, at a time when millions of families could not become
homeowners, or risked losing their homes, for lack of a consistent
supply of mortgage funds across America.  The government
established Fannie Mae to expand the flow of mortgage funds in all
communities, at all times, under all economic conditions, and to
help lower the costs to buy a home.

In 1968, Fannie Mae was re-chartered by the U.S. Congress as a
shareholder-owned company, funded solely with private capital
raised from investors on Wall Street and around the world.

Fannie Mae is the U.S. largest mortgage buyer, according to The
New York Times.

                        About Freddie Mac

The Federal Home Loan Mortgage Corporation -- (FHLMC) NYSE: FRE --
commonly known as Freddie Mac, is a stockholder-owned government-
sponsored enterprise authorized to make loans and loan guarantees.
Freddie Mac was created in 1970 to provide a continuous and low
cost source of credit to finance America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.


GENERAL MOTORS: October Deliveries Total 170,585 Drop 45%
---------------------------------------------------------
General Motors Corp. dealers in the U.S. delivered 170,585
vehicles in October, down 45% compared with a year ago.  GM truck
sales of 97,119 were down 51% and car sales of 73,466 were off
34%.  The steep decline in vehicle sales was largely due to a
significant drop in the market's retail demand as uncertainty over
the deepening credit crisis impacted consumer confidence.

"The market has been shrinking for three years, but in October we
saw a dramatic decline for the industry and GM," said Mark LaNeve,
vice president of GM North America Vehicle Sales, Service and
Marketing.  "We are obviously disappointed in our results which
reflect a difficult comparison with a strong year-ago October
performance.  More importantly, it also reflects an unprecedented
credit crunch that is dramatically impacting the entire U.S.
economy -- from the housing market to big and small companies to
banks to family run businesses.  The credit freeze has also had a
very negative impact on consumers' confidence and their purchase
behavior across America."

Mr. LaNeve stated, "We outpaced the competition with our sales
results in August and September, and fell back with the industry
in October.  If you adjust for population growth, this is probably
the worst industry sales month in the post-WWII era.  We believe
there is considerable pent-up demand from the last three years,
but until the credit markets open up and consumer confidence
improves, the entire U.S. economy, and any industry like autos
that relies on financing, will suffer.  We'll do our part to
continue fighting against these significant economic headwinds by
bringing consumers the highest quality, most fuel efficient and
affordable cars, trucks and crossovers that we can."

Mr. LaNeve said that GM's no-haggle Red Tag Event starts
nationwide tomorrow, Nov. 4.  The Red Tag Event will provide great
deals on most new vehicles in GM's portfolio by offering a special
Red Tag vehicle price and customer cash back.  In addition, GM's
recently announced "Financing That Fits" program enables consumers
to find financing at affordable rates from GMAC and thousands of
other banks, credit unions and financing institutions.

Despite the poor results in October, there were a number of bright
spots for individual GM car and truck lines, including:

     -- Chevrolet Malibu retail sales were up 129%.  For the
        month, Malibu total sales reached nearly 11,000 vehicles.
        For the year, Malibu retail sales have totaled nearly
        98,000 cars, up 134% from year-ago figures.

     -- The all-new Pontiac Vibe recorded a 6% total sales
        increase in October.  Almost 42,000 Vibes have been sold
        this year, up 36% from the prior year.

    -- Saab retail sales were up 7.4% compared with a year ago,
       driven by the strong retail performance of the 9-3, which
       was up more than 16%.

     -- GM sold 44,500 Chevrolet Silverado, GMC Sierra, and
        Chevrolet Avalanche full-size pickups in October, further
        solidifying its segment leadership.

     -- GM hybrids continue to build sales momentum and the
        company has broken through the 10-thousand vehicle sales
        mark.  A total of 1,496 hybrid vehicles were delivered in
        the month.  Hybrid sales included: 372 hybrid Chevrolet
        Tahoe, 193 GMC Yukon and 230 Cadillac Escalade 2-mode
        SUVs delivered.  There were 325 Chevrolet Malibu, 22
        Saturn Aura, and 354 Vue hybrids sold in October.  GM has
        sold 10,549 hybrids so far in 2008.

GM continues to proactively manage inventories to align supplies
with market demand.  In October, only about 799,000 vehicles were
in stock, down about 146,000 vehicles (or about 15%) compared with
last year.  There were about 336,000 cars and 463,000 trucks
(including crossovers) in inventory at the end of October.

"These are extraordinary times for the U.S. economy, for consumers
and for an auto industry that is running at deep recessionary
levels relative to 1999- 2006.  We are offering the highest
quality and best value vehicles to customers in our history --
along with great incentives.  But we can't do it alone as GM or
the auto industry. It will take a coordinated national effort to
turn this economy around," Mr. LaNeve stated.

Certified Used Vehicles

October 2008 sales for all certified GM brands, including GM
Certified Used Vehicles, Cadillac Certified Pre-Owned Vehicles,
Saturn Certified Pre- Owned Vehicles, Saab Certified Pre-Owned
Vehicles, and HUMMER Certified Pre- Owned Vehicles, were 33,735
vehicles, down 15 percent from October 2007.  Year-to-date sales
are 408,451 vehicles, down 7% from the same period last year.

GM Certified Used Vehicles, the industry's top-selling certified
brand, posted October sales of 29,167 vehicles, down 16% from
October 2007.  Saturn Certified Pre-Owned Vehicles sold 783
vehicles, down 11%.  Cadillac Certified Pre-Owned Vehicles sold
3,051 vehicles, down 6%.  Saab Certified Pre-Owned Vehicles sold
506 vehicles, down 2%, and HUMMER Certified Pre-Owned Vehicles
sold 228 vehicles, up 75%.

Mr. LaNeve said, "October sales were disappointing for certified
GM programs, as consumer uncertainty over the growing credit
crisis had a negative impact on consumer confidence and retail
demand for both new and used vehicles.  Going forward, we will
continue offering consumers the tremendous peace of mind and value
that comes with a factory-backed, fully inspected and
reconditioned, late-model used vehicle from the GM brands they
know and trust."

       GM North America Reports October, 2008 Production
      Fourth Quarter Forecast Remains at 875,000 Vehicles

In October, GM North America produced 318,000 vehicles -- 151,000
cars and 167,000 trucks.  This is down 105,000 vehicles or 25
percent compared with October 2007 when the region produced
423,000 vehicles -- 152,000 cars and 271,000 trucks.  Production
totals include joint venture production of 11,000 vehicles in
October 2008 and 18,000 vehicles in October 2007.

The GM North America fourth-quarter production forecast remains at
875,000 vehicles -- 407,000 cars and 468,000 trucks -- which is
down about 16 percent compared with a year ago.  GM North America
built 1.042 million vehicles -- 358,000 cars and 684,000 trucks --
in the fourth-quarter of 2007.

                   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.


GENERAL MOTORS: Union's Nod on Shutdowns & Layoffs May Sway Banks
-----------------------------------------------------------------
John D. Stoll and Jeff Bennett at The Wall Street Journal report
that the United Auto Workers President Ron Gettelfinger's approval
on the plant shutdowns and worker layoffs that the General Motors
Corp. - Chrysler LLC merger will cause could sway banks and
lawmakers into considering financing the deal.

The merger may cost 74,000 jobs and close half of Chrysler's
plants, ABI World relates, citing accounting firm Grant Thornton
LLP.  WSJ states that analysts say that at least 50,000 workers
could be dismissed.

WSJ relates that the UAW doesn't have to approve the shutdowns and
layoffs.  The report says that the merged company could seek to
close several plants employing thousands of UAW members and
renegotiate parts of the labor contracts with GM and Chrysler.

Citing people familiar with the matter, Mr. Gettelfinger has
started meeting with GM Chief Operating Officer Fritz Henderson
and could reach out to Cerberus Capital Management LP's President
Stephen Feinberg.

According to WSJ, Sen. Barack Obama's victory in Tuesday's
presidential election could also boost the union's influence since
a deal may depend on bailout money from the government.  People
close to the union said that Sen. Obama has already consulted with
Mr. Gettelfinger on labor issues, WSJ states.

Previous reports say that Mr. Gettelfinger has expressed
disapproval of the GM-Chrysler merger, saying that it could lead
to massive job losses.  Sources said that Mr. Gettelfinger also
opposes renegotiating a massive health-care trust that the union
agreed to create for GM, Ford Motor Co., and Chrysler in 2007, WSJ
relates.

Steve Girsky isn't being placed in a decision-making role, but Mr.
Gettelfinger plans to have him present and active in discussions
with GM and Chrysler, WSJ reports, citing sources.

As reported in the Troubled Company Reporter on Nov. 3, 2008, UAW
retained Mr. Girsky as adviser on the talks.  Mr. Girsky will
assist Mr. Gettelfinger in evaluating the talks between GM and
Chrysler.

                     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.



GS MORTGAGE: Fitch Cuts Ratings on Classes N, O & P Certs. to 'B'
-----------------------------------------------------------------
Fitch Ratings downgrades and assigns Outlooks to GS Mortgage
Securities Corporation II, series 2007-GG10:

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

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

   -- $37.8 million class L to 'BB' from 'BB+'. Outlook Negative;
   -- $18.9 million class M to 'BB-' from 'BB'; Outlook Negative;
   -- $28.4 million class N to 'B+' from 'BB-'; Outlook Negative;
   -- $18.9 million class O to 'B' from 'B+'; Outlook Negative;
   -- $18.9 million class P to ''B-' from 'B'; Outlook Negative;

In addition, Fitch affirms these classes:

   -- $72.4 million class A-1 at 'AAA'; Outlook Stable;
   -- $725.3 million class A-2 at 'AAA'; Outlook Stable;
   -- $246.6 million class A-3 at 'AAA'; Outlook Stable;
   -- $72.0 million class A-AB at 'AAA'; Outlook Stable;
   -- $3,661.0 million class A-4 at 'AAA'; Outlook Stable;
   -- $514.0 million class A-1A at 'AAA'; Outlook Stable;
   -- $756.3 million class A-M at 'AAA'; Outlook Stable;
   -- $519.9 million class A-J at 'AAA'; Outlook Stable;
   -- Interest-only class X at 'AAA'; Outlook Stable;
   -- $75.6 million class B at 'AA+'; Outlook Stable;
   -- $94.5 million class C at 'AA'; Outlook Stable;
   -- $56.7 million class D at 'AA-'; Outlook Negative;
   -- $56.7 million class E at 'A+'; Outlook Negative;
   -- $75.6 million class F at 'A'; Outlook Negative;
   -- $75.6 million class G at 'A-'; Outlook Negative;
   -- $104.0 million class H at 'BBB+'; Outlook Negative;
   -- $18.9 million class Q at 'B-'; Outlook Negative.

Fitch does not rate the $141.8 million class S.

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

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

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

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

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

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

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

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

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

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


HAWAIIAN TELCOM: Cut by S&P to 'D' After Non-Payment of Interest
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Honolulu-based Hawaiian Telcom Communications Inc. to
'D' from 'CCC+'. S&P also lowered the ratings on the company's
$150 million senior floating-rate notes due 2013, its $200 million
9.75% senior notes due 2013, and its $150 million of 12.5% senior
subordinated notes due 2015 to 'D' from 'CCC-'. In addition, S&P
lowered the issue ratings on the company's senior secured credit
facilities, consisting of a $90 million revolving credit facility
and $860 million ($485 million outstanding) term loan C, to 'CC'
from 'CCC+'. The recovery rating on the credit facilities remains
a '3', indicating the expectation for meaningful (50% to 70%)
recovery in the event of a payment default.

The rating actions stem from the company's Nov. 3, 2008,
announcement that it did not make the Nov. 1, 2008, interest
payments on the senior floating-rate notes, the 9.75% senior
notes, and 12.5% senior subordinated notes. Hawaiian Telcom has a
30-day grace period in which to make these interest payments
before it would be an event of default under the indentures.

"While a payment default has not occurred relative to the legal
provisions of the notes," said Standard & Poor's credit analyst
Susan Madison, "we consider a default to have occurred when a
payment related to an obligation is not made, even if a grace
period exists, when the nonpayment is a function of the borrower
being under financial stress -- unless S&P are confident that the
payment will be made in full during the grace period."


HAWAIIAN TELCOM: Did Not Pay $26MM Interest Payment due Nov. 3
---------------------------------------------------------------
Hawaiian Telcom Communications, Inc., chose not to make the
interest payments due on Nov. 1, 2008, and payable on Nov. 3,
2008, with respect to its Senior Floating Rate Notes due 2013, its
9.75% Senior Fixed Rate Notes due 2013, and its 12.5% Senior
Subordinated Notes due 2015.

The company stated that it will utile the 30-day grace period
applicable to the missed interest payments to continue balance
sheet restructuring discussions with its creditors including the
holders of those notes.  The aggregate amount of these interest
payments is approximately $26 million.  As of Oct. 31, 2008, the
company had approximately $80 million of cash on hand.

There is no assurance that the company will make the interest
payments during the grace period or otherwise reach an agreement
with creditors on any such restructuring.

Failure to make the interest payments within the 30-day grace
period would constitute an event of default under the indentures
governing the notes that would permit the indenture trustee or
holders of 25% or more of any class of notes to accelerate the
maturity of such notes and cause them to be immediately due and
payable.  In addition, the failure would constitute an event of
default under the company's credit facility that would permit the
administrative agent or lenders holding in excess of 50% of the
indebtedness outstanding under the credit facility to accelerate
the maturity of the indebtedness outstanding.

The company continues to pursue balance sheet restructuring
options, including asset rationalization, capital raising
opportunities and debt reduction options with its creditors in an
effort to improve cash flow and liquidity.  The company assured
that providing reliable service to the consumers and businesses of
Hawaii remains the company's highest priority.

                     About Hawaiian Telcom

Hawaiian Telcom is a telecommunications provider offering a wide
spectrum of telecommunications products and services, which
include local and long distance service, high-speed Internet,
wireless services, and print directory and Internet directory
services.

                          *     *     *

Lazard's entry has caused Moody's Investors Service to downgrade
the Corporate Family Rating of Hawaiian Telcom to Caa2 from B3,
and the company's probability of default rating to Caa3 from Caa1.

Moody's also downgraded the ratings for the company's senior
unsecured and senior subordinated notes to Caa3 and C,
respectively.  The ratings remain under review for further
downgrade.

The company has $1,376,294,000 in total assets and $1,247,140,000
in total debts as of June 30, 2008.  It reported $30,519,000 in
net loss for the three-month ended June 30, compared to a
$21,400,000 net income for the same period in 2007.


HELLER FINANCIAL: Fitch Cuts $7.6MM Class K Notes Rating to BB+
---------------------------------------------------------------
Fitch Ratings has downgraded Heller Financial Commercial Mortgage
Asset Corp.'s mortgage pass-through certificates, series 1999
PH-1:

   -- $15.1 million class L to 'B-' from 'B' and assigned a
      distressed recovery (DR) rating of 'DR1'.

In addition, Fitch has downgraded the following:

   -- $7.6 million class M to 'CC/DR3' from 'CCC/DR1'.

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

   -- $118.8 million class A-2 at 'AAA'; Outlook Stable;
   -- Interest-only class X at 'AAA'; Outlook Stable;
   -- $22.7 million class B at 'AAA'; Outlook Stable;
   -- $20.2 million class C at 'AAA'; Outlook Stable;
   -- $53.0 million class D at 'AAA'; Outlook Stable;
   -- $12.6 million class E at 'AAA'; Outlook Stable;
   -- $37.9 million class F at 'AAA'; Outlook Stable;
   -- $17.7 million class G at 'AA+'; Outlook Stable;
   -- $35.3 million class H at 'A-'; Outlook Stable;
   -- $20.2 million class J at 'BBB-'; Outlook Negative;
   -- $7.6 million class K at 'BB+'; Outlook Negative.

The $5.3 million class N is not rated by Fitch.  Class A-1 has
paid in full.

The downgrade is the result of additional specially serviced loans
and an increase in Fitch expected losses on the specially serviced
loans.  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 balance has been reduced 63.0% to
$374.0 million from $1 billion at issuance.  Seventeen loans
(13.6%) are defeased.  Eighteen loans (29.3%) are considered Fitch
Loans of Concern, including six that are specially serviced (4.1%)
with losses expected. The largest specially serviced asset (0.9%)
is secured by a 436-unit multifamily property in Houston, TX.  The
special servicer is evaluating disposition strategies.

Three other specially serviced assets (0.9%) are secured by a
portfolio of three, cross-collateralized apartment buildings in
Colorado Springs, CO.  Two of the three real-estate owned (REO)
assets have been sold, however, losses to the trust are expected
upon disposition of the final asset.  Fitch expects losses from
specially serviced loans to deplete class N and effect class M.

The largest Fitch Loan of Concern (5.1%) is an office property
located in Franklin Township, NJ.  The property is physically
vacant, but the tenants are continuing to make lease payments
through the lease expiration in April 2009.  The anticipated
repayment date of this loan is May 2009.

Fitch reviewed the performance and underlying collateral of the
two shadow-rated loans in the pool: South Plains Mall (15.5%), a
1 million square foot (sf) retail mall in Lubbock, TX and the
Station Plaza Office Complex (3.7%) in Trenton, NJ.  Based on
their stable performance, both loans remain investment grade.

Fitch is monitoring the upcoming maturity dates and anticipated
repayment dates (ARD) of the remaining loans.  Approximately 19.6%
of the remaining non-defeased loans, including all the specially
serviced loans, were scheduled to mature or reach their ARD in
2008 and an additional 57.7% of the non-defeased loans are
scheduled to mature or reach their ARD in 2009.  Weighted average
debt service coverage ratio (DSCR) of the non-defeased and non-
specially serviced loans with upcoming maturities or ARD is 1.90
times (x) as of year-end (YE) 2007 reporting with a weighted
average coupon of 7.32%.


HILITE INT'L: Moody's Junks Corp. Family Rating; Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service downgraded Hilite International, Inc.'s
(Hilite) Corporate Family Rating to Caa1 from B3 and its
Probability of Default Rating to Caa1 from B3. Concurrently, the
ratings of the first lien term loan issued by Hilite Germany GmbH
& Co. KG (Hilite Germany) and the first lien revolving credit
facility issued by Hilite Industries (and Hydraulik-Ring GmbH, as
co-borrower) were both downgraded to B2 from B1. The rating of the
second lien term loan issued by Hilite Germany was affirmed at
Caa2. The rating outlook is revised to negative from stable.

The rating action reflects Hilite's weakening credit metrics, such
as deteriorating EBIT that could not cover its interest expense,
increasing leverage and negative free cash flow, largely driven by
the continued stress in the North American automotive market due
to declining vehicle shipments which will likely contract to
approximately 13 million in 2008 and 2009 from 16.2 million units
in 2007 per Moody's estimate. While recognizing the majority of
its revenues in the next few years are already booked, these
volumes are subject to downward adjustments as they occurred in
the past. Moody's expects these adjustments could be substantial
and should generally align with the anticipated falloff of the
auto sales and production levels in the next twelve to eighteen
months. Hilite's operating performance will likely face additional
pressure arising from the demand shift away from light trucks and
SUVs, eroding market share and financial position of the Detroit-3
(which accounts for around 25% of Hilite's revenues), high raw
material costs and softening demand in Europe (its European
operation generates more than 2/3rd of Hilite's sales). The
downgrades also reflect Moody's concern regarding Hilite's
liquidity position, in particular its ability to stay compliant
with its financial covenants under its first-lien credit agreement
in the next twelve months.

"Hilite's engineered transmission products and stamping products
are more vulnerable to the anticipated downturn in the auto sector
given their heavy concentration on truck-based platforms and
significant exposure with GM," commented Moody's analyst John
Zhao. "Its high operating leverage and material upfront
engineering and development cost would limit its ability to adjust
down its cost structure fast enough to sustain its financial
results and credit metrics."

The rating outlook is negative, reflecting Moody's concern on the
company's weakening liquidity position. Hilite's free cash flow
was negative during the last twelve months ended June 30, 2008 and
Moody's expects it would not likely generate meaningful positive
free cash flow in the next twelve months. The liquidity is further
constrained by its modest availability under its revolver, the
mounting pressure on the financial covenants which are subject to
scheduled tightening and foreign exchange fluctuation in the next
twelve months. The negative outlook also encompasses the prolonged
challenging operating environment for automotive suppliers
throughout the near-to-intermediate term, in particular for small-
to-medium sized suppliers such as Hilite with modest scale, narrow
product offering and material concentration with Detroit-3. The
ratings could be downgraded if the company were to violate the
covenants and/or unable to negotiate a cure, or its operating
performance were to further deteriorate.

The rating actions are:

   Hilite International, Inc.

   * Corporate Family Rating -- downgraded to Caa1 from B3

   * Probability of Default Rating -- downgraded to Caa1 from B3

   Hilite Germany GmbH & Co. KG

   * $95.0 million first lien senior secured term loan --
     downgraded to B2(LGD3, 30%) from B1 (LGD2, 29%)

   * $70.0 million second lien term loan -- affirmed at Caa2
     (LGD5, 80%)

   Hilite Industries, Inc

   * $25.0 million multi-currency revolving credit facility
     downgraded to B2(LGD3, 30%) from B1 (LGD2, 29%)

Moody's last rating action on Hilite was in June 2007 when a B3
CFR was assigned to its new capital structure after refinancing.

Hilite, headquartered in Cleveland, Ohio, is a designer and
manufacturer of highly-engineered, valve-based components,
assemblies, and systems used principally in powertrain (engine and
transmission) applications for the automotive market. Major
products include camphasers, diesel valves, cylinder deactivation
valves, SCR emissions control units for heavy duty truck
applications, solenoid valves, proportioning valves, and clutch
assemblies. The company's annual revenues approximate $486
million.


HORIZON LINES: Moody's Cuts CFR to B2; Outlook Negative
-------------------------------------------------------
Moody's Investors Service downgraded its debt ratings of Horizon
Lines, Inc.; corporate family and probability of default, each to
B2 from B1, senior secured to Ba2 from Ba1 and senior unsecured to
Caa1 from B3. Moody's also changed the outlook to negative from
stable.

The downgrades were prompted by 2008 operating results that
continue to trail expectations, both from the time of Horizon's
August 2007 refinancing and from the company's 2008 quarterly
earnings calls. As a result, credit metrics have migrated to
levels indicative of B2-rated corporate families. "Moody's also
believes that there are few catalysts to spark a positive
inflection of demand in 2009, particularly in Horizon's Hawaii and
Puerto Rico markets. This could sustain pressure on margins and
operating cash flow and slow the pace of the planned de-levering
of the capital structure," said Moody's Analyst, Jonathan Root.

The negative outlook reflects the potential for payments related
to the settlements of the ongoing Department of Justice
investigation of price fixing in the Puerto Rico trade or to the
class action lawsuits filed subsequent to the announcement of the
DOJ investigation to consume funds and weaken Horizon's current
good liquidity position.

The B2 corporate family rating reflects Horizon's leading position
in its core Jones Act markets and the important link Horizon
provides in the distribution chains of its customers' and the
geographic regions it serves. Moody's believes that these factors
should support a core level of underlying volume for the company's
services and should result in the continuing generation of a base
level of funds from operations that adequately cover Horizon's
debt service obligations, including during cyclical troughs in
demand. However, the unexpected acceleration of weak demand across
two of its three Jones Act markets challenges the ability of
productivity programs, cost containment initiatives and yield
measures to mitigate the effects of weakening demand on margins
and operating cash flows, to sustain credit metrics at levels
indicative of higher-rated corporate families. The ratings
recognize Horizon's current positive free cash flow generation and
the expectation that Horizon will apply future free cash flow to
repay revolver borrowings to strengthen liquidity and to de-lever
the capital structure. This should offset pressure on leverage and
coverage metrics that has resulted from the sharper than expected
downturn in demand.

Ratings could be downgraded if EBIT to Interest approached 1.0
time or Debt to EBITDA approached 6.5 times. Indications that the
resolution of the DOJ investigation and lawsuits related to the
pricing practices in Puerto Rico would require sizeable cash
payments or constrain Horizon's ability to serve the Puerto Rico
trade, or both, could also pressure the B2 rating, as could a new
share purchase authorization. Though not anticipated, one or more
acquisitions resulting in meaningfully higher debt levels could
also place downward pressure on the ratings, as could a debt-
financed program to replace the aging Jones Act fleet. The outlook
could be stabilized if the resolution of the investigation and
lawsuits does not impair the company's liquidity or its ability to
operate in the Puerto Rico trade lane.

Downgrades:

  Issuer: Horizon Lines, Inc.

   * Probability of Default Rating, Downgraded to B2 from B1

   * Corporate Family Rating, Downgraded to B2 from B1

   * Senior Secured Bank Credit Facility, Downgraded to Ba2,
     LGD2, 19% from Ba1, LGD2, 18%

   * Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
     Caa1 from B3

Outlook Actions:

  Issuer: Horizon Lines, Inc.

   * Outlook, Changed To Negative From Stable

Horizon Lines, Inc., based in Charlotte, North Carolina, through
its wholly-owned indirect operating subsidiary, Horizon Lines,
LLC, operates 12 Jones Act qualified U.S. flag container ships in
Jones Act liner services between the continental United States and
either Alaska, Hawaii, or Puerto Rico and 5 U.S. flag container
ships operating between the U.S. West coast and Guam, which
vessels are slot-chartered from the Far East to the U.S. West
Coast. Horizon also provides logistics services through its
wholly-owned indirect operating subsidiary Horizon Logistics, LLC.


HOSPITAL PARTNERS: Prime Healthcare Takes Over Shasta Regional
--------------------------------------------------------------
David Benda and Ryan Sabalow Redding Record Searchlight report
that Prime Healthcare Services Inc. takes over the management of
Shasta Regional Medical Center from Hospital Partners of America,
effective Nov. 1.

According to Redding Record, Prime Healthcare's CEO Lex Reddy said
that the company signed a multi-year lease agreement to operate
Shasta Regional.  "We're leasing the hospital with an option to
buy.  We can buy the hospital any time we want," the report quoted
Mr. Reddy as saying.  "We would like to keep the facility open and
continue to provide the care for patients in the community," he
added.  The report says that Mr. Reddy assured Shasta Regional's
workers that payroll would be made on time on Friday.

Redding Record relates that Shasta Regional was put on sale
earlier this year with a $100 million sticker price.  Hospital
Partners failed to pay its lease under its agreement with Shasta
Regional's landlord, Medical Properties Trust, so the trust had
rights to remove them, Redding Record says, citing Mr. Reddy.

Mr. Reddy said that Prime Healthcare's acquisition of Shasta
Regional doesn't need the approval of the U.S. Bankruptcy Court
for the District of Delaware because the agreement deals
specifically with Medical Properties and Shasta Regional, Redding
Record reports.

Shasta Regional is listed as a wholly owned subsidiary of Hospital
Partners, and as such it's not included as a debtor under the
filing, Redding Record states, citing Mark Gorton, Esq. -- a
Sacramento bankruptcy attorney, who looked at Hospital Partner's
bankruptcy filing.  Mr. Gorton said that Shasta Regional is
independently operated and has the rights to make a deal without
the Court's approval, according to Redding Record.

Headquartered in Charlotte, North Carolina, Hospital Partners of
America, Inc. -- http://www.hospitalpartners.com/-- develops and
manages hospitals.  The company and its affiliates filed for
Chapter 11 bankruptcy protection on Sept. 24, 2008 (Bankr. D. Del.
Case No. 08-12180).  Curtis A. Hehn, Esq., Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl Young
Jones, represent the Debtor in its restructuring efforts.
Kurtzman Carson Consultants LLC is the Claims Agent.  Moore & Van
Allen PLLC is the Debtors' corporate and litigation counsel.  The
Debtors listed assets of $100 million to $500 million and debts of
$100 million to $500 million.


HOVNANIAN ENTERPRISES: Fitch Says Debt Exchange Offer Helpful
-------------------------------------------------------------
On Oct. 27, 2008, Hovnanian Enterprises, Inc. (NYSE:HOV) announced
the commencement of a private offer to exchange senior unsecured
notes in a private placement for new 18% senior secured notes due
2017. The secured notes will be secured on a third-priority basis
by substantially all the assets owned by the company to the extent
such assets secure obligations under the company's revolving
credit agreement, second-priority secured notes and certain
permitted debt.

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

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


INDIANAPOLIS DOWNS: Moody's Junks CFR; Further Downgrade Possible
-----------------------------------------------------------------
Moody's Investors Service downgraded Indianapolis Downs, LLC's
Corporate Family rating and Probability of Default Rating to Caa1
from B3.  Moody's also downgraded the company's senior secured
second lien notes to Caa1 and its third lien notes to Caa3. The
ratings remain on review for further possible downgrade.

The downgrade reflects the need for Indianapolis Downs to secure
additional sources of funds to enable it to meet its debt service
obligations over the next twelve months given that earnings are
likely to ramp-up more slowly than anticipated in light of
declining gaming demand. The downgrade also considers Moody's
expectation that Indianapolis Downs will likely need to use the
entire $35 million completion guaranty provided by the Oliver
Family Trust to finish construction of its new permanent casino
facility. The company's temporary facility opened in June 2008.
Its permanent facility is scheduled to open in the first quarter
of 2009.

The ratings remains on review for further possible downgrade
reflecting challenges the company faces to arrange a revolving
credit facility in a stressed credit environment. The ratings
would likely be downgraded if the company is unable to secure
additional financing in the near term or if gaming demand drops
more than anticipated.

Ratings downgraded and placed on review for further possible
downgrade:

   * Corporate Family rating to Caa1 from B3

   * Probability of Default rating to Caa1 from B3

   * Senior secured second lien notes to Caa1 from B3

   * Senior secured third lien notes to Caa3 from Caa2

Indianapolis Downs, LLC is a private company that currently owns
and operates Indiana Downs, a 180-acre pari-mutuel horse racing
facility located about 25 miles southeast of Indianapolis, Indiana
in Shelbyville, Indiana.


INTERSTATE BAKERIES: Court Approves Disclosure Statement
--------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Missouri, Kansas City Division, approved the disclosure statement
explaining the new Joint Plan of Reorganization of Interstate
Bakeries Corporation and its debtor-affiliates at a hearing held
October 30, 2008.

Judge Venters held that IBC's Disclosure Statement contains
adequate information regarding the Plan within the meaning of
Section 1125(a) of the Bankruptcy Code that would enable creditors
to make an informed decision on whether to accept or reject the
Plan.

All objections that have not been withdrawn, sustained or settled
are overruled.

The Debtors filed the Disclosure Statement and Plan on October 4,
2008, to incorporate, among other things, the resolution of
outstanding claims against, and interests in, the Debtors
pursuant to Sections 1123, 1129 and 1141 of the Bankruptcy Code.

The Debtors' Reorganization Plan will come before the Court for
confirmation at a hearing on December 5, 2008, at 9:00 a.m.
Parties have until December 1 to file objections to the Plan.
"If creditors approve it and the court resolves any outstanding
issues, [IBC] could be out of bankruptcy by the end of [2008],"
noted the Kansas City Star.

                    Plan Funding Agreements

The Debtors disclosed that they reached agreements with
Ripplewood and certain of the prepetition lenders, including
Silver Point Finance Capital LLC, Monarch Alternative Capital
L.P., and McDonnell Investment Management LLC, among other
parties, to develop the proposal for an equity investment by
Ripplewood, which will fund the Debtors' emergence from
bankruptcy.

Subsequently, the Debtors entered into the Equity Commitment
Letter, under which IBC Investors I, LLC, an affiliate of
Ripplewood, agrees to (i) invest $44,200,000 in cash in the
Reorganized Company in exchange for 4,420,000 shares of common
stock of the Reorganized Company, and (ii) purchase $85,800,000
in New Convertible Secured Notes, which will be issued by the
Reorganized Company and be convertible into New Common Stock.

The Plan also outlines the capital structure for the Reorganized
IBC upon its emergence from Chapter 11, consisting of:

* the ABL Facility -- a $125,000,000 asset-based senior
   secured revolving credit facility to be structured, arranged
   and syndicated by General Electric Capital Corporation and
   GE Capital Markets;

* the Term Loan Facility -- a $339,000,000 term loan credit
   facility, by Silver Point and Monarch Master Funding, Ltd.;
   and

* the New Third Lien Term Loan Facility -- a $147,300,000
   third priority secured term loan financing facility, under
   which Prepetition Lender Claimholders will receive Pro Rata
   share of the New Third Lien Term Loan in exchange for the
   Claims.

The Court approved the Plan Funding Agreements on October 3,
2008.  On October 22, Judge Venters also approved the Investment
Agreement with IBC Investors, which allows the Lender to receive
Series A Warrants with a strike price of $12.50 and representing
15% of the New Common Stock on a fully-diluted basis, as
calculated as of the Effective Date.

                Other Key Provisions of the Plan

The Debtors asserted that their Disclosure Statement extensively
and comprehensively outlines the Plan and its key provisions,
including, among other things, the appointment of eight members
of the initial board of directors of Reorganized IBC -- five of
which will be designated by the Equity Investors, and two, by the
Prepetition Investors.  Craig D. Jung, the chief executive
officer of IBC, will serve as a director.

Under the Plan, the Reorganized IBC will enter into collective
bargaining agreements with certain of its unions to establish
employee equity sharing plans that will provide for the issuance
of stock appreciation rights to certain employees of the
Reorganized Company.  According to the Kansas City Star, the
International Brotherhood of Teamsters floated with Ripplewood the
idea regarding union employees sharing in the success of the
company if they consented to further cuts in compensation.

"It was a proposal by us, a subject the [Teamsters] raised,"
Frederick Perillo, Esq., at Previant, Goldberg, Uelmen, Gratz,
Miller & Brueggeman, S.C., in Milwaukee, Wisconsin, told the
newspaper on behalf of the Teamsters.  Union leadership has agreed
with IBC on the proposed contract modifications, while Union
members will need to vote on the changes that anticipate the
Equity Sharing Plan, which, IBC officials confirmed would benefit
the unions that represent the vast majority of the
Company's employees, says the report.

The Plan also contemplates that the Reorganized Debtors will
implement, on the Effective Date, a Long Term Incentive Plan that
will offer incentives to key employees, which form, substance and
establishment will be subject to the consent of Equity Investors.

Immediately prior to the Effective Date, the Supplemental
Executive Retirement Plan will be deemed terminated, under which
the Reorganized Debtors' obligations will cease.

The Plan discloses that the Debtors' expected cash payments
related to Workers' Compensation Claims for the 12 months after
the Effective Date will be approximately $48,500,000.  As of
September 15, 2008, the Debtors' outstanding obligations -- which
relate to workers' compensation arise from (i) incurred, but not
yet paid, and (ii) incurred, but not reported claims --
consist of 2,600 Claims.

The Debtors estimate that the portion of the underfunding of the
American Bakers Association Retirement Plan, which covers about
259 IBC employees, could be approximately $15,000,000 to
$20,000,000 assuming the ABA Plan was characterized as a multiple
employer plan.  If the ABA Plan was characterized as an aggregate
of single employer plans, the single employer plan attributable to
the Debtors would have to be terminated, in which event, the
Debtors' portion of the underfunding could be approximately
$65,000,000 to $80,000,000.

Accordingly, the Debtors disclose their need to completely
eliminate their obligation to participate in the ABA Retirement
Plan during their Chapter 11 cases to ensure their ability to
emerge from bankruptcy.

       Debtors Address Disclosure Statement Objections

To recall, these seven entities filed with the Court their
objections to the Debtors' Disclosure Statement:

  * the Official Committee of Unsecured Creditors;

  * U.S. Bank National Association;

  * the Massachusetts Department of Revenue;

  * UAW Local 2828, International Union, United Automobile,
    Aerospace & Agricultural Implement Workers of America;

  * the State Water Resources Control Board and the California
    Regional Water Quality Control Board, Central Valley Region;

  * Automotive Rentals, Inc.; and

  * Sun-Maid Growers of California.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, says the objections raised by the Creditors
Committee and the U.S. Bank, as parties to the Intercreditor
Settlement, "would have been withdrawn  in advance of the
[Disclosure Statement Hearing on October 30, 2008], upon the
completion of satisfactory documentation."

As previously reported, the Debtors, the lenders, and the
Creditors Committee agreed in principle, on October 3, 2008, on
the Intercreditor Settlement which provides for, among other
things, the establishment of a creditors' trust upon IBC's
emergence from Chapter 11 for the benefit of the general
unsecured creditors.

The Debtors inform the Court that will also include the UAW's
proposed language to be incorporated to the Plan, which will
disclose that the Union has not yet ratified proposed changes to
its collective bargaining agreement with the Debtors.

To address the objection raised by California Water Control
Board, the Debtors said they will describe the full extent of
their environmental obligations and liabilities for soil and
groundwater contamination in their Lease at 1426 S. Lincoln
Street in Stockton, California, in the Central Valley Region, for
their Dolly Madison Bakery, and the Debtors' proposed treatment
of the Liabilities under the Plan.

According to Mr. Ivester, the Massachusetts Revenue Department's
objection to the Plan with respect to the classification and
treatment of its priority tax claim "will be deferred to the
Confirmation Hearing."

The Debtors will make additional disclosures relating to the
assumption and rejection of executory contracts and unexpired
leases, to address the objections of Sun-Maid and ARI.  The
Debtors will provide contract parties with notices on whether
their contracts are being assumed, and their related cure
amounts, Mr. Ivester says.

Furthermore, the Assumption and Rejection information will also
be included in the Solicitation Packages, to notify affected
parties of the status and treatment of their Contracts or Leases
well in advance of voting on the Plan.

                          About IBC

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 5, 2007.  Their exclusive period to file a chapter 11 plan
expired on Nov. 8, 2007.  On Jan. 25, 2008, the Debtors filed
their First Amended Plan and Disclosure Statement.  On Jan. 30,
2008, the Debtors received court approval of the first amended
Disclosure Statement.  IBC did not receive any qualifying
alternative proposals for funding its plan of reorganization in
accordance with the court-approved alternative proposal
procedures.  As a result, no auction was held on Jan. 22, 2008, as
would have been required under those procedures.

The Debtors, on Oct. 4, 2008, filed another Plan of
Reorganization, which contemplates IBC's emergence from Chapter 11
as a stand-alone company.  The filing of the Plan was made in
connection with the plan funding commitments, on Sept. 12, 2008,
from an affiliate of Ripplewood Holdings L.L.C. and from
Silver Point Finance, LLC, and Monarch Master Funding Ltd.

(Interstate Bakeries Bankruptcy News, Issue No. 114; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


INTERSTATE BAKERIES: Sends Plan for Voting, Dec. 5 Plan Hearing
---------------------------------------------------------------
Judge Venters of the United States Bankruptcy Court for the
Western District of Missouri, Kansas City Division, has authorized
Interstate Bakeries Corporation and its affiliates to send their
Plan of Reorganization to creditors for voting and subsequently
seek confirmation of the Plan.

The Court held at the Oct. 30 hearing that the disclosure
statement contains information necessary for creditors to make an
informed judgment as to whether to accept or deny the Joint Plan
of Reorganization.

Judge Venters approved the timeline proposed by IBC regarding the
solicitation and tabulation of votes, and with respect to the
Plan.

The Record Date for determining creditors and interest holders
entitled to receive solicitation packages and other notices, and
creditors entitled to vote to accept or reject the Plan was set at
October 20, 2008.

The Solicitation Package will consist of, among other things, (i)
the notice of the Plan Confirmation Hearing, (ii) a copy of the
Disclosure Statement and Plan, (iii) solicitation letters from the
Debtors, if any, and (iv) ballots for the appropriate class.

The Court approved the form of ballots that will be used in
connection with the solicitation of votes on the Plan by holders
of claims in Classes 4 Trade Claims, Class 5 General Unsecured
Claims, Class 7 Capital Lease Claims and Class 8 Prepetition
Lender Claims.

In lieu of ballots, an Unimpaired Creditor notice, a notice of
Non-Voting Status, or a notice of Contingent, Disputed or
Unliquidated Claim Status will be given to creditors in:

  * Unimpaired Classes 1, 2, 3, 4, 5 and 6 with respect to the
    Debtors;

  * Unimpaired Classes 1, 2 and 3 with respect to subsidiaries
    Mrs. Cubbison's Foods, Inc., Armour & Main Redevelopment
    Corporation and New England Bakery Distributors, L.L.C.;

  * Classes 9, 10a, 10b, 11 and 12 of the Debtors who are deemed
    to have rejected the Plan; and

  * all persons or entities who are listed on the Schedules as
    having a claim or a portion of a claim which is disputed,
    unliquidated or contingent.

All of the Solicitation Packages must be mailed to parties-in-
interest on or before November 6, 2008.

The notice of the hearing to consider the confirmation of the
Plan, which hearing is set on December 5, 2008, must be published
in the New York Times, the national edition of The Wall Street
Journal, The Kansas City Star and USA Today by November 6.

Ballots for accepting or rejecting the Plan must be received by
Kurtzman Carson Consultants LLC, as the claims, noticing and
balloting agent, on December 1, 2008.

The Court also fixed November 20, 2008, as the deadline for
parties to file their requests to allow temporarily allow their
claims for the purpose of voting to accept or reject the Plan,
pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure.

Timely filed Rule 3018(a) Motions will be permitted to cast a
provisional vote to accept or reject the Plan.  During the
Confirmation Hearing, the Court will determine if parties to Rule
3018(a) Motions that are unresolved prior to the Voting Deadline
will be allowed to cast their votes.

Only timely received ballots that contain sufficient information
to permit identification of the claimant, and cast an acceptance
or rejection of the Plan, will be counted.  The last ballot
received prior to the Voting Deadline will be deemed to reflect
the voter's intent and will supersede any prior ballots.

Claim splitting is not permitted. Creditors who vote must vote
all of their claims within a particular Voting Class for either
accept or reject the Plan.

         Special Procedures for Holders of Securities

Solicitation Packages will be mailed to (i) each registered
holder of Old Convertible Notes and of shares of the Debtors' old
common stock Securities as of the Record Date, and (ii) each bank
or brokerage firm, or the agent identified by the Debtors or the
Voting Agent as an entity through which Beneficial Owners hold
the Securities.

Each of the Indenture Trustees and Transfer Agents, including,
without limitation, the Old Convertible Note Indenture Trustee
and UMB Bank, N.A., will provide the Voting Agent with an
electronic file containing the information and holdings of the
Record Holders and Intermediary Record Holders of the Securities,
or two sets of pressure-sensitive labels and a list of the
information, in lieu of electronic files.

The Intermediary Record Holders will transmit to the Beneficial
Owners Solicitation Packages containing Notices of Non-Voting
Status in lieu of ballots.

The Debtors will reimburse the Intermediary Record Holders for
the reasonable, actual and necessary out-of-pocket expenses
incurred in performing the tasks.

Objections to the Plan Confirmation, if any, must be filed on or
before December 1, 2008.  The Debtors may reply to the Objections
by December 3.

      Cure Procedures for Executory Contracts and Leases

The Court authorized and directed the Debtors to serve upon
parties to executory contracts and unexpired leases that may be
assumed and reinstated under the Plan the Cure Notice, setting
forth the amount necessary to cure any defaults of the Debtors
with respect to the Contract or Lease under Section 35 of the
Bankruptcy Code.

Disputes regarding Cure Amounts, or the reinstatement and
assumption of Contracts and Leases under the Plan will be
resolved either consensually by the parties, or by the Court
during the Confirmation Hearing.  Absent any Cure Amount
Objections, the parties to the Contracts and Lease are deemed to
have consented to the assumption or reinstatement.

                          About IBC

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 5, 2007.  Their exclusive period to file a chapter 11 plan
expired on Nov. 8, 2007.  On Jan. 25, 2008, the Debtors filed
their First Amended Plan and Disclosure Statement.  On
Jan. 30, 2008, the Debtors received court approval of the first
amended Disclosure Statement.  IBC did not receive any qualifying
alternative proposals for funding its plan of reorganization in
accordance with the court-approved alternative proposal
procedures.  As a result, no auction was held on Jan. 22, 2008, as
would have been required under those procedures.

The Debtors, on Oct. 4, 2008, filed another Plan of
Reorganization, which contemplates IBC's emergence from Chapter 11
as a stand-alone company.  The filing of the Plan was made in
connection with the plan funding commitments, on Sept. 12, 2008,
from an affiliate of Ripplewood Holdings L.L.C. and from
Silver Point Finance, LLC, and Monarch Master Funding Ltd.

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


IDEARC INC: September 30 Balance Sheet Upside-Down by $8.4BB
------------------------------------------------------------
Idearc Inc.'s balance sheet at Sept. 30, 2008, showed total assets
of $1.7 billion, total liabilities of $10.1 billion and
shareholders' deficit of approximately $8.4 billion.

The company disclosed financial results for year-to-date and third
quarter ended Sept. 30, 2008.

The company reported year-to-date net income of $260 million, a
21.0% decrease compared to the same period in 2007.  On an
adjusted pro forma basis, year-to-date net income was
$279 million, a 25.4% decrease versus the same period in 2007.

The company reported third quarter net income of $73 million, a
decrease of 37.6% versus the same period in 2007.  On an adjusted
pro forma basis, third quarter net income was $76 million, a
decrease of 40.6% versus the same period in 2007.

Idearc reported financial results on a GAAP basis and on an
adjusted pro forma basis to eliminate the impact of transition and
restructuring costs.  The adjusted pro forma basis measures are
described and are reconciled to the corresponding GAAP measures in
the accompanying financial schedules.

On a year-to-date basis, Idearc reported multi-product revenues of
$2,264 million, a 5.7% decrease compared to the same period in
2007. Year-to-date Internet revenue was $223 million, a 6.2%
increase compared to the same period in 2007.

The company reported third quarter 2008 multi-product revenues of
$735 million, a 7.1% decrease compared to the same period in 2007.
The company reported Internet revenue of $75 million in the third
quarter, an 8.7% increase compared to the same period in 2007.

Free cash flow for the nine months ended Sept. 30, 2008, was
$340 million based on cash from operating activities of
$377 million, less capital expenditures of $37 million.

Multi-product advertising sales for the third quarter declined
10.8% compared to 2007.

            Update on Liquidity and Capital Structure

As of Sept. 30, 2008, Idearc had cash and cash equivalents of
$304 million.  On Oct. 24, 2008, the company initiated borrowings
of $247 million under its existing $250 million revolving credit
facility.  Idearc intends to use the funds from the revolving
credit facility for general corporate purposes.

The company has retained Merrill Lynch Co. & and Moelis & Company
as financial advisors in connection with the review of
alternatives related to the Company's capital structure.  There
can be no assurance that the Company will pursue transactions
related to any such alternatives.

On Oct. 24, 2008, the company received notice from the New York
Stock Exchange that it is not in compliance with NYSE continued
listing standards because the 30 trading-day average closing price
of the company's common stock was less than $1.00 per share.
Under applicable NYSE rules, the company generally has six months
to return to compliance with this requirement.

The company expects that its common stock will remain listed on
the NYSE during this six-month period.  If the average trading
price of the company's common stock does not sufficiently improve,
the company's board of directors and management intend to consider
a reverse stock split and other possible alternatives.  If the
board decides to seek stockholder approval for a reverse stock
split, the company must do so no later than its 2009 annual
meeting of stockholders, which is scheduled for May 2009.

A full-test copy of the company's financial report is available
for free at http://ResearchArchives.com/t/s?347c

                        About Idearc Inc.

Headquartered in Dallas, Texas, Idearc Inc. (NYSE: IAR) --
http://www.idearc.com/-- provides yellow and white page
directories and related advertising products in the United States
and the District of Columbia.  Products include print yellow
pages, print white pages, Superpages.com, Switchboard.com and
LocalSearch.com, the company's online local search resources, and
Superpages Mobile, its information directory for wireless
subscribers.

The company is the exclusive official publisher of Verizon print
directories in the markets in which Verizon is currently the
incumbent local exchange carrier.  The company uses the Verizon
brand on its print directories in its incumbent markets, as well
as in its expansion markets.


JAM FAMILY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: J.A.M. Family Limited Partnership
        5027 South Commerce Drive
        Salt Lake City, UT 84107

Bankruptcy Case No.: 08-27426

Debtor-affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
   Jerry A. McWillis and Janet Kaye McWillis       08-26934

Chapter 11 Petition Date: October 27, 2008

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Anna W. Drake, Esq.
                  annadrake@att.net
                  175 South Main Street, Suite 1250
                  Salt Lake City, UT 84111
                  Tel: (801) 328-9792
                  Fax: (801) 530-5955

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.


JANCOR COS: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Jancor Companies, Inc.
        28300 Kensington Lane, Suite 300
        Perrysburg, OH 43351

Bankruptcy Case No.: 08-12556

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Jancor Holdings, LLC                               08-12556
Vinyl Holdings, LLC                                08-12558
Heartland Building Products, Inc.                  08-12559
Infinite Building Products, Inc.                   08-12560
Survivor Technologies, Inc.                        08-12561
Kensington Windows, Inc.                           08-12562
Outdoor Technologies, Inc.                         08-12563
Armor Bond Building Products, Inc.                 08-12564
Boone Oak Enterprises, Inc.                        08-12565
Master Shield Building Products Company, L.P.      08-12566
Bird Vinyl Products Limited                        08-12567

Type of Business: The Debtors make unsupported plastic film and
                   sheet.  The company operates two distinct
                   businesses (i) Windows Business run by
                   Kensington Windows Inc. and Survivor
                   Technologies Inc., which  make custom-made
                   vinyl window and door products; and (ii)
                   Extrusion Business run by Heartland Building
                   Products Inc., Infinite Building Products Inc.,
                   and Outdoor Technologies Inc., which produce
                   custom-made vinyl siding.

Chapter 11 Petition Date: October 30, 2008

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Frederick Brian Rosner, Esq.
                  fbrosner@duanemorris.com
                  Duane Morris LLP
                  1100 North Market Street
                  Wilmington, DE 19801
                  Tel: (302) 657-4900
                  Fax: (302) 657-4901

The company selected Dechert LLP and Duane Morris LLP to render
legal services.  The company also selected Morris Anderson &
Associates Ltd. to render restructuring services.

The Garden City Group Inc. will serve as the company's claims,
noticing and balloting agent.

Estimated Assets: $50 million to $100 million

Estimated Debts:  $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Shintech Inc.                  trade debt        $9,630,762
Attn: Frank Echols
P.O. Box 200430
Houston, TX 7701
Tel: (979) 233-7861
Fax: (979) 233-5781

OxyVinyls LP                   trade debt        $3,402,256
P.O. Box 99018
Chicago, IL 60609-9018
Fax: (972) 720-7410

Deceunick North America LLC    trade debt        $2,543,870
Attn: Filip Geeraert
2989 Paysphere Circle
Chicago, IL 60609
Tel: (501) 490-1400
Fax: (513) 539-5410

PPG Industries Inc.            trade debt        $925,604
1 PPG Place
9th Floor
Services Asst.
Pittsburg, PA 15272
Tel: (412) 860-8664
Fax: (412) 434-3675

Royal Window & Door Profiles   trade debt        $876,269
7766 Martingrove Avenue
P.O. Box 77013
Woodbridge, Ontario
L4L 9S3 Canada
Tel: (905) 264-5500
Fax: (905) 851-9124

AirGas Inc.                    trade debt        $674,952
4349 William Penn Hwy.
Murrsville, PA 15668-1915
Tel: (724) 327-1480
Fax: (724) 327-8182

Georgia Gulf Corp &            trade debt        $492,824
Affiliates

Progressive Foam               trade debt        $425,603
Technologies Inc.

International Paper Co.        trade debt        $414,808

Wright Know Motor Lines        trade debt        $399,061
Inc.

Rusken Packaging Inc.          trade debt        $308,349

Dow Chemical Company           trade debt        $292,230

Akcros Chemicals America       trade debt        $283,284

Omya, Inc.                     trade debt        $257,898

Wear Technology                trade debt        $214,490

Liberty Transportation Inc.    trade debt        $199,647

Caldwell Manufacturing Co.     trade debt        $196,602

Express America Trucking Inc.  trade debt        $188,268

Formosa Plastics               trade debt        $188,797

Rohm and Haas Company          trade debt        $181,708

Westlakes PVC Corp.            trade debt        $173,627

Penn Color                     trade debt        $158,727

Tuscaloosa Forest Products     trade debt        $149,308

United Plate Glass             trade debt        $149,570

Shapes Unlimited               trade debt        $131,251

BASF                           trade debt        $131,040

Tronox LLC                     trade debt        $121,439

Altec                          trade debt        $114,224

Southwall Technologies         trade debt        $104,863

The Norac Company              trade debt         $97,280


JANCOR COS: Files for Chapter 11 Bankruptcy in Delaware
-------------------------------------------------------
Jancor Companies Inc. along with 11 of its affiliates filed a
voluntary petition under Chapter 11 in the United States
Bankruptcy Court for the District of Delaware citing declining in
demand for the company's product, increase in cost of raw
materials, and high fuel prices.

According to the company, Candlewood Partners LLC was retained in
March 2008 to identify restructuring alternatives and potential
lenders to refinance an existing credit facility but no lender was
willing to refinance due to the tightening credit markets.  The
firm sought potential purchasers for the company in the third
quarter of 2008, but the Debtors did not receive any interest to
buy it as a going concern.  As a result, the company shut down its
business operations and laid off all of its employees.

Several employees sued the company for failure to provide a
60 days' advance notice of termination in accordance to the
Workers Adjustment Retraining Notification Act.  The plaintiffs
are seeking back-pay attributable to a period of time after the
company's bankruptcy filing.  The company has 833 employees of
which 339 workers are members of two unions at its two facilities.

PNC Bank, NA, and Fifth Third National Bank agreed to provide
debtor-in-possession financing to the company up to an aggregate
amount equal to the lesser of (i) the budget amount and (ii)
$36 million less all prepetition indebtedness outstanding.  The
DIP facility will terminate on the earliest to occur:

   i) Nov. 23, 2008;

  ii) consummation of the liquidation of substantially all assets
      of the company;

iii) date of final, non-defeasible payment and satisfaction in
      full in cash of the indebtedness and termination of all
      commitments under the DIP agreement; or

  iv) occurrence of an event of default.

The company and the lenders are parties to a credit agreement
dated Jan. 25, 2005, but the company defaulted on its obligation
under the agreement.  As of its bankruptcy filing, the company has
no available funds under the credit facility.

The DIP Credit Facility incurs interest at 4.5% plus 4%.  The
proceeds of the loan will be used to, among other things (i) pay
all fees and expenses owing to the lenders under the DIP loan;
(ii) pay interest due under the DIP loan; (iii) repayment of
principal due under the DIP loan; and (iv) pay any other
obligations due under the DIP loan until repaid in full.  The
lender will be entitled to a superpriority administrative expense
claims over any and all administrative expenses.

The company listed assets between $50 million and $100 million,
and debt between $100 million and $500 million in its filing.  The
company said it has $65 million in assets and $160 million in
debts as of September 2008.  The company owes $23.4 million to its
unsecured creditors including Shintech Inc. owing $9.6 million;
OxyVinyls LP owing $3.4 million; and Deceuninck North America LLC
owing $2.5 million.  The company can't file its schedules of
assets and liabilities, and statement of financial affairs until
Dec. 29, 2008.  The company reported $130 million in total net
revenue for the third calendar of 2008 compared to $214 million in
total revenue in the same period a year ago.

The company disclosed that Citicorp Venture Capital Ltd, Vinyl
Holdings LLC and Jancor Holdings LLC holds more than 10% of class
A and D common stock, and junior preferred stock each.  The
company's common shares are listed on the Canadian Venture
Exchange.

The company selected Dechert LLP and Duane Morris LLP to render
legal services.  The company also selected Morris Anderson &
Associates Ltd. to render restructuring services.

The Garden City Group Inc. will serve as the company's claims,
noticing and balloting agent.

No trustee, examiner or official committee has been appointed in
these cases at present.

The U.S. Trustee for Region 3 will convene a meeting of the
company's creditors on Dec. 11, 2008, at 9:30 a.m., in accordance
to Section 341(a) of the Bankruptcy Code.

                         About Jancor Cos.

Headquartered in Perrysburg, Ohio, Jancor Companies Inc. makes
unsupported plastic film and sheet.  The company operates two
distinct businesses (i) Windows Business run by Kensington Windows
Inc. and Survivor Technologies Inc., which  make custom-made vinyl
window and door products; and (ii) Extrusion Business run by
Heartland Building Products Inc., Infinite Building Products Inc.,
and Outdoor Technologies Inc., which produce custom-made vinyl
siding.


KARDEX SYSTEMS: Files for Chapter 11 in Harrisburg, Pennsylvania
----------------------------------------------------------------
Kardex Systems, a producer of storage and retrieval systems, has
filed for Chapter 11 bankruptcy, WTAP-TV, in West Virginia,
reported Thursday.

According to the report Kardex AG will now buy out the U.S.
company.  WTAP-TV reports that Kardex AG will take over the assets
and the entire Kardex brand in the U.S., including a production
site in Lewistown, Pennsylvania.

Based in Paoli, Pennsylvania, Kardex Systems Inc. is a
manufacturer of storage and retrieval systems.  The company filed
for Chapter 11 relief on Oct. 29, 2008 (Bankr. M.D. Penn. Case No.
08-04021).  Robert E. Chernicoff, Esq., at Cunningham and
Chernicoff PC, represents the Debtor as counsel.  When the Debtor
filed for protection from its creditors, it listed $1 million to
$10 million in assets, and the same range of debts.


K-SEA TRANSPORTATION: S&P Withdraws 'BB-' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its corporate credit
rating of 'BB-' on K-Sea Transportation Partners L.P. The company
requested that the rating be withdrawn due to the state of the
institutional debt markets. Standard & Poor's Ratings Services
does not rate any of the company's outstanding debt issues.


LB-UBS 2003-C5: Fitch Affirms Ratings of Classes M & N at 'BB'
--------------------------------------------------------------
Fitch Ratings has upgraded and assigned Rating Outlooks to LB-UBS
commercial mortgage pass-through certificates, series 2003-C5:

   -- $22.8 million class F to 'AAA' from 'AA'; Outlook Stable;
   -- $17.6 million class G to 'AA' from 'A+'; Outlook Stable;
   -- $15.8 million class H to 'AA-' from 'A'; Outlook Stable;
   -- $10.5 million class J to 'A' from 'A-'; Outlook Stable;
   -- $14 million class K to 'A-' from 'BBB+'; Outlook Stable;
   -- $12.3 million class L to 'BBB-' from 'BB+'; Outlook Stable;

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

   -- $6.9 million class A-2 at 'AAA'; Outlook Stable;
   -- $220 million class A-3 at 'AAA'; Outlook Stable;
   -- $328.1 million class A-4 at 'AAA'; Outlook Stable;
   -- Interest-only (I/O) class X-CL at 'AAA; Outlook Stable;
   -- Interest-only (I/O) class X-CP at 'AAA; Outlook Stable;
   -- $22.8 million class B at 'AAA'; Outlook Stable;
   -- $24.6 million class C at 'AAA'; Outlook Stable;
   -- $15.8 million class D at 'AAA'; Outlook Stable;
   -- $15.8 million class E at 'AAA'; Outlook Stable;
   -- $5.3 million class M at 'BB'; Outlook Stable;
   -- $3.5 million class N at 'BB-'; Outlook Stable.

Class A-1 has paid in full. Fitch does not rate classes P, Q, S or
T.  The rating upgrades reflect the increased subordination due to
scheduled amortization and paydown of 23.1% since Fitch's last
rating action.  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
principal balance has decreased 45.7% to $763.4 million from
$1.41 billion at issuance.  Approximately 28% of the pool has
fully defeased, including one shadow-rated loan (10.1%).

There is one specially serviced loan (0.3%), with expected losses.
The loan is secured by a multifamily property located in Augusta,
Georgia and was transferred to special servicing in February 2007
due to delinquency.  All expected losses are anticipated to be
fully absorbed by the non-rated class T.

At issuance, there were eight shadow rated loans. Five have paid
in full and one is fully defeased, 70 Hudson Street (10.1%).  The
two remaining non-defeased shadow-rated loans comprise 23.9% of
the pool.  Fitch reviewed recent operating statement analysis
reports, rent rolls, and other performance information provided by
the master servicer.

The largest shadow rated loan, the Westfield Shoppingtown
Portfolio (18.8%), is secured by two cross-collateralized cross-
defaulted regional malls.  Westfield Shoppingtown Plaza Bonita
consists of 429,474 square feet (sf) of an 820,353 sf enclosed
regional mall located in National City, California.  Westfield
Shoppingtown Vancouver consists of 413,372 sf of an 883,219 sf
regional mall located in Vancouver, Washington.

As of year-end (YE) 2007, the Fitch-stressed debt-service coverage
(DSCR) for the portfolio has increased to 1.63 times (x) compared
to 1.40x at issuance.  The mall's combined overall occupancy as of
September 2008 was 80% compared to 86.3% at issuance.  The Fitch-
stressed debt service coverage ratio is calculated based on a
Fitch adjusted net cash flow and a stressed debt service based on
the current loan balances and a hypothetical mortgage constant.
The loan anticipated repayment date is June 11, 2013.

The other remaining shadow rated loan, The Mall at Steamtown (5%),
is secured by a 568,657 sf regional mall located in Scranton, PA.
The mall is anchored by Bon-Ton and Boscov's, which filed for
bankruptcy in August 2008.  Currently, the Boscov's space at the
subject mall is not on the closure list.  As of July 2008,
occupancy at the mall was 91% as compared to 95% at issuance.
Fitch's stressed DSCR based on YE 2007 operating results is 1.26x.


LIN TV CORP: Moody's Downgrades CFR to B1; Ratings Under Review
---------------------------------------------------------------
Moody's Investors Service downgraded LIN Television Corporation's
Corporate Family Rating and Probability of Default Rating to B1
from Ba3.  Moody's also lowered the company's senior secured
credit facility ratings to Ba1 from Baa3 and its senior
subordinated notes to B2 from B1.  Finally, LIN's speculative
grade liquidity rating was downgraded to SGL-4 from SGL-2. Ratings
remain under review for further possible downgrade.

The rating downgrades and review for further possible downgrade
reflect LIN's weaker than expected non-political advertising
revenue in Q3 2008, the company's guidance for significantly
weaker local and national advertising revenue during Q4 2008 and
Moody's concerns that the company will continue to face
substantial revenue and cash flow deterioration in 2009 due to the
high probability of further weakening in the U.S. economy and its
impact on advertising revenue. The depth and the severity of the
expected decline exceeds the cyclicality built into the former Ba3
CFR and Moody's expects that the revenue decline will likely
pressure LIN's ability to maintain average leverage of under 6.5x
over political and non-political years.

More significantly, the company's revised SGL-4 liquidity rating
reflects Moody's concerns that the expected revenue and cash flow
deterioration creates uncertainty regarding LIN's ability to
remain in compliance with the financial maintenance covenants
under its credit facility. Any potential requisite
waiver/amendment would also likely result in increased pricing,
thereby creating additional stress on the company's cash flow.
Uncertainty with respect to LIN TV Corp.'s (LIN's parent company)
joint venture with NBC Universal, in terms of both similar
operational underperformance and the guarantee of all venture-
related debt by LIN notwithstanding its 20% ownership stake, is
also cause for concern and could contribute to further erosion of
credit quality as default risk is elevated.

In concluding the review, Moody's will assess LIN's revenue and
cash flow prospects (including the impact of the company's
strategic business review on its cost structure and the associated
restructuring charge), its access to liquidity and expected credit
metrics. Additionally, Moody's will evaluate the operating
performance and liquidity of the LIN TV Corp. joint venture, the
likelihood of cash calls on LIN TV Corp., the probability of
default on the $815 million of joint venture debt (which is
guaranteed by LIN TV Corp) and of LIN TV Corp's guarantee being
called upon due to insufficiency of the value of the joint venture
assets to cover its debt, and the potential impact thereof on
LIN's credit profile.

Moody's subscribers can find further details in the LIN Credit
Opinion published on Moodys.com

Moody's has taken these rating actions:

   Issuer: LIN Television Corporation

   * Corporate Family Rating -- downgraded to B1 from Ba3, RUR

   * Probability of Default Rating -- downgraded to B1 from Ba3,
     RUR

   * Secured Revolver -- downgraded to Ba1 from Baa3
     (LGD 2, 12%), RUR

   * Secured Term Loan -- downgraded to Ba1 from Baa3
     (LGD 2, 12%), RUR

   * 6.5% Senior Subordinated Notes due 2013 -- downgraded to B2
     from B1 (to LGD 4, 69% from LGD 4, 68%), RUR

   * 6.5% Senior Subordinated Notes CL B due 2013 -- downgraded
     to B2 from B1 (to LGD 4, 69% from LGD 4, 68%), RUR

   * Speculative Grade Liquidity Rating -- downgraded to SGL-4
     from SGL-2

   * Outlook -- Under Review for further possible downgrade.

LIN TV Corp., headquartered in Providence, Rhode Island, owns and
operates and/or programs 29 television stations, including two
stations pursuant to local marketing agreements, in 17 mid-sized
markets in the United States. In addition, the company owns 20% of
KXAS-TV in Dallas, Texas and KNSD-TV in San Diego, California,
through a joint venture with NBC.


LYNN HOMES: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Lynn Homes, Inc.
        dba JWL Construction Co.
        dba JWL Construction Co., Inc.
        1540 Route 202, Unit 1B
        Pomona, NY 10970

Bankruptcy Case No.: 08-23576

Chapter 11 Petition Date: October 29, 2008

Court: Southern District of New York (White Plains)

Debtor's Counsel: Elizabeth A. Haas, Esq.
                  info@thehaaslawfirm.com
                  Elizabeth A. Haas, Attorney at Law
                  254 S. Main Street, Suite 210
                  New City, NY 10956
                  Tel: (845) 708-0340
                  Fax: (866) 944-9993

Total Assets: $6,079,494

Total Debts: $2,724,669

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb08-23576


MET-NET COMMUNICATIONS: Case Summary & 20 Largest Unsec Creditors
-----------------------------------------------------------------
Debtor: Met-Net Communications, Inc.
        9404 Genesee Avenue, Suite 330
        La Jolla, CA 92037

Bankruptcy Case No.: 08-10821

Chapter 11 Petition Date: October 29, 2008

Court: Southern District of California (San Diego)

Judge: Laura S. Taylor

Debtor's Counsel: L. Scott Keehn
                  scottk@keehnlaw.com
                  Keehn & Associates, APC
                  402 West Broadway, Suite 1210
                  San Diego, CA 92101
                  Tel. (619) 400-2200

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/casb08-10821


MENNONITE HOSPITAL: Fitch Affirms Ratings of $39.9MM Bonds at BB-
-----------------------------------------------------------------
Fitch Ratings has affirmed the rating on approximately
$39.9 million of Puerto Rico Industrial, Tourist, Educational,
Medical, and Environmental Control Facilities Financing
Authority's hospital revenue bonds (Mennonite General Hospital
Project), series 1996A and 1997. The rating outlook is stable.

The affirmation is supported by Mennonite General Hospital's (MGH)
consistent operating performance, solid utilization trends, good
debt service coverage, and dominant market position.  MGH ended
fiscal 2008 with income from operations of $3.19 million (2.5%
operating margin and 9.7% operating EBITDA margin), equating to a
fourth consecutive year of positive operating earnings after five
years of operating losses.  These trends have largely been driven
by a substantial increase in patient volumes.  MGH has seen
patient days increase year over year since fiscal 2005, for a
total increase of 15% over that period.  In particular, MGH saw
patient days increase over 9,000 days in fiscal 2008 from fiscal
2007 due to the addition of 37 beds in June 2007.  Further, as a
result of the improved operating performance, debt service
coverage by earnings before interest, taxes, depreciation, and
amortization has been 2.1 times (x) over the last two fiscal
years.  MGH also benefits from having the only two acute care
hospitals in its primary service area (Cayey and Aibonito
municipalities), and there are no major competing private
ambulatory service facilities.

Primary credit concerns for MGH include weak liquidity, high days
in accounts receivable, and a high reliance on top ten admitting
physicians.  For fiscal 2008, unrestricted cash measured
approximately $10.8 million, translating to 34 days cash on hand
and cash to debt of 22%.  However, MGH has funded several capital
projects with cash and has seen capital expenditures as a
percentage of depreciation expense equal 130% for fiscal 2008 and
222% for fiscal 2007.  This compares favorably to Fitch's below
investment grade median of 76%.  Due to local Puerto Rican laws,
collection from insurance companies is far slower than that of the
United States and in combination with the Medicare Advantages
program, days in accounts receivable is at a high 99 days.
Lastly, MGH has had a historically high reliance on their top ten
admitting physicians, exposing MGH to reductions in volumes due to
physician departures.  In fiscal 2008, the top ten admitters
comprised 67% of admissions at the Aibonito Hospital and 53% at
the Cayey Hospital.

The Stable Outlook is based on Fitch's belief that MGH will
continue to have positive operating performance and the hospitals
will be able to sustain the utilization trends Fitch has seen over
the last few years.  Additionally, consistent operating
performance should help to increase liquidity measures.

Mennonite General Hospital is a two hospital system in Puerto Rico
comprised of the 150-bed hospital in Aibonito, and 157-bed
hospital in Cayey.  Total revenues for the fiscal year ending
March 31, 2008 was approximately $128 million.  MGH covenants to
provide annual disclosure of financial statements and utilization
statistics and has been excellent in terms of timeliness.


MERVYNS LLC: Bankruptcy Cues Fitch to Put 4 CMBS Deals on Watch
---------------------------------------------------------------
Fitch Rating places these commercial mortgage backed securities
(CMBS) classes on Rating Watch Negative:

Bear Stearns 2001-TOP2:
   -- $6.3 million class H 'BB';
   -- $7.5 million class J 'BB-';
   -- $3.8 million class K 'B-';
   -- $5 million class L 'B-'.

Bear Stearns 2006-TOP22:
   -- $10.7 million class J 'BB+';
   -- $2.1 million class K 'BB';
   -- $6.4 million class L 'BB-';
   -- $2.1 million class M 'B+';
   -- $2.1 million class N 'B';
   -- $4.3 million class O 'B-'.

COMM 2005-FL11:
   -- $35.6 million class J at 'A-';
   -- $37.7 million class K at 'BBB';
   -- $31.4 million class L at 'BBB-'.

GMAC 2006-C1:
   -- $19.1 million class G 'BBB+';
   -- $19.1 million class H 'BBB';
   -- $23.3 million class J 'BBB-';
   -- $6.4 million class K 'BB+';
   -- $6.4 million class L 'BB';
   -- $8.5 million class M 'BB-';
   -- $2.1 million class N 'B+';
   -- $4.2 million class O 'B';
   -- $6.4 million class P 'B-'.

The Rating Watch Negative placements are the result of the recent
bankruptcy filing of Mervyns.  Fitch identified $1.3 billion of
U.S. CMBS loans with exposure to Mervyns as a tenant or shadow
anchor.  The following transactions were identified as having
potential credit impairments based on a hypothetical liquidation
scenario of Mervyns assets.

Bear Stearns 2001-TOP2 contains a 210,258 square foot (sf) retail
center located in San Jose, CA.  Mervyns occupied 42.1% of the net
rentable area and pays 19.1% of total rents.  The most recent
servicer reported occupancy is 98.8% and debt service coverage as
of year-end 2007 was 1.76 times (x).  The loan is scheduled to
mature in December 2010 and has a 7.88% coupon.

Bear Stearns 2006-TOP22 contains a shadow rated Mervyns Portfolio
(3.6%) secured by 25 cross-collateralized and cross-defaulted
retail properties totaling 1.9 million sf in CA (23) and TX (two).
The whole loan is composed of two pari passu participations: the A
note included in this transaction and the B note included in MSCI
2005-TOP21 which is not rated by Fitch. The borrower has
established and funded a seven-month debt service reserve with the
servicer.  COMM 2005-FL11 and GMAC 2006-C1 contain pari passu
participations corresponding to a shadow rated DDR/Macquarie
Mervyn's Portfolio.  The whole loan is separated into three pari
passu notes, including the fixed-rate A-1 note ($106.3 million)
securitized in the GE 2005-C4 transaction, the fixed-rate A-2 note
($106.3 million) securitized in GMAC 2006-C1 transaction and the
floating-rate A-3 note ($45.9 million) securitized in the COMM
2005-FL11 transaction.  Fitch rates the GMAC 2006-C1 and COMM
2005-FL11 transactions.  The fixed-rate notes have maturity dates
of Oct. 1, 2010, while the floating-rate note had an initial
maturity date of Oct. 1, 2007, and is in the final approval stages
for its second extension option with an expiration date of
Oct. 1, 2009.

The single tenanted properties are located in California (23),
Nevada (5), Arizona (5) and Texas (1), with the majority of the
2.6 million sf located in shopping centers and malls.  In its
initial shadow rating analysis, Fitch utilized a dark value
analysis.  Fitch has reviewed the assumptions in its dark value
analysis, including the assumed market rent of the re-let square
footage, the costs to carry the properties through stabilization
and the overall capitalization rate.  The current analysis takes
into account the markets where the properties are located and the
property type, in addition to the economic and retail sector
outlooks.  Mervyns continues to pay its contractual rent and the
loan is current.  The sponsors are Developers Diversified Realty
Corporation and Macquarie DDR Trust.

Classes FNB-1, FNB-2, and FNB-3 of the GMAC 2006-C1 transaction
remain on Rating Watch Negative due to an unrelated decline in
performance since issuance at the First National Bank Center.


MERVYN'S LLC: BofA Wants to Terminate Credit Card Pact
------------------------------------------------------
Prior to the Petition Date, Bank of America, N.A., served as: (i)
the primary depository bank for the Mervyn's LLC's retail business
operations; (ii) the primary payroll disbursement bank for the
Debtors; and (iii) an integral part of the Debtors' cash
management system.

Pursuant to an order by the U.S. Bankruptcy Court for the District
of Delaware approving Mervyn's and its affiliates' Cash Management
System, the Debtors were authorized to continue to use their
prepetition bank accounts maintained at BoFA as the primary
depository and payroll accounts postpetition.  BoFA currently
provides, among other things, continued use of the depository and
payroll bank accounts.

Pursuant to a Merchant Agreement among BA Merchant Services, LLC,
BoFA and Mervyn's LLC dated April 26, 2006, BA Merchant and BofA
currently provides merchant-processing services to the Debtors,
which allow the Debtors to accept credit card payments made by
the Debtors' retail customers.  Currently, Merchant and BofA is
processing approximately 1,500,000 credit card transactions per
month in the average total amount of $7.3 million under the
Merchant Agreement.

Stuart M. Brown, Esq., at Edward Angell Palmer & Dodge LLP, in
Wilmington, Delaware, counsel to BA Merchant and BofA, relates
that the Debtors' current return policy provides its customers
with up to 90 days to return or exchange goods.  In the event the
Debtors are not in a position to exchange goods purchased by its
customers, BA Merchant will be exposed for the return of any
goods purchased with a credit card, Mr. Brown adds.

According to Mr. Brown, once the Debtors' Liquidation Assets are
sold and the Debtors no longer have cash flowing through the Bank
Accounts, BA Merchant will face millions of dollars in losses
because the amount of Chargebacks and Returns will likely exceed
the funds available for set-off or recoupment and BA Merchant
will likely lose their rights as secured creditors.

Furthermore, Mr. Brown notes, exacerbating BA Merchant's Returns
and Chargeback exposure is the fact that goods being sold at the
Initial Store Closing Sales, are being returned by customers at
non-liquidating retail stores.

BA Merchant asserts that the Debtors are in default of the
Merchant Agreement and, accordingly, have filed this request to
protect its interest.

Moreover, BA Merchant believes that due to the Events of Default,
the Merchant Agreement may be terminated without notice.
However, out of an abundance of caution, BA Merchant files this
list stay request in the event the Funded Cash Reserve for
current and future Chargebacks and Returns is not provided.

According to Mr. Brown, upon any termination of the Merchant
Agreement, the Debtors continue to bear total responsibility for
any and all Chargebacks, Returns, credits and adjustments
resulting from transactions processed pursuant thereto and all
other amounts then due or which thereafter will become due to BA
Merchant.

Mr. Brown avers that in connection with any termination, Section
16 of the Merchant Agreement requires that a Funded Cash Reserve
be established and maintained by or on behalf of the Debtors in
an amount equal to BA Merchant and BofA's reasonable estimate:

  -- of Merchant's dollar volume of incoming chargebacks for a
     nine-month period and Merchant's credits for a two-month
     period;

  -- of all fees and other charges that may be owed by BA
     Merchant under the Agreement at or following the
     termination; and

  -- of all uncollected fees and charges payable to any of BA
     Merchant Services' subsidiaries for related equipment or
     related services.

In order to adequately protect BA Merchant's interests, BA
Merchant estimates that a cash reserve could be funded for
$12,300,000 for Chargebacks, Returns, fees and other charges that
may accrue under the Merchant Agreement.

Accordingly, BA Merchant seeks:

   (i) adequate protection in the form of an Funded Cash Reserve
       for at least $12,300,000, funded by deductions from the
       Debtors' daily settlements pursuant to the Merchant
       Agreement, to hold as cash collateral to secure the
       Debtors' ligations to BA Merchant for future Chargebacks,
       Returns, credits/funds, adjustments, applicable fees or
       any other amounts then or coming due from Mervyn's; or

  (ii) relief from the automatic stay under Section 362(d)(1) of
       the Bankruptcy Code to terminate the Merchant Agreement
       and establish the Funded Cash Reserve pursuant to its
       terms to exercise recoupment or set-off rights pursuant
       to Section 553 of the Bankruptcy Code or rights as
       secured party.

             Agreement Must be Filed Under Seal

BA Merchant seeks the Court's approval to file the Merchant
Agreement under seal.  The Merchant Agreement satisfies the
category of confidential or commercial information, Mr. Brown
says.

BA Merchant relates that any disclosure of the terms contained in
the Merchant Agreement will expose BA Merchant and BofA otherwise
private and propriety commercial information, which would
severely impact their ability to competitively negotiate and
enter into agreements with other retailers.

In addition, the Merchant Agreement contains a confidentiality
provision regarding its terms and conditions, which was
negotiated and agreed to between the Debtors and BA Merchant and
BofA.

In light of this, the Merchant Agreement should be made available
only to:

  (a) the Court;

  (b) counsel to the Debtors;

  (c) Office of the United States Trustee for the District of
      Delaware; and

  (d) counsel to the Official Committee of Unsecured Creditors.

The parties will not disclose specific details of the Merchant
Agreement to any other persons or entities, including their
clients.  If other parties-in-interest wish to review the
Merchant Agreement, they may request a copy from BA Merchant and
BofA.

                        *     *     *

The Court held at a hearing held October 30, 2008, that the
Debtors will fund a cash reserve to be held by BA Merchant in the
aggregate amount of $7,000,000.

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


METALDYNE CORP: S&P Lowers Rating to 'CC' on Prospect of Default
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on auto supplier Metaldyne Corp. to 'CC' from 'CCC+' and
lowered the ratings on the company's senior secured and
subordinated debt. The outlook is negative.

The downgrade reflects the company's announcement that it is
making a tender offer for all of its outstanding bonds at a steep
discount to face value. These bonds consist of $150 million, 10%
junior-lien notes due 2013 (with $142.2 million outstanding) and
$250 million, 11% senior subordinated notes due 2012. The tender
offer is open until Nov. 26, 2008. S&P consider the offer to be a
distressed exchange and, as such, tantamount to a default.

"If the exchange is completed, we would lower the corporate credit
rating on Metaldyne to 'SD' [selective default] and lower the
exchanged issue ratings to 'D'," said Standard & Poor's credit
analyst Robert Schulz. "The company has stated it is also seeking
consent for a prepackaged plan of reorganization should the tender
offer not be completed," he continued. Total consideration for the
bondholders would be $65 million for all $392.2 million of the
outstanding bonds if they are tendered by the early participation
date.

Unrated parent company AsahiTec Corp. has agreed to provide
$50 million of capital to Metaldyne to fund the tender offer,
following a $10 million capital injection in mid-October.
Metaldyne customers have agreed to provide a total of $60 million
of secured financing in conjunction with the tender offer. Also in
conjunction with the tender offer, Metaldyne has reached agreement
with the asset-backed loan and term loan lenders to ease covenants
and provide additional collateral.

Metaldyne is one of the largest independent manufacturers of
engineered metal components for the global automotive market and
has revenues of nearly $2 billion.

The outlook is negative. S&P would lower the corporate credit
rating to 'SD' and the exchanged bond ratings to 'D' upon
completion of the tender offer. Subsequent to lowering the rating
to 'SD,' S&P may continue to rate Metaldyne, and the rating could
be raised back to the 'CCC' category or higher depending on S&P's
assessment of the company's new capital structure and liquidity
profile.


MICHAEL ARANDA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Michael F. Aranda
        6021 180th Lane N.
        Jupiter, FL 33458

Bankruptcy Case No.: 08-26059

Chapter 11 Petition Date: October 28, 2008

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Paul J. Battista, Esq.
                  pbattista@gjb-law.com
                  Genovese Joblove & Battista, P.A.
                  100 S.E. 2nd St. 44th Floor
                  Miami, FL 33131
                  Tel: (305) 349-2300
                  Fax: (305) 349-2310

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Enterprise Bank                personal guaranty unknown
11811 US Highway One           of business debt
North Palm Beach, FL 33408

Fidelity Federal ?             personal guaranty unknown
Sun American Bank              of business debt
7300 Corporate Center Drive
Suite 102, Miami, FL 33126

First Horizon                  personal guaranty unknown
First Horizon Construction     of business debt
Lending
3875 Mansell Road, Suite 200
CC#8515
Alpharetta, GA30022

Franklin Bank                  personal guaranty unknown
                               of business debt

National City Bank             personal guaranty unknown
                               of business debt

Regions Bank, Capital Markets  personal guaranty unknown
                               of business debt

Seacoast National Bank         personal guaranty unknown
                               of business debt

National City Bank             personal guaranty unknown
                               of business debt

National City Bank             litigation        unknown

Gary Dario                     litigation        unknown

H. Clifford Stoddard           litigation        unknown

Janice Orbach                  litigation        unknown

Gina M. Goodrich               litigation        unknown

Directv                        -                 $254

Sail Harbour at Healthpark
Homeowners                     HOA fees          $1,963


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

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

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

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

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

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

Fitch does not rate the $26.8 million class Q.

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

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

The affirmations are the result of stable performance since
issuance. The Rating Outlooks reflect the likely direction of the
rating changes over the next one to two years. As of the October
2008 distribution date, the pool's certificate balance has
decreased 0.34% to $2.139 billion from $2.146 billion at issuance.
Eighty-two loans (83.4%) are interest-only or partial interest-
only.

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


MODAVOX INC: Posts $322,190 Net Loss for August 2008
----------------------------------------------------
Modavox Inc. reported $322,190 net loss on total costs and
expenses of $1,310,967 for the three months ended Aug. 31, 2008,
compared to $158,013 net income on total costs and expenses of
$989,525 for the same period a year ago.

The company's consolidated balance sheet at August 31, 2008,
showed $6,589,347 in total assets and $1,587,092 in total
liabilities resulting in a $5,002,255 stockholders' equity.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 24, 2008,
Houston-based Malone & Bailey, PC, expressed substantial doubt
about Modavox Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Feb. 29, 2008.  The auditor pointed the company's
recurring losses.

Modavox believes that additional losses may be incurred as it
develops and executes a sales and distribution strategy for its
products and expands the number of sales locations.  These
potential losses and capital expenditures needed for Modavox to
expand its sales locations and fund increases in revenue will
likely require Modavox to raise additional capital through the
issuance of equity or debt.

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

                        About Modavox Inc.

Modavox Inc. (OTC BB: MDVX.OB) -- http://www.modavox.com/--
offers Internet broadcasting and produces and syndicates online
audio and video.  It also offers innovative, effective and
comprehensive online tools for reaching targeted niche communities
worldwide.  Through patented Modavox technology, Modavox delivers
content straight to desktops and Internet-enabled devices.
Modavox provides managed access for live and on-demand Internet
Radio Broadcasting, E-learning and Rich Media Advertising.


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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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


MOTOR COACH: Files Joint Chapter 11 Plan & Disclosure Statement
---------------------------------------------------------------
Motor Coach Industries International Inc. and its debtor-
affiliates delivered to the Hon. Brendan L. Shannon of the United
States Bankruptcy Court for the District of Delaware a joint
Chapter 11 plan of reorganization, and a disclosure statement on
that Plan on Oct. 30, 2008.

A hearing will take place on Dec. 17, 2008, at 11:30 a.m., to
consider the adequacy of the information in the Debtors'
disclosure statement.  The hearing will be held at 824 North
Market Street, 6th floor, Courtroom 1 in Wilmington, Delaware.
Objections, if any, are due Dec. 8, 2008.

                       Overview of the Plan

The plan contemplates the substantive consolidation of the
Debtors' estates for voting and distribution purposes,
reorganization of each of the Debtors upon consummation of the
plan, and the resolution of the outstanding claims against and
interests in the Debtors.

The plan will deleverage the Debtors' balance sheet by, among
other things:

  -- reduce the Debtors' total prepetition indebtedness by paying
     in full about $160 million of second lien obligations and
     discharging an additional $480 million in prepetition
     indebtedness;

  -- improve cash flows by reducing ongoing interest expense; and

  -- provide investment of as much as $160 million in new capital
     through the rights offering to (i) fund the Debtors'
     emergence from Chapter 11, (ii) appropriately capitalize the
     reorganized Debtors, and (iii) facilitate the implementation
     of the Debtors' business plan.

Under the plan, the Debtors will issue shares of new common stock
to holders of allowed Class 4 claims and new preferred stock to
the rights offering participants.

The plan classifies interests against and liens in the Debtors in
eight classes.  The classification of treatment of interests and
claims are:

                 Treatment of Interests and Claims

                   Types                        Estimated

         Class     of Claims       Treatment    Recovery
         -----     ---------       ---------    ---------

         1         other priority  unimpaired   100%
                   claims

         2         other secured   unimpaired   100%
                   claims

         3         secured second  impaired     100%
                   lien credit
                   agreement claim

         4         secured third   impaired     unknown
                   lien credit
                   agreement claim

         5         general         unimpaired   0%
                   unsecured claim

         6         intercompany    unimpaired   100%
                   claim

         7         equity interest impaired     0%

         8         intercompany    unimpaired   100%
                   interest

Only Class 4 claimholders are entitled to vote for the plan.

Holder of Class 1 priority and Class 3 secured second lien credit
agreement claims will be paid in full in cash.

At the option of the Debtors, holders of Class 2 other secured
claims will receive, either:

  -- payment of their allowed secured claims in full in cash;

  -- delivery of the collateral securing any allowed other
     secured claim and payment of any interest required to be
     paid under Section 506(b) of the Bankruptcy Code;r

  -- treatment of any allowed other secured claim in any other
     manner that the claim will be rendered unimpaired; or

  -- other treatment as may be agreed between the holder and the
     Debtors.

Holders of Class 4 secured third lien credit agreement claims will
receive:

  -- their pro rata share of 100% of the new common stock to
     be issued on the effective date; and

  -- the right to participate in the rights offering for their
     pro rata share of the new preferred stock.

Class 6 intercompany claims will be reinstated while Class 8
intercompany claims will be retained.

Class 5 and 7 will not receive any distributions under the Plan.

                         About Motor Coach

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 bankruptcy 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.


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

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

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

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

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

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

Nalco evidences strong near term liquidity with preliminary last
twelve months (LTM) free cash flow generation of $165.5 million
(after a $30 million voluntary pension contribution in the third
quarter), $101.7 million cash on hand and an estimated $229
million available under its $250 million revolving credit facility
based on preliminary Sept. 30, 2008 figures.  Near term maturities
are modest with about $22.2 million due in the second half of 2008
and the EUR25 million term loan A maturing 2009.  Nalco's $887
million term loan B due November 2010, $665 million senior notes
due in November 2011 and EUR200 million senior notes due in
November 2011 will require external financing.  Total debt at
Sept. 30, 2008 of $3.3 billion covers LTM EBITDA of $730 million
by 4.5 times (x).  Secured debt at an estimated $1.1 billion
represents about 35% of total debt.

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

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

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



NB BASEBALL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: NB Baseball, LLC
        450 Broad Street
        Newark, NJ 07102

Bankruptcy Case No.: 08-31092

Chapter 11 Petition Date: October 28, 2008

Court: District of New Jersey (Newark)

Debtor's Counsel: Daniel Stolz, Esq.
                  dstolz@wjslaw.com
                  Wasserman, Jurista & Stolz
                  225 Millburn Ave., Suite 207
                  P.O. Box 1029
                  Millburn, NJ 07041-1712
                  Tel: (973) 467-2700

Total Assets: $378,000

Total Debts: $5,471,000

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb08-31092.pdf


NICHOLS & SONS LANDSCAPING: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: Nichols & Sons Landscaping, Inc.
        16509 Laser Drive
        Fountain Hills, AZ 85268

Bankruptcy Case No.: 08-15154

Chapter 11 Petition Date: October 28, 2008

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum, Sr.

Debtor's Counsel: Donald W. Powell, Esq.
                  d.powell@cplawfirm.co
                  Carmichael & Powell, P.C.
                  7301 N. 16TH St., #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296

Total Assets: $0

Total Debts: $1,261,385

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


NORTHWEST AIR: Fitch Assigns 'B' IDR After Close of Merger
----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) and
outstanding debt ratings of Delta Air Lines, Inc. (NYSE: DAL)
following the closing of Delta's merger with Northwest Airlines
(NWA):

   -- IDR at 'B';
   -- First-lien senior secured credit facilities at 'BB/RR1';
   -- Second-lien secured credit facility (Term Loan B) at
      'B/RR4'.

In addition, Fitch is assigning these ratings for Northwest
Airlines, Inc., now a wholly-owned subsidiary of Delta:

   -- IDR at 'B';
   -- Secured Bank Credit Facilities - 'BB/RR1'.

The ratings apply to $2.5 billion of funded secured debt
(including the drawn $1 billion revolving credit facility) at
Delta and approximately $1.4 billion of committed credit
facilities (including $500 million of new revolving credit lines)
at Northwest.  The rating outlook for both issuing entities, now
analyzed by Fitch on a consolidated basis, is negative.

The 'B' rating reflects Fitch's view that the merged carrier's
heavy debt and lease load, sizable fixed financing obligations and
ongoing vulnerability to fuel price and air travel demand shocks
keep its overall credit profile weak.  While the rapid decline in
jet fuel prices over the last three months has improved the new
Delta's near-term free cash flow prospects markedly, the worsening
global economic picture may well force Delta and the other large
U.S. carriers to re-visit 2009 available seat mile (ASM) capacity
growth plans in response to a softening air travel demand outlook.
However, if fuel prices remain at or near current levels in 2009,
Delta's free cash flow margins should improve, making some
reduction in lease-adjusted leverage possible even if passenger
unit revenue growth comes in weaker than expected.

Delta and its major airline competitors have begun to see strong
unit revenue comparisons this fall as a result of the substantial
cuts in domestic scheduled capacity that went into effect in
September.  Delta's international network continues to grow,
however, and international revenue per ASM trends may begin to
weaken noticeably if a global recession undermines demand moving
into 2009.  Delta management noted earlier this month that it
would continue to monitor international demand closely and was
prepared to trim schedules as necessary.  The impact of the recent
fuel price collapse on consolidated DAL-NWA cash flow has been
dramatic.  Fitch estimates that a 10-cent change in the price of
jet fuel drives approximately $350 million of annual cash flow for
the new airline.  Importantly, however, Delta's ability to
participate in the fuel price decline has been limited by fuel
derivative positions layered on in the first half of the year that
will, in the near term, force DAL to post substantial amounts of
cash collateral to counterparties as contracts are marked to
market.  With many swap and collar derivatives significantly out
of the money at current energy prices, Fitch is concerned that the
amount of cash posted in the current quarter could drive year-end
unrestricted cash and investments well below the targeted $6
billion level.  Over time, as hedge contracts are settled,
liquidity pressures linked to derivatives will abate.  However,
the near-term liquidity trend requires close monitoring.

Merger-related integration risks have been reduced by the
successful negotiation of a joint DAL-NWA pilot contract and the
expected resolution of pilot seniority integration issues (either
through a negotiated agreement or binding arbitration).  Labor
cost increases driven by the new agreements, together with cash
transition costs estimated at $600 million by management, may
pressure unit costs somewhat in 2009.  Longer-term revenue
synergies, tied in particular to fleet optimization and the
creation of a diversified and deep global network, appear broadly
achievable.  Still, near-term improvements in revenue per ASM will
be driven more directly by the large domestic capacity cuts
already completed by both stand-alone carriers.  The consolidated
fleet is fragmented and diverse, limiting opportunities for big
fleet-related cost savings.  However, the opportunity to better
match aircraft to market throughout the Delta system puts the
carrier in a position to drive unit revenue growth that is better
than the U.S. industry as a whole over the next several years.

Delta's post-reorganization capital structure was streamlined as a
result of pre-petition debt and lease rejection in Chapter 11.
Recovery expectations for the first-lien revolver and term loan
are superior to those of the second-lien term loan.  Recovery
expectations for first-lien lenders are excellent, reflecting a
deep collateral pool consisting of aircraft, engines, spare parts
and other assets, as well as a tight covenant package protecting
lenders via fixed charge coverage, minimum liquidity and
collateral coverage tests.  Similar covenants are included in
NWA's secured bank credit facility, which is secured by their
Pacific route authorities.

Taking into account the credit facilities, aircraft-backed EETC
obligations and private mortgage agreements, Delta has few
unencumbered assets remaining to support additional borrowing if
liquidity conditions tighten further.  However, the carrier may be
able to raise cash through a potential credit card transaction
with its affinity card partner.  Similar deals have been completed
by other U.S. airlines in 2008.  Backstop financing commitments
for scheduled aircraft deliveries through 2010 are in place,
mitigating the risk of a further tightening of credit market
conditions over the next two years.

A downgrade to 'B-' could follow if a steep decline in global air
travel demand, combined with renewed fuel cost pressure,
undermines free cash flow generation prospects for 2009.  Negative
rating actions could also result from impaired liquidity
(exacerbated by larger than expected cash collateral deposits to
fuel hedge counterparties) coupled with a weakening of operating
margins and more serious constraints on access to aircraft capital
markets.  A revision of the rating outlook to stable would likely
follow in a scenario where much lower average fuel costs next
year, together with steady growth in system revenue per ASM,
drives large improvements in Delta's free cash flow generation.


NORTHWEST AIRLINES: Secures $500MM Financing from U.S. Bank
-----------------------------------------------------------
In an 8-K filing with the United States Securities and Exchange
Commission, Northwest Airlines Corp., disclosed that on Oct. 29,
2008, Northwest Airlines, Inc., as borrower, and Northwest
Airlines Corporation and certain subsidiaries of Northwest, as
guarantors, entered into a $500,000,000 credit facility with U.S.
Bank National Association, as administrative agent, Citigroup
Global Markets Inc. and Morgan Stanley Bank, N.A., as co-lead
arrangers and joint book runners, and each of the other financial
institutions as party from time to time.

The loan facilities under the Credit Agreement consist of a three-
year $200 million secured revolving credit facility with a final
maturity on Oct. 28, 2011, with loans thereunder bearing interest
at LIBOR plus 4.5%, and a 364-day $300 million secured revolving
credit facility with a final maturity on Oct. 28, 2009, with loans
thereunder bearing interest at LIBOR plus 3.5%.

The obligations of the companies and their subsidiary guarantors
are secured by substantially all of their unencumbered assets.
The Credit Agreement contains covenants requiring Northwest to
maintain certain liquidity, fixed charge coverage and collateral
coverage levels.

Pursuant to the terms of the Credit Agreement, the obligations of
the companies and their subsidiary guarantors may be accelerated
upon the occurrence and continuation of an Event of Default.

These events include:

    (i) the failure to make principal, interest or fee payments
        when due, beyond applicable grace periods;

   (ii) the failure to observe and perform covenants, including
        financial covenants and negative covenants regarding
        liens, indebtedness and dispositions of assets,
        contained in the Credit Agreement;

  (iii) any representation or warranty made by the Borrower or
        any Guarantor in the Credit Agreement or related
        documents proves to be false or misleading in any
        material respect when made; and

   (iv) other customary events of default.

Northwest intends to use the proceeds from the Credit Agreement
for working capital and other general corporate purposes.  The
companies have other commercial relationships with certain of the
lenders to the Credit Agreement.  From time to time, certain
lenders have provided investment banking and advisory services
for, and furnished financing services to the Companies and their
affiliates.

A full-text copy of the 8-K Report is available for free at
http://ResearchArchives.com/t/s?3456

                       Company's Statement

EAGAN, Minnesota -- Oct. 29, 2008 -- Northwest Airlines (NYSE:
NWA) announced that is has closed on a new $500 million financing
facility.  The financing is structured as a $500 million secured
revolving credit facility and was led by U.S.

Bank with Citigroup and Morgan Stanley as co-lead arrangers and
joint book runners.

In an 8-K Report filed with the SEC, the Company said that the
financing will consist of a three-year $200 million secured
revolving credit facility with a final maturity on Oct. 28, 2011,
with loans thereunder bearing interest at LIBOR plus 4.5%, and a
364-day $300 million secured revolving credit facility with a
final maturity on October 28, 2009 with loans thereunder bearing
interest at LIBOR plus 3.5%.

Northwest's executive vice president and chief financial officer,
Dave Davis, said, "We are very pleased to announce that this
financing has been completed, especially in this challenging
credit environment and we are grateful for the financial support
provided from U.S. Bank, Citicorp and Morgan Stanley in helping to
structure and lead this transaction."  The new facility is
intended to be used for working capital needs and general
corporate purposes.

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington, represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy
counsel in the Debtors' chapter 11 cases.  When the Debtors filed
for bankruptcy, they listed $14.4 billion in total assets and
$17.9 billion in total debts.  On Jan. 12, 2007, the Debtors filed
with the Court their chapter 11 plan.  On Feb. 15, 2007, the
Debtors filed an amended plan and disclosure statement.  The Court
approved the adequacy of the Debtors' amended disclosure statement
on March 26, 2007.  On May 21, 2007, the Court confirmed the
Debtors' amended plan.  That amended plan took effect May 31,
2007.

(Northwest Airlines Bankruptcy News, Issue No. 103; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


NV BROADCASTING: Moody's Downgrades CFR to Caa2; Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service downgraded NV Broadcasting, LLC's
Corporate Family Rating and Probability of Default Rating to Caa2
from B3. In addition, Moody's lowered New Vision's $215 million
senior secured first lien credit facilities ($20 million revolver
and $195 million term loan) and Parkin Broadcasting, LLC's $45
million senior secured first lien credit facilities ($5 million
revolver and $40 million term loan) to B3 from B1, and the $100
million senior secured second lien term loan to Caa3 from Caa2.
The rating outlook is negative.  This concludes Moody's review
initiated on October 16, 2008.  Moody's first assigned ratings to
New Vision in July of 2008.

Parkin, an independently owned entity, has joint sales and shared
service agreements with subsidiaries of NV Television, LLC, the
parent of New Vision. In addition, New Vision and Parkin's credit
facilities have cross guarantees, cross collateral and cross
defaults. NV Television, LLC's financial statements include the
accounts of Parkin. Moody's therefore evaluates New Vision and
Parkin on a consolidated basis.

The downgrades and negative outlook reflect Moody's expectation
that depressed consumer confidence, a slowdown in consumer
spending, its adverse impact on corporate profits and the
resulting cutbacks in advertising and marketing budgets by several
industries will create increasing pressure on New Vision's revenue
and cash flow. As a result, Moody's expects New Vision to generate
negative free cash flow over the rating horizon and the company's
credit metrics, including debt-to-EBITDA leverage and interest
coverage, will likely be negatively impacted. Additionally,
Moody's is concerned that there is uncertainty surrounding the
company's ability to maintain compliance with the financial
maintenance covenants in its credit facility, thus constraining
its liquidity. While the credit facility provides for an equity
cure clause, such a cure provision is limited to two quarters in
any four-quarter period, creating concerns regarding on-going
compliance beyond the near-term period wherein such equity cure
provisions may be exercised. Moody's also believes that a
potential waiver or amendment under the credit facility will
likely result in increased pricing, thereby further stressing the
company's cash flow which will likely already be below prior
expectations.

Moody's subscribers can find further details in the New Vision
Credit Opinion published on Moodys.com

Moody's has taken these ratings actions:

   NV Broadcasting, LLC

   * Corporate Family Rating -- downgraded to Caa2 from B3

   * Probability-of-default rating -- downgraded to Caa2 from B3

   * $20 million Senior Secured First Lien Revolving Credit
     Facility -- downgraded to B3 (LGD 3, 31%) from B1
     (LGD 3, 30%)

   * $195 million Senior Secured First Lien Term Loan Facility --
     downgraded to B3 (LGD 3, 31%) from B1 (LGD 3, 30%)

   * $100 million Senior Secured Second Lien Term Loan Facility
     -- downgraded to Caa3 from Caa2 (LGD 5, 80%)

   * Outlook -- Revised to Negative from Under Review for
     Possible Downgrade

Parkin Broadcasting, LLC

   * $5 million Senior Secured First Lien Revolving Credit
     Facility -- downgraded to B3 (LGD 3, 31%) from B1
     (LGD 3, 30%)

   * $40 million Senior Secured First Lien Term Loan Facility --
     downgraded to B3 (LGD 3, 31%) from B1 (LGD 3, 30%)

   * Outlook -- Revised to Negative from Under Review for
     Possible Downgrade

New Vision's ratings reflect the company's high proforma debt-to-
EBITDA leverage (10.9x at 6/30/2008, incorporating Moody's
standard adjustments), modest scale and weakness in recent
operating performance. The rating also incorporates Moody's
expectation that continued weakness in the U.S. economy will
further erode New Vision's cash flow, resulting in significantly
increased leverage and negative free cash flow. The rating and
outlook also incorporate uncertainty regarding covenant
compliance. Additionally, the Caa2 Corporate Family rating
reflects the company's revenue concentration risk (with
approximately 25% of revenue and cash flow being contributed by
the Portland stations) and the inherent cyclicality of advertising
and the on-going fragmentation of advertising spending over a
growing number of media outlets.

New Vision's ratings are supported, however, by its considerable
presence in the top 100 markets, a significant proportion of
relatively stable local advertising revenues, diverse network
affiliations and potential revenue and cash flow upside from new
revenue streams, including retransmission consent fees. In
addition, Moody's believes that the makewell agreement whereby the
equity sponsor contributes 50% of corporate overhead until
leverage falls below 6.0x is a credit positive and benefits the
company's cash flow.

NV Broadcasting, LLC, headquartered in Los Angeles, CA, owns and
operates 13 major affiliated broadcast television stations and two
CW and two MyTv affiliated broadcast stations in 9 markets. The
company's pro-forma 2007 net revenue was approximately $109
million.


PILGRIM'S PRIDE: May Go Bankrupt in December, CreditSights Says
---------------------------------------------------------------
Dow Jones Newswires reports that credit research firm CreditSights
said that Pilgrim's Pride Corp. could file for Chapter 11
protection in December, when the firm has an interest payment due
on its bonds.

Bankruptcy for the nation's largest chicken producer, Pilgrim's
Pride Corp., is "highly probable," according to an independent
research firm, EMILY FREDRIX of the Associated Press reported on
Thursday.  Shares of Pilgrim's Pride edged below $1 Thursday on
the news.  Its shares have already fallen 97% this year.

Pilgrim's Pride has few options to boost its cash position and
could file for bankruptcy after a grace period with bondholders
expires, Dow Jones relates, citing CreditSights.

As reported in the Troubled Company Reporter on Oct. 30, 2008,
Pilgrim's Pride said that it reached an agreement with its lenders
to extend the temporary waiver under its credit facilities through
Nov. 26, 2008.  Lenders have also agreed to provide continued
liquidity under credit facilities during this same period in
accordance with the terms of the waiver agreements.  Pilgrim's
Pride intends to exercise its 30-day grace period in making the
$25.7 million interest payment due Nov. 3,
2008, on its 7-5/8% Senior Notes and 8-3/8% Senior Subordinated
Notes.

When that grace period runs out, "a bankruptcy scenario now seems
highly probable," according to research firm CreditSights.
"Although the temporary waiver provides Pilgrim's Pride with
another 30 days of life, it appears to be more illusionary than
substantive," the report said.  According to Dow Jones, the deal
requires Pilgrim's Pride to hire a chief restructuring officer
from a list approved by lenders.

Dow Jones quoted Ray Atkinson, a spokesperson for Pilgrim's Pride,
as saying, "We continue to believe that Chapter 11 is not in
anyone's best interest, and we continue to work extremely hard to
develop a long-term solution to the issues we're facing."

                       About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  Pilgrim's Pride employs about 40,000
people and has major operations in Texas, Alabama, Arkansas,
Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania,
Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and Utah.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2008,
Moody's Investors Service lowered Pilgrim's Pride Corporation's
ratings, including the company's probability of default rating to
Caa2 from B2, following Pilgrim's Pride's announcement that it
wouldn't pay $25.7 million of interest on its 7-5/8% Senior Notes
and its 8-3/8% Senior Subordinated Notes when due on Nov. 3, 2008,
but will go into the thirty day grace period.  Moody's said that
the rating outlook is negative.

As reported in the Troubled Company Reporter on Sept. 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on
Pilgrim's Pride Corp., including its corporate credit rating to
'CCC+' from 'BB-'.  In addition, S&P revised the CreditWatch
implications to developing from negative.


PREMIER AUTOMOTIVE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Premier Automotive on Atlantic, LLC
        9401 Atlantic Boulevard
        Jacksonville, FL 32225

Bankruptcy Case No.: 08-06655

Chapter 11 Petition Date: October 28, 2008

Court: Middle District of Florida (Jacksonville)

Judge: Paul M. Glenn

Debtor's Counsel: Richard R. Thames, Esq.
                  rrthames@stmlaw.net
                  Stutsman Thames & Markey, P.A.
                  50 N. Laura Street, Suite 1600
                  Jacksonville, FL 32202-3614
                  Tel: (904) 358-4000

Estimated Assets: unstated

Estimated Debts: unstated

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb08-06655.pdf


PROPEX INC: Files Joint Plan of Reorganization
----------------------------------------------
Propex Inc., Propex Holdings Inc., Propex Concrete Systems
Corporation, Propex Fabrics International Holdings I Inc., and
Propex Fabrics International Holdings II Inc. delivered to the
Court a Joint Plan of Reorganization and Disclosure Statement on
October 29, 2008.

Propex Inc. Executive Vice President and Chief Operating Officer
William S. Brant relates that the Plan contemplates the
reorganization and ongoing business operations of Propex, and the
resolution of the outstanding Claims against Propex pursuant to
Sections 1129(a) and 1123 of the Bankruptcy Code.  The Plan
classifies all Claims against and Interests in Propex into eight
separate classes per Debtor.

The Plan also provides for:

  (1) the continued corporate existence of Reorganized Propex
      after the Plan Effective Date as separate corporate
      entities;

  (2) the cancellation of existing notes, instruments,
      debentures and common stock on the Plan Effective Date;

  (3) the issuance of new debt and securities on or as soon as
      reasonably practicable after the Effective Date;

  (4) the amendment of Reorganized Propex's certificate of
      incorporation and by-laws, including (i) a provision
      prohibiting the issuance of non-voting equity securities
      and (ii) the issuance of New Equity Interests in an amount
      not less than the amount necessary to permit the
      distributions required by the Plan; and

  (5) Reorganized Propex's entry into an exit financing.

The contemplated sources of cash for Plan distributions include
Propex's existing cash balances, Propex's business operations,
sales of assets or the exit financing.

According to Mr. Brant, Propex is in the process of soliciting
financing for its exit revolving credit facility.  However, no
assurances can be made as to the likelihood of obtaining such
financing in the current distressed credit market, he notes.

Under the Plan, the board of directors of Reorganized Propex will
consist of five members and will be comprised of the chief
executive officer of Reorganized Propex and four members of the
board to be selected by the Prepetition Lenders.

Mr. Brant adds that while the Plan provides for a very
significant reduction in indebtedness, Reorganized Propex will
still have a significant amount of debt outstanding and
significant debt service requirements in the future.  As of the
Effective Date, Reorganized Propex expect to have more than $200
million of total debt, of which $155 million is secured debt.  It
also expects to have as much as $50 million of borrowings under a
revolving credit facility as of the Effective Date.

"The Plan . . . preserves the value of the Debtors' business as a
going concern and provides a meaningful return to numerous
creditors, Mr. Brant says.

A full-text copy of the Propex Plan of Reorganization is
available for free at:

       http://bankrupt.com/misc/Propex_Chapter11Plan.pdf

A full-text copy of the Propex Disclosure Statement is available
for free at:

     http://bankrupt.com/misc/Propex_DisclosureStatement.pdf
     http://bankrupt.com/misc/Propex_DisclosureStatement2.pdf

                         About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors have selected Edward L. Ripley, Esq.,
Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  The Official Committee of
Unsecured Creditors have tapped Ira S. Dizengoff, Esq., at Akin
Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel.

The Court extended the exclusive plan filing period of the Debtors
through Oct. 20, 2008, and their exclusive solicitation period
through Dec. 19, 2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of $562,700,000, and total debts of $551,700,000.

(Propex Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


PROPEX INC: Classification & Treatment of Claims Under Plan
-----------------------------------------------------------
The Joint Plan of Reorganization filed by Propex Inc. and its
debtor-affiliates designates claims and interests into certain
classes:

                              Estimated Aggregate      Class
Class  Description               Allowed Amount      Treatment
-----  -----------            -------------------    ---------
N/A   Administrative Claims                -       Unimpaired

N/A   DIP Lender Claims                    -       Unimpaired

N/A   Priority Tax Claims         $2,500,000       Unimpaired

1A-E   Allowed Priority               $50,000       Unimpaired
       Non-Tax Claims

2A-E   Allowed Secured             $2,500,000       Unimpaired
       Tax Claims

3A-E   Allowed Other
       Secured Claims                $200,000       Unimpaired

4A-E   Allowed Intercompany       $31,000,000       Unimpaired
       Claims

5A-E   Allowed Prepetition       $231,000,000         Impaired
       Lender Secured Claims

6A-E   Allowed Convenience           $250,000         Impaired
       Class Claims

7A-E   Allowed General           $235,000,000         Impaired
       Unsecured Claims       to $250,000,000

8A-E   Allowed Interest             Various           Impaired

The Classes of Claims will be entitled to these treatments:

Class Claim            Treatment
-----------            ----------
Administrative Claims  Paid in full.

Priority Tax Claims    Paid in full.

DIP Lender Claims      Paid in full.

Class 1A-E             Paid in full.

Class 2A-E             Paid in full.

Class 3A-E             Holders of Allowed Other Secured Claims
                       will receive one of these treatment:

                       (a) The legal, equitable, and contractual
                           rights of the Claimant will be
                           reinstated;

                       (b) Cash equal to the value of the
                           Claimant's interest in the property
                           of the Estate that constitutes
                           collateral;

                       (c) The property of the Estate that
                           constitutes collateral for that
                           Allowed Class 3A-E Claim will be
                           conveyed to the holder of the claim;

                       (d) A note secured by that Claimant's
                           collateral; or

                       (e) Other treatment as held by the Court
                           as equitable.

Class 4A-E     Each Allowed Class 4A-E Claimholder will have its
               claim reinstated.

Class 5A-E     Each Allowed Class 5A-E Claimholder will receive
               in full satisfaction, release and discharge of
               and in exchange for the allowed Prepetition
               Lender Secured Claims, a Pro Rata share of
               distribution.

Class 6A-E     Each Allowed Class 6A-E Claimholder will receive
               in full and final satisfaction, settlement, and
               discharge equal to:

                (i) 100% of its allowed Convenience Claim if
                    the Claim is equal to or less than $25,000;
                    or

               (ii) $25,000 if the holder's allowed Convenience
                     Claim is greater than $25,000 and the
                     holder of the Allowed Convenience Claim
                     elects to participate in the Allowed
                     Convenience Claims Class.

              In no event will the distributions under this
              Class exceed the aggregate amount of $250,000.

Class 7A-E     If the requisite holders of Allowed Class 7A-E
              General Unsecured Claims vote in favor of the
              Plan, each holder of an Allowed Unsecured Class
              will receive, in full and final satisfaction,
              settlement, release and discharge of its pro rata
              share of the General Unsecured Claim Distribution
              on account of their Allowed Prepetition Lender
              Deficiency Claims.

Class 8A-E    On the Effective Date, all interest in Propex will
              be cancelled and extinguished, and the holders of
              Allowed Interests will not receive or retain any
              distribution on account of the Allowed Interests.

               Unliquidated or Contingent Claims

William S. Brant, executive vice president and chief operating
officer of Propex, Inc., and Propex Holdings, Inc. relates that
pursuant to Section 502 of the Bankruptcy Code, any Claimant or
the Debtors may seek the estimation of any unliquidated claim or
contingent claim.

To the extent an unliquidated Claim or a contingent Claim is
estimated by a final order of the Court, it will receive the
treatment for the particular type of Claim.  Any unliquidated
Claim or contingent Claim will be treated as a Disputed Claim
until and unless it becomes an Allowed Claim pursuant to a final
Court order.

                         About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The Debtors have selected Edward L. Ripley, Esq.,
Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  The Official Committee of
Unsecured Creditors have tapped Ira S. Dizengoff, Esq., at Akin
Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel.

The Court extended the exclusive plan filing period of the Debtors
through Oct. 20, 2008, and their exclusive solicitation period
through Dec. 19, 2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of $562,700,000, and total debts of $551,700,000.

(Propex Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


PS RACQUET: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: PS Racquet Club Properties, LLC
        528 S. Plymouth
        Michael R. Muller
        Los Angeles, CA 90048

Bankruptcy Case No.: 08-28120

Chapter 11 Petition Date: October 28, 2008

Court: Central District of California (Los Angeles)

Judge: Sheri Bluebond

Debtor's Counsel: Carolyn A. Dye, Esq.
                  trustee@cadye.com
                  3435 Wilshire Blvd., Suite 1045
                  Los Angeles, CA 90010
                  Tel: (213) 368-5000

Total Assets: $42,610,500

Total Debts: $15,198,678

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Mueller Design Incorporated    -                 $560,680
6528 Orange Street, 2nd Floor
Los Angeles, CA 90048

HJH Construction               -                 $446,743
68895 Perez Road
Unit No. 9
Cathedral City, CA 92234

Michael Mueller                -                 $341,589
6528 Orange Street, 2nd Floor
Los Angeles, CA 90048

Van Scott Jones                -                 $341,589

Jandow USA, LLC                -                 $214,419

County of Riverside            -                 $156,063

Van Scott Jones                -                 $126,165

Michael Mueller                -                 $113,588

Pyrotech Fire Protection       -                 $43,691

Legacy Drywall, Inc.           -                 $43,379



AFS/IBEX Financial Services    -                 $39,878

Custom Cabinets by Mario       -                 $38,000

Vision Aluminum & Glass        -                 $28,000

LDI Mechanical                 -                 $27,000

Johnson's Shower Door          -                 $24,868

Emerald Roofing                -                 $21,024

Smith Tile & Stone             -                 $20,144

Venezia Concrete               -                 $19,448

Alvarez Contractors            -                 $14,400

A & A Bobcat Services          -                 $13,800


RADIO ONE: Moody's Reviewing Notes' Junk Ratings for Downgrade
--------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings of Radio One, Inc., and Cumulus Media Inc.

The rating actions were prompted by Moody's heightened concerns
that the radio broadcasting sector will likely face significant
revenue and cash flow deterioration due to the high probability of
further deterioration in the U.S. economy and its impact on
advertising revenue.

Moody's expects radio broadcasting revenues, which are highly
reliant on cyclical advertising, to come under increasing pressure
due to the slowdown in consumer spending, its adverse impact on
corporate profits and the resulting cutbacks in advertising and
marketing budgets by several industries. Moody's notes that the
primarily fixed cost base of most radio broadcasting companies
offers only limited avenues to reduce costs in a downturn. As a
result, risks associated with sharp revenue declines due to
curtailments in advertising budgets appear to far outweigh any
potential benefits from cost cuts implemented in an attempt to
mitigate the pressure.

Moody's expects the resultant cash flow declines to pressure
fundamental credit metrics, erode headroom under financial
maintenance covenants and cause liquidity pressure. While the sale
of assets can provide broadcasters with additional liquidity, in
our view, a sale of stations may be difficult and may take longer
to execute due to the current adverse credit environment and lack
of financing availability. Reduced access to capital markets will
also make it challenging for companies to refinance debt, raise
additional funding and remedy covenant (actual or potential)
problems.

In concluding the review of Cumulus' and Radio One's ratings,
Moody's will evaluate the companies' ability to achieve and/or
maintain credit metrics commensurate with their current ratings.
In addition, Moody's will also assess the companies' liquidity
position and ability to remain in compliance with their financial
maintenance covenants.

Ratings affected by the review are:

   Issuer - Radio One, Inc.

   * Corporate Family Rating -- B2

   * Probability-of-default rating -- B2

   * $500 million Secured revolver -- Ba3

   * $300 million Secured term loan -- Ba3

   * $200 million 6-3/8% senior subordinated notes -- Caa1

   * $300 million 8-7/8% senior subordinated notes -- Caa1

Radio One, Inc., headquartered in Lanham, Maryland is a radio
broadcaster that primarily targets African-American and urban
listeners. The company owns 52 radio stations located in 16 urban
markets in the U.S. Radio One also owns a publishing business,
interests in a cable/satellite network, REACH Media and Community
Connect Inc., an online social networking company. The company's
2007 revenues were approximately $330 million.

   Issuer - Cumulus Media Inc.

   * Corporate family rating -- B1

   * Probability-of-default rating -- B2

   * $100 Million Secured Revolver due 2012 -- B1

   * $750 Million Secured Term Loan due 2014 -- B1

Cumulus Media Inc., headquartered in Atlanta, Georgia is a radio
broadcaster that, upon completion of all pending acquisitions,
will own or operate (directly and through its investment in
Cumulus Media Partners, LLC) 340 radio stations in 66 markets.


RIVIERA HOLDINGS: Market Conditions Cue S&P to 'B' On Watch Neg
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating and 'BB-' secured debt rating for Riviera Holdings Corp. on
CreditWatch with negative implications.

"The CreditWatch listing reflects ongoing operating challenges in
the Las Vegas and Black Hawk, Colo. gaming markets, and our
expectation that these challenging conditions will persist through
at least the first half of 2009 as consumers continue to pull back
on discretionary spending in a challenging economic environment,"
said Standard & Poor's credit analyst Melissa Long.

On June 20, 2008, S&P revised its outlook on Riviera to negative,
citing that the combination of challenging operating conditions in
the company's markets, coupled with heightened capital spending,
could result in debt leverage (as measured by total adjusted debt
to EBITDA) rising to the mid- to high-6x area by the end of 2008.
Furthermore, S&P expected that the company could violate its 6.5x
leverage covenant (which is only measured in the event that
revolver borrowings exceed $2.5 million). The outlook revision
reflected S&P's expectation that the company would experience
operating trends that were modestly weaker than the first quarter
of 2008, and that this would persist for a few quarters. (In the
first quarter, net revenues and EBITDA fell by 7.8% and 17.1%,
respectively.)

S&P now believe that the economy is in a more sustained downturn
than S&P had factored in when it revised the outlook to negative
in June. Gaming revenues across the Las Vegas Strip have fallen
about 6.7% through August 2008. S&P believes that this level of
revenue deterioration will continue and may track slightly worse
in the remainder of the year. Furthermore, it is S&P's view that
Riviera's revenue and EBITDA declines will not likely moderate
over the near term. Revenue and EBITDA falling at current year to
date levels (11% and 25%, respectively) or worse would result in
leverage peaking well above the 6.5x leverage covenant in the
company's revolving credit agreement. This, in turn, would lead to
a strained liquidity position, as the company may be unable to
access more than $2.5 million of borrowings on its revolver.

In resolving the CreditWatch listing, S&P will reevaluate its
expectations for Riviera's operating performance over the next
four quarters as operating conditions in Las Vegas continue to
worsen. S&P will also assess management's plans to address the
company's liquidity position.


SANDISK CORP: S&P Revises Recovery Rating on Sr. Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
SanDisk Corp.'s $1.15 billion 1% senior unsecured convertible
notes. The notes are rated 'B' (the same as the company's
corporate credit rating) and the recovery rating has been revised
to '4' from '3', indicating the expectation for average (30% to
50%) recovery in event of a default.

"The change in the recovery rating reflects our outlook on SanDisk
and the effect of recent events on the company," noted Standard &
Poor's credit analyst Mr. Burian. "These factors led us to revise
our valuation approach for the company in the event of a default."
Recent events affecting SanDisk include the withdrawal of Samsung
Electronics Co. Ltd.'s (A/Stable/A-1) offer to acquire the
company, poor third-quarter results, and further near-term
difficulties.

The ratings on SanDisk Corp. reflect significant business risk
stemming from a narrow business profile, price volatility in the
NAND flash memory industry, and the substantial investment
required to maintain technology and cost leadership. Substantial
liquidity, stable royalty income streams, and the risk and cost-
sharing benefits of the company's manufacturing joint ventures
with Toshiba Corp. partly offset company business risks. For the
latest complete corporate credit rating rationale, see Standard &
Poor's research report on SanDisk dated Oct. 23, 2008.

Ratings List

                                          To        From
                                          --        ----
SanDisk Corp.
$1.15 bil. 1% sr unsecd convertible nts
  Recovery Rating                          4         3


SEACOAST EXPRESS: Hotel Sold to Robert Contreras for $2.95Mln
-------------------------------------------------------------
The Holiday Inn Express hotel, restaurant and marina were sold
last month, and renovations are ongoing, according to paperwork
filed in Fairhaven, Massachusetts, Charis Anderson of the
Standard-Times (Massachusetts) reported Friday.

Robert Contreras of New York purchased the property at 110 Middle
St. through Skipper Realty LLC for a sale price of $2.95 million,
according to a deed filed with the Bristol County Registry of
Deeds on Sept. 10.

The property has been caught up in bankruptcy proceedings since
September 2005, when its former operator, Southcoast Express,
filed for Chapter 11 bankruptcy protection.

John Aquino, the appointed Chapter 11 trustee, confirmed Tuesday
that the land and the buildings have been sold; the bankruptcy
estate will continue to operate the Holiday Inn Express until
April 2009, he said.

Based in Fairhaven, Massachusetts, Southcoast Express Inc. and its
debtor-affiliated, Sky View Lines LLC filed separate petitions for
Chapter 11 relief on Sept. 19, 2005 (Bankr. D. Mass. Case No. 05-
18685).  William J. Hanlon, Esq. At Seyfarth Shaw LLP, represented
the Debtors as counsel.  When the Debtors filed for protection
from their creditors, they both listed assets of $1 million to $10
million, and the same range of debts.


SILVER BOWL RESORT: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Silver Bowl RV Resort LLC
        1151 S. Buffalo, Suite 220
        Las Vegas, NV 89117

Bankruptcy Case No.: 08-22803

Chapter 11 Petition Date: October 29, 2008

Court: District of Nevada (Las Vegas)

Debtor's Counsel: Nancy L. Allf, Esq.
                  nancy_allf@gshllp.com
                  Gonzalez Saggio & Harlan, LLP
                  411 E. Bonneville, Suite 100
                  Las Vegas, NV 89101
                  Tel: (702) 366-1866
                  Fax: (702) 366-1945

Total Assets: $1,291,431

Total Debts: $9,443,850

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb08-22803


SIMTROL INC: Posts $821,740 Net Loss for September 2008
-------------------------------------------------------
Simtrol Inc. reported $821,740 net loss on total revenues of
$120,575 for the three months ended Sept. 30, 2008, compared to
$1,554,701 net loss on total revenues of $73,597 for the same
period a year ago.

The company's condensed consolidated balance sheet at Sept. 30,
2008, $2,541,752 in total assets and $522,996 in total liabilities
resulting in a $2,018,756 stockholders' equity.

                       Going Concern Doubt

Marcum & Kliegman LLP, in New York, expressed substantial doubt
about Simtrol 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 auditng firm reported that the
company has not achieved a sufficient level of revenues to support
its business and has suffered recurring losses from operations.

A full-text copy of the company's regulatory filing is available
for free at http://ResearchArchives.com/t/s?346e

                        About Simtrol Inc.

Headquartered in Norcross, Georgia, Simtrol Inc. (OTC BB: SMRL)
-- http://www.simtrol.com/- is a developer of software that
manages controllable devices such as display monitors, video
cameras, and medical equipment for diverse markets such as digital
signage, security and surveillance, and healthcare.


SM COLES: Files for Chapter 11 Protection
-----------------------------------------
Andrew Johnson at The Arizona Republic reports that SM Coles LLC
filed for Chapter 11 protection on Friday.

The Arizona Republic relates that through SM Coles is a limited
liability company that owns several of the late Phoenix lending
executive Scott Coles' properties.  The report says that
Mr. Coles, through SM Coles, owned all of the stock in Mortgages
Ltd.  SM Coles, according to property records, owns much of Mr.
Coles' personal and business-related real estate, including:

     -- Mortgages Ltd.'s headquarters at 4455 E. Camelback Road,

     -- Mortgages Ltd.'s former office building at 55 E. Thomas
        Road,

     -- a small office building and adjacent property on Central
        Avenue north of Indian School Road,

     -- a condominium at Esplanade Place and a home in the
        Biltmore Estates.

Court documents say that SM Coles has assets of $50 million to
$100 million and has $10 million to $50 million in liabilities.

The Arizona Republic states that after his death, Mr. Coles'
family retained Phoenix bankruptcy attorney Gerald Smith to take
over SM Coles and oversee Mr. Coles' estate.


SMART-TEK SOLUTIONS: Management Raises Going Concern Doubt
----------------------------------------------------------
Management of Smart-tek Solutions Inc. disclosed to the Securities
and Exchange Commission that the company incurred a net loss of
$3,059,625 and negative cash flow from operations of $173,564
during the year ended June 30, 2008, and had a working capital
deficiency of $1,246,306 and a stockholders? deficiency of
$792,248.  "These matters raise substantial doubt about its
ability to continue as a going concern.  Management believes that
actions are presently being taken to revise the company?s
operating results.  Management believes that the company will have
adequate cash to fund anticipated needs through
September 30, 2008, and beyond primarily as a result of our
contract backlog.  The accompanying consolidated financial
statements do not include any adjustments that might result from
the outcome of this uncertainty."

Management further stated that: "The company does not have any
significant available credit, bank financing or other external
sources of liquidity. Due to historical operating losses, the
company?s operations have not been a source of liquidity and the
company has satisfied its cash requirements through shareholder
loans and deferral of salary payments to its officers. In order to
obtain necessary capital, the company may need to sell additional
shares of its common stock or borrow funds from private lenders.
There is no assurance that the company will be able to secure
additional financing or that it can be secured at rates acceptable
to the company. In addition, should the company be required to
either issue stock for services or to secure equity funding, due
to the lack of liquidity in the market for the company?s stock
such financing would result in significant dilution to its
existing shareholders."

Smart-tek Solutions Inc.'s consolidated balance sheet at June 30,
2008, showed $1,382,720 in total assets and $2,174,968 in total
liabilities, resulting in a $792,248 total stockholders' deficit.
The company reported a net loss of $3,059,628, on total revenue of
$3,765,247, for the year ended June 30, 2008, compared with a net
loss of $419,688, on total revenue of $2,595,357, in the same
period last year.

A full-text copy of the company's Annual Report for the year ended
June 30, 2008, is available for free at:

               http://researcharchives.com/t/s?3476

                    About Smart-tek Solutions

Based in Reno, Nev., Smart-tek Solutions, Inc. (OTC BB: STTK) --
http://www.smart-teksolutions.com/-- through its subsidiary,
Smart-tek Communications Inc., engages in the design, sale,
installation, and service of electronic hardware and software
products in Canada.

John Kinross-Kennedy, in Irvine, Calif., expressed substantial
doubt about Smart-tek Solutions Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007.  The auditor pointed
to the company's net loss, negative cash flow from operations
during the year ended June 30, 2007, and working capital
deficiency and shareholders' deficiency at June 30, 2007.


STANDARD PACIFIC: Posts $369MM Net Loss for 3rd Quarter 2008
------------------------------------------------------------
Standard Pacific Corp. reported the company's unaudited 2008 third
quarter operating results.  The net loss for the quarter ended
Sept. 30, 2008, was  $368.8 million compared to a net loss of
$119.7 million in the year earlier period.   Homebuilding revenues
from continuing operations for the 2008 third quarter were $400.3
million versus $643.2 million last year.   The company's results
for the 2008 third quarter included pretax impairment charges of
$368.4 million.

The impairment charges consisted of:

   -- $209.2 million related to ongoing consolidated real estate
      inventories;

   -- $58.0 million related to land sold or held for sale;

   -- $92.2 million related to the company's share of joint
      venture impairment charges; and

   -- $8.9 million related to land deposit and capitalized
      preacquisition cost write-offs for abandoned projects.

In addition, the 2008 third quarter operating results also
included a noncash charge related to a net increase in the
company's deferred tax asset valuation allowance of
$134.1 million.  Excluding these charges, the company generated a
loss of $9.7 million.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $2.6 billion, total liabilities of $1.9 billion and
shareholders' equity of $788.1 million.

A full-text copy of the company's financial report is available
for free at http://ResearchArchives.com/t/s?347d

                   About Standard Pacific Corp.

Headquartered in Irvine, California, Standard Pacific Corp. (NYSE:
SPF) -- http://www.standardpacifichomes.com/-- operates in many
of the largest housing markets in the country with operations in
major metropolitan areas in California, Florida, Arizona, the
Carolinas, Texas, Colorado and Nevada.  The company also provides
mortgage financing and title services to its homebuyers through
its subsidiaries and joint ventures, Standard Pacific Mortgage
Inc., SPH Home Mortgage and SPH Title.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 27, 2008,
Fitch Ratings has affirmed and removed Standard Pacific Corp.'s
Issuer Default and outstanding debt ratings from Rating Watch
Negative as: (i) IDR at 'B-'; (ii) secured borrowings under bank
revolving credit facility at 'BB-/RR1'; (iii) unsecured borrowings
under bank revolving credit facility at 'B-/RR4'; (iv) senior
unsecured at 'B-/RR4'; and (v) senior subordinated debt at
'CCC/RR6'.  Standard Pacific's outlook is stable.


SUN-TIMES MEDIA: Amends Compensation Pact with President and CEO
----------------------------------------------------------------
Sun-Times Media Group, Inc., entered into an amendment regarding
the compensation arrangements of Cyrus F. Freidheim, Jr., the
company's president and chief executive officer.  The changes
served to restore Mr. Freidheim's disclosed severance benefit,
which had expired on Dec. 31, 2007.

In addition, the changes provide that in the event of a
reorganization, recapitalization or other transaction which
constitutes a "Rule 13e-3 Transaction" under Rule 13e-3 of the
Securities Exchange Act of 1934 and does not otherwise constitute
a change of control, Mr. Freidheim's long-term incentive awards
would nevertheless immediately vest and become immediately
payable.

The changes also provide for gross up protection in the event
Mr. Freidheim becomes subject to the 20% excise tax imposed under
Section 4999 of the Internal Revenue Code.  In addition, the
changes provide that Mr. Freidheim will be subject to non-compete
and non-solicitation provisions for six months after his
termination date.

The changes also provide that if the company reduces Mr.
Freidheim's annual base salary or his target bonus opportunity
without his prior written consent, he may voluntarily terminate
his employment with the company and such termination would be
deemed an involuntary termination by the company without cause,
entitling Mr. Freidheim to the benefits.

                       About Sun-Times Media

Headquartered in Chicago, Sun-Times Media Group Inc. (NYSE: SVN) -
- http://www.thesuntimesgroup.com/-- is a newspaper publisher.
Its media properties include the Chicago Sun-Times and
Suntimes.com as well as newspapers and Web sites serving more than
200 communities throughout the Chicago area.

The Troubled Company Reporter reported on Aug. 14, 2008, that at
June 30, 2008, Sun-Times Media Group Inc.'s consolidated balance
sheet showed $721.2 million in total assets and $870.8 million in
total liabilities, resulting in a roughly $149.5 million
stockholders' deficit.  The company reported a net loss in the
second quarter of 2008 of $37.8 million, versus net income of
$528.0 million in the same period in 2007.

On Aug. 1, 2007, Hollinger Inc. -- http://www.hollingerinc.com/--
which owns approximately 70.0% voting and 19.7% equity interest in
Sun-Times Media Group Inc., along with two affiliates, 4322525
Canada Inc. and Sugra Limited, filed separate Chapter 15 petitions
(Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  Hollinger
also initiated Court-supervised restructuring under the Companies'
Creditors Arrangement Act (Canada) on the same day.


TRUMP ENTERTAINMENT: Amends Sale Agreement with Coastal Marina
--------------------------------------------------------------
Trump Entertainment Resorts, Inc. and Coastal Marina, LLC, an
affiliate of Coastal Development, LLC, have amended the Asset
Purchase Agreement for Trump Marina Hotel Casino.

On May 28, 2008, the Parties entered into a definitive agreement
for Coastal Marina to purchase Trump Marina.  Under the terms of
the amendment to the Asset Purchase Agreement, the Oct. 28, 2008,
deadline for Coastal Marina to provide financing commitments to
Trump Entertainment Resorts has been waived.

The amended agreement establishes a definitive purchase price of
$270 million with no reduction based on performance and stipulates
that Trump Entertainment Resorts may terminate the agreement if
the transaction does not close on or prior to
May 28, 2009, unless extended for no more than 60 days to obtain
regulatory approval if all other closing conditions have been met.

Additionally, the purchase deposit paid to Trump Entertainment
Resorts by Coastal Marina has been increased pursuant to the
amendment from $15 million to $17 million, and the original
$15 million held in escrow will be released immediately to Trump
Entertainment Resorts.  The Parties are pursuing discussions
to allow Coastal Marina to begin construction, prior to the
closing of the transaction, on certain key components of the
overall Margaritaville retheming project, provided adequate
measures are implemented to ensure the completion of the
construction.

The agreement is subject to certain regulatory and customary
closing conditions.

                  About Coastal Development, LLC

Coastal Development, LLC is a privately held company based in
New York City that specializes in developing resort destinations,
luxury hotels and gaming facilities.  Coastal Development, LLC was
the co-developer of the Hard Rock Hotels and Casinos in Hollywood
and Tampa, Florida. A n affiliate of Coastal Development, LLC is
also the largest shareholder of Suffolk Downs racetrack in Boston,
Massachusetts.

              About Trump Entertainment Resorts Inc.

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/--  owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

                            *     *     *

Trump Entertainment Resorts Inc.'s 8-1/2% senior secured notes due
2015 carry Moody's Investors Service's Caa1 rating which was
placed in April 2008 and Standard & Poor's CCC+ rating which was
placed in May 2008.


TRUMP ENTERTAINMENT: Pride Capital Sells 802,600 Shares
-------------------------------------------------------
Prides Capital Partners, L.L.C., the beneficial owner of 1,044,069
shares or 3.3% of Trump Entertainment Resorts, Inc.'s stock,
disclosed that Kevin A. Richardson, II, Henry J. Lawlor, Jr.,
Murray A. Indick, Charles E. McCarthy sold these shares of common
stock in the open market:

   -- On Oct. 23, 2008, they sold 790,600 shares for $0.64 per
      share; and

   -- On Oct. 24, 2008, they sold 12,000 shares for $0.60 per
      share.

Additionally, on Oct. 29, 2008, Prides Capital and the Trustee
amended the trust agreement to Schedule 13D filed by the Reporting
Persons on Dec. 23, 2005.  The amendment permits the Trustee to
dispose of or sell the shares of common stock held by the Trust
without regard to market price.  No other changes were made to the
trust agreement.

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/--  owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

                            *     *     *

Trump Entertainment Resorts Inc.'s 8-1/2% senior secured notes
due 2015 carry Moody's Investors Service's Caa1 rating which was
placed in April 2008 and Standard & Poor's CCC+ rating which was
placed in May 2008.


USG CORP: GTL Secures $90M Loan Facility from DVB Bank
------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Richard Fleming, executive vice president and chief
financial officer of USG Corporation, disclosed that its wholly
owned subsidiary, Gypsum Transportation Limited, signed a $90
million secured loan facility agreement dated October 21, 2008
with and DVB Bank SE.

USG Corp. is the guarantor of the secured loan facility.

The Secured Loan Facility Agreement provides for two separate
advances to GTL in amounts not exceeding (i) the lesser of
$40 million and 50% of the market value of GTL's ship, the Gypsum
Centennial and (ii) the lesser of $50 million and 50% of the
market value of GTL's ship, the Gypsum Integrity, that is
currently under construction and expected to be delivered in
December.

Gypsum Centennial is currently expected to be about $28.7 million
and may be drawn at any time on or before Dec. 31.  Meanwhile,
Gypsum Integrity may be drawn up until March 31, 2009 following
delivery of the Gypsum Integrity to GTL, according to Mr. Fleming.

Under the Secured Loan Facility Agreement, advances bear interest
at a floating rate based on LIBOR plus a margin of 1.65%.  The
Secured Loan Facility Agreement also contains representations and
warranties that are customary for ship mortgage financings.
"The representations and warranties must be remade at the time of
each advance and, with certain exceptions, at every interest
payment date," Mr. Fleming said.

The Secured Loan Facility Agreement contains usual and customary
affirmative and negative covenants affecting GTL, including
financial covenants requiring it to maintain or not exceed
specified levels of net worth, borrowings to net worth, cash
reserves and EBITDA to debt service.  It also contains certain
customary events of default, including:

  * the failure to make required payments;
  * material breaches of representations or warranties;
  * the failure to observe certain covenants or agreements;
  * the failure to pay or default of certain other indebtedness;
  * the failure to maintain the guarantee;
  * certain adverse material monetary judgments;
  * bankruptcy and insolvency; and
  * a change of control of GTL or USG.

Borrowings under the Secured Loan Facility Agreement are subject
to acceleration upon the occurrence of events of default.

A full-text-copy of the Secured Loan Facility Agreement is
available for free at the SEC site:

            http://ResearchArchives.com/t/s?3470

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they listed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

                     *     *     *

As reported in the Troubled Company Reporter on Feb. 29, 2008,
Moody's Investors Service downgraded the debt ratings of USG to
Ba2 reflecting the ongoing pressure on the company's financial
performance caused by the sharp contraction in the new home
construction market.  At the same time a corporate family rating
of Ba2 and a speculative grade rating of SGL-2 were assigned.  The
ratings outlook is negative.

As reported by the TCR on Feb. 1, 2008, USG reported fourth
quarter 2007 net sales of $1.2 billion and a net loss of
$28 million.

As reported by the TCR on March 12, 2008, Standard & Poor's
Ratings Services affirmed its ratings for USG Corp., including its
'BB+' corporate credit and senior unsecured debt ratings.  All
ratings were removed from CreditWatch, where they were placed with
negative implications on Jan. 30, 2008.  The outlook is negative.


VALCOM INC: Auditor Raises Substantial Doubt
--------------------------------------------
Moore & Associates Chartered of Las Vegas, Nevada, in a letter to
the Board of Directors of Valcom, Inc., on October 8, 2008,
disclosed that it audited the financial statements as of September
30, 2007, and September 30, 2006.

The firm noted that the company has an accumulated deficit of
$17,299,290 as of September 30, 2007, which raises substantial
doubt about its ability to continue as a going concern.

The company said it has not yet established an ongoing source of
revenues sufficient to cover its operating costs and allow it to
continue as a going concern.  Historically, the company has
incurred significant annual losses.  The ability of the company to
continue as a going concern is dependent on the company increasing
sales to the point it becomes profitable.

The company may need to raise additional capital for marketing to
increase its sales.  If the company is unable to increase sales
sufficiently or obtain adequate capital, it could be forced to
cease operation.  The accompanying financial statements do not
include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and
classification of liabilities that might result from the outcome
of this uncertainty.

Management plans to increase sales by increasing its marketing
program and to obtain additional capital from the private
placement of shares of its common stock.  However, management
cannot provide any assurances that the company will be successful
in accomplishing any of its plans.

As of Sept. 30, 2007, the company's balance sheet showed total
current assets of $179,254 and total current liabilities of
$3,662,205; total assets of $1,439,467, total liabilities of
$3,662,205, and total stockholders' deficit of $2,222,738.

A full-text copy of the company's Annual Report for the year ended
September 30, 2007, is available for free at:

          http://researcharchives.com/t/s?3475

                          About ValCom

Based in Los Angeles, California, ValCom Inc. (PNK: VLCO) --
http://www.valcom.com/-- leases sound and production stages and
produce films and TV programs.  It engages in studio rental; film,
television, and animation production; and broadcast television
businesses.

The Debtor filed voluntary petitions for reorganization under
Chapter 11 on July 16, 2007 (Bankr. C.D. Calif. Case No. 07-
15984).  Joseph L. Pittera, Esq., represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets and debts between $1 million and $100 million.





VALUE CITY: Faces WARN Lawsuit; Employees Seek 60 Days' Pay
------------------------------------------------------------
Value City Holdings Inc.'s employees filed a lawsuit in the
United States Bankruptcy Court for the Southern District of New
York against the company over failure to give 60 days' notice
before laying off workers in accordance with the Ohio's Workers
Adjustment Retraining Notification Act, various sources report.
Sources say the lawsuit is seeking 60 days' back pay and benefits.

Headquartered in Columbus, Ohio, Value City Holdings Inc. --
http://www.valuecity.com/-- operates a chain of department
stores.  The company and eight of its affiliates filed for Chapter
11 protection on October 26, 2008 (Bankr. S.D. N.Y. Lead Case No.
08-14197).  John C. Longmire, Esq., at Willkie Farr & Gallaghar
LLP represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they listed
assets and debts between $100 million and $500 million each.


VERASUN ENERGY: Moody's Cuts Probability of Default Rating to D
---------------------------------------------------------------
Moody's Investors Service downgraded VeraSun Energy Corporation's
Corporate Family Rating to Ca from Caa3 and Probability of Default
Rating to D from Caa3, following the company's announcement that
it has filed voluntary petitions under Chapter 11 of the United
States Bankruptcy Code with the United States Bankruptcy Court for
the District of Delaware. The ratings on the company's debt issues
were also downgraded. The ratings will be withdrawn in the near
future due to the bankruptcy. The following summarizes the ratings
changes:

VeraSun Energy Corporation

   Ratings downgraded:

   * Corporate Family Rating -- Ca (from Caa3)

   * Probability of Default Rating -- D (from Caa3)

   * $210 million senior secured notes due 2012 -- Caa2
     (LGD2, 27%) from Caa1 (LGD2, 27%)

   * $450 million senior unsecured notes due 2017 -- C
     (LGD5, 77%) from Ca (LGD5, 77%)

   Rating affirmed:

   * Speculative grade liquidity rating -- SGL4

VeraSun Energy Corporation, headquartered in Sioux Falls, South
Dakota, is a producer of ethanol in the United States with 14
facilities having a production capacity totaling 1,420 million
gallons per year (MGPY), one of which was idled in October 2008.
It has two additional ethanol plants originally due for start up
in 2008, which, if started, will bring total capacity to 1,640
MGPY. The firm acquired US BioEnergy Corporation in April 2008 in
a stock deal. Revenues for the LTM ended June 30, 2008, which do
not reflect the full year operations of all of VeraSun's plants,
were approximately $2.1 billion.


VERASUN ENERGY: Bankruptcy Filing Cues S&P to Cut Ratings to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on ethanol producer VeraSun Energy Corp. and the
rating on its $210 million senior secured notes due 2012 to 'D'
from 'B-'. S&P also lowered the rating on the company's $450
million senior unsecured notes due 2017 to 'D' from 'CCC'. All
ratings were previously on CreditWatch with negative implications.
S&P are currently reviewing the recovery ratings on VeraSun's
senior secured and unsecured notes.

The downgrade reflects VeraSun's Oct. 31, 2008 announcement that
it and 24 of its subsidiaries are voluntarily filing for Chapter
11 bankruptcy protection. At this time, VeraSun has not defaulted
on its obligations under the senior secured and unsecured notes.

"We expect that VeraSun is unlikely to meet these future
obligations, including a $31.5 million interest payment on senior
debt in December, and will need to complete a distressed exchange
offer whereby it will restructure some or all of its debt
issuances," said Standard & Poor's credit analyst Mark Habib.

VeraSun's announcement cited severe liquidity constraints caused
by third-quarter losses on its hedging and procurement
arrangements, unfavorable margins, poor conditions in the capital
markets, and tightening trade credit. S&P noted each of these
factors in S&P's previous analysis. However, although management
confirmed receiving $33 million in tax refunds and clearing most
of its backlogged accounts receivable balance, liquidity did not
improve due to a further deterioration of margins. Our prior
analysis assumed that VeraSun would continue to realize ethanol
prices correlated to Mid-West rack prices, but ethanol prices at
VeraSun's primary sales points (the coastal hubs) began to diverge
starting in the third quarter. Coastal hub prices fell to below $2
from $3 per gallon while Mid-West rack prices have remained around
$2.50 per gallon.

Although Chicago Board of Trade corn prices decreased
substantially during the same period, crush spreads (the price of
a gallon of ethanol less corn and natural gas input costs) for
coastal sellers have compressed. In addition, VeraSun still has a
portion of its fourth quarter corn supply fixed above $5 per
bushel, further shrinking its crush spread.


VISTEON CORP: September 30 Balance Sheet Upside Down by $530 Mln.
-----------------------------------------------------------------
Visteon Corporation's balance sheet at Sept. 30, 2008, showed
total assets of $5.9 billion and total liabilities of
$6.4 billion, resulting in shareholders' deficit of roughly
$530 million.

The company disclosed third quarter 2008 results, reporting a net
loss of $188 million on total sales of $2.11 billion.  For third
quarter 2007, Visteon reported a net loss of $109 million on sales
of $2.55 billion.  Third quarter 2008 product sales declined by
$400 million from the same period a year ago, reflecting the
impact of lower customer production volumes and plant closures and
divestitures.

Recent additional restructuring actions included the:

   -- In August, Visteon completed the sale of its interiors
      operations conducted at its Halewood, England, facility
      to International Automotive Components Group Limited
      Europe.  The Halewood facility is dedicated to the
      assembly and sequencing of cockpit systems and consoles to
      Jaguar Land Rover's Halewood operation. Visteon's Halewood
      facility had 2007 sales of approximately $150 million and
      operated on close to a break-even basis.  The nearly
      150 employees at the facility were also transferred to IAC
      Europe.

   -- Visteon reduced hourly and salaried headcount at its
      facilities in Mexico.  These reductions resulted from
      operating efficiencies and aligning headcount with lower
      North American production levels.  Approximately 880
      employees have been separated and Visteon has recorded
      $8 million of restructuring charges, all of which are
      eligible for reimbursement from the restructuring escrow
      account.

   -- In addition, Visteon reduced its worldwide hourly
      workforce by approximately 1,200 during the third quarter.

   -- Visteon implemented a number of programs to reduce its
      worldwide salaried workforce by more than 800 positions.
      In connection with these reduction programs, Visteon
      recorded charges of $25 million during the third quarter
      and expects total charges related to these programs to be
      approximately $60 million.  The remaining charges, which
      will be recognized over the coming months, are eligible for
      reimbursement from the escrow account.  During the third
      quarter, about 150 employees were separated from the
      company, and nearly all of the remaining affected employees
      are expected to depart the company by the end of the first
      quarter 2009.  Visteon expects to realize more than
      $60 million of total annual savings from these actions.

   -- In October, the company amended its other post-retirement
      employee benefits for certain former employees at two U.S.
      facilities that were closed in the past year.  Visteon
      eliminated company-sponsored prescription drug benefits
      for the plants' Medicare-eligible retirees, spouses and
      dependents effective Jan. 1, 2009.  This revision, combined
      with the contract that was ratified by the union
      representing hourly workers at Visteon's Pennsylvania
      facility, is expected to reduce OPEB liabilities by nearly
      $100 million.  Additionally, the company expects to
      recognize a gain of $15 million in fourth quarter 2008
      related to the curtailment of future benefit eligibility.

                     Nine Month 2008 Results

Visteon reported a net loss of $335 million for the first nine
months of 2008, compared with a net loss of $329 million for the
same period a year ago.  First nine month results for 2008
included $117 million of restructuring expenses and $81 million of
reimbursements from the escrow account, and $70 million of asset
impairments and loss on divestitures.  The company's provision for
income taxes totaled $131 million for the first nine months of
2008, an increase of $66 million from the same period a year ago.

For the first nine months of 2008, sales from continuing
operations were $7.88 billion, including $7.53 billion of product
sales.  Product sales decreased $471 million from the first nine
months of 2007, as divestitures and closures of approximately
$800 million and volume and sourcing of approximately $105 million
were partially offset by nearly $420 million of favorable foreign
currency.  Services revenue for the first nine months of
$345 million decreased $62 million from the same period in 2007.

Product gross margin for the first nine months of 2008 was
$466 million, increasing $100 million from the same period a
year ago.  This increase reflects positive net cost performance
and favorable currency, partially offset by the impact of lower
production volumes and plant closures and divestitures.

                      Cash Flow and Liquidity

Cash used by operating activities totaled $160 million for third
quarter 2008, compared with $53 million for the same period a year
ago.  Capital expenditures were $76 million for the quarter,
compared with $88 million in third quarter 2007. Free cash flow
was negative $236 million for third quarter 2008, compared with
negative $141 million for the same period in 2007.

Visteon used $153 million of cash from operations for the first
nine months of 2008, compared with $38 million for the first nine
months of 2007.  Capital expenditures of $230 million through
Sept. 30, 2008, were $2 million lower than in the first nine
months of 2007.  For the first nine months of 2008, free cash flow
was a use of $383 million, compared with a use of $270 million for
the same period a year ago.

As of Sept. 30, 2008, Visteon had cash balances totaling
$1.13 billion and total debt of $2.59 billion.  Additionally, no
amounts were drawn on the company's asset-based U.S. revolving
credit facility.  Letters of credit issued under this facility
totaled $55 million, leaving an additional $170 million of
availability as of Sept. 30, 2008.  Additionally, the company had
availability under its European receivables securitization
facility of $114 million, of which $93 million was outstanding.
The European receivables securitization facility was amended as of
Oct. 30, 2008, to provide for both additional availability and
flexibility under the structure.

A full-text copy of the company's 10-Q filing with the Securities
and Exchange Commission is available for free at
http://ResearchArchives.com/t/s?347e

                     About Visteon Corporation

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company also has corporate offices
in Shanghai, China; and Kerpen, Germany; the company has
facilities in 26 countries and employs approximately 38,500
people.

Visteon Corporation's consolidated balance sheet at June 30, 2008,
showed $7.02 billion in total assets, $6.93 billion in total
liabilities, and $295.0 million in minority interests, resulting
in a $207.0 million stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 21, 2008,
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.

Fitch Ratings has affirmed Visteon Corporation's ratings as: (i)
issuer default rating (IDR) at 'CCC'; (ii) senior secured bank
facilities at 'B/RR1'; and (iii) unsecured notes at 'CC/RR6'.
Fitch has also assigned a rating of 'CC/RR6' to Visteon's new
12.25% senior unsecured notes being issued as part of the
company's debt exchange offer. The ratings cover approximately
$2.8 billion in debt.  The rating outlook is negative.


VITRO SAB: Fitch Downgrades IDR to 'B-'; Remains on Watch Neg
-------------------------------------------------------------
Fitch Ratings has downgraded these ratings for Vitro, S.A.B. de
C.V. (Vitro):

   -- Foreign currency Issuer Default Rating (IDR) to 'B-' from
      'B';

   -- Local currency IDR to 'B-' from 'B';

   -- US$300 million senior notes due 2012 to 'B-/RR4' from
      'B+/RR3';

   -- US$225 million senior notes due 2013 to 'B-/RR4' from
      'B+/RR3';

   -- US$700 million senior notes due 2017 to 'B-/RR4' from
      'B+/RR3'.

Fitch has also downgraded these national scale ratings of Vitro:

   -- National scale long term rating to 'BB(mex)' from 'BBB-
      (mex)';

   -- Certificados Bursatiles issuances due 2008, 2009 and 2011 to
      'BB(mex)' from 'BBB-(mex)'.

All ratings remain on Rating Watch Negative.

The rating downgrades reflect Vitro's expected increase in
leverage due to the unwinding of its derivative contracts.
Leverage is expected to rise above 4.5 times (x) from 3.9x, which
is no longer consistent with the previous rating category.  The
downgrades also consider the potential additional pressure on the
company's liquidity associated with its derivative positions.  The
rating actions anticipate the company will have to restore
liquidity through several transactions; failure to complete these
transactions could limit its financial flexibility to serve near-
term obligations.  The Rating Watch Negative reflects Vitro's weak
liquidity position as well as the difficulty in attaining
financing during this period of financial turmoil.  As of
Sept. 30, 2008, the company had unrestricted cash balances of
approximately US$72 million and had short-term debt of
US$158 million.

In addition, Vitro continues facing a challenging operating
environment due to reductions in economic growth in Mexico and
other regions where the company has a presence.

Vitro is the leading producer of flat glass and glass containers
in Mexico, serving the construction, automotive, beverage, retail,
and service industries.  Vitro exports products to more than 50
countries.  During the last 12 months ended Sept. 30, 2008, Vitro
had sales of US$2.7 billion, EBITDA of US$371 million, exports of
US$636 million and foreign sales by subsidiaries of
US$917 million.


WHITEHALL JEWELERS: Liquidating $500MM Jewelry; Will Close Stores
-----------------------------------------------------------------
Whitehall Jewelers Holdings Inc. posted on its Web site that it is
liquidating its jewelry, worth an estimated $500 million, at 50 to
70 percent off.

Angelique Soenarie at The Arizona Republic reports that Whitehall
Jewelers will close its stores.  According to Whitehall Jewelers'
Web site, about 375 stores are using the Whitehall and Lundstrom
names nationwide, including 12 stores in Arizona.

According to The Arizona Republic, managers at the stores said
that it was unclear when their last day in business would be.  The
report quoted Elsa Barreno, a manager from the Yuma store, as
saying, "We don't know.  It depends on the Bankruptcy Court.  They
don't let the employees know.  They've been closing stores
already."

                    About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings
Inc. -- http://www.whitehalljewellers.com/-- owns and operates
375 stores jewelry stores in 39 states.  The company operates
stores in regional and regional shopping malls under the brand
names Whitehall Jewellers, Marks Bros.  Jewellers and Lundstrom
Jewellers.  The Debtors' retail stores operate under the names
Whitehall (271 locations), Lundstrom (24 locations), Friedman's
(56 locations, and Crescent (22 locations).  As of June 23, 2008,
the Debtors have about 2,852 workers.

The company and its affiliates, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, represent the Debtors in their restructuring efforts.
Epiq Bankruptcy Solutions LLC is their claims, noticing and
balloting agent.

When the Debtors filed for protection against their creditors,
they listed total assets of $207,100,000 and total debts of
$185,400,000.


WORLDSPACE INC: Gets Initial OK to Borrow $6.5MM from Citadel
-------------------------------------------------------------
The Hon. Peter J. Walsh of the United States Bankruptcy Court for
the District of Delaware authorized WorldSpace Inc. and its
debtor-affiliates to obtain, on an interim basis, up to
$6.5 million in postpetition financing ?- inclusive of the
$2 million emergency financing -- from a syndicate of financial
institution including Citadel Energy Holdings LLC, Highbridge
International LLC, OZ Master Fund Ltd., and AG Offshore
Convertibles Ltd under a secured superpriority priming debtor-in-
possession facility agreement dated Oct. 17, 2008.

Judge Walsh also authorized the Debtors to access cash collateral
securing repayment of secured loans to the lender in accordance
with the DIP budget.

A hearing is set for Nov. 10, 2008, at 2:00 p.m., to consider
final approval of the Debtors' request.  Objections, if any, are
due Nov. 4, 2008, by 4:00 p.m.

The Debtor said they need access to cash to meet their ongoing
liquidity needs.  Other than de minimis amounts of cash remaining
from the emergency fund, the Debtors do not have any available
sources of funds.  The Debtors argued that they have an urgent
need for additional working capital to continue their operations
and to facilitate a sale of their estate.

The proceeds of the loan will be used to pay specific asset
preservation disbursements limited to:

  a) regional operating centers in Silver Spring and Melbourne,
     BOCs in London, Johannesburg and Singapore, TCR facilities
     in
     Bangalore, Mauritius and Melbourne, satellite storage,
     insurance for satellites and related facilities and other
     fees including orbit support and license fees;

  b) pay specific payroll disbursements for the CRO, certain
     essential non-ROC employees, employees in Australia,
     Singapore, UK and South Africa;

  c) pay certain agreed expenses for certain critical vendors;
     and

  d) pay Chapter 11 and restructuring related costs and
     professionals fees.

The lenders agreed to provide to the Debtors, on a final basis, up
to $13 million in financing that matures 90 days after their
bankruptcy filing.  The facility will incur interest at LIBOR plus
2%, with a LIBOR minimum of 3.5%.

The facility is subject to carve-outs for payment of statutory
fees payable to the U.S. Trustee and allowed fees and expenses of
professionals retained by the Debtors and any committee.  There is
a $150,000 carve-out in the aggregate for payment to allowed fees
and expenses of professional advisors employed by the Debtors.

The DIP loan contains customary and appropriate events of default
including, among other things, failure to pay interest, principal
and fees when they became due.

To secure their DIP obligations, the lenders will be granted
superpriority administrative expense status over all and any
administrative expense and unsecured claims against the Debtors.

A full-text copy of the Debtors' DIP budget is available for free
at http://ResearchArchives.com/t/s?3479

A full-text copy of the Debtors and lenders' secured superpriority
priming debtor-in-possesion facility agreement is available for
free at  http://ResearchArchives.com/t/s?347b

                         About WorldSpace

WorldSpace, Inc. (WSI) -- http://www.1worldspace.com/-- was
organized on July 29, 1990, and incorporated in the State of
Maryland on November 5, 1990. WorldSpace, Inc. and subsidiaries is
engaged in the design, development, construction, deployment and
financing of a satellite-based radio and data broadcasting
service, which serve areas of the world where traditional
broadcast media or internet services are limited. The Company,
which operates in 10 countries, has one satellite in orbit over
Africa, another over Asia and a completed third satellite
currently in storage. This satellite, which can be used to replace
either of the company's two operational satellites may also be
modified and launched to provide DARS in Western Europe.  The
Debtor and two of its affiliates filed for Chapter 11 bankruptcy
protection on Oct. 17, 2008 (Bankr. D.Del., Case No. 08-12412 -08-
12414).  Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, and Shearman & Sterling LLP, are the Debtors' counsel.

The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  The Committee selects
Elliot Greenleaf as its counsel. When the Debtors filed for
bankruptcy, they listed total assets of $307,382,000 and total
debts of $2,122,904,000.


* Fitch Puts 4 CMBS Deals on Watch Due to Mervyns Bankruptcy
------------------------------------------------------------
Fitch Rating places these commercial mortgage backed securities
(CMBS) classes on Rating Watch Negative:

Bear Stearns 2001-TOP2:
   -- $6.3 million class H 'BB';
   -- $7.5 million class J 'BB-';
   -- $3.8 million class K 'B-';
   -- $5 million class L 'B-'.

Bear Stearns 2006-TOP22:
   -- $10.7 million class J 'BB+';
   -- $2.1 million class K 'BB';
   -- $6.4 million class L 'BB-';
   -- $2.1 million class M 'B+';
   -- $2.1 million class N 'B';
   -- $4.3 million class O 'B-'.

COMM 2005-FL11:
   -- $35.6 million class J at 'A-';
   -- $37.7 million class K at 'BBB';
   -- $31.4 million class L at 'BBB-'.

GMAC 2006-C1:
   -- $19.1 million class G 'BBB+';
   -- $19.1 million class H 'BBB';
   -- $23.3 million class J 'BBB-';
   -- $6.4 million class K 'BB+';
   -- $6.4 million class L 'BB';
   -- $8.5 million class M 'BB-';
   -- $2.1 million class N 'B+';
   -- $4.2 million class O 'B';
   -- $6.4 million class P 'B-'.

The Rating Watch Negative placements are the result of the recent
bankruptcy filing of Mervyns.  Fitch identified $1.3 billion of
U.S. CMBS loans with exposure to Mervyns as a tenant or shadow
anchor.  The following transactions were identified as having
potential credit impairments based on a hypothetical liquidation
scenario of Mervyns assets.

Bear Stearns 2001-TOP2 contains a 210,258 square foot (sf) retail
center located in San Jose, CA.  Mervyns occupied 42.1% of the net
rentable area and pays 19.1% of total rents.  The most recent
servicer reported occupancy is 98.8% and debt service coverage as
of year-end 2007 was 1.76 times (x).  The loan is scheduled to
mature in December 2010 and has a 7.88% coupon.

Bear Stearns 2006-TOP22 contains a shadow rated Mervyns Portfolio
(3.6%) secured by 25 cross-collateralized and cross-defaulted
retail properties totaling 1.9 million sf in CA (23) and TX (two).
The whole loan is composed of two pari passu participations: the A
note included in this transaction and the B note included in MSCI
2005-TOP21 which is not rated by Fitch.  The borrower has
established and funded a seven-month debt service reserve with the
servicer.
COMM 2005-FL11 and GMAC 2006-C1 contain pari passu participations
corresponding to a shadow rated DDR/Macquarie Mervyn's Portfolio.
The whole loan is separated into three pari passu notes, including
the fixed-rate A-1 note ($106.3 million) securitized in the GE
2005-C4 transaction, the fixed-rate A-2 note ($106.3 million)
securitized in GMAC 2006-C1 transaction and the floating-rate A-3
note ($45.9 million) securitized in the COMM 2005-FL11
transaction.  Fitch rates the GMAC 2006-C1 and COMM 2005-FL11
transactions.  The fixed-rate notes have maturity dates of Oct. 1,
2010, while the floating-rate note had an initial maturity date of
Oct. 1, 2007, and is in the final approval stages for its second
extension option with an expiration date of
Oct. 1, 2009.

The single tenanted properties are located in California (23),
Nevada (5), Arizona (5) and Texas (1), with the majority of the
2.6 million sf located in shopping centers and malls. In its
initial shadow rating analysis, Fitch utilized a dark value
analysis.  Fitch has reviewed the assumptions in its dark value
analysis, including the assumed market rent of the re-let square
footage, the costs to carry the properties through stabilization
and the overall capitalization rate.  The current analysis takes
into account the markets where the properties are located and the
property type, in addition to the economic and retail sector
outlooks.  Mervyns continues to pay its contractual rent and the
loan is current.  The sponsors are Developers Diversified Realty
Corporation and Macquarie DDR Trust.

Classes FNB-1, FNB-2, and FNB-3 of the GMAC 2006-C1 transaction
remain on Rating Watch Negative due to an unrelated decline in
performance since issuance at the First National Bank Center.


* Fitch Says U.S. Timeshare ABS Y-O-Y Defaults Up Significantly
---------------------------------------------------------------
Total monthly delinquencies and defaults on U.S. timeshare ABS
continued to rise through the third quarter of 2008, according to
the latest timeshare ABS index from Fitch Ratings.

After showing some initial resistance to the U.S. economic
slowdown through 1Q'08, timeshare performance has declined notably
over the past six months, with total delinquencies surging to
4.12% in September (up 34% from 3.07% for the same period in
2007), and monthly gross defaults reaching an all-time high of
.67% in September (up 52% from .44% for the same month last year),
according to Managing Director John Bella.

'Delinquencies and defaults will likely continue to trend upward
as the winter performance deterioration typical of timeshare ABS
takes hold and the unemployment level increases,' said Mr. Bella.
'Negative rating actions however, are expected to be limited due
to the significant growth in credit enhancement that has occurred
in most transactions.'

As such, Fitch's Outlook for U.S. timeshare ABS asset performance
remains declining, while the Rating Outlook remains Stable.

Fitch's timeshare ABS index is an aggregation of performance
statistics on pools of securitized timeshare loans originated by
various developers. Expected cumulative gross defaults on
underlying transactions can range from below 10% to above 20%.
While delinquencies and defaults may vary on an absolute basis,
most transactions supporting the index exhibit similar overall
trends.

Fitch continues to monitor all timeshare ABS in an effort to
provide the market with timely analysis of performance trends. The
Fitch timeshare performance index summarizes average monthly
delinquency (over 30 days) and monthly gross default trends
tracked in Fitch's database of timeshare asset backed securities
(ABS) dating back to January 1997 and is available on a quarterly
basis.

Fitch's quarterly index can be found at
http://www.fitchratings.com/under the headers
Structured Finance >> ABS >> ABS Indices >> Timeshare


* Fitch Says Changes to Loan Terms Cushion Impact on Subprime ARMs
------------------------------------------------------------------
The dramatic increase of London Interbank Offering Rates from mid-
September to mid-October has reignited concerns regarding payment
shock for borrowers of U.S. hybrid adjustable-rate mortgage (ARM)
collateral and particularly subprime RMBS, according to Fitch
Ratings. However, Fitch anticipates that the ongoing efforts to
work-out subprime loan terms, including modifications and
repayment plans, will help to mitigate such impacts on subprime
borrowers.

The six-month LIBOR rate was the most widely used index for
subprime hybrid adjustable-rate mortgages (ARMs) and hybrid
interest only (IO) loans. 'As LIBOR rises, hybrid ARM borrowers
become exposed to payment shock at their interest rate reset. For
example, at the recent peak in mid-October, the rate adjustment
could have caused subprime borrower payments to increase by 30-
50%, particularly for loans with deeply teased initial rates,'
said Managing Director Roelof Slump. 'While LIBOR has been
trending lower from its recent highs, it continues to be of
concern, as it directly impacts borrower affordability, and
ultimately collateral and bond performance,' Mr. Slump added.

Of the outstanding $418 billion of subprime ARM loans, a total of
1.8 million loans, or $347 billion in outstanding principal
balance, are on average approximately half a year away from either
their initial or next rate reset date. A total of 0.4 million
loans (totaling $102 billion) are two-year hybrid ARMs that
provide for a two-year fixed-rate period and reset to six-month
LIBOR thereafter and have not yet reached their initial rate
reset. At the recent LIBOR peak, these borrowers would have seen
increases from their rate reset of 8.27% to 10.27%, which would
cause their monthly payments to increase by an average of $331, or
19.3%. Additionally, 1.4 million loans, totaling $245 billion of
the total outstanding subprime ARMs, are past their initial rate
reset. Based on recent peak LIBOR rates, these borrowers would
have seen increases from their initial rate of 8.80% to 9.96%,
which would cause their payments to increase further by an average
of $153, or 10.7%. Fitch notes that these statistics reflect
original loan terms, and that loan modifications have already
reduced the amount of mortgages at risk of payment shock.

The pace and number of work-out plans have picked up noticeably in
2008. To date, the majority of work-out plans have consisted of
repayment plans and rate modifications. Repayment plans allow for
missed principal and interest to be capitalized and repaid while
concurrently making timely mortgage payments. Rate reductions
provide for the borrower to pay a lower rate of interest for a
specified period or permanently. Few loans have had principal
forgiven.

Fitch anticipates that the use of the modification plans will
continue to rise, helping borrowers facing a rate reset avoid
default. According to data provided by the Hope Now alliance,
mortgage servicers provided loan workouts for approximately
212,000 borrowers in September 2008, with approximately 113,000
homeowners receiving repayment plans, and approximately 98,000
receiving loan modifications. September modifications were 22.5%
higher than the 79,000 completed in August 2008. Total subprime
modifications were approximately three-quarters of the total of
all performed in the third quarter of 2008.

If the loan workout level continues at the pace evidenced in 2008,
then over 1 million of the 1.8 million subprime borrowers should
find some relief over the next six months. Servicers which are not
included in the Hope Now data may also be increasing their
subprime workout activity, thus further contributing to reduce
borrower stress. In particular, the Hope Now streamlined
modification plan that provides for a rate freeze at the initial
rate for five years may help borrowers who have been current with
the initial payment avoid becoming delinquent due to payment
shock.

Prior to the credit crisis, borrowers facing initial rate resets
and higher mortgage payments would have refinanced into a new
lower cost mortgage. However, Senior Director Suzanne Mistretta
said that the steep decline in home prices combined with tighter
credit underwriting standards have rendered many borrowers unable
to refinance. 'Modification programs have increasingly been made
available to borrowers who can't afford the higher payments in
order to help them stay in their home as it may be the only
alternative to foreclosure,' said Ms. Mistretta.

To the extent that the modification initiatives are successful in
offering alternatives to borrowers that are encountering either
first-time or repeat rate shocks due to an increase in LIBOR, the
actual impact of these changes may be less extreme. Fitch will
continue to monitor the potential credit implications of these
rate movements, and their effect on the performance of loans
contained in RMBS mortgage securitizations.


* Fitch Says Unemployment Stoking U.S. Auto ABS Losses
------------------------------------------------------
Losses in U.S. prime auto-loan asset-backed securities have
accelerated in 2008 driven by rising unemployment levels,
according to Fitch Ratings.

Despite unemployment being one of the main drivers of performance
in auto ABS, ratings on prime auto ABS transactions have remained
stable year-to-date, with minimal negative rating actions issued
in 2008 as most transactions have been able to build or maintain
enhancement even under stress.

'Auto loan default rates continue to rise and given Fitch's
expectation of unemployment levels increasing well into 2009, this
trend is likely to continue,' according to Managing Director John
Bella. 'Most prime auto loan ABS transactions, however, have
sufficient credit enhancement to offset the expected rise in
defaults.'

As the unemployment rate sped through the 6% level during the
third quarter of 2008, Fitch's prime ANL hit 1.68% in September,
just below the record high of 1.73% witnessed in August.

The deteriorating performance of auto ABS has coincided with
rising job losses in 2008. Job losses have totaled just over
750,000 for the year through September, posting losses in every
month this year (source: Bureau of Labor Statistics). The economy
last posted job growth back in December 2007. Job cuts have thus
driven the unemployment rate from 5% in December last year to
6.10% in September, a 22% hike.

Despite the increase in unemployment, softer wholesale vehicle
market, and a rise in ANL rates in auto ABS this year, structural
features, credit enhancement levels and amortization, have
contributed to limit negative ratings actions so far in 2008. In
fact, Fitch has continued to issue upgrades on prime auto ABS in
2008, although at a slower pace than in 2007.

In June this year, Fitch released a report titled 'Will Consumer
ABS Crack Under Unemployment Pressure', in which Fitch analyzed
the historical relationship between changes in the unemployment
rate and changes in default rates of consumer ABS. The analysis
confirmed that auto ABS loss rates are highly correlated with
changes in the unemployment rate, especially during adverse
conditions, as is the case currently. The analysis exhibited a
number of results including that changes in unemployment are
strongly correlated with changes in auto ABS loss rates; and auto
ABS loss rates are expected to increase proportionately to
increases in unemployment.

Fitch correctly predicted in February that ANL rates in prime auto
ABS would move through the 2% level, which appears likely given
the current climate.


* JP Morgan Launches Plan to Modify Terms of $70BB in Mortgages
---------------------------------------------------------------
Robin Sidel at The Wall Street Journal reports that J.P. Morgan
Chase & Co. launched a plan on Friday to modify the terms of
$70 billion in mortgages.

WSJ states that J.P. Morgan disclosed the plan after receiving $25
billion in federal capital from the U.S. Treasury's program to
shore up financial institutions.

According to WSJ, the plan will benefit as many as 400,000
borrowers, who are behind on their payments or soon could be.  The
report says that those borrowers will be moved into loans carrying
lower interest rates, smaller principal amounts or other more-
affordable terms.  According to the report, adjustable-rate
mortgages that are accumulating interest will be replaced with
fixed-rate loans that are more stable for borrowers and seen as
far less likely to default.

WSJ relates that the changes will focus on a type of loan
structured in a way that the borrower's outstanding balance
sometimes grows every month.  J.P. Morgan inherited $54 billion of
those loans with its takeover of Washington Mutual Inc. in
September, the report states.

Moody's Economy.com, relates that about 7.3 million homeowners in
the U.S. are expected to default on their mortgages between 2008
and 2010, three times more than the usual rate.  WSJ says that
about 4.3 million of those homeowners are expected to lose their
houses.

WSJ reports that J.P. Morgan's exposure to the problems increased
after acquiring the assets of Washington Mutual, which was seized
by regulators.  J.P. Morgan acquired $16 billion of subprime
mortgages, the report states.

According to WSJ, the mortgages affected by J.P. Morgan's program
account for 4.7% of the home loans it owns or that are serviced by
EMC Mortgage Corp., one of the bank's units.  WSJ relates that the
program is likely to cost J.P. Morgan billions of dollars in
interest payments and loan fees, but it is likely to save J.P.
Morgan from foreclosing homes and selling them, a lengthy and
costly process.

WSJ states that J.P. Morgan said it wouldn't start the foreclosure
process on borrowers during the next 90 days.  The bank will open
loan-counseling centers as part of launching the program, WSJ
reports.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                         Total
                                        Share-
                              Total    holders     Total
                             Assets     Equity   Capital
Company           Ticker     ($MM)      ($MM)     ($MM)
-------           ------   -------     ------    ------
APP PHARMACEUTIC    APPX       1,105       (42)      260
ARBITRON INC        ARB          162        (9)       43
BARE ESCENTUALS     BARE         263       (49)      113
BLOUNT INTL         BLT          482       (33)      148
CABLEVISION SYS     CVC        9,483    (5,001)     (633)
CHENIERE ENERGY     CQP        1,855      (289)      185
CHOICE HOTELS       CHH          349      (115)      (16)
CLOROX CO           CLX        4,708      (370)     (412)
COREL CORP          CRE          252        (9)      (11)
CV THERAPEUTICS     CVTX         351      (207)      267
CYBERONICS          CYBX         144        (7)      119
DELTEK INC          PROJ         181       (72)       39
DISH NETWORK-A      DISH       7,681    (2,092)     (466)
DOMINO'S PIZZA      DPZ          441    (1,437)       84
DUN & BRADSTREET    DNB        1,658      (512)     (192)
DYAX CORP           DYAX          85       (14)       21
EXTENDICARE REAL    EXE-U      1,541       (19)      125
GARTNER INC         IT         1,121       (42)     (266)
GENCORP INC         GY         1,014       (22)       66
GENERAL MOTORS      GM       136,046   (55,594)  (18,825)
GENERAL MOTORS C    GMB      136,046   (55,594)  (18,825)
GLG PARTNERS-UTS    GLG/U        581      (350)       80
HEALTHSOUTH CORP    HLS        1,965      (872)     (161)
HUMAN GENOME SCI    HGSI         847      (120)      (36)
IMS HEALTH INC      RX         2,360       (10)      324
INCYTE CORP         INCY         205      (237)      152
INTERMUNE INC       ITMN         210       (81)      143
IPCS INC            IPCS         553       (38)       60
LIFE SCIENCES RE    LSR          202       (14)       10
LINEAR TECH CORP    LLTC       1,665      (378)    1,109
MEDIACOM COMM-A     MCCC       3,659      (283)     (295)
MOODY'S CORP        MCO        1,664      (822)     (248)
NATIONAL CINEMED    NCMI         540      (475)       58
NAVISTAR INTL       NAV       11,557      (228)    1,501
NPS PHARM INC       NPSP         188      (197)       95
OCH-ZIFF CAPIT-A    OZM        2,129      (208)      N.A.
OSIRIS THERAPEUT    OSIR          32       (15)      (23)
OVERSTOCK.COM       OSTK         145        (4)       33
PROTECTION ONE      PONE         654       (52)        4
RASER TECHNOLOGI    RZ            73       (11)      (12)
REGAL ENTERTAI-A    RGC        2,688      (214)     (124)
REVLON INC-A        REV          884    (1,063)      110
ROTHMANS INC        ROC          536      (209)      100
SALLY BEAUTY HOL    SBH        1,496      (695)      413
SONIC CORP          SONC         836       (64)      (13)
ST JOHN KNITS IN    SJKI         213       (52)       80
SUN COMMUNITIES     SUI        1,221       (11)      N.A.
SYNTA PHARMACEUT    SNTA          87       (10)       60
TAUBMAN CENTERS     TCO        3,182       (20)      N.A.
THERAVANCE          THRX         255      (125)      208
UAL CORP            UAUA      21,336      (570)   (2,522)
UST INC             UST        1,402      (326)      237
WARNER MUSIC GRO    WMG        4,519       (99)     (750)
WEIGHT WATCHERS     WTW        1,107      (893)     (210)
WESTERN UNION       WU         5,504       (90)      714
WR GRACE & CO       GRA        3,754      (179)      970
XM SATELLITE -A     XMSR       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.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Joseph Medel C. Martirez,
Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***